UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement.
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
Definitive Proxy Statement.
Definitive Additional Materials.
Soliciting Material Pursuant to §240.14a-12.
Carlyle Credit Solutions, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Carlyle Credit Solutions, Inc.
One Vanderbilt Avenue, Suite 3400
New York, NY 10017
April 30, 2025
To Our Stockholders:
We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Meeting”) of Carlyle
Credit Solutions, Inc. (“we,” “us,” “our,” or the “Company”), to be held virtually at
www.virtualshareholdermeeting.com/CARSAM2025 on June 9, 2025, at 10:00 a.m. Eastern time.
The following pages include a formal notice of the Meeting and our proxy statement. The Notice of Internet
Availability of Proxy Materials you received in the mail and our proxy statement describe the matters on the agenda
for the Meeting. Please read these materials so that you will know what we intend to act on at the Meeting.
At the Meeting, you will be asked to consider and vote upon proposals to elect two of our director nominees
and to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal
year ending December 31, 2025.
After careful consideration, our Board of Directors, including our directors that are not “interested persons” as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, has determined that each of the
proposals to be considered and voted on at the Meeting is in the best interests of the Company and its stockholders.
Our Board of Directors unanimously recommends that you vote “FOR” the election of the two director
nominees and “FOR” the ratification of our selection of Ernst & Young LLP.
It is important that your shares be represented at the Meeting, regardless of whether you plan to participate in
the virtual Meeting. Please vote your shares as soon as possible through any of the voting options available to you as
described in our proxy statement.
On behalf of management and our Board of Directors, we thank you for your continued support of Carlyle
Credit Solutions, Inc.
Sincerely,
/s/ Justin V. Plouffe
Justin V. Plouffe
President and Chief Executive Officer
New York, NY
April 30, 2025
Carlyle Credit Solutions, Inc.
One Vanderbilt Avenue, Suite 3400
New York, NY 10017
Notice of the 2025 Annual Meeting of Stockholders
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Meeting”) of Carlyle
Credit Solutions, Inc. (“we,” “us,” “our,” or the “Company”) will be held virtually at
www.virtualshareholdermeeting.com/CARSAM2025 on June 9, 2025, at 10:00 a.m. Eastern time.
At the Meeting, holders of our common stock will be asked to consider and vote on the following proposals:
1.To elect Ms. Leslie E. Bradford and Mr. John G. Nestor, each to serve as our Class III director for a three-
year term, in each case until her or his successor is duly elected and qualified or until her or his earlier
death, resignation, or removal.
2.To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the
fiscal year ending December 31, 2025.
3.To transact such other business as may properly come before the Meeting or at any postponement or
adjournment thereof.
Only stockholders of record at the close of business on April 7, 2025 are entitled to notice of and to vote at
the Meeting or at any postponement or adjournment thereof.
We are furnishing the accompanying proxy statement and proxy card to our stockholders on the internet,
rather than mailing printed copies of those materials to each stockholder. Since you received a Notice of Internet
Availability of Proxy Materials, you will not receive printed copies of the proxy statement and proxy card unless
you request them by following the instructions on the Notice of Internet Availability of Proxy Materials. The Notice
of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy
statement and vote your proxy. If you have not received a copy of the Notice of Internet Availability of Proxy
Materials, please contact us by mail sent to the attention of the Secretary of the Company, Joshua Lefkowitz, at our
principal executive offices located at One Vanderbilt Avenue, Suite 3400, New York, NY 10017 or you can call us
by dialing 212-813-4900.
If you are unable to participate in the virtual Meeting, we encourage you to vote your proxy by following the
instructions provided on the Notice of Internet Availability of Proxy Materials or the proxy card. Stockholders may
also request from us free of charge printed copies of the proxy statement and proxy card by following the
instructions on the Notice of Internet Availability of Proxy Materials. In the event there are not sufficient votes for a
quorum at the time of the Meeting, the Meeting may be adjourned in order to permit further solicitation of proxies
by the Company.
Our Board of Directors unanimously recommends that you vote “FOR” the election of the two director
nominees and “FOR” the ratification of our selection of Ernst & Young LLP.
The enclosed proxy statement provides a detailed description of the Meeting, each of the proposals and other
related matters. We urge you to read the proxy statement carefully and in its entirety.
By Order of the Board of Directors,
/s/ Joshua Lefkowitz
Joshua Lefkowitz
Secretary
New York, NY
April 30, 2025
The proxy statement, a form of proxy card and the Company’s 2024 annual report to the stockholders,
which consists of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024,
are available online at www.proxyvote.com. If you plan on participating in the virtual Meeting, whether or
not you intend to vote your shares at the Meeting, you will need the 16-digit control number included on your
proxy card, your voting instruction form, or the Notice of Internet Availability of Proxy Materials previously
mailed or made available to stockholders entitled to vote at the Meeting. If your shares are held for your
account by a broker, bank or other institution or nominee, you should follow the instructions provided by
your institution or nominee to be able to participate in the Meeting. Please allow time to complete online
check-in procedures prior to the start of the Meeting.
Stockholders are requested to execute and return promptly the accompanying proxy card, which is
being solicited by the Board of Directors of the Company. You may execute the proxy card using the methods
described in the proxy card. Executing and returning the proxy card is important to ensure a quorum at the
Meeting. Stockholders also have the option to authorize their proxies by telephone or Internet by following
the instructions printed on the proxy card. Any proxy given pursuant to this solicitation may be revoked by
notice from the person giving the proxy at any time before it is exercised, subject to the voting deadlines that
are described in the accompanying proxy statement. Any such notice of revocation should be provided by the
stockholder in the same manner as the proxy being revoked.
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Carlyle Credit Solutions, Inc.
One Vanderbilt Avenue, Suite 3400
New York, NY 10017
PROXY STATEMENT
FOR THE 2025
ANNUAL MEETING OF STOCKHOLDERS
The accompanying proxy is solicited on behalf of the Board of Directors (the “Board” or the “Directors”) of Carlyle Credit
Solutions, Inc., which is sometimes referred to in this proxy statement as “we,” “us,” “our” or the “Company,” for use at the
Company’s 2025 Annual Meeting of Stockholders (the “Meeting”) to be held virtually at www.virtualshareholdermeeting.com/
CARSAM2025 on June 9, 2025, at 10:00 a.m. Eastern time. Only holders of record of our common stock at the close of business on
April 7, 2025 (the “Record Date”) will be entitled to notice of and to vote at the Meeting. At the close of business on the Record Date,
we had 77,964,148 shares of common stock outstanding and entitled to vote at the Meeting.
In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), we have elected to
provide our stockholders access to our proxy materials on the Internet, including the proxy statement and the accompanying form of
proxy (collectively, the “Proxy Statement”) and the Company’s annual report to stockholders (the “Annual Report”), which consists of
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”). Accordingly, a
Notice of Internet Availability of Proxy Materials (the “Notice”) was distributed on or about April 30, 2025 to our stockholders of
record as of the close of business on the Record Date. Stockholders are able to: (1) access the proxy materials on a website referred to
in the Notice or (2) request that a printed set of the proxy materials be sent, at no cost to them, by following the instructions in the
Notice. You will need your 16-digit control number that is included with the Notice to authorize your proxy for your shares through
the Internet. If you are a stockholder of record and have not received a copy of the Notice, please contact us by mail sent to the
attention of the Secretary of the Company, Joshua Lefkowitz, at our principal executive offices located at One Vanderbilt Avenue,
Suite 3400, New York, NY 10017 or you can call us by dialing 212-813-4900.
All proxies will be voted in accordance with the instructions contained therein. Unless contrary instructions are specified, if the
accompanying proxy is executed and returned (and not revoked) prior to the Meeting, the shares of the Company’s common stock
represented by proxy will be voted (1) FOR the election of Leslie E. Bradford and John G. Nestor, each of whom has been nominated
by the Board, (2) FOR the ratification of the selection of Ernst & Young LLP (“EY”) as our independent registered public accounting
firm for the fiscal year ending December 31, 2025, and (3) in the discretion of the named proxies on any other matters that may
properly come before the Meeting or at any postponement or adjournment thereof.
Voting Rights
Holders of our common stock are entitled to one vote for each share held as of the Record Date.
At the Meeting, holders of our common stock will be asked to consider and vote on the following proposals:
1.To elect Ms. Leslie E. Bradford and Mr. John G. Nestor, each to serve as our Class III directors for a three-year term, in
each case until her or his successor is duly elected and qualified or until her or his earlier death, resignation, or removal.
2.To ratify the selection of EY as our independent registered public accounting firm for the fiscal year ending December 31,
2025.
3.To transact such other business as may properly come before the Meeting or at any postponement or adjournment thereof.
Quorum, Effect of Abstentions and Broker Non-Votes, Vote Required to Approve the Proposals
The holders of a majority of all the votes entitled to be cast must be present in person or represented by proxy at the Meeting in
order to have a quorum. If you have properly voted by proxy online or via mail and did not subsequently revoke your proxy, you will
be considered part of the quorum. We will count “abstain” and “withhold” votes as present for the purpose of establishing a quorum
for the transaction of business at the Meeting. If at any time shares are held through brokers, we will count broker non-votes, if any, as
present for the purpose of establishing a quorum. A broker non-vote occurs when a broker holding shares for a beneficial owner votes
on some matters on the proxy card, but not on others, because the broker does not have instructions from the beneficial owner or
discretionary authority (or declines to exercise discretionary authority) with respect to those other matters. Stockholders do not have
cumulative voting rights or rights of appraisal.
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Provided a quorum is present, Directors are elected by a plurality of the votes represented at the Meeting. Under plurality voting,
a candidate receiving the highest number of votes will be elected, even if he or she receives a favorable vote of less than a majority of
the Company’s outstanding shares. A proxy marked “withhold” with respect to a Director nominee will result in such Director
nominee receiving one fewer “FOR” vote that would count towards a plurality. At the Meeting, an affirmative vote of a plurality of the
total votes cast “for” or “against” by holders of our common stock is required to elect each of the two Director nominees to the Board.
The affirmative vote of the majority of shares represented at the Meeting and voting on the proposal will determine the outcome
of the ratification of our independent registered public accounting firm.
For each of these proposals, “abstain” votes and broker non-votes, if any, though counted for purposes of establishing a quorum,
will have no effect on the outcome of the vote.
The inspector of elections appointed for the Meeting will separately tabulate affirmative and “withhold” votes, “abstain” votes
and broker non-votes.
Adjournment of Meeting
In the event that a quorum is not achieved at the Meeting, either in person or represented by proxy, the chair of the Meeting shall
have the power to adjourn the Meeting without any future date designated for resumption or from time to time not more than 120 days
after the original Record Date without notice other than the announcement at the Meeting to permit further solicitation of proxies. If
the Meeting is adjourned and a quorum is present at such adjournment, any business may be transacted which might have been
transacted at the Meeting as originally notified.
The stockholders present either in person or by proxy at a meeting which has been duly called and at which a quorum has been
established may continue to transact business until adjournment (that is, the adjourned meeting), notwithstanding the withdrawal from
the meeting of enough stockholders to leave fewer than would be required to establish a quorum.
Proxies for the Meeting
The named proxies for the Meeting are Joshua Lefkowitz and Nelson Joseph (or their duly authorized designees), who will
follow submitted proxy voting instructions. In the absence of instructions to the contrary, it is the intention of the persons named as
proxies to vote a properly executed proxy FOR the election of each Director nominee named below and FOR the ratification of the
selection of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and to vote on any
other matters properly presented at the Meeting in their judgment.
Expenses of Soliciting Proxies
The Company will bear the expense of the solicitation of proxies for the Meeting, including the cost of preparing, printing and
distributing the Notice and, if requested, this Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders, the
proxy card, and the Annual Report, which consists of the Company’s 2024 Form 10-K.
In addition to the solicitation of proxies by mail or e-mail, proxies may be solicited in person and by telephone or facsimile
transmission by Directors and officers of the Company, or certain employees of and affiliates of the Company’s investment adviser
without special compensation therefor. The Company has also retained Broadridge Investor Communication Solutions, Inc.
(“Broadridge”) to assist in the distribution of the Company’s proxy materials and the solicitation and tabulation of proxies. The cost of
Broadridge’s services with respect to the Company is estimated to be approximately $16,480 plus reasonable out-of-pocket expenses.
Householding of Proxy Materials
Under rules adopted by the SEC, companies and intermediaries (e.g., brokers) may satisfy the delivery requirements for proxy
statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy
statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,”
potentially means extra convenience for stockholders and cost savings for companies. The rules also apply to the delivery of the
Notice.
The Company’s bylaws (the “Bylaws”) allow us to give a single notice to all stockholders who share an address, unless such
stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. A single copy of the
Notice or, if applicable, our Proxy Statement and our Annual Report, will be delivered to multiple stockholders sharing an address
unless contrary instructions have been received from the affected stockholders. If you have received notice from your broker that it
will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you
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revoke your consent. We will promptly deliver a separate copy of these documents to you upon written or oral request to the attention
of the Secretary of the Company, Joshua Lefkowitz, at our principal executive offices located at One Vanderbilt Avenue, Suite 3400,
New York, NY 10017 or 212-813-4900. If, at any time, you no longer wish to participate in “householding” and would prefer to
receive a separate Proxy Statement and Annual Report, please notify your broker. Stockholders who currently receive multiple copies
of the Proxy Statement and Annual Report at their addresses and would like to request “householding” of their communications should
contact their brokers.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by: (1) delivering a written revocation notice prior to the Meeting
to the Company, Attention: Secretary, One Vanderbilt Avenue, Suite 3400, New York, NY 10017; (2) submitting a later-dated proxy
card, a later-dated electronic vote via the website stated on the proxy card, or a later-dated vote using the toll-free telephone number
stated on the proxy card; or (3) voting at the virtual Meeting. If a stockholder holds shares of our common stock through a broker,
bank or other nominee, the stockholder must follow the instructions received from the broker, bank or other nominee in order to
revoke the voting instructions. Participating in the Meeting does not revoke a proxy unless the stockholder also votes at the Meeting.
Contact Information for Proxy Solicitation
You can contact us by mail sent to the attention of the Secretary of the Company, Joshua Lefkowitz, at our principal executive
offices located at One Vanderbilt Avenue, Suite 3400, New York, NY 10017. You can call us by dialing 212-813-4900. You can
access our proxy materials online at www.proxyvote.com using the control number found on your Notice or in the box at the right of
your Proxy Card.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a
person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or
direct the disposition thereof or has the right to acquire such powers within 60 days. The following table sets forth, as of the Record
Date, the beneficial ownership as indicated in the Company’s books and records of each current Director, each nominee for Director,
each executive officer of the Company, the executive officers and Directors as a group, and each person known to us to beneficially
own 5% or more of the outstanding shares of our common stock. Ownership information for those persons who beneficially own 5%
or more of the outstanding shares of our common stock is based on Schedule 13G or other filings by such persons with the SEC and
other information obtained from such persons.
The percentage ownership is based on 77,964,148 shares of common stock outstanding as of the Record Date. To our
knowledge, except as indicated in the footnotes to the table, each of the stockholders listed below has sole voting and/or investment
power with respect to shares beneficially owned by such stockholder. Unless otherwise indicated by footnote, the address for each
listed individual is One Vanderbilt Avenue, Suite 3400, New York, NY 10017.
4
Name of Individual or Identity of Group
Number of Shares of
Common Stock
Beneficially Owned(1)
Percent of Common
Stock Beneficially 
Owned(1)
Directors, Director Nominees and Executive Officers:
Interested Directors
Justin V. Plouffe(2)
26,873
*
Linda Pace
Mark Jenkins(3)
35,383
*
Independent Directors
Nigel D.T. Andrews
Leslie E. Bradford
John G. Nestor
William H. Wright II
Executive Officers Who Are Not Directors
Thomas M. Hennigan(4)
18,812
*
Nelson Joseph
Joshua Lefkowitz
Michael Hadley
All Directors and Executive Officers as a Group (11 persons)
81,068
0.10%
Non-Executive Officers
Alexander Popov
All Directors and Officers as a Group (12 persons)
81,068
0.10%
Five-Percent Stockholders:
The Nomura Trust and Banking Co, Ltd. as Trustee of 311266 -
Nomura Private Series(5)
16,186,539
20.76%
The Saudi National Bank(6)
10,417,123
13.36%
The Nomura Trust and Banking Co, Ltd. as Trustee of 311265 -
Nomura Private Series(7)
5,344,295
6.85%
Moneda CARS Fondo De Inversion(8)
4,461,158
5.72%
*
Represents less than one tenth of one percent.
(1)
For purposes of this table, a person or group is deemed to have “beneficial ownership” of any shares of common stock as of a given date which
such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire
such powers within 60 days after such date. For purposes of computing the percentage of outstanding shares of common stock held by each
person or group of persons named above on a given date, any security which such person or persons has the right to acquire within 60 days after
such date is deemed to be outstanding for the purpose of determining the percentage of shares beneficially owned for such person, but is not
deemed to be outstanding for the purpose of computing the percentage of beneficial ownership of any other person (except in the case of
Directors and executive officers as a group). Except as otherwise noted, each beneficial owner of more than five percent of our common stock
and each Director and executive officer has sole voting and/or investment power over the shares reported.
(2)
Consists of 26,873 shares of common stock directly owned by Mr. Plouffe.
(3)
Consists of 35,383 shares of common stock directly owned by Mr. Jenkins. Please note that Mr. Jenkins was replaced by Mr. Hennigan as an
Interested Director after the Record Date on April 29, 2025.
(4)
Consists of 18,812 shares of common stock directly owned by Mr. Hennigan. Please note Mr. Hennigan became an Interested Director after the
Record Date on April 29, 2025.
(5)
Consists of 16,186,539 shares of common stock directly owned by The Nomura Trust and Banking Co, Ltd. (“Nomura”) as Trustee of 311266 -
Nomura Private Series. The address of Nomura is 2-2-2, Otemachi, Chiyoda-Ku, Tokyo 100-0004, Japan. Nomura has contractually agreed with
the Company that, for so long as it owns more than 3% of the total outstanding shares of the Company’s common stock, it will vote such shares in
the same proportion as the vote of all other stockholders of the Company.
(6)
Consists of 1,052,114 shares of common stock directly owned and 9,365,009 shares of common stock owned by a subsidiary and an investment
vehicle for which that subsidiary serves as general partner.  The address of The Saudi National Bank is Bahrain World Trade Center, 27th Floor,
P.O. Box 10363, Manama 316, Bahrain.
(7)
Consists of 5,344,295 shares of common stock directly owned by Nomura as Trustee of 311265 - Nomura Private Series. The address of Nomura
is  2-2-2, Otemachi, Chiyoda-Ku, Tokyo 100-0004, Japan. Nomura has contractually agreed with the Company that, for so long as it owns more
than 3% of the total outstanding shares of the Company’s common stock, it will vote such shares in the same proportion as the vote of all other
stockholders of the Company.
(8)
Consists of 4,461,158 shares of common stock directly and beneficially owned by Moneda CARS Fondo De Inversion (“Moneda”). The address
of Moneda is Isidora Goyenechea 3621, As Condes, Region Metropolitana 7550110, Chile. Moneda has contractually agreed with the Company
that, for so long as it owns more than 3% of the total outstanding shares of the Company’s common stock, it will vote such shares in the same
proportion as the vote of all other stockholders of the Company.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board is presently composed of seven Directors, divided into three classes, each serving staggered three-year terms. The
term of our first class of Directors will expire at the 2026 annual meeting of stockholders; the term of our second class of Directors
will expire at the 2027 annual meeting of stockholders; and the term of our third class of Directors will expire at this Meeting.
Director Nominees
The Board has nominated each of Leslie E. Bradford and John G. Nestor for election as Class III Directors of the Company,
each to serve until her or his successor is duly elected and qualified at the annual meeting of stockholders to be held in 2028 or until
her or his earlier death, resignation, or removal. Ms. Bradford currently serves as a Director of the Company and is a member of the
audit committee of our Board (the “Audit Committee”). Mr. Nestor currently also serves as a Director of the Company and is a
member of the Audit Committee. The Board has determined that each of Ms. Bradford and Mr. Nestor is not an “interested person” of
the Company, of Carlyle Global Credit Investment Management L.L.C., our investment adviser (the “Adviser” or “CGCIM”), or of
any of their respective affiliates as defined in Section 2(a)(19) of the 1940 Act.
Each of Ms. Bradford and Mr. Nestor has consented to being named in this Proxy Statement and to serving as a Director if
elected at the Meeting. If, for any reason, Ms. Bradford or Mr. Nestor becomes unable or unwilling to serve at the time of the Meeting,
the persons named as proxies in the proxy will have the authority to vote for a substitute nominee or nominees. We do not anticipate
that Ms. Bradford and Mr. Nestor will be unable or unwilling to serve.
At the Meeting, holders of our common stock will be asked to consider and vote on the election of Ms. Bradford and Mr.
Nestor.
The Board recommends that stockholders vote “FOR” the Company’s nominees for Directors.
Biographical Information
Set forth below are brief biographies of each of Ms. Bradford and Mr. Nestor and of all other members of the Board who will
continue in office. Also included below following each biography is a brief discussion of the specific experience, qualifications,
attributes or skills that led our Board to conclude that the applicable Director should serve on our Board at this time. In addition, set
forth further below is a biography of each executive officer of the Company who is not a Director. Unless otherwise indicated by
footnote, the address for each listed individual is One Vanderbilt Avenue, Suite 3400, New York, NY 10017.
Set forth below is certain information relating to our Directors, including details on each Director nominee’s specific experience,
qualifications, attributes or skills that led the Board to conclude that the person should serve as a Director of the Company.
Nominees for Election as Class III Directors
Birth
Year
Position
Number of
Portfolios in Fund
Complex Overseen
by  Director(1)
Expiration of
Term
Director
Since
Leslie E. Bradford
1955
Director (Independent)
2
2025
2017
John G. Nestor
1945
Director (Independent)
2
2025
2013
(1)
With respect to each of Ms. Bradford and Mr. Nestor, the portfolios in the “Fund Complex” are the Company and one affiliated fund,
Carlyle Secured Lending, Inc. (“CSL”), a business development company (“BDC”) that has the same investment adviser, CGCIM, and
administrator, Carlyle Global Credit Administration L.L.C. (the “Administrator”), an affiliate of CGCIM, as the Company.
Leslie E. Bradford has served on our Board since October 2017 and is a member of our Audit Committee. Ms. Bradford has
also served as a member of the board of directors, the audit committee, nominating and governance committee and compensation
committee of CSL since October 2017. Ms. Bradford was a member of the board of trustees and audit committee of Carlyle Secured
Lending III (“CSL III”) from June 2021 until its merger with and into CSL in March 2025. Ms. Bradford may from time to time serve
as an independent director of other entities affiliated with Carlyle or of investment vehicles managed by Carlyle or its affiliates. From
2011 to 2013, Ms. Bradford was a senior advisor and director of the Alumni Network of Morgan Stanley. Prior to that, Ms. Bradford
had risk management and advisory responsibilities throughout all business unit and support areas of Morgan Stanley over a twenty-
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five plus year career. Prior to joining Morgan Stanley, Ms. Bradford was a vice president in the corporate division of Irving Trust
Company from 1977 to 1985 and was responsible for the development of corporate client lending and non-lending business in
Northeastern United States. Ms. Bradford has also served on the boards and committees of various organizations, including as a
former trustee of the American Foundation for the Blind, a former trustee of the Morgan Stanley Foundation, and a Dartmouth College
Fund Committee member. Ms. Bradford holds an undergraduate degree in Religion from Dartmouth College and an M.B.A. in
Finance from the New York University Graduate School of Business. Ms. Bradford’s broad industry experience in corporate,
financial, and public sectors has provided her with an abundance of skills and valuable insight in handling complex transactions and
issues, all of which makes her well qualified to serve on the Board.
John G. Nestor has served on our Board since April 2017, and is a member of our Audit Committee. Mr. Nestor has also served
as a member of the board of directors, the audit committee, nominating and governance committee and compensation committee of
CSL since 2013. Mr. Nestor was a member of the board of trustees and audit committee of CSL III from June 2021 until its merger
with and into CSL in March 2025. Prior to the completion of the merger of NF Investment Corp. (“NFIC”) into CSL (the “NFIC
Acquisition”) in June 2017, Mr. Nestor served as a member of the board of directors and on the audit committee of NFIC. Mr. Nestor
may from time to time serve as an independent director of other entities affiliated with Carlyle or of investment vehicles managed by
Carlyle or its affiliates. Mr. Nestor joined Kirtland Capital Partners in March 1986 and has held various positions at the private
investment firm over the years, including Chief Executive Officer and Managing Partner. Prior to joining Kirtland Capital Partners,
Mr. Nestor worked for sixteen years for Continental Illinois Bank. For eight years he focused on lending to small businesses in the
Chicago area. In 1977, Mr. Nestor was transferred to Philadelphia where he was involved in commercial lending and, in 1979, he
moved to Cleveland to manage Continental’s Cleveland Office. Mr. Nestor is the former chair of the board of directors of
SmartSource Computer and Audio Visual Rentals, and formerly served as a member of the board of directors of Form Tech Concrete
Forms and a member of the board of advisors of The Gates Group. Mr. Nestor serves as a trustee of the Kelvin and Eleanor Smith
Foundation. Mr. Nestor is the former chair of the board of trustees of the Cleveland Foodbank, The Diversity Center and Deaconess
Community Foundation. Mr. Nestor is an experienced leader whose numerous board and advisory positions and experiences in the
middle markets provide the Board valuable insights.
Incumbent Class I Directors: Term Expiring 2026
Birth
Year
Position
Number of Portfolios
in Fund Complex
Overseen by
Director(1)
Expiration of
Term
Director
Since
Linda Pace
1962
Director, Chair of the
Board (Interested)
2
2026
2019
William H. Wright II
1960
Director (Independent)
2
2026
2021
(1)
With respect to each of Ms. Pace and Mr. Wright, the portfolios in the “Fund Complex” are the Company and CSL.
Linda Pace has served as Chair of our Board since December 31, 2019. Ms. Pace has also served as chair of the board of
directors of CARS since December 31, 2019. Ms. Pace was Chair of the board of trustees of CSL III from June 2021 until its merger
with and into CSL in March 2025. On December 31, 2022, Ms. Pace stepped down as CEO and President of the Company, CARS and
CSL III but continues to serve as the Company’s Board Chair. Until December 31, 2023, Ms. Pace also served as a Managing Director
of Carlyle and the Vice Chair of Carlyle Global Credit. Previously, she was responsible for Carlyle’s Global Loans and Structured
Credit Group. Prior to that role, she was responsible for portfolio management for Carlyle High Yield Partners, deploying capital into
the U.S. market in cash and synthetic form. Prior to joining Carlyle, Ms. Pace spent ten years with BHF-Bank AG, where she was co-
head of the bank’s Syndicated Loan group in New York. She invested in leveraged loans on behalf of the bank’s $2 billion on-balance
sheet portfolio, as well as their $400 million Collateralized Loan Obligation funds. Prior to that, Ms. Pace worked at Société Générale
as a Corporate Credit Analyst. Ms. Pace received her undergraduate degree in French from Douglass College and her MBA in Finance
from New York University.
William H. Wright II has served on our Board since February 2021 and is a member of the Audit Committee. Mr. Wright has
also served as a member of the Board of Directors, the Audit Committee, Nominating and Governance Committee and Compensation
Committee of CSL since February 2021. Mr. Wright was a member of the board of trustees and audit committee of CSL III from June
2021 until its merger with and into CSL in March 2025. Mr. Wright may from time to time serve as an independent director of other
entities affiliated with Carlyle or of investment vehicles managed by Carlyle or its affiliates. Mr. Wright was a Managing Director of
Morgan Stanley until his retirement in 2010, having joined the firm in 1982. During his career in investment banking at Morgan
Stanley, Mr. Wright headed the corporate finance execution group where he was responsible for leading and coordinating teams in the
execution of complex equity offerings for multinational corporations. Following his career in investment banking, Mr. Wright served
as an independent board member of two SEC registered closed-end funds until 2016, and of a BDC from 2018 to 2020. He also served
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on the faculties of the Ray Garrett Jr. Corporate and Securities Law Institute at Northwestern Pritzker School of Law and the
Practising Law Institute. Mr. Wright is currently on the board of directors of three SEC registered closed-end funds, Brookfield
Infrastructure Income Fund Inc., Brookfield Real Assets Income Fund Inc., and Oaktree Diversified Income Fund Inc., and he is also a
member of the board of directors of the New York City Ballet. In addition to serving on other boards, he is interested in innovative
philanthropic initiatives. He received a B.A. from Yale University and an M.B.A. from the Darden School of the University of
Virginia. Mr. Wright’s extensive experience in executive leadership, investment banking and corporate finance as well as his
numerous board and advisory positions provides the Board valuable insights.
Incumbent Class II Directors: Term Expiring 2027
Birth
Year
Position
Number of Portfolios
in Fund Complex
Overseen by
Director(1)
Expiration of
Term
Director
Since
Thomas M. Hennigan
1976
Director (Interested),
Chief Financial Officer
and Chief Risk Officer
2
2027
2025
Nigel D.T. Andrews
1947
Director (Independent)
2
2027
2012
Justin V. Plouffe
1976
Director, President and
Chief Executive Officer
(Interested)
2
2027
2024
(1) With respect to each of Messrs. Hennigan, Andrews and Plouffe, the portfolios in the “Fund Complex” are the Company and CSL.
Thomas M. Hennigan has served on our Board since April 2025. Mr. Hennigan has also served on the board of directors of
CSL since April 2025. He was appointed as our Chief Financial Officer in March 2018 and our Chief Risk Officer in 2016. Mr.
Hennigan currently serves as the Chief Financial Officer and Chief Risk Officer of CSL. He also serves as Chief Operating Officer
and Chief Risk Officer of Direct Lending. Mr. Hennigan was the Chief Financial Officer and Chief Risk Officer of CSL III from June
2021 until its merger with and into CSL in March 2025. Mr. Hennigan is a Managing Director of Carlyle. Prior to the completion of
the NFIC Acquisition in June 2017, Mr. Hennigan served as the Chief Risk Officer of NFIC. Mr. Hennigan may from time to time
serve as an officer, director or principal of entities affiliated with Carlyle or of investment vehicles managed by Carlyle and its
affiliates. Prior to joining Carlyle in 2011, Mr. Hennigan was a Senior Vice President and Head of Underwriting and Portfolio
Management for Churchill Financial LLC, which he joined in 2006. In this role, Mr. Hennigan was responsible for managing
Churchill Financial’s underwriting and portfolio management activities, including supervising the professionals involved in the
underwriting process. Mr. Hennigan joined Churchill Financial from GE Corporate Financial Services. During his four years at GE,
Mr. Hennigan had underwriting and portfolio management responsibilities in the Global Sponsor Finance Group and in the Global
Media and Communications Group. Mr. Hennigan began his career with Wachovia Securities, Inc. in 1998, where he worked in
middle market investment banking and loan syndications. Mr. Hennigan’s broad industry experience, leadership and intimate
knowledge of the business and operations of the Company provide the Board with valuable insight.
Nigel D.T. Andrews has served on our Board since April 2017 and is the Chairman of the Audit Committee. Mr. Andrews has
also served as a member of the Board of Directors of CSL since 2012. Mr. Andrews is the Chairman of the Audit Committee of CSL,
a member of the Nominating and Governance Committee of CSL and Chairman of the Compensation Committee of CSL. Mr.
Andrews was a member of the board of trustees and audit committee of CSL III from June 2021 until its merger with and into CSL in
March 2025. Prior to the the completion of the NFIC Acquisition in June 2017, Mr. Andrews served as a member of the board of
directors and on the audit committee of NFIC. Mr. Andrews may from time to time serve as an independent director of other entities
affiliated with Carlyle or of investment vehicles managed by Carlyle or its affiliates. Mr. Andrews previously served as governor at
London Business School, a director and a member of the audit and remuneration committees at Old Mutual plc., and Chair of Old
Mutual Asset Management, where he served from 2002 to 2014. Mr. Andrews continues to actively manage his own private
investments and to serve as a trustee of Victory Funds, a position he has held since 2002. From 2000 to 2010, Mr. Andrews served on
the board of directors of Chemtura Corporation, a New York Stock Exchange listed company. Mr. Andrews also served as a Managing
Director of Internet Capital Group, Inc. from 2000 to 2001. From 1987 to 2000, Mr. Andrews held various senior management
positions within General Electric Company, including Executive Vice President of GE Capital from 1993 to 2000 and, prior to that,
Vice President and General Manager of GE Plastics-Americas. During Mr. Andrews’ thirteen-year career with GE, he also served as a
Vice President for Corporate Business Development and Strategy reporting to the chair of the board. Prior to joining GE, Mr. Andrews
was a partner at Booz Allen Hamilton Inc. He began his career in business management at Shell International Chemical Company. Mr.
Andrews’ broad executive experience with the operations and transactions of industrial and financial services businesses provides the
Board with valuable insights and knowledge that will enhance Company’s ability to achieve its investment objectives.
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Justin Plouffe has served on our Board and as the President and CEO since March 2024. Mr. Plouffe has also served as a
member of the board of directors/trustees and as the President and CEO of CARS since March 2024. Mr. Plouffe was a member of the
board of trustees, President and CEO of CSL III from March 2024 until its merger with and into CSL in March 2025. Mr. Plouffe is a
Managing Director and the Deputy Chief Investment Officer for Global Credit at Carlyle. Mr. Plouffe focuses on investing across
Carlyle’s credit strategies and driving growth initiatives for the Global Credit platform. He is Co-Portfolio Manager for Carlyle
Tactical Private Credit Fund, Co-Head of Carlyle Structured Credit Fund, and serves on various Global Credit investment committees.
He is also the CEO of TCG Capital Markets L.L.C., a SEC-registered broker-dealer affiliate of The Carlyle Group. Prior to joining
Carlyle, Mr. Plouffe was an attorney at Ropes & Gray LLP. He has also served as a clerk on the U.S. Court of Appeals for the First
Circuit and as a legislative assistant to a U.S. Congressman. Mr. Plouffe received his undergraduate degree from Princeton University
and his J.D. from Columbia Law School, where he was an editor of The Columbia Law Review. He is a CFA Charterholder and holds
Series 7, 24, 57, 63, 79 and 99 licenses. Mr. Plouffe’s broad industry experience, leadership and intimate knowledge of the business
and operations of Carlyle’s Global Credit investment platform provide the Board with valuable insight.
Equity Owned by Directors and Nominees in the Company
The following table sets forth the dollar range of equity securities of the Company beneficially owned by each Director and each
Director nominee as of the Record Date.
Dollar Range of our
Common Stock
Beneficially Owned in
the Company(1)(2)
Aggregate Dollar Range
of our Common Stock
Beneficially Owned in
the Fund Complex(1)(2)(3)
Interested Directors
Justin V. Plouffe
Over $100,000
Over $100,000
Linda Pace
None
Over $100,000
Thomas Hennigan
Over $100,000
Over $100,000
Independent Directors
Nigel D.T. Andrews
None
Over $100,000
Leslie E. Bradford
None
$10,001—$50,000
John G. Nestor
None
Over $100,000
William H. Wright II
None
None
(1)
The dollar ranges used in the above table are: None, $1—$10,000, $10,001—$50,000, $50,001—$100,000, or over $100,000.
(2)
Dollar ranges were determined using the number of shares that were beneficially owned as of the Record Date, multiplied by the
Company’s net asset value (“NAV”) per share as of December 31, 2024. The dollar range of equity securities of CSL were determined
using the number of shares that were beneficially owned as of the Record Date, multiplied by CSL’s NAV per share as of December 31,
2024.
(3)
The term “Fund Complex” refers to the Company and CSL. Each of the Company’s Directors oversees all of the funds in the Fund
Complex.
Information Regarding Officers Who Are Not Directors
Birth
Year
Position
Number of
Portfolios in Fund
Complex Overseen
by Officer(1)
Officer Since
Nelson Joseph
1979
Principal Accounting Officer
Treasurer
2
2023
2024
Joshua Lefkowitz
1974
Chief Compliance Officer
and Secretary
2
2021
Michael Hadley
1975
Vice President and Head of
Underwriting
2
2022
Alexander Popov
1975
Vice President and Head of
Illiquid Credit
2
2022
(1)
The term “Fund Complex” refers to the Company and CSL. Each of the Company’s executive officers who are not Directors oversees all
of the funds in the Fund Complex.
Nelson Joseph was appointed as our Principal Accounting Officer in March 2023 and as our Treasurer in February 2024 and is
our Principal Accounting Officer for SEC reporting purposes. Mr. Joseph currently serves as the Principal Accounting Officer and
Treasurer of CSL. Mr. Joseph was the Principal Accounting Officer of CSL III from March 2023 and its Treasurer from February
2024 until its merger with and into CSL in March 2025. Mr. Joseph may from time to time serve as an officer, director or principal of
entities affiliated with Carlyle or of investment vehicles managed by Carlyle and its affiliates. Mr. Joseph is a Principal of Carlyle.
9
Prior to joining Carlyle, Mr. Joseph was a finance director at Apollo Global Management (“Apollo”), where he focused on the
financial operations of the traded and non-traded Business Development Companies managed by affiliates of Apollo. Prior to Apollo,
he was a Manager in PricewaterhouseCoopers LLP’s Wealth and Asset Management Practice working on business development
companies, hedge funds and private equity funds. Mr. Joseph has extensive experience in the asset management industry covering
accounting, financial reporting, valuation, tax, regulatory reporting and treasury activities. Mr. Joseph received his BS in Business
Management - Accounting from Binghamton University and is a Certified Public Accountant.
Joshua Lefkowitz was appointed as our Chief Compliance Officer and Secretary in November 2021. Mr. Lefkowitz currently
serves as the Chief Compliance Officer and secretary of CSL. Mr. Lefkowitz was the Chief Compliance Officer and Secretary of CSL
III from November 2021 until its merger with and into CSL in March 2025. Mr. Lefkowitz is a Managing Director of Carlyle. Mr.
Lefkowitz may from time to time serve as an officer, director or principal of entities affiliated with Carlyle or of investment vehicles
managed by Carlyle and its affiliates. Prior to joining Carlyle in April 2018, Mr. Lefkowitz was a Principal at Ares and previously
worked at American Capital, Ltd., until it was acquired by Ares. Mr. Lefkowitz began his legal career as an associate at the law firms
of Mayer Brown and Stroock & Stroock & Lavan.
Michael Hadley was appointed as our Vice President and Head of Underwriting in March 2022 and has served as our Chief
Investment Officer since September 2022. Mr. Hadley currently serves as the Chief Investment Officer, Vice President and Head of
Underwriting of CSL. Mr. Hadley was a Vice President and Head of Underwriting of CSL III from April 2022 and its Chief
Investment Officer from October 2022 until its merger with and into CSL in March 2025. Mr. Hadley is the Chief Investment Officer
and Head of Underwriting for the Carlyle Direct Lending business. Previously, he focused on investment opportunities in the
automotive and transportation, industrial, metals and mining and paper and forest products sectors. Prior to joining Carlyle, Mr.
Hadley was an Analyst at Katonah Debt Advisors where he focused on leveraged loan and high yield investments across multiple
sectors. Mr. Hadley started his career at The Chase Manhattan Bank, where he worked as an investment banker in both the Structured
Credit Products and Global Chemicals groups. Mr. Hadley received his undergraduate degree from Florida A&M University.
Alex Popov was appointed as our Vice President and Head of Private Credit in March 2022. Mr. Popov currently serves as the
Vice President and Head of Private Credit of CSL. Mr. Popov was a Vice President and Head of Private Credit of CSL III from April
2022 until its merger with and into CSL in March 2025. Mr. Popov also serves as Head of Private Credit and Head of Credit
Opportunities of Carlyle. Mr. Popov is a Managing Director of Carlyle. Prior to joining Carlyle, Mr. Popov was a Managing Director
at HPS Investment Partners (formerly Highbridge Principal Strategies) where he led investments in the U.S. for HPS Mezzanine
Funds and was a member of the investment committee for HPS Mezzanine Fund III and HPS Investment Partners’ firm-wide Credit
Committee. Mr. Popov founded and led HPS Investment Partners’ real estate credit platform. Before joining HPS Investment Partners,
Mr. Popov worked at Oaktree Capital Management, focusing on credit investments across sectors. Earlier in his career, he worked at
American Capital Strategies and Donaldson, Lufkin & Jenrette. Mr. Popov received his undergraduate degree from Cornell University
and his MBA from NYU Stern School of Business.
CORPORATE GOVERNANCE
Our Board of Directors
Board Composition
Our Board consists of seven members. Pursuant to our Articles of Amendment and Restatement, the Board is divided into three
classes, with the members of each class each serving staggered, three-year terms. The term of our Class I Directors will expire at the
2026 annual meeting of stockholders; the term of our Class II Directors will expire at the 2027 annual meeting of the stockholders; and
the term of our Class III Directors will expire at the Meeting.
Ms. Pace and Mr. Wright serve as Class I Directors (with a term expiring in 2026). Messrs. Plouffe, Hennigan, and Andrews
serve as Class II Directors (with a term expiring in 2027). Ms. Bradford and Mr. Nestor serve as Class III Directors (with a term
expiring at the Meeting). Any Class III Directors elected at this Meeting will have a term expiring in 2028. 
Independent Directors
Pursuant to Section 56 of the 1940 Act, a majority of a BDC’s board of directors must be comprised of persons who are not
“interested persons” of the Company, of the Adviser, or of any of their respective affiliates, as defined in Section 2(a)(19) of the 1940
Act (“Independent Directors”).
Consistent with these considerations, after review of all relevant transactions and relationships between each Director and
Director nominee, or any of his or her family members, and the Company, the Adviser, or of any of their respective affiliates, the
Board has determined that each of Ms. Bradford and Messrs. Andrews, Nestor, and Wright qualifies as an Independent Director. Each
10
Director who serves on the Audit Committee is an Independent Director for purposes of Rule 10A-3 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).
Interested Directors
Each of Ms. Pace and Messrs. Plouffe and Hennigan is considered an “interested person” (as defined in the 1940 Act) of the
Company because of his or her respective relationship with us, our Adviser or affiliated persons of the Adviser (each, an “Interested
Director”).
Meetings and Attendance
Our Board met seven times during the year ended December 31, 2024, including four regular quarterly meetings and three
special meetings, and acted on various occasions by written consent. No Director that served during 2024 attended fewer than 75% of
the aggregate of the total number of meetings of the Board (held during the period for which he or she has been a Director) and the
total number of meetings held by all committees of the Board on which he or she served (during the period that he or she served).
Board Attendance
All Directors are expected to attend at least 75% of the aggregate number of meetings of our Board and of the respective
committees on which they serve. We require each Director to make a diligent effort to attend all Board and committee meetings. The
Company encourages, but does not require, the members of the Board to attend the Company’s annual meeting of its stockholders. No
Director attended our 2024 annual meeting of stockholders.
Board Leadership Structure
Our Board monitors and performs an oversight role with respect to our business and affairs, including with respect to our
investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of our
service providers. Among other things, our Board approves the appointment of our Adviser and officers, reviews and monitors the
services and activities performed by our Adviser and executive officers, and approves the engagement and reviews the performance of
our independent registered public accounting firm.
Under our Bylaws, our Board may designate a Chair to preside over the meetings of our Board and meetings of the stockholders
and to perform such other duties as may be assigned to him by the Board. We do not have a fixed policy as to whether the Chair of the
Board should be an Independent Director, and we believe that we should maintain the flexibility to select the Chair and reorganize the
leadership structure, from time to time, based on criteria that are in our best interests and our stockholders’ best interests at such times.
Presently, Ms. Pace serves as Chair of our Board. Ms. Pace is an Interested Director. We believe that Ms. Pace’s extensive
knowledge of the financial services industry and capital markets in particular qualifies her to serve as the Chair of our Board. We
believe that we are best served through this existing leadership structure, as Ms. Pace’s relationship with our Adviser provides an
effective bridge and encourages an open dialogue between management and our Board, ensuring that both groups act with a common
purpose.
Our Board does not currently have a designated lead Independent Director. We are aware of the potential conflicts that may
arise when an Interested Director is Chair of the Board, but believe these potential conflicts are offset by our strong corporate
governance policies. Our corporate governance policies include regular meetings of the Independent Directors in executive session
without the presence of Interested Directors and management, the retention by the Independent Directors of independent counsel, the
establishment of an Audit Committee comprised solely of Independent Directors and the appointment of a Chief Compliance Officer,
with whom the Independent Directors meet regularly without the presence of Interested Directors and other members of management,
for administering our compliance policies and procedures.
We recognize that different board leadership structures are appropriate for companies in different situations.
11
Role in Risk Oversight
Our Board performs its risk oversight function primarily through (a) its standing Audit Committee, which reports to the entire
Board and is comprised solely of Independent Directors, and (b) active monitoring by our Chief Compliance Officer and of the
operation of our compliance policies and procedures. As described below in more detail under “Committees of the Board of
Directors,” the Audit Committee assists our Board in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight
responsibilities include overseeing the internal audit staff (sourced through the Administrator and The Carlyle Group Employee Co.,
L.L.C. (“Carlyle Employee Co.”), with whom we have a personnel agreement), accounting and financial reporting processes, our
valuation process, our systems of internal controls regarding finance and accounting and audits of our financial statements.
Our Board also performs its risk oversight responsibilities with the assistance of the Chief Compliance Officer. Our Board
annually reviews a written report from the Chief Compliance Officer discussing the adequacy and effectiveness of our compliance
policies and procedures and our service providers. The Chief Compliance Officer’s annual report addresses, at a minimum: (a) the
operation of our compliance policies and procedures and our service providers since the last report; (b) any material changes to such
policies and procedures since the last report; (c) any recommendations for material changes to such policies and procedures as a result
of the Chief Compliance Officer’s annual review; and (d) any compliance matter that has occurred since the date of the last report
about which our Board would reasonably need to know to oversee our compliance activities and risks. In addition, the Chief
Compliance Officer meets separately in executive session with the Independent Directors at least once each year.
We believe that our Board’s role in risk oversight is effective and appropriate given the extensive regulation to which we are
already subject as a BDC. As a BDC, we are required to comply with certain regulatory requirements that control the levels of risk in
our business and operations. For example, our ability to incur indebtedness is limited such that our asset coverage must equal at least
200% immediately after each time we incur indebtedness, we generally have to invest at least 70% of our total assets in “qualifying
assets” and we are not generally permitted to invest in any portfolio company in which one of our affiliates currently has an
investment.
We recognize that different board roles in risk oversight are appropriate for companies in different situations. We intend to re-
examine the manners in which our Board administers its oversight function on an ongoing basis to ensure that they continue to meet
our needs.
Communications with Directors
Our Board has established procedures whereby our stockholders and other interested parties may communicate with any
member of our Board, the chair of any of our Board committees or with our Independent Directors as a group by mail addressed to the
applicable Directors or Director group, in the care of the Secretary of the Company, Joshua Lefkowitz, Carlyle Credit Solutions, Inc.,
One Vanderbilt Avenue, Suite 3400, New York, NY 10017. Such communications should specify the intended recipient or recipients.
All such communications, other than unsolicited commercial solicitations, will be forwarded to the appropriate Director, or Directors,
for review.
SOX Code of Ethics
The Company has adopted a Code of Ethics for Principal Executive and Senior Financial Officers under the Sarbanes-Oxley Act
of 2002, as amended (the “Sarbanes-Oxley Act” and, such code of ethics, the “SOX Code of Ethics”), which applies to, among others,
our principal executive officer and principal financial officer. There have been no material changes to our SOX Code of Ethics or
material waivers of the SOX Code of Ethics that apply to our Chief Executive Officer or Chief Financial Officer. The SOX Code of
Ethics is available free of charge by making a request in writing addressed to the Secretary of the Company, Joshua Lefkowitz, Carlyle
Credit Solutions, Inc., One Vanderbilt Avenue, Suite 3400, New York, NY .
Committees of the Board of Directors
Our Board has established an Audit Committee and a pricing committee of the Board (the “Pricing Committee”), and may
establish additional committees in the future. The Board does not have a standing nominating committee because it believes the
function typically served by this committee is best handled by those Directors whose term is not expiring currently. The Board does
not have a standing compensation committee because our executive officers do not receive any direct compensation from us. The
compensation of the Directors who are not considered “interested persons” of our Company is discussed under “—Compensation and
Insider Participation—Compensation of Independent Directors” below.
Audit Committee
The Audit Committee is currently composed of Messrs. Andrews, Nestor and Wright and Ms. Bradford, all of whom are
Independent Directors. Mr. Andrews serves as Chairman of the Audit Committee. Our Board has determined that Mr. Andrews is an
12
“audit committee financial expert” as that term is defined under Item 407 of Regulation S-K, as promulgated under the Exchange Act.
Each of Messrs. Andrews, Nestor, and Wright and Ms. Bradford meets the current independence and experience requirements of Rule
10A-3 of the Exchange Act. The Audit Committee operates pursuant to a charter approved by our Board, which sets forth the
responsibilities of the Audit Committee. The Audit Committee’s responsibilities include establishing guidelines and making
recommendations to our Board regarding the valuation of our loans and investments, selecting our independent registered public
accounting firm, reviewing with such independent registered public accounting firm the planning, scope and results of their audit of
our financial statements, pre-approving the fees for services performed, reviewing with the independent registered public accounting
firm the adequacy of internal control systems, reviewing our annual financial statements, overseeing internal audit staff and periodic
filings and receiving our audit reports and financial statements.
The Audit Committee held eight meetings during the year ended December 31, 2024.
The Audit Committee’s charter is included in Appendix A to this Proxy Statement.
Pricing Committee
The Pricing Committee is currently composed of Mr. Nestor and Ms. Pace. The Pricing Committee operates pursuant to a
charter approved by our Board, which sets forth the responsibilities of the Pricing Committee. The principal goals of the Pricing
Committee are to approve the offering price of shares of the Company’s common stock in accordance with the Company’s valuation
policy, and to ensure that the Company does not sell its common stock at a price below the NAV of such common stock, as required
by Section 23 of the 1940 Act, as made applicable to BDCs by Section 63 of the 1940 Act. Pursuant to the charter of the Pricing
Committee, the Pricing Committee will have the authority to approve the offering price of shares of the Company’s common stock so
long as such offering price does not change in excess of 5% above or below the NAV per share most recently approved by the Board.
The Pricing Committee met or acted by written consent five times during the year ended December 31, 2024.
Director Nominations
Nomination for election as a Director may be made by the Board or by stockholders in compliance with the procedures set forth
in our Bylaws.
The Board seeks candidates who possess the background, skills and expertise to make a significant contribution to our Board,
our Company and our stockholders. In considering possible candidates for election as a Director, the Board takes into account, in
addition to such other factors as it deems relevant, the desirability of selecting Directors who, among other things:
have public or private sector stature sufficient to instill confidence;
have high personal and professional integrity;
have good business sense;
have sufficient time available to devote to our affairs;
are able to commit the necessary time to prepare for and attend meetings;
are not financially dependent on board retainer and meeting fees;
have a general understanding of financial issues, investing, financial markets and technology;
have an understanding of credit markets and fixed income markets;
have a familiarity with the securities industry;
have a general understanding of balance sheets and operating statements;
have first-hand knowledge of investing;
have experience working in a highly regulated and complex legal framework;
have a demonstrated ability to maintain “independence” of management and other service agents while maintaining a
constructive working relationship;
have strong communication skills;
have the desire to be critical, but not confrontational;
have a demonstrated ability to contribute to Board and committee process;
have the ability to consider diverse issues and make timely, well-informed decisions; and
have the ability to be qualified as an “Audit Committee Financial Expert” (desired but not required).
The Board has not adopted a formal policy with regard to the consideration of diversity in identifying Director nominees. In
determining whether to recommend a Director nominee, the Board considers and discusses diversity, among other factors, with a view
toward the needs of our Board as a whole. The Board generally conceptualizes diversity expansively to include, without limitation,
concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities
13
that contribute to our Board when identifying and recommending Director nominees. The Board believes that the inclusion of diversity
as one of many factors considered in selecting Director nominees is consistent with the goal of creating a Board that best serves our
needs and the interests of our stockholders.
The Independent Directors whose term is not expiring at a meeting of stockholders select and evaluate any candidates for
Independent Directors at such meeting, and the Directors whose term is not expiring at a meeting of stockholders select and evaluate
candidates for Interested Directors at such meeting, in each case in accordance with the criteria set forth above. Such Independent
Directors and Directors, as applicable, are then responsible for recommending to the Board a slate of nominees for Independent
Director and Interested Director positions, as applicable, for the Board’s approval. Generally, candidates for a position as a member of
the Board are suggested by existing members of the Board; however, the Board will consider nominees properly recommended by
stockholders, and will evaluate any such recommendations using the criteria set forth above.
Rule 17j-1 Code of Ethics
We have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act, and our Adviser has adopted a code of ethics
pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940, as amended, respectively
(collectively, the “Rule 17j-1 Codes of Ethics”), which establish procedures for personal investments and restrict certain transactions
and apply to, among others, our Chief Executive Officer and Chief Financial Officer. The Rule 17j-1 Codes of Ethics generally do not
permit investments by personnel subject to them in securities that may be purchased or sold by us. We hereby undertake to provide a
copy of these codes of ethics to any person, without charge, upon request. Requests for a copy of these codes of ethics may be made in
writing addressed to the Secretary of the Company, Joshua Lefkowitz, Carlyle Credit Solutions, Inc., One Vanderbilt Avenue, Suite
3400, New York, NY 10017.
Involvement in Certain Legal Proceedings
The Company may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the
enforcement of our rights under contracts with our portfolio companies. The Company is not currently subject to any material legal
proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company.
Election of Officers
Our Board elects our officers and each of our officers serves until his or her earlier death, resignation or termination or until his
or her successor is duly elected and qualified.
Trading in the Company’s Securities
Under the insider trading policy adopted by the Company, executive officers and directors of the Company and any directors,
officers or employees of Carlyle are prohibited from engaging in trading activity in relation to the publicly traded securities of the
Company that is not consistent with long-term investment.  Accordingly, such persons may not engage in activity of the type that is
designed to profit from trading (as opposed to investing) activity or that is designed to profit from or hedge against decreases in the
value of the Company’s securities.  Examples of inappropriate trading activity include any trading activity designed to profit from
fluctuations in the price of these securities, such as “day trading” and arbitrage trading, short sales, buying securities on margin (unless
arrangements are made to cover any margin calls in cash) and the use of forward contracts, equity swaps, collars, exchange funds,
puts, calls, options and other derivative securities or any instruments designed to increase in value as a result of, or hedge or offset any
decrease in, the market value of the securities. 
Compensation and Insider Participation
Compensation of Independent Directors
Each Independent Director received the following amounts for serving as a Director of the Company: (i) a $50,000 annual fee;
(ii) for a meeting of our Board, $1,500 for each such board meeting attended in person, plus reimbursement of reasonable out-of-
pocket expenses incurred in connection with attending such board meeting, and $550 for each such board meeting attended
telephonically; (iii) for a meeting of a committee of the Board, $750 for each such committee meeting attended in person, plus
reimbursement of reasonable out-of-pocket expenses incurred in connection with attending such committee meeting, and $350 for
each such committee meeting attended telephonically; and (iv) an annual fee of $9,000 for the Chairman of our Audit Committee.
The Independent Directors review their own compensation and recommend to the Board the appropriate level of compensation.
This level of compensation may be adjusted from time to time. In conducting their review, the Independent Directors use such
14
information as they deem relevant, including compensation paid to directors of other BDCs of similar size and the time and effort
required of the Directors in fulfilling their responsibilities to the Company. The Board determines the compensation of the
Independent Directors.
The following table sets forth information concerning total compensation earned by or paid to each of our Independent Directors
during the fiscal year ended December 31, 2024:
Fees Earned or Paid
in Cash
Total Compensation
from the Company
Total Compensation
from the Fund
Complex(1)
Nigel D.T. Andrews, Director
$73,300
$73,300
$341,950
Leslie E. Bradford, Director
$64,300
$64,300
$308,600
John G. Nestor, Director
$64,300
$64,300
$305,050
William H. Wright II, Director
$64,300
$64,300
$305,050
Linda Pace, Director(2)
$64,300
$64,300
$244,700
(1)
Messrs. Andrews, Nestor and Wright and Mses. Bradford and Pace serve on the board of directors of CSL and, until March 27, 2025, served on
the board of trustees of CSL III. The Company, CSL and CSL III are part of the Fund Complex. Compensation amounts shown include
compensation such Directors received from the Company, CSL and CSL III for services rendered during the fiscal year ended December 31,
2024.
(2)
Ms. Pace served as a Managing Director at Carlyle until December 31, 2023. She continues to be treated as an Interested Director due to her
association with Carlyle, but began receiving compensation for her service as Director beginning on January 1, 2024.
Compensation of Executive Officers
We do not currently have any employees and do not expect to have any employees. Services necessary for our business are
provided by individuals who are employees of the Adviser or its affiliates or by subcontractors, pursuant to the terms of the amended
and restated investment advisory agreement, dated as of January 21, 2022, entered into by and between the Company and the Adviser
(the “Amended and Restated Investment Advisory Agreement”), and the administration agreement entered into by and between the
Company and the Administrator (the “Administration Agreement”). Each of our executive officers is an employee of the Adviser or its
affiliates. Our day-to-day investment operations are managed by the Adviser. Most of the services necessary for the origination and
administration of our investment portfolio are provided by investment professionals employed by the Adviser or its affiliates or by
subcontractors.
None of our officers receives direct compensation from us. We have agreed to reimburse the Administrator for our allocable
portion of the compensation paid to or compensatory distributions received by our Chief Financial Officer and Chief Compliance
Officer. In addition, to the extent that the Administrator outsources any of its functions, we will pay the fees associated with such
functions at cost. We have also agreed to reimburse the Administrator for our allocable portion of the compensation of any personnel
that they provide for our use.
No compensation is paid by the Company to Directors who are Interested Directors other than Ms. Pace, who retired from
Carlyle on December 31, 2023.
Certain Relationships and Related Party Transactions
Investment Advisory Agreement
On June 26, 2017, the Company entered the original investment advisory agreement (the “Original Investment Advisory
Agreement”) with the Adviser. The Original Investment Advisory Agreement was amended on January 22, 2022 after receipt of
requisite Board and stockholders’ approvals, as applicable (as amended, the Investment Advisory Agreement). The initial term of
the Investment Advisory Agreement was two years from January 22, 2022 and, unless terminated earlier, the Investment Advisory
Agreement renews automatically for successive annual periods, provided that such continuance is specifically approved at least
annually by the vote of the Board and by the vote of a majority of the Independent Directors. The Investment Advisory Agreement
will automatically terminate in the event of an assignment and may be terminated by either party without penalty upon at least 60
days’ written notice to the other party. On May 2, 2024, the Companys Board, including a majority of the Independent Directors,
approved the continuance of the Companys Investment Advisory Agreement with the Adviser for an additional one-year period.
Pursuant to the Investment Advisory Agreement and subject to the overall supervision of the Board, the Adviser provides
investment advisory services to the Company. For providing these services, the Adviser receives fees from the Company consisting of
two components—a management fee and an incentive fee.
15
Under the Investment Advisory Agreement, the management fee is calculated and payable quarterly in arrears at an annual rate
of 1.00% of the Company’s net asset value as of the end of the immediately preceding calendar quarter (as adjusted for capital called,
dividends reinvested, distributions paid and issuer share repurchases made during the current calendar quarter).
Under the Investment Advisory Agreement, the incentive fee has two parts. The first part is calculated and payable quarterly in
arrears and equals 12.5% of pre-incentive fee net investment income for the immediately preceding calendar quarter, subject to a
preferred return of 1.25% per quarter (5% annualized), or “hurdle rate,” and a “catch-up” feature. The second part is determined and
payable in arrears as of the end of each calendar year in an amount equal to 12.5% of realized capital gains, if any, on a cumulative
basis from inception through the date of determination, computed net of all realized capital losses on a cumulative basis and unrealized
capital depreciation less the aggregate amount of any previously paid capital gain incentive fees, provided that no incentive fee on
capital gains was payable to the Adviser unless cumulative total return exceeded a 7% annual return on weighted average cumulative
capital called less cumulative distributions categorized as Returned Capital. "Returned Capital" means (i) any portion of distributions
made by the Company to a stockholder which represents (A) proceeds realized from the sale or repayment of any investment, as
opposed to investment income (but not in excess of the cost of any such investment), or (B) a return of such stockholder's capital
contributions to the Company, as determined by the Board, and/or (ii) any amount drawn down by the Company from unused capital
commitments from stockholders (as such amount of unused capital commitments may be increased by Returned Capital received by
such investor) to pay the management fee, the incentive fee or Company expenses.
For the year ended December 31, 2024, management fees were $11,520,000, incentive fees related to pre-incentive fee net
investment income were $18,801,000 and there were no incentive fees related to realized capital gains as computed in accordance with
the Investment Advisory Agreement. For the year ended December 31, 2024, there were no accrued capital gains incentive fees based
upon the cumulative net realized and unrealized appreciation (depreciation). The accrual for any capital gains incentive fee under U.S.
GAAP in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a
reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is
negative, then there is no accrual. No incentive fees on capital gains have been paid for the year ended December 31, 2024.
As of December 31, 2024, $8,738,000 was included in management and incentive fees payable in the Consolidated Statements
of Assets and Liabilities included in the Annual Report.
On June 26, 2017, the Adviser entered into a personnel agreement with Carlyle Employee Co., an affiliate of the Adviser,
pursuant to which Carlyle Employee Co. provides the Adviser with access to investment professionals.
Administration Agreement
On April 18, 2017, the Company entered into an administration agreement (the “Administration Agreement”) with the
Administrator. Unless terminated earlier, the Administration Agreement renews automatically for successive annual periods, provided
that such continuance is specifically approved at least annually by (i) the vote of the Board or by a majority vote of the outstanding
voting securities of the Company and (ii) the vote of a majority of the Company’s Independent Directors. The Administration
Agreement may not be assigned by a party without the consent of the other party and may be terminated by either party without
penalty upon at least 60 days’ written notice to the other party. On May 2, 2024, the Company’s Board, including a majority of the
Independent Directors, approved the continuance of the Company’s Administration Agreement with the Administrator for an
additional one-year term.
Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements equal to an amount
that reimburses the Administrator for its costs and expenses and the Company's allocable portion of overhead incurred by the
Administrator in performing its obligations under the Administration Agreement, including the Company's allocable portion of the
compensation paid to or compensatory distributions received by the Company’s officers (including the Chief Compliance Officer and
Chief Financial Officer) and respective staff who provide services to the Company, operations staff who provide services to the
Company, and any internal audit staff, to the extent internal audit performs a role in the Company's Sarbanes-Oxley Act internal
control assessment. Reimbursement under the Administration Agreement occurs quarterly in arrears.
For the year ended December 31, 2024, the Company incurred $1,791,000 in fees under the Administration Agreement, which
were included in administrative service fees in the Consolidated Statements of Operations included in the Annual Report. As of
December 31, 2024, $1,504,000 was unpaid and included in administrative service fees payable in the Consolidated Statements of
Assets and Liabilities included in the Annual Report.
16
Sub-Administration Agreements
On June 26, 2017, the Administrator entered into a sub-administration agreement with Carlyle Employee Co. (the “Carlyle Sub-
Administration Agreement”). Pursuant to the Carlyle Sub-Administration Agreement, Carlyle Employee Co. provides the
Administrator with access to personnel.
On June 22, 2017, the Administrator entered into a sub-administration agreement with State Street Bank and Trust Company
(the “State Street Sub-Administration Agreement” and, together with the Carlyle Sub-Administration Agreement, the “Sub-
Administration Agreements”).
On May 2, 2024, the Board, including a majority of the Independent Directors, approved the continuance of the Company’s
Sub-Administration Agreements for an additional one-year term.
For the year ended December 31, 2024, fees incurred in connection with the State Street Sub-Administration Agreement, which
amounted to $840,000, were included in other general and administrative in the Consolidated Statements of Operations included in the
Annual Report. As of December 31, 2024, $229,000 was unpaid and included in other accrued expenses and liabilities in the
Consolidated Statements of Assets and Liabilities included in the Annual Report.
Placement Fees
On June 26, 2017, the Company entered into a placement fee arrangement with TCG Capital Markets, L.L.C. (“TCG”), a
licensed broker-dealer and an affiliate of the Adviser, which may require stockholders to pay a placement fee to TCG for TCG’s
services.
For the year ended December 31, 2024, TCG accrued no placement fees from the Company’s stockholders in connection with
the issuance or sale of the Company’s common stock and paid that amount in placement fees to sub-placement agents.
Review, Approval or Ratification of Related Party Transactions
In the ordinary course of business, we may enter into transactions with affiliates and portfolio companies that may be considered
related party transactions. In order to ensure that we do not engage in any prohibited transactions with any persons affiliated with us,
we have implemented certain written policies and procedures whereby certain of our executive officers screen each of our transactions
for any possible affiliations between the proposed portfolio investment, us, companies controlled by us, stockholders that own more
than 5% of us and our employees and Directors. We will not enter into any agreements unless and until we are satisfied that doing so
will not raise concerns under the 1940 Act or, if such concerns exist, we have taken appropriate actions to seek review and approval by
our Board or exemptive relief for such transactions. Our Board will review these procedures on an annual basis.
From time to time, the Adviser, the Administrator or their respective affiliates, may pay third-party providers to provide goods
or services to us. We will subsequently reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid
on our behalf.
Address of Our Adviser and Administrator
The principal executive offices of our Adviser, Carlyle Global Credit Investment Management L.L.C., and our Administrator,
Carlyle Global Credit Administration L.L.C., are at One Vanderbilt Avenue, Suite 3400, New York, NY 10017.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our Directors and executive officers, as defined under the Exchange Act, and
persons who own more than 10% of a registered class of our equity securities to file initial reports of ownership and reports of changes
in ownership with the SEC. Such executive officers, Directors and stockholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file. Based solely upon a review of such forms filed by such persons, the Company believes that
all persons subject to the reporting requirements of Section 16(a) filed all required reports on a timely basis in 2024.
17
Required Vote
Provided that a quorum is present, each of Ms. Leslie E. Bradford and Mr. John G. Nestor  shall be elected by a plurality of all
the votes cast at the Meeting virtually or by proxy. Abstentions will not be included in determining the number of votes cast and, as a
result, will have no effect on this proposal. Shares represented by broker non-votes also are not considered votes cast and thus have no
effect on the proposal.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF
EACH OF LESLIE E. BRADFORD AND JOHN G. NESTOR.
18
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected EY to serve as our independent registered public accounting firm to audit our consolidated
financial statements for the year ending December 31, 2025. While the Audit Committee is responsible for the appointment,
compensation, retention, termination and oversight of the independent auditor, we are requesting, as a matter of good corporate
governance, that the stockholders ratify the appointment of EY as our independent registered public accounting firm. If the
stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain EY and may retain that firm or another
without re-submitting the matter to our stockholders. Even if the appointment is ratified, the Audit Committee may, in its discretion,
direct the appointment of a different independent registered public accounting firm at any time during the year.
EY’s representatives are expected to be available telephonically for the Meeting and will have an opportunity to make a
statement, if they so desire, as well as to respond to appropriate questions asked by our stockholders.
Principal Accountant Fees and Services
Set forth in the table below are audit fees and non-audit related fees billed to the Company and payable to EY for professional
services performed for the Company’s fiscal years ended December 31, 2024 and 2023.
Fiscal Year/Period
Audit Fees
Audit-Related
Fees (1)
Tax Fees (2)
All Other Fees (3)
2024
$499,420
$
$20,000
$
2023
$486,820
$
$20,000
$
(1)
“Audit-Related Fees” are those fees billed to the Company relating to audit services provided by EY.
(2)
“Tax Fees” are those fees billed to the Company in connection with tax consulting services performed by EY, including primarily the
review of the Company’s income tax returns.
(3)
“All Other Fees” are those fees billed to the Company in connection with permitted non-audit services performed by EY.
The Audit Committee reviews, negotiates and approves in advance the scope of work, any related engagement letter and the fees
to be charged by the independent registered public accounting firm for audit services and permitted non-audit services for the
Company and for permitted non-audit services for the Company’s Adviser and any affiliates thereof that provide services to the
Company if such non-audit services have a direct impact on the operations or financial reporting of the Company. All of the audit and
non-audit services described above for which fees were incurred by the Company for the fiscal years ended December 31, 2024 and
2023, were pre-approved by the Audit Committee, in accordance with its pre-approval policy.
Audit Committee Report
As part of its oversight of the Company’s financial statements, on February 18, 2025, the Audit Committee reviewed and
discussed with both management and the Company’s independent registered public accounting firm the Company’s financial
statements to be filed with the SEC for the fiscal year ended December 31, 2024. Management advised the Audit Committee that all
financial statements were prepared in accordance with U.S. GAAP, and reviewed significant accounting matters with the Audit
Committee. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be
discussed by the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”).
The Audit Committee has pre-approved, in accordance with its pre-approval policy, the permitted audit, audit-related, tax, and
other services to be provided by EY, the Company’s independent registered public accounting firm, in order to assure that the
provision of such services does not impair the firm’s independence.
Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the
Audit Committee for specific pre-approval in accordance with its pre-approval policy, irrespective of the amount, and cannot
commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit
Committee. However, the Audit Committee has delegated pre-approval authority to the Chairman of the Audit Committee, Nigel D.T.
Andrews, who reports any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does
not delegate its responsibilities to pre-approve services performed by EY to management.
The Audit Committee received and reviewed the written disclosures from EY required by the applicable PCAOB rule regarding
the independent registered public accounting firm’s communications with audit committees concerning independence, and has
discussed with EY its independence. The Audit Committee has reviewed the audit fees paid by the Company to EY. It has also
reviewed non-audit services and fees to assure compliance with the Company’s and the Audit Committee’s policies restricting EY
from performing services that might impair its independence.
19
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Company’s
financial statements as of and for the year ended December 31, 2024 be included in the 2024 Form 10-K, for filing with the SEC. The
Audit Committee also recommended the appointment of EY to serve as the independent registered public accounting firm of the
Company for the fiscal year ending December 31, 2025.
Audit Committee Members:
Nigel D.T. Andrews, Chairman
John G. Nestor
Leslie E. Bradford
William H. Wright II
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by
reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or
after the date hereof and irrespective of any general incorporation language in any such filing.
Required Vote
The affirmative vote of a majority of the votes cast at the Meeting, in person or by proxy, provided a quorum is present, is
required to ratify the appointment of EY to serve as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2025. Abstentions will not be included in determining the number of votes cast and, as a result, will not have
any effect on the result of the vote. Because brokers will have discretionary authority to vote for the ratification of the appointment of
the Company’s independent registered public accounting firm in the event that they do not receive voting instructions from the
beneficial owner of the shares, there will not be any broker non-votes with respect to this proposal.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF EY AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.
20
OTHER BUSINESS
The Board is not aware of any other matter to be submitted at the Meeting. If any other matter properly comes before the
Meeting, the persons named in the enclosed form of proxy generally will have discretionary authority to vote the shares thereby
represented in accordance with their judgment.
21
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
Inclusion of Proposals in Our Proxy Statement and Proxy Card Under the SEC’s Rules
Any proposal of a stockholder intended to be included in our proxy statement and form of proxy/voting instruction card for the
2026 annual meeting of stockholders pursuant to the SEC’s Rule 14a-8 must be received by us no later than December 31, 2025. Such
proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be
included in the proxy statement and form of proxy. All proposals should be addressed to the Secretary of the Company, Joshua
Lefkowitz, One Vanderbilt Avenue, Suite 3400, New York, NY 10017.
Bylaw Requirements for Stockholder Submission of Nominations and Proposals
A stockholder recommendation for nomination of a person for election to our board or a proposal for consideration at our 2026
annual meeting of stockholders, other than stockholder proposals submitted pursuant to the SEC’s Rule 14a-8, must be submitted in
accordance with the advance notice procedures and other requirements set forth in our Bylaws. These requirements are separate from
the requirements discussed above to have the stockholder nomination or other proposal included in our proxy statement and form of
proxy/voting instruction card pursuant to the SEC’s rules. The item to be brought before the meeting must be a proper subject for
stockholder action. Our Bylaws require that, to be timely, a stockholder’s notice shall set forth all information required and shall be
delivered to the Secretary at the principal executive office of the Company at the above address not earlier than the 150th day nor later
than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the Meeting. As a
result, a stockholder’s notice pursuant to these provisions of our Bylaws must be received no earlier than December 1, 2025 and no
later than 5:00 p.m., Eastern Time, on December 31, 2025; provided, however, that in the event that the date of the 2025 annual
meeting of stockholders is advanced or delayed by more than 30 days from the first anniversary of the Meeting, notice by the
stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of the 2026 annual meeting of
stockholders and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting, as
originally convened, or the 10th day following the day on which public announcement of the date of such meeting is first made.
ANNUAL REPORT
A copy of our Annual Report, which consists of our 2024 Form 10-K (including financial statements), is available, along with
the Proxy Statement, online at www.proxyvote.com. If a printed copy of the Proxy Statement is requested, the Annual Report will be
furnished with the Proxy Statement.
WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE MEETING, WE URGE YOU TO VOTE OVER THE
INTERNET, BY TELEPHONE OR BY MARKING, SIGNING AND RETURNING YOUR PROXY OR VOTING
INSTRUCTION CARD AS SOON AS POSSIBLE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors,
/s/ Joshua Lefkowitz
Joshua Lefkowitz
Secretary
1
Appendix A
CARLYLE CREDIT SOLUTIONS, INC.
AUDIT COMMITTEE CHARTER
I. PURPOSE
The purposes of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Carlyle Credit Solutions,
Inc. and its subsidiaries (collectively, the “Company”) shall be to provide assistance to the Board in fulfilling its legal and fiduciary
obligations with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance
functions of the Company and its subsidiaries, including, without limitation:
a.assisting the Board’s oversight of:
i.the quality and integrity of the Company’s financial statements;
ii.the Company’s compliance with legal and regulatory requirements;
iii.the Company’s independent registered public accounting firm’s qualifications and independence; and
iv.the performance of the Company’s independent registered public accounting firm and the Company’s internal audit
function; and
b.directly appoint, retain, review and terminate the Company’s independent registered public accounting firm; and
c.preparing the Committee report, to the extent required by applicable rules and regulations of the Securities and Exchange
Commission (the “SEC”) to be included in the Company’s annual report on Form 10-K, as incorporated by reference to the
Company’s annual proxy statement.
II. STRUCTURE AND OPERATIONS
Independence Requirements
The Committee shall be comprised of three or more members of the Board, each of whom is determined by the Board to be
“independent” under the listing standards of the NASDAQ Global Market (“NASDAQ”) and Rule 10A-3(b)(1) under the Securities
Exchange Act of 1934, as amended. For the avoidance of doubt, the Committee members also shall be independent of the Company’s
independent registered public accounting firm.
Financial Literacy & Expertise Requirement
All members of the Committee must be financially literate, as such qualification is interpreted by the Board in its business
judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Committee. At
least one member must have accounting or related financial management expertise as required by NASDAQ Rule 5605(c)(2)(A).  The
Board shall assess whether any member is an “audit committee financial expert,” as defined by the SEC pursuant to the Sarbanes-
Oxley Act of 2002 (the “SOX Act”).
Limitation on Memberships of other Audit Committees
No member of the Committee may serve on the audit committee of more than two other public companies, unless the Board
determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee.  Any
such determination must be disclosed in the Company’s annual report on Form 10-K.
Limitation on Other Compensation
No member of the Committee shall receive compensation from the Company or any of its subsidiaries other than (i) director’s
fees for service as a director of the Company, including reasonable compensation for serving on the Committee and regular benefits
that other directors receive, but only to the extent the directorship on the affiliate’s board of directors and related compensation has
been approved by the Board and (ii) a pension or similar compensation (including deferred compensation) for prior service with the
Company, provided that such compensation is fixed and is not conditioned on continued or future service to the Company.
2
Appointment and Removal
The members of the Committee shall be appointed by the Board and shall serve until such member’s successor is duly elected
and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without
cause, by a majority vote of the Board.
Chairman
Unless a chairman of the Committee (the “Chairman”) is elected by the full Board, the members of the Committee may designate
a Chairman by the majority vote of the full Committee membership. The Chairman will chair all regular sessions of the Committee
and set the agendas for Committee meetings.
Subcommittees
The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such
subcommittees such power and authority as the Committee deems appropriate.
III. MEETINGS
The Committee shall meet at least quarterly, or more frequently as circumstances dictate. As part of its goal to foster open
communication, the Committee shall periodically meet separately with each of the following:
i.management;
ii.the person or persons responsible for the internal audit function for the Company, as it pertains to management’s assessment
of internal controls over financial reporting required by Section 404 of the SOX Act, which may include persons who are not
employees of the Company but are performing such function on behalf of the Company (the “Internal Audit Group”); and
iii.the Company’s independent registered public accounting firm;
in each case, to discuss any matters that the Committee or any of these groups believe would be appropriate to discuss privately. In
addition, the Committee should meet with the independent registered public accounting firm and management quarterly to review the
Company’s financial statements in a manner consistent with that outlined in Section IV of this Charter.
At all meetings of the Committee, a majority of the members shall constitute a quorum for the transaction of business and the act
of a majority of Committee members at any meeting at which there is a quorum shall be an act of the Committee. Any matter that is
put to a vote which results in a tie shall be decided by the Chairman of the Audit Committee. The Chairman or any member of the
Committee may call meetings of the Committee. All meetings of the Committee may be held telephonically. In addition, the
Committee may invite to its meetings, or communicate with, any director, officer or employee of the Company and such other persons
as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it
deems appropriate in order to carry out its responsibilities.
IV. RESPONSIBILITIES
Overview
The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in
Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional
functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory,
legal or other conditions. These functions are the sole responsibility of the Committee and may not be allocated to a different
committee, other than a sub-committee of the Committee. The Committee shall also carry out any other responsibilities delegated to it
by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.
Review of Financial and Other Information
1.Review with management and the independent registered public accounting firm prior to public dissemination the Company’s
annual audited financial statements and quarterly financial statements, including the Company’s disclosures under
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” any comments or recommendations
of the independent registered public accounting firm and any reports of the independent registered public accounting firm with
respect to interim financial reviews as required by applicable auditing standards.
3
2.Discuss with the independent registered public accounting firm the matters required to be discussed by applicable standards of the
Public Accounting Oversight Board and approved by the SEC from time to time, including any critical accounting matters.
3.Perform any functions required to be performed by it or otherwise appropriate under applicable law, rules or regulations or other
directives of the Board, including review of any certification required to be reviewed in accordance with applicable law or
regulations of the SEC by the Committee.
4.Review the Company’s disclosure controls and procedures and internal control over financial reporting. The review of internal
control over financial reporting shall include whether there are any significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably likely to affect the Company’s ability to record,
process, summarize and report financial information and any fraud involving management or other employees with a significant
role in internal control over financial reporting.
5.Review and discuss with the independent registered public accounting firm a draft of the report of the independent registered
public accounting firm.
Independent Registered Public Accounting Firm
6.Directly appoint, retain, review and terminate the Company’s independent registered public accounting firm and approve all audit
engagement fees and terms.
7.Inform the Company’s independent registered public accounting firm that such auditing firm shall report directly to the
Committee.
8.Review and approve the scope and staffing of the independent registered public accounting firm’s annual audit plans.
9.Review, at least annually, the qualifications, performance and independence of the independent registered public accounting firm
including a review of the lead partner of the independent audit team and present its conclusions with respect to the independent
registered public accounting firm to the full Board. In conducting its review and evaluation, the Committee should:
(i)obtain and review a report by the Company’s independent registered public accounting firm describing:
(a)the auditing firm’s internal quality-control procedures;
(b)any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm, or by
any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or
more independent audits carried out by the auditing firm, and any steps taken to deal with any such issues; and
(c)all relationships between the independent registered public accounting firm and the Company in order to assess the
independent registered public accounting firm’s objectivity or independence;
(ii)obtain and review a report by the Company’s independent registered public accounting firm describing how all auditing
personnel are rotated in accordance with, and to the extent required by, applicable laws and regulations;
(iii)confirm with the independent registered public accounting firm that the audit partners do not earn or receive any
compensation based on selling engagements to the Company to provide any services to the extent such compensation would
compromise the independence of the accountant or auditor under the rules promulgated by the SEC; and
(iv)take into account the opinions of management and the Internal Audit Group.
10.Oversee the work of the Company’s independent registered public accounting firm, including the resolution of any disagreement
between management and the auditors regarding financial reporting, for the purpose of preparing or issuing an audit report or
related work.
Pre-Approval of Independent Registered Public Accounting Firm Engagements
11.Approve in advance any audit or non-audit engagement or relationship between the Company, its investment adviser, its
administrator or any entity controlling, controlled by, or under common control with such investment adviser or administrator that
provides ongoing services to the Company, if the engagement relates directly to the operations and financial reporting of the
Company and the independent registered public accounting firm, other than “prohibited non-auditing services,” as determined
from time to time by the SEC, the Public Company Accounting Oversight Board or NASDAQ through regulation or listing
requirements.
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The Committee may:
(i)pre-approve audit and non-audit services based on policies and procedures adopted by the Committee (Annex A), provided:
(a)the policies and procedures are detailed as to the particular service;
(b)the Committee is informed of each service on a timely basis;
(c)such policies and procedures do not include delegation of the Committee’s responsibilities to management; and
(d)to the extent required by applicable rules and regulations of the SEC, such policies and procedures are disclosed in
the Company’s annual report or proxy statement; and/or
(ii)delegate to one or more of its members the authority to approve in advance all audit or non-audit services to be provided by
the independent registered public accounting firm so long as decisions made by such member are presented to the full
Committee at the immediately subsequent scheduled meeting.
Notwithstanding the foregoing, pre-approval is not necessary for minor non-audit services if:
(i)the aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the
total amount of revenues paid by the Company to its independent registered public accounting firm during the fiscal year in
which the non-audit services are provided;
(ii)such services were not recognized by the Company at the time of the engagement to be non-audit services; and
(iii)such services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the
Committee or by one or more members of the Committee to whom authority to grant such approvals has been delegated by
the Committee.
(iv)separate disclosure of the services retroactively approved under this exception is made in accordance with the proxy
disclosure rules.
Financial Reporting Process
12.In consultation with the independent registered public accounting firm, management and the Internal Auditor Group (as it pertains
to management’s assessment of internal controls over financial reporting required by Section 404 of the SOX Act), review the
integrity of the Company’s financial reporting processes, both internal and external. In that connection, the Committee shall, prior
to the filing by the Company of its annual report and at such other times that the Committee deems appropriate, obtain and discuss
with management and the independent registered public accounting firm reports from management and the independent registered
public accounting firm regarding:
(i)all critical accounting policies and practices to be used by the Company;
(ii)analyses prepared by management and/or the independent registered public accounting firm setting forth significant financial
reporting issues and judgments made in connection with the preparation of the financial statements, including all alternative
treatments of financial information within generally accepted accounting principles related to material items that have been
discussed with management, the ramifications of the use of the alternative disclosures and treatments, and the treatment
preferred by the independent registered public accounting firm;
(iii)major issues regarding accounting principles and financial statement presentations, including any significant changes in the
Company’s selection or application of accounting principles;
(iv)major issues as to the adequacy of the Company’s internal controls and any specific audit steps adopted in light of any
material control deficiencies; and
(v)any other material written communications between the independent registered public accounting firm and the Company’s
management.
13.Review periodically the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial
statements of the Company.
14.Review with the independent registered public accounting firm any audit problems or other difficulties encountered by the
independent registered public accounting firm in the course of the audit process, including any restrictions on the scope of the
independent registered public accounting firm’s activities or on access to requested information, and any significant
disagreements with management and management’s responses to such matters. Without excluding other possibilities, the
Committee may wish to review with the independent registered public accounting firm:
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(i)any accounting adjustments that were noted or proposed by the independent registered public accounting firm but were
“passed” (as immaterial or otherwise);
(ii)any communications between the audit team and the audit firm’s national office respecting auditing or accounting issues
presented by the engagement; and
(iii)any “management” or “internal control” letter issued, or proposed to be issued, by the independent registered public
accounting firm to the Company.
15.Discuss with management and the independent registered public accounting firm any correspondence with regulators or
governmental agencies and any published reports which raise material issues regarding the Company’s financial statements or
accounting policies.
Valuation
16.Whereas the Board is responsible for determining the fair value of the Company’s assets, on a quarterly basis, in accordance with
the terms of FASB Accounting Standards Codification Topic 820, Fair Value Measurement (“ASC 820”), the Board has
determined that the investment adviser should be designated as the Company's valuation designee pursuant to Rule 2a-5 under the
Investment Company Act of 1940, as amended.
Internal Audit Group
17.The head of the Internal Audit Group will have a direct reporting line to the Committee to communicate any findings or concerns
relative to management’s assessment of internal controls over financial reporting required by Section 404 of the SOX Act, or
other management activities, financial reporting risks, or found discrepancies.
18.At least annually, the Audit Committee shall evaluate the performance, responsibilities, budget and staffing of the Internal Audit
Group and review the internal audit plan as it pertains to management’s assessment of internal controls over financial reporting
required by Section 404 of the SOX Act.
Compliance
19.At least annually, review with management, the Chief Financial Officer, Treasurer and Chief Compliance Officer, the Company’s
compliance programs, including the Code of Ethics for Principal Executive and Senior Financial Officers and the Supplemental
Whistleblower Report Procedures.
20.Discuss with the General Counsel legal matters that may have a material impact on the Company’s financial statements or
compliance policies.
21.Review findings of regulatory agencies’ examination.
General
22.While the Company has no employees and does not anticipate hiring any employees, to the extent that it ever does hire
employees, it will set clear hiring policies for employees and former employees of the independent registered public accounting
firm. At a minimum, these policies must prohibit:
i.the hiring of members of the Company’s audit engagement team in a position at the Company which would cause the
auditing firm to no longer qualify as independent under the rules promulgated by the SEC; and
ii.the hiring of any employee or former employee of the Company’s independent registered public accounting firm or any firm
providing the Company with internal auditing services, including management’s assessment of internal controls over
financial reporting required by Section 404 of the SOX Act, without the prior approval of the Committee.
23.Review with management and the independent registered public accounting firm the areas of material risk to the operations and
financial results of the Company, including major financial risks and exposures and the Company’s guidelines and policies with
respect to risk assessment and risk management.
24.Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting,
internal accounting controls, or auditing matters and for the confidential, anonymous submission by officers of the Company or
employees of service provider affiliates of concerns regarding questionable accounting or auditing matters.
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Preparation of Reports
25.Prepare all Committee reports, to the extent required by applicable rules and regulations of the SEC to be included in the
Company’s annual report on Form 10-K, as incorporated by reference to the Company’s annual proxy statement, pursuant to and
in accordance with such rules and regulations.
26.Report regularly to the Board of Directors:
(i)with respect to any issues that arise with respect to the quality or integrity of the Company’s financial statements, the
Company’s compliance with legal or regulatory requirements, the qualification, the performance and independence of the
Company’s independent registered public accounting firm or the performance of the Internal Audit Group;
(ii)with respect to such other matters as are relevant to the Committee’s discharge of its responsibilities; and
(iii)with respect to such recommendations as the Committee may deem appropriate.
The report to the Board may be written or take the form of an oral report by the Chairman or any other member of the
Committee designated by the Committee to make such report.
27.Maintain minutes or other records of meetings and activities of the Committee.
Outside Advisors and Funding
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the
Committee deems appropriate. In this regard, the Committee shall have the authority to retain independent legal, accounting or other
advisors as it reasonably deems necessary to carry out its duties, including the authority to approve the fees payable to such advisors
and any other terms of retention. The Committee shall be provided with funds necessary to engage independent advisors and to fund
its ordinary administrative expenses that are necessary or appropriate to carry out its duties, in each case, as determined by the
Committee in its sole discretion.
Access
The Committee, in discharging its oversight role, shall be given full access to all of the following:
(i)all persons included in the management’s assessment of internal controls over financial reporting required by Section 404 of
the SOX Act,
(ii)the Board;
(iii)all officers of the Company and employees of its affiliated service providers; and 
(iv)the independent registered public accounting firm;
in each case, as necessary, to carry out these responsibilities.
V. ANNUAL PERFORMANCE EVALUATION
The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members,
including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at
least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee
considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.
VI. LIMITATION OF RESPONSIBILITY
Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and for
maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm
are responsible for planning and carrying out a proper audit and reviews, including audits of the Company’s annual financial
statements, reviews of the quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other
procedures.
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In fulfilling their responsibilities hereunder, it is recognized that the members of the Committee are not employees of the
Company and are not, and do not represent themselves to be, accountants or auditors by profession or experts in the fields of
accounting or auditing, including in respect of auditor independence. Therefore, it is not the duty or responsibility of the Committee to
conduct “field work” or other types of auditing or accounting reviews or procedures or to set audit or independence standards, and
each member of the Committee shall be entitled to rely on:
(i)the integrity and skill of those persons and organizations within and outside the Company from which it receives information;
and
(ii)the accuracy of the financial and other information provided by such persons or organizations absent actual knowledge to the
contrary (which shall be promptly reported to the Board of Directors).
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CARLYLE CREDIT SOLUTIONS, INC.
PRIVACY NOTICE
As part of our compliance with the provisions of certain privacy regulations issued by the United States federal government, we are
required to provide you with notice of our policies and practices relating to the use and sharing of your personal information. For
residents of the European Economic Area (“EEA”), please also refer to the EEA Investor Privacy Notice, which is available for your
review at https://www.carlyle.com/sites/default/files/documents/TCGBDCII_Inc_EEA_PrivacyNotice.pdf.
We are committed to maintaining the confidentiality, integrity and security of our current and former investors’ non-public personal
information. Accordingly, we have developed internal policies to protect confidentiality while allowing investors’ needs to be met. We
will not disclose any non-public personal information about investors who are individuals, except to our affiliates and service
providers as allowed by applicable law or regulation. In the normal course of serving our investors, information we collect may be
shared with companies that perform various services such as our accountants and attorneys. We collect non-public information about
you from the following sources:
Information we receive on subscription agreements or other forms, such as name, address, account number and the
types and amounts of investments; and
Information about transactions with us or our affiliates, such as participation in other investment programs,
ownership of certain types of accounts or other account data and activity.
We may disclose the information that we collect from our investors or former investors, as described above, only to our affiliates and
service providers and only as allowed by applicable law or regulation. Any party that receives this information will use it only for the
services required by us and as allowed by applicable law or regulation, and is not permitted to share or use this information for any
other purpose. To protect the non-public personal information of individuals, we permit access only by authorized personnel who need
access to that information to provide services to the fund and its investors. In order to guard investors’ non-public personal
information, we maintain physical, electronic and procedural safeguards that are designed to comply with applicable law.
Non-public personal information that we collect about you will generally be stored on secured servers located in the United States. An
individual investor’s right to privacy extends to all forms of contact with us, including telephone, written correspondence and
electronic media, such as the Internet.
Please be assured that we are committed to protecting the privacy of non-public information about you.
Sincerely,
Carlyle Credit Solutions, Inc.
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