N-CSR 1 ctac_202012xn-csr.htm N-CSR Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number 811-23319

Carlyle Tactical Private Credit Fund
(Exact Name of Registrant as Specified In Its Charter)

One Vanderbilt Avenue, Suite 3400
New York, New York 10017
(Address of principal executive offices) (Zip Code)


Joshua Lefkowitz, Esq.
Chief Legal Officer, Carlyle Tactical Private Credit Fund
One Vanderbilt Avenue, Suite 3400
New York, New York 10017
(Name and address of agent for service)


Registrant’s telephone number, including area code: (833) 677-3646

Date of fiscal year end: December 31

Date of reporting period: December 31, 2020









Item 1. Reports to Stockholders










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CARLYLE TACTICAL PRIVATE CREDIT FUND
ANNUAL REPORT                            
DECEMBER 31, 2020




























Table of Contents

SectionPage
Year End 2020 Shareholder Letter
Top Holdings and Industries
Consolidated Statement of Investments
Consolidated Statement of Assets and Liabilities
Consolidated Statement of Operations
Consolidated Statements of Changes in Net Assets
Consolidated Statement of Cash Flows
Consolidated Financial Highlights
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Federal Income Tax Information
Portfolio Proxy Voting Policies and Procedures; Updates to Statements of Investments
Trustees and Officers
Privacy Notice

Performance
ClassTickerInception Date1-Year
Since Inception(1)
A ShareTAKAX6/4/20181.22%1.52%
A Share with 3.0% Sales LoadTAKAX6/4/2018(2.36)%0.14%
I ShareTAKIX9/4/20182.13%2.55%
L ShareTAKLX9/4/20181.42%1.90%
L Share with 3.5% Sales LoadTAKLX9/4/2018(2.16)%0.37%
M ShareTAKMX5/15/2020N/A19.75%
N ShareTAKNX4/18/20191.88%2.19%
Y ShareTAKYX9/4/20181.65%2.16%
(1) Since inception is an annualized total return.




We are pleased to present the Carlyle Tactical Private Credit Fund (the “Fund”) 2020 Annual Review.

YEAR END 2020 SHAREHOLDER LETTER
The Fund’s Class I shares returned 2.13% for the year ended December 31, 2020. The full-year dividend for Class A, I, L, Y, N, and M shares were $0.64, $0.70, $0.66, $0.68, $0.70, and $0.50, respectively. The weighted average total yield of the Fund’s portfolio at fair value was 7.7% and the annualized distribution rates1 for the various classes were: Class A (without sales charge) 7.4%, Class I 8.0%, Class L (without sales charge) 7.6%, Class Y 8.0%, Class N 8.0% and Class M 7.2%.
FUND REVIEW
In addition to the Class A, I, L and Y shares, which have been in operation since 2018, the Class N shares commenced operations on 2019, and the Class M shares commenced operations on May 15, 2020.
As of December 31, 2020, the Fund had $230 million of Net Assets and, by utilizing leverage, total assets (including cash and other assets) of $318 million. As a percentage of total assets, the Fund’s portfolio, consisted of 50.3% first-lien debt investments, 22.1% second-lien debt investments, 3.2% unsecured debt investments, 13.7% Structured Credit investments, 4.2% Corporate Bond investments and 1.2% unlisted equity (including preferred equity and warrants). These levels are in line with concentration limits disclosed to the Fund’s shareholders. Eighty-seven percent of the Fund’s debt investments were floating rate in nature. The Fund had debt investments across 136 portfolio companies with an average investment size of less than 1% of the total portfolio. Seventy-two percent of the portfolio represented investments in companies located in the United States. All debt investments were performing and current on their interest payments as of December 31, 2020.
With the onset of the COVID-19 pandemic in March 2020, we saw significant trading activity for multiple issuers as a result of widespread market volatility and business disruption. At the end of the first quarter, the Fund’s portfolio moved in line with market dynamics. In particular, the Fund’s leveraged loan and structured credit positions saw meaningful mark-to-market movements. As the macro environment stabilized, the Fund produced positive performance for eight consecutive months to close the year.
The Fund also notably increased the number of positions in its portfolio from less than 90 at the end of 2019 to nearly 200 as of December 31, 2020 as it looked to diversify in position size and across industries. We continue to believe that the overall
portfolio is of high credit quality and is well positioned to perform over the duration of an economic cycle.
The largest industries in the Fund’s portfolio were Banking, Finance, Insurance & Real Estate, Software and Aerospace & Defense, which collectively represented 34.7% of net assets. We expect the Fund’s portfolio to continue to diversify across industry classifications as the Fund grows.
As of December 31, 2020, the Fund’s total assets were allocated 29.1% to Opportunistic Credit, 26.3% to Direct Lending, 23.6% to Liquid Credit, 13.7% to Structured Credit, 1.6% to Real Assets, 0.4% to Distressed Credit, 1.8% to cash & equivalents and 3.5% to other assets.
MARKET REVIEW
With strong momentum from the prior year, 2020 started off with $65 billion of loans issued, the second highest on record. However, the onset of the COVID-19 pandemic led to the market experiencing unprecedented volatility, with the leveraged loan market plunging 12.4% in March and the loan-distress ratio spiking to 57%. Bifurcation amongst sectors based on the anticipated impact from COVID-19 became a key theme for 2020, with energy, leisure and retail suffering the most dramatic declines, and “safe havens”, including technology, insurance, advisory services, and groceries, remaining supported.
After seeing the sharp decline at the end of Q1, the leveraged loan market rebounded +9.7% in Q2 from March lows, the highest quarterly return since Q3 2009. Aggressive action by the Federal Reserve helped provide meaningful support for fallen angels and borrowers who were struggling to find access to liquidity. This resulted in high grade issuance reaching a record $276 billion in April and high yield issuance setting a monthly record of $60 billion in
1 Distribution rates are calculated by annualizing the respective distributions per share announced on December 31, 2020 and dividing these amounts by the respective net asset price as of December 31, 2020.
1


June. As conditions continued to stabilize in Q3, spreads contracted significantly from March highs. Following continued recovery in Q4, spreads have now reached comparable levels to what we saw in February 2020, pre-COVID. Additionally, 2020 saw volume records for high grade and high yield bonds at $1.7 trillion and $435 billion, respectively, though loan volume closed 2020 at $288 billion, a 5-year low.
In the middle market, throughout the first half of 2020, lenders were largely focused on their portfolio, liquidity needs, and amendments in an effort to mitigate downside risk amidst the disruption caused by the pandemic. As markets stabilized off the back of positive COVID-19 vaccine developments, it became clear that the impact of COVID-19 varied based on industry. Larger, healthier companies began to re-engage in growth activity through acquisitions. Low and medium COVID impact businesses outperformed re-forecasted budgets more than initially expected. Companies began to right-size their balance sheets following increased leverage levels caused by operational disruption earlier in the year. In particular, Q4 saw a resurgence of deals in the technology sector, with transactions commanding terms and pricing near pre-pandemic levels. As markets continue to strengthen, we believe that the direct lending and opportunistic environments remain promising as borrowers continue to seek M&A financing and additional liquidity to firm up competitive positioning and fulfill complex capital needs that cannot be met by traditional credit markets.

STRATEGY & OUTLOOK
Since inception of the Fund in June 2018, we have been able to create our desired portfolio across industries and issuers, consisting primarily of floating rate, senior secured loans (both quasi-liquid positions and illiquid private credit deals). During a volatile first half of 2020, many companies were focused on shoring up their operations and liquidity positions in the face of the ongoing pandemic. As the year progressed, companies began to look outward to position their businesses for success through acquisitions and refinancings. This led to an environment where we successfully found attractive opportunities through the Fund’s more illiquid strategies, such as Opportunistic Credit and Direct Lending.
From a top-down view, the Adviser’s Portfolio Allocation Advisory Committee (“PAAC”), which oversees the allocation among the different credit sectors for the Fund, continuously evaluated targeted exposures to the Fund’s underlying strategies in response to the rapidly evolving market environment. The PAAC revised allocations three times during 2020. While the year was certainly marked by historic volatility amid an ongoing global health crisis, we remain generally positive about the opportunity set of investments for the Fund. We continue to believe it is prudent to maintain a defensive posture in liquid credit, while looking to augment portfolio returns and diversification by allocating to non-sponsored, opportunistic credit and direct lending opportunities as well as structured credit investments.

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Justin Plouffe
Portfolio Manager

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Linda Pace
Portfolio Manager

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Brian Marcus
Portfolio Manager

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Past Performance is no guarantee of future results. Represents income only and does not include return of capital. Represents annualized distribution rate, which is calculated by taking the current quarter’s distribution rate divided by the current quarter-end NAV and annualizing, without compounding. NAV = NAV Per Share, MTD = Month to Date, QTD = Quarter to Date, YTD = Year to Date and ITD = Inception to Date (calculated on a cumulative basis). Annual Expense Ratios: Gross: Class A shares 5.79% / Class I shares 5.29% / Class L shares 5.79% / Class M shares 6.04% / Class N shares 5.29% / Class Y shares 5.54%. Net: Class A shares 5.13% / Class I shares 4.63% / Class L shares 5.13% / Class M shares 5.38% / Class N shares 4.63% / Class Y shares 4.88%. The performance data quoted represents past performance, which does not guarantee future results. Current performance and expense ratios may be lower or higher than the performance data quoted. The investment return and principal value of an investment in the fund will fluctuate so that an investor’s shares, when repurchased, may be worth more or less than the original cost. For performance data current to the most recent month-end, visit www.CarlyleTacticalCredit.com or call 833-677-3646. Class Y, N, M and Class I shares are not subject to a sales charge. The net expense ratio takes into account contractual fee waivers and/ or reimbursements, without which net performance would have been lower. These undertakings may not be amended or withdrawn for one year from the date of the current prospectus, unless approved by the Board. Generally, Class A Shares and Class L Shares are offered through Financial Intermediaries on brokerage or transactional platforms. Class Y, M, N Shares and Class I Shares are generally available through fee-based programs, registered investment advisers and other institutional accounts. Generally, Class I shares can only be purchased with a $250,000 initial investment. See prospectus for details.

Investors should consult with their financial advisor about the suitability of this fund in their portfolio.

INVESTING IN THE FUND INVOLVES A HIGH DEGREE OF RISK, INCLUDING THE RISK THAT YOU MAY RECEIVE LITTLE OR NO RETURN ON YOUR INVESTMENT OR THAT YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT. THIS IS A CLOSED-END INTERVAL FUND AND IS NOT INTENDED TO BE A TYPICAL TRADED INVESTMENT. THE FUND WILL NOT BE LISTED OR TRADED ON ANY STOCK EXCHANGE. LIMITED LIQUIDITY IS PROVIDED TO SHAREHOLDERS ONLY THROUGH THE FUND’S QUARTERLY REPURCHASE OFFERS FOR NO LESS THAN 5% OF THE FUND’S SHARES OUTSTANDING AT NET ASSET VALUE. REGARDLESS OF HOW THE FUND PERFORMS, THERE IS NO GUARANTEE THAT SHAREHOLDERS WILL BE ABLE TO SELL ALL OF THE SHARES THEY DESIRE IN A QUARTERLY REPURCHASE OFFER.

THERE CURRENTLY IS NO SECONDARY MARKET FOR THE FUND'S SHARES AND THE FUND EXPECTS THAT NO SECONDARY MARKET WILL DEVELOP. SHARES OF THE FUND WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE, WHICH MAKES THEM INHERENTLY ILLIQUID. LIMITED LIQUIDITY IS PROVIDED TO SHAREHOLDERS ONLY THROUGH THE FUND'S QUARTERLY REPURCHASE OFFERS, REGARDLESS OF HOW THE FUND PERFORMS.

There is no assurance that quarterly distributions paid by the Fund will be maintained at the targeted level or that dividends will be paid at all. The Fund's distributions may be funded from unlimited amounts of offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Fund for investment. A return of capital to shareholders is a return of a portion of their original investment in the Fund, thereby reducing the tax basis of their investment.

This material is provided for general and educational purposes only, is not intended to provide legal or tax advice, and is not for use to avoid penalties that may be imposed under U.S. federal tax laws. Contact your attorney or other advisor regarding your specific legal, investment or tax situation.

Investing involves risk. Investment return and principal value of an investment will fluctuate, and an investor's shares, when repurchased, may be worth more or less than their original cost. Fixed income investing entails credit and interest rate risks. When interest rates rise, bond prices generally fall, and the Fund's share prices can fall. Below-investment-grade (“high yield” or "junk") bonds are more at risk of default and are subject to liquidity risk. Credit instruments that are rated below investment grade (commonly referred to as “high yield” securities or “junk bonds”) are regarded as having predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal. Collateralized loan obligations (CLO's) are debt instruments but also carry additional risks related to the complexity and leverage inherent in the CLO structure. Because of the risks associated with investing in high yield securities, an investment in the Fund should be considered speculative. Some of the credit instruments will have no credit rating at all. The Fund may invest in loans and the value of those loans may be detrimentally affected to the extent a borrower defaults on its obligations. Senior loans are typically lower rated and may be illiquid investments, which may not have a ready market. Investments in lesser-known and middle market companies may be more vulnerable than larger, more established organizations. Distressed credit investments are inherently speculative and are subject to a high degree of risk. Leverage (borrowing) involves transaction and interest costs on amounts borrowed, which may reduce performance. Foreign investments may be volatile and involve additional expenses and special risks, including currency fluctuations, foreign taxes, regulatory and geopolitical risks. The Fund is classified as “non-diversified” and may invest a greater portion of its assets in the securities of a single issuer.
3



The mention of specific currencies, securities, issuers or sectors does not constitute a recommendation on behalf the Fund or Carlyle. Prior to November 4th, 2019, the Fund’s name was the OFI Carlyle Private Credit Fund.

Shares are not FDIC insured, may lose value and not have bank guarantee. Investors should carefully consider the investment objective, risks, charges and expenses of the Fund before investing. This and other important information about the Fund is in the prospectus, which can be obtained by contacting your financial advisor or visiting www.CarlyleTacticalCredit.com. The prospectus should be read carefully before investing.

The Fund is distributed by Foreside Fund Services, LLC
4


Top Holdings and Industries
Portfolio holdings and industries are subject to change. Percentages are as of December 31, 2020, and are based on net assets.

Top Ten Industries (1)
Banking, Finance, Insurance & Real Estate14.8%
Software11.7%
Aerospace & Defense8.2%
Containers, Packaging & Glass8.0%
Healthcare & Pharmaceuticals7.1%
Business Services5.5%
High Tech Industries5.4%
Media: Diversified & Production5.1%
Automotive4.5%
Retail4.5%
(1) Although not an industry, Collateralized Loan Obligations are 19.0% of net assets.

Top Ten Holdings
Tank Holding Corporation, Term Loan4.2%
Urban One, Inc., Unsecured Term Loan3.4%
Individual FoodService Holdings LLC, Term Loan, Tranche B2.8%
Hercules Borrower LLC, Term Loan2.6%
Hampton Rubber Company, Term Loan2.6%
TLBFP LLC, Term Loan2.5%
The Leaders Romans Bidco Ltd., Term Loan, Tranche B2.5%
Queensgate Gem UK Midco Ltd., Term Loan, Mezzanine2.4%
Moneygram International, Inc, Term Loan2.2%
Ery North Tower OB Deck Member LLC, Term Loan2.2%

5


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENT OF INVESTMENTS
As of December 31, 2020
Investments—Corporate Loans (104.5%)FootnotesIndustryReference Rate & SpreadInterest RateMaturity DatePar / Principal AmountFair Value
First Lien Debt (69.5%)
ACProducts, Inc.Term Loan, Tranche B(2) (3) (4)Construction & BuildingLIBOR + 6507.50%8/18/2025$1,471,875 $1,508,671 
Advanced Web Technologies Holding CompanyTerm Loan(2) (3) (4) (5) (6)Containers, Packaging & GlassLIBOR + 6007.00%12/17/20262,955,342 2,873,249 
Advanced Web Technologies Holding CompanyRevolver(4) (5) (6)Containers, Packaging & GlassLIBOR + 6007.00%12/17/202665,674 55,823 
Aldevron LLCTerm Loan, Tranche B(2) (3) (4)Healthcare & PharmaceuticalsLIBOR + 4255.25%10/12/2026497,494 498,528 
Alion Science and Technology CorporationTerm Loan(2) (3) (4)High Tech IndustriesLIBOR + 3754.75%7/23/2024498,750 500,310 
Allegro Microsystems, Inc.Term Loan(2) (3) (4) (5)SoftwareLIBOR + 4004.50%9/30/202738,462 38,364 
American Physician Partners LLCTerm Loan, Tranche A(2) (3) (4) (5)Healthcare & PharmaceuticalsLIBOR + 6757.75%12/21/20212,247,529 2,128,859 
American Physician Partners LLCDelayed Draw Term Loan(2) (3) (4) (5)Healthcare & PharmaceuticalsLIBOR + 6757.75%12/21/2021424,184 401,788 
American Physician Partners LLCRevolver(2) (3) (4) (5) (6)Healthcare & PharmaceuticalsLIBOR + 6757.75%12/21/2021146,253 136,353 
Amerilife Holdings LLCTerm Loan(2) (3) (4)Banking, Finance, Insurance & Real EstateLIBOR + 4004.15%3/18/2027497,503 490,041 
Anchor Hocking LLCTerm Loan(4) (5)Durable Consumer GoodsLIBOR + 1,17512.75%1/25/20241,559,550 1,495,608 
Applied Technical ServicesTerm Loan(2) (3) (4) (5) (6)Business ServicesLIBOR + 5756.75%12/29/20262,964,427 2,866,601 
Apptio, Inc.Term Loan(2) (3) (4) (5) (6)SoftwareLIBOR + 7258.25%1/10/20252,665,555 2,708,201 
ASP Navigate Acquisition CorporationTerm Loan(2) (3) (4) (5)Healthcare & PharmaceuticalsLIBOR + 4505.50%10/6/20271,000,000 997,499 
At Home Holding III, Inc.Term Loan(2) (3) (4) (5)RetailLIBOR + 90010.00%7/27/20221,749,900 1,740,925 
Aveanna Healthcare LLCIncremental Term Loan(2) (3) (4)Healthcare & PharmaceuticalsLIBOR + 6257.25%3/18/2024997,500 982,538 
Aveanna Healthcare LLCTerm Loan(2) (3) (4)Healthcare & PharmaceuticalsLIBOR + 4255.25%3/18/2024496,127 482,276 
Avenu Holdings LLCTerm Loan(2) (3) (4) (5)Sovereign & Public FinanceLIBOR + 5256.25%9/28/20243,827,344 3,827,344 
Barnes & Noble, Inc.Term Loan(2) (3) (4) (5)RetailLIBOR + 7338.33%8/7/20242,670 2,521 
Barnes & Noble, Inc.Term Loan(2) (3) (4) (5)RetailLIBOR + 7338.33%8/7/20241,666,080 1,572,946 
Blackboard, Inc.Term Loan, Tranche B5(2) (3) (4)SoftwareLIBOR + 6007.00%6/30/20241,992,437 1,979,486 
Bluecat Networks (USA), Inc.Term Loan(2) (3) (4) (5)High Tech IndustriesLIBOR + 6257.25%11/2/20263,211,009 3,146,789 
Bright Bidco BVTerm Loan, Tranche B(4)RetailLIBOR + 3504.50%6/30/20242,000,000 1,139,580 
Broadstreet Partners, Inc.Incremental Term Loan, Tranche B(2) (3) (4)Banking, Finance, Insurance & Real EstateLIBOR + 3754.75%1/27/2027497,500 496,256 
Cano Health LLCTerm Loan(2) (3) (4) (5)Healthcare & PharmaceuticalsLIBOR + 4755.50%11/23/20271,465,649 1,460,153 
Cano Health LLCDelayed Draw Term Loan(2) (3) (4) (5) (6)Healthcare & PharmaceuticalsLIBOR + 4755.50%11/23/2027267,176 265,170 
Charter NEX US, Inc.Term Loan(2) (3) (4)Chemicals, Plastics & RubberLIBOR + 4255.00%12/1/2027500,000 502,000 
Chemical Computing GroupTerm Loan, Tranche A(2) (3) (4) (5) (6)SoftwareLIBOR + 5006.00%8/30/20232,178,918 2,178,918 
CommerceHub, Inc.Term Loan, Tranche B(2) (3) (4)SoftwareLIBOR + 4004.75%12/29/20271,000,000 998,750 
6


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENT OF INVESTMENTS (continued)
As of December 31, 2020
Investments—Corporate Loans (104.5%)FootnotesIndustryReference Rate & SpreadInterest RateMaturity DatePar / Principal AmountFair Value
Corsair Components, Inc.Term Loan, Tranche B(2) (3) (4) (5)High Tech IndustriesLIBOR + 3754.75%8/28/2024$867,352 $866,268 
Da Vinci Purchaser CorporationTerm Loan(2) (3) (4)Healthcare & PharmaceuticalsLIBOR + 4005.00%1/8/2027995,000 996,662 
Designer Brands Canada, Inc.Term Loan(2) (3) (4) (5)RetailLIBOR + 8509.75%8/7/2025224,459 222,663 
Designer Brands, Inc.Term Loan(2) (3) (4) (5)RetailLIBOR + 8509.75%8/7/20252,020,129 2,003,968 
Diligent CorporationTerm Loan, Tranche B1(2) (3) (4) (5) (6)TelecommunicationsLIBOR + 6257.25%8/4/20251,447,128 1,469,735 
DTI Holdco, Inc.Term Loan, Tranche B(2) (3) (4)High Tech IndustriesLIBOR + 4755.75%9/30/20233,865,460 3,444,473 
EFS Cogen Holdings I LLCTerm Loan, Tranche B(2) (3) (4)UtilitiesLIBOR + 3504.50%10/1/2027987,795 981,621 
Epicor Software CorporationTerm Loan(2) (3) (4)SoftwareLIBOR + 4255.25%7/30/2027997,500 1,002,278 
GI Revelation Acquisition LLCTerm Loan(2) (3) (4)High Tech IndustriesLIBOR + 5005.15%4/16/20251,226,300 1,201,774 
Granite Holdings US Acquisition Co.Term Loan, Tranche B(2) (3) (4) (5)Energy Equipment & ServicesLIBOR + 5255.50%9/30/20261,989,924 1,984,950 
GT Polaris, Inc.Term Loan, Tranche B(2) (3) (4)SoftwareLIBOR + 4005.00%8/4/2027498,750 500,122 
Hampton Rubber CompanyTerm Loan(4) (5) (6)Capital GoodsLIBOR + 8259.25%1/9/20266,038,136 5,892,744 
Helios Buyer, Inc.Term Loan(2) (3) (4) (5) (6)Consumer ServicesLIBOR + 6007.00%12/15/20264,307,423 4,174,550 
Helios Buyer, Inc.Revolver(4) (5) (6)Consumer ServicesLIBOR + 6007.00%12/15/202667,167 52,565 
Hercules Borrower LLCTerm Loan(2) (3) (4) (5) (6)Environmental IndustriesLIBOR + 6507.50%12/14/20266,197,362 6,024,429 
Higginbotham Insurance Agency, Inc.Term Loan(2) (3) (4) (5) (6)Banking, Finance, Insurance & Real EstateLIBOR + 5756.50%11/25/20263,901,734 3,826,734 
Highline Aftermarket Acquisition LLCTerm Loan, Tranche B(2) (3) (4) (5)AutomotiveLIBOR + 4505.25%10/30/20271,000,000 1,005,000 
iCIMS, Inc.Term Loan(2) (3) (4) (5)SoftwareLIBOR + 6507.50%9/12/20243,786,281 3,775,679 
iCIMS, Inc.Revolver(2) (3) (4) (5)SoftwareLIBOR + 6507.50%9/12/2024187,735 187,209 
Individual FoodService Holdings LLCTerm Loan, Tranche B(2) (3) (4) (5) (6)WholesaleLIBOR + 6257.25%11/22/20256,543,700 6,367,843 
Individual FoodService Holdings LLCRevolver(2) (3) (4) (5) (6)WholesaleLIBOR + 5756.75%11/22/202491,889 81,552 
Internap CorporationTerm Loan(2) (3) (4) (5) (7)High Tech IndustriesLIBOR + 300, 3.50% PIK7.50%5/8/20251,094,529 481,593 
iQOR US, Inc.Term Loan(2) (3) (5)Business ServicesLIBOR + 7508.50%11/20/2024748,124 756,428 
iQOR US, Inc.Term Loan(2) (3) (4) (5)Business ServicesLIBOR + 7508.50%11/19/20251,753,815 1,679,629 
Jefferies Finance LLCIncremental Term Loan, Tranche B(2) (3) (4) (5)Banking, Finance, Insurance & Real EstateLIBOR + 3754.50%9/30/2027997,500 995,006 
LogMeIn, Inc.Term Loan, Tranche B(2) (3) (4)SoftwareLIBOR + 4754.90%8/31/2027500,000 497,815 
Mailgun Technologies, Inc.Incremental Term Loan(2) (3) (4) (5)High Tech IndustriesLIBOR + 5006.00%10/2/202546,411 45,598 
Mailgun Technologies, Inc.Term Loan(2) (3) (4) (5) (6)High Tech IndustriesLIBOR + 5006.00%3/26/20251,132,429 1,110,264 
Maravai Intermediate Holdings LLCTerm Loan, Tranche B(2) (3) (4) (5)Healthcare & PharmaceuticalsLIBOR + 4255.25%10/19/20271,833,333 1,849,375 
7


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENT OF INVESTMENTS (continued)
As of December 31, 2020
Investments—Corporate Loans (104.5%)FootnotesIndustryReference Rate & SpreadInterest RateMaturity DatePar / Principal AmountFair Value
Mattress Firm, Inc.Term Loan, Tranche B(2) (3) (4) (5)RetailLIBOR + 5256.25%11/26/2027$1,000,000 $1,005,000 
Mavis Tire Express Services CorporationTerm Loan, Tranche B(2) (3) (4)RetailLIBOR + 4005.00%3/20/20252,000,000 2,005,000 
McDermott Technology Americas, Inc.Term Loan(2) (3) (4) (5)Capital GoodsLIBOR + 3003.15%6/28/202431,174 24,939 
MHVC Acquisition CorporationTerm Loan(2) (3) (4)Aerospace & DefenseLIBOR + 6256.25%4/29/20241,000,000 998,750 
MI Windows and Doors LLCTerm Loan(2) (3) (4)Durable Consumer GoodsLIBOR + 3754.50%12/15/20271,000,000 1,001,250 
Milano Acquisition CorporationTerm Loan, Tranche B(2) (3) (4)Healthcare & PharmaceuticalsLIBOR + 4004.75%10/1/20272,000,000 1,996,660 
Mileage Plus Holdings LLCTerm Loan, Tranche B(2) (3) (4)Aerospace & DefenseLIBOR + 5256.25%6/25/20272,500,000 2,598,450 
Moneygram International, IncTerm Loan, Tranche B(2) (3) (4)Banking, Finance, Insurance & Real EstateLIBOR + 6007.00%6/30/2023246,250 246,188 
National Technical Systems, Inc.Term Loan(2) (3) (4) (5) (6)Aerospace & DefenseLIBOR + 5506.50%6/12/20232,076,023 2,058,928 
Navicure, Inc.Incremental Term Loan, Tranche B(2) (3) (4) (5)Healthcare & PharmaceuticalsLIBOR + 4004.75%10/22/2026997,500 995,006 
NES Global Talent Finance US LLCTerm Loan, Tranche B(2) (3) (4) (5)Energy: Oil & GasLIBOR + 5506.50%5/11/20231,193,484 1,080,103 
Netsmart Technologies, Inc.Term Loan, Tranche B(2) (3) (4)Healthcare & PharmaceuticalsLIBOR + 4004.75%9/30/20271,000,000 997,710 
NN, Inc.Term Loan, Tranche B(2) (3) (4)Capital GoodsLIBOR + 5756.00%10/19/202291,182 90,641 
OneDigital Borrower LLCTerm Loan(2) (3) (4)Banking, Finance, Insurance & Real EstateLIBOR + 4505.25%10/29/2027843,750 843,750 
OneDigital Borrower LLCDelayed Draw Term Loan(2) (3) (4) (6)Banking, Finance, Insurance & Real EstateLIBOR + 4505.25%10/29/202766,406 66,406 
Onvoy LLCTerm Loan, Tranche B(2) (3) (4)TelecommunicationsLIBOR + 4505.50%2/10/2024497,416 484,205 
Optiv Security, Inc.Term Loan(2) (3) (4)SoftwareLIBOR + 3254.25%2/1/20241,491,992 1,362,383 
Pacific Gas & Electric CompanyTerm Loan(2) (3) (4)Energy: Oil & GasLIBOR + 4505.50%6/23/2025995,000 1,005,199 
Packaging Coordinators Midco, Inc.Term Loan(2) (3) (4)Containers, Packaging & GlassLIBOR + 3754.50%9/25/20271,000,000 1,000,000 
Press Ganey Holdings, Inc.Incremental Term Loan(2) (3) (4)Healthcare & PharmaceuticalsLIBOR + 4004.75%7/24/20261,000,000 997,500 
Proampac PG Borrower LLCTerm Loan(2) (3) (4)Containers, Packaging & GlassLIBOR + 4005.00%11/3/2025997,409 994,297 
Redwood Services Group LLCTerm Loan(2) (3) (4) (5)High Tech IndustriesLIBOR + 6007.00%6/6/20231,381,036 1,377,445 
Redwood Services Group LLCDelayed Draw Term Loan(2) (3) (4) (5)High Tech IndustriesLIBOR + 6007.00%6/6/2023160,643 160,226 
Riveron Acquisition Holdings, Inc.Term Loan(2) (3) (4) (5)Banking, Finance, Insurance & Real EstateLIBOR + 5756.75%5/22/20251,548,403 1,558,778 
RS Ivy Holdco, Inc.Term Loan(2) (3) (4) (5)Energy: Oil & GasLIBOR + 5506.50%12/23/20271,000,000 990,000 
Sapphire Telecom, Inc.Term Loan(2) (3) (4) (5) (7)TelecommunicationsLIBOR + 525, 1.00% PIK7.25%11/20/20254,190,850 3,569,766 
Sapphire Telecom, Inc.Revolver(2) (3) (4) (5) (6) (7)TelecommunicationsLIBOR + 525, 1.00% PIK7.25%11/20/2023130,879 30,223 
SkyMiles IP Ltd.Term Loan, Tranche B(2) (3) (4)Aerospace & DefenseLIBOR + 3754.75%10/20/20271,000,000 1,035,340 
Sophia, L.P.Term Loan(2) (3) (4)SoftwareLIBOR + 3754.50%10/7/20271,000,000 1,000,710 
8


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENT OF INVESTMENTS (continued)
As of December 31, 2020
Investments—Corporate Loans (104.5%)FootnotesIndustryReference Rate & SpreadInterest RateMaturity DatePar / Principal AmountFair Value
Sotera Health Holdings LLCTerm Loan(2) (3) (4)Healthcare & PharmaceuticalsLIBOR + 4505.50%12/11/2026$416,868 $418,085 
Southern Graphics, Inc.Term Loan, Tranche B(4) (5)Media: Advertising, Printing & PublishingLIBOR + 8509.50%10/23/20231,423,000 1,407,347 
Tank Holding CorporationRevolver(2) (3) (4) (5) (6)Containers, Packaging & GlassLIBOR + 4004.00%3/26/2024— (240)
Teneo Holdings LLCTerm Loan(2) (3) (4)Business ServicesLIBOR + 5256.25%7/11/2025900,990 890,106 
The Leaders Romans Bidco Ltd.Term Loan, Tranche B(2) (3) (4) (5) (7)Banking, Finance, Insurance & Real EstateGBP LIBOR + 650, 3.00% PIK10.25%6/30/2024£4,320,739 5,849,528 
The Leaders Romans Bidco Ltd.Delayed Draw Term Loan, Tranche C(2) (3) (4) (5) (6) (7)Banking, Finance, Insurance & Real EstateGBP LIBOR + 650, 3.00% PIK10.25%6/30/2024£795,212 1,202,271 
TLBFP LLCTerm Loan(5) (7) (6)Business Services14.00% PIK14.00%10/2/20255,927,727 5,857,541 
Trump Card LLCTerm Loan, Tranche A(2) (3) (4) (5) (6)Transportation: CargoLIBOR + 5506.50%4/21/20221,375,614 1,348,842 
Tutor Perini CorporationTerm Loan, Tranche B(2) (3) (4)Capital GoodsLIBOR + 4755.75%8/13/2027997,500 999,994 
Ultimate Software Group, Inc.Incremental Term Loan, Tranche B(2) (3) (4)SoftwareLIBOR + 4004.75%5/4/20261,995,000 2,003,838 
United Natural Foods, Inc.Term Loan, Tranche B(2) (3) (4)RetailLIBOR + 4254.40%10/22/2025596,708 592,644 
Urban One Entertainment SPV LLCTerm Loan(5) (7)Media: Diversified & Production7.00%, 4.00% PIK11.00%12/31/20223,669,343 3,706,037 
Urban One, Inc.Term Loan, Tranche B(2) (3) (4)Media: Diversified & ProductionLIBOR + 4005.00%4/18/2023230,117 212,859 
Vertical Midco GmbHTerm Loan, Tranche B(2) (3) (4)MaterialsLIBOR + 4254.57%7/30/2027997,500 1,000,882 
Vungle, Inc.Term Loan, Tranche B(2) (3) (4)Media: Advertising, Printing & PublishingLIBOR + 5505.65%9/30/2026994,962 994,962 
West CorporationTerm Loan(2) (3) (4)TelecommunicationsLIBOR + 4005.00%10/10/2024997,429 964,185 
Wheel Pros LLCTerm Loan(2) (3) (4)AutomotiveLIBOR + 5256.25%11/6/20273,750,000 3,677,813 
Whitewater Whistler Holdings LLCTerm Loan(2) (3) (4) (5)Energy: Oil & GasLIBOR + 5506.50%3/21/20272,500,000 2,500,000 
Windstream Services LLCTerm Loan, Tranche B(2) (3) (4)TelecommunicationsLIBOR + 6257.25%9/21/2027497,497 485,681 
YLG Holdings, Inc.Incremental Term Loan(2) (3) (4) (5)Consumer ServicesLIBOR + 6257.25%11/1/20251,206,958 1,188,250 
YLG Holdings, Inc.Delayed Draw Term Loan(4) (5) (6)Consumer ServicesLIBOR + 6257.25%11/1/2025193,909 181,664 
Zelis Healthcare CorporationTerm Loan, Tranche B(2) (3) (4)SoftwareLIBOR + 4754.90%9/30/20261,993,709 1,996,759 
First Lien Debt Total (Cost of $159,579,062)$160,007,975 
Second Lien Debt (30.5%)
1-800-Pack-Rat LLCTerm Loan(5) (6)Commercial Services & SuppliesFIXED13.00%11/2/2025$2,400,000 $2,317,500 
Aimbridge Acquisition Co., Inc.Term Loan(2) (3) (4) (5)Hotel, Gaming & LeisureLIBOR + 7507.65%2/1/20271,712,000 1,480,880 
ARCO BPS Holdings, Ltd.Term Loan, Mezzanine(2) (3) (4) (5) (7)Banking, Finance, Insurance & Real EstateEURIBOR + 8508.50%2/26/20241,900,019 2,332,764 
Aretec Group, Inc.Term Loan(2) (3) (4) (5)Banking, Finance, Insurance & Real EstateLIBOR + 8258.40%10/1/20262,500,000 2,325,000 
Brave Parent Holdings, Inc.Term Loan(4) (5)SoftwareLIBOR + 7507.65%4/17/20263,812,317 3,812,317 
9


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENT OF INVESTMENTS (continued)
As of December 31, 2020
Investments—Corporate Loans (104.5%)FootnotesIndustryReference Rate & SpreadInterest RateMaturity DatePar / Principal AmountFair Value
Comet Acquisition, Inc.Term Loan(2) (3) (4) (5)Healthcare & PharmaceuticalsLIBOR + 7507.75%10/26/2026$769,231 $769,231 
Drilling Info Holdings, Inc.Incremental Term Loan(4) (5)Energy: Oil & GasLIBOR + 8258.40%7/30/20264,200,000 4,116,000 
Ery North Tower OB Deck Member LLCTerm Loan(4) (5)Banking, Finance, Insurance & Real EstateLIBOR + 1,05012.50%12/20/20225,328,069 5,008,385 
Fastlane Parent Company, Inc.Term Loan(2) (3) (4) (5)AutomotiveLIBOR + 8758.90%12/21/20262,500,000 2,337,500 
GC Agile Holdings Ltd.Delayed Draw Term Loan(2) (3) (5) (6) (7)Banking, Finance, Insurance & Real Estate14.00% PIK14.00%11/2/20301,271,037 1,567,311 
Gruden Acquisition, Inc.Term Loan(2) (3) (4)Aerospace & DefenseLIBOR + 8509.50%8/18/20235,000,000 4,506,250 
Jazz Acquisition, Inc.Term Loan(2) (3) (4) (5)Aerospace & DefenseLIBOR + 8008.15%6/18/20273,100,000 2,398,780 
Moneygram International, IncTerm Loan(2) (3) (5) (7)Banking, Finance, Insurance & Real Estate8.00%, 5.00% PIK13.00%6/11/20245,196,281 5,170,300 
PAI Holdco, Inc.Term Loan(2) (3) (4) (5)AutomotiveLIBOR + 8259.25%10/28/20283,382,537 3,332,137 
Queensgate Gem UK Midco Ltd.Term Loan, Mezzanine(2) (3) (4) (5)Hotel, Gaming & LeisureGBP LIBOR + 97510.94%3/15/2022£4,271,883 5,593,527 
Quickbase, Inc.Term Loan(4) (5)SoftwareLIBOR + 8008.15%4/2/20271,200,000 1,190,760 
Riveron Acquisition Holdings, Inc.Incremental Term Loan(2) (3) (4) (5)Banking, Finance, Insurance & Real EstateLIBOR + 5756.75%5/22/20251,496,673 1,506,701 
SonicWall US Holdings, Inc.Term Loan(2) (3) (4)SoftwareLIBOR + 7507.72%5/18/20262,000,000 1,764,280 
Tank Holding CorporationTerm Loan(2) (3) (4) (5)Containers, Packaging & GlassLIBOR + 8258.40%3/26/20279,793,548 9,582,007 
TruGreen Limited PartnershipTerm Loan(2) (3) (4) (5)Consumer ServicesLIBOR + 8509.25%11/2/20282,000,000 2,000,000 
Ultimate Baked Goods Midco LLCTerm Loan(2) (3) (4) (5)Beverage, Food & TobaccoLIBOR + 8009.00%8/9/20263,333,333 3,178,333 
Vantage Specialty Chemicals, Inc.Term Loan(2) (3) (4)Chemicals, Plastics & RubberLIBOR + 8259.25%10/27/20251,662,357 1,417,575 
WP CPP Holdings LLCTerm Loan(2) (3) (4)Aerospace & DefenseLIBOR + 7758.75%4/30/20263,000,000 2,486,250 
Second Lien Debt Total (Cost of $72,159,519)$70,193,788 
Unsecured (4.5%)
Queensgate Gem UK Midco Ltd.Term Loan(2) (3) (5) (7)Hotel, Gaming & Leisure13.75%3/15/2022£1,934,174 $2,453,223 
Urban One, Inc.Unsecured Term Loan(5)Media: Diversified & Production12.88%12/31/20227,983,459 7,823,790 
Unsecured Total (Cost of $10,440,578)10,277,013 
Corporate Loans Total (Cost of $242,179,159)$240,478,776 
10


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENT OF INVESTMENTS (continued)
As of December 31, 2020
Investments—Collateralized Loan Obligations (19.0%)FootnotesReference Rate & SpreadInterest RateMaturity DatePar / Principal AmountFair Value
AGL CLO Ltd, Series 2020-9A, Class E(2) (3) (4) (5) (8)LIBOR + 7267.50%1/20/2034$1,000,000 $981,356 
AGL CLO Ltd, Series 2014-14A, Class B2L1(2) (3) (4) (5) (8)LIBOR + 7357.56%7/25/20291,500,000 1,404,017 
Apex Credit CLO Ltd, Series 2019-1A, Class D(2) (3) (4) (5) (8)LIBOR + 7107.32%4/18/20324,500,000 4,350,604 
Bain Capital Credit CLO Ltd, Series 2019-4A, Class E(2) (3) (4) (5) (8)LIBOR + 7487.69%1/23/20332,000,000 1,954,736 
Barings CLO Ltd, Series 2017-1A, Class F(4) (5) (8)LIBOR + 7457.67%7/18/20292,500,000 2,043,378 
Benefit Street Partners CLO Ltd, Series 2015-VIA, Class DR(2) (3) (4) (5) (8)LIBOR + 6526.74%10/18/20292,250,000 2,094,764 
BlueMountain CLO Ltd, Series 2019-24A, Class D(2) (3) (4) (5) (8)LIBOR + 3904.12%4/20/20312,000,000 1,994,082 
CIFC Funding Ltd, Series 2014-2RA, Class B2(2) (3) (4) (5) (8)LIBOR + 5695.90%4/24/20303,500,000 3,168,610 
Dryden CLO Ltd, Series 2019-76A, Class E(2) (3) (4) (5) (8)LIBOR + 7067.28%10/20/20322,000,000 1,989,656 
Dryden Senior Loan Fund, Series 2015-41A, Class ER(2) (3) (4) (5) (8)LIBOR + 5305.54%4/15/20311,265,000 1,110,407 
KKR CLO Ltd, Series 10, Class ER(2) (3) (4) (5) (8)LIBOR + 6506.72%9/15/20293,000,000 2,894,316 
LCM Ltd, Series 25X, Class C2(2) (3) (4) (5)LIBOR + 2302.52%7/20/20301,000,000 987,028 
Long Point Park CLO Ltd, Series 2017-1A, Class D2(2) (3) (4) (5) (8)LIBOR + 5605.82%1/17/20303,000,000 2,819,736 
Madison Park Funding Ltd, Series 2016-22A, Class CR(2) (3) (4) (5) (8)LIBOR + 2002.24%1/15/20332,500,000 2,396,435 
Madison Park Funding Ltd, Series 2020-46A, Class E(2) (3) (4) (5) (8)LIBOR + 7657.93%10/15/20311,000,000 995,000 
Madison Park Funding Ltd, Series 2020-47A, Class E(2) (3) (4) (5) (8)LIBOR + 7467.71%1/19/2034700,000 696,392 
Octagon Investment Partners Ltd, Series 2019-4A, Class E(2) (3) (4) (5) (8)LIBOR + 6807.01%5/12/20311,000,000 978,309 
OZLM Ltd, Series 2014-8A, Class DRR(2) (3) (4) (5) (8)LIBOR + 6086.30%10/17/20292,500,000 2,304,420 
Sound Point CLO Ltd, Series 2013-1A, Class B1R(2) (3) (4) (5) (8)LIBOR + 2702.91%1/26/20312,000,000 1,799,304 
Symphony CLO Ltd, Series 2015-16A, Class ER(2) (3) (4) (5) (8)LIBOR + 6106.34%10/15/20312,000,000 1,821,646 
Symphony CLO Ltd, Series 2020-23A, Class E(2) (3) (4) (5) (8)LIBOR + 7657.82%1/15/20342,300,000 2,329,659 
Voya CLO Ltd, Series 2013-1A, Class DR(2) (3) (4) (5) (8)LIBOR + 6486.72%10/15/20302,000,000 1,715,082 
West CLO Ltd, Series 2014-2A, Class E(2) (3) (4) (5) (8)LIBOR + 6046.27%1/16/20271,000,000 822,050 
Collateralized Loan Obligations Total (Cost of $45,111,913)$43,650,987 
Investments—Common Stock (0.6%)FootnotesIndustryUnits / SharesFair Value
Avenu Holdings LLC(5) (9) (10)Sovereign & Public Finance21,552 $43,130 
Internap Corporation(2) (3) (5) (9) (10)High Tech Industries237,679 157,225 
iQOR US, Inc.(2) (3) (5) (9) (10)Business Services55,976 713,694 
Mailgun Technologies, Inc.(5) (9) (10)High Tech Industries21,186 39,168 
Tank Holding Corporation(5) (9) (10)Capital Equipment200,000 221,090 
Unifrutti Investments Ltd., Golden Shares, Class A(2) (3) (5) (9) (10)Beverage, Food & Tobacco167 141,402 
Common Stock Total (Cost of $1,303,645)$1,315,709 
11


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENT OF INVESTMENTS (continued)
As of December 31, 2020
Investments—Corporate Bonds (5.8%)FootnotesIndustryInterest RateMaturity DatePar / Principal AmountFair Value
Secured (5.7%)
Air Canada Pass Through Trust, Series 2020-2, Class B(8)Aerospace & DefenseFIXED9.00%10/1/2025$1,520,000 $1,633,085 
British Airways Pass Through Trust, Series 2020-1, Class B(8)Aerospace & DefenseFIXED8.38%11/15/20281,000,000 1,107,860 
Cartiere Villa Lagarina S.p.A.(2) (3) (4) (5) (7)Containers, Packaging & GlassEURIBOR + 600, 5.50% PIK11.50%12/22/20252,400,000 2,858,661 
Digicel International Finance Ltd.(2) (3) (8)TelecommunicationsFIXED8.75%5/25/2024121,083 127,138 
Tolentino S.p.A.(2) (3) (4) (5) (7)Containers, Packaging & GlassEURIBOR + 600, 5.50% PIK11.50%12/22/2025900,000 1,071,998 
Unifrutti Financing Plc(2) (3) (5) (7)Beverage, Food & Tobacco7.50%, 1.00% PIK8.50%9/15/20261,616,040 1,929,814 
Unifrutti Financing Plc(2) (3) (5) (7)Beverage, Food & Tobacco11.00% PIK11.00%9/15/20263,820,894 4,452,155 
Secured Total (Cost of $12,601,615)13,180,711 
Unsecured (0.1%)
Digicel International Finance Ltd.(2) (3) (7) (8)Telecommunications6.00%, 7.00% PIK13.00%12/31/2025$64,191 $65,154 
Digicel International Finance Ltd.(2) (3) (8)TelecommunicationsFIXED8.00%12/31/202648,337 40,422 
Unsecured Total (Cost of $84,508)105,576 
Corporate Bonds Total (Cost of $12,686,123)$13,286,287 
Investments—Preferred Stock (0.8%)FootnotesIndustryInterest RateMaturity DateUnits / SharesFair Value
Drilling Info Holdings, Inc., Series B(5) (7)Energy: Oil & Gas13.50% PIK13.50%2/11/2028562,289 $551,043 
Unifrutti Investments Ltd.(2) (3) (5) (7)Beverage, Food & Tobacco11.00% PIK11.00%512 465,346 
Zippy Shell, Inc., Series A3(5) (9) (10)Commercial Services & Supplies31,025 799,980 
Preferred Stock Total (Cost of $1,797,924)$1,816,369 
Investments—Warrant (0.3%)FootnotesIndustryExpiration DateUnits / SharesFair Value
BLP Parent Corporation, Warrant Common Shares(5) (9) (10)Capital Goods10/9/203018 $8,538 
BLP Parent Corporation, Warrant Preferred Shares(5) (9) (10)Capital Goods10/9/203030 14,129 
Moneygram International, Inc., Warrants Call Exp 26Jun29(2) (3) (9) (10)Banking, Finance, Insurance & Real Estate6/26/2029110,687 603,798 
SEI Holding Corporation, Warrant Common Shares(5) (9) (10)Capital Goods10/9/203030 14,476 
SEI Holding Corporation, Warrant Preferred Shares(5) (9) (10)Capital Goods10/9/203051 24,570 
Warrant Total (Cost of $329,164)$665,511 
Total Investments, at Fair Value (Cost of $303,407,928) (1)130.8 %$301,213,639 
Net Other Assets (Liabilities)(30.8)%$(70,987,364)
Net Assets100.0 %$230,226,275 
12


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENT OF INVESTMENTS (continued)
As of December 31, 2020



(1) All of the Fund's Senior Loans and Collateralized Loan Obligations, Common Stocks, Corporate Bonds issued as 144A, Private Asset Backed Debt, Real Estate Debt and Warrants, if applicable, which as of December 31, 2020 represented 130.8% of the company's net assets or 94.7% of the company's total assets. Certain investments are subject to contractual restrictions on sales.
(2) The security position has been segregated as collateral against outstanding borrowings. See Note 6. Borrowings.
(3) All or a portion of this security is owned by OCPC Credit Facility SPV LLC (the “SPV”). See Note 1. Organization.
(4) Represents the interest rate for a variable or increasing rate security, determined as [Reference Rate + Basis-point spread]. Stated interest rate represents the "all-in" rate as of December 31, 2020. Reference Rates are defined as follows:
EURIBOREuro London Interbank Offered Rate
GBP LIBORBritish Pound Sterling London Interbank Offered Rate
LIBORLondon Interbank Offered Rate
LOCAs defined by respective Letter of Credit Agreement
(5) The value of this security was determined using significant unobservable inputs. See Note 3. Fair Value Measurement.
(6) The Fund has an unfunded commitment to fund delayed draw and/or revolving senior secured loans. See Note 7. Commitments and Contingencies.
(7) Interest or dividend is paid-in-kind, when applicable.
(8) Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under the guidelines established by the Board of Trustees. These securities amount to $45,637,618 or 19.8% of the Fund's net assets at period end.
(9) Non-income producing security.
(10) Security acquired in transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act, unless otherwise noted. As of December 31, 2020, the aggregate fair value of these securities is $2,781,200, or 1.2% of the Fund’s net assets.

13


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENT OF INVESTMENTS (continued)
As of December 31, 2020

As of December 31, 2020, the industry composition of investments at fair value, excluding investments in Collateralized Loan Obligations which account for 19.0% of net assets, was as follows:
IndustryFair Value% of Net Assets
Aerospace & Defense$18,823,693 8.2 %
Automotive10,352,450 4.5 
Banking, Finance, Insurance & Real Estate34,089,217 14.8 
Beverage, Food & Tobacco10,167,050 4.4 
Business Services12,763,999 5.6 
Capital Equipment221,090 0.1 
Capital Goods7,070,031 3.1 
Chemicals, Plastics & Rubber1,919,575 0.8 
Commercial Services & Supplies3,117,480 1.4 
Construction & Building1,508,671 0.7 
Consumer Services7,597,029 3.3 
Containers, Packaging & Glass18,435,795 8.0 
Durable Consumer Goods2,496,858 1.1 
Energy Equipment & Services1,984,950 1.0 
Energy: Oil & Gas10,242,345 4.4 
Environmental Industries6,024,429 2.6 
Healthcare & Pharmaceuticals16,373,393 7.1 
High Tech Industries12,531,133 5.4 
Hotel, Gaming & Leisure9,527,630 4.1 
Materials1,000,882 0.4 
Media: Advertising, Printing & Publishing2,402,309 1.0 
Media: Diversified & Production11,742,686 5.1 
Retail10,285,247 4.5 
Software26,997,869 11.7 
Sovereign & Public Finance3,870,474 1.7 
Telecommunications7,236,509 3.1 
Transportation: Cargo1,348,842 0.6 
Utilities981,621 0.4 
Wholesale6,449,395 2.8 
Total$257,562,652 111.9 %


See accompanying Notes to Consolidated Financial Statements.

14


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
As of December 31, 2020

December 31, 2020
ASSETS
Investments, at value (cost $303,407,928)$301,213,639 
Cash5,127,977 
Cash denominated in foreign currencies (cost of $550,752)586,832 
Receivables and other assets:
Interest2,776,010 
Investments sold (including paydowns)5,902,492 
Subscriptions receivable1,742,377 
Adviser reimbursement286,638 
Deferred offering costs21,017 
Other396,009 
Total assets$318,052,991 
LIABILITIES
Payables and other liabilities:
Secured borrowings$73,702,363 
Investments purchased 7,315,694 
Redemptions payable1,511,959 
Income distribution payable3,042,932 
Incentive fees payable840,623 
Interest payable on borrowings465,152 
Management fees payable256,203 
Due to Adviser94,210 
Trustees' fees and expenses payable29,979 
Transfer agent fees76,029 
Distribution and shareholder service plan fees7,291 
Other484,281 
Total liabilities87,826,716 
Net Assets$230,226,275 
COMPOSITION OF NET ASSETS
Par value of shares of beneficial interest$26,255 
Additional paid-in capital241,322,028 
Accumulated deficit(11,122,008)
Net Assets$230,226,275 

15


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
As of December 31, 2020

NET ASSET VALUE PER SHARENet Asset Value of Share ClassShares of Beneficial Interest OutstandingNet Asset Value per Share
Class A Shares:
Net asset value and redemption price per share$4,986,729 572,592 $8.71 
Maximum offering price per share (net asset value plus sales charge of 3.00% of offering price)1
$8.97 
Class I Shares:
Net asset value and redemption price per share$155,532,953 17,797,072 $8.74 
Class L Shares:
Net asset value and redemption price per share$2,779,443 319,485 $8.70 
Maximum offering price per share (net asset value plus sales charge of 3.50% of offering price)$9.00 
Class M Shares:
Net asset value and redemption price per share$4,703,902 537,930 $8.74 
Class N Shares:
Net asset value and redemption price per share$52,879,426 6,078,851 $8.70 
Class Y Shares:
Net asset value and redemption price per share$9,343,822 1,074,889 $8.69 
(1) The sales load for Class A shares decreased from 3.50% to 3.00% effective September 1, 2020.

See accompanying Notes to Consolidated Financial Statements.
16


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2020
For the Year Ended December 31, 2020
Investment Income
Interest Income$18,237,378 
Dividend96,788 
Other Income1,441,676 
Total Investment Income19,775,842 
Expenses
Management fees1,994,113 
Incentive fees2,725,899 
Distribution and service plan fees:
Class A6,635 
Class L12,188 
Class M (1)
9,873 
Class Y20,831 
Transfer and shareholder servicing agent fees:
Class A562 
Class I70,692 
Class L1,522 
Class M (1)
597 
Class N8,642 
Class Y5,229 
Shareholder communications:
Class A500 
Class I31,848 
Class L631 
Class M (1)
325 
Class N4,483 
Class Y2,280 
Interest expense and fees on borrowings1,680,804 
Legal, auditing and other professional fees1,605,861 
Custodian fees and expenses370,369 
Trustees' fees and expenses120,760 
Deal expenses13,330 
Other expenses43,659 
Total expenses8,731,633 
Less waivers and reimbursements of expenses(1,375,860)
Net expenses7,355,773 
Net Investment Income12,420,069 
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment transactions(7,008,803)
Foreign currency on line of credit(127,418)
Foreign currency transactions(4,318)
Net realized loss(7,140,539)
Net change in unrealized appreciation (depreciation) on:
Investment transactions4,809,321 
Foreign currency on line of credit(1,282,157)
Foreign currency transactions36,461 
Net change in unrealized appreciation (depreciation)3,563,625 
Net Increase in Net Assets Resulting from Operations$8,843,155 
(1) For the period from May 15, 2020 (inception of offering) through December 31, 2020.

See accompanying Notes to the Consolidated Financial Statements.
17


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended December 31, 2020 and December 31, 2019

Year Ended December 31, 2020Year Ended December 31, 2019
Operations
Net investment income$12,420,069 $9,664,137 
Net realized loss(7,140,539)(124,441)
Net change in unrealized appreciation (depreciation)3,563,625 (3,586,032)
Net increase in net assets resulting from operations8,843,155 5,953,664 
Dividends and/or Distributions to Shareholders
Class A(76,046)(39,148)
Class I(9,734,901)(9,213,348)
Class L(198,827)(68,810)
Class M (1)
(112,306)— 
Class N (2)
(1,550,378)(33,254)
Class Y(682,956)(442,864)
Total Dividends and/or Distributions to Shareholders(12,355,414)(9,797,424)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest:
Class A4,211,594 804,841 
Class I51,342,826 26,326,566 
Class L1,485,228 1,464,866 
Class M (1)
4,542,657 — 
Class N (2)
50,329,861 1,173,455 
Class Y1,769,445 8,182,670 
Net increase in Beneficial Interest Transactions113,681,611 37,952,398 
Net Assets
Total increase110,169,352 34,108,638 
Beginning of period120,056,923 85,948,285 
End of period$230,226,275 $120,056,923 
(1) For the period from May 15, 2020 (inception of offering) through December 31, 2020.
(2) For the year ended December 31, 2020 and for the period from April 18, 2019 (inception of offering) through December 31, 2019.

See accompanying Notes to Consolidated Financial Statements.
18


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2020

Year Ended December 31, 2020
Cash Flows from Operating Activities
Net increase in net assets from operations$8,843,155 
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchase of investment securities, net of change in payable for investments purchased(207,145,332)
Proceeds from disposition of investment securities (including paydowns), net of change in receivable for investments sold68,045,347 
Premium amortization16,245 
Discount accretion(735,232)
Net realized loss7,140,539 
Net change in unrealized appreciation/depreciation(3,563,625)
Change in assets:
Increase in other assets(285,213)
Increase in interest receivable(929,506)
Decrease in adviser reimbursement70,990 
Increase in deferred offering costs(21,017)
Change in liabilities:
Increase in other liabilities683,854 
Net cash used in in operating activities(127,879,795)
Cash Flows from Financing Activities
Proceeds from borrowings106,214,988 
Payments on borrowings(81,533,226)
Proceeds from shares sold, net of subscriptions receivable122,106,214 
Payments on shares redeemed, net of redemptions payable(11,029,592)
Cash distributions paid(9,397,092)
Net cash provided by financing activities126,361,292 
Effect of exchange rate changes on cash32,143 
Net decrease in cash(1,486,360)
Cash, beginning balance7,201,169 
Cash and foreign currency, ending balance$5,714,809 
Supplemental information:
Reinvestment of dividends and distributions$2,374,571 
Cash paid for interest on borrowings$1,519,404 

See accompanying Notes to Consolidated Financial Statements.
19


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED FINANCIAL HIGHLIGHTS

CLASS AYear Ended December 31, 2020Year Ended December 31, 2019
Period Ended December 31, 2018 (1)
Per Share Operating Data
Net asset value, beginning of period$9.29 $9.59 $10.00 
Income (loss) from investment operations:
Net investment income (2)
0.68 0.73 0.20 
Net realized and unrealized loss(0.62)(0.31)(0.37)
Total from investment operations0.06 0.42 (0.17)
Dividends and/or distributions to shareholders:
Dividends from net investment income(0.64)(0.72)(0.24)
Total Dividends and/or distributions to shareholders:(0.64)(0.72)(0.24)
Net asset value, end of period$8.71 $9.29 $9.59 
Total Return, at Net Asset Value (3)
1.22 %4.48 %(1.69)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)$4,987 $781 $10 
Average net assets (in thousands)$962 $429 $22,478 
Ratios to average net assets (4):
Net investment income8.14 %7.69 %3.60 %
Expenses, before waivers and reimbursements of expenses, excluding specific expenses listed below3.16 %7.56 %5.69 %
Interest and fees from borrowings1.15 %1.79 %0.41 %
Distribution and shareholder service fees0.69 %0.83 %0.84 %
Deal and incentive fees (5)
1.92 %2.22 %0.00 %
Total expenses6.92 %12.40 %6.94 %
Expenses after waivers and reimbursements of expenses (6)
5.76 %6.84 %3.50 %
Portfolio turnover rate37 %18 %%
(1) For the period from June 4, 2018 (commencement of operations) through December 31, 2018.
(2) Per share amounts calculated based on the average shares outstanding during the period.
(3) Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distribution or the redemption of fund shares.
(4) Annualized for periods less than one full year.
(5) Ratio is less than 0.005% for the period ended December 31, 2018.
(6) Expenses after waivers and reimbursements of expenses, excluding interest and fees from borrowings, distribution and shareholder service fees, was 2.00% of net assets on an annualized basis.

See accompanying Notes to Consolidated Financial Statements.

20


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)


CLASS IYear Ended December 31, 2020Year Ended December 31, 2019
Period Ended December 31, 2018 (1)
Per Share Operating Data
Net asset value, beginning of period$9.31 $9.58 $10.00 
Income (loss) from investment operations:
Net investment income (2)
0.73 0.80 0.22 
Net realized and unrealized loss(0.60)(0.28)(0.36)
Total from investment operations0.13 0.52 (0.14)
Dividends and/or distributions to shareholders:
Dividends from net investment income(0.70)(0.79)(0.28)
Total Dividends and/or distributions to shareholders:(0.70)(0.79)(0.28)
Net asset value, end of period$8.74 $9.31 $9.58 
Total Return, at Net Asset Value (3)
2.13 %5.48 %(1.54)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)$155,533 $108,714 $85,825 
Average net assets (in thousands)$115,133 $110,187 $84,627 
Ratios to average net assets (4):
Net investment income8.67 %8.31 %6.76 %
Expenses, before waivers and reimbursements of expenses, excluding specific expenses listed below2.96 %3.49 %5.16 %
Interest and fees from borrowings1.19 %1.63 %0.51 %
Deal and incentive fees1.91 %2.21 %1.25 %
Total expenses6.06 %7.33 %6.92 %
Expenses after waivers and reimbursements of expenses (5)
5.10 %5.84 %3.83 %
Portfolio turnover rate37 %18 %%
(1) For the period from September 4, 2018 (inception of offering) through December 31, 2018.
(2) Per share amounts calculated based on the average shares outstanding during the period.
(3) Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distribution or the redemption of fund shares.
(4) Annualized for periods less than one full year.
(5) Expenses after waivers and reimbursements of expenses, excluding interest and fees from borrowings, distribution and shareholder service fees, was 2.00% of net assets on an annualized basis.

See accompanying Notes to Consolidated Financial Statements.

21


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

CLASS LYear Ended December 31, 2020Year Ended December 31, 2019
Period Ended December 31, 2018 (1)
Per Share Operating Data
Net asset value, beginning of period$9.29 $9.59 $10.00 
Income (loss) from investment operations:
Net investment income (2)
0.69 0.76 0.21 
Net realized and unrealized loss(0.62)(0.31)(0.37)
Total from investment operations0.07 0.45 (0.16)
Dividends and/or distributions to shareholders:
Dividends from net investment income(0.66)(0.75)(0.25)
Total Dividends and/or distributions to shareholders:(0.66)(0.75)(0.25)
Net asset value, end of period$8.70 $9.29 $9.59 
Total Return, at Net Asset Value (3)
1.42 %4.79 %(1.67)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)$2,779 $1,421 $10 
Average net assets (in thousands)$2,438 $721 $10 
Ratios to average net assets (4):
Net investment income8.21 %8.00 %6.41 %
Expenses, before waivers and reimbursements of expenses, excluding specific expenses listed below2.94 %4.59 %119.98 %
Interest and fees from borrowings1.21 %1.81 %0.51 %
Distribution and shareholder service fees0.50 %0.48 %0.48 %
Deal and incentive fees1.92 %2.24 %1.18 %
Total expenses6.57 %9.12 %122.15 %
Expenses after waivers and reimbursements of expenses (5)
5.63 %6.53 %4.20 %
Portfolio turnover rate37 %18 %%
(1) For the period from June 4, 2018 (commencement of operations) through December 31, 2018.
(2) Per share amounts calculated based on the average shares outstanding during the period.
(3) Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distribution or the redemption of fund shares.
(4) Annualized for periods less than one full year.
(5) Expenses after waivers and reimbursements of expenses, excluding interest and fees from borrowings, distribution and shareholder service fees, was 2.00% of net assets on an annualized basis.

See accompanying Notes to Consolidated Financial Statements.
22


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

CLASS M
Period Ended
December 31, 2020 (1)
Per Share Operating Data
Net asset value, beginning of period$7.74 
Income (loss) from investment operations:
Net investment income (2)
0.38 
Net realized and unrealized gain1.12 
Total from investment operations1.50 
Dividends and/or distributions to shareholders:
Dividends from net investment income(0.50)
Total Dividends and/or distributions to shareholders:(0.50)
Net asset value, end of period$8.74 
Total Return, at Net Asset Value (3)
19.75 %
Ratios/Supplemental Data
Net assets, end of period (in thousands)$4,704 
Average net assets (in thousands)$2,053 
Ratios to average net assets (4):
Net investment income7.10 %
Expenses, before waivers and reimbursements of expenses, excluding specific expenses listed below3.35 %
Interest and fees from borrowings0.84 %
Distribution and shareholder service fees0.76 %
Deal and incentive fees1.67 %
Total expenses6.62 %
Expenses after waivers and reimbursements of expenses (5)
5.27 %
Portfolio turnover rate37 %
(1) For the period from May 15, 2020 (inception of offering) through December 31, 2020.
(2) Per share amounts calculated based on the average shares outstanding during the period.
(3) Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distribution or the redemption of fund shares.
(4) Annualized for periods less than one full year.
(5) Expenses after waivers and reimbursements of expenses, excluding interest and fees from borrowings, distribution and shareholder service fees, was 2.00% of net assets on an annualized basis.

See accompanying Notes to Consolidated Financial Statements.
23


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

CLASS NYear Ended December 31, 2020
Period Ended December 31, 2019 (1)
Per Share Operating Data
Net asset value, beginning of period$9.29 $9.72 
Income (loss) from investment operations:
Net investment income (2)
0.71 0.58 
Net realized and unrealized loss(0.60)(0.40)
Total from investment operations0.11 0.18 
Dividends and/or distributions to shareholders:
Dividends from net investment income(0.70)(0.61)
Total Dividends and/or distributions to shareholders:(0.70)(0.61)
Net asset value, end of period$8.70 $9.29 
Total Return, at Net Asset Value (3)
1.88 %1.86 %
Ratios/Supplemental Data
Net assets, end of period (in thousands)$52,879 $1,165 
Average net assets (in thousands)$16,166 $295 
Ratios to average net assets (4):
Net investment income8.43 %8.41 %
Expenses, before waivers and reimbursements of expenses, excluding specific expenses listed below2.89 %8.49 %
Interest and fees from borrowings0.98 %1.72 %
Deal and incentive fees1.81 %2.23 %
Total expenses5.68 %12.44 %
Expenses after waivers and reimbursements of expenses (5)
4.79 %5.95 %
Portfolio turnover rate37 %18 %
(1) For the period from April 18, 2019 (inception of offering) through December 31, 2019.
(2) Per share amounts calculated based on the average shares outstanding during the period.
(3) Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distribution or the redemption of fund shares.
(4) Annualized for periods less than one full year.
(5) Expenses after waivers and reimbursements of expenses, excluding interest and fees from borrowings, distribution and shareholder service fees, was 2.00% of net assets on an annualized basis.

See accompanying Notes to Consolidated Financial Statements.
24


CARLYLE TACTICAL PRIVATE CREDIT FUND
CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

CLASS YYear Ended December 31, 2020Year Ended December 31, 2019
Period Ended December 31, 2018 (1)
Per Share Operating Data
Net asset value, beginning of period$9.27 $9.57 $10.00 
Income (loss) from investment operations:
Net investment income (2)
0.71 0.78 0.22 
Net realized and unrealized loss(0.61)(0.31)(0.37)
Total from investment operations0.10 0.47 (0.15)
Dividends and/or distributions to shareholders:
Dividends from net investment income(0.68)(0.77)(0.28)
Total Dividends and/or distributions to shareholders:(0.68)(0.77)(0.28)
Net asset value, end of period$8.69 $9.27 $9.57 
Total Return, at Net Asset Value (3)
1.65 %5.08 %(1.58)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)$9,344 $7,976 $104 
Average net assets (in thousands)$8,317 $4,852 $59 
Ratios to average net assets (4):
Net investment income8.49 %8.17 %6.42 %
Expenses, before waivers and reimbursements of expenses, excluding specific expenses listed below2.96 %3.70 %25.35 %
Interest and fees from borrowings1.22 %1.79 %0.68 %
Distribution and shareholder service fees0.25 %0.24 %0.23 %
Deal and incentive fees1.93 %2.22 %2.25 %
Total expenses6.36 %7.95 %28.51 %
Expenses after waivers and reimbursements of expenses (5)
5.40 %6.25 %5.17 %
Portfolio turnover rate37 %18 %%
(1) For the period from September 4, 2018 (inception of offering) through December 31, 2018.
(2) Per share amounts calculated based on the average shares outstanding during the period.
(3) Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distribution or the redemption of fund shares.
(4) Annualized for periods less than one full year.
(5) Expenses after waivers and reimbursements of expenses, excluding interest and fees from borrowings, distribution and shareholder service fees, was 2.00% of net assets on an annualized basis.

See accompanying Notes to Consolidated Financial Statements.
25



CARLYLE TACTICAL PRIVATE CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2020

1. ORGANIZATION
Carlyle Tactical Private Credit Fund (together with its consolidated subsidiary, the “Fund”) is a Delaware statutory trust formed on December 13, 2017, and structured as an externally managed, non-diversified closed-end investment company. The Fund is managed by its Adviser, Carlyle Global Credit Investment Management L.L.C. (“CGCIM” or the “Adviser”), a wholly owned subsidiary of Carlyle Investment Management L.L.C. The Fund is registered under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment Company Act”) and operates as an interval fund. In addition, the Fund has elected to be treated, and intends to continue to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”). The Fund engages in a continuous offering of shares and will offer to make quarterly repurchases of shares at net asset value.
On June 4, 2018 (Commencement of Operations), the Fund completed its initial offering of shares of beneficial interest and subsequently commenced substantial investment operations. Effective November 4, 2019, the Fund changed its name from “OFI Carlyle Private Credit Fund” to “Carlyle Tactical Private Credit Fund”. Prior to October 24, 2019, the Fund’s Adviser was OC Private Capital, LLC, a joint venture between an affiliate of Invesco Ltd. and Carlyle Investment Management L.L.C., the parent company of CGCIM.
OCPC Credit Facility SPV LLC (the “SPV”) is a Delaware limited liability company that was formed on March 11, 2018. The SPV is a wholly owned subsidiary of the Fund and is consolidated in these consolidated financial statements commencing from the date of its formation, March 11, 2018.
The Fund’s investment objective is to produce current income. The Fund seeks to achieve its investment objective by opportunistically allocating its assets across a wide range of credit strategies. Under normal circumstances, the Fund will invest at least 80% of its assets in private credit instruments. The Fund will opportunistically allocate its investments in private credit instruments across any number of the following credit strategies: (a) liquid credit (including broadly syndicated loans); (b) direct lending (including first lien loans, second lien loans, unitranche loans and mezzanine debt); (c) opportunistic credit (including private credit solutions, special situations and market dislocations); (d) structured credit (including collateralized loan obligations, or “CLOs”); and (e) real assets (including liabilities secured by real assets). To a lesser extent, the Fund also may invest in distressed credit. The Fund may invest in additional strategies in the future. While some of the loans in which the Fund will invest pursuant to the foregoing may be secured, the Fund may also invest in debt securities that are either unsecured and subordinated to substantial amounts of senior indebtedness, or a significant portion of which may be unsecured. The Fund normally will invest in a number of different countries. There is no minimum or maximum limit on the amount of the Fund’s assets that may be invested in non-U.S. securities. The Fund’s portfolio composition is expected to change over time as the Adviser’s view changes on, among other things, the economic and credit environment (including with respect to interest rates) in which the Fund is operating.
The Fund may invest a substantial portion of its assets in loans to companies whose debt, if rated, is rated below investment grade, and, if not rated, would likely be rated below investment grade if it were rated (that is, below BBB- or Baa3, which is often referred to as “high yield” or “junk”). Exposure to below investment grade instruments involves certain risks, including speculation with respect to the borrower’s capacity to pay interest and repay principal.
To qualify as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to its shareholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. Pursuant to this election, the Fund generally does not have to pay corporate level taxes on any income that it distributes to shareholders, provided that the Fund satisfies those requirements.
26


CARLYLE TACTICAL PRIVATE CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Effective January 1, 2020, Foreside Fund Services, LLC (the “Distributor”) serves as the Fund’s principal underwriter and the distributor of the Fund’s shares. The Fund offers Class A, Class I, Class L, Class M, Class N, and Class Y shares. The Fund began offering Class M shares effective May 15, 2020. During the reporting period through July 30, 2020, the Fund’s shares were offered for sale monthly through its Distributor at the then-current net asset value ("NAV") plus any applicable sales load. Effective July 30, 2020, the Fund began offering shares on a daily basis starting August 1, 2020 for all of its share classes. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications directly attributable to that class. Class A, L, M and Y have separate distribution and/or service plans under which they pay fees. Class I and Class N do not pay such fees. The sales load payable by each investor depends upon the amount invested by the investor in the Fund, but may range from 0.00% to 3.50%.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The Fund is an investment company for the purposes of accounting and financial reporting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC 946”). The consolidated financial statements include the accounts of the Fund and its wholly owned subsidiary, the SPV. All significant intercompany balances and transactions have been eliminated. U.S. GAAP for an investment company requires investments to be recorded at fair value. The carrying value for all other assets and liabilities approximates their fair value.
The audited financial statements have been prepared in accordance with U.S. GAAP for annual financial information and pursuant to the requirements for reporting on Form N-CSR under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270 30e-1) and Article 6 of Regulation S-X. In the opinion of management, all adjustments considered necessary for the fair presentation of consolidated financial statements for the years presented have been included.
Allocation of Income, Expenses, Gains and Losses
Income, expenses (other than those attributable to a specific class), gains and losses are allocated to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.
As of December 31, 2020, class-specific expenses totaled $15,000 for Class N. Class-specific expenses such as distribution and service plan fees, transfer and shareholder servicing fees, and shareholder communications are broken out by class in the Consolidated Statement of Operations.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the process of applying the Fund’s accounting policies. Assumptions and estimates regarding the valuation of investments and their resulting impact on base management and incentive fees involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Actual results could differ from these estimates and such differences could be material.
27


CARLYLE TACTICAL PRIVATE CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Investments
Investment transactions are recorded as of the applicable trade date. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized appreciation or depreciation previously recognized, and includes investments charged off during the period, net of recoveries. Net change in unrealized appreciation or depreciation on investments as presented in the accompanying Consolidated Statement of Operations reflects the net change in the fair value of investments, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized. See Note 3 for further information about fair value measurements.
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits and highly liquid investments (e.g., money market funds, U.S. treasury notes) with original maturities of three months or less. Cash equivalents are carried at amortized cost, which approximates fair value. Cash and cash equivalents include cash held on deposit in Cash Collateral Accounts that serve as collateral for the borrowings under the SPV Credit Facility and would be applied to the amounts owed under the SPV Credit Facility in an event of default (See Note 6). The Fund’s cash and cash equivalents are held at one or more large financial institutions and cash held in such financial institutions may, at times, exceed the Federal Deposit Insurance Corporation insured limit.
Revenue Recognition
Interest from Investments
Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any.
The Fund has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statement of Operations. For the year ended December 31, 2020, the Fund earned $949,570 in PIK income included in interest income in the Consolidated Statement of Operations.
Other Income
Other income may include income such as consent, waiver, amendment, unused, syndication, arranger and prepayment fees associated with the Fund’s investment activities. Such fees are recognized as income when earned or the services are rendered. The Fund may receive fees for guaranteeing the outstanding debt of a portfolio company. Such fees are amortized into other income over the life of the guarantee. The unamortized amount, if any, is included in other assets in the accompanying Consolidated Statement of Assets and Liabilities.
Non-Accrual Income
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may not place a loan on non-accrual
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status if the loan has sufficient collateral value and is in the process of collection. As of December 31, 2020, all of the loans in the portfolio were performing and current on their interest payments.
SPV Credit Facility Related Costs, Expenses and Deferred Financing Costs (See Note 6, Borrowings)
The SPV closed on the credit agreement with Société Générale (the “SPV Credit Facility”) on June 28, 2018, which was subsequently amended to include HSBC Bank USA, National Association as a lender. Interest expense and unused commitment fees on the SPV Credit Facility are recorded on an accrual basis. Unused commitment fees are included in interest expense and fees on borrowings in the accompanying Consolidated Statement of Operations.
The SPV Credit Facility is recorded at carrying value, which approximates fair value.
Distribution and Shareholder Service Plan Fees
Distribution and Shareholders Service Plan Fees consist primarily of fees and expenses incurred in connection with the offering of shares, including legal, underwriting, printing and other costs, as well as costs associated with the preparation and filing of applicable registration statements. Distribution and Shareholder Service Plan Fees are charged against equity when incurred. The Fund offers its shares on a continual basis through the Distributor. Fees can be up to 0.85% of a class’ average monthly net assets. The fees are included in the Consolidated Statement of Operations.
Transfer Agent Fees
Transfer Agent Fees consist primarily of fees and expenses incurred in connection with electronic processing of client orders, fund transfers between clients and the Fund, client maintenance and documentation. The Fund pays the Transfer Agent a fee based on various factors, including number of accounts and filings. DST Systems, Inc. (the “Transfer Agent”) serves as the transfer agent for the Fund. Prior to May 15, 2020, Invesco Investment Services, Inc. served as the Transfer Agent to the Fund. Fees incurred with respect to these services are detailed in the Consolidated Statement of Operations.
Income Taxes
For federal income tax purposes, the Fund has elected to be treated as a RIC under the Code, and intends to make the required distributions to its shareholders as specified therein. In order to qualify as a RIC, the Fund must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Fund is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.
The minimum distribution requirements applicable to RICs require the Fund to distribute to its shareholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year (the “Annual Distribution Requirement”). Depending on the level of ICTI earned in a tax year, the Fund may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
In addition, based on the excise distribution requirements, the Fund is subject to a 4% nondeductible federal excise tax on undistributed income unless the Fund distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Fund that is subject to corporate income tax is considered to have been distributed. The Fund intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements.
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The Fund evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely than not” to be sustained by the applicable tax authority. The SPV is a disregarded entity for tax purposes and is consolidated with the tax return of the Fund. All penalties and interest associated with income taxes, if any, are included in income tax expense.
Due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.
Dividends and Distributions to Shareholders of Beneficial Interest
To the extent that the Fund has taxable income available, the Fund intends to make quarterly distributions to its common shareholders. Estimated dividends and distributions to shareholders of beneficial interest will accrue daily based on the day’s income and expense activity. Dividends and distributions to shareholders of beneficial interest are recorded on the record date executed at the pre-dividend reinvestment program NAV per share. The amount to be distributed is determined by the Board of Trustees 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.
The Fund has an “opt out” dividend reinvestment plan that provides for reinvestment of dividends and other distributions on behalf of the shareholder, other than those shareholders who have “opted out” of the plan. As a result of adopting the plan, if the Board of Trustees authorizes, and the Fund declares, a cash dividend or distribution, the shareholders who have not elected to “opt out” of the dividend reinvestment plan will have their cash dividends or distributions automatically reinvested in additional shares of the Fund’s shares of beneficial interest, rather than receiving cash. Each registered shareholder may elect to have such shareholder’s dividends and distributions distributed in cash rather than participate in the plan. For any registered shareholder that does not so elect, distributions on such shareholder’s shares will be reinvested by DST Systems, Inc., the Fund’s plan administrator, in additional shares. The number of shares to be issued to the shareholder will be determined based on the total dollar amount of the cash distribution payable, net of applicable withholding taxes.
Functional Currency
The functional currency of the Fund is the U.S. Dollar. Investments are generally made in the local currency of the country in which the investments are domiciled and are translated into U.S. Dollars with foreign currency translation gains or losses recorded within net change in unrealized appreciation (depreciation) on investments in the accompanying Consolidated Statement of Operations. Foreign currency translation gains and losses on non-investment assets and liabilities are separately reflected in the accompanying Consolidated Statement of Operations.
Recent Accounting Standards Updates
On June 16, 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU is intended to introduce new guidance for the accounting for credit losses on instruments within scope based on an estimate of current expected credit losses. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company adopted the new requirement starting with the quarter that began January 1, 2020. The adoption of this requirement did not have a material impact on the Company's consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.
3. FAIR VALUE MEASUREMENTS
The Fund applies fair value accounting in accordance with the terms of FASB ASC Topic 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the amount that would be exchanged to sell an asset or transfer a liability in an orderly transfer between market participants at the measurement date. The Fund values securities/instruments traded in active markets on the measurement date by multiplying the bid price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Fund may also obtain quotes with respect to certain of its investments, such as its securities/instruments traded in active markets and its liquid securities/instruments that are not traded in active markets, from pricing services, brokers, or counterparties (i.e., “consensus pricing”). When doing so, the Adviser determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. The Fund may use the quote obtained or alternative pricing sources may be utilized including valuation techniques typically utilized for illiquid securities/instruments.
Securities/instruments that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Adviser or the Fund’s Board of Trustees, does not represent fair value shall each be valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment and include comparable public market valuations, comparable precedent transaction valuations and/or discounted cash flow analyses. The Board of Trustees engages third-party valuation firms to provide independent prices on securities/instruments that are illiquid or for which the pricing source does not provide a valuation. The Adviser’s Valuation Committee (the “Valuation Committee”) reviews the assessments of the third-party valuation firms and provides any recommendations with respect to changes to the fair value of each investment in the portfolio and approves the fair value of each investment in the portfolio in good faith based on the input of the third-party valuation firms. If the Adviser reasonably believes a valuation from an independent valuation firm or pricing vendor is inaccurate or unreliable, the Adviser’s Valuation Committee will consider an “override” of the particular valuation. The Valuation Committee will consider all available information at its disposal prior to making a valuation determination.
All factors that might materially impact the value of an investment are considered, including, but not limited to the assessment of the following factors, as relevant:
the nature and realizable value of any collateral;
call features, put features and other relevant terms of debt;
the portfolio company’s leverage and ability to make payments;
the portfolio company’s public or private credit rating;
the portfolio company’s actual and expected earnings and discounted cash flow;
prevailing interest rates and spreads for similar securities and expected volatility in future interest rates;
the markets in which the portfolio company does business and recent economic and/or market events; and
comparisons to comparable transactions and publicly traded securities.
Investment performance data utilized are the most recently available financial statements and compliance certificate received from the portfolio companies as of the measurement date which in many cases may reflect a lag in information.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Because of the inherent uncertainty of valuation, these estimated values may differ significantly from the values that would have
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CARLYLE TACTICAL PRIVATE CREDIT FUND
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


been reported had a ready market for the investments existed, and it is reasonably possible that the difference could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the realized gains or losses on investments to be different from the net change in unrealized appreciation or depreciation currently reflected in the consolidated financial statements as of December 31, 2020.
U.S. GAAP establishes a hierarchical disclosure framework which ranks the level of observability of market price inputs used in measuring investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets generally have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.
Investments measured and reported at fair value are classified and disclosed based on the observability of inputs used in determination of fair values, as follows:
Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date. Financial instruments in this category generally include unrestricted securities, including equities and derivatives, listed in active markets. The Adviser does not adjust the quoted price for these investments, even in situations where the Fund holds a large position and a sale could reasonably impact the quoted price.
Level 2—inputs to the valuation methodology are either directly or indirectly observable as of the reporting date and are those other than quoted prices in active markets. Financial instruments in this category generally include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3—inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments in this category generally include investments in privately-held entities, collateralized loan obligations, and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.
Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. During the year ended December 31, 2020, there were transfers of $2,470,825 into Level 3 and $1,676,769 out of Level 3. Transfers into and out of Level 3 occurred due to the Fund’s policy to determine the fair value hierarchy based on available quoted prices in active markets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


The following table summarizes the Fund’s investments measured at fair value on a recurring basis by the above fair value hierarchy levels as of December 31, 2020:
As of December 31, 2020
Level 1Level 2Level 3Total
Assets
Corporate Loans
First Lien Debt$— $51,165,426 $108,842,549 $160,007,975 
Second Lien Debt— 10,174,357 60,019,431 70,193,788 
Unsecured— — 10,277,013 10,277,013 
Collateralized Loan Obligations— — 43,650,987 43,650,987 
Common Stock— — 1,315,709 1,315,709 
Corporate Bonds
Secured— 2,868,083 10,312,628 13,180,711 
Unsecured— 105,576 —