As filed with the Securities and Exchange Commission on September 21, 2026

Registration No. 333-298812

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-14

 

 

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

 

		Pre-Effective Amendment No. 1			☒
		Post-Effective Amendment No.			☐

(Check appropriate box or boxes)

 

 

New Carlyle Credit Solutions

(Exact Name of Registrant as Specified in Charter)

 

 

One Vanderbilt Avenue, Suite 3400

New York, New York 10017

(Address of Principal Executive Offices)

(212) 813-4900

(Area Code and Telephone Number)

Joshua Lefkowitz

Carlyle Global Credit Investment Management LLC

One Vanderbilt Avenue, Suite 3400

New York, New York 10017

(Name and Address of Agent for Service)

 

 

Copies to:

William G. Farrar, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4940

 

 

Approximate Date of Proposed Public Offering: As soon as practicable after this registration statement becomes effective and upon completion of the transactions described in the enclosed document.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

this entire document, including “Risk Factors” beginning on page 43 and as otherwise incorporated by reference in the accompanying joint proxy statement/prospectus, for a discussion of the risks relating to the Reorganization and Fund. The Fund files periodic reports, current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”). This information is available free of charge, and stockholder inquiries can be made, by contacting the Fund at One Vanderbilt Avenue, Suite 3400, New York, NY 10017 or by calling the Fund at (212) 813-4900. The SEC also maintains a website at www.sec.gov that contains such information.

As always, we appreciate your support.

Sincerely,

/s/ Alex Chi

Alex Chi

Director and Chief Executive

Officer

 

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IMPORTANT INFORMATION

FOR SHAREHOLDERS OF

CARLYLE CREDIT SOLUTIONS, INC.

QUESTIONS & ANSWERS

The questions and answers below highlight only selected information from this joint proxy statement/prospectus. They do not contain all of the information that may be important to you. You should read carefully this entire document to fully understand the Plan and the transactions contemplated thereby and the Reorganization Proposal to be presented at and the voting procedures for the Special Meeting.

 

Q:	Why is a Special Meeting of Fund stockholders being held?

 

A:

The board of directors (the “Board of Directors”) of Carlyle Credit Solutions, Inc. (the “Fund” or “CARS”) has determined that it would be in the best interests of the Fund and its stockholders to reorganize the Fund from a Maryland corporation into a Delaware statutory trust (the “Reorganization”). The Board of Directors has determined that the most efficient and effective means of accomplishing the Reorganization would be through the merger of the Fund with and into New Carlyle Credit Solutions, a newly formed Delaware statutory trust (the “Successor Fund” or “New CARS” and, together with the Fund, the “Funds”), that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”), and that was formed for the purpose of effecting the Reorganization, as further described in the enclosed Joint Proxy Statement/Prospectus.

Pursuant to the Reorganization, stockholders of the Fund will receive shares of beneficial interest of a particular class of the Successor Fund in exchange for their shares of common stock of the same class of the Fund. Following the Reorganization, the Successor Fund will continue the business and operations of the Fund as a closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act and will have the same investment objectives, investment strategies, investment adviser, management team and portfolio as the Fund. The Special Meeting is being held to consider and vote upon the Reorganization, which requires approval of the Fund’s stockholders.

 

Q:	What matters will be voted on at the Special Meeting of Fund stockholders?

 

A:

The Special Meeting is being held so that stockholders of the Fund may consider and approve the Agreement and Plan of Reorganization, dated as of September 8, 2026 (the “Plan”), among the Fund, the Successor Fund, and, for the limited purposes set forth therein, Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company (the “Adviser”) (the “Reorganization Proposal”).

The Reorganization will be consummated if the Fund’s stockholders approve the Reorganization Proposal, subject to satisfaction or waiver of certain other closing conditions set forth in the Plan. If the Reorganization is not consummated, the Fund will continue to operate as it currently does.

The Reorganization Proposal

 

Q:	Why is the Reorganization being recommended?

 

A:

The Board of Directors of the Fund has determined that it would be in the best interests of the Fund and its stockholders to reorganize the Fund from a Maryland corporation into a Delaware statutory trust. The Board of Directors believes that the Delaware statutory trust structure provides a flexible and efficient organizational form that may enhance the Fund’s governance and administrative framework, lead to operating efficiencies and lower expenses for stockholders over time, and permit the Fund to operate under uniform, modern and flexible governing documents.

 

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The Board of Directors also considered that the Reorganization would provide greater certainty regarding limitations on liability for the obligations of the Successor Fund and its board of trustees (the “Board of Trustees”) and greater flexibility in structuring stockholder voting rights and stockholder meetings. In particular, the Successor Fund will not have a classified board or hold annual elections of trustees, which is expected to eliminate the recurring cost and administrative burden of annual meetings and related proxy solicitations. The Board of Directors also considered that, under the Successor Fund’s Agreement and Declaration of Trust (the “Declaration of Trust”) and Bylaws (the “Successor Fund Bylaws”), the Board of Trustees will have broader authority to act (subject to the 1940 Act and Delaware law), including the ability to amend the Declaration of Trust without shareholder approval in many circumstances, which may allow the Successor Fund to react more quickly to changes in competitive and regulatory conditions and to reduce administrative burdens such as filings with state authorities each time the governing documents are amended. The Board of Directors believes that the Reorganization provides an efficient means of accomplishing this transition while preserving continuity of the Fund’s business and operations.

The Board of Directors has approved the Reorganization after determining that it is in the best interests of the Fund and that the interests of existing stockholders will not be diluted as a result of the Reorganization. Following the Reorganization, the Successor Fund will have the same investment objectives, investment strategies, investment adviser, management team and portfolio as the Fund.

 

Q:	Will the Fund’s investment objectives, strategies, policies, portfolio manager, investment adviser or fees change as a result of the Reorganization?

 

A:

Following the Reorganization, the Successor Fund will have the same investment objectives, investment strategies, investment policies, portfolio holdings, investment adviser, management team and fee structure as the Fund immediately prior to the Reorganization. While the Successor Fund will have the same fee structure as the Fund, the Successor Fund is expected to have higher total expenses per share following the Reorganization because of a higher expected leverage profile.

In addition, the Fund and the Successor Fund will have identical investment risks as each focuses on originating and investing in senior secured loans and other credit investments of U.S. middle market companies, primarily those backed by private equity sponsors. However, the Successor Fund has a reduced asset coverage requirement, as such term is defined in the 1940 Act, of 150% while the Fund currently operates under a 200% asset coverage requirement. As a result, the Successor Fund will have increased borrowing risk. Please see “Risk Factors—We borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us” in Part I, Item 1A of the Fund’s Annual Report on Form 10-K (File No.  814-01248) for the fiscal year ended December 31, 2025, which is incorporated herein by reference.

 

Q:	Will the management of the Fund change?

 

A:

No. The Adviser is the investment adviser to the Fund and will serve as investment adviser to the Successor Fund. In addition, the Successor Fund will be overseen by a Board of Trustees comprised of the same individuals who currently serve on the Board of Directors, and the day-to-day management of the Successor Fund will be conducted by the same management team that currently manages the Fund.

 

Q:	How will the management fee and incentive fee rates of the Fund compare to that of the Successor?

 

A:	The management fee and incentive fee rates payable by the Successor Fund will be identical to the management fee and incentive fee rates currently payable by the Fund.

 

Q:	How will the Reorganization affect the fees and expenses of the Fund?

 

A:

The Reorganization will not result in any material changes to the Fund’s ongoing advisory arrangements or operating expenses. The Adviser will bear the costs associated with the Reorganization, including legal, accounting, printing, filing, solicitation and other transaction-related expenses. However, the Successor

 

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Fund is expected to have higher total expenses per share following the Reorganization because of a higher expected leverage profile. The Successor Fund is expected to have interest payments on borrowed funds in the first year following completion of the Reorganization that are approximately 249 basis points higher per share than the Fund because of a higher expected leverage profile. Further, to the extent that the Successor Fund’s expected use of additional leverage produces incremental Pre-Incentive Net Investment Income above the applicable hurdle rate of 1.25% per quarter (5.00% annually), the incentive fee payable to the Adviser may also increase. The Successor Fund is expected to have incentive fees in the first year following completion of the Reorganization that are approximately 23 basis points higher per share than the Fund because of the higher expected leverage profile. See “Comparison of Pro Forma Historical Expenses.” While future returns cannot be guaranteed and the Successor Fund may not be able to achieve its expected returns or any returns at all, the Successor Fund is expected to benefit from accretion to net investment income, and a corresponding potential for higher distributions to shareholders over time, due to the ability of the Successor Fund to access greater leverage as a result of the Successor Fund’s 150% asset coverage ratio, as defined in the 1940 Act, instead of the Fund’s current 200% asset coverage ratio.

 

Q:	How will the Reorganization be effected?

 

A:

Subject to approval by the Fund’s stockholders and the satisfaction or waiver of the other conditions set forth in the Plan, the Fund will merge with and into the Successor Fund. In connection with the Reorganization, the Fund’s assets and liabilities will become the assets and liabilities of the Successor Fund, and stockholders of the Fund will receive shares of beneficial interest of the Successor Fund in the same class as their previously held shares of the Fund. Following the Reorganization, the Fund will cease to exist and the Successor Fund will continue the business and operations of the Fund as a closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act. In addition, the Successor Fund will change its name to “Carlyle Credit Solutions.”

 

Q:	How will the number of shares of the Successor Fund that I receive be determined?

 

A:

The aggregate net asset value of the shares of a particular class of the Successor Fund received by a stockholder in the Reorganization will equal the aggregate net asset value of the shares of the Fund of the same class held by such stockholder immediately prior to the Reorganization. Accordingly, the Reorganization will not dilute the interests of existing stockholders of the Fund. The exchange ratio will be determined based on the relative net asset values of each class of shares of the Fund and the Successor Fund immediately prior to the closing of the Reorganization.

 

Q:	Will I have to pay any sales load, commission or other similar fees in connection with the Reorganization?

 

A:	No. Stockholders of the Fund will not pay any sales load, commission or similar fee in connection with the Reorganization.

 

Q:	Who will bear the costs of the Reorganization?

 

A:	The expenses incurred in connection with the Reorganization, including legal, accounting, printing, filing, solicitation and other transaction-related expenses, will be borne by the Adviser.

 

Q:	Will I have to pay any U.S. federal taxes as a result of the Reorganization?

 

A:

The Reorganization is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. If the Reorganization so qualifies, stockholders generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their shares of the Fund for shares of the Successor Fund in the Reorganization. See “—Additional Information about the Funds and the Reorganization—U.S. Federal Income Tax Considerations in Connection with the Reorganization” in this Joint Proxy Statement/Prospectus for additional information.

 

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Q:	When is the Reorganization expected to occur?

 

A:	Assuming that the Fund’s stockholders approve the Reorganization Proposal and that all other conditions to closing are satisfied or waived, the Reorganization is expected to occur in the fourth quarter of 2026.

 

Q:	Will the Reorganization affect the liquidity of my investment?

 

A:

No. The Successor Fund is expected to continue to operate as a non-traded, privately offered business development company following the Reorganization. Shares issued in the Reorganization will not be listed or traded on any securities exchange. As a result, stockholders should not expect the Reorganization to provide a public trading market for their shares or otherwise result in a material change to the liquidity of their investment.

The Successor Fund is expected to continue the Fund’s quarterly tender offer program on the same terms and at the same frequency as the Fund immediately prior to the Reorganization. Participation in any tender offer will remain subject to the terms and conditions of the applicable tender offer and there can be no assurance that shareholders of the Successor Fund will be able to sell all of the shares they wish to tender. However, for purposes of determining the applicability of any early repurchase fee to a tender of shares acquired in the Reorganization in a tender offer by the Successor Fund, shares of the Successor Fund tendered will be credited with the holding period applicable to the shares of the Fund exchanged for the tendered Successor Fund shares.

 

Q:	Will the Reorganization affect the Fund’s quarterly tender offer program?

 

A:

No. Following the Reorganization, the Successor Fund is expected to continue the Fund’s quarterly tender offer program on the same terms and at the same frequency as the Fund immediately prior to the Reorganization. The Reorganization is not intended to result in any material change to the Fund’s tender offer program or the opportunities available to shareholders of the Successor Fund to participate in such tender offers. However, for purposes of determining the applicability of any early repurchase fee to a tender of shares acquired in the Reorganization in a tender offer by the Successor Fund, shares of the Successor Fund tendered will be credited with the holding period applicable to the shares of the Fund exchanged for the tendered Successor Fund shares.

Shareholders should be aware that tender offers will be made at the discretion of the Board of Trustees of the Successor Fund and will be subject to applicable law and the terms of the Successor Fund’s governing documents. For additional information regarding the Fund’s tender offer program, see the Fund’s Annual Report on Form 10-K (File No.  814-01248) for the fiscal year ended December 31, 2025, which is incorporated herein by reference.

 

Q:	How does the Board of Directors suggest that I vote?

 

A:	The Board of Directors of the Fund unanimously recommends that stockholders vote “FOR” the Reorganization Proposal.

Miscellaneous Matters

 

Q:	Who is eligible to vote?

 

A:	Holders of record of the Fund’s common stock at the close of business on September 22, 2026, are entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof.

 

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Q:	Will my vote make a difference?

 

A:	Yes. Your vote is important regardless of the number of shares you own. The Reorganization cannot be completed unless the Reorganization Proposal receives the required stockholder approval.

 

Q:	Who is asking for my vote?

 

A:	The Board of Directors of the Fund is soliciting your vote.

 

Q:	How do I vote my proxy?

 

A:	You may vote by any of the methods described in the accompanying Notice of Special Meeting and proxy card, including by telephone, through the Internet, by mail or by attending and voting at the Special Meeting.

 

Q:	What vote is required to approve the Reorganization Proposal?

 

A:	Approval of the Reorganization Proposal requires the affirmative vote of a majority of the votes entitled to be cast on the Reorganization Proposal. Each outstanding share of common stock of the Fund is entitled to one vote on the Reorganization Proposal.

 

Q:	What will happen if the Reorganization Proposal is not approved?

 

A:

If the Reorganization Proposal is not approved by stockholders, the Reorganization will not be completed. In that event, the Fund will continue to operate as a Maryland corporation and as a closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act.

 

Q:	What are the quorum requirements?

 

A:

A quorum will be present at the Special Meeting if stockholders entitled to cast a majority of the votes entitled to be cast at the Special Meeting are present or represented by proxy. Abstentions and broker non-votes, if any, will be treated as present for purposes of determining whether a quorum is present.

 

Q:	How are abstentions and broker non-votes treated for purposes of the Reorganization Proposal?

 

A:

Each abstention will have the same effect as a vote against the Reorganization Proposal. Broker non-votes are described as votes cast by a broker or other nominee on behalf of a beneficial holder who does not provide explicit voting instructions to such broker or nominee and who does not attend the meeting. The Reorganization Proposal is a non-routine matter for the Fund. As a result, if a holder of the Fund’s common stock holds shares of common stock in “street name” through a broker, bank or other nominee, the broker, bank or nominee will not be permitted to exercise voting discretion with respect to the Reorganization Proposal. Accordingly, there will not be any broker non-votes.

 

Q:	Do I have any appraisal rights in connection with my Shares and the Reorganization Proposal?

 

A:	No. Stockholders of the Fund will not be entitled to appraisal or dissenters’ rights in connection with the Reorganization under Maryland law, the Fund’s governing documents or the Plan.

 

Q:	Whom do I contact for further information?

 

A:	If you have questions regarding the Special Meeting, the Reorganization Proposal or how to vote your shares, please contact CARS at (212) 813-4900.

 

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Q:	How do I Attend the Special Meeting?

 

A:	Information regarding attendance at the Special Meeting is set forth in the accompanying Notice of Special Meeting and proxy materials. Stockholders of record as of the Record Date are entitled to attend, to receive notice of and to vote at the Special Meeting.

 

Q:	How will the final voting results be announced?

 

A:	Preliminary voting results will be announced at the Special Meeting. The final voting results will be disclosed in a Current Report on Form 8-K filed by the Fund with the SEC following the Special Meeting.

 

Q:	Will you incur expenses in soliciting proxies?

 

A:

No. The Adviser will bear the costs of soliciting proxies in connection with the Special Meeting, including the costs of preparing, printing, mailing and distributing the proxy materials and any fees paid to proxy solicitation firms or other service providers retained in connection with the Special Meeting.

 

Q:	What does it mean if I receive more than one proxy card?

 

A:	If you receive more than one proxy card, your shares may be registered in more than one name or held in different accounts. Please vote and return each proxy card you receive to ensure that all of your shares are voted.

 

Q:	Are the proxy materials available electronically?

 

A:	Yes. This Joint Proxy Statement/Prospectus and other documents filed by the Fund with the SEC are available through the SEC’s website at www.sec.gov. Additional information regarding electronic access to proxy materials is provided in the accompanying Notice of Special Meeting.

Pursuant to the rules adopted by the SEC, the Fund furnishes proxy materials by email to those stockholders who have elected to receive their proxy materials electronically. While the Fund encourages stockholders to take advantage of electronic delivery of proxy materials, which helps to reduce the environmental impact of special meetings and the cost associated with the physical printing and mailing of materials, stockholders who have elected to receive proxy materials electronically by email, as well as beneficial owners of shares held by a broker or custodian, may request a printed set of proxy materials.

 

 

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Carlyle Credit Solutions, Inc.

One Vanderbilt Avenue, Suite 3400

New York, NY 10017

(212) 813-4900

Notice of a Special Meeting of Stockholders

To be held on October 27, 2026

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of Carlyle Credit Solutions, Inc. (the “Fund”), will be held virtually at www.virtualshareholdermeeting.com/CARSSM2026 on October 27, 2026, at 10:00 a.m., Eastern time.

At the Special Meeting, holders of our common stock will be asked to consider and approve the Agreement and Plan of Reorganization, dated as of September 8, 2026 (the “Plan”), among the Fund, New Carlyle Credit Solutions, a Delaware statutory trust (the “Successor Fund”), and, for the limited purposes set forth therein, Carlyle Global Credit Investment Management L.L.C., a Delaware limited liability company and investment adviser to the Fund (the “Adviser”) (the “Reorganization Proposal”).

The Adviser will serve as investment adviser to the Successor Fund following the Reorganization.

Shareholders of record at the close of business on September 22, 2026 are entitled to notice of and to vote at the Special Meeting or at any postponement or adjournment thereof.

The Board of Directors of the Fund (the “Board” or the “Board of Directors”) recommends that you vote your shares by indicating your voting instructions on the enclosed proxy card, dating and signing such proxy card and returning it in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States, or by recording your voting instructions by telephone or via the internet.

The Board of Directors unanimously recommends that you cast your vote FOR the Reorganization Proposal.

We ask that you mail your proxy card or record your voting instructions by telephone or via the internet promptly.

By Order of the Board of Directors,

/s/ Joshua Lefkowitz

Joshua Lefkowitz

Secretary

New York, New York

[●] [●], 2026

 

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YOUR VOTE IS IMPORTANT.

PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING THE

ENCLOSED PROXY CARD OR BY RECORDING YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, NO MATTER HOW MANY SHARES YOU OWN.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 27, 2026.

THE PROXY STATEMENT FOR THIS SPECIAL MEETING IS AVAILABLE AT:

WWW.PROXYVOTE.COM

 

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reference. In addition, the Fund will furnish, without charge, a copy of its most recent annual report or quarterly report to any stockholder upon request. Any such request should be directed to the Fund by calling (212) 813-4900. The annual and quarterly reports of the Fund are available on the EDGAR Database on the SEC’s website at www.sec.gov. The address of the principal executive offices of both the Fund and the Successor Fund is One Vanderbilt Avenue, Suite 3400, New York, New York 10017, and the telephone number is (212) 813-4900.

The Fund is subject to the informational requirements of the Securities Exchange Act of 1934 and, in accordance therewith, files reports, proxy statements, proxy materials and other information with the SEC. Materials filed with the SEC can be downloaded from the SEC’s website at www.sec.gov. You may also request copies of these materials, upon payment at the prescribed rates of a duplicating fee, by electronic request to the SEC’s e-mail address (publicinfo@sec.gov).

This Joint Proxy Statement/Prospectus serves as a prospectus of the Successor Fund in connection with the issuance of shares of the Successor Fund in the Reorganization. No person has been authorized to give any information or make any representation not contained in this Joint Proxy Statement/Prospectus and, if so given or made, such information or representation must not be relied upon as having been authorized. This Joint Proxy Statement/Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation.

This Joint Proxy Statement/Prospectus contains or incorporates by reference forward-looking statements, within the meaning of the federal securities laws, that involve risks and uncertainties. These statements describe the Funds’ plans, strategies, and goals and the Funds’ beliefs and assumptions concerning future economic and other conditions and the outlook for the Funds, based on currently available information. In this Joint Proxy Statement/Prospectus, words such as “anticipates,” “believes,” “expects,” “objectives,” “goals,” “future,” “intends,” “seeks,” “will,” “may,” “could,” “should,” and similar expressions are used in an effort to identify forward-looking statements, although some forward-looking statements may be expressed differently. The Fund is not entitled to the safe harbor for forward-looking statements pursuant to Section 27A of the Securities Act of 1933, as amended.

THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Joint Proxy Statement/Prospectus is [●] [●], 2026.

TABLE OF CONTENTS

 

Important Information For Shareholders of Carlyle Credit Solutions, Inc.			5
Questions & Answers			5
Notice of a Special Meeting of Stockholders			11
Joint Proxy Statement/Prospectus			13
The Reorganization Proposal			17
The Proposed Reorganization			17
Background and Reasons for the Proposed Reorganization			17
Comparison of the Fund and the Successor Fund			19
Comparison of Stockholder and Shareholder Rights			22
Comparison of Risks			30
Comparison of Pro Forma Historical Expenses			30
Costs of the Reorganization			34
Summary of U.S. Federal Income Tax Considerations			34
Further Information Regarding the Reorganization			34
Additional Information About The Funds And The Reorganization			35
General			35
Terms of the Plan			35
Board Considerations and Recommendation			36
U.S. Federal Income Tax Considerations with Respect to the Reorganization			38
Management of the Funds			39
Additional Information About the Common Stock of the Fund and Common Shares of the Successor Fund			39
Certain Provisions of the Governing Documents of the Successor Fund			41
Voting Rights			41
Appraisal Rights			42
Legal Matters			42
Required Vote			42
Risk Factors			43
Risks Related to the Delaware Statutory Trust Structure			43
Capitalization			44
Management of The Fund and Successor Fund			44
Board of Directors and Board of Trustees			44
Information about Executive Officers Who Are Not Directors or Trustees			46
Biographical Information			47
Risk Oversight and Board Structure			50
Board Meetings and Attendance			51
Committees of the Board of the Successor Fund			52
Communications Between Shareholders and the Board			54
Board Compensation			54
Portfolio Management			55
Investment Management Agreement			57
The Fund			57
The Successor Fund			60
Allocation of Investment Opportunities and Potential Conflicts of Interest			60
Expenses			62
Business of The Fund			64
Financial Highlights of The Fund			64
Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Fund			64
Portfolio Companies of the Fund			64
Control Persons and Principal Stockholders of the Fund and the Successor Fund			77

 

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Investment Strategies and Risks			80
Investment Strategy			80
Investment Types and Transaction Structures			81
Investment Process			82
The Funds’ Transaction Process			82
Temporary Investments			84
Description of Capital Stock of The Fund			86
Capital Stock			86
Preferred Stock			88
Description of Capital Stock of the Successor Fund			95
General			95
Common Shares			95
Preferred Shares			97
Limitation on Liability of Trustees and Officers; Indemnification and Advance of Expenses			98
Delaware Law and Certain Declaration of Trust Provisions			99
Portfolio Transactions and Brokerage			103
U.S. Federal Income Tax Considerations			103
Use of Leverage			111
1940 Act Requirements			111
Indebtedness			111
Preferred Shares			112
Service Providers			112
Administrator			112
Sub-Administrators			113
Custodian, Transfer Agent, Distribution Payment Agent and Registrar			113
General Information			113
Independent Registered Public Accounting Firm			113
Director and Officer Liability			113
Code of Ethics			114
Voting Information			114
Record Date			114
Quorum			114
Voting Requirements			114
Proxies			115
Other Matters			115
Stockholder/Shareholder Proposals			115
Solicitation of Proxies			117
Other Matters with Respect to the Special Meeting			117
Other Information			117
Incorporation By Reference For Carlyle Credit Solutions			118
Appendix A Agreement and Plan of Reorganization			119
Part C: Other Information			132
Signatures			134

 

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THE REORGANIZATION PROPOSAL

The following is a summary of certain information related to the Reorganization Proposal contained elsewhere in this Joint Proxy Statement/Prospectus and is qualified in its entirety by reference to the more complete information contained in this Joint Proxy Statement/Prospectus. Shareholders should read the entire Joint Proxy Statement/Prospectus, including the information incorporated by reference, carefully.

The Proposed Reorganization

The Reorganization is intended to effectuate the reorganization of Carlyle Credit Solutions, Inc. (the “Fund”), a Maryland corporation that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), into New Carlyle Credit Solutions, a Delaware statutory trust (the “Successor Fund”), which has likewise elected to be regulated as a BDC under the 1940 Act. The Board of Directors of the Fund (the “Board of Directors”), including those directors who are not “interested persons” of the Fund, as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”), unanimously approved the Reorganization and the Agreement and Plan of Reorganization (the “Plan”). Assuming the Fund’s stockholders approve the Reorganization Proposal, pursuant to the terms of the Plan, the Fund will merge with and into the Successor Fund, with the Successor Fund continuing as the surviving entity.

The Board of Directors approved the Reorganization after determining that the Reorganization would be in the best interests of the Fund and its stockholders and that the interests of existing stockholders would not be diluted as a result of the Reorganization.

In the Reorganization, the outstanding shares of the Fund of a particular class will be exchanged for newly issued shares of beneficial interest (referred to simply as “shares”) of the Successor Fund of the same class. The aggregate net asset value (“NAV”) of the Successor Fund shares of a particular class received by Fund stockholders in the Reorganization will equal the aggregate NAV of the Fund shares of the same class held by such stockholders immediately prior to the Reorganization.

Because the Successor Fund will have no assets or operations prior to the closing of the Reorganization (the “Closing Date”), it is expected that stockholders of the Fund will receive one share of a particular class of the Successor Fund for each share of the same class the Fund held as of the Closing Date (and a fractional share of the same class of the Successor Fund for each fractional share of the Fund held).

Following the Reorganization, the Successor Fund will have the same investment objectives, investment strategies, investment policies, portfolio holdings, management and advisory arrangements as the Fund immediately prior to the Reorganization.

Background and Reasons for the Proposed Reorganization

The Reorganization is being submitted to stockholders because the Board of Directors believes that the Delaware statutory trust form of organization offers a number of advantages over the Maryland corporate form of organization. The Reorganization was presented by the Adviser and recommended by the Adviser to the Board of Directors for its consideration, and the Board of Directors evaluated the Reorganization, including the potential benefits and risks to the Fund and its stockholders, at one or more meetings held over a period of time. As a result of these advantages, the Delaware statutory trust organizational form has been increasingly used by funds seeking to have more flexibility with respect to their administration. The Reorganization will change the Fund’s legal form from a Maryland corporation to a Delaware statutory trust. The Board of Directors believes that the Delaware statutory trust structure provides a flexible and efficient organizational form that may enhance the Fund’s governance and administrative framework, lead to operating efficiencies and lower expenses for stockholders over time, and permit the Fund to operate under uniform, modern and flexible governing documents while preserving continuity of the Fund’s investment program and management.

 

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The Board of Directors, including the Independent Directors, determined that the Reorganization would be in the best interests of the Fund and its stockholders and that the interests of existing stockholders would not be diluted as a result of the Reorganization. Accordingly, the Board of Directors approved the Reorganization and recommends that stockholders approve the Reorganization Proposal.

In approving the Reorganization, the Board of Directors considered the flexibility afforded by the Delaware statutory trust form of organization, including with respect to the administration and governance of the Fund. The Board of Directors also considered that the Delaware statutory trust structure may provide greater certainty regarding limitations on liability for the obligations of the Successor Fund and the Board of Trustees. The Board of Directors specifically considered that, in connection with the change in form, the Successor Fund will not have a classified board and will not hold annual elections of trustees.

The Board of Directors further considered that, under the Successor Fund’s Agreement and Declaration of Trust (the “Declaration of Trust”) and Bylaws (the “Successor Fund Bylaws”), the Board of Trustees of the Successor Fund will have more flexibility than the Board of Directors of the Fund and, subject to applicable requirements of the 1940 Act and Delaware law, broader authority to act. This increased flexibility may allow the Board of Trustees to react more quickly to changes in competitive and regulatory conditions and, as a consequence, may allow the Successor Fund to operate in a more efficient and economical manner and may reduce the circumstances in which shareholder approval would be required. For example, the Board of Trustees generally will have greater flexibility to amend the Declaration of Trust without shareholder approval, subject to applicable law and specified exceptions while continuing to provide shareholders with the protections afforded under the 1940 Act, including the right to remove trustees and the requirement to hold shareholder meetings for matters requiring shareholder approval under the 1940 Act. In addition, unlike a Maryland corporation, a Delaware statutory trust is able to simplify operations by reducing administrative burdens, such as filing officers’ certificates or other documents with state authorities each time a board of trustees amends a trust’s governing documents.

Importantly, the Board of Directors considered that the board of trustees of the Successor Fund (the “Board of Trustees”) will have the same obligations under applicable securities laws to act with due care and in the interest of the Successor Fund and its shareholders as the Board of Directors currently have with respect to the Fund and its shareholders. For purposes of this Joint Proxy Statement/Prospectus, those trustees who are not “interested persons” of the Successor Fund, as defined in Section 2(a)(19) of the 1940 Act, are referred to as “Independent Trustees.”

The Board of Directors considered that the Adviser has determined to pay the costs of the Reorganization.

The Board of Directors further considered that the Reorganization would permit the Fund to continue its investment program through a successor fund with the same investment objectives, investment strategies, portfolio holdings, management fee and incentive fee arrangements as the Fund while preserving stockholders’ aggregate net asset value. The Board of Directors also considered that the Reorganization is expected to result in certain changes that could be accretive to net investment income, including the ability to access greater leverage as a result of the Successor Fund’s 150% asset coverage ratio, as permitted under Section 61(a)(2) of the 1940 Act, instead of the Fund’s current 200% asset coverage ratio, and the potential for the Successor Fund to deploy incremental investing capacity in additional investments consistent with the Fund’s existing investment strategy. Any such accretion to net investment income, if realized, may support higher distributions to shareholders over time, although the amount and timing of any distributions will continue to be determined by the Board of Trustees of the Successor Fund. See “Use of Leverage” for additional information regarding the 1940 Act asset coverage requirements applicable to the Fund and the Successor Fund.

For additional information regarding the factors considered by the Board of Directors, see “Additional Information About the Funds and the Reorganization—Board Considerations and Recommendation.”

 

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The Board of Directors’ determination was made on the basis of each director’s business judgment after consideration of a range of materials and factors believed to be relevant by the Board of Directors taken as a whole with respect to the Fund and its stockholders, although individual Directors may have assigned different weights to particular factors.

Comparison of the Fund and the Successor Fund

General. Set forth below is certain comparative information about the organization and operation of each of the Fund and the Successor Fund.

 

Organization
Fund		Organization Date		State of Organization		Entity Type		Regulatory Regime
The Fund		February 10, 2017		Maryland		Corporation		Business development company
Successor Fund		July 8, 2026		Delaware		Statutory trust		Business development company

As of July 31, 2026, the Fund had approximately $1.7 billion in net assets and approximately $2.8 billion in gross assets.

Although the Fund and the Successor Fund will have the same investment objectives, investment strategies, investment policies, portfolio holdings, management and advisory arrangements, the Fund is organized as a Maryland corporation while the Successor Fund is organized as a Delaware statutory trust. As a result, the rights of stockholders of the Fund and shareholders of the Successor Fund will be governed by different organizational documents and different bodies of law.

Organizational Structure. The Fund is a Maryland corporation that has elected to be regulated as a business development company under the 1940 Act.

The Successor Fund is a Delaware statutory trust that has likewise elected to be regulated as a business development company under the 1940 Act.

The Reorganization will change the Fund’s legal form from a Maryland corporation to a Delaware statutory trust. Except as otherwise described herein, the Reorganization is not expected to result in material changes to the Fund’s business, investment program or day-to-day operations.

Investment Objective, Strategies and Policies. The Fund’s investment objective is to generate attractive risk adjusted returns and current income primarily through assembling a portfolio of senior secured term loans to U.S. middle market companies in which private equity sponsors hold, directly or indirectly, a financial interest in the form of debt and/or equity. The Fund’s core investment strategy focuses on lending to U.S. middle market companies, which the Fund defines as companies with approximately $25 million or greater of earnings before interest, taxes, depreciation and amortization (“EBITDA”), supported by financial sponsors. This core strategy is opportunistically supplemented with differentiated and complementary lending and investing strategies, which take advantage of the broad capabilities of Carlyle’s Global Credit platform while offering risk-diversifying portfolio benefits. The Fund seeks to achieve its objective primarily through direct origination of secured debt instruments, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with a minority of its assets invested in broadly syndicated loans or higher yielding investments (which may include unsecured debt, subordinated debt and investments in equities and structured products). The Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms.

 

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The Fund has adopted a policy to invest, under normal circumstances, at least 80% of the Fund’s total assets (net assets plus borrowings for investment purposes) in credit investments. For purposes of this policy, the Fund considers “credit investments” to be investments in debt or debt-like instruments that entitle the holder to payments of principal and interest, including, but not limited to, loans, notes, bonds, and other credit instruments, and investment vehicles that typically invest at least 80% of their total assets in such debt or debt-like instruments. The Fund’s 80% investment policy may be changed without stockholder approval if the Fund conducts a tender or repurchase offer to allow stockholders to sell their shares of common stock in advance of changing the policy, the Fund provides stockholders with at least 60 days’ prior written notice of any change to the policy in advance of such tender or repurchase offer in the manner prescribed by the SEC, and the tender or repurchase offer is not oversubscribed. If the Fund does not make such a tender or repurchase offer, the 80% policy may only be changed by a vote of a majority (as defined by the 1940 Act) of the Fund’s outstanding shares of common stock.

The investment objective, investment strategies and investment policies of the Successor Fund will be the same as those of the Fund immediately prior to the Reorganization.

Capital Structure and Leverage. To seek to enhance returns, the Fund may employ leverage as market conditions permit and at the discretion of the Adviser, subject to the limitations of the 1940 Act. The Fund is currently subject to a minimum asset coverage requirement of 200% under Section 61 of the 1940 Act, which generally limits the amount of leverage the Fund may incur.

Following the Reorganization, the Successor Fund will operate under a minimum asset coverage requirement of 150%, as permitted under Section 61(a)(2) of the 1940 Act. As a result, the Successor Fund may have greater flexibility to incur leverage than the Fund currently possesses. Increased leverage may enhance returns but also increases the risks associated with an investment in the Successor Fund, including the risk of loss.

Distributions and Dividend Reinvestment Plan. The Fund currently intends to make monthly distributions to stockholders, subject to the approval of its Board of Directors and the availability of distributable earnings. Distributions are generally expected to be paid from the Fund’s taxable earnings, including interest income, capital gains and other investment-related income, although a portion of any distribution may constitute a return of capital. Following the Reorganization, the Successor Fund will make monthly distributions to shareholders on the same basis, subject to the approval of its Board of Trustees and the availability of distributable earnings.

The Fund has adopted a dividend reinvestment plan, and the Successor Fund will adopt a dividend reinvestment plan on the same terms following the Reorganization (each, a “Dividend Reinvestment Plan”), pursuant to which the Fund, or, following the Reorganization, the Successor Fund, will reinvest all cash dividends declared by the Board of Directors of the Fund, or the Board of Trustees of the Successor Fund, as applicable, on behalf of the Fund’s stockholders or the Successor Fund’s shareholders, as applicable, who do not elect to receive their dividends in cash. As a result, if the Board of Directors (or, following the Reorganization, the Board of Trustees) authorizes, and the Fund (or, following the Reorganization, the Successor Fund) declares, a cash dividend or other distribution on shares of common stock, then the Fund’s stockholders (or, following the Reorganization, the Successor Fund’s shareholders) who have not opted out of the applicable Dividend Reinvestment Plan will have their cash distributions on such shares automatically reinvested in additional shares, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating stockholder’s or shareholder’s account to three decimal places.

A participating stockholder (or, following the Reorganization, a participating shareholder of the Successor Fund) will receive as of the first calendar day of the month following the record date for such distribution an amount of shares equal to the amount of the distribution (net of applicable withholding taxes) on that participant’s shares divided by the NAV per share as of the purchase date for such distribution.

No action is required on the part of an investor to have its cash dividend or other distribution reinvested in shares of common stock of the Fund or, following the Reorganization, common shares of the Successor Fund. A

 

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stockholder (or, following the Reorganization, a shareholder of the Successor Fund) may elect to receive its entire dividend in cash at any time by notifying the Fund’s (or, following the Reorganization, the Successor Fund’s) transfer agent in writing. If, however, a stockholder or shareholder requests to change its election within 10 days prior to a distribution, the request will be effective only with respect to distributions after the 10-day period.

There are no brokerage charges or other charges to stockholders or shareholders who participate in the applicable Dividend Reinvestment Plan. The applicable Dividend Reinvestment Plan may be terminated by the Fund or, following the Reorganization, the Successor Fund, at any time upon notice in writing mailed to each stockholder or shareholder of record.

Following the Reorganization, the Successor Fund will maintain the same distribution objectives, policies and practices as those of the Fund immediately prior to the Reorganization. The Reorganization will not result in any material change to the timing, frequency or methodology of distributions, the dividend reinvestment plan, or the class-specific distribution and shareholder servicing fee arrangements applicable to shareholders.

Management and Advisory Agreements. The Adviser is the investment adviser to the Fund and will serve as investment adviser to the Successor Fund following the Reorganization. The management fee and incentive fee rates will not change in connection with the Reorganization. The investment professionals responsible for managing the Fund’s portfolio immediately prior to the Reorganization will continue to manage the Successor Fund’s portfolio following the Reorganization. The Reorganization is not expected to result in any material changes to the portfolio management team responsible for managing the Fund’s investments.

Portfolio Holdings. Immediately following the Reorganization, the Successor Fund will hold the same portfolio investments as those held by the Fund immediately prior to the Reorganization.

Governing Documents and Shareholder Rights. The Fund is governed by its charter and bylaws and by Maryland law. The Successor Fund will be governed by its Declaration of Trust and Successor Fund Bylaws and by Delaware law.

As a result of the Reorganization, certain rights of stockholders of the Fund and shareholders of the Successor Fund may differ, including with respect to matters relating to governance, shareholder meetings, voting rights, amendments to governing documents, removal of directors or trustees, indemnification and limitation of liability.

A more detailed comparison of the governing documents of the Fund and the Successor Fund is set forth under “Comparison of Stockholder and Shareholder Rights.”

Directors/Trustees and Officers. The Fund is overseen by its Board of Directors and the Successor Fund is overseen by its Board of Trustees, in each case comprised of the same members, and each Fund is overseen by the same officers. The Board of Directors of the Fund and the Board of Trustees of the Successor Fund are each responsible for the overall supervision of the operations of their respective Fund and perform the various duties imposed on the directors or trustees, as applicable, of investment companies by the 1940 Act and under applicable state law. Each board currently has seven directors or trustees, as applicable, four of whom are Independent Directors or Independent Trustees, as applicable. A list of the members of each board, a brief biography for each member and additional information relating to each board are set forth under “Additional Information About The Funds and the Reorganization–Management of the Funds.”

Net Asset Value. The aggregate net asset value of the shares of a particular class of the Successor Fund received by Fund stockholders in the Reorganization will equal the aggregate net asset value of the shares of the same class of the Fund held by such stockholders immediately prior to the Reorganization.

Federal Income Tax Consequences. The Reorganization is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Accordingly, neither the Fund nor its stockholders are expected to

 

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recognize gain or loss solely as a result of the Reorganization, although there can be no assurance that the Internal Revenue Service or a court would agree with such treatment.

Comparison of Investment Advisory Agreement and Administration Agreement. The Fund is currently advised by the Adviser pursuant to an investment advisory agreement between the Fund and the Adviser (the “Investment Advisory Agreement”) and is administered by Carlyle Global Credit Administration L.L.C. (the “Administrator”) pursuant to an administration agreement between the Fund and the Administrator (the “Administration Agreement”).

The Adviser is the investment adviser to the Fund and will serve as investment adviser to the Successor Fund following the Reorganization, pursuant to a new investment advisory agreement (the “Successor Fund Investment Advisory Agreement”), and the Administrator will continue to serve as administrator to the Successor Fund pursuant to a new administration agreement (the “Successor Fund Administration Agreement”). The Successor Fund Investment Advisory Agreement and the Successor Fund Administration Agreement will be identical to the Investment Advisory Agreement and Administration Agreement, respectively, in all material respects. The advisory and administrative fee arrangements applicable to the Successor Fund will be the same as those currently applicable to the Fund.

Both the Investment Advisory Agreement and the Successor Fund Investment Advisory Agreement permit the Adviser, consistent with applicable law, to select brokers and dealers to execute portfolio transactions and to pay commissions in excess of those that another broker or dealer might have charged where the Adviser determines in good faith that such commissions are reasonable in relation to the value of the brokerage and/or research services provided. The brokerage provisions of the Successor Fund Investment Advisory Agreement are identical in all material respects to those of the Investment Advisory Agreement.

The Adviser will continue to be responsible for the day-to-day management of the Successor Fund’s investment portfolio. The portfolio management team responsible for managing the Fund immediately prior to the Reorganization will continue to manage the Successor Fund following the Reorganization. The management fee and incentive fee rates payable by the Successor Fund will be the same as those currently payable by the Fund. Accordingly, the Reorganization will not result in any material changes affecting Fund stockholders with respect to the advisory arrangements of the Fund and the Successor Fund.

Comparison of Stockholder and Shareholder Rights

The Fund is a Maryland corporation subject to the Maryland General Corporation Law (the “MGCL”) and governed by its charter and bylaws. The Successor Fund is a Delaware statutory trust subject to the Delaware Statutory Trust Act (the “DSTA”) and will be governed by its Declaration of Trust and Successor Fund Bylaws and by Delaware law.

The following summary highlights certain material differences between the rights of stockholders of the Fund and the rights of shareholders of the Successor Fund. This summary is qualified in its entirety by reference to the governing documents themselves.

 

		Rights of Stockholders of the Fund		Rights of Shareholders of the Successor Fund
Authorized Stock or Shares		The Fund’s authorized stock consists of 200,000,000 shares of Class I common stock par value $0.01 per share, 50,000,000 shares of Class S common stock, par value $0.01 per share and 50,000,000 shares of Class D common stock, par value $0.01 per share.		The Successor Fund’s Declaration of Trust authorizes an unlimited number of shares of beneficial interests, par value $0.001 per share, which may be issued in different classes and/or series, including preferred shares.

 

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		Rights of Stockholders of the Fund		Rights of Shareholders of the Successor Fund
		As of July 31, 2026, there were 95,076,328 shares of Class I common stock outstanding.
Amendment of Charter or Declaration of Trust		The Fund reserves the right from time to time to make any amendment to its charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the charter, of any shares of outstanding stock. All rights and powers conferred by the charter on stockholders, directors and officers are granted subject to this reservation.   Notwithstanding the foregoing, the affirmative vote of the holders of at least 80% of the votes entitled to be cast on the matter, each voting as a separate class, shall be necessary to effect:   (i) any amendment to the charter to make the Fund’s common stock a “redeemable security” or to convert the Fund, whether by merger or otherwise, from a “closed-end company” to an “open-end company” (as such terms are defined in the 1940 Act);   (ii) the liquidation or dissolution of the Fund and any amendment to the charter to effect any such liquidation or dissolution;   (iii) any amendment to, or any amendment inconsistent with the provisions of, Section 4.1 (Number, Vacancies and Classification of Directors), Section 4.2 (Extraordinary Actions), Section 4.9 (Removal of Directors), Section 6.1 (Amendments Generally) or Section 6.2 (Approval of Certain Extraordinary Actions and Charter Amendments) of the Fund’s charter; or   (iv) any merger, consolidation, share exchange or sale or exchange of all or substantially all of the assets of the Fund that the MGCL requires be approved by the Fund Stockholder;		The trustees may, without a shareholder vote, amend or otherwise supplement the Declaration of Trust by making an amendment, a Declaration of Trust supplemental thereto or an amended and restated Declaration of Trust. Shareholders will only have the right to vote on any amendment: (i) which would eliminate their right to vote granted in the Declaration of Trust, (ii) to the amendment provision of the Declaration of Trust, (iii) that would adversely affect the powers, preferences or special rights of the shares as determined by the Board in good faith and (iv) submitted to them by the Board.   In connection with a listing of the common shares on a national securities exchange, the Board of Trustees of the Successor Fund may, without the approval or vote of the shareholders, amend or supplement the Declaration of Trust in any manner, including, without limitation, to opt-in to any voting restriction or other limitation made available by any control share acquisition act or similar statute that is, or becomes, available to private Delaware for-profit corporations formed under the Delaware General Corporation Law, to classify the Board, to permit annual meetings of shareholders, to impose advance notice provisions for the bringing of shareholder nominations or proposals, to impose super-majority approval for certain types of transactions and to otherwise add or modify provisions that may be deemed to be adverse to shareholders.   An amendment duly adopted by the requisite vote of the Board of Trustees of the Successor Fund and, if required, the shareholders as aforesaid, will become effective at the time of such adoption or at such other time as may be designated by the Board of Trustees or shareholders, as the case may be. A certification in

 

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		Rights of Stockholders of the Fund		Rights of Shareholders of the Successor Fund
		provided, however, that, if the Continuing Directors (as defined in the Fund’s charter), by a vote of at least a majority of such Continuing Directors, in addition to approval by the Board of Directors of the Fund, approve such proposal, transaction or amendment, the affirmative vote of the holders of a majority of the votes entitled to be cast shall be sufficient to approve such proposal, transaction or amendment.		recordable form signed by a majority of the Board setting forth an amendment and reciting that it was duly adopted by the trustees and, if required, the shareholders as aforesaid, or a copy of the Declaration of Trust, as amended, in recordable form, and executed by a majority of the Board of Trustees, will be conclusive evidence of such amendment when lodged among the records of the Successor Fund or at such other time designated by the Board of Trustees.
Amendment of Bylaws by Stockholders or Shareholders		The Board of Directors of the Fund has the exclusive power, at any time, to adopt, alter or repeal any provision of the bylaws and to make new bylaws.		The Board of Trustees of the Successor Fund has the exclusive authority to adopt and from time to time amend or repeal the bylaws. The trustees will in no event adopt bylaws which are in conflict with the Successor Fund Declaration of Trust, and any apparent inconsistency shall be construed in favor of the related provisions in the Successor Fund Declaration of Trust.
Business Combinations with Interested Stockholders or Shareholders		The Board of Directors of the Fund has adopted a resolution exempting any business combination between the Fund and any other person from the provisions of the Maryland Business Combination Act (the “MBCA”) governing business combinations between a Maryland corporation and an interested stockholder, provided that the business combination is first approved by the Board of Directors of the Fund, including a majority of the Independent Directors. This resolution may be altered or repealed in whole or in part at any time; however, the Board of Directors of the Fund will adopt resolutions so as to make the Fund subject to the provisions of the MBCA only if the Board of Directors of the Fund determines that it would be in the Fund’s best interests and if the SEC staff does not object to the Fund’s determination that the Fund’s being subject to the MBCA does not conflict with the 1940 Act. If this resolution is repealed, or the Board of Directors of the Fund does not otherwise approve a business combination, the statute may discourage others from trying		The DSTA does not include provisions governing combinations between a Delaware statutory trust and an interested shareholder.

 

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		Rights of Stockholders of the Fund		Rights of Shareholders of the Successor Fund
		to acquire control of the Fund and increase the difficulty of consummating any offer.
Number of Directors or Trustees		The number of directors constituting the whole Board of Directors of the Fund may be increased or decreased from time to time by the Board of Directors of the Fund; provided, however, that (a) the number of directors may not be fewer than one or greater than twelve and (b) no decrease in the number of directors may shorten the term of any incumbent director.		The total number of trustees constituting the entire Board of Trustees of the Successor Fund will be determined by the affirmative vote of a majority of the Board of Trustees of the Successor Fund then in office or by a written instrument signed by a majority of the Board of Trustees of the Successor Fund then in office; provided, however, that (a) the number of trustees may never be fewer than one or greater than fifteen, and (b) no decrease in the number of trustees may shorten the term of any incumbent trustee.
Removal of Directors or Trustees		Subject to the rights of holders of one or more classes or series of Fund’s preferred stock to elect or remove one or more directors, any director, or the entire Board of Directors of the Fund, may be removed from office at any time only for cause (as defined in the charter) and only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors.		Any of the trustees may be removed for cause only, and not without cause, and only by action taken by a majority of the remaining trustees (or, in the case of the removal of an Independent Trustee, a majority of the remaining Independent Trustees), followed by a vote of the holders of at least fifty-one percent (51%) of the common shares of the Successor Fund then entitled to vote in an election of such trustees.
Quorum for Stockholder or Shareholder Meeting		The presence in person or by proxy of the holders of shares of stock of the Fund entitled to cast a majority of the votes entitled to be cast (without regard to class) shall constitute a quorum at any meeting of stockholders, except with respect to any such matter that, under applicable statutes or regulatory requirements or the charter, requires approval by a separate vote of one or more classes or series of stock, in which case the presence in person or by proxy of the holders of shares entitled to cast a majority of the votes entitled to be cast by such classes or series on such a matter shall constitute a quorum.		Unless otherwise required by the 1940 Act, the holders of one-third (1/3) of the shares entitled to vote on any matter at a meeting present in person or by proxy shall constitute a quorum at such meeting of the shareholders for purposes of conducting business on such matter.
Advance Notice of Director or Trustee Nominations and New Business		To be timely, a Fund stockholder’s notice must be delivered to the Secretary of the Fund at the principal executive office of the Fund (a) in the case of an annual meeting, not earlier than the 150th day and not later than 5:00 p.m. Eastern time, on the 120th day prior to the date of the first anniversary of the date of the proxy		Under the Declaration of Trust, the Successor Fund is not required to hold annual meetings of shareholders. Special meetings of shareholders may be called at any time by the Successor Fund Board or the Chief Executive Officer. Special meetings will be limited to the purposes

 

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		Rights of Stockholders of the Fund		Rights of Shareholders of the Successor Fund
		statement for the previous year’s annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on a date more than 30 days prior to or later than such anniversary date, notice by the Fund stockholder, in order to be timely, must be so received not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m. Eastern Time on the later of (i) the 120th day prior to the date of such annual meeting, as originally convened, and (ii) the 10th day following the day on which such public announcement of the date of such meeting was first made, and (b) in the case of a special meeting of Fund stockholders called for the purpose of electing directors, not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m. Eastern time, on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors of the Fund to be elected at such meeting.		for any such special meeting set forth in the Successor Fund’s notice thereof.   In addition, shareholders may request the Board of Trustees of the Successor Fund to call a vote of shareholders to act on a matter on which such shareholders are entitled to vote, subject to certain procedural requirements set forth in the Declaration of Trust, including, among others, that the request is signed by shareholders of record as of the applicable record date holding in the aggregate at least fifty-one percent (51%) of the shares or class or series of shares having voting rights on the matter. Upon receipt of such shareholder request and subject to such shareholder’s compliance with the applicable procedural requirements set forth in the Declaration of Trust, the Board of Trustees will call a vote of shareholders to act on such matters, which may be taken, subject to the sole discretion of the Board of Trustees, either at a special meeting of shareholders or by solicitation of written consent of shareholders. These provisions will have the effect of significantly reducing the ability of shareholders to be able to have proposals considered at a meeting of shareholders.
Written Consent in Lieu of Stockholder Meeting		Under the MGCL, stockholder action can be taken only at an annual or special meeting of stockholders or (unless the charter provides for stockholder action by less than unanimous written consent, which the Fund’s charter does not) by unanimous written consent in lieu of a meeting.		To the extent permitted by the Board of Trustees of the Successor Fund in its sole discretion, any action required or permitted to be taken at any meeting of the Successor Fund Shareholders may be taken without a meeting, without a prior notice and without a vote if the consent, setting forth the action to be taken is given in writing or by electronic transmission by the Successor Fund Shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all the Successor Fund Shareholders entitled to vote thereon were present and voted.
Limitations on Indemnification		To the maximum extent permitted by Maryland law or the 1940 Act in effect from time to time, the Fund will indemnify and, without requiring a preliminary		The Declaration of Trust of the Successor Fund provides for the indemnification of any Trustee, officer or other Indemnitee to the full extent permitted, and in the

 

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		Rights of Stockholders of the Fund		Rights of Shareholders of the Successor Fund
		determination of the ultimate entitlement to indemnification, will pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Fund and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the Fund and at the request of the Fund, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.   The Fund may, with the approval of the Board of Directors of the Fund, provide such indemnification and advance for expenses to an individual who served a predecessor of the Fund in any of the capacities described in (a) or (b) above and to any employee or agent of the Fund or a predecessor of the Fund.   In accordance with the 1940 Act, the Fund will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.		manner provided, by Delaware law. In accordance with the 1940 Act, the Successor Fund will not indemnify any trustee, officer or employee against liability to it or its security holders to which he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.   Pursuant to the Successor Fund’s Declaration of Trust and subject to certain exceptions described therein, the Successor Fund will indemnify and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former Trustee, officer or employee of the Successor Fund who is made or threatened to be made a party to such proceeding by reason of his or her service in that capacity (each such person, an “Indemnitee”), to the fullest extent permitted by Delaware law, except with respect to any matter as to which the Indemnitee shall not have acted in good faith in the reasonable belief that his or her action was in the best interest of the Successor Fund or, in the case of any criminal proceeding, as to which the Indemnitee shall have had reasonable cause to believe that the conduct was unlawful. No indemnification will be made unless there has been a determination, either by a final decision on the merits by a court or other body of competent jurisdiction, or, in the absence of such a decision, by a majority vote of a quorum of those Independent Trustees who are not parties to the proceeding (the “Disinterested Non-Party Trustees”), or if a majority vote of such quorum so direct, by legal counsel in a written opinion, shall conclude, based of a review of readily available facts (as opposed to a full trial-type inquiry) that there is substantial reason to believe that the Indemnitee will ultimately be found entitled to indemnification.   Notwithstanding the foregoing, the Successor Fund will not provide

 

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		Rights of Stockholders of the Fund		Rights of Shareholders of the Successor Fund
				indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by an Indemnitee unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction, or (iii) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made, and the court has been advised of the position of the SEC and of any applicable state securities regulatory authority as to indemnification for violations of securities laws.   The Declaration of Trust also permits the Successor Fund to advance reasonable expenses to an Indemnitee prior to final disposition of a proceeding, subject to receipt of (i) a written affirmation by the Indemnitee of his or her good faith belief that the standards of conduct necessary for indemnification have been met and (ii) a written undertaking by the Indemnitee to repay the amount advanced if it is ultimately determined that such standard of conduct was not met. In addition, a majority of the Trustees must determine that the applicable standards of conduct necessary for indemnification appear to have been met, and at least one of the following conditions must be met: (a) the Indemnitee provides adequate security for his or her undertaking, (b) the Successor Fund is insured against losses arising by reason of any lawful advances, or (c) a majority of a quorum of the Disinterested Non-Party Trustees, or independent legal counsel in a written opinion, concludes, based on a review of readily available facts, that there is substantial reason to believe that the Indemnitee ultimately will be found entitled to indemnification.
Derivative Actions and Direct Actions		N/A		No person, other than a Trustee, who is not a shareholder will be entitled to bring any derivative action, suit or other proceeding on behalf of the Successor Fund. No shareholder may maintain a

 

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		Rights of Stockholders of the Fund		Rights of Shareholders of the Successor Fund
				derivative action on behalf of the Successor Fund unless holders of at least ten percent (10%) of the outstanding shares join in the bringing of such action.   In addition to the requirements set forth in Section 3816 of the DSTA, a shareholder may bring a derivative action on behalf of the Successor Fund only if the following conditions are met: (i) the shareholder or shareholders must make a pre-suit demand upon the Board of Trustees to bring the subject action unless an effort to cause the Board of Trustees to bring such an action is not likely to succeed; and a demand on the Board of Trustees will only be deemed not likely to succeed and therefore excused if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, is composed of Trustees who are not “Independent Trustees” (as that term is defined in the DSTA); and (ii) unless a demand is not required under clause (i) above, the Board of Trustees must be afforded a reasonable amount of time to consider such shareholder request and to investigate the basis of such claim; and the Board of Trustees will be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the shareholders making such request to reimburse the Successor Fund for the expense of any such advisors in the event that the Board of Trustees determines not to bring such action. For purposes of this paragraph, the Board of Trustees may designate a committee of one or more Trustees to consider a shareholder demand. This section shall not apply to any claims brought under federal securities laws or the rules and regulations thereunder.   In addition, to the fullest extent permitted by Delaware law, shareholders’ right to bring direct actions against the Successor Fund and/or its Trustees is eliminated, except for a direct action to enforce an individual shareholder’s right to vote or to enforce an individual shareholder’s rights under Sections 3805(e) or 3819 of the

 

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		Rights of Stockholders of the Fund		Rights of Shareholders of the Successor Fund
				DSTA. To the extent such right cannot be so eliminated as a matter of Delaware law, the conditions required for bringing a derivative action described above apply equally to the bringing of any direct action. This section shall not apply to any claims brought under federal securities laws or the rules and regulations thereunder.

Comparison of Risks

The Successor Fund will be managed in accordance with the same investment objectives and investment policies, and subject to substantially the same risks, as the Fund; provided, however, the Successor Fund is expected to operate under a 150% asset coverage requirement, while the Fund currently operates under a 200% asset coverage requirement. As a result, the Successor Fund will have increased borrowing risk. See “Use of Leverage” and “Risk Factors.”

Comparison of Pro Forma Historical Expenses

The following table is intended to assist Fund stockholders in understanding the costs and expenses that an investor in shares of the Fund’s common stock bears directly or indirectly and, based on the assumptions set forth below, the pro forma costs and expenses estimated to be incurred by the Successor Fund in the first year following completion of the Reorganization. The Fund and the Successor Fund caution you that the percentages of other expenses indicated in the table below are an estimate and may vary. Except where the context suggests otherwise, whenever this document contains a reference to fees or expenses paid or to be paid by “you,” “the Fund” or “the Successor Fund,” stockholders and shareholders, respectively, will indirectly bear such fees or expenses as investors in the Fund or the Successor Fund, as applicable.

The table below sets forth the annualized expenses for the Fund based on the three months ended June 30, 2026 and the pro forma annualized expenses for the Successor Fund, assuming the Reorganization had taken place on the first day of such period.

 

		Fund				Pro Forma Successor Fund
Stockholder/Shareholder Transaction Expenses
Sales Load (as a percentage of offering price)(1)			None				None
Offering Expenses			None				None
Dividend Reinvestment Plan Fees(2)			None				None
Total stockholder/shareholder transaction expenses (as a percentage of offering price)			None				None
Annual Expenses (as a percentage of average net assets)(3)
Base Management Fee(4)			0.94%				0.94%
Incentive Fee(5)			1.25%				1.48%
Interest Payments on Borrowed Funds(6)			2.76%				5.25%
Other Expenses(7)			1.33%				1.30%
Acquired fund fees and expenses(8)			0.20%				0.20%
Total Annual Expenses(9)			6.47%				9.16%

 

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(1)	The table does not include any sales load that stockholders may have paid in connection with their purchase of shares of Fund common stock. No sales load will be charged in connection with the issuance of the Successor Fund Shares as part of the Reorganization.

(2)	The expenses of the dividend reinvestment plan are included in “Other Expenses.” For additional information see “Additional Information About the Funds and the Reorganization—Dividend Reinvestment Plan.”

(3)

For the Fund column, leverage is assumed at 35% of the Fund’s gross assets, which represents the Fund’s average leverage during the three months ended June 30, 2026. For the pro forma Successor Fund column, leverage is assumed at 52% of the Successor Fund’s gross assets, which represents the Adviser’s expected target leverage profile for the Successor Fund following the Reorganization.

(4)

The base management fee under the Investment Advisory Agreement is calculated at an annual rate of 1.00% of the value of the Fund’s Net Assets as of the end of the immediately preceding calendar quarter, plus the aggregate amount of capital drawn from stockholders (or reinvested in the Fund pursuant to the Fund’s dividend reinvestment plan) during the current calendar quarter, minus the aggregate amount of distributions made by the Fund during the current calendar quarter (but, with respect to distributions, only to the extent such distributions were not declared and accounted for on the books and records of the Fund in a previous quarter). “Net Assets,” as used solely for purposes of calculating the management fee and the incentive fee under the Investment Advisory Agreement, means the Fund’s Gross Assets (as defined below) less consolidated indebtedness, determined in accordance with U.S. generally accepted accounting principles (“GAAP”). “Gross Assets” is determined on a consolidated basis in accordance with GAAP, includes assets acquired through the incurrence of debt or borrowing arrangements, and excludes cash and any temporary investments in cash equivalents, including U.S. government securities and other high-quality investment grade debt investments that mature in 12 months or less from the date of investment. The base management fee is payable quarterly in arrears and will be appropriately pro-rated for any partial month or quarter. For purposes of the table above, the management fee referenced above is based on actual amounts for the three months ended June 30, 2026, annualized for a full year and the percentage reflected is calculated based on the Fund net assets (rather than gross assets). The base management fee under the Successor Fund Investment Advisory Agreement will be calculated on the same basis as described above. Because the base management fee is calculated based on Net Assets rather than Gross Assets, an increase in leverage at the Successor Fund following the Reorganization will not, in and of itself, increase the base management fee payable to the Adviser. For the pro forma column, the base management fee is based on the same methodology described above, applied to the Successor Fund on a pro forma basis.

(5)

The Fund or the Successor Fund may have capital gains and net investment income that could result in the payment of an incentive fee to the Adviser in the twelve months after the date of this prospectus. The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the immediately preceding calendar quarter. “Pre-Incentive Fee net investment income” means consolidated interest income, dividend income and any other income accrued by the Fund during the calendar quarter, minus the Fund’s consolidated operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). The Fund will pay the Adviser an Incentive Fee with respect to the Fund’s Pre-Incentive Fee net investment income as follows: (i) no Incentive Fee in any calendar quarter in which the Fund’s Pre-Incentive Fee net investment income does not exceed the hurdle rate of 1.25% per quarter (5% annualized); (ii) 100% of the Fund’s Pre-Incentive Fee net investment income with respect to that portion of such Pre-Incentive Fee net investment income that exceeds the hurdle rate but is less than 1.43% in any calendar quarter (5.72% annualized); and (iii) 12.5% of the amount of the Fund’s Pre-Incentive Fee net investment income that exceeds 1.43% in any calendar quarter (5.72% annualized). The same incentive fee structure described above will apply to the Successor Fund following the Reorganization. To the extent that the Successor Fund’s expected use of additional leverage produces incremental Pre-Incentive Fee Net Investment Income above the applicable hurdle rate, the incentive fee payable to the Adviser may also increase. For the “Fund” column, the incentive fees referenced in the table above are based on actual amounts of the incentive fee on income incurred during the three

 

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months ended June 30, 2026 for the Fund. For the pro forma column, the incentive fees are based on the same methodology described above, applied to the Successor Fund on a pro forma basis.

 

The second part of the incentive fee is determined and payable in arrears as of the end of each year (or upon termination of the Investment Advisory Agreement), and equals 12.5% of our cumulative aggregate realized capital gains, if any, from inception through the date of determination, computed net of all cumulative aggregate realized capital losses and aggregate unrealized capital depreciation, less the aggregate amount of any previously paid capital gain incentive fees, provided that no incentive fee on capital gains is payable to our Investment Adviser unless cumulative total return exceeds a 7% annual return on weighted average cumulative capital called less cumulative distributions categorized as Returned Capital. The “cumulative aggregate realized capital gains” are calculated as the sum of the differences, if positive, between (a) the sales price of each investment in the Fund’s portfolio when sold, net of any selling commissions or other selling expenses (the “net sales price”) and (b) the accreted or amortized cost basis of such investment when sold. The “cumulative aggregate realized capital losses” are calculated as the sum of the amounts by which (a) the net sales price of each investment in the Fund’s portfolio when sold is less than (b) the accreted or amortized cost basis of such investment when sold. The “aggregate unrealized capital depreciation” is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Fund’s portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment as of the applicable Capital Gains Fee calculation date. The term “Returned Capital” means (i) any portion of distributions made by the Fund 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 Fund, as determined by the Board of Directors, and/or (ii) any amount drawn down by the Fund 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 Fund expenses. The same second part of the incentive fee structure described above will apply to the Successor Fund following the Reorganization, and will be calculated on the same basis with respect to the Successor Fund’s portfolio and operations. For the pro forma column, the second part of the incentive fee is based on the same methodology described above, applied to the Successor Fund on a pro forma basis.

(6)

Interest payments on borrowed funds for the Fund are based on the Fund’s interest expense for the three months ended June 30, 2026, annualized for a full year. The interest amounts in the table above exclude fees (such as fees on undrawn amounts and amortization of upfront fees). This item is based on the assumption that the Fund’s borrowings and interest costs after the Reorganization will be similar to those prior to the Reorganization. The Fund may borrow additional funds from time to time to make investments to the extent it is determined that the economic situation is conducive to doing so. Fund stockholders indirectly bear the costs of borrowings under any debt instruments that may be entered into. Interest payments on borrowed funds for the pro forma column are based on the interest payments as described above for the Successor Fund following the Reorganization. Additional borrowings as a result of the higher assumed leverage will be assumed to be made at the lowest available borrowings and interest cost.

(7)	Other expenses are based on overhead expenses for the Fund for the three months ended June 30, 2026, annualized for a full year. The pro forma column assumes the amounts for the Successor Fund following the Reorganization and reflects decreases in costs as a result of operating efficiencies.

(8)

The Fund’s stockholders indirectly bear the expenses of underlying funds or other investment vehicles in which the Fund invests that (1) are investment companies or (2) would be investment companies under Section 3(a) of the Investment Company Act but for the exceptions to that definition provided for in Sections 3(c)(1) and 3(c)(7) of the Investment Company Act. This amount includes the estimated annual fees and expenses of Structured Credit Partners JV, LLC, which was the Fund’s only acquired fund as of June 30, 2026. The pro forma assumes the acquired fund fee and expenses amount from the Fund’s investment in Structured Credit Partners JV, LLC following the Reorganization.

(9)	Estimated. Amounts may not sum due to rounding.

 

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Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in the Fund or the Successor Fund’s common shares following completion of the Reorganization on a pro forma basis, in each case assuming that the Fund and the Successor Fund hold no cash or liabilities other than debt. In calculating the following expense amounts, the Fund has assumed that its annual operating expenses would remain at the levels set forth in the tables above. Calculations for the pro forma Successor Fund following the Reorganization assume that the Reorganization closed on June 30, 2026 and that the annual operating expenses of the Successor Fund, including the effects of increased leverage, would be at the pro forma levels set forth in the tables above. Transaction expenses related to the Reorganization are not included in the following examples as they will be borne by the Adviser.

An investor in common shares would pay the following expenses on a $1,000 investment, assuming (1) the total annual expenses for each Fund set forth in the table above and (2) a 5% annual return throughout the period:

 

		1 Year		3 Years		5 Years		10 Years
Fund (assuming no return is attributable to capital gains)		$50		$151		$251		$502
Pro Forma Successor Fund (assuming no return is attributable to capital gains)		$75		$219		$356		$671
Fund (assuming all return is attributable to capital gains)		$57		$168		$279		$549
Pro Forma Successor Fund (assuming all return is attributable to capital gains)		$81		$236		$381		$707

While the example assumes, as required by the SEC, a 5% annual return, performance of the Fund and the Successor Fund will vary and may result in a return greater or less than 5%. The assumed 5% annual return is not a prediction of, and does not represent, the actual or expected performance of the Fund or the Successor Fund. The incentive fee based on pre-incentive fee net investment income under each of the Fund Investment Advisory Agreement and Successor Fund Investment Advisory Agreement, assuming a 5% annual return, is not included in the example, with respect to either the Fund or the Pro Forma Successor Fund. If a material amount of pre-incentive fee net investment income (and therefore returns to investors) is earned in excess of the hurdle rate (which is the same rate for the Fund and the Successor Fund), then the incentive fee based on pre-incentive fee net investment income would be material to the Fund and the Pro Forma Successor Fund. If sufficient returns are achieved on investments through the realization of capital gains to trigger a capital gains incentive fee of a material amount, expenses, and returns to investors, would be higher. The example and the expenses in the table above should not be considered a representation of the Fund’s or, following completion of the Reorganization, the Successor Fund’s future expenses, and actual expenses may be greater or less than those shown.

Each of the Fund and the Successor Fund is permitted to utilize leverage to the maximum extent permitted under the 1940 Act. Cost of leverage can vary across funds based on factors such as asset mix and the timing of when leverage was incurred and corresponding market rates. In addition, a fund that utilizes greater leverage may incur more interest expense. Following the Reorganization, the Successor Fund is expected to use a greater percentage of leverage, which may increase the Successor Fund’s interest expense relative to the Fund’s; however, the Successor Fund is expected to benefit from such increased leverage. Therefore, in evaluating the Reorganization, the Board of Directors of the Fund also considered the Total Expense Ratio (excluding interest expense) of the Fund based on the three months ended June 30, 2026, annualized for a full year, and of the Successor Fund on a pro forma basis using the same methodology and reference period.

Total Expense Ratio (Excluding Interest Expense)

 

Fund		Pro Forma Successor Fund
3.44%			3.64	%

 

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Costs of the Reorganization

Regardless of whether the Reorganization is completed, the costs associated with the proposed Reorganization, including the costs associated with the Special Meeting, will be borne by the Adviser. The costs incurred in connection with the Reorganization include, but are not limited to, costs related to the preparation and distribution of materials distributed to the Board of Directors of the Fund, costs incurred in connection with the preparation of the Reorganization Agreement and the registration statement on Form N-14, the printing and distribution of this Joint Proxy Statement/Prospectus and any other materials required to be distributed to shareholders, SEC and state securities commission filing fees, and legal and audit fees in connection with the Reorganization, including legal fees incurred preparing the Fund’s board materials, attending the Fund’s board meetings and preparing the minutes, auditing fees associated with each Fund’s financial statements, transfer agency fees, portfolio transfer taxes (if any) and any similar costs incurred in connection with the Reorganization. The total costs of the Reorganization to be born by the Fund are estimated to be zero as the Adviser has agreed to bear the costs of the Reorganization.

Summary of U.S. Federal Income Tax Considerations

The Reorganization is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and it is a condition to the closing of the Reorganization that the Fund receive an opinion from its tax counsel, Sullivan & Cromwell LLP, to the effect that the Reorganization will be treated for U.S. federal income tax purposes as a reorganization under Section 368(a)(1)(F) of the Code. Assuming the Reorganization so qualifies, in general, common shareholders of the Fund will recognize no gain or loss for U.S. federal income tax purposes upon the exchange of the Fund common shares for Successor Fund common shares pursuant to the Reorganization. Additionally, the Fund will generally not recognize gain or loss for U.S. federal income tax purposes by reason of the Reorganization.

The Fund’s shareholders should consult their tax advisers regarding the U.S. federal income tax consequences of the Reorganization, as well as the effects of state, local and non-U.S. tax laws, including possible changes in tax laws. For a more detailed description of U.S. federal income tax considerations of the Reorganization, see “—Additional Information about the Funds and the Reorganization—U.S. Federal Income Tax Considerations with Respect to the Reorganization.”

Further Information Regarding the Reorganization

The Board of Directors of the Fund has determined that the Reorganization is in the best interests of the Fund and the stockholders of the Fund and that the interests of such stockholders will not be diluted as a result of the Reorganization. The Board of Directors of the Fund recommends that stockholders approve the Reorganization at the Special Meeting.

Stockholder approval of the Reorganization requires the affirmative vote of a majority of the votes entitled to be cast on the Reorganization Proposal. Each outstanding share of common stock of the Fund is entitled to one vote on the Reorganization Proposal. For additional information regarding voting requirements, see “Voting Information.”

If the Reorganization is not approved by stockholders, the Fund will continue to operate as a business development company, as it presently does.

Subject to the requisite approval of the stockholders of the Fund with regard to the Reorganization Proposal, it is expected that the Closing Date will be no later than the fourth quarter of 2026, but it may be at a different time as described herein.

Investing in the Successor Fund following the Reorganization involves risks. For additional information, see “Risk Factors.”

 

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The Board of Directors of the Fund recommends that stockholders of the Fund vote “FOR” the Reorganization Proposal.

ADDITIONAL INFORMATION ABOUT THE FUNDS AND THE REORGANIZATION

General

Assuming the Fund’s shareholders approve the Reorganization, pursuant to the terms of the Plan, the Fund will merge directly with and into the Successor Fund.

Following the Reorganization, the Predecessor Fund will be the accounting survivor.

The Successor Fund is a closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act. Following the Reorganization, the Successor Fund will continue to operate as a business development company under the 1940 Act.

Terms of the Plan

The following is a summary of the significant terms of the Plan. This summary is qualified in its entirety by reference to the Plan attached as Appendix A to this Joint Proxy Statement/Prospectus.

General. The Plan provides for the merger of the Fund with and into the Successor Fund, with shares of a particular class of the Fund being converted into newly issued common shares of the same class of the Successor Fund (and fractional shares of a particular class of the Fund being converted into newly issued fractional shares of the same class of the Successor Fund). As a result, the Successor Fund shall succeed to and possess all of the rights, privileges and powers of the Fund and the Successor Fund shall be subject to all of the restrictions, liabilities, obligations, disabilities and duties of the Fund.

Value of Common Shares. The aggregate net asset value (“NAV”) of the shares of a particular class of the Successor Fund received by the stockholders of the Fund in the Reorganization will equal the aggregate NAV of the shares of the same class of the Fund held by such shareholders immediately prior to the Reorganization.

Because the Successor Fund will have no assets or operations prior to the Closing Date, stockholders of the Fund will receive one share of a particular class of the Successor Fund for each share of same class of the Fund held as of the Closing Date (and a fractional share of a particular class of the Successor Fund for each fractional share of the same class of the Fund held).

Termination of Existence of the Fund. Following the consummation of the Reorganization, the legal existence of the Fund shall cease.

Closing Date. The closing date for the Reorganization is expected to be in the fourth quarter of 2026. If the Reorganization is not approved, the Board of Directors of the Fund may take such actions as it deems in the best interests of the Successor Fund.

Successor Fund Common Shares to Be Issued. The newly issued Successor Fund common shares to be issued in the Reorganization will be distributed to Fund shareholders upon the conversion of their common stock of the Fund, in the names of and in the amounts due to the shareholders of the Fund based on their respective holdings in the Fund immediately prior to the closing of the Reorganization, as shown on the books of the Fund’s transfer agent. Ownership of Successor Fund common shares will be shown on the books of the Successor Fund’s transfer agent, and the Successor Fund will not issue certificates representing the Successor Fund common shares in connection with the Reorganization. Fund shareholders holding fractional shares of the Fund will receive a corresponding fractional share of the Successor Fund in the Reorganization.

Conditions to Closing the Reorganization. The obligation of each Fund to consummate the Reorganization is subject to the satisfaction of certain conditions, including each Fund’s performance of all its obligations under

 

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the Plan, the receipt of certain documents and financial statements from the Successor Fund and the receipt of all consents, orders and permits necessary to consummate the Reorganization (see Articles VI, VII and VIII of the Plan attached as Appendix A).

The obligations of each Fund are subject to the receipt of a favorable opinion of Sullivan & Cromwell LLP as to the United States federal income tax consequences of the Reorganization (see Section 8.7 of the Plan attached as Appendix A).

Termination of the Plan. The Plan may be terminated by the mutual agreement of the parties and such termination may be effected by each Fund’s Chief Executive Officer, President or any Vice President without further action by the Board of Directors of the Fund or the Board of Trustees of the Successor Fund. In addition, the Plan may be terminated at or before the Closing Date due to: (a) a breach by the non-terminating party of any representation, or warranty, or agreement to be performed at or before the Closing, if not cured within 30 days of the breach and prior to the Closing; (b) a condition precedent to the obligations of the terminating party that has not been met or waived and it reasonably appears that it will not or cannot be met; or (c) a determination by either the Board of Directors of the Fund or the Board of Trustees of the Successor Fund, as applicable, that the consummation of the transactions contemplated herein is not in the best interests of either Fund or both of them. (see Article XI of the Plan attached as Appendix A).

Expenses of the Reorganization. It is anticipated that the total cost of the Reorganization will be approximately $1.9 million. The associated costs of the Reorganization will be borne by the Adviser.

Action by Initial Shareholder. Prior to the closing of the Reorganization, the Successor Fund will issue one common share to the Adviser or an affiliate of the Adviser for the sole purpose of facilitating the Adviser, as initial shareholder, taking the following actions: approving the Successor Fund Investment Advisory Agreement, approving the independent registered public accounting firm of the Successor Fund, electing the trustees of the Successor Fund, approving the adoption of an asset coverage ratio of 150%, and approving any other matters for which shareholder approval is required.

Board Considerations and Recommendation

The Board of Directors of the Fund considered the Reorganization Proposal and, during the course of the Board’s deliberations, the Independent Directors were represented by independent counsel and met with independent counsel separate from Fund management.

The Board of Directors approved the Reorganization. In approving the Reorganization, the Board of Directors, including the Independent Directors, unanimously concluded that completion of the Reorganization would be in the best interests of the Fund and that the interests of its existing shareholders would not be diluted with respect to NAV as a result of the Reorganization. The Board of Directors’ determinations were made on the basis of each Director’s business judgment after consideration of relevant factors taken as a whole with respect to the Fund and its shareholders, although individual Directors may have placed different weight and assigned different degrees of importance to various factors. In reaching its determinations, the Board considered a number of factors, including, but not limited to, the factors discussed below and that the Adviser has agreed to pay the costs of the Reorganization. The Board unanimously recommends that stockholders of the Fund vote “FOR” the Reorganization Proposal.

Benefits to Shareholders. In approving the Reorganization Proposal, the Board of Directors of the Fund noted that the Reorganization is expected to benefit the stockholders of the Fund by:

 

•

providing a Delaware statutory trust form of organization that the Board of Directors of the Fund believes offers more flexibility with respect to the administration of the Fund, which potentially could lead to greater operating efficiencies and lower expenses for shareholders;

 

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•

permitting the Fund to operate under uniform, modern and flexible governing documents that could streamline governance processes and reduce costs associated with governance and compliance monitoring;

 

•

providing greater certainty regarding limitations on liability for the obligations of the Trust and its Trustees and greater flexibility in structuring shareholder voting rights and shareholder meetings;

 

•

eliminating the classified board and the requirement to hold annual elections of trustees, which is expected to avoid the recurring cost and administrative burden of annual meetings of shareholders and related proxy solicitations;

 

•

providing the Board of Trustees of the Successor Fund with broader authority to act, subject to applicable requirements of the 1940 Act and Delaware law, including the ability to amend the Declaration of Trust without shareholder approval in many circumstances, which may allow the Successor Fund to react more quickly to changes in competitive and regulatory conditions and to reduce administrative burdens such as filing officers’ certificates or other documents with state authorities each time the governing documents are amended;

 

•

preserving the fiduciary obligations of the Trustees under applicable securities laws to act with due care and in the interest of the Successor Fund and its shareholders, consistent with the obligations of the Directors of the Fund;

 

•

maintaining the same investment objectives, investment strategies, investment policies, portfolio holdings, management and advisory arrangements as the Fund immediately prior to the Reorganization; and

 

•

preserving continuity of the Fund’s operations and shareholders’ aggregate net asset value through the Reorganization.

Increased leverage and interest expenses; increase in incentive fees. The Board of Directors of the Fund considered that, following the Reorganization, the Successor Fund will operate under a minimum asset coverage requirement of 150%. As a result, the Successor Fund may have greater flexibility to incur leverage than the Fund currently possesses. The Board considered that increased leverage may enhance returns but also increase the risk associated with an investment in the Successor Fund. Increased leverage magnifies both potential gains and potential losses, may increase the volatility of the Successor Fund’s returns, and may increase the Successor Fund’s exposure to changes in interest rates. The Board also considered that a fund that utilizes greater leverage generally will incur more interest expense. The Successor Fund is expected, on a pro forma basis, to have higher total expenses per share following the Reorganization because of a higher expected leverage profile.

The Board also considered that an increase in leverage may make it easier for the Successor Fund to meet or exceed the hurdle rate applicable to the income-based incentive fee and may result in an increase in the amount of income-based incentive fee payable to the Adviser.

Differences in Governance Structure. The Board noted that the Successor Fund is organized as a Delaware statutory trust and the Fund is organized as a Maryland corporation. The Board considered that, under the Successor Fund’s Declaration of Trust, the Board of Trustees will have broader authority to act than the Board of Directors currently has under Maryland law, and that the effects of any such changes cannot be predicted and might be adverse.

Expected Costs of the Reorganization. The Board considered the terms and conditions of the Plan, including the estimated costs associated with the Reorganization. The Board considered that the Adviser has agreed to bear all costs of the Reorganization, including legal, accounting, printing, filing, solicitation and other transaction-related expenses.

Conclusion. After weighing the potential benefits and the other considerations described above, and the representations and recommendation of the Adviser, the Board of Directors of the Fund, including the

 

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Independent Directors, approved the Reorganization, concluding that the Reorganization is in the best interests of the Fund and that the interests of existing stockholders of the Fund will not be diluted as a result of the Reorganization. The Board’s determinations were made on the basis of each director’s business judgment after consideration of relevant factors taken as a whole with respect to the Fund and its shareholders, although individual Directors may have placed different weight on various factors and assigned different degrees of importance to various factors.

U.S. Federal Income Tax Considerations with Respect to the Reorganization

The following is a summary of certain U.S. federal income tax considerations generally applicable to the Reorganization. The discussion is based upon the Code, Treasury regulations, court decisions, published positions of the Internal Revenue Service (“IRS”) and other applicable authorities, all as in effect on the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect). The discussion is limited to U.S. persons who hold shares of the Fund as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This summary does not address all of the U.S. federal income tax considerations that may be relevant to a particular shareholder or to shareholders who may be subject to special treatment under U.S. federal income tax laws. No ruling has been or will be obtained from the IRS regarding any matter relating to the Reorganization. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects described below. This summary of U.S. federal income tax considerations is for general information only. The Fund’s shareholders should consult their own tax advisers regarding the U.S. federal income tax considerations with respect to the Reorganization, as well as the effects of state, local and non-U.S. tax laws, including possible changes in tax law.

The Reorganization is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and it is a condition to the closing of the Reorganization that the Fund receive an opinion from its tax counsel, Sullivan & Cromwell LLP, to the effect that the Reorganization will be treated for U.S. federal income tax purposes as a reorganization under Section 368(a)(1)(F) of the Code. The opinion of Sullivan & Cromwell LLP will be based on U.S. federal income tax law in effect on the Closing Date. In rendering its opinion, Sullivan & Cromwell LLP will also rely upon certain representations of the management of the Fund and assume, among other things, that the Reorganization will be consummated in accordance with the Plan and other operative documents and as described herein. An opinion of counsel is not binding on the IRS or any court. If the Reorganization does not qualify as a reorganization under Section 368(a)(1)(F) of the Code, the tax consequences could materially and adversely differ from those described herein.

Assuming the Reorganization qualifies as a reorganization under Section 368(a)(1)(F) of the Code, the U.S. federal income tax consequences of the Reorganization can generally be summarized as follows:

In general, the Fund will not recognize gain or loss as a consequence of the Reorganization, nor will the shareholders of the Fund recognize gain or loss as a result of their receipt of the Successor Fund’s common shares in the Reorganization. In addition, a shareholder’s tax basis for shares held in the Fund will carry over to the shares of the Successor Fund acquired in the Reorganization, and the holding period also will carry over to the Successor Fund shares received in the Reorganization. The historic tax bases and holding periods of the Fund’s assets, and the tax attributes, including capital loss carryovers, if any, of the Fund, as of the Closing Date are expected to be inherited by the Successor Fund in the Reorganization, subject to limitations under the Code.

The Successor Fund intends to continue to be taxed under the rules applicable to regulated investment companies as defined in Section 851 of the Code, which are the same rules currently applicable to the Fund.

This discussion is only a general summary of the material U.S. federal income tax considerations with respect to the Reorganization and is made without regard to the particular facts and circumstances of any shareholder. Shareholders are urged to consult their tax advisors regarding the effect, if any, of the Reorganization in light of their individual circumstances. Because the foregoing discussion relates only to the

 

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U.S. federal income tax considerations with respect to the Reorganization, shareholders of the Fund should also consult their tax advisors as to the state, local and foreign tax consequences, if any, of the Reorganization.

Management of the Funds

The Board. The role of the Board of Directors of the Fund is to provide general oversight of the Fund’s business affairs and to exercise all of the Fund’s powers except those reserved for the shareholders. The responsibilities of the Board of Directors of the Fund also include, among other things, the oversight of the Fund’s investment activities, oversight of the valuation of the Fund’s assets, oversight of the Fund’s financing arrangements and corporate governance activities.

The Board of Directors of the Fund is currently comprised of seven directors, four of whom are Independent Directors. The members of the Board of Directors who are not Independent Directors are referred to as interested directors (the “Interested Directors”). The names and ages of the Directors and officers of the Fund, the year each was first elected or appointed to office, their principal business occupations during the last five years, the number of funds overseen by each director and other directorships or directorships during the last five years are set forth under “Management of the Fund and Successor Fund—Board of Directors and Board of Trustees”.

Investment Adviser. Subject to the supervision of the Board of Directors of the Fund, the Fund is managed by the Adviser. The Adviser is responsible for the day-to-day management of the Fund’s investment portfolio and business affairs.

Following the Reorganization, the investment adviser to the Fund will continue to serve as investment adviser to the Successor Fund. The Successor Fund will have the same investment objectives, investment strategies, portfolio holdings and management arrangements as the Fund immediately prior to the Reorganization.

Advisory Agreement. The Adviser currently serves as investment adviser to the Fund pursuant to an investment advisory agreement between the Fund and the Adviser.

The Adviser is the investment adviser to the Fund and will serve as investment adviser to the Successor Fund following the Reorganization pursuant to an investment advisory agreement that is the same as the Fund’s current investment advisory agreement. The advisory fee structure applicable to the Successor Fund will be the same as that applicable to the Fund immediately prior to the Reorganization.

Portfolio Management. The investment professionals currently responsible for managing the Fund’s portfolio will continue to manage the portfolio of the Successor Fund following the Reorganization. Accordingly, the Reorganization is not expected to result in any material changes to the day-to-day management of the Fund’s investment portfolio.

Other Service Providers. It is not anticipated that the Reorganization will result in any material changes to the Fund’s principal service providers. The service providers to the Fund immediately prior to the Reorganization will continue to provide the same services to the Successor Fund following the Reorganization.

Additional Information About the Common Stock of the Fund and Common Shares of the Successor Fund

The Fund currently has authorized shares of Class I, Class S and Class D common stock. As of the date of this Joint Proxy Statement/Prospectus, only shares of Class I common stock are outstanding. Following the Reorganization, stockholders of the Fund will receive common shares of the Successor Fund corresponding to the class of common shares they held immediately prior to the Reorganization, with substantially equivalent aggregate net asset value immediately before and after the Reorganization.

 

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Holders of common stock are entitled to participate equally in dividends and other distributions declared by the Board of Directors or Board of Trustees, as applicable, and, upon liquidation, in the net assets of the applicable Fund remaining after satisfaction of outstanding liabilities and any preferential rights of outstanding preferred shares. Shareholders generally are entitled to one vote per share and do not have preemptive, conversion or exchange rights.

There is currently no established public trading market for the Fund’s common stock, and the common shares of the Successor Fund will likewise not be listed or traded on any securities exchange following the Reorganization. As a result, stockholders of the Fund should not expect the Reorganization to provide a public trading market for their shares or otherwise result in a material change to the liquidity of their investment.

Share Repurchase Program. The Fund currently conducts quarterly tender offers pursuant to a share repurchase program. Subject to board approval and applicable law, the Fund generally expects to offer to repurchase up to 5.0% of the number of shares outstanding as of the end of the immediately preceding calendar quarter in each quarterly tender offer. The Board of Directors of the Fund retains discretion to determine whether any particular tender offer will be conducted and on what terms.

Following the Reorganization, the Successor Fund will continue the same shareholder liquidity program, subject to approval by the Board of Trustees of the Successor Fund and applicable law. However, for purposes of determining the applicability of any early repurchase fee to a tender of shares acquired in the Reorganization in a tender offer by the Successor Fund, shares of the Successor Fund tendered will be credited with the holding period applicable to the shares of the Fund exchanged for the tendered Successor Fund shares. There can be no assurance that any tender offer will be conducted or that shareholders will be able to tender all of the shares they desire to sell in any tender offer.

Distributions. The Fund currently intends to pay regular monthly distributions, subject to the discretion of the Board of Directors of the Fund and applicable law. Following the Reorganization, the Successor Fund currently intends to continue the Fund’s distribution policy on the same basis.

To the extent that the Fund has taxable income available, the Fund intends to make monthly distributions to its common stockholders. Dividends and distributions to common stockholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board of Directors of the Fund each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, are generally distributed at least annually, although the Fund may decide to retain such capital gains for investment. Although the gross distribution per share is generally equivalent for each share class, the net distribution for each share class is reduced for any class specific expenses, including distribution and shareholder servicing fees, if any.

The amount and timing of future distributions will depend upon numerous factors, including earnings, net investment income, financial condition, maintenance of regulated investment company status for U.S. federal income tax purposes, compliance with applicable regulatory requirements and general market conditions. Distributions may exceed earnings in a particular period, and a portion of distributions may constitute a return of capital.

Distribution and Servicing Plan. The Fund has adopted a distribution and servicing plan with respect to its shares of Class S and Class D common stock. Under the plan, shares of Class S common stock are subject to distribution and shareholder servicing fees and shares of Class D common stock are subject to shareholder servicing fees. Shares of Class I common stock are not subject to such fees. As a result, distributions paid on Class S shares generally will be lower than distributions paid on Class D shares, and distributions paid on Class D shares generally will be lower than distributions paid on Class I shares.

The Successor Fund will maintain the same distribution and shareholder servicing plan following the Reorganization.

 

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Dividend Reinvestment Plan. The Fund has adopted a dividend reinvestment plan pursuant to which distributions are automatically reinvested in additional common shares unless a shareholder elects to receive distributions in cash. Following the Reorganization, the Successor Fund will maintain the same dividend reinvestment plan.

Net Asset Value and Valuation of Portfolio Investments. The Successor Fund will determine its net asset value and the value of its portfolio investments in the same manner as the Fund immediately prior to the Reorganization. Portfolio investments for which market quotations are not readily available will be valued at fair value pursuant to the Successor Fund’s valuation policies and procedures under the oversight of the Board of Trustees.

The Adviser will serve as valuation designee and perform the day-to-day responsibilities associated with the valuation process, subject to board oversight. Independent third-party valuation firms may be utilized as part of the valuation process.

Certain Provisions of the Governing Documents of the Successor Fund

The Successor Fund has provisions in its governing documents which could have the effect of limiting, in each case, (i) the ability of other entities or persons to acquire control of the Successor Fund, (ii) the Successor Fund’s freedom to engage in certain transactions or (iii) the ability of the Successor Fund’s trustees or shareholders to amend the governing documents or effectuate changes in such Successor Fund’s management. These provisions of the governing documents of the Successor Fund may be regarded as “anti-takeover” provisions.

Under the Successor Fund’s Declaration of Trust, the Successor Fund is not required to hold annual meetings of shareholders and does not intend to hold such meetings. Shareholders of the Successor Fund have only the voting rights as required by the 1940 Act or as otherwise provided in the Successor Fund’s Declaration of Trust.

Special meetings of shareholders may be called at any time by the Board of Trustees or the Chief Executive Officer of the Successor Fund. Special meetings will be limited to the purposes for any such special meeting set forth in the Successor Fund’s notice thereof. In addition, shareholders may request the Board of Trustees of the Successor Fund to call a vote of shareholders to act on a matter on which such shareholders are entitled to vote, subject to certain procedural requirements set forth in the Declaration of Trust, including, among others, that the request is signed by shareholders of record as of the applicable record date holding in the aggregate at least fifty-one percent (51%) of the shares or class or series of shares having voting rights on the matter. Upon receipt of such shareholder request and subject to such shareholder’s compliance with the applicable procedural requirements set forth in the Declaration of Trust, the Board of Trustees will call a vote of shareholders to act on such matters, which may be taken, subject to the sole discretion of the Board of Trustees, either at a special meeting of shareholders or by solicitation of written consent of shareholders. These provisions will have the effect of significantly reducing the ability of shareholders to be able to have proposals considered at a meeting of shareholders.

The provisions of the Successor Fund’s governing documents described above could have the effect of discouraging a third party from seeking to obtain control of the Successor Fund in a tender offer or similar transaction. The overall effect of the provisions is to render more difficult the accomplishment of a merger or the assumption of control by a principal shareholder.

Voting Rights

The stockholders of the Fund and the shareholders of the Successor Fund are entitled to one vote for each share held by them. The stockholders of the Fund and the shareholders of the Successor Fund do not have any preemptive or preferential right to purchase or subscribe to any shares of the Fund. The common shares of the Fund or of the Successor Fund do not have cumulative voting rights.

 

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Appraisal Rights

Stockholders of the Fund will not be entitled to appraisal or dissenters’ rights in connection with the Reorganization under Maryland law, the Fund’s governing documents or the Plan of Reorganization.

Legal Matters

Certain legal matters concerning the U.S. federal income tax consequences of the Reorganization and the issuance of Successor Fund common shares will be passed upon by Sullivan & Cromwell LLP, which serves as special counsel to the Funds.

Required Vote

Stockholder approval of the Reorganization Proposal requires the affirmative vote of a majority of the votes entitled to be cast on the Reorganization Proposal. For additional information regarding voting requirements, see “Voting Information.”

If the Reorganization Proposal is not approved by stockholders, the Fund will continue to operate as a business development company organized under Maryland law. The holders of shares of common stock of the Fund will have equal voting rights (i.e., one vote per common share). Abstentions, if any, will be counted for purposes of establishing a quorum, and will have the same effect as a vote against the Reorganization Proposal.

Board Recommendation

The Board of Directors of the Fund recommends that stockholders of the Fund vote “FOR” the Reorganization Proposal.

 

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RISK FACTORS

In addition to the other information included in this Joint Proxy Statement/Prospectus, stockholders should carefully consider the risks described below in determining whether to approve the Reorganization Proposal. The information under “Item 1A. Risk Factors” in Part I of the Fund’s Annual Report on Form 10-K (File No.  814-01248) for the fiscal year ended December 31, 2025 is incorporated herein by reference for general risks related to the Fund. Because the Successor Fund will have the same investment objectives, investment strategies, investment policies, portfolio holdings, management and advisory arrangements as the Fund, the risks described in those filings will continue to apply following the Reorganization. The risks set forth below and incorporated by reference herein are not the only risks the Fund and, following the Reorganization, the Successor Fund face, and there may be additional risks that the Fund does not presently know of or that it currently considers not likely to have a significant impact. New risks may emerge at any time and the Fund cannot predict such risks or estimate the extent to which they may affect the business or financial performance of the Fund and, following the Reorganization, the Successor Fund.

Risks Related to the Delaware Statutory Trust Structure

Shareholders of the Successor Fund will have only the voting rights as required by the 1940 Act or as otherwise provided for in the Successor Fund’s Declaration of Trust.

Following the Reorganization, shareholders of the Successor Fund will have only the voting rights required by the 1940 Act and as otherwise provided for in the Successor Fund’s Declaration of Trust. Under the Declaration of Trust, the Successor Fund will not be required to hold annual meetings of shareholders. Special meetings of shareholders may only be called by the Board of Trustees of the Successor Fund or the Chief Executive Officer and will be limited to the purposes set forth in the Successor Fund’s notice thereof. In addition, shareholders may request the Board of Trustees of the Successor Fund to call a vote of shareholders to act on a matter on which such shareholders are entitled to vote, subject to certain procedural requirements set forth in the Declaration of Trust, including, among others, that the request is signed by shareholders of record as of the applicable record date holding in the aggregate at least fifty-one percent (51%) of the shares or class or series of shares having voting rights on the matter. Upon receipt of such shareholder request and subject to such shareholder’s compliance with the applicable procedural requirements set forth in the Declaration of Trust, the Board of Trustees of the Successor Fund will call a vote of shareholders to act on such matters, which may be taken, subject to the sole discretion of the Board of Trustees, either at a special meeting of shareholders or by solicitation of written consent of shareholders. These provisions may have the effect of significantly reducing the ability of shareholders to have proposals considered at a meeting of shareholders.

 

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CAPITALIZATION

The following table sets forth (1) the Fund’s actual capitalization as of June 30, 2026 and (2) the Fund’s capitalization as adjusted to reflect the effects of the Reorganization. You should read this table together with the Fund’s consolidated financial statements incorporated by reference herein.

 

		As of June 30, 2026 (dollar amounts and share data in thousands, except per share data)
		Actual (unaudited)				Pro forma Adjustments (unaudited)				Pro Forma (unaudited)
		The Fund								The Fund
Cash, cash equivalents and restricted cash		$	67,393							$	67,393
Debt less unamortized debt issuance costs		$	1,096,502			$	794,164			$	1,890,666
Net assets		$	1,720,457							$	1,720,457
Total capitalization		$	2,816,959			$	794,164			$	3,611,123
Number of shares of common stock outstanding			95,501,542								95,501,542
NAV per common share		$	18.01							$	18.01

MANAGEMENT OF THE FUND AND SUCCESSOR FUND

Board of Directors and Board of Trustees

The Board of Directors of the Fund and the Board of Trustees of the Successor Fund each provides broad oversight over the operations and affairs of the Fund and Successor Fund, respectively, and protects the interests of stockholders of the Fund and shareholders of the Successor Fund. The Board of Directors of the Fund and the Board of Trustees of the Successor Fund each has overall responsibility for monitoring the operations of the Fund and Successor Fund, respectively, and for supervising the services provided by the Adviser and other organizations. The officers of the Fund and the Successor Fund are responsible for managing the day-to-day operations of the Fund and Successor Fund, respectively.

The Fund is a Maryland corporation whose governing body is referred to as the Board of Directors and whose holders are referred to as stockholders. The Successor Fund will be organized as a Delaware statutory trust whose governing body is referred to as the Board of Trustees and whose holders are referred to as shareholders. Each Director of the Fund is a Trustee of the Successor Fund and will hold such position upon completion of the Reorganization.

The names, birth years and principal occupations during the last five years of the directors and executive officers of the Fund, who are the same individuals as the trustees and officers of the Successor Fund, the year each was first elected or appointed to office, the number of funds overseen by each director/trustee and other directorships or trusteeships held by each director/trustee during the last five years are shown below. The

 

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business address of the Fund, the Successor Fund, and their respective directors and trustees and officers is One Vanderbilt Avenue, Suite 3400, New York, NY 10017.

 

Name and Birth Year		Position(s) Held With the Fund / Successor Fund		Director of the Fund Since / Trustee of the Successor Fund Since		Principal Occupations During Past Five Years		Number of Portfolios in Fund Complex Overseen by Trustee (1)		Other Directorships Held by Trustee During the Past Five Years (2)
Independent Directors / Trustees
Nigel D.T. Andrews Birth Year: 1947		Director / Trustee		2017 (Fund); 2026 (Successor Fund)		Director of the Fund and Trustee of the Successor Fund; Chairman of the Audit Committee of the Fund and the Successor Fund		Two		Chairman of the Audit Committee, Member of the Nominating and Governance Committee, Chairman of the Compensation Committee, Victory Funds;   Chairman of the Audit Committee, Member of the Nominating and Governance Committee, Chairman of the Compensation Committee, Carlyle Secured Lending, Inc. (“CSL”);   Member of the Board of Trustees and Audit Committee, Carlyle Secured Lending III (“CSL III”)
Leslie E. Bradford Birth Year: 1955		Director / Trustee		2017 (Fund); 2026 (Successor Fund)		Director of the Fund and Trustee of the Successor Fund; Member of the Audit Committee of the Fund and the Successor Fund		Two		Member of the Board of Directors, Audit Committee, Compensation Committee and Nominating and Governance Committee, CSL;   Member of the Board of Trustees and Audit Committee, CSL III
John G. Nestor Birth Year: 1945		Director / Trustee		2017 (Fund); 2026 (Successor Fund)		Director of the Fund and Trustee of the Successor Fund; Member of the Audit Committee of the Fund and the Successor Fund		Two		Chairman of the Nominating and Governance Committee, Member of the Audit Committee and Compensation Committee, CSL;   Member of the Board of Trustees and Audit Committee, CSL III
William H. Wright II Birth Year: 1960		Director / Trustee		2021 (Fund); 2026 (Successor Fund)		Director of the Fund and Trustee of the Successor Fund; Member of the Audit Committee of the Fund and the Successor Fund		Two		Member of the Board of Directors, Audit Committee, Nominating and Governance Committee and Compensation Committee, CSL;   Member of the Board of Trustees and Audit Committee, CSL III;   Director, Brookfield Real Assets Income Fund Inc.; Director, Center Coast Brookfield MLP & Energy Infrastructure Fund; Trustee, Brookfield Investment Funds

 

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Name and Birth Year		Position(s) Held With the Fund / Successor Fund		Director of the Fund Since / Trustee of the Successor Fund Since		Principal Occupations During Past Five Years		Number of Portfolios in Fund Complex Overseen by Trustee (1)		Other Directorships Held by Trustee During the Past Five Years (2)
Interested Directors / Trustees
Linda Pace(3) Birth Year: 1962		Director / Trustee, Chair of the Board		2019 (Fund); 2026 (Successor Fund)		Chair of the Board of Directors of the Fund and Chair of the Board of Trustees of the Successor Fund;		Two		Chair of the Board of Directors, CSL;   Chair of the Board of Trustees, CSL III
Alex Chi(3) Birth Year: 1973		Director / Trustee, Chief Executive Officer		2026 (Fund); 2026 (Successor Fund)		Director of the Fund and Trustee of the Successor Fund; Chief Executive Officer of the Fund and the Successor Fund		Two		Member of the Board of Directors and Chief Executive Officer, CSL
Thomas M. Hennigan(3) Birth Year: 1976		Director / Trustee, President, Chief Financial Officer and Chief Risk Officer		2025 (Fund); 2026 (Successor Fund)		Director of the Fund and Trustee of the Successor Fund; President, Chief Financial Officer and Chief Risk Officer of the Fund and the Successor Fund		Two		Member of the Board of Directors, President, Chief Financial Officer and Chief Risk Officer, CSL.

(1)	The term “Fund Complex” refers to the Fund and CSL.

(2)

Includes directorships or trusteeships held in (1) any investment company registered under the 1940 Act, (2) any company with a class of securities registered pursuant to Section 12 of the Exchange Act and (3) any company subject to the requirements of Section 15(d) of the Exchange Act, in each case, other than with respect to the Successor Fund.

(3)

“Interested person” of the Fund and the Successor Fund as defined in Section 2(a)(19) of the 1940 Act. Mr. Chi and Mr. Hennigan are each an “interested person” because of their respective affiliation with the Adviser. Ms. Pace continues to be treated as an “interested person” due to her financial interest in a control person of the Adviser.

The address for each director of the Fund and each Trustee of the Successor Fund is c/o New Carlyle Credit Solutions, One Vanderbilt Avenue, Suite 3400, New York, NY 10017. The Directors of the Fund are divided into three classes, with the members of each class serving staggered three-year terms.

Information about Executive Officers Who Are Not Directors or Trustees

The following table sets forth certain information regarding the executive officers of the Fund and Successor Fund who are not directors of the Fund or trustees of the Successor Fund. Each executive officer holds his or her office until his or her successor is chosen and qualifies, or until his or her earlier resignation or removal.

 

		Birth Year				Position		Number of Portfolios in Fund Complex Overseen by Officer (1)				Officer of the Fund Since				Officer of the Successor Fund Since
Nelson Joseph			1979			Principal Accounting Officer			2				2023				2026
Joshua Lefkowitz			1974			Chief Compliance Officer and Secretary			2				2021				2026
Michael Hadley			1975			Vice President and Head of Underwriting			2				2022				2026
Frank Taylor			1992			Treasurer			2				2026				2026

(1)	The term “Fund Complex” refers to the Fund and CSL. Each of the Fund’s executive officers who is not a Director oversees all of the funds in the Fund Complex.

 

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Biographical Information

Additional biographical information regarding the Fund’s directors and executive officers is set forth below.

Each director of the Fund will serve as a trustee of the Successor Fund, and each executive officer of the Fund will serve in the same capacity with respect to the Successor Fund.

Independent Directors/Trustees

Nigel D.T. Andrews. Mr. Andrews has served as a director of the Fund 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 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 of Directors of the Fund with valuable insights and knowledge that will enhance the Fund’s ability to achieve its investment objectives.

Leslie E. Bradford. Ms. Bradford has served as a director of the Fund since October 2017 and is a member of the Fund’s Audit Committee. Ms. Bradford has also served as a member of the Board of Directors and the Audit Committee, the Compensation Committee and the Nominating and Governance Committee of CSL since October 2017. Ms. Bradford 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. 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-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 of Directors of the Fund.

John G. Nestor. Mr. Nestor has served as a director of the Fund since April 2017. Mr. Nestor has also served on the Board of Directors since 2013, and he is the Chairman of the Nominating and Governance

 

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Committee and a member of the Audit Committee and Compensation Committee of CSL. 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 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 of Directors of the Fund with valuable insights.

William H. Wright II. Mr. Wright has served as a director of the Fund since 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 the 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 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 Brookfield Real Assets Income Fund Inc., Center Coast Brookfield MLP & Energy Infrastructure Fund, and Brookfield Investment Funds. He is also a member of the board of directors of the New York City Ballet and a trustee of Mount Sinai Health System. 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 with valuable insights.

Interested Directors/Trustees

Linda Pace. Ms. Pace has served as Chair of the Board of Directors of the Fund since December 31, 2019. Ms. Pace has also served as chair of the board of directors of CSL since December 31, 2019. Ms. Pace was Chair of the board of trustees of Carlyle Secured Lending III (“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 Fund and CSL III, but continues to serve as the Fund’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,

 

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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.

Alex Chi. Mr. Chi has served as Chief Executive Officer and a director of the Fund since February 2026. Mr. Chi has also served as a member of the board of directors and as the Chief Executive Officer of CSL since February 2026. Mr. Chi is the Deputy Chief Investment Officer for Global Credit and the Head of U.S. Direct Lending at Carlyle. Mr. Chi serves on the Global Credit Investment Committee and is a member of the firm’s Leadership Committee. Mr. Chi joined Carlyle in 2026. Prior to joining Carlyle, he was a Partner at Goldman Sachs, where he spent 31 years and most recently served as Co-Head of Americas Direct Lending within Goldman Sachs Asset Management. He also served as Co-Chief Executive Officer and Co-President of Goldman Sachs’ affiliated Business Development Companies and was a member of the Asset & Wealth Management Private Credit Investment Committee. Earlier in his career, Mr. Chi spent 25 years in the investment banking division at Goldman Sachs in a variety of leadership roles across the Financial and Strategic Investors Group, Leveraged Finance, Mergers & Acquisitions, Corporate Finance, Fixed Income Capital Markets, and Information Technology in New York, Hong Kong, and Seoul. He also served on the firm’s Global Diversity & Inclusion Council and was global head of the Asian Network, which he co-founded. Mr. Chi currently serves on the National Advisory Council of the Association of Asian American Investment Managers (AAAIM), the Board of Directors of the JED Foundation, and the National Advisory Board of the Smithsonian Asian Pacific American Center. He also previously served three terms on the Board of Directors of the Korean American Community Foundation (KACF). Mr. Chi’s broad industry experience, leadership and intimate knowledge of the business and operations of Carlyle’s Global Credit investment platform provide the Board of the Fund with valuable insight.

Thomas M. Hennigan. Mr. Hennigan has served as a director of the Fund since April 2025. Mr. Hennigan has also served on the board of directors of CSL since April 2025. He was appointed as President of the Fund in February 2026, Chief Financial Officer in March 2018 and Chief Risk Officer in 2016. Mr. Hennigan currently serves as the President, 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 Partner of Carlyle. Prior to the completion of the merger of NF Investment Corp. (“NFIC”) into CSL (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 Fund provide the Board of Directors of the Fund with valuable insight.

Executive Officers

Nelson Joseph was appointed as the Fund’s Principal Accounting Officer in March 2023 and is the Fund’s Principal Accounting Officer for SEC reporting purposes. Mr. Joseph currently serves as the Principal Accounting Officer 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. 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,

 

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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 the Fund’s 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 Partner at 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 the Fund’s Vice President and Head of Underwriting in March 2022 and has served as the Fund’s 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.

Frank Taylor was appointed as the Fund’s Treasurer in February 2026 and currently serves as the Treasurer of CSL. Mr. Taylor 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. Taylor is a Vice President of Carlyle. Prior to joining Carlyle in 2021, Mr. Taylor was an Audit Manager at Deloitte for seven years in the investment management practice focusing on SEC registered entities, credit, private equity and real estate funds. Mr. Taylor received his BS in Accounting from Providence College and is a Certified Public Accountant.

Risk Oversight and Board Structure

Role in Risk Oversight

The Board of Directors of the Fund and the Board of Trustees of the Successor Fund perform risk oversight functions primarily through (a) their standing Audit Committees, which report to the entire board and are comprised solely of Independent Directors or Trustees, as applicable, and (b) active monitoring by the Funds’ Chief Compliance Officer and of the operation of the Funds’ compliance policies and procedures. The Audit Committee of each Fund assists the applicable 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 the Funds each have a personnel agreement), accounting and financial reporting processes, the Funds’ valuation process, the Funds’ systems of internal controls regarding finance and accounting and audits of the Funds’ financial statements.

The Board of Directors of the Fund and the Board of Trustees of the Successor Fund also perform their risk oversight responsibilities with the assistance of the Chief Compliance Officer. The Board of Directors of the Fund and the Board of Trustees of the Successor Fund annually review a written report from the Chief

 

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Compliance Officer of each fund discussing the adequacy and effectiveness of the applicable Fund’s compliance policies and procedures and the applicable Fund’s service providers. The Chief Compliance Officer’s annual report addresses, at a minimum: (a) the operation of the applicable Fund’s compliance policies and procedures and the applicable Fund’s 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 the Fund’s Board of Directors or the Successor Fund’s Board of Trustees would reasonably need to know to oversee the Fund’s or Successor Fund’s compliance activities and risks. In addition, the Chief Compliance Officer meets separately in executive session with the Independent Directors or Independent Trustees, as applicable, at least once each year.

The Fund’s Board of Directors and the Successor Fund’s Board of Trustees’ roles in risk oversight are effective and appropriate given the extensive regulation to which the Fund and Successor Fund are already subject as BDCs. As BDCs, the Fund and the Successor Fund are required to comply with certain regulatory requirements that control the levels of risk in the Fund’s and Successor Fund’s business and operations. For example, the Successor Fund’s ability to incur indebtedness is limited such that the Successor Fund’s asset coverage must equal at least 150% immediately after each time the Successor Fund incurs indebtedness, the Successor Fund generally has to invest at least 70% of the Successor Fund’s total assets in “qualifying assets” and the Successor Fund is not generally permitted to invest in any portfolio company in which one of the Successor Fund’s affiliates currently has an investment.

The Fund and the Successor Fund recognize that different board roles in risk oversight are appropriate for companies in different situations. The Successor Fund intends to re-examine the manners in which the Successor Fund’s Board of Trustees administers its oversight function on an ongoing basis to ensure that they continue to meet the Successor Fund’s needs.

Board Composition and Leadership Structure

Ms. Pace, who is an “interested person” of the Fund (as defined in Section 2(a)(19) of the 1940 Act), currently serves as Chair of the Board of Directors, and Mr. Chi serves as Chief Executive Officer. The Board of Directors believes that Ms. Pace’s extensive knowledge of the financial services industry and capital markets in particular qualifies her to serve as Chair of the Board, and that her relationship with the Adviser provides an effective bridge and encourages an open dialogue between management and the Board.

The Fund’s Board of Directors does not currently have a designated lead Independent Director. The Fund’s Board of Directors is aware of the potential conflicts that may arise when an Interested Director is Chair of the Board, but believes these potential conflicts are offset by strong corporate governance policies, including 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. The Successor Fund expects to maintain a substantially similar leadership structure.

The Successor Fund’s Board of Trustees, after considering various factors, has concluded that its structure is appropriate given the current size and complexity of the Successor Fund and the extensive regulation to which the Successor Fund is subject as a BDC.

Board Meetings and Attendance

Because the Successor Fund is newly formed, the Board of Trustees of the Successor Fund did not meet during the fiscal year ended December 31, 2025. The Board of Directors of the Fund met ten times during the fiscal year ended December 31, 2025, including four regular quarterly meetings and multiple special meetings, and acted on various occasions by written consent. No Director that served during 2025 attended fewer than 75%

 

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of the aggregate of the total number of meetings of the Board of Directors (held during the period for which he or she served) and the total number of meetings held by all committees of the Board of Directors on which he or she served (during the period that he or she served).

All directors of the Fund and all trustees of the Successor Fund are expected to attend at least 75% of the aggregate number of meetings of the applicable board and of the respective committees on which they serve. The Fund and Successor Fund require each Director and Trustee, as applicable, to make a diligent effort to attend all board and committee meetings. The Fund and Successor Fund encourages, but does not require, the members of the board to attend meetings of shareholders. Because the Successor Fund is newly formed, the Successor Fund did not hold a meeting of shareholders during the fiscal year ended December 31, 2025.

Committees of the Board of the Successor Fund

The Board of Trustees of the Successor Fund has established an Audit Committee and a Pricing Committee and may establish additional committees in the future. The Fund maintains substantially similar committees.

Neither the Board of Directors nor the Board of Trustees has established a standing nominating committee because they each believe the function typically served by this committee is best handled by those directors or trustees, as applicable, whose term is not expiring currently. Each board has not established a standing compensation committee because the executive officers of the Funds do not receive any direct compensation from the Funds.

The Board of Directors and the Board of Trustees are responsible for determining the fair value of the applicable Fund’s assets. Pursuant to Rule 2a-5 under the 1940 Act, each board has designated the Adviser as the Fund’s valuation designee with day-to-day responsibility for implementing the portfolio valuation process in accordance with the Adviser’s valuation policy, subject to the oversight of the applicable board.

Audit Committee

The Board of Trustees has established an Audit Committee that operates pursuant to a charter and consists of four members. The Audit Committee is composed of Messrs. Andrews (Chairman), Nestor and Wright and Ms. Bradford, each of whom is an Independent Trustee, consistent with the composition of the Audit Committee of the Fund immediately prior to the Reorganization. The Board has determined that Mr. Andrews is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K promulgated under the Exchange Act.

The Audit Committee’s responsibilities include establishing guidelines and making recommendations to the Board regarding the valuation of the Successor Fund’s loans and investments, selecting the Funds’ independent registered public accounting firm, reviewing with the independent registered public accounting firm the planning, scope and results of the audit of the Successor Fund’s financial statements, pre-approving fees for services performed by the independent registered public accounting firm, reviewing the adequacy of internal control systems, reviewing annual financial statements, overseeing internal audit functions and periodic filings and receiving audit reports and financial statements. The Audit Committee also assists the Board in fulfilling its oversight responsibilities with respect to the Funds’ valuation process and oversees the Adviser’s implementation of the valuation process as valuation designee pursuant to Rule 2a-5 under the 1940 Act. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to the Successor Fund’s valuation process.

Because the Successor Fund is newly formed, the Audit Committee of the Successor Fund did not meet during the fiscal year ended December 31, 2025. The Fund maintains a substantially similar Audit Committee. The Audit Committee of the Fund held twelve meetings during the fiscal year ended December 31, 2025.

 

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Pricing Committee

The Board of Trustees of the Successor Fund has established a Pricing Committee that will operate pursuant to a charter and consist of two members. The Pricing Committee is composed of Mr. Nestor and Ms. Pace, consistent with the composition of the Pricing Committee of the Fund immediately prior to the Reorganization.

The principal goals of the Pricing Committee are to approve the offering price of shares of the Successor Fund in accordance with the Successor Fund’s valuation policy and to ensure that the Successor Fund does not sell its shares at a price below the net asset value of such shares, to the extent required by applicable law. Pursuant to the charter of the Pricing Committee, the Pricing Committee has the authority to approve the offering price of shares of the Successor Fund so long as such offering price does not change in excess of 5% above or below the net asset value per share most recently approved by the Board.

Because the Successor Fund is newly formed, the Pricing Committee of the Successor Fund did not meet during the fiscal year ended December 31, 2025. The Fund maintains a substantially similar Pricing Committee. The Pricing Committee of the Fund met or acted by written consent twelve times during the fiscal year ended December 31, 2025.

Trustee Nominations

The Board of Trustees has not established a standing nominating committee because it believes the function typically served by this committee is best handled by those Trustees whose term is not expiring currently.

The Board of Trustees seeks candidates who possess the background, skills and expertise to make a significant contribution to the Board of Trustees, the Successor Fund and its shareholders. In considering possible candidates for election as a Trustee, the Board of Trustees takes into account, in addition to such other factors as it deems relevant, the desirability of selecting Trustees 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 the affairs of the Successor Fund and are able to commit the necessary time to prepare for and attend meetings; are not financially dependent on trustee 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 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 service providers while maintaining a constructive working relationship; have strong communication skills; have a demonstrated ability to contribute to Board and committee processes; 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 of Trustees has not adopted a formal policy with regard to the consideration of diversity in identifying Trustee nominees. In determining whether to recommend a Trustee nominee, the Board of Trustees considers and discusses diversity, among other factors, with a view toward the needs of the Board of Trustees as a whole. The Board of Trustees 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 that contribute to the Board.

The Trustees whose terms are not expiring at a meeting of shareholders select and evaluate candidates for Trustee positions in accordance with the criteria described above and are responsible for recommending nominees for approval by the Board. Candidates for Trustee may be suggested by existing Trustees, management or shareholders. Nominees recommended by shareholders will be evaluated in the same manner as any other nominee for Trustee.

The Fund approaches Director nominations in a substantially similar way.

 

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Communications Between Shareholders and the Board

The Board of Trustees has established procedures whereby the Successor Fund’s shareholders and other interested parties may communicate with any member of the Board, the chair of any of the Board committees or with the Independent Trustees as a group by mail addressed to the applicable Trustee or Trustee group, in the care of the Secretary of the Successor Fund, 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 Trustee, or Trustees, for review.

Board Compensation

The Fund. The Fund does not pay compensation to Directors who are Interested Directors, other than Ms. Pace, who retired from Carlyle on December 31, 2023 but continues to be treated as an Interested Director due to her financial interest in a control person of the Adviser and began receiving compensation for her service as a Director beginning on January 1, 2024. Independent Directors and Ms. Pace are entitled to receive annual cash retainer fees, fees for participating in Board and Board committee meetings and annual fees for serving as a committee chairperson.

Each Independent Director of the Fund and Ms. Pace receives the following amounts for serving as a Director of the Fund: (i) a $65,000 annual fee; (ii) for a meeting of the Board, $1,950 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 $715 for each such Board meeting attended telephonically; (iii) for a meeting of a committee of the Board, $975 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 $455 for each such committee meeting attended telephonically; and (iv) an annual fee of $11,700 for the Chairman of the 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 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 Fund. The Board determines the compensation of the Independent Directors.

The table below sets forth the compensation received by the Fund’s Directors for service during the fiscal year ended December 31, 2025:

 

		Fees Earned or Paid in Cash				Total Compensation from the Fund				Total Compensation from the Fund Complex(1)
Nigel D.T. Andrews, Director		$	91,145			$	91,145			$	271,075
Leslie E. Bradford, Director		$	80,120			$	80,120			$	238,200
John G. Nestor, Director		$	80,120			$	80,120			$	238,200
William H. Wright II, Director		$	80,120			$	80,120			$	238,200
Linda Pace, Director(2)		$	80,120			$	80,120			$	238,200

(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 Fund and CSL are part of the Fund Complex, and CSL III was part of the Fund Complex prior to March 27, 2025. Compensation amounts shown include compensation such Directors received from the Fund, CSL and CSL III for services rendered during the fiscal year ended December 31, 2025.

(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 financial interest in a control person of the Adviser but began receiving compensation for her service as Director beginning on January 1, 2024.

 

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The Successor Fund. The Successor Fund will pay compensation to its Independent Trustees and Ms. Pace, who retired from Carlyle on December 31, 2023 but will be treated as an Interested Trustee due to her financial interest in a control person of the Adviser. Independent Trustees and Ms. Pace will be entitled to receive annual cash retainer fees, fees for participating in Board and Board committee meetings and annual fees for serving as a committee chairperson. These Trustees are Messrs. Andrews, Nestor and Wright and Ms. Bradford.

The Successor Fund expects to compensate its Trustees in a manner identical to the compensation practices of the Fund in all material respects. The Independent Trustees of the Successor Fund will 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. The Board of the Successor Fund will determine the compensation of the Independent Trustees.

PORTFOLIO MANAGEMENT

The management of the Fund’s investment portfolio is the responsibility of the Investment Adviser and the Investment Adviser has established an investment committee for the Fund (the “Private Credit Investment Committee”). A majority of the members of the Private Credit Investment Committee must approve each new investment that the Fund makes. The biographical information of the members of the Private Credit Investment Committee is set forth below. The Private Credit Investment Committee has delegated approval of certain amendments, follow-on investments with existing borrowers, investments below certain size thresholds (existing or new borrowers), and other matters as determined by the Private Credit Investment Committee to the Direct Lending Investment Committee, which is comprised of senior members of the direct lending leadership team including Alex Chi and Thomas Hennigan. Within that framework, Mr. Chi, the Fund’s Chief Executive Officer, and Mr. Hennigan, the Fund’s President, Chief Financial Officer and Chief Risk Officer, have day-to-day responsibility for the Fund’s investment portfolio. As of June 30, 2026, Mr. Chi and Mr. Hennigan also manage registered investment companies, other pooled investment vehicles and other accounts, as indicated below.

The following table sets forth the members of the Private Credit Investment Committee. No member of the Private Credit Investment Committee is employed by the Fund and no member receives compensation from the Fund in connection with his or her Private Credit Investment Committee or portfolio management activities.

 

Name				Position
Mark Jenkins				Partner, Co-President, Head of Carlyle Global Credit & Insurance
Alex Popov				Partner, Head of Opportunistic Credit
Alex Chi				Partner, Deputy Chief Investment Officer of Global Credit and Head of U.S. Direct Lending; Chief Executive Officer of the Fund and Successor Fund
Bruce Rosenblum				Partner, Chair of Carlyle Conflicts and Allocations Committees
Lauren Basmadjian				Partner, Global Head of Liquid Credit
Taj Sidhu(1)				Partner, Head of European & Asian Private Credit
Brian Marcus				Partner, Head of Cross Platform Investing for Global Credit

 

(1)	Non-voting member

For biographical information of Mr. Chi and Mr. Hennigan see above “—Management of the Fund and Successor Fund”. The biographical information of the members of the Private Credit Investment Committee, excluding Mr. Chi, is set forth below.

Mark Jenkins is the Co-President and Head of Global Credit & Insurance. He is based in New York. He is also a member of Carlyle’s Leadership Committee. Prior to joining Carlyle, Mr. Jenkins was a Senior Managing

 

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Director at Canada Pension Plan Investment Board (“CPPIB”) and responsible for leading CPPIB’s Global Private Investment Group with approximately CAD$56 billion of AUM. He was Chair of the Credit Investment Committee, Chair of the Private Investments Committee and also managed the portfolio value creation group. While at CPPIB, Mr. Jenkins founded CPPIB Credit Investments, which is a multi-strategy platform making direct principal credit investments. He also led CPPIB’s acquisition and oversight of Antares Capital and the subsequent expansion in middle-market lending. Prior to CPPIB he was Managing Director, Co-Head of Leveraged Finance Origination and Execution for Barclays Capital in New York. Before Barclays, Mr. Jenkins worked for 11 years at Goldman Sachs & Co. in senior positions within the Fixed Income and Financing Groups in New York. Mr. Jenkins earned a Bachelor of Commerce degree from Queen’s University. He served on the boards of Wilton Re, Teine Energy, Antares Capital and Merchant Capital Solutions.

Alex Popov is Head of Opportunistic Credit. Prior to joining Carlyle, Mr. Popov was a Managing Director at HPS Investment Partners (f/k/a 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’ firm-wide Credit Committee. Mr. Popov founded and led the firm’s real estate credit platform. Before joining HPS, 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 (DLJ). Mr. Popov received his undergraduate degree from Cornell University and his MBA from NYU Stern School of Business.

Bruce Rosenblum is the Chair of Carlyle Conflicts and Allocations Committees and is based in Washington, DC. From 2000 through 2008, Mr. Rosenblum was an investment professional in the U.S. Buyout group, focusing on the telecommunications and media sectors. In 2008, he joined Carlyle’s Executive Group, where he has been involved in various aspects of the firm’s operations, including corporate finance, strategic transactions, risk management and conflicts resolution. From 2011 to 2021 he served as the firm’s Chief Risk Officer. Prior to joining Carlyle in 2000, Mr. Rosenblum was a Partner and Executive Committee member at the law firm of Latham & Watkins, where he practiced for 18 years, specializing in mergers and acquisitions and corporate finance. Before joining Latham, Mr. Rosenblum served as a law clerk to Chief Justice Warren E. Burger on the U.S. Supreme Court. Mr. Rosenblum is a graduate of Yale University and received his JD from Columbia Law School

Lauren Basmadjian is the Global Head of Carlyle Liquid Credit, where she is a Portfolio Manager focused on Leveraged Loans and Structured Credit. She is based in New York and sits on the Investment Committees for all of Carlyle’s U.S. Loan and CLO investing activities. Ms. Basmadjian joined Carlyle in 2020 after 19 years at Octagon Credit Investors, where she was a Senior Portfolio Manager and member of the Investment Committee. Prior to becoming a Portfolio Manager, Ms. Basmadjian managed Octagon’s workout efforts and oversaw the leisure & entertainment, retail, consumer products, business services, food & beverage, and technology industries. Before joining Octagon, Ms. Basmadjian worked in the Acquisition Finance Group at Chase Securities, Inc. She graduated Cum Laude from the Stern School of Business at New York University with a B.S. in Finance and Economics.

Taj Sidhu is Head of European & Asian Private Credit, based in London. Prior to joining Carlyle, Mr. Sidhu was a Managing Director and Head of European Private Credit for Oz Management (Och-Ziff) where he worked for almost 14 years. Mr. Sidhu led Private Credit in Europe, was a member of Oz Management’s Global Commitments Committee, European Institutional Credit Strategies Investment Committee and European Executive Committee. Mr. Sidhu joined Oz Management in 2004 and during his tenure, he was involved in a broad spectrum of the firm’s investment strategies. Prior to joining Oz Management, Mr. Sidhu was an Investment Banking Associate at Merrill Lynch in the Financial Sponsors and Leveraged Finance Groups. Mr. Sidhu has a BS in Mathematics from the University of Warwick Mathematics Institute.

Brian Marcus is Head of Cross Platform Investing for Global Credit. He is a portfolio manager for a number of credit vehicles, including Carlyle Tactical Private Credit Fund (“CTAC”). He is based in New York. Prior to joining Carlyle, Mr. Marcus was with Morgan Stanley, where he focused on principal investments on

 

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behalf of the firm. Previously, Mr. Marcus worked at Lehman Brothers in the Mergers and Acquisitions group, where he concentrated on the media and telecommunications industries. Mr. Marcus received a BS in economics from The Wharton School at the University of Pennsylvania. Mr. Marcus currently maintains Series 7, 55 and 63 licenses.

The table below shows the dollar range of shares of common stock beneficially owned by the Fund’s portfolio managers as of June 30, 2026.

 

Name		Aggregate Dollar Range of Equity Securities in The Fund(1)
Mark Jenkins		$500,001– $1,000,000
Alex Popov		none
Alex Chi		none
Bruce Rosenblum		over $1,000,000
Lauren Basmadjian		none
Taj Sidhu		none
Brian Marcus		none
Thomas Hennigan		$100,001–$500,000

(1)	Dollar ranges are as follows: none, $1–$10,000, $10,001–$50,000, $50,001–$100,000, $100,001–$500,000, $500,001–$1,000,000 or over $1,000,000.

The Private Credit Investment Committee members were also primarily responsible for the day-to-day management of the portfolio of certain registered investment companies, other pooled investment vehicles and other accounts, as indicated below. As of June 30, 2026, Alex Chi and Thomas Hennigan also manage registered investment companies, other pooled investment vehicles and other accounts, as indicated below.

 

Name				Number of Accounts				Assets of Accounts (in billions)				Number of Accounts Subject to a Performance Fee				Assets Subject to a Performance Fee (in billions)
Alex Chi		Registered Investment Companies			1				2.4				1				2.4
		Other Pooled Investment Vehicles			—				—				—				—
		Other Accounts			18				7.3				1				1.4
Thomas Hennigan		Registered Investment Companies			1				2.4				1				2.4
		Other Pooled Investment Vehicles			3				12.1				3				12.1
		Other Accounts			18				7.3				1				1.4

INVESTMENT MANAGEMENT AGREEMENT

Carlyle Global Credit Investment Management L.L.C. (“CGCIM” or the “Adviser”), a Delaware limited liability company, acts as the investment adviser to the Fund and the Successor Fund. The Adviser’s principal business address is One Vanderbilt Avenue, Suite 3400, New York, NY 10017.

The Fund

The Adviser provides investment advisory services to the Fund pursuant to the terms of the Amended and Restated Investment Advisory Agreement, dated as of January 21, 2022, between the Adviser and the Fund (the “Fund Advisory Agreement”). The Fund Advisory Agreement had an initial term of two years from its effective date and will continue in effect from year to year thereafter if such continuance is approved annually by (i) the Board of Directors or by a vote of a majority of the outstanding voting securities of the Fund and (ii) a majority

 

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of the Independent Directors, in each case in accordance with the requirements of the 1940 Act. The Fund Advisory Agreement may be terminated at any time, without payment of any penalty, upon 60 days’ written notice by the vote of a majority of the outstanding voting securities of the Fund, by the Board of Directors or by the Adviser, and will terminate automatically in the event of its assignment (as defined in the 1940 Act).

Subject to the supervision of the Board of Directors, the Adviser manages the investment and reinvestment of the Fund’s assets in accordance with the Fund’s investment objective, policies and restrictions. Among other responsibilities, the Adviser determines the composition of the Fund’s portfolio, identifies, evaluates, structures and negotiates investments, monitors portfolio investments, determines the securities and other assets to be purchased, retained or sold, performs due diligence on prospective portfolio companies, assists with the valuation of the Fund’s assets, arranges financings on behalf of the Fund when appropriate and provides such other investment advisory, research and related services as may be required. The Adviser has the authority to effectuate the Fund’s investment decisions, including the execution and delivery of documents relating to the Fund’s investments and the placement of purchase and sale orders on behalf of the Fund. The services of the Adviser are not exclusive, and the Adviser may provide similar services to other clients and engage in other business activities, subject to the terms of the Fund Advisory Agreement.

Compensation of the Adviser

Pursuant to the Fund Advisory Agreement, the Fund pays the Adviser a management fee and an incentive fee. The management fee is calculated at an annual rate of 1.00% of the sum of (i) the value of the Fund’s net assets as of the end of the immediately preceding calendar quarter plus (ii) the aggregate amount of capital drawn from stockholders (or reinvested in the Fund pursuant to the Fund’s dividend reinvestment plan) during the current calendar quarter minus (iii) the aggregate amount of distributions made by the Fund during the current calendar quarter (but, with respect to distributions, only to the extent such distributions were not declared and accounted for on the books and records of the Fund in a previous quarter). The management fee is payable quarterly in arrears. The incentive fee consists of two components that are largely independent of each other and may result in incentive fees being earned and paid on income or on capital gains.

The incentive fee consists of 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 (5.0% 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 end of each calendar year, 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 is payable to the Adviser unless cumulative total return exceeded a 7.0% annual return on weighted average cumulative capital called less cumulative distributions categorized as returned capital.

The following table describes the base management fees and incentive fees accrued under the Fund Advisory Agreement during the years ended December 31, 2025, 2024, and 2023 (dollar amounts in the table below are presented in thousands):

 

		Year Ended December 31,
		2025				2024				2023
Base management fees		$	15,255			$	11,520			$	10,864
Incentive fees		$	20,889			$	18,801			$	19,941
Total base management fees and incentive fees		$	36,144			$	30,321			$	30,805

Accrued capital gains incentive fees are based upon the cumulative net realized and unrealized appreciation (depreciation) from inception. Accordingly, the accrual for any capital gains incentive fee under U.S. GAAP in a

 

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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. For the years ended December 31, 2025, 2024 and 2023, there were no accrued or realized capital gains incentive fees.

As of December 31, 2025 and 2024, $10,013,000 and $8,738,000 respectively, were included in management and incentive fees payable in the Consolidated Statements of Assets and Liabilities included in Part II of the Fund’s Annual Report on Form 10-K (File No. 814-01248) for the fiscal year ended December 31, 2025.

Administrative Services

The Fund has entered into a separate administration agreement (the “Fund Administration Agreement”), dated as of April 18, 2017, with Carlyle Global Credit Administration L.L.C. (the “Administrator”), an affiliate of the Adviser. Unless terminated earlier, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board of Directors or by a majority vote of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Fund’s Independent Trustees. 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.

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 Fund’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including the Fund’s allocable portion of the compensation paid to or compensatory distributions received by the Fund’s officers (including the Chief Financial Officer and Chief Compliance Officer) and their respective staffs who provide services to the Fund, operations personnel who provide services to the Fund and any internal audit personnel, to the extent internal audit performs a role in the Fund’s internal control assessment under the Sarbanes-Oxley Act of 2002, as amended. For the years ended December 31, 2025, 2024 and 2023, the Fund incurred $1,680,000, $1,791,000 and $1,426,000, respectively, in fees under the Administration Agreement.

Sub-Administrative Services

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”).

Unless terminated earlier, the State Street Sub-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 of Directors or by a majority vote of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Fund’s Independent Trustees.

Pursuant to the State Street Sub-Administration Agreement, State Street Bank and Trust Company provides sub-administrative services in connection with the administration of the Fund.

For the years ended December 31, 2025, 2024 and 2023, the Fund incurred $1,048,000, $840,000 and $795,000, respectively, in fees under the State Street Sub-Administration Agreement.

 

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The Successor Fund

The Adviser will provide investment advisory services to the Successor Fund pursuant to the terms of an Investment Advisory Agreement (the “Successor Fund Investment Advisory Agreement”) on substantially the same terms as the Fund Investment Advisory Agreement. The Successor Fund Investment Advisory Agreement will have an initial term expiring two years after the date of its execution, and may be continued in effect from year to year thereafter subject to the approval thereof by (1) the Board of Trustees or (2) vote of a majority (as defined by the 1940 Act) of the outstanding voting securities of the Successor Fund; provided that in either event the continuance must also be approved by a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval.

The Successor Fund Investment Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Successor Fund, by the vote of the Board of Trustees or by the Adviser, and will terminate automatically upon its assignment (as defined in the 1940 Act and the rules thereunder). The Successor Fund Investment Advisory Agreement is expected to provide for the payment by the Successor Fund of a management fee and an incentive fee to the Adviser on substantially the same terms as the Fund Advisory Agreement, including a management fee calculated at an annual rate of 1.00% of the Successor Fund’s net assets (calculated on a basis substantially similar to that described above with respect to the Fund) and an incentive fee consisting of two components that are largely independent of each other and may result in incentive fees being earned and paid on income or on capital gains.

Pursuant to a separate administration agreement between the Successor Fund and the Administrator (the “Successor Fund Administration Agreement”) on substantially the same terms as the Fund Administration Agreement, the Administrator will provide services and receive reimbursements equal to an amount that reimburses the Administrator for its costs and expenses and the Successor Fund’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Successor Fund Administration Agreement. Such reimbursements are expected to include the Successor Fund’s allocable portion of the compensation paid to or compensatory distributions received by the Successor Fund’s officers (including the Chief Financial Officer and Chief Compliance Officer) and their respective staffs who provide services to the Successor Fund, operations personnel who provide services to the Successor Fund and any internal audit personnel, to the extent internal audit performs a role in the Successor Fund’s internal control assessment under the Sarbanes-Oxley Act of 2002, as amended.

The Successor Fund will reimburse the Administrator for its actual costs incurred in providing these administrative services on substantially the same basis as the Fund.

Pursuant to a separate sub-administration agreement between the Administrator and Carlyle Employee Co. relating to the Successor Fund (the “Successor Fund Carlyle Sub-Administration Agreement”) on substantially the same terms as the Carlyle Sub-Administration Agreement, Carlyle Employee Co. will provide the Administrator with access to personnel in connection with the administration of the Successor Fund.

In addition, pursuant to a sub-administration arrangement between the Administrator and State Street Bank and Trust Company on substantially the same terms as the State Street Sub-Administration Agreement, State Street will provide sub-administrative services in connection with the administration of the Successor Fund.

Allocation of Investment Opportunities and Potential Conflicts of Interest

The Investment Adviser, its investment professionals, the Fund’s executive officers and directors, and other current and future principals of the Investment Adviser serve or may serve as investment advisers, officers, directors or principals of entities or investment funds that operate in the same line of business as the Fund or a related line of business and/or investment funds, accounts and other similar arrangements advised by Carlyle.

 

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An affiliated investment fund, account or other similar arrangement currently formed or formed in the future and managed by the Investment Adviser or its affiliates may have overlapping investment objectives and strategies with those of the Fund and, accordingly, may invest in asset classes similar to those targeted by the Fund. This creates potential conflicts in allocating investment opportunities among the Fund and such other investment funds, accounts and similar arrangements, particularly in circumstances where the availability or liquidity of such investment opportunities is limited or where co-investments by the Fund and other funds, accounts or similar arrangements are not permitted under applicable law, as discussed below.

For example, Carlyle sponsors several investment funds, accounts and other similar arrangements, including, without limitation, structured credit funds, closed-end registered investment companies, BDCs, carry funds and managed accounts, and it may sponsor others in the future. The SEC has granted the Fund exemptive relief that permits the Fund and certain of its affiliates to co-invest in suitable negotiated investments (the “Exemptive Relief”). If Carlyle is presented with investment opportunities that generally fall within the Fund’s investment objective and other Board-established criteria and those of other Carlyle funds, accounts or other similar arrangements (including other existing and future affiliated BDCs), whether focused on a debt strategy or otherwise, Carlyle allocates such opportunities among the Fund and such other Carlyle funds, accounts or other similar arrangements in a manner consistent with the Exemptive Relief, the Investment Adviser’s allocation policies and procedures and Carlyle’s other allocation policies and procedures, where applicable. More specifically, investment opportunities in suitable negotiated investments for investment funds, accounts and other similar arrangements managed by the Investment Adviser, and other funds, accounts or similar arrangements managed by affiliated investment advisers that seek to co-invest with the Fund or other Carlyle BDCs, are allocated in accordance with the Exemptive Relief. Investment opportunities for all other investment funds, accounts and other similar arrangements not managed by the Investment Adviser are allocated in accordance with their respective investment advisers’ and Carlyle’s other allocation policies and procedures. Such policies and procedures may result in certain investment opportunities that are attractive to the Fund being allocated to other funds that are not managed by the Investment Adviser. Carlyle’s, including the Investment Adviser’s, allocation policies and procedures are designed to allocate investment opportunities fairly and equitably among its clients over time, taking into account a variety of factors, which may include the sourcing of the transaction, the nature of the investment focus of each such other Carlyle fund, account or similar arrangement, each fund’s, account’s or similar arrangement’s desired level of investment, the relative amounts of capital available for investment, the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals, any requirements contained in the limited partnership agreements and other governing agreements of the Carlyle funds, accounts or other similar arrangements and other considerations deemed relevant by Carlyle in good faith, including suitability considerations and reputational matters. The application of these considerations may cause differences in the performance of different Carlyle funds, accounts and similar arrangements that have similar strategies.

Because the Fund is a BDC, the Fund is not generally permitted to make loans to companies controlled by Carlyle or other funds managed by Carlyle. The Fund is also not permitted to make any co-investments with clients of the Investment Adviser or its affiliates (including any fund managed by Carlyle) without complying with the Exemptive Relief, subject to certain exceptions, including with respect to downstream affiliates. Co-investments made under the Exemptive Relief are subject to compliance with the conditions and other requirements contained in the Exemptive Relief, which could limit the Fund’s ability to participate in a co-investment transaction. The Fund may also co-invest with funds managed by Carlyle or any of its downstream affiliates, subject to compliance with applicable laws and regulations, existing regulatory guidance and the Investment Adviser’s and Carlyle’s other allocation policies and procedures.

While Carlyle and the Investment Adviser seek to implement their respective allocation processes in a fair and equitable manner under the particular circumstances, there can be no assurance that such processes will result in equivalent allocation of or participation in investment opportunities or equivalent performance of investments allocated to the Fund as compared to other entities. In some cases, due to information barriers that are in place, the Fund and other Carlyle investment funds, accounts or similar arrangements may compete with

 

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each other for specific investment opportunities without being aware that they are competing with each other. Carlyle has a conflict system in place above these information barriers to identify potential conflicts early in the process and determine whether an allocation decision needs to be made or whether an investment is precluded. If the conflict system detects a potential conflict, Carlyle’s legal and compliance departments assess investment opportunities to determine whether a particular investment opportunity is required to be allocated to a particular investment fund, account or similar arrangement (including the Fund) or is prohibited from being allocated to a particular investment fund, account or similar arrangement. Subject to a determination by the legal and compliance departments, portfolio management teams and, as applicable, the Investment Adviser’s allocation committees are then charged with ensuring that investment opportunities are allocated to the appropriate investment fund, account or similar arrangement in accordance with the Investment Adviser’s allocation policies and procedures. In addition, in some cases Carlyle and the Investment Adviser may make investment recommendations to investment funds, accounts and other similar arrangements where such investment funds, accounts and other similar arrangements make the investment independently of Carlyle and the Investment Adviser. As a result, there are circumstances where investments appropriate for the Fund are instead allocated, in whole or in part, to such other investment funds, accounts or similar arrangements irrespective of the Investment Adviser’s and Carlyle’s other policies and procedures regarding allocation of investments. Where Carlyle otherwise has discretion to allocate investment opportunities among various funds, accounts and similar arrangements, Carlyle may determine to allocate such investment opportunities away from the Fund.

During periods of unusual market conditions, the Investment Adviser may deviate from its normal trade allocation practices. For example, this may occur with respect to the management of unlevered and/or long-only investment funds, accounts or similar arrangements that are typically managed on a side-by-side basis with levered and/or long-short investment funds, accounts or similar arrangements.

Following the Reorganization, substantially similar actual and potential conflicts of interest will apply to the Successor Fund, the Investment Adviser and their respective affiliates.

Expenses

The Adviser bears all of its own costs incurred in providing investment advisory services to the Funds. As described below, however, the Funds bear all other expenses incurred in their respective business, including amounts that the Funds reimburse to the Administrator for certain administrative services that the Administrator provides or arranges at its expense to be provided to the Fund pursuant to the Fund Administration Agreement or the Successor Fund pursuant to the Successor Fund Administration Agreement.

The Successor Fund will bear substantially the same expenses as borne by the Fund. These include:

 

•

organization expenses and initial offering costs incurred prior to the filing of the Fund’s election to be treated as a business development company;

 

•

costs associated with any offerings of the Fund’s common shares and other securities;

 

•

costs of calculating the Fund’s net asset value, including the costs and expenses of any independent valuation firms;

 

•

expenses, including travel expenses, incurred by the Adviser, members of the investment team or payable to third parties in performing due diligence on prospective portfolio companies and, if necessary, expenses of enforcing the Fund’s rights;

 

•

management fees and incentive fees payable to the Adviser;

 

•

certain costs and expenses relating to distributions paid on the Fund’s shares;

 

•

administration fees payable under the Fund Administration Agreement and any sub-administration agreements, including related expenses;

 

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•

debt service and other costs of borrowings or other financing arrangements;

 

•

allocated costs incurred by the Adviser in providing managerial assistance to portfolio companies that request such assistance;

 

•

amounts payable to third parties relating to, or associated with, making or holding investments;

 

•

costs associated with subscriptions to data services, research-related subscriptions and expenses, and quotation equipment and services used in making or holding investments;

 

•

transfer agent and custodial fees;

 

•

costs of hedging;

 

•

commissions and other compensation payable to brokers or dealers;

 

•

federal and state registration fees;

 

•

federal, state and local taxes, including any excise taxes;

 

•

fees and expenses of Independent Directors and Trustees;

 

•

costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of Sarbanes-Oxley compliance and attestation, costs of filing reports and other documents with the SEC and other regulatory authorities, other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of such materials;

 

•

costs of reports, proxy statements and other notices to shareholders (including printing and mailing costs), costs of shareholder meetings and compensation of investor relations personnel responsible for the preparation of such materials and related matters;

 

•

costs of specialty and custom software for monitoring risk, compliance and the investment portfolio, including development costs;

 

•

fidelity bond expenses;

 

•

trustees’ and officers’ errors and omissions liability insurance and other insurance premiums;

 

•

indemnification payments;

 

•

direct fees and expenses associated with independent audits, agency, consulting and legal services; and

 

•

all other expenses incurred by the Fund or the Administrator in connection with administering the Fund’s business, including amounts reimbursable to the Administrator for its costs and expenses and the Fund’s allocable portion of overhead incurred in performing its obligations under the Fund Administration Agreement, including compensation and related expenses of personnel providing services to the Fund, operations personnel and internal audit personnel to the extent internal audit performs a role in the Fund’s Sarbanes-Oxley internal control assessment.

Except as otherwise described in the Joint Proxy Statement/Prospectus, the Funds will reimburse the Adviser and the Administrator for any of the above expenses that the Adviser or the Administrator pays on the Funds’ behalf, including administrative expenses incurred on the Funds’ behalf.

 

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BUSINESS OF THE FUND

The information in “Item 1. Business” and “Item 3. Legal Proceedings” in Part I of the Fund’s Annual Report on Form 10-K (File No. 814-01248) for the fiscal year ended December 31, 2025 and the information in “Item 1. Legal Proceedings” in Part II of the Fund’s Quarterly Report on Form 10-Q (File No.  814-01248) for the fiscal quarter ended June 30, 2026 is incorporated herein by reference.

FINANCIAL HIGHLIGHTS OF THE FUND

The information in “Item 8. Financial Statements and Supplementary Data — Note 10 — Consolidated Financial Highlights” in Part II of the Fund’s Annual Report on Form 10-K (File No. 814-01248) for the fiscal year ended December 31, 2025 and the information in “Item 1. Financial Statements — Note 10 — Consolidated Financial Highlights” in Part I of the Fund’s Quarterly Report on Form 10-Q (File No.  814-01248) for the fiscal quarter ended June 30, 2026 is incorporated herein by reference.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE FUND

The information in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of the Fund’s Annual Report on Form 10-K (File No. 814-01248) for the fiscal year ended December 31, 2025 and the information in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I of the Fund’s Quarterly Report on Form 10-Q (File No.  814-01248) for the fiscal quarter ended June 30, 2026 is incorporated herein by reference.

PORTFOLIO COMPANIES OF THE FUND

The following table sets forth certain information as of June 30, 2026 for each portfolio company in which the Fund had a debt or equity investment. The Fund’s only formal relationships with its portfolio companies are the managerial assistance ancillary to the Fund’s investments and the board observation or participation rights the Fund may receive. As defined by the 1940 Act, the Fund “controls” none of its portfolio companies, and is considered an “affiliate” of two of its portfolio companies. In general, under the 1940 Act, the Fund would be presumed to “control” a portfolio company if the Fund owned more than 25% of its voting securities and would be an “affiliate” of a portfolio company if the Fund owned more than 5% of its outstanding voting securities.

Upon completion of the Reorganization, the portfolio companies of the Fund will be portfolio companies of the Successor Fund.

 

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Dollar amounts in thousands.

 

Name

Address

Industry

Type

Reference Rate

Spread

Maturity Date

Par/ Principal Amount

Amortized Cost

Fair Value

% of Class Held

1251 Insurance Distribution Platform Payco, LP

9 Newbury Street, Floor 5, Boston, MA 02116

Diversified Financial Services

First Lien Debt

SOFR

4.50%

3/31/2031

21,619

21,430

21,458

AAH Topco., LLC

800 Westchester Ave, Rye Brook, NY 10573

Healthcare & Pharmaceuticals

First Lien Debt

SOFR

5.00%

12/31/2027

4,962

4,899

4,916

AArete Investment, LLC

200 West Randolph Street, Suite 3010, Chicago, IL 60601

Healthcare & Pharmaceuticals

First Lien Debt

SOFR

4.25%

6/5/2031

6,575

6,448

6,559

Accelya Lux FinCo S.Á.R.L. (Luxembourg)(2)

Avinguda Diagonal 567 3rd floor Barcelona Spain

Transportation: Consumer

First Lien Debt

SOFR

5.25%

10/3/2032

14,925

14,648

13,246

Addev Group (France)(2)

30 quai Perrache, 69002 Lyon, France

Aerospace & Defense

First Lien Debt

EURIBOR

5.50%

10/28/2032

€ 37

43

41

Addev Group (France)(2)

30 quai Perrache, 69002 Lyon, France

Aerospace & Defense

First Lien Debt

SOFR

5.50%

10/28/2032

258

253

254

Addev Group (France)(2)

30 quai Perrache, 69002 Lyon, France

Aerospace & Defense

First Lien Debt

SONIA

5.50%

10/28/2032

£ 96

131

126

ADPD Holdings, LLC

5217 Raeford Road Suite 103 Fayetville NC 28304

Consumer Services

First Lien Debt

SOFR

1.00%, 5.00% PIK

8/16/2028

25,747

25,432

21,621

Advanced Infusion Solutions Acquisition, LLC

18451 Dallas Parkway Suite 150 Dallas, TX 75287 Dallas TX

Healthcare & Pharmaceuticals

First Lien Debt

SOFR

5.00%

6/4/2032

15,260

14,910

14,906

Advanced Web Technologies Holding Company

600 Hoover Street North East Suite 500 Minneapolis MN 55413

Containers, Packaging & Glass

First Lien Debt

SOFR

4.25%, 2.25% PIK

12/17/2027

18,914

18,823

18,721

AGS Health BCP LLC

1015 18th St. NW, Suite 1101, Washington, DC 20036

Healthcare & Pharmaceuticals

First Lien Debt

SOFR

4.25%

7/31/2032

6,864

6,841

6,885

AI Grace AUS Bidco Pty LTD (Australia)(2)

Suite 1, Level 11, 66 Goulburn Street, Sydney, NSW 2000, Australia

Consumer Goods: Non-Durable

First Lien Debt

SOFR

5.25%

12/5/2029

2,286

2,242

2,281

Allied Benefit Systems Intermediate LLC

200 West Adams Street Suite 500 Chicago IL 60606

Healthcare & Pharmaceuticals

First Lien Debt

SOFR

5.00%

10/31/2030

19,364

19,250

19,337

Alpine Acquisition Corp II

3650 Mansell Road Suite 100 Alpharetta GA 30022

Transportation: Cargo

First Lien Debt

SOFR

4.75%

1/14/2031

—

—

—

Alpine Acquisition Corp II

3650 Mansell Road Suite 100 Alpharetta GA 30022

Transportation: Cargo

First Lien Debt

SOFR

5.00%

1/14/2031

2,032

2,032

2,032

Alpine Acquisition Corp II

3650 Mansell Road Suite 100 Alpharetta GA 30022

Transportation: Cargo

First Lien Debt

SOFR

5.25%

1/14/2031

2,609

2,609

2,609

AmpersCap LLC(2)

7701 Forsyth Blvd, 8th Floor, Clayton, MO 63105

Diversified Financial Services

First Lien Debt

SOFR

5.25%

12/17/2032

8,527

8,364

8,393

AP Plastics Acquisition Holdings, LLC

9280 Jefferson Street Streetsboro OH 44241

Chemicals, Plastics & Rubber

First Lien Debt

SOFR

4.75%

8/10/2030

23,697

23,671

23,226

Apex Companies Holdings, LLC

15850 Crabbs Branch Way, Ste 200 Rockville MD 20855

Environmental Industries

First Lien Debt

SOFR

5.00%

1/31/2030

21,370

21,039

21,208

API Holdings III LLC

400 Nickerson Road Malborough MA 1752

Aerospace & Defense

First Lien Debt

SOFR

5.50%

6/5/2033

13,493

13,321

13,320

Apollo Purchaser, Inc. (Canada)(2)

Unit 100 803 24 Avenue SE, Calgary, AB Canada T2G 1P5

Telecommunications

First Lien Debt

CORRA

5.00%

6/30/2033

C$ 4,845

3,356

3,356

Apollo Purchaser, Inc. (Canada)(2)

Unit 100 803 24 Avenue SE, Calgary, AB Canada T2G 1P5

Telecommunications

First Lien Debt

SOFR

5.00%

6/30/2033

3,411

3,377

3,377

Artifact Bidco, Inc.

3300 N. Triumph Blvd, Suite 800, Lehi, Utah 84043

Software

First Lien Debt

SOFR

4.15%

7/26/2031

704

697

704

 

-65-

Name

Address

Industry

Type

Reference Rate

Spread

Maturity Date

Par/ Principal Amount

Amortized Cost

Fair Value

% of Class Held

Ascend Buyer, LLC

1111 Busch Parkway Buffalo Grove IL 60089

Containers, Packaging & Glass

First Lien Debt

SOFR

5.25%

9/30/2028

13,665

13,545

13,608

Associations, Inc.

5401 North Central Expressway Suite 300 Dallas TX 75205

Construction & Building

First Lien Debt

SOFR

6.50%

7/2/2028

15,964

15,934

15,963

Athlete Buyer, LLC

5145 Industrial St #103, Maple Plain, Minnesota, 55359

Construction & Building

First Lien Debt

SOFR

6.00%

4/26/2029

4,635

4,571

3,775

Atlas US Finco, Inc.(2)

1850 Ashton Blvd, Ste 500, Lehi, UT 84043

High Tech Industries

First Lien Debt

SOFR

4.50%

12/9/2029

11,615

11,539

11,624

Auctane, Inc.

Austin TX

Transportation: Cargo

First Lien Debt

SOFR

5.75%

6/1/2033

25,000

24,629

24,625

Auditboard, Inc.

Los Angeles, CA, United States Cerritos CA 90623

Software

First Lien Debt

SOFR

5.00%

7/12/2031

8,857

8,781

8,662

Auditboard, Inc.

Los Angeles, CA, United States Cerritos CA 90623

Software

First Lien Debt

SOFR

5.00%

7/12/2031

2,571

2,554

2,521

Azurite Intermediate Holdings, Inc.

17200 Laguna Canyon Rd, Irvine, CA 92618

Software

First Lien Debt

SOFR

6.00%

3/19/2031

9,104

8,907

8,948

Bamboo Health Holdings, LLC

9901 Linn Station Road Suite 500 Louisville KY 40223

Healthcare & Pharmaceuticals

First Lien Debt

SOFR

4.75%

5/6/2028

28,361

28,237

28,286

Barnes & Noble, Inc.

Post Office Box 111 Lyndhurst NJ 7071

Retail

First Lien Debt

SOFR

7.16%

5/7/2030

15,795

15,501

15,399

BCTO Bobsled Purchaser, Inc.

Dedham MA

Healthcare & Pharmaceuticals

First Lien Debt

SOFR

4.75%

1/16/2033

23,162

22,926

22,934

Bianalisi S.p.A. (Italy)(2)

Via San Rocco no. 42, 20851 Lissone (MB), Italy

Healthcare & Pharmaceuticals

First Lien Debt

EURIBOR

6.00%

2/26/2032

€ 17,373

18,477

19,652

Big Bus Tours Group Limited (United Kingdom)(2)

110 Buckingham Palace Road, 4th Floor, London, SW1W 9SA, United Kingdom

Leisure Products & Services

First Lien Debt

EURIBOR

8.10%, 0.50% PIK

6/4/2031

€ 3,475

3,710

3,742

Big Bus Tours Group Limited (United Kingdom)(2)

110 Buckingham Palace Road, 4th Floor, London, SW1W 9SA, United Kingdom

Leisure Products & Services

First Lien Debt

EURIBOR

8.10%, 0.50% PIK

6/4/2031

€ 238

276

256

Big Bus Tours Group Limited (United Kingdom)(2)

110 Buckingham Palace Road, 4th Floor, London, SW1W 9SA, United Kingdom

Leisure Products & Services

First Lien Debt

SOFR

8.10%, 0.50% PIK

6/4/2031

310

298

269

Big Bus Tours Group Limited (United Kingdom)(2)

110 Buckingham Palace Road, 4th Floor, London, SW1W 9SA, United Kingdom

Leisure Products & Services

First Lien Debt

SOFR

8.10%, 0.50% PIK

6/4/2031

5,618

5,505

5,267

Bingo Group Buyer, Inc.

Richmond, Texas, United States Richmond TX 77469

Environmental Industries

First Lien Debt

SOFR

4.75%

7/10/2031

6,405

6,320

6,311

Birsa S.p.A. (Italy)(2)

Viale Achille Papa, 30, Milan, Italy

Healthcare & Pharmaceuticals

First Lien Debt

EURIBOR

5.50%

6/30/2031

€ 4,124

4,664

4,630

Bitnova Midco S.p.A. (Italy)(2)

Via Bazzanese 32/7 40033 Casalecchio di Reno (BO) - Italy Bologna Italy

High Tech Industries

First Lien Debt

EURIBOR

5.50%

2/19/2033

€ 6,521

7,527

7,321

Bitnova Midco S.p.A. (Italy)(2)

Via Bazzanese 32/7 40033 Casalecchio di Reno (BO) - Italy Bologna Italy

High Tech Industries

First Lien Debt

EURIBOR

5.50%

2/19/2033

€ —

(39

)

(36

)

BlueCat Networks, Inc. (Canada)(2)

4100 Yonge Street 3rd Floor Toronto, Ontario M2P 2B5 Canada

High Tech Industries

First Lien Debt

SOFR

5.50%

8/8/2028

26,281

26,063

25,837

BMS Holdings III Corp.

5718 Airport Freeway Haltom City TX 76117

Construction & Building

First Lien Debt

SOFR

2.75%, 3.25% PIK

3/31/2028

28,378

28,346

26,042

Businessolver.com, Inc.

1025 Ashworth Road Suite 101 West Des Moines IA 50265

Business Services

First Lien Debt

SOFR

4.50%

12/3/2032

18,867

18,760

18,557

 

-66-

Name

Address

Industry

Type

Reference Rate

Spread

Maturity Date

Par/ Principal Amount

Amortized Cost

Fair Value

% of Class Held

Calabrio, Inc.

241 North 5th Avenue, Suite 1200, Minneapolis, MN 5540

Telecommunications

First Lien Debt

SOFR

4.00%

11/26/2032

10,000

9,532

7,708

Celerion Buyer, Inc.

621 Rose Street Lincoln NE 68502

Healthcare & Pharmaceuticals

First Lien Debt

SOFR

5.00%

5/8/2033

21,615

21,379

21,376

Chartwell Cumming Holding Corporation

151 West 42nd Street, 12th Floor, New York, NY 10036

Construction & Building

First Lien Debt

SOFR

4.75%

6/16/2033

2,780

2,664

2,664

CircusTrix Holdings, LLC

Post Office Box 302 Provo UT 84603

Leisure Products & Services

First Lien Debt

SOFR

6.75%

7/14/2028

9,750

9,636

9,184

Cliffwater LLC(2)

477 Madison Avenue, 16th Floor, New York, NY 10022

Diversified Financial Services

First Lien Debt

SOFR

4.50%

4/22/2032

36,078

35,736

35,885

CoreWeave Compute Acquisition Co. II, LLC

101 Eisenhower Pkwy Ste 106 Roseland NJ 07068-1050 Roseland NJ 7068

High Tech Industries

First Lien Debt

SOFR

9.62%

7/30/2028

1,145

1,136

1,157

CoreWeave Compute Acquisition Co. IV, LLC

101 Eisenhower Pkwy Ste 106 Roseland NJ 07068-1050 Roseland NJ 7068

High Tech Industries

First Lien Debt

SOFR

6.00%

5/22/2029

12,559

12,429

12,432

Cority Software Inc. (Canada)(2)

250 Bloor Street East 9th Floor, Box 15 Toronto Ontario, M4W 1E6 Canada

Software

First Lien Debt

SOFR

4.50%

10/31/2032

44,792

44,560

44,542

Cornerstone Building Brands, Inc.

5020 Weston Parkway Cary NC 27513

Construction & Building

First Lien Debt

SOFR

5.63%

8/1/2028

7,490

7,402

4,269

Cornerstone Building Brands, Inc.

5020 Weston Parkway Cary NC 27513

Construction & Building

First Lien Debt

SOFR

4.50%

5/15/2031

2,351

2,287

1,195

Coupa Holdings, LLC

1855 South Grant Street San Mateo CA 94402

Software

First Lien Debt

SOFR

5.25%

2/28/2030

2,407

2,371

2,407

CST Holding Company

852 Nicholas Run Drive Great Falls VA 22066

Consumer Goods: Non-Durable

First Lien Debt

SOFR

5.00%

11/1/2028

2,405

2,369

2,401

Dance Midco S.a.r.l. (United Kingdom)(2)

7th Floor, 364-366 Kensington High Street, London, W14 8NS, United Kingdom

Media: Diversified & Production

First Lien Debt

EURIBOR

5.00%

10/25/2031

€ 12,648

13,445

14,334

DCA Buyer LLC

6240 Lake Osprey Drive Sarasota FL 34240

Healthcare & Pharmaceuticals

First Lien Debt

SOFR

4.25%, 2.25% PIK

6/2/2031

6,335

6,335

6,335

DCA Buyer LLC

6240 Lake Osprey Drive Sarasota FL 34240

Healthcare & Pharmaceuticals

First Lien Debt

SOFR

5.00%

6/2/2031

937

928

937

Deerfield Dakota Holding, LLC

One World Trade Center, 285 Fulton Street, 31st Floor, New York, NY 10007

Diversified Financial Services

First Lien Debt

SOFR

3.00%, 2.75% PIK

9/12/2032

46,358

45,947

45,357

Deerfield Dakota Holding, LLC

One World Trade Center, 285 Fulton Street, 31st Floor, New York, NY 10007

Diversified Financial Services

First Lien Debt

SOFR

5.25%

9/12/2032

1,567

1,529

1,475

Denali Intermediate Holdings, Inc.

5335 Gate Parkway, Jacksonville, FL 32256

Media: Broadcasting & Subscription

First Lien Debt

SOFR

5.50%

8/26/2032

14,559

14,417

14,445

Denali Midco 2, LLC

1830 N 95th Ave Suite #106 Phoenix AZ 85037

Consumer Services

First Lien Debt

SOFR

5.50%

12/22/2028

8,423

8,318

8,373

Diligent Corporation

111 West 33rd Street 16th Floor New York NY 10120

Telecommunications

First Lien Debt

SOFR

5.00%

8/4/2030

636

629

616

Divisions Holding Corporation

1 Riverfront Place Suite 500 Newport KY 41071

Business Services

First Lien Debt

SOFR

4.50%

4/17/2032

18,582

18,400

18,606

Dwyer Instruments, Inc.

Post Office Box 373 Michigan City IN 46360

Capital Equipment

First Lien Debt

SOFR

4.75%

7/21/2029

28,405

28,209

28,405

Einstein Parent, Inc.

500 108th Ave NE, #200, Bellevue, WA 98004, USA Bellevue WA 98004

Software

First Lien Debt

SOFR

5.25%

1/22/2031

30,371

29,834

29,028

Eliassen Group, LLC

55 Walkers Brook Drive 6th Floor Reading MA 1867

Business Services

First Lien Debt

SOFR

5.75%

4/14/2028

20,845

20,734

19,916

 

-67-

Name

Address

Industry

Type

Reference Rate

Spread

Maturity Date

Par/ Principal Amount

Amortized Cost

Fair Value

% of Class Held

Ellkay, LLC

200 Riverfront Boulevard Elmwood Park NJ 7407

Healthcare & Pharmaceuticals

First Lien Debt

SOFR

3.00%, 3.50% PIK

9/14/2030

35,660

35,361

34,207

Eltera Bidco AS (Norway)(2)

Tjuvholmen allé 19, 0252 Oslo, Norway

Business Services

First Lien Debt

NIBOR

5.00%

5/12/2033

NOK 61,361

6,550

6,072

Embark Intermediate Holdings, LLC

333 1st Ave, Dallas, TX 75226

Business Services

First Lien Debt

SOFR

4.50%

9/2/2032

9,233

9,126

9,126

Enkindle Limited (United Kingdom)(2)

Peveril Square in Douglas, Isle of Man (IM99 1RZ)

Diversified Financial Services

First Lien Debt

SONIA

3.85%, 4.20% PIK

4/16/2031

£ 1,583

1,904

2,026

Enkindle Limited (United Kingdom)(2)

Peveril Square in Douglas, Isle of Man (IM99 1RZ)

Diversified Financial Services

First Lien Debt

SONIA

3.85%, 4.20% PIK

4/16/2031

£ 4,220

5,445

5,472

Enverus, Inc.

2901 Vía Fortuna Suite 200 Austin TX 78746

Energy: Oil & Gas

First Lien Debt

SOFR

4.50%

12/18/2032

13,061

13,002

12,934

Espresso Bidco Inc.

Four Embarcadero Center, Suite 3200, San Francisco, CA 94111

Software

First Lien Debt

SOFR

2.63%, 3.13% PIK

3/25/2032

20,071

19,795

19,767

Essential Services Holding Corporation

3416 Robards Ct., Louisville, KY 40218

Consumer Services

First Lien Debt

SOFR

2.88%, 2.88% PIK

6/17/2031

762

756

755

Essential Services Holding Corporation

139 S. English Station Road, Suite 250, Louisville, KY 40245

Consumer Services

First Lien Debt

SOFR

5.25%

6/17/2031

41

40

40

Ethos Bidco, Ltd. (United Kingdom)(2)

Duo, Level 6, 280 Bishopsgate, London, EC2M 4RB, United Kingdom

Healthcare & Pharmaceuticals

First Lien Debt

SONIA

5.25%

3/12/2033

£

7,033

9,301

9,189

Excel Fitness Holdings, Inc.

1901 West Braker Lane Austin TX 78758

Leisure Products & Services

First Lien Debt

SOFR

4.75%

4/29/2030

—

(6

)

(19

)

Excel Fitness Holdings, Inc.

1901 West Braker Lane Austin TX 78758

Leisure Products & Services

First Lien Debt

SOFR

4.75%

4/29/2030

8,838

8,779

8,647

Excelitas Technologies Corp.

200 West Street 4th Floor East Waltham MA 2451

Capital Equipment

First Lien Debt

EURIBOR

5.25%

8/12/2029

€ 3,164

3,287

3,609

Excelitas Technologies Corp.

200 West Street 4th Floor East Waltham MA 2451

Capital Equipment

First Lien Debt

SOFR

5.25%

8/12/2029

6,097

6,042

6,086

Flexera Software LLC

300 Park Blvd, Suite 400, Itasca, IL 60143-2635, United States

Software

First Lien Debt

EURIBOR

4.50%

8/15/2032

€ 5,247

6,128

5,861

Flexera Software LLC

300 Park Blvd, Suite 400, Itasca, IL 60143-2635, United States

Software

First Lien Debt

SOFR

4.50%

8/15/2032

22,421

22,367

21,820

FPG Intermediate Holdco, LLC

4901 Vineland Road Suite 300 Orlando FL 32811

Consumer Services

First Lien Debt

SOFR

5.00% (100% PIK)

6/30/2029

89

87

89

FPG Intermediate Holdco, LLC

4901 Vineland Road Suite 300 Orlando FL 32811

Consumer Services

First Lien Debt

SOFR

5.00% (100% PIK)

6/30/2029

171

171

171

Fullsteam Operations LLC

540 Devall Drive, Suite 301, Auburn, AL 36832, United States

High Tech Industries

First Lien Debt

SOFR

5.25%

8/8/2031

6,767

6,685

6,404

Generator US Buyer, Inc.(2)

6450 Kestrel Road, Mississauga, ON L5T 1Z7, Canada

Energy: Electricity

First Lien Debt

SOFR

4.50%

7/22/2030

1,655

1,635

1,630

GGG Midco, LLC

100 Colonial Center Parkway, Suite 140, Lake Mary, FL 32746, United States

Consumer Services

First Lien Debt

SOFR

4.75%

4/1/2033

18,439

18,166

18,167

GI DI Emerald Intermediate Limited (United Kingdom)(2)

27 Old Gloucester Street, London, WC1N 3AX, United Kingdom

Business Services

First Lien Debt

EURIBOR

4.75%

2/12/2033

€ 1,813

2,090

2,052

GI DI Emerald Intermediate Limited (United Kingdom)(2)

27 Old Gloucester Street, London, WC1N 3AX, United Kingdom

Business Services

First Lien Debt

SOFR

4.75%

2/12/2033

2,942

2,890

2,890

 

-68-