CARLYLE CREDIT INCOME FUND Item 5.07 Submission of Matters to a Vote of Security Holders.
The matters approved by shareholders as described below will not take effect
unless certain subsequent conditions are met. These conditions are described in
detail in a Transaction Agreement that was filed as Exhibit 10.1 to Form 8-K on
At a Special Meeting of Shareholders of
Broker
Nominee For Withheld Non-Votes
Mark Garbin 5,492,465.696 560,823.759 0
Sanjeev Handa 5,489,495.046 563,794.409 0
Joan McCabe 5,476,196.831 577,092.624 0
Brian Marcus 5,458,933.338 594,356.117 0
Lauren Basmadjian 5,475,586.509 577,702.946 0
At a Special Meeting of Shareholders of the Fund held on
Proposals For Against Abstentions To approve an investment advisory agreement between the Fund and a new investment adviser, 5,587,117.979 601,839.917 11,626.045Carlyle Global Credit Investment Management L.L.C. To approve a change in the Fund's classification from a diversified investment 5,574,514.322 605,410.520 20,659.099 company to a non-diversified investment company. To approve a change in the Fund's industry concentration policy from concentrated in the 5,582,105.686 603,430.655 15,047.600 mortgage-related industry to non-concentrated. To approve a change in the Fund's Declaration of Trust that would increase the shareholder 5,503,242.095 682,476.063 14,865.783 approval threshold in a contested Trustee election to a majority of shares outstanding. To approve a change to the Fund's Declaration of Trust to require shareholders representing at least 10% of shares to join in a derivative 5,461,116.474 706,796.674 32,670.793 action when the demand on the Board is not excused. To approve a change to the Fund's Declaration of Trust to add a Delaware state court 5,486,806.308 698,682.335 15,095.298 exclusive jurisdiction clause. To approve a change to the Fund's Declaration of Trust stating that the Fund may only be 5,354,312.722 833,016.407 13,254.812 dissolved upon approval of at least 80% of the Trustees. To approve certain vote threshold changes to the Declaration of Trust as follows. To approve certain merger or similar transaction conditions such that a merger or similar transactions with a Principal Shareholder shall require approval from a majority of the Trustees then in office and the affirmative vote of at least 75% of the outstanding Shares, excluding the Shares held by a Principal Shareholder party to the proposed transaction. Notwithstanding the above, approval of a 5,348,914.218 839,615.536 12,054.187 majority of the Trustees then in office and 75% of the Continuing Trustees (those who have been on the board for at least 36 months or was nominated by a majority of Trustees serving for at least such time when nominated) would not require shareholder approval. Additionally, if at least 80% of the Trustees have approved a memorandum of understanding with the Principal Shareholder regarding a proposed transaction, only a Majority Shareholder Vote shall be required. To approve increase to shareholder vote threshold to approve changes to Declaration of Trust as follows. No amendment may be made to Section 2.1 (Number and Qualification of Trustees), Section 2.2 (Term and Election of Trustees), Section 2.3 (Resignation and Removal of Trustees), Section 11.2(a)(Dissolution), Section 11.3 (Amendment Procedure), Section 11.4 (Merger, Consolidation and Sale of Assets) or Section 11.6 (Certain Transactions with Principal Shareholders) and no amendment that would change any rights with respect to any shares of the Fund by reducing the amount payable thereon upon liquidation of the Fund or by diminishing or eliminating any voting rights pertaining thereto except after a majority of 5,308,809.395 872,017.832 19,756.714 the Trustees have approved a resolution therefor, and at least 75% of the outstanding shares have approved, unless the amendment was approved by 80% of the Trustees, in which case approval by a Majority Shareholder Vote is required. A "Majority Shareholder Vote" shall mean a vote of "a majority of the outstanding voting securities," as such term is defined in the 1940 Act. Nothing contained in the Declaration of Trust shall permit the amendment of the Declaration of Trust to impair the exemption from personal liability of the shareholders, Trustees, officers, employees and agents of the Fund or to permit assessments upon shareholders. To approve of all other changes to the Fund's Declaration of Trust not addressed in Proposals 5,502,474.755 672,604.122 25,505.064 5-10. To approve Amended and Restated By-Laws for the 5,523,156.655 651,100.890 26,326.396 Fund.
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