Carlyle European Tactical Private Credit ELTIF

Summary of Key Risk Factors

The following is a summary of the principal risks of investing in Carlyle European Tactical Private Credit ELTIF ("ETAC") and is qualified in its entirety by the more detailed risk factors sections in the offering document. Capitalized terms not otherwise defined herein are as defined in the offering document.

Prospective investors should be aware that an investment in ETAC involves a high degree of risk and is suitable only for those investors for whom an investment in ETAC does not represent a complete investment program, and who fully understand ETAC’s strategy, characteristics and risks, including the use of borrowings to leverage investments. An investment should only be considered by persons who can afford a loss of their entire investment. Investors should consult with their own tax and legal advisors about the implications of investing in ETAC. ETAC's shares are offered for purchase exclusively through, and subject to the terms of, its offering document. No assurance can be given that ETAC's investment objectives will be achieved or that investors will receive a return of their capital.

Liquidity Risks. ETAC is designed primarily for long-term investors. An investor should not invest in ETAC the investor needs a liquid investment. Although ETAC, as a fundamental policy, will make quarterly offers to redeem up to 5% of its outstanding Shares at NAV (less costs), the number of Shares in respect of which an application to redeem is made may exceed the number of Shares that ETAC has offered to redeem, in which case not all of your Shares tendered will be redeemed. There are also circumstances in which quarterly redemptions may be suspended as described in the offering document. Hence, you may not be able to redeem your Shares when and/or in the amount that you apply for from time to time.

In exceptional circumstances and not on a systematic basis, ETAC may make exceptions to, modify or suspend, in whole or in part, the redemption program if in the AIFM’s reasonable judgment it deems such action to be in ETAC’s best interest and the best interest of ETAC’s investors, such as when redemptions of Shares would place an undue burden on ETAC’s liquidity, adversely affect ETAC’s operations, risk having an adverse impact on ETAC that would outweigh the benefit of redemptions of Shares or as a result of legal or regulatory changes. Material modifications, including any amendment to the 5% quarterly limitations on redemptions and suspensions of the redemption program will be promptly disclosed to Shareholders. If the redemption program is suspended, the AIFM will be required to evaluate on a monthly basis whether the continued suspension of the redemption program is in ETAC’s best interest and the best interest of ETAC’s investors.

There is no current public trading market for the Shares, and it is not expected that such a market will ever develop. Therefore, redemption of Shares by ETAC will likely be the only way for you to dispose of their Shares. ETAC expects to redeem Shares at a price equal to the applicable NAV as of the Redemption Day and not based on the price at which you initially purchased their Shares. Subject to limited exceptions, Shares redeemed within one year of the date of issuance will be redeemed at 98% of the applicable NAV as of the Redemption Day. As a result, you may receive less than the price you paid for the Shares when the Shares are redeemed.

The vast majority of ETAC’s assets are expected to consist of investments that cannot generally be readily liquidated without impacting ETAC’s ability to realize full value upon their disposition. Therefore, ETAC may not always have a sufficient amount of cash to immediately satisfy redemption requests. As a result, your ability to have your Shares redeemed by ETAC maybe limited and at times they may not be able to liquidate their investment.

Potential Conflicts of Interest. There may be occasions when ETAC and its affiliates and its advisors will encounter potential conflicts of interest in connection with its activities including, without limitation, the allocation of investment opportunities and when deciding to outsource certain services required by ETAC. There can be no assurance that ETAC and its affiliates will identify or resolve all conflicts of interest in a manner that is favourable to ETAC.

Foreign Currency Risks. A significant portion of ETAC's investments (and the income and gains received by ETAC in respect of such investments) may be denominated in currencies other than the Euro. However, the books of ETAC will be maintained, and contributions to and distributions from ETAC will generally be made, in Euros. Accordingly, changes in foreign currency exchange rates and exchange controls may materially adversely affect the value of the investments and the other assets of ETAC.

Highly Competitive Market for Investment Opportunities. The activity of identifying, managing, monitoring, completing and realizing attractive investments is highly competitive and involves a high degree of uncertainty. The availability of investment opportunities generally will be subject to market conditions, and ETAC expects to encounter competition from other entities having similar or overlapping investment objectives and others pursuing the same or similar opportunities. There can be no assurance that ETAC will be able to locate, complete and exit investments that satisfy ETAC’s rate of return objective or realize upon their values or that it will be able to invest fully its available capital.

Reliance on Key Personnel. The success of ETAC depends in substantial part on the skill and expertise of Carlyle professionals, including the credit team and those currently employed or engaged by the Portfolio Manager and the Investment Adviser. There can be no assurance that the Carlyle professionals will continue to be employed by Carlyle throughout the duration of ETAC. The loss of Carlyle professionals could have a material adverse effect on ETAC.

No Assurance of Investment Return. The performance of the Shares depends on the performance of the investments of ETAC, which may increase or decrease in value. The past performance of the Shares is not an assurance or guarantee of future performance. The value of the Shares at any time could be significantly lower than the initial investment and investors may lose a portion or even the entire amount originally invested. Investment objectives express an intended result only. The Shares do not include any element of capital protection and ETAC gives no assurance or guarantee to any investors as to the performance of the Shares. Depending on market conditions and a variety of other factors outside the control of ETAC, investment objectives may become more difficult or even impossible to achieve.

Market Conditions. The success of ETAC's activities will be affected by general economic and market conditions. ETAC 's investment strategy and the availability of opportunities satisfying ETAC's risk-adjusted return parameters relies in part on observable trends and conditions in the financial markets and in some cases the improvement of such conditions. Trends and historical events do not imply, forecast or predict future events and, in any event, past performance is not necessarily indicative of future results. There can be no assurance that the assumptions made, or the beliefs and expectations currently held by ETAC's advisor will prove correct and actual events and circumstances may vary significantly.

Absence of recourse. The articles of association, the offering document and the agreements entered into by ETAC with its service providers (including the AIFM, the Portfolio Manager and the Investment Advisers) include indemnification and other provisions that will limit the circumstances under which the AIFM, the Portfolio Manager, the Investment Advisers and others can be held liable to ETAC. Additionally, certain service providers to ETAC, the AIFM, the Portfolio Manager, the Investment Advisers and their respective affiliates and other persons, including, without limitation, placement agents and finders, may be entitled to indemnification (in certain cases on terms more favourable to them than those available to indemnified parties generally). As a result, investors may have a more limited right of action in certain cases than they would in the absence of such limitations.

Use of Leverage. ETAC intends to employ leverage to achieve its investment objective and may consider other potential uses in the future. Borrowings by ETAC will further diminish returns (or increase losses on capital) to the extent overall returns are less than ETAC's cost of funds. Such debt exposes ETAC to refinancing, recourse and other risks. As a general matter, the presence of leverage can accelerate losses.

Valuation Matters. The fair value of all investments or of property received in exchange for any investments will be determined by the AIFM in accordance with the Articles of Association and the offering document. Accordingly, the carrying value of an investment may not reflect the price at which the investment could be sold in the market, and the difference between carrying value and the ultimate sales price could be material.

SFDR. It is intended that ETAC should fall within the scope of Article 8 of Regulation (EU) 2019/2088 on sustainability related disclosures in the financial services sector (“SFDR”), but ETAC does not commit to making any “sustainable investments” within the meaning of Article 2(17) of the SFDR.

Investors should carefully consider the investment objective, risks, charges and expenses of ETAC before investing. This and other important information about ETAC is in the offering document which should be read carefully before investing.

ETAC is distributed by Carlyle Global Credit Investment Management L.L.C.

Notice to all prospective investors. Neither the marketing communication on this website nor any copy of it may be taken or transmitted into any country where the distribution or dissemination is prohibited. the marketing communication on this website is being furnished to you on a confidential basis and solely for your information and may not be reproduced, disclosed, or distributed to any other person. The information, tools and materials represented in the marketing communication on this website are provided to you for information purposes only and are not to be used or considered as an offer or the solicitation of an offer to sell or to buy or subscribe for securities or any other financial instruments. Carlyle has not taken any steps to ensure that the securities referred to in this document are suitable for any particular investor and will not treat recipients as its customers by virtue of their receiving this document.

Notice to residents in the United Kingdom. In the United Kingdom, the marketing communication on this website has been distributed by CELF Advisors LLP and the marketing communication on this website is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, or (iii) any other person to whom it may lawfully communicated, (all such persons together being referred to as "relevant persons"). Any investment to which the marketing communication on this website relates is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Transmission of this information to any other person in the U.K. is unauthorized and may contravene the Financial Services and Markets Act of 2000.

CELF Advisors LLP is not acting for you and does not regard you as a customer or a client. It will not be responsible to you for providing protections afforded to clients of Carlyle or be advising you on the relevant transaction.

The Fund is an unregulated collective investment scheme as defined in the Financial Services and Markets Act 2000 of the United Kingdom ("FSMA 2000"). The Fund has not been authorized, or otherwise recognized or approved by the UK Financial Conduct Authority ("FCA") and. as an unregulated scheme, it accordingly cannot be promoted in the United Kingdom ("UK”) to the general public.

In the UK, the contents of the marketing communication on this website have not been approved by an authorized person within the meaning of section 21 of FSMA 2000. Approval is required unless an exemption applies under section 21 of FSMA 2000. Reliance on the marketing communication on this website for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all the property or other assets invested. The marketing communication on this website will only be communicated to persons to whom a financial promotion can be made lawfully by an unauthorized person (without prior approval of an authorized person) pursuant to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "FRO") and then, if made by an authorized person, only where it can also be made under the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (as amended) (the "PCISO"). It will therefore only be communicated to:

(a)    persons believed on reasonable grounds to fall within one of the categories of "investment professionals" as defined in Article 19(5) of the FRO and Article 14 PCISO;

(b)    persons believed on reasonable grounds to be "high net worth companies, unincorporated associations etc" within the meaning of Article 49 of the FRO and Article 22 PCISO: and

(c)    persons to whom the marketing communication on this website may otherwise lawfully be provided in accordance with FSMA 2000. and the FPO (as amended).

Any person who is in any doubt about the investment to which the marketing communication on this website relates should consult an authorized person specialized in advising on investments of the kind in question. Transmission of the marketing communication on this website to any other person in the UK is unauthorized and may contravene FSMA 2000.

Carlyle Global Credit Investment Management LLC ("CGCIM") will manage the global distribution of this offering in accordance with the terms of the amended and restated placement agreement between CIM Europe, S.à r.l. (the "AIFM") and  CGCIM in respect of the Fund (registered name: Carlyle Private Markets S.A. SICAV-UCI Part II; incorporated in Luxembourg; RCS number: B274623; registered office: 9, rue de Bitbourg, L-1273, Luxembourg, Grand Duchy of Luxembourg).

Notice to the residents of EEA Members States. The marketing communication on this website are not contractually binding. Please refer to the offering document of ETAC and do not base any final investment decision on this communication alone. In relation to each member state of the EEA (each a "Member State") which has implemented the alternative investment fund managers directive (Directive (2011/61/EU)) ("AIFMD") (and for which transitional arrangements are not available), the information on this website may only be distributed and shares in ETAC may only be offered or placed in a Member State to the extent that: (1) ETAC is permitted to be marketed to professional investors in the relevant Member State in accordance with the AIFMD (as implemented into the local law/regulation of the relevant Member State); or (2) the information on this website may otherwise be lawfully distributed and the shares may otherwise be lawfully offered or placed in that Member State (including at the exclusive initiative of the investor).

Marketing of the Fund's shares to retail investors within the meaning of Directive 2014/65/EU of 15 May 2014 on markets and financial instruments and Regulation (EU) No 600/2014 of May, 15 2014 on markets and financial instruments ("Retail Investors") must be made in accordance with the requirements of Regulation (EU) 2015/760 of the European Parliament and of the Council of 29 April 2015 on European long-term investment funds, as amended by the Regulation (EU) 2023/606, (the "ELTIF Regulation"). In particular, an assessment of suitability will be carried out with respect to Retail Investors in accordance with Article 25 (2) of MiFID II and a statement on suitability will be communicated to Retail Investors in accordance with Article 25 (6), paragraphs 2 and 3 of MiFID II. The explicit consent of the Retail Investors indicating they understand the risks of investing in the Fund shall be obtained where all following conditions are met:

(a)    the assessment of suitability is not provided in the context of investment advice;

(b)    the Fund is considered not suitable on the basis of the assessment conducted under paragraph (a) above; and

(c)    the Retail Investor wishes to proceed with the transaction despite the fact that the relevant Sub-Fund is considered not suitable for such investor.

Furthermore, in accordance with the ELTIF Regulation, in the event the Fund is marketed to Retail Investors, facilities will be made available for making subscriptions, making payments to shareholders, repurchasing or redeeming Shares and for making available the information the relevant Fund and the AIFM are required to provide under the ELTIF Regulation. In particular, appropriate procedures and arrangements for dealing with complaints submitted by Retail Investors in one of the official languages of the Retail Investors' country shall be established.

For the avoidance of doubt, marketing to retail clients may take place, but only where this is permitted under applicable local law and to the extent that (where required) a PRIlPs KID has been made available to any Retail Investors.

Notice to the residents of Germany. The information on this website has not been verified by the German Federal Financial Supervisory Authority (Bundesanstalt Für Finanzdienstleistungsaufsicht, ("BAFIN")). The Shares may only be marketed or acquired within Germany in accordance with the German Capital Investment Act (Kapitalanlagegesetzbuch, ("KAGB")) and any laws and regulations applicable in Germany governing the issue, offering, marketing and sale of the Shares.

As the Fund qualifies as an ELTIF in accordance with the requirements of the ELTIF Regulation, the Shares may be marketed in Germany, directly or indirectly, to German private investors as defined in the KAGB.

Prospective German investors are strongly advised to consider possible tax consequences of an investment in the fund and should consult their own tax advisors in that respect.

Notwithstanding the references to any compartment or fund vehicle other than Carlyle European Tactical Private Credit ELTIF or any interest in any such compartment or vehicle other than Carlyle European Tactical Private Credit ELTIF in marketing communication on this website, no interest other than the Shares are being offered hereby to prospective German investors. To the extent that marketing communication on this website provides information on compartments or fund vehicles other than Carlyle European Tactical Private Credit ELTIF, such information is for investor disclosure purposes only. The interests in any such compartment or other fund vehicle must not be marketed in Germany within the meaning of § 293 para. 1 KAGB.

Notice to the residents of Italy. The information on this website is addressed to professional investors as defined in the Italian Consolidated Law on Finance no. 58 of February 24, 1998, as amended from time to time (the "FCA") and in the regulations of the commissione nazionale per le società e la borsa ("CONSOB") issued pursuant to it, in accordance with the framework of Directive 2014/65/EU of 15 May, 2014 on Markets and Financial Instruments and Regulation (EU) No 600/2014 of 15 May, 2014 on Markets and Financial Instruments.

As the Fund qualifies as an ELTIF, the Shares may be marketed to Retail Investors accordance with the requirements of the ELTIF Regulation.

The addressee acknowledges and confirms the above and hereby agrees not to circulate marketing communication on this website in Italy unless expressly permitted by, and in compliance with, applicable law.

In addition, any investor will be required to agree and represent that any on-sale or offer of any Share by such investor (in accordance with the Fund’s documents) shall be made in compliance with all applicable laws and regulations.

In addition, any investor will be required to agree and represent that any on-sale or offer of any share by such investor (in accordance with ETAC's documents) shall be made in compliance with all applicable laws and regulations.

Notice to the residents of Monaco. Shares in the Fund may not be offered or sold, directly or indirectly, to investors in Monaco other than by a duly authorized intermediary. Such intermediaries being banks and financial activities companies duly licensed by the “Commission de Contrôle des Activités Financières” (CCAF) by virtue of Law n°1.338 of September 7th, 2007 and authorised under Law n° 1.144 of July 26th, 1991.

In addition, the Shares in the Fund may be offered or sold to: i) institutional investors (pension funds, the government, the sovereign fund, the Prince's Foundation, banks, CCAF regulated entities and insurance companies); ii) investors who have raised enquiries of their own initiative (on cross border and reverse solicitation basis); and iii) existing clients of relevant entities (on a cross-border basis). The distribution of this document is restricted accordingly.

By accepting marketing material on this website, recipients warrant that they are fluent in English and expressly waive the possibility of a French translation of this document. Les destinataires du présent document reconnaissent être à même d’en prendre connaissance en langue anglaise et renoncent expressément à une traduction française.

Notice to prospective investors in Switzerland. Switzerland – General Information. Marketing material on this website does not constitute a prospectus pursuant to the Collective Investment Schemes Act dated 23 June 2006 as amended (the "CISA") or the Financial Services Act dated 15 June 2018 as amended (the "FinSA") and may not comply with the information standards required thereunder. The Shares in the Fund will not be listed on the SIX Swiss Exchange or another Swiss Exchange and consequently the information presented in marketing material on this website does not necessarily comply with the standards set out in the relevant listing rules.

The documentation of the Fund has not been approved by the Swiss Financial Market Supervisory Authority ("FINMA") for distribution to non-qualified investors. The Fund only can be offered to Institutional and Professional Investors within the meaning of Art. 4 (3)-(5) FINSA, as well as HNWI, private investment structures created for them with opting-out as defined in Article 5 Paragraph 1 FinSA and retail investors within the meaning of Art. 103ter CISA (Qualified Investors). Investors do not benefit from supervision by FINMA. An investment in the Fund is therefore only available to, and any advertising is only directed at, institutional and professional clients according to FINSA and retail investors within the meaning of Art. 103ter CISA. Therefore, an investment in the Fund may carry higher levels of risk. Marketing material on this website may only be used by those persons to whom it has been delivered in connection with the shares of the Fund and may neither be copied, directly/indirectly distributed, nor made available to other persons. Marketing material on this website does not constitute investment advice.

The Representative in Switzerland is:

Société Générale Paris, Zürich Branch 
Talacker 50 
P.O. Box 5070 
CH-8021 Zürich, Switzerland

The Paying Agent in Switzerland is:

Société Générale Paris, Zürich Branch 
Talacker 50 
P.O. Box 5070 
CH-8021 Zürich, Switzerland