REGISTRATION STATEMENT |
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UNDER |
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THE SECURITIES ACT OF 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 4 |
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and |
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REGISTRATION STATEMENT |
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UNDER |
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THE INVESTMENT COMPANY ACT OF 1940 |
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Amendment No. 20 |
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Rajib Chanda, Esq. Christopher P. Healey, Esq. Jonathan H. Pacheco, Esq. Simpson Thacher & Bartlett, LLP 900 G Street, N.W. Washington, DC 20001 (202) 636-5500 |
Richard Horowitz Matthew Carter Matthew Barsamian Dechert LLP 1095 Avenue of the Americas New York, NY 10036 |
☐ | Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. |
☒ | Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan. |
☒ | Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. |
☐ | Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. |
☐ | Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
☐ | when declared effective pursuant to Section 8(c) of the Securities Act. |
☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment registration statement. |
☐ | This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-272426 |
☒ | Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)). |
☐ | Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). |
☐ | Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
☒ | A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). |
☐ | If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. |
☐ | New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
ITEM 25. |
FINANCIAL STATEMENTS AND EXHIBITS |
Part A | Financial Highlights. |
Part B | The Financial Statements and the notes thereto for the fiscal periods ended September 30, 2022 and March 31, 2023 are included in the Registrant’s Annual Report on Form N-CSR, filed electronically with the SEC on December 13, 2022 and the Semi-Annual Report on Form N-CSRS, filed with the SEC on May 30, 2023, respectively. |
1. |
Previously filed on May 3, 2011, as an exhibit to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
2. |
Previously filed on September 30, 2011, as an exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
3. |
Previously filed on January 28, 2019, as an exhibit to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
4. |
Previously filed on June 5, 2023, as an exhibit to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
5. |
Previously filed on January 13, 2023, as an exhibit to the Registrant’s Current Report on Form 8-K, and hereby incorporated by reference. |
6. |
Previously filed on July 17, 2023, as an exhibit to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
7. |
Previously filed on September 1, 2023, as an exhibit to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
8. |
Previously filed on October 6, 2023, as an exhibit to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
9. |
Previously filed on October 24, 2023, as an exhibit to Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
10. |
Previously filed on November 28, 2023, as an exhibit to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2, and hereby incorporated by reference. |
* | Filed herewith. |
** | To be filed by amendment. |
ITEM 26. |
MARKETING ARRANGEMENTS |
ITEM 27. |
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
ITEM 28. |
PERSONS CONTROLLED BY OR UNDER COMMON CONTROL |
ITEM 29. |
NUMBER OF HOLDERS OF SECURITIES |
Title of Class |
Number of Record Holders |
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Shares of Beneficial Interest |
147 |
ITEM 30. |
INDEMNIFICATION |
ITEM 31. |
BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER |
ITEM 32. |
LOCATION OF ACCOUNTS AND RECORDS |
ITEM 33. |
MANAGEMENT SERVICES |
ITEM 34. |
UNDERTAKINGS |
1. | Not applicable. |
2. | Not applicable. |
3. | (a) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b), if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(i) | if the Registrant is relying on Rule 430B: |
(ii) | that if the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than prospectuses relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness, provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; |
(i) | any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act; |
(ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants; |
(iii) | the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
(iv) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
4. | That for the purposes of determining any liability under the Securities Act: |
5. | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
6. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
7. | The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information. |
CARLYLE CREDIT INCOME FUND | ||
By: | /s/ Lauren Basmadjian | |
Name: Lauren Basmadjian | ||
Title: Principal Executive Officer, Trustee and Chair of the Board |
Signature |
Title |
Date | ||
/s/ Lauren Basmadjian Lauren Basmadjian |
Principal Executive Officer, Trustee and Chair of the Board | May 31, 2024 | ||
/s/ Nelson Joseph Nelson Joseph |
Principal Financial Officer, Principal Accounting Officer and Treasurer | May 31, 2024 | ||
/s/ Mark Garbin* Mark Garbin |
Trustee | May 31, 2024 | ||
/s/ Sanjeev Handa* Sanjeev Handa |
Trustee | May 31, 2024 | ||
/s/ Brian Marcus* Brian Marcus |
Trustee | May 31, 2024 | ||
/s/ Joan McCabe* Joan McCabe |
Trustee | May 31, 2024 |
* By: | /s/ Joshua Lefkowitz | |
Joshua Lefkowitz | ||
As Agent or Attorney-in-Fact |