Annual Report for Fiscal Year Ending December 31, 2023 (Form 10-K)

10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

in

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2023

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 814-01069

TCW DIRECT LENDING LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	46-5327366
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
200 Clarendon Street, Boston, MA	02116
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, Including Area Code: (617) 936-2275

Not applicable

Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	Not applicable	Not applicable

Securities registered pursuant to Section 12(g) of the Act:

Common Limited Liability Company Units

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-Accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒

Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

As of December 31, 2023, there was noestablished public market for the Registrant's common units.

The number of the Registrant's common units outstanding at March 28, 2024 was 18,034,649.

Documents Incorporated by Reference

Auditor Firm Id: 34Auditor Name: Deloitte & Touche LLPAuditor Location: Los Angeles, California, United States of America

TCW DIRECT LENDING LLC

FORM 10-K FOR THE YEAR ENDED December 31, 2023

Table of Contents

	INDEX	PAGE NO.
PART I.
Item 1.	Business	1
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	28
Item 1C.	Cybersecurity	28
Item 2.	Properties	30
Item 3.	Legal Proceedings	30
Item 4.	Mine Safety Disclosure	30
PART II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	Selected Financial Data	30
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A.	Quantitative and Qualitative Disclosures About Risk	44
Item 8.	Financial Statements and Supplementary Data	45
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	45
Item 9A.	Controls and Procedures	45
Item 9B.	Other Information	45
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	46
Item 11.	Executive Compensation	46
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters	46
Item 13.	Certain Relationships and Related Transactions, and Director Independence	46
Item 14.	Principal Accountant Fees and Services	46
PART IV.
Item 15.	Exhibits, Financial Statement Schedules	47

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "would," "should," "targets," "projects," and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation:

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 as amended (the "1934 Act"), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this report because we are regulated under the 1940 Act as an investment company.

PART I

In this annual report on Form 10-K, except as otherwise indicated, the terms:

"TCW Direct Lending LLC" refers to TCW Direct Lending LLC, a Delaware limited liability company.

The "Adviser" refers to TCW Asset Management Company LLC, a Delaware limited liability company.

For simplicity, this report uses the terms "Company," "we," "us," and "our" to include TCW Direct Lending LLC and where appropriate in the context, its wholly-owned subsidiaries.

Item 1. Business

Our Company

We are a direct lending investment company that seeks to generate attractive risk-adjusted returns primarily through direct investments in senior secured loans to middle market companies or other issuers. We are managed by the private credit team (the "Private Credit Team" fka the "Direct Lending Team") of the Adviser, a group of investment professionals that will use the same investment strategy employed by the Private Credit Team over the past 23 years.

We are primarily focused on investing in senior secured debt obligations, although there may be occasions where the investment may be unsecured. We may also consider an equity investment as the primary security, in combination with a debt obligation, or as part of a total return strategy. Our investments are in corporations, partnerships or other business entities. Additionally, in certain circumstances, we may co-invest with other investors and/or strategic partners through indirect investments in portfolio companies through a joint venture vehicle, partnership or other special purpose vehicle (each, an "Investment Vehicle"). While we invest primarily in U.S. companies, there are certain instances where we invested in companies domiciled elsewhere.

The issuers in which we invest are typically highly leveraged, and, in most cases, these investments are not rated by any rating agency. If these investments were rated, we believe that they would likely receive a rating from a nationally recognized statistical rating organization of below investment grade, which is often referred to as "junk." Exposure to below investment grade securities involves certain risks, and those securities are viewed as speculative with respect to the issuer's capacity to pay interest and repay principal.

We were formed on April 1, 2014 as a limited liability company under the laws of the State of Delaware. Investment operations commenced on September 19, 2014 (the "Initial Closing Date") when we issued limited liability company units (the "Common Units") to persons not affiliated with the Adviser. We have elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). We have also elected to be treated for U.S. Federal income tax purposes as a regulated investment company (a "RIC") under Subchapter M of the U.S Internal Revenue Code of 1986, as amended (the "Code") for the taxable year ending December 31, 2015 and subsequent years. We are required to continue to meet the minimum distribution and other requirements for RIC qualification.

Because we are a RIC under the Code, our portfolio is subject to diversification and other requirements. As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in "qualifying assets," source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest. In addition to those diversification requirements, we will not invest more than 10% of investors' aggregate capital commitments to us through the Common Units (the "Commitments") in any single portfolio company.

As of December 31, 2023, we have two wholly-owned subsidiaries - TCW DL VI Funding I, LLC and TCW DL CTH, LLC each a Delaware limited liability company and each designed to hold an equity investment of ours.

We borrow money from time to time, but as a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which will include all of our borrowings and any preferred units (the "Preferred Units") that we may issue in the future, of at least 200%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of proposed borrowings as well as the risks of such borrowings compared to our investment outlook. The use of borrowed funds or the proceeds of Preferred Units issued by the Company to make investments would have its own specific set of benefits and risks, and all of the costs of borrowing funds or issuing preferred stock would be borne by the holders of the Common Units (each, a "Common Unitholder" and together with holders of the Preferred Units the "Unitholders" or "Members"). See "Item 1A. Risk Factors-Borrowing Money."

The Adviser

Our investment activities are managed by the Adviser, which is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Subject to the overall supervision of our board of directors, the Adviser manages our day-to-day operations and provides investment advisory and management services to us pursuant to the investment advisory and management agreement (the "Advisory Agreement") by and between the Adviser and us.

The Adviser is a Delaware limited liability company registered with the SEC under the Advisers Act, and has been since 1970. The Adviser is a wholly owned subsidiary of The TCW Group, Inc. (the "TCW Group"); and together with its affiliated companies ("TCW") manages or has committed to manage approximately $210 billion of assets as of December 31, 2023. Such assets are managed in various formats, including managed accounts, funds, structured products and other investment vehicles.

The Adviser is responsible for sourcing investment opportunities, conducting industry research, performing diligence on potential investments, structuring our investments and monitoring our portfolio companies on an ongoing basis.

Our assets are managed by the Adviser's Private Credit Team. The Private Credit Team joined the TCW Group in December 2012. The Private Credit Team was previously with Regiment Capital Advisors, LP, an independent investment manager based in Boston, Massachusetts. TCW Direct Lending LLC is the Private Credit Team's sixth fund. The Private Credit Team is led by Richard Miller and currently includes a group of dedicated investment professionals who have substantial investing, corporate finance, and merger and acquisition expertise and also significant experience in leveraged transactions, high yield financings and restructurings.

Investment Strategy and Opportunity

We provide private capital to middle market companies operating in a broad range of industries primarily in the United States. As our investment period has ended, we will not originate new loans, but may increase credit facilities to existing borrowers or affiliates. Our highly negotiated, private investments include senior secured loans, unsecured senior loans, subordinated and mezzanine loans, convertible securities, equity securities, and equity-linked securities such as options and warrants. However, historically, our investment bias was towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments. We compensate for the inherent lack of liquidity in our private investments by seeking returns that are higher than those of similar, but more liquid, investments. We consider financings for many different purposes, including corporate acquisitions, growth opportunities, liquidity needs, rescue situations, recapitalizations, DIP loans, bridge loans and Chapter 11 exits. As a result, we may invest in companies that are experiencing, or are likely to experience, operational, capital structure, liquidity and/or other financial difficulties. These investments can be subject to greater credit and liquidity risks, and could be more prone to default.

Investment Strategy

The Private Credit Team applies its investment philosophy, strategy and approach to the management of the portfolio. The conditions of the economy or capital markets will not be used as an absolute indicator of the relative

attractiveness of an investment opportunity considered. Rather, the investment must provide for adequate return relative to the risk assumed, regardless of the economic or capital market environment.

We pursue our investment objectives by adhering to a proactive strategy of exerting influence throughout each stage of the investment process from origination to exit. The tactics utilized in this strategy are paramount to our success and include selective origination, rigorous due diligence, customized structuring and active monitoring of the investment portfolio.

Selective Origination

The Private Credit Team has a long-term presence in the private capital markets and, as a result, has developed an extensive network of strategic relationships. These relationships include capital market intermediaries such as broker-dealers, investment bankers, commercial bankers, private equity sponsors, mergers and acquisitions advisers, restructuring professionals, accountants and other financial professionals through whom the Adviser believes we will be able to source investment opportunities. The Private Credit Team's network also extends to the corporate community and includes senior management teams, independent industry consultants and other business executives who often refer opportunities to the members of the Private Credit Team and who the Adviser believes will continue to refer opportunities to us. We may also have the opportunity to invest in companies and with management teams that worked with previous private investment funds managed by the Adviser or the Private Credit Team or its other investment professionals.

A key to our investment strategy is to invest primarily in directly originated investment opportunities, as opposed to opportunities developed by financial intermediaries and then marketed widely to potential capital providers, which will rarely have economics, terms or conditions that will be acceptable to us. We originated investment opportunities by independently developing such opportunities or by selectively identifying marketed and referred deals that can be significantly modified to meet our investment criteria. Originating transactions on a selective basis generally allowed us to customize terms that are consistent with our investment profile and exert greater influence throughout the life of the investment.

In certain instances, we partnered with other providers of capital, including strategic, financial, managerial or other related parties. Forging successful relationships with other investors may present us with additional opportunities, facilitate the closing of transactions or reduce risks.

Due Diligence

Given the Adviser's approach to selectively originating transactions, its investment professionals will typically be in a position to be directly involved with each step of the investment process, beginning with due diligence. The Adviser's investment philosophy is to perform a rigorous due diligence investigation designed to better understand a potential portfolio company's risks and opportunities. This investigation will typically include comprehensive quantitative and qualitative analyses to identify and address risks.

The elements of the quantitative analysis may include:

Qualitative analysis may include a review of:

Comprehensive due diligence is an iterative process requiring many areas of expertise. For this reason, the Adviser's investment professionals may be assisted by independent professionals with specific capabilities. Typically, a third party accounting specialist will be engaged to help perform an in-depth review of a target company's historical financial performance. This analysis will provide a basis for determining the feasibility of the company's forecasts. In many instances, outside industry consultants will review the company's strategy, operations, budgets, competitive position and technological standing. Outside counsel will perform legal diligence and draft the investment documents, including any agreements among capital providers. The information garnered through the due diligence process may result in the modification of a transaction's terms and conditions or potentially the rejection of an investment opportunity.

Customized Structuring

The Adviser's investment professionals design a customized financial solution to address our requirements and each portfolio company. Through due diligence, the Adviser strives to better understand a portfolio company being financed in order to develop an appropriate form of investment with an acceptable capital structure. Our investments may be structured as senior secured loans, unsecured senior loans, subordinated and mezzanine loans, convertible securities, equity securities, and equity-linked securities including options. The pricing associated with the investment reflects the risk inherent in such portfolio company, its capital structure and the type of investment. Once an agreement is reached between us and such portfolio company, it will be documented. This documentation will govern the relationship between us, such portfolio company and/or other creditors after the investment is made.

The objective of this structuring process is to provide the portfolio company's management with the operating flexibility to effectively manage the business while creating accountability to its investors. The investment documentation typically will place limits on many of the portfolio company's discretionary activities, such as capital expenditures, acquisitions, asset divestitures, dividends, as well as, for example, the reinvestment of tax receipts and insurance proceeds. Our investment documentation also typically requires extensive reporting by each portfolio company. Such reporting usually includes financial information and metrics useful in monitoring a portfolio company's performance, as well as non-financial developments such as material changes in environmental issues, labor relations, key customers and suppliers. In addition, the investment documentation may include a range of positive and negative financial covenants initially set to establish a minimum allowable performance standard.

Active Monitoring

The Adviser's investment professionals actively monitor and manage our investment portfolio by thoroughly and continuously analyzing all outstanding investments. Specifically, the investment professionals monitor each

portfolio company's compliance with the terms and conditions of its financing agreement, including reporting requirements and financial covenants. The reported information is gathered, analyzed and used to measure the portfolio company's performance and potential impact on the investment. The investment professionals also maintain ongoing contact with each portfolio company's management in order to understand and anticipate opportunities and issues. Interaction with management may range from regular discussions of financial results, site visits, periodic company and industry reviews to daily liquidity monitoring. If the portfolio company violates any of the terms, conditions or covenants of the financing agreement or other investment documentation, we typically will be in a position to take action to attempt to protect the investment and influence the actions of the portfolio company, if necessary.

Types of Investments

The following descriptions are not intended to be an exhaustive categorization of our investments and are subject to change at any time. They are presented merely to acquaint investors with the available investment instruments as they are anticipated by the Adviser as of the date of this filing. The allocation of our portfolio among the different types of investments will vary over time based upon the Adviser's evaluation of each specific investment opportunity. Under normal circumstances, the Adviser will utilize some or all of the following investment types, which are described in greater detail below:

As previously noted, our investment period has ended. Accordingly, while we will not originate new loans, we may increase credit facilities to existing borrower or affiliates. We generate revenues in the form of interest income and capital appreciation by providing private capital to middle market companies operating in a broad range of industries primarily in the United States. The investment philosophy, strategy and approach of the Private Credit Team has generally not involved the use of payment-in-kind ("PIK") interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, or similar arrangements. Although the Private Credit Team generally did not originate a significant amount of investments for us with PIK interest features, from time to time we made, and currently have, investments that contain such features, usually due to certain circumstances involving debt restructurings or work-outs of current investments. Our highly negotiated private investments include senior secured loans, unsecured senior loans, subordinated and mezzanine loans, convertible securities, equity securities, and equity-linked securities such as options and warrants. However, our investment bias has been towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments.

We are primarily focused on investing in senior secured debt obligations, although there may be occasions where the investment may be unsecured. We also consider an equity investment as the primary security, in combination with a debt obligation, or as part of a total return strategy. Our investments are mostly in corporations, partnerships or other business entities. Additionally, in certain circumstances, we may co-invest with other investors and/or strategic partners indirectly in a company through a joint venture, partnership or other special purpose vehicle (each, an "Investment Vehicle"). While we invest primarily in U.S. companies, there may be certain instances where we invested in companies domiciled elsewhere.

We consider financings for many different purposes, including corporate acquisitions, growth opportunities, liquidity needs, rescue situations, recapitalizations, DIP loans, bridge loans and Chapter 11 exits. As a result, we've invested in companies that are experiencing, or are likely to experience, operational, capital structure, liquidity and/or other financial difficulties. These investments can be subject to greater credit and liquidity risks, and could be more prone to default.

We may also provide interim or bridge financing to a portfolio company for working capital or other general corporate purposes. Interim or bridge financings are generally structured as loans and may be secured or unsecured. Such a portfolio company usually has a plan for repaying or refinancing at the time of the bridge loan funding, although there is a risk that such portfolio company will be unable to complete such refinancing successfully. In that case, the bridge loan typically converts into a more permanent investment usually at a higher cost to such portfolio company.

Collateral

Our debt investments are generally secured with one or more of (i) working capital assets, such as accounts receivable and inventory, (ii) tangible fixed assets, such as real property, machinery, buildings and equipment, (iii) intangible assets, such as trademarks or patents, or (iv) security interests in shares of stock of the company or its subsidiaries or affiliates.

We may invest in debt or equity instruments that are not secured by specific collateral but are backed only by the enterprise value of the company. Unsecured investments typically involve a greater risk of loss than secured investments. We will generally not invest unless, at the time of the investment, the Adviser believes the estimated value of the borrower's business or the underlying assets of the business equals or exceeds the aggregate investment amount of all senior lenders, although there can be no assurance that the assets will be sufficiently liquid in order to satisfy the portfolio company's obligations.

In the case of investments in a non-public company, such company's shareholders may provide collateral in the form of secured guarantees and/or security interests in other assets that they own. We typically value the collateral by reference to such company's financial statements or independent appraisals and may assign a value to the collateral that is higher or lower than the value assigned by such company.

Covenants

Debt investments generally have operational and performance-based covenants designed to monitor the performance of the borrower and to limit the activities of the borrower in an effort to protect the right of lenders to receive timely payments of interest and repayment of principal. Covenants may create positive or negative restrictions and, if violated, could result in a default on the debt obligations.

Default

We are subject to the risk that a company will default on its agreement with us due to a violation of provisions of the financing agreement or other investment documentation, including a failure to pay scheduled interest or make principal payments. If we accelerate the repayment of an investment because of a company's violation of a covenant or other terms of a financing agreement or other investment documentation, such company might default on such payment. The risk of default generally will increase in the event of an economic downturn or, in the case of an adjustable-rate obligation, a substantial increase in interest rates. We may own a debt obligation of a borrower that is about to become insolvent. We may also invest in debt obligations that are issued in connection with a restructuring of the borrower under bankruptcy laws (also known as a DIP loan/financing).

Investments

On June 5, 2015 the Company, together with an affiliate of Security Benefit Corporation and accounts managed by Oak Hill Advisors, L.P. entered into an Amended and Restated Limited Liability Company Agreement (the "Agreement") to become members of TCW Direct Lending Strategic Ventures ("TCW Strategic Ventures"). TCW Strategic Ventures focuses primarily on making senior secured floating rate loans to middle-market borrowers. The aggregate fair value of this controlled/affiliated investment was $69.8 million and $84.1 million as of December 31, 2023 and 2022, respectively.

Based on fair values as of December 31, 2023, our portfolio consisted of debt and equity investments in seven and six portfolio companies, respectively, including TCW Strategic Ventures. Our portfolio was comprised of 62.5%

debt investments which were primarily senior secured, first lien term loans and 37.5% equity investments, which were primarily common and preferred stocks; warrants; and our common and preferred membership interests in TCW Strategic Ventures. Debt investments in two portfolio companies were on non-accrual status as of December 31, 2023, representing 4.3% and 22.6% of our portfolio's fair value and cost, respectively.

Based on fair values as of December 31, 2022, our portfolio consisted of debt and equity investments in eight and eight portfolio companies, respectively, including TCW Strategic Ventures. Our portfolio was comprised of 67.9% debt investments which were primarily senior secured, first lien term loans and 32.1% equity investments, which were primarily common and preferred stocks; warrants; and our common and preferred membership interests in TCW Strategic Ventures. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2022, representing 6.6% and 18.8% of our portfolio's fair value and cost, respectively.

For a further discussion of our investment activities and investment attributes as of December 31, 2023 and 2022, see "Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations.

Investment Advisory and Management Agreement

On August 10, 2023 the Company's Board of Directors (the "Board") reapproved the Investment Advisory and Management Agreement (the "Advisory Agreement") originally entered into by the Company on September 15, 2014 with the Adviser, our registered investment adviser under the Investment Advisers Act of 1940, as amended. Unless earlier terminated, the Advisory Agreement will remain in effect for a period of one year and will remain in effect from year to year thereafter if approved annually by (i) the vote of the Board, or by the vote of a majority of our outstanding voting securities, and (ii) the vote of a majority of the independent directors of the Board.

Pursuant to the Advisory Agreement, and subject to the overall supervision of the Board, the Adviser manages the Company's day-to-day operations and provides investment advisory services to the Company. The Company pays to the Adviser, quarterly in advance, a management fee (the "Management Fee") calculated as follows: (i) for the period starting on the initial closing date and ending on the earlier of (A) the last day of the calendar quarter during which the Commitment Period (as defined below) ends or (B) the last day of the calendar quarter during which the Adviser or an affiliate thereof begins to accrue a management fee with respect to a successor fund, 0.375% (i.e., 1.50% per annum) of the aggregate commitments determined as of the end of the period during which the Company's limited liability company units (the "Common Units") are being offered (the "Closing Period"), and (ii) for each calendar quarter thereafter during the term of the Company (but not beyond the tenth anniversary of the initial closing date), 0.1875% (i.e., 0.75% per annum) of the aggregate cost basis (whether acquired by the Company with contributions from members, other Company funds or borrowings) of all portfolio investments that have not been sold, distributed to the members, or written off for tax purposes (but reduced by any portion of such cost basis that has been written down to reflect a permanent impairment of value of any portfolio investment), determined in each case as of the first day of such calendar quarter. The Management Fee in respect of the Closing Period is calculated as if all capital commitments of the Company were made on the initial closing date, regardless of when Common Units were actually issued. The actual payment of the Management Fee with respect to the Closing Period was made prior to the first day of the first full calendar quarter following the end of the Closing Period. The "Commitment Period" of the Company began on the initial closing date and ended on September 19, 2017, the earlier of (a) three years from the initial closing date and (b) the date on which the Undrawn Commitment of each Common Unit has been reduced to zero. While the Management Fee will accrue from the initial closing date, the Adviser deferred payment of such fees to the extent that such fees cannot be paid from interest and fee income generated by our investments. During the year ended December 31, 2023, the Adviser agreed to waive all management fees earned subsequent to December 31, 2022.

In addition, the Adviser will receive an incentive fee (the "Incentive Fee") as follows:

The Incentive Fee will be calculated on a cumulative basis and the amount of the Incentive Fee payable in connection with any distribution (or deemed distribution) will be determined and, if applicable, paid in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders.

If the Advisory Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating the agreement or (ii) our terminating the agreement for cause (as set out in the Advisory Agreement), we will be required to pay the Adviser a final incentive fee payment (the "Final Incentive Fee Payment"). The Final Incentive Fee Payment will be calculated as of the date the Advisory Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all our investments were liquidated for their current value (but without taking into account any unrealized appreciation of any portfolio investment), and any unamortized deferred portfolio investment-related fees would be deemed accelerated, (B) the proceeds from such liquidation were used to pay all our outstanding liabilities, and (C) the remainder were distributed to Common Unitholders and paid as Incentive Fee in accordance with the "waterfall" (i.e., clauses (a) through (d)) described above for determining the amount of the Incentive Fee. We will make the Final Incentive Fee Payment in cash on or immediately following the date the Advisory Agreement is so terminated. The Adviser Return Obligation (defined below) will not apply in connection with a Final Incentive Fee Payment.

Administration Agreement

On August 10, 2023, the Company's Board reapproved the Administration Agreement with the Adviser, originally entered into on September 15, 2014, under which the Adviser (or one or more delegated service providers) oversees the maintenance of our financial records and otherwise assists the Company's compliance with regulations applicable to a BDC under the 1940 Act and a RIC under the Code, to prepare reports to our Members, monitor the payment of our expenses and the performance of other administrative or professional service providers, and generally provides us with administrative and back office support. The Company reimburses the Administrator for expenses incurred by it on behalf of the Company in performing its obligations under the Administration Agreement. Amounts paid pursuant to the Administration Agreement are subject to the annual cap on Company Expenses (as defined below), as described more fully below.

The Company, and indirectly the Members, will bear (including by reimbursing the Adviser or Administrator) all other costs and expenses of its operations, administration and transactions, including, without limitation, organizational and offering expenses, management fees, costs of reporting required under applicable securities laws, legal fees of the Company's counsel and accounting fees. However, the Company will not bear (a) more than an amount equal to 10 basis points of the aggregate capital commitments of the Company for organization and offering expenses in connection with the offering of Common Units through the Closing Period and (b) more than an amount equal to 12.5 basis points of the aggregate Commitments of the Company per annum (pro-rated for partial years) for its costs and expenses other than ordinary operating expenses ("Company Expenses"), including amounts paid to the Administrator under the Administration Agreement and reimbursement of expenses to the Adviser. All expenses that the Company will not bear will be borne by the Adviser or its affiliates. Notwithstanding the foregoing, the cap on Company Expenses does not apply to payments of the Management Fee, Incentive Fee, organizational and offering expenses (which are subject to the separate cap), amounts payable in connection with the Company's borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to the liquidation of the Company, taxes, or extraordinary expenses (such as litigation expenses and indemnification payments).

Employees

We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided through the Administration Agreement and the Advisory Agreement. Each of our executive officers are employees of our Adviser.

License Agreement

We have entered into a license agreement (the "License Agreement") with an affiliate of the Adviser, pursuant to which we have been granted a royalty-free, non-exclusive license to use the name "TCW". Under the License Agreement, we have a right to use the "TCW" name and logo, for a nominal fee, for so long as the Adviser or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we will have no legal right to the "TCW" name or logo.

Derivatives

Derivatives were not a significant component of our investment strategy. We retain the flexibility, however, to utilize hedging techniques, such as interest rate swaps, to mitigate potential interest rate risk on our indebtedness. Such interest rate swaps would principally be used to protect us against higher costs on our indebtedness resulting from increases in both short-term and long-term interest rates.

We also may use various hedging and other risk management strategies to seek to manage additional risks, including changes in currency exchange rates and market interest rates. Such hedging strategies would be utilized to seek to protect the value of our portfolio investments, for example, against foreign currency fluctuations vis a vis the U.S. Dollar or possible adverse changes in the market value of securities held in our portfolio.

Regulation as a Business Development Company

On December 30, 2014 we elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters. In addition, a BDC must be organized for the purpose of investing in or lending primarily to private companies organized in the United States and making significant managerial assistance available to them.

As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. A majority of our board of directors must be persons who are not "interested persons," as that term is defined in the 1940 Act. Additionally, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our Members arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of any such person's office. As a BDC, we are currently also required to meet a minimum coverage ratio of the value of total assets to total senior securities, which include all of our borrowings and any Preferred Units.

We may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority of our outstanding voting securities, as required by the 1940 Act. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company's voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company.

We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these limits, we generally cannot acquire more than 3% of the voting securities of any investment company, invest more than 5% of the value of our total assets in the securities of one investment company, or invest more than 10% of the value of our total assets in the securities of investment companies in the aggregate. We may, however, rely on recently adopted Rule 12d1-4 under the 1940 Act and invest in excess of the limits described above. However, to the extent we rely on Rule 12d1-4, we will be subject to certain conditions and requirements

under Rule 12d1-4. The portion of our portfolio invested in securities issued by investment companies ordinarily will subject the Members to additional expenses.

We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of the members of our board of directors who are not interested persons and, in some cases, prior approval by the SEC through an exemptive order (other than in certain limited situations pursuant to current regulatory guidance). We have received an exemptive order from the SEC that permits us to co-invest with other funds or other pools of capital or persons managed by the Adviser or its affiliates. This order is subject to certain terms and conditions accordingly, there can be no assurance that we will be permitted to co-invest with other funds managed by Adviser, other than in the limited circumstances currently permitted by regulatory guidance.

We will be subject to periodic examination by the SEC for compliance with the 1940 Act.

Qualifying Assets

Under the 1940 Act, a BDC may not acquire any assets other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets. The principal categories of qualifying assets relevant to our business are the following:

Managerial Assistance to Portfolio Companies

A BDC must be operated for the purpose of making investments in the types of securities described under "Qualifying Assets" above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does in fact provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

Temporary Investments

Pending investment in other types of "qualifying assets," as described above, our investments may consist of cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment, which is referred to herein, collectively, as temporary investments, such that at least 70% of our assets are qualifying assets.

Code of Ethics

We and the Adviser have each adopted a code of ethics of the Adviser pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, respectively, which establish procedures for personal investments and restricts certain transactions. The code of ethics generally contains restrictions on investments by our personnel in securities that we may purchase or hold. In addition, we have adopted a code of ethics applicable to our Principal Executive and Principal Accounting Officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002. You may obtain copies of the codes of ethics by written request addressed to the following: Gladys Xiques, Chief Compliance Officer, 515 South Flower Street, Los Angeles, California 90071.

Compliance Policies and Procedures

We and the Adviser have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal securities laws and will be required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation and to designate a chief compliance officer to be responsible for administering the policies and procedures.

Proxy Voting Policies and Procedures

Since our principal business is the making of secured loans, we do not expect to be asked to vote by proxy with respect to publicly held securities. However, if and to the extent that we hold, and are asked to submit proxies with respect to publicly or privately held securities, we intend to delegate our proxy voting responsibility to the Adviser. The Proxy Voting Policies and Procedures of the Adviser are set forth below. The guidelines are reviewed periodically by the Adviser and our Independent Directors, and, accordingly, are subject to change.

An investment adviser registered under the Advisers Act has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, the Adviser recognizes that it must vote client securities in a timely manner free of conflicts of interest and in the best interests of its clients. These policies and procedures for voting proxies for the Adviser's investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.

If the Adviser has responsibility for voting proxies in connection with its investment advisory duties or has the responsibility to specify to an agent how to vote the client's proxies, it exercises such voting responsibilities through the corporate proxy voting process. The Adviser believes that the right to vote proxies is a significant asset of its clients' holdings. In order to provide a basis for making decisions in the voting of proxies for its clients, the Adviser has established a proxy voting committee (the "Proxy Committee") and adopted proxy voting guidelines (the "Guidelines") and procedures. The Proxy Committee generally meets quarterly (or at such other frequency as determined by the Proxy Committee), and its duties include establishing proxy voting guidelines and procedures, overseeing the internal proxy voting process, and reviewing proxy voting issues. The members of the Proxy Committee include the Adviser's personnel from the investment, compliance, legal and marketing departments. The Adviser also uses outside proxy voting services (each an "Outside Service") to help manage the proxy voting process. An Outside Service facilitates its voting according to the Guidelines (or according to guidelines submitted by the Adviser's clients) and helps maintain the Adviser's proxy voting records. The Adviser's proxy voting and record keeping is dependent on the timely provision of proxy ballots by custodians, clients and other third parties. Under circumstances described below involving potential conflicts of interest, the Adviser may also request an Outside Service to help decide certain proxy votes. In certain limited circumstances, the Adviser may enter into voting agreements or other contractual obligations that govern the voting of proxies. In the event of a conflict between any contractual requirements and the Guidelines, the Adviser will vote in accordance with its contractual obligations. As a matter of firm policy, the Adviser does not disclose to unaffiliated third parties how it expects to vote on upcoming proxies and does not disclose the way it voted proxies without a legitimate need to know such information.

The Guidelines provide a basis for the Adviser's decisions in the voting of proxies for clients. When voting proxies, the Adviser's utmost concern is that all decisions be made solely in the interests of the client and with the goal of maximizing the value of the client's investments. With this goal in mind, the Guidelines cover various categories of voting decisions and generally specify whether the Adviser will vote for or against a particular type of proposal. The Adviser's underlying philosophy, however, is that the portfolio managers, who are primarily responsible for evaluating the individual holdings of the Adviser's clients, are best able to determine how best to further client interests and goals. The portfolio managers may, in their discretion, take into account the recommendations of the Adviser's management, the Proxy Committee, and any Outside Service.

Individual portfolio managers, in the exercise of their best judgment and discretion, may from time to time override the Guidelines and vote proxies in a manner that they believe will enhance the economic value of clients' assets, keeping in mind the best interests of the beneficial owners. The Guidelines provide procedures for documenting and, as required, approving such overrides. In the event a potential conflict does arise, the primary means by which the Adviser will avoid a conflict of interest is by casting votes solely in the interests of its clients and in the interests of maximizing the value of their portfolio holdings. In this regard, if a potential conflict of interest arises, but the proxy vote to be decided is predetermined under the Guidelines to be cast either in favor or against, then the Adviser will follow the Guidelines and vote accordingly. On the other hand, if a potential conflict of interest arises and there is no predetermined vote, or the Guidelines themselves refer such vote to the portfolio manager for decision, or the portfolio manager would like to override a predetermined vote, then the Guidelines provide procedures for determining whether a material conflict of interest exists and, if so, resolving such conflict.

The Adviser or an Outside Service will keep records of the following items for at least five years: (i) the Guidelines and any other proxy voting procedures; (ii) proxy statements received regarding client securities (unless such statements are available on the SEC's EDGAR system); (iii) records of votes cast on behalf of clients (if maintained by an Outside Service, that Outside Service will provide copies of those records promptly upon request); (iv) records of written requests for proxy voting information and the Adviser's response (whether a client's request was oral or in writing); and (v) any documents the Adviser prepared that were material to making a decision on how to vote, or that memorialized the basis for the decision. Additionally, the Adviser or an Outside Service will maintain any documentation related to an identified material conflict of interest.

Certain U.S. Federal Income Tax Consequences

The following is a summary of certain material U.S. federal income tax considerations related to an investment in the Units. This summary is based upon the provisions of the Code, as amended, the U.S. Treasury regulations promulgated thereunder, published rulings of the Internal Revenue Service (the "IRS") and judicial decisions in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. The discussion does not purport to describe all of the U.S. federal income tax consequences that may be relevant to a particular investor in light of that investor's particular circumstances (including alternative minimum tax consequences) and is not directed to investors subject to special treatment under the U.S. federal income tax laws, such as banks, dealers in securities, persons holding Units as part of hedging transaction, wash sale, conversion transaction or integrated transaction, real estate investment trusts, regulated investment companies, tax-exempt entities, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, certain financial institutions and insurance companies. In addition, this summary does not discuss any aspect of state, local or non-U.S. tax law and assumes that investors will hold their Units as capital assets (generally, assets held for investment).

For purposes of this discussion, a "U.S. Holder" is a Unitholder that is, for U.S. federal income tax purposes: (a) an individual who is a citizen or resident of the United States; (b) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate, the income of which is subject to U.S. federal income taxation regardless of its source or (d) a trust if a court within the United States can exercise primary supervision over its administration and certain other conditions are met. A "Non-U.S. Holder" is a Unitholder who is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes. For tax purposes, our fiscal year is the calendar year.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds Units, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective investor that will own Units through a partnership should consult its tax advisors with respect to the purchase, ownership and disposition of those Units.

Tax matters are complex and prospective investors in the Units are urged to consult their own tax advisors with respect to the U.S. federal income tax and state, local and non-U.S. tax consequences of an investment in the Units, including the potential application of U.S. withholding taxes.

Classification of the Company as Corporation for Tax Purposes

As a limited liability company, the Company is an eligible entity that is entitled to elect its classification for U.S. federal tax purposes. The Company has made an election to cause it to be classified as an association that is taxable as a corporation for U.S. federal income tax purposes. If the Company is unable to qualify as a RIC (the requirements of which are discussed below) during the liquidation of its portfolio following the Commitment Period, it may consider filing a new election to cause the Company to be classified as a partnership for U.S. federal tax purposes (from the effective date of such new election forward). The Company has no current intention of making such a new election and would only make such election if it determines it is in the best interests of Unitholders to do so.

Regulated Investment Company Classification

As a BDC, we elected, and intend to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, we generally will not be required to pay corporate-level federal income taxes on any ordinary income or capital gains that we distribute to our Unitholders as dividends. To continue to qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, to qualify for RIC tax treatment, we must distribute to our Unitholders, for each taxable year, the sum of at least 90% of our "investment company taxable income" for that year, which is generally our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses, and 90% of its net tax-exempt interest (the "Annual Distribution Requirement").

Taxation as a Regulated Investment Company

If we:

then we will not be subject to federal income tax on the portion of our investment company taxable income and net capital gain (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) that we distribute to Unitholders. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gain not distributed (or deemed distributed) to Unitholders.

We will be subject to a 4% nondeductible federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, and on which we paid no federal income tax, in preceding years.

In order to maintain our qualification as a RIC for federal income tax purposes, we must, among other things:

We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with increasing interest rates or debt instruments issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any original issue discount accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to Unitholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount.

We may have difficulty satisfying the diversification requirements as we liquidate our portfolio following the Commitment Period, since we will not be making additional investments. While we generally will not lose our status as a RIC as long as we do not acquire any nonqualifying securities or other property, under certain circumstances we may be deemed to have made an acquisition of nonqualifying securities or other property.

Because we may use debt financing, we will be subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement. If we are unable to obtain cash

from other sources or are otherwise limited in our ability to make distributions, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.

Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things: (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions; (ii) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary income; (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause us to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities is deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that will not be qualifying income for purposes of the 90% gross income test described above. We will monitor our transactions and may make certain tax elections in order to mitigate the potential adverse effect of these provisions.

If, in any particular taxable year, we do not qualify as a RIC, all of our taxable income (including our net capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to Unitholders, and distributions will be taxable to the Unitholders as ordinary dividends to the extent of our current and accumulated earnings and profits.

In the event we invest in non-U.S. securities, we may be subject to withholding and other non-U.S. taxes with respect to those securities. We do not expect to satisfy the conditions necessary to pass through to our Unitholders their share of the non-U.S. taxes paid by the Company.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Our Board of Directors (the "Board") is responsible for overseeing our risk management program, and cybersecurity is a critical element of this program. Management is responsible for the day-to-day administration of the Company's risk management program and its cybersecurity policies, processes, and practices. The Adviser's cybersecurity policies, standards, processes, and practices are based on recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and other

applicable industry standards and are fully integrated into the Adviser's overall risk management processes. In general, the Adviser seeks to address material cybersecurity threats through a company-wide approach that addresses the confidentiality, integrity, and availability of the Adviser's information systems or the information that the Adviser collects and stores, by assessing, identifying and managing cybersecurity issues as they occur.

Cybersecurity Risk Management and Strategy

The Adviser's cybersecurity risk management strategy focuses on several areas:

The Adviser conducts periodic assessment and testing of its policies, standards, processes, and practices in a manner intended to address cybersecurity threats and events. This includes penetration testing of network infrastructure and phishing tests targeting the Adviser's employees. The results of such assessments and reviews are evaluated by management and reported to the Board, and the Adviser adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these assessments and reviews.

Governance

The Board, in coordination with the Adviser, oversees the Company's risk management program, including the management of cybersecurity threats. The Board receives regular updates and reports on developments in the cybersecurity space, including risk management practices, recent developments, vulnerability assessments, third-party and independent reviews, the threat environment, and information security issues encountered by the Company'. The Board also receives prompt and timely information regarding any material cybersecurity risk, as well as ongoing updates regarding any such risk. On an annual basis, the Board and the Adviser discuss the Company's approach to overseeing cybersecurity threats.

The Adviser has established an internal working group that includes relevant representation from senior management including the CCO, COO and CISO who work collaboratively to implement a program designed to protect the Company's information systems from cybersecurity threats and to promptly respond to any material cybersecurity incidents in accordance with the Company's incident response and recovery plans. Through ongoing communication with these teams, the CISO and senior management are informed about and monitor the prevention,

detection, mitigation and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Board when appropriate.

The CISO has served in various roles in information technology and information security for many years and holds relevant professional certifications. The Adviser's COO and CCO each hold educational and professional degrees in their respective fields, and each has numerous years of experience managing risk at the Company and at similar companies, including assessing cybersecurity threats.

Material Effects of Cybersecurity Incidents

Risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.

ITEM 2. PROPERTIES

We maintain our principal executive office at 200 Clarendon Street, 51st Floor, Boston, Massachusetts 02116. We do not own any real estate. We believe that our present facilities are adequate to meet our current needs. If new or additional space is required, we believe that adequate facilities are available at competitive prices in the same area.

ITEM 3. LEGAL PROCEEDINGS

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

None.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

On September 19, 2014, the Company began accepting subscription agreements from investors for the private sale of its Common Units. The Company continued to enter into subscription agreements since that date through the final closing date of March 19, 2015. Under the terms of the subscription agreements, the Company may generally draw down all or any portion of the undrawn commitment with respect to each Common Unit upon at least ten business days' prior written notice to the Members. The issuance of the Common Units pursuant to these subscription agreements and any draw by the Company under the related commitments is expected to be exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, and Rule 506(c) of Regulation D thereunder.

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data previously required by Item 301 of Regulation S-K has been omitted in reliance on SEC Release No. 33-10890, Management's Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this section should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. This discussion also should be read in conjunction with the "Cautionary Statement Regarding Forward Looking Statements" set forth on page ii of this annual report.

Overview

We were formed on April 1, 2014 as a limited liability company under the laws of the State of Delaware. We have filed an election to be regulated as a BDC under the 1940 Act. We have also elected to be treated for U.S. federal income tax purposes as a RIC under the Code for the taxable year ending December 31, 2015 and subsequent years. We are required to continue to meet the minimum distribution and other requirements for RIC qualification. As such, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in "qualifying assets," source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.

Each investor was required to enter into a subscription agreement in connection with its Commitment (a "Subscription Agreement"). Under the terms of the subscription agreements, the Company may generally draw down all or any portion of the undrawn commitment with respect to each Common Unit upon at least ten business days' prior written notice to the Common Unitholders. Investors have entered into subscription agreements for 20,134,698 Common Units of the Company issued and outstanding representing a total of $2.013 billion of committed capital. On July 11, 2022, our Members approved a reduction in Undrawn Commitments by $10.43 per unit, resulting in an approximately 41.18% reduction of overall remaining available capital commitments. We effected this commitment reduction by reducing the number of outstanding undrawn units and thereby reducing total Units from 20,134,698 to 18,034,649. Such Unit reduction was proportionately effected for each Member and therefore has no impact on each Member's percentage interest in us.

As of December 31, 2023, we have two wholly-owned subsidiaries - TCW DL VI Funding I, LLC and TCW DL CTH, LLC, each a Delaware limited liability company and each designed to hold an equity investment of ours.

Revenues

We generate revenues in the form of interest income and capital appreciation by providing private capital to middle market companies operating in a broad range of industries primarily in the United States. As our investment period has ended, we will not originate new loans, but may increase credit facilities to existing borrowers or affiliates. Our highly negotiated private investments may include senior secured loans, unsecured senior loans, subordinated and mezzanine loans, convertible securities, equity securities, and equity-linked securities such as options and warrants. However, our investment bias has been towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments. The investment philosophy, strategy and approach of the private credit team of the Adviser (the "Private Credit Team" fka the "Direct Lending Team") has generally not involved the use of payment-in-kind ("PIK") interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, or similar arrangements. Although the Private Credit Team generally did not originate a significant amount of investments for us with PIK interest features, from time to time we made, and currently have, investments that contain such features, usually due to certain circumstances involving debt restructurings or work-outs of current investments.

We are primarily focused on investing in senior secured debt obligations, although there may be occasions where the investment may be unsecured. We also consider an equity investment as the primary security, in combination with a debt obligation, or as a part of total return strategy. Our investments are mostly in corporations, partnerships or other business entities. Additionally, in certain circumstances, we may co-invest with other investors and/or strategic partners through indirect investments in portfolio companies through a joint venture vehicle, partnership or other special purpose vehicle (each, an "Investment Vehicle"). While we invest primarily in U.S. companies, there are certain instances where we invested in companies domiciled elsewhere.

Expenses

We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided through the Administration Agreement and the Advisory Agreement.

We will bear (including by reimbursing the Adviser or Administrator) all costs and expenses of our operations, administration and transactions, including, without limitation, organizational and offering expenses, management fees, costs of reporting required under applicable securities laws, legal fees of our counsel and accounting fees. However, we will not bear (a) more than an amount equal to 10 basis points of the aggregate Commitments for organization and offering expenses in connection with the offering of Common Units through the Closing Period and (b) more than an amount equal to 12.5 basis points of the aggregate Commitments per annum (pro-rated for partial years) for our Operating Expenses, including amounts paid to the Administrator under the Administration Agreement and reimbursement of expenses to the Adviser and its affiliates. Notwithstanding the foregoing, the cap on Operating Expenses does not apply to payments of the Management Fee, Incentive Fee, organizational and offering expenses (which are subject to the separate cap described above), amounts payable in connection with our borrowings (including interest, bank fees, legal fees and other transactional expenses related to any borrowing or borrowing facility and similar costs), costs and expenses relating to our liquidation of the Company, taxes, or extraordinary expenses (such as litigation expenses and indemnification payments to either the Adviser or the Administrator). All expenses that we will not bear will be borne by the Adviser or its affiliates.

Critical Accounting Policies and Estimates

Investments which we hold for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by our Board of Directors based on similar instruments, internal assumptions and the weighting of the available pricing inputs. On May 12, 2022, pursuant to Rule 2a-5 under the 1940 Act, the Board designated the Adviser as the "valuation designee" with respect to the fair valuation of the Company's portfolio securities, subject to oversight by and periodic reporting to the Board. Prior to this date, fair valuations were approved by the Board in accordance with the Company's valuation policy.

Fair Value Hierarchy: Assets and liabilities are classified by us into three levels based on valuation inputs used to determine fair value.

Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.

Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs.

Level 3 values are based on significant unobservable inputs that reflect our determination of assumptions that market participants might reasonably use in valuing the assets.

Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.

Level 1 Assets (Investments):The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 1),includes common stock valued at the closing price on the primary exchange in which the security trades.

Level 3 Assets (Investments):The following valuation techniques and significant inputs are used to determine the fair value of investments in private debt for which reliable market quotations are not available. Some of the inputs are independently observable; however, a significant portion of the inputs and the internal assumptions applied are unobservable.

Debt, (Level 3),include investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the available pricing inputs. A discounted cash flow approach incorporating a weighted average cost of capital is generally used to determine fair value or, in some cases, an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.

Equity, (Level 3),includes common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. A liquidity discount based on current market expectations, future events, minority ownership position and the period management reasonably expects to hold the investment may be applied.

Net Asset Value ("NAV") (Investment Funds and Vehicles):Equity investments in affiliated investment fund (TCW Strategic Ventures) are valued based on the net asset value reported by the investment fund. Investments held by the affiliated fund include debt investments in privately originated senior secured debt. Such investments held by the affiliated fund are valued using the same methods, approach and standards applied above to debt investments held by the Company. The Company's ability to withdraw from the fund is subject to restrictions. The term of the fund will continue until June 5, 2021 unless dissolved earlier or extended for two additional one-year periods by the Company, in its full discretion. The Company can further extend the term of the fund for additional one-year periods, upon notice to and consent from the funds management committee. On February 25, 2021, Company extended the fund's term one additional year, until June 5, 2022. On February 1, 2022, the Company further extended the fund's term to June 5, 2023.On April 17, 2023, the Company further extended the fund's term one additional year, until June 5, 2024. The Company is entitled to income and principal distributed by the fund.

Investment Activity

As of December 31, 2023, our portfolio consisted of debt and equity investments in seven and six portfolio companies, respectively, including TCW Strategic Ventures. Based on fair values as of December 31, 2023, our portfolio was comprised of 62.5% debt investments which were primarily senior secured, first lien term loans and 37.5% equity investments, which were primarily common and preferred stocks; warrants; and our common and preferred membership interests in TCW Strategic Ventures. Debt investments in two portfolio companies were on non-accrual status as of December 31, 2023, representing 4.3% and 22.6% of our portfolio's fair value and cost, respectively.

Based on fair values as of December 31, 2022, our portfolio consisted of debt and equity investments in eight and eight portfolio companies, respectively, including TCW Strategic Ventures. Our portfolio was comprised of 67.9% debt investments which were primarily senior secured, first lien term loans and 32.1% equity investments, which were primarily common and preferred stocks; warrants; and our common and preferred membership interests in TCW Strategic Ventures. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2022, representing 6.6% and 18.8% of our portfolio's fair value and cost, respectively.

The table below describes our debt and equity investments and enumerates the percentage, by fair value, of the total portfolio assets by industry as of December 31, 2023:

Industry		Percent of Total Investments
Industrial Conglomerates			22	%
Metals & Mining			18	%
Investment Funds & Vehicles			16	%
Diversified Consumer Services			14	%
Pharmaceuticals			10	%
Household Durables			9	%
Hotels, Restaurants & Leisure			7	%
Distributors			4	%
Technologies Hardware, Storage and Peripherals			0	%
Total			100	%

Results of Operations

Our operating results for the years ended December 31, 2023, 2022 and 2021 were as follows (dollar amounts in thousands):

		For the Year Ended December 31,
		2023			2022			2021
Total investment income		$	53,243			$	43,224			$	47,832
Net expenses			15,666				13,068				12,129
Net investment income			37,577				30,156				35,703
Net realized loss on investments			(26,768	)			-				(51,828	)
Net change in unrealized appreciation/(depreciation) on investments			5,423				13,192				120,141
Net realized gain on short-term investments			4,292				63				13
Net increase in Members' Capital from operations		$	20,524			$	43,411			$	104,029

Total investment income

Total investment income for the years ended December 31, 2023, 2022 and 2021 was $53.2 million, $43.2 million and $47.8 million, respectively, and was comprised of the following (dollar amounts in thousands):

		For the Year Ended December 31,
		2023			2022			2021
Interest income		$	26,854			$	13,499			$	25,045
Interest income paid-in-kind			17,571				24,367				15,362
Dividend income			8,596				5,200				7,200
Other fee income			222				158				225
Total investment income		$	53,243			$	43,224			$	47,832

The increase in total investment income during the years ended December 31, 2023 compared to the year ended December 31, 2022, was primarily due to an increase in interest rates on our debt investments during the year ended December 31, 2023 compared to the year ended December 31, 2022. During the year ended December 31, 2022, most of our debt investments earned interest income based on their respective interest rate floors, whereas during the year ended December 31, 2023 all of our debt investments earned interest above their respective interest rate floors. Additionally, dividend income increased due to dividends from our equity investments in TCW Strategic Ventures and SSI Parent, LLC (fka School Specialty, Inc.).

The decrease in total investment income during the year ended December 31, 2022 compared to the year ended December 31, 2021, was primarily due to lower aggregate interest income and interest income paid-in-kind from our debt investments driven by the decrease in the average par value of debt during the year ended December 31, 2022 compared to the year ended December 31, 2021, as well as lower dividend income from TCW Strategic Ventures. The average par value of debt (based on the ending balance of each month of the year) was $437.5 million during the year ended December 31, 2022 compared to $531.1 million during the year ended December 31, 2021.

Net investment income

Our net investment income for the years ended December 31, 2023, 2022 and 2021 was $37.6 million, $30.2 million and $35.7 million, respectively.

The increase in net investment income during the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily due to higher total investment income as described above partially offset by higher net expenses. The increase in net expenses was primarily attributable to higher interest and credit facility expenses and higher interest expense on repurchase transactions partially offset by the waiver of management fees from the Adviser. The increases in interest and credit facility expenses and interest expense on repurchase transactions were due to a higher weighted average interest rate during the year ended December 31, 2023 compared to the year ended December 31, 2022. Total management fees of $4.0 million were waived by the Adviser during the year ended December 31, 2023 as the Adviser agreed to waive all management fees earned subsequent to December 31, 2022.

The decrease in net investment income during the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily due to lower total investment income as described above coupled with higher total expenses. The increase in total expenses was primarily attributable to higher interest and credit facility expenses and higher other expenses partially offset by lower management fees. The increase in interest and credit facility expenses and other expenses is due to our higher average debt outstanding balance and weighted average interest rate during the year ended December 31, 2022 compared to the year ended December 31, 2021. The decrease in management fees is due to the decrease in the investment cost basis for which the first quarter management fees are based on during the year ended December 31, 2022 compared to the year ended December 31, 2021. The management fees during the first quarter of the year ended December 31, 2021 were calculated based on the cost of investments as of December 31, 2020 which was $810.3 million compared to the management fee calculated during the first quarter of the year ended December 31, 2022 which was based on the cost of investments as of December 31, 2021 which was $540.9 million.

Total expenses for the years ended December 31, 2023, 2022 and 2021 were as follows (dollar amounts in thousands):

		For the Year Ended December 31,
		2023			2022			2021
Expenses
Interest and credit facility expenses		$	7,986			$	5,648			$	4,777
Interest expense on repurchase transactions			5,922				1,566				152
Management fees			4,000				4,015				5,293
Professional fees			717				679				610
Administrative fees			547				629				766
Directors' fees			320				327				320
Other expenses			174				204				211
Total expenses		$	19,666			$	13,068			$	12,129
Expenses waived by the Adviser			(4,000	)			-				-
Net Expenses		$	15,666			$	13,068			$	12,129

Our total expenses were $19.7 million, $13.1 million and $12.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. Our operating expenses included management fees attributed to the Adviser of $4.0 million, $4.0 million and $5.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

As previously described, the increase in total expenses during the year ended December 31, 2023 compared to the year ended December 31, 2022 was primarily attributable to higher interest and credit facility expenses and interest expense on repurchase transactions. The increase in interest and credit facility expenses and interest expense on repurchase transactions is due to a higher weighted average interest rate during the year ended December 31, 2023 compared to the year ended December 31, 2022.

As previously described, the increase in total expenses during the year ended December 31, 2022 compared to the year ended December 31, 2021 was primarily attributable to higher interest and credit facility expenses and interest expense on repurchase transactions partially offset by lower management fees. The increase in interest and credit facility expenses and interest expense on repurchase transactions is due to our higher average debt outstanding balance and higher weighted average interest rate during the year ended December 31, 2022 compared to the year ended December 31, 2021. The decrease in management fees is due to the decrease in the investment cost basis for which the first quarter management fees are based on during the year ended December 31, 2022 compared to the year ended December 31, 2021. The management fees during the first quarter of the year ended December 31, 2021 were calculated based on the cost of investments as of December 31, 2020 which was $810.3 million compared to the management fee calculated during the first quarter of the year ended December 31, 2022 which was based on the cost of investments as of December 31, 2021 which was $540.9 million.

Net expenses for the year ended December 31, 2023 include $4.0 million of management fees that were waived by the Adviser. In connection with the extension of our term from September 19, 2023 to September 19, 2024 via a supermajority vote of the Unitholders, our Adviser agreed to waive management fees earned from and after December 31, 2022.

Net realized loss on investments

Our net realized loss on investments for the years ended December 31, 2023, 2022 and 2021 was $26.8 million, $0 and $51.8 million, respectively.

Our net realized loss on investments during the year ended December 31, 2023 was entirely attributable to the following investments (dollar amounts in thousands):

Issuer		Investment		Realized Gain (Loss)
Retail & Animal Intermediate, LLC		Subordinated Loan		$	(23,151	)	*
Guardia LLC		Revolver			(1,929	)	*
Animal Supply Holdings, LLC		Class A Common			(1,573	)	*
PNI Litigation Trust (Guardia LLC)		Preferred Equity			(115	)	*
Net Realized Loss				$	(26,768	)

* Includes reversals of previously recognized unrealized appreciation/(depreciation).

The Company did not have any realized gain or loss on investments during the year ended December 31, 2022 as no investments were disposed of during the year ended December 31, 2022.

Our net realized loss on investments during the year ended December 31, 2021 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer		Investment		Realized Gain (Loss)
Carrier & Technology Holdings, LLC*		Term Loan		$	(41,407	)	**
Guardia LLC*		Term Loan			(10,057	)	**
Guardia LLC*		Revolver			(7,362	)	**
RT Holdings Parent, LLC (fka RTI Holding Company, LLC)		Warrants			(1,380	)
Frontier Spinning Mills, Inc.		Term Loan			3,450		**
Quantum Corporation		Common Stock			4,414
All others		Various			514
Net Realized Loss				$	(51,828	)

*Guardia LLC (fka Carrier & Technology Solutions, LLC) and Carrier & Technology Holdings, LLC are related entities that formerly comprised a single portfolio company in which the Company had an investment in.

** Includes reversals of previously recognized unrealized appreciation/(depreciation).

Net change in unrealized appreciation/(depreciation) on investments

Our net change in unrealized appreciation/(depreciation) on investments for the years ended December 31, 2023, 2022 and 2021 was $5.4 million, $13.2 million and $120.1 million, respectively.

Our net change in unrealized appreciation/(depreciation) for the year ended December 31, 2023 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer		Investment		Change in Unrealized Appreciation/ (Depreciation)
Retail & Animal Intermediate, LLC		Subordinated Loan		$	23,151		*
H-D Advanced Manufacturing Company		Term Loan			8,415
Cedar Ultimate Parent, LLC		Class A Preferred Units			8,228
SSI Parent, LLC (fka School Specialty, Inc.)		Common Stock			4,509
TCW DLSV LLC		Preferred membership Interests			3,639
SSI Parent, LLC (fka School Specialty, Inc.)		Class A Preferred Stock			2,338
Pace Industries, Inc.		Term Loan			(2,839	)
Retail & Animal Intermediate, LLC		Delayed Draw Priming Term Loan			(5,058	)
Animal Supply Company, LLC		Term Loan			(6,313	)
Pace Industries, Inc.		HoldCo Term Loan			(31,455	)
All others		Various			808
Net change in unrealized appreciation/(depreciation)				$	5,423

* Includes reversals of previously recognized unrealized appreciation/(depreciation).

Our net change in unrealized appreciation/(depreciation) for the year ended December 31, 2022 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer		Investment		Change in Unrealized Appreciation/ (Depreciation)
H-D Advanced Manufacturing Company		Term Loan		$	33,767
SSI Parent, LLC (fka School Specialty, Inc.)		Common Stock			27,419
TCW DLSV LLC		Preferred membership Interests			12,447
SSI Parent, LLC (fka School Specialty, Inc.)		Class B Preferred Stock			3,839
Animal Supply Company, LLC		Term Loan			(2,048	)
Cedar Ultimate Parent, LLC		Class D Preferred Units			(2,262	)
Retail & Animal Intermediate, LLC		Subordinated Loan			(4,248	)
Cedar Ultimate Parent, LLC		Class A Preferred Units			(4,503	)
Quantum Corporation		Common Stock			(7,825	)
Pace Industries, Inc.		HoldCo Term Loan			(42,162	)
All others		Various			(1,232	)
Net change in unrealized appreciation/(depreciation)				$	13,192

Our net change in unrealized appreciation/(depreciation) for the year ended December 31, 2021 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer		Investment		Change in Unrealized Appreciation/ (Depreciation)
Carrier & Technology Holdings, LLC		Term Loan		$	42,546		*
RT Holdings Parent, LLC (fka RTI Holding Company, LLC)		Class A Units			15,726
TCW Direct Lending Strategic Ventures LLC		Preferred membership Interests			13,125
OTG Management, LLC		Term Loans			15,193
Guardia LLC		Term Loan			9,388		*
SSI Parent, LLC (fka School Specialty, Inc.)		Preferred Stock			7,708
Pace Industries, Inc.		Term Loan			7,285
Cedar Ultimate Parent, LLC		Class A Preferred Units			6,658
Guardia LLC		Revolver			4,825		*
RT Holdings Parent, LLC		Warrants			3,477
Noramco, LLC		Term Loan			2,858
Cedar Ultimate Parent, LLC		Class D Preferred Units			2,262
Quantum Corporation		Common Stock			(3,275	)	*
Retail & Animal Intermediate, LLC (fka ASC Acquisition Holdings, LLC)		Subordinated Loan			(5,095	)
H-D Advanced Manufacturing Company		Term Loan			(6,580	)
All others		Various			4,040
Net change in unrealized appreciation/(depreciation)				$	120,141

* Includes reversals of previously recognized unrealized appreciation/(depreciation).

Net realized gain on short-term investments

During the years ended December 31, 2023, 2022 and 2021 we earned $4.3 million, $0.1 million and $13 thousand, respectively, in realized gains from our short-term investments in government treasuries.

Net increase in members' capital from operations

Our net increase in members' capital from operations during the years ended December 31, 2023, 2022 and 2021 was $20.5 million, $43.4 million and $104.0 million, respectively.

The relative decrease during the year ended December 31, 2023 is primarily due to the higher net unrealized depreciation on investments and higher net realized losses on investments partially offset by higher net investment income.

The relative decrease during the year ended December 31, 2022 is primarily due to the higher net unrealized depreciation on investments coupled with lower net investment income and partially offset by lower net realized loss on investments.

The relative increase during the year ended December 31, 2021 is primarily due to the higher net unrealized appreciation on investments, partially offset by lower net investment income and higher net realized loss on investments.

Direct Lending Strategic Ventures LLC

On June 5, 2015, the Company, together with an affiliate of Security Benefit Corporation and accounts managed by Oak Hill Advisors, L.P., entered into an Amended and Restated Limited Liability Company Agreement (the "Agreement") to become members of TCW Strategic Ventures. TCW Strategic Ventures focuses primarily on making senior secured floating rate loans to middle-market borrowers. The Agreement was effective June 5, 2015.

The Company's capital commitment is $481.6 million, representing approximately 80% of the preferred and common equity ownership of TCW Strategic Ventures, with the third-party investors representing the remaining capital commitments and preferred and common equity ownership. A portion of the Company's capital commitment was satisfied by the contribution of two loans to TCW Strategic Ventures. TCW Strategic Ventures also entered into a revolving credit facility to finance a portion of certain eligible investments on June 5, 2015. The revolving credit facility is for up to $600 million. TCW Strategic Ventures is managed by a management committee comprised of two members, one appointed by the Company and one appointed by Oak Hill Advisors, L.P. All decisions of the management committee require unanimous approval of its members. Neither the Company, nor the Adviser will receive management fees from this entity. Although the Company owns more than 25% of the voting securities of TCW Strategic Ventures, the Company does not believe that it has control over TCW Strategic Ventures (other than for purposes of the 1940 Act). The Company's ability to withdraw from the fund is subject to restrictions.

On April 30, 2021, TCW Strategic Ventures' revolving credit facility was terminated.

Financial Condition, Liquidity and Capital Resources

On March 19, 2015 we completed the final private placement of Common Units. We generate cash from (1) drawing down capital in respect of Common Units, (2) cash flows from investments and operations and (3) borrowings from banks or other lenders.

Our primary use of cash is for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including expenses, management fees, incentive fees, and any indemnification obligations), (3) debt service of any borrowings and (4) cash distributions to the Common Unitholders.

On July 11, 2022, our Members approved a reduction in Undrawn Commitments by $10.43 per unit, resulting in an approximately 41.18% reduction of overall remaining available capital commitments. We effected this commitment reduction by reducing the number of outstanding undrawn units and thereby reducing total Units from 20,134,698 to 18,034,649. Such Unit reduction was proportionately effected for each Member and therefore has no impact on each Member's percentage interest in us. As of December 31, 2023, 2022 and 2021, aggregate Commitments, Undrawn Commitments and subscribed for Units of the Company are as follows (dollar amounts in thousands):

		December 31,
		2023			2022			2021
Commitments		$	1,803,465			$	1,803,465			$	2,013,470
Undrawn commitments		$	199,120			$	199,120			$	409,125
Percentage of commitments funded			89.0	%			89.0	%			79.7	%
Units			18,034,649				18,034,649				20,134,698

Natixis Credit Agreement

We have a secured revolving credit agreement (the "Credit Agreement") with Natixis, New York Branch ("Natixis") as administrative agent and committed lender. The Credit Agreement provides for a revolving credit line of up to $750 million (the "Maximum Commitment") (the "Credit Facility"), subject to the lesser of the "Borrowing Base" assets or the Maximum Commitment (the "Available Commitment"). The Borrowing Base assets generally equal the sum of (a) a percentage of certain eligible investments in a controlled account, (b) a percentage of unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Credit Agreement is generally secured by the Borrowing Base assets.

On April 10, 2017, we entered into a Third Amended and Restated Revolving Credit Agreement. Under the April 10, 2017 Credit Agreement borrowings bear interest at a rate equal to either the (a) adjusted eurodollar rate calculated in a customary manner plus 2.35%, (b) commercial paper rate plus 2.35%, or (c) a base rate calculated in a customary manner (using the higher of the Federal Funds Rate plus 0.50%, the Prime Rate and the Floating LIBOR Rate plus 1.00%) plus 1.35%. Moreover, the Credit Agreement's stated maturity date was extended from November 10, 2017 to April 10, 2020.

On April 6, 2020, we entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Amended Credit Agreement"), with Natixis, New York Branch, as administrative agent and the lenders party thereto. The Amended Credit Agreement provides for a revolving credit line of up to $375.0 million (with an option for us to increase this amount to $450.0 million subject to consent of the lenders and satisfaction of certain other conditions), subject to the available borrowing base, which is generally the sum of (a) a percentage of certain eligible investments, (b) a percentage of remaining unfunded commitments from certain eligible investors in the Company and (c) cash in a controlled account. The Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of our investors, portfolio investments and substantially all other assets of the Company. The stated maturity date of the Amended Credit Agreement was April 9, 2021, which date (subject to the satisfaction of certain conditions) could have been extended by the Company for up to an additional 364 days. Borrowings under the Amended Credit Agreement bore interest at a rate equal to either (a) adjusted eurodollar rate calculated in a customary manner plus 2.50%, (b) commercial paper rate plus 2.50%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted eurodollar rate plus 1.00%) plus 1.50%, provided however in each case the commercial paper rate and the eurocurrency rate shall have a floor of 1.00%.

On May 27, 2020, we entered into a Lender Group Joinder Agreement pursuant to which Zions Bancorporation, N.A. d/b/a California Bank & Trust was added as a committed lender (with a commitment of $25.0 million) under the Amended Credit Agreement. Concurrently therewith, we elected to increase the size of our revolving credit line under the Credit Agreement to $400.0 million. On December 29, 2020, we elected to permanently decrease the size of our revolving credit line under the Credit Agreement to $177.0 million.

On April 6, 2021, we entered into a Third Amendment to the Amended Credit Agreement (the "Third Amended Credit Agreement"). The Third Amended Credit Agreement provides for a revolving credit line of up to $177,000, subject to the available borrowing base, which is generally a percentage of remaining unfunded commitments from certain eligible investors in the Company. The Third Amended Credit Agreement is generally secured by the unfunded commitments (together with the recallable amounts) of the Company's investors. The stated maturity date of the Third Amended Credit Agreement is April 8, 2022, which (subject to the satisfaction of certain conditions) may be extended by us for up to an additional 364 days. On March 23, 2022, the Company exercised its final extension option, and extended the maturity date of the Third Amended Credit Agreement to April 7, 2023. Borrowings under the Third Amended Credit Agreement bear interest at a rate equal to either (a) adjusted eurodollar rate calculated in a customary manner plus 1.95%, (b) commercial paper rate plus 1.95%, or (c) a base rate calculated in a customary manner (which will never be less than the adjusted eurodollar rate plus 1.00%) plus 0.95%, provided however in each case the CP Rate and the Eurocurrency Rate shall have a floor of 0.00%. The Credit Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Company fail to satisfy certain covenants. As of December 31, 2023, we were in compliance with such covenants.

On January 10, 2023, we entered into a Fourth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fourth Amended Credit Agreement"). The Fourth Amended Credit Agreement replaces the Eurocurrency Rate with a Daily Simple SOFR Rate, Term SOFR Rate and Adjusted Term SOFR Rate (each as defined in the Fourth Amended Credit Agreement) for purposes of calculating interest on the loan. Each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR Rate for such Interest Period plus the interest rate spread or "Applicable Margin." Each Daily SOFR Loan will bear interest on the outstanding principal amount thereof at a rate per annum equal to Daily Simple SOFR plus the Applicable Margin. The Term SOFR Loan and Daily SOFR Loan have an Applicable Margin of 1.95%.

On April 7, 2023, we entered into the Fifth Amendment to the Third Amended and Restated Revolving Credit Agreement (the "Fifth Amended Credit Agreement"). The Fifth Amended Credit Agreement removed the Adjusted Term SOFR Rate for purposes of calculating interest on the loan but kept the Daily Simple SOFR and Term SOFR rates as is. It also updated the Applicable Margin from 0.95% to 1.15% for Base Rate Loans and from 1.95% to 2.15% for all other loan types. The revolving credit line was also reduced from $177,000 to $152,000 and lastly, the maturity date of the loan was extended 364 days to April 5, 2024.

A summary of our contractual payment obligations as of December 31, 2023 and 2022 is as follows (dollar amounts in thousands):

Revolving Credit Agreement		Total Facility Commitment			Borrowings Outstanding			Available Amount(1)
Total Debt Obligations - December 31, 2023		$	152,000			$	77,050			$	74,950
Total Debt Obligations - December 31, 2022		$	177,000			$	126,250			$	50,750

(1) The amount available considers any limitations related to the debt facility borrowing.

The carrying amount of the Credit Facility, which is categorized as Level 2 within the fair value hierarchy as of December 31, 2023 and 2022, approximates its fair value. Valuation techniques and significant inputs used to determine fair value include Company details, credit, market and liquidity risk and events, financial health of the Company, place in the capital structure, interest rate and terms and conditions of the Credit Facility.

Costs associated with the Credit Facility are recorded as deferred financing costs on our Consolidated Statements of Assets and Liabilities and the costs are being amortized over the life of the Credit Facility. We incurred financing costs of $0.9 million and $0.5 million in connection with the April 6, 2021 Third Amended Credit Agreement and the April 7, 2023 Fifth Amended Credit Agreement, respectively. As of December 31, 2023 and 2022, $0.1 million and $0.1 million, respectively, of such prepaid deferred financing costs had yet to be amortized.

The summary information regarding the Credit Facility for the years ended December 31, 2023, 2022 and 2021 was as follows (dollar amounts in thousands):

		For the Year Ended December 31,
		2023			2022			2021
Credit facility interest expense		$	7,139			$	4,484			$	2,842
Undrawn commitment fees			241				240				250
Administrative fees			65				67				65
Amortization of deferred financing costs			541				857				1,620
Total		$	7,986			$	5,648			$	4,777
Weighted average interest rate			7.13	%			3.76	%			2.43	%
Average outstanding balance		$	98,800			$	117,768			$	115,250

We may, from time to time, enter into repurchase agreements with Barclays Bank PLC ("Barclays"), whereby we sell to Barclays our short-term investments and concurrently enter into an agreement to repurchase the same investments at an agreed-upon price at a future date, generally within 30-days (the "Repurchase Transaction").

In accordance with ASC 860, Transfers and Servicing, these Repurchase Transactions meet the criteria for secured borrowings. Accordingly, the short-term investments remain on our Consolidated Statements of Assets and Liabilities as an asset, and we record a liability to reflect our repurchase obligation to Barclays (the "Repurchase Obligation"). The Repurchase Obligation is secured by the short-term investments that are the subject of the repurchase agreement.

We had no outstanding Repurchase Obligations as December 31, 2023 and 2022. Interest expense incurred under these Repurchase Transactions was $5.9 million, $1.6 million, and $0.2 million for the years ended December 31, 2023, 2022, and 2021, respectively.

We had the following unfunded commitments and unrealized losses by investment as of December 31, 2023 and 2022 (dollar amounts in thousands):

				December 31, 2023			December 31, 2022
Unfunded Commitments		Maturity/ Expiration		Amount			Unrealized Depreciation			Amount			Unrealized Depreciation
Pace Industries, Inc.		June 2025		$	3,671			$	158			$	2,086			$	-
Retail & Animal Intermediate, LLC		November 2025			2,242				2,241				4,981				-
Ruby Tuesday Operations LLC (fka Ruby Tuesday, Inc.)		February 2025			4,921				-				4,921				-
Total				$	10,834			$	2,399			$	11,988			$	-

The Company's total capital commitment to its underlying investment in Strategic Ventures is $481,600. As of December 31, 2023 and 2022, the Company's unfunded commitment to Strategic Ventures was $219,646.

In accordance with our Second Amended and Restated Limited Liability Company Agreement, we may make follow-on investments up to an aggregate maximum of 10% of Capital Commitments (as defined in our Second Amended and Restated Limited Liability Company Agreement), provided that any such follow-on investment to be made after September 19, 2020, the third anniversary of the expiration of our commitment period, shall require the prior consent of a majority in interest of our Common Unitholders.

In October 2022, our Members approved a proposal to allow us to make pre-identified follow-on investments in specific portfolio companies as well as their holding companies, subsidiaries, successors or other affiliates, up to an aggregate maximum of 10% of Capital Commitments. Such approval is valid throughout the remaining Company term.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, including changes in interest rates. At December 31, 2023, 98.2% of our debt investments bore interest based on floating rates, such as SOFR. The interest rates on such investments generally reset by reference to the current market index after one to nine months. At December 31, 2023, the percentage of our floating rate debt investments that bore interest based on an interest rate floor was 0.0%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to nine months only if the index exceeds the floor.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates. Based on our December 31, 2023 consolidated balance sheet, the following table shows the annual impact on net investment income (excluding the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure (dollar amounts in thousands):

		Interest Income			Interest Expense			Net Investment Income (Loss)
Up 300 basis points		$	8,502			$	2,344			$	6,158
Up 200 basis points			5,668				1,562				4,106
Up 100 basis points			2,834				781				2,053
Down 100 basis points			(2,834	)			(781	)			(2,053	)
Down 200 basis points			(5,668	)			(1,562	)			(4,106	)
Down 300 basis points			(8,502	)			(2,344	)			(6,158	)

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

See the audited financial statements set forth herein commencing on page F-1 of this annual report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation, our President and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective, at a reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and disposition of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with the authorization of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023, based upon the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as of December 31, 2023, we maintained in all material respects, effective internal control over financial reporting. Pursuant to rules established by the SEC, this annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item has been omitted and will be incorporated herein by reference, when filed, to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item has been omitted and will be incorporated herein by reference, when filed, to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS

The information required by this Item has been omitted and will be incorporated herein by reference, when filed, to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item has been omitted and will be incorporated herein by reference, when filed, to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item has been omitted and will be incorporated herein by reference, when filed, to our Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a) List separately all financial statements filed

The financial statements included in this Annual Report on Form 10-K are listed on page F-1 and commence on page F-3.

(b) The following exhibits are filed as part of this report or incorporated herein by reference to exhibits previously filed with the SEC.

Exhibits
3.1	Certificate of Formation (incorporated by reference to Exhibit 3.1 to a registration on Form 10 filed on April 18, 2014)
3.4	Second Amended and Restated Limited Liability Company Agreement, dated September 19, 2014 (incorporated by reference to Exhibit 3.4 to a filing on Form 10-Q filed on November 7, 2014)
10.1	Investment Advisory and Management Agreement (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on September 25, 2014).
10.2	Administration Agreement dated September 15, 2014, by and between TCW Direct Lending LLC and TCW Asset Management Company (incorporated by reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q filed on November 7, 2014).
10.6	Final form of the TCW Direct Lending Strategic Ventures LLC Amended and Restated Limited Liability Company Agreement, dated June 5, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 10, 2015).
10.8	Third Amended and Restated Revolving Credit Agreement, dated April 10, 2017, by and among TCW Direct Lending LLC, as borrower, Natixis, New York Branch, as administrative agent, sole lead arranger and sole book manager, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 14, 2017).
10.10	First Amendment to the Third Amended and Restated Revolving Credit Agreement, dated April 6, 2020, by and among TCW Direct Lending LLC, as borrower, Natixis, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 13, 2020).
10.11	Lender Group Joinder Agreement, dated May 27, 2020 by and among Zions Bancorporation, N.A. d/b/a California Bank & Trust, Natixis, New York Branch (as Administrative Agent) and TCW Direct Lending LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 2, 2020).
10.12	Third Amendment to the Third Amended and Restated Revolving Credit Agreement, dated April 6, 2021, by and among TCW Direct Lending LLC, as borrower, Natixis, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 12, 2021).
10.13	Fifth Amendment to the Third Amended and Restated Revolving Credit Agreement, dated April 7, 2023, by and among TCW Direct Lending LLC, as borrower, Natixis, New York Branch, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q filed on May 11, 2023).
21.1*	Subsidiaries of the Registrant
31.1*	Certification of President Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2*	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1*	Certification of President Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
32.2*	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
99.1*	Financial Statements of TCW Direct Lending Strategic Ventures LLC for the twelve months ended December 31, 2023
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

ITEM 16. Form 10-K Summary

None.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		TCW DIRECT LENDING LLC
Date: March 28, 2024		By:	/s/ Richard T. Miller
			Richard T. Miller
			Chairman of the Board, President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: March 28, 2024		By:	/s/ Richard T. Miller
			Richard T. Miller
			Chairman of the Board, President and Director
			(Principal Executive Officer)
Date: March 28, 2024		By:	/s/ David R. Adler
			David R. Adler
			Director
Date: March 28, 2024		By:	/s/ William Cobb
			William Cobb
			Director
Date: March 28, 2024		By:	/s/ Donald M. Mykrantz
			Donald M. Mykrantz
			Director
Date: March 28, 2024		By:	/s/ Andrew J. Kim
			Andrew J. Kim
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

TCW Direct Lending LLC

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Schedule of Investments as of December 31, 2023 and 2022	F-4
Consolidated Statements of Assets and Liabilities as of December 31, 2023 and 2022	F-14
Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, and 2021	F-15
Consolidated Statements of Changes in Members' Capital for the Years Ended December 31, 2023, 2022, and 2021	F-16
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021	F-17
Notes to Consolidated Financial Statements	F-18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unitholders and the Board of Directors of TCW Direct Lending LLC

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying consolidated statements of assets and liabilities of TCW Direct Lending LLC (the "Company"), including the consolidated schedule of investments, as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in members' capital, and cash flows for each of the three years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, the results of its operations, changes in members' capital and cash flows for each of the three years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2023 and 2022, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Investments, at fair value - Level 3 Investment Valuations and Fair Value Measurements - Refer to Note 3

Critical Audit Matter Description

The Company held certain investments with fair values based on significant unobservable inputs that reflect management's determination of assumptions that market participants might reasonably use in valuing the investments. These investments are classified as Level 3 investments under accounting principles generally accepted in the United States of America. These investments included debt and equity securities, each of which lack observable market prices. Such investments are valued based on specific pricing models, internal assumptions and the weighting of the available pricing inputs. A market approach is generally used to determine fair value of equity instruments and a discounted cash flow approach or enterprise value waterfall is generally used for debt

instruments. Valuation may also include a shadow rating method. The fair value of the Company's Level 3 investments was $371,795,690 as of December 31, 2023.

We identified the valuation of Level 3 investments as a critical audit matter because of the judgments necessary for management to select appropriate valuation techniques and to use significant unobservable inputs to estimate the fair value of the investment. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best available pricing inputs as determined by management. This required a high degree of auditor judgement and increased effort, including the need to involve our fair value specialists who possess significant quantitative and modeling expertise, to audit and evaluate the appropriateness of these models and internal assumptions and the weighting of the best available pricing inputs in determining the fair value of these investments.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation techniques and unobservable inputs used by management to estimate the fair value of Level 3 investments included the following, among others:

Los Angeles, California

March 28, 2024

We have served as the Company's auditor since 2014.

Industry		Issuer		Acquisition Date		Investment		% of Net Assets			Par Amount			Maturity Date		Amortized Cost			Fair Value
		DEBT(1)
Distributors
		Animal Supply Company, LLC(2)(3)		08/14/20		Term Loan - 14.15% inc PIK (SOFR + 8.50%, 1.00% Floor, all PIK)			5.2	%		$	28,354,729			08/14/25		$	27,414,761			$	19,054,378
		Retail & Animal Intermediate, LLC(3)		07/29/22		Delayed Draw Priming Term Loan - 20.00% inc PIK (20.00%, Fixed Coupon, all PIK)			0.0	%			2,816,305			11/14/25			2,816,305				-
									5.2	%								30,231,066				19,054,378
Diversified Consumer Services
		SSI Parent, LLC (fka School Specialty, Inc.)(4)		09/15/20		Term Loan - 13.46% (SOFR + 8.00%, 1.25% Floor)			2.4	%			8,808,264			12/29/26			8,788,376				8,808,264
									2.4	%								8,788,376				8,808,264
Hotels, Restaurants & Leisure
		Ruby Tuesday Operations LLC(4)		02/24/21		Term Loan - 17.46% inc PIK (SOFR + 12.00%, 1.25% Floor, 6.00% PIK)			1.8	%			6,696,255			02/24/25			6,696,255				6,696,255
		Ruby Tuesday Operations LLC(4)		02/01/23		Incremental Term Loan - 21.46% inc PIK (SOFR + 16.00%, 1.25% Floor, all PIK)			0.8	%			1,750,883			02/24/25			1,750,883				2,940,257
									2.6	%								8,447,138				9,636,512
Household Durables
		Cedar Electronics Holdings, Corp.(4)		05/19/15		Term Loan - 13.46% (SOFR + 8.00%, 1.50% Floor)			3.8	%			14,018,452			12/31/26			14,018,421				14,018,452
		Cedar Electronics Holdings, Corp.(4)		01/30/19		Incremental Term Loan - 15.00% inc PIK (15.00%, Fixed Coupon, all PIK)			1.4	%			5,020,439			12/31/26			5,020,439				5,020,439
									5.2	%								19,038,860				19,038,891
Industrial Conglomerates
		H-D Advanced Manufacturing Company		06/30/15		Term Loan - 13.96% inc PIK (SOFR + 8.50%, 1.50% Floor, all PIK)			26.8	%			98,278,214			11/12/25			98,230,450				98,278,214
									26.8	%								98,230,450				98,278,214
Metals & Mining
		Pace Industries, Inc.(2) (4)		06/01/20		HoldCo Term Loan - 7.53% inc PIK (SOFR + 2.00%, 1.50% Floor, all PIK)			0.0	%			95,788,448			06/01/40			78,137,869				-
		Pace Industries, Inc.(4)		06/01/20		Term Loan - 13.78% inc PIK (SOFR + 8.25%, 1.50% Floor, all PIK)			17.2	%			65,816,181			06/01/25			65,803,789				62,986,086
		Pace Industries, Inc.(4)		10/07/22		Revolver - 13.81% inc PIK (SOFR + 8.25%, 1.50% Floor, all PIK)			4.1	%			15,746,858			06/01/25			15,746,858				15,069,743
									21.3	%								159,688,516				78,055,829
Pharmaceuticals
		Noramco, LLC		07/01/16		Term Loan - 13.92% inc PIK (SOFR + 8.38%, 1.00% Floor, 0.38% PIK)			11.9	%			43,900,104			01/31/25			43,900,103				43,505,002
									11.9	%								43,900,103				43,505,002
		Total Debt Investments							75.4	%								368,324,509				276,377,090

Industry		Issuer		Investment		% of Net Assets			Shares			Amortized Cost			Fair Value
		EQUITY
Diversified Consumer Services
		SSI Parent, LLC (fka School Specialty, Inc.)(4)(5)(7)		Class A Preferred Stock			4.2	%			806,264			$	8,062,637			$	15,399,637
		SSI Parent, LLC (fka School Specialty, Inc.)(4)(5)(7)		Class B Preferred Stock			1.3	%			359,474				356,635				4,888,847
		SSI Parent, LLC (fka School Specialty, Inc.)(4)(5)(7)		Common Stock			8.7	%			80,700				53,889				31,928,148
							14.2	%						8,473,161				52,216,632
Hotels, Restaurants & Leisure
		RT Holdings Parent, LLC(2)(4)(7)		Class A Units			5.3	%			5,475,885				5,133,708				19,487,032
		RT Holdings Parent, LLC(2)(4)(7)		Warrant, expires 12/21/27			0.9	%			912,647				-				3,247,928
		RT Holdings Parent, LLC(2)(4)(7)		Class P-1 Units			0.1	%			105,624				133,086				376,000
		RT Holdings Parent, LLC(2)(4)(7)		Class P-2 Units			0.0	%			53,104				66,914				110,000
							6.3	%						5,333,708				23,220,960
Household Durables
		Cedar Ultimate Parent, LLC(2)(4)(7)		Class A Preferred Units			5.4	%			9,297,990				9,187,902				19,981,009
		Cedar Ultimate Parent, LLC(2)(4)(7)		Class E Common Units			0.0	%			300,000				-				-
		Cedar Ultimate Parent, LLC(2)(4)(7)		Class D Preferred Units			0.0	%			2,900,000				-				-
							5.4	%						9,187,902				19,981,009
Investment Funds & Vehicles
		TCW Direct Lending Strategic Ventures(2)(4)(6)		Common membership Interests			0.0	%			800				-				-
		TCW Direct Lending Strategic Ventures(4)(6)		Preferred membership Interests			19.0	%			66,880				66,880,000				69,780,704
							19.0	%						66,880,000				69,780,704
Metals & Mining
		Pace Industries, Inc.(2)(4)(7)		Common Stock			0.0	%			971,418				2,110,522				-
							0.0	%						2,110,522				-
Technologies Hardware, Storage and Peripherals
		Quantum Corporation(2)		Common Stock			0.2	%			1,766,327				6,481,788				618,214
							0.2	%						6,481,788				618,214
		Total Equity Investments					45.1	%						98,467,081				165,817,519
		Total Debt & Equity Investments(8)					120.5	%						466,791,590				442,194,609
		Cash Equivalents
		First American Government Obligation Fund, Yield 5.30%					0.6	%			2,372,278				2,372,278				2,372,278
		Total Cash Equivalents					0.6	%						2,372,278				2,372,278
		Short-term Investments
		U.S. Treasury Bill, Yield 5.26%					134.1	%			500,000,000				491,965,556				491,965,556
		Total Short-term Investments					134.1	%						491,965,556				491,965,556
		Total Investments (255.4%)										$	961,129,424			$	936,532,443
		Net unrealized depreciation on unfunded commitments (-0.7%)														(2,399,435	)
		Liabilities in Excess of Other Assets (-154.7%)														(567,393,553	)
		Net Assets (100.0%)													$	366,739,455

Name of Investment		Fair Value at December 31, 2022			Gross Addition (a)			Gross Reduction (b)			Realized Gains (Losses)			Net Change in Unrealized Appreciation/ (Depreciation)			Fair Value at December 31, 2023			Interest/Dividend/ Other income
Animal Supply Holdings LLC Class A Common		$	-			$	-			$	-			$	(1,572,727	)		$	1,572,727			$	-			$	-
Animal Supply Company, LLC Term Loan - 9.50%			22,624,644				2,742,303				-				-				(6,312,569	)			19,054,378				2,748,900
Guardia LLC (fka Carrier & Technology, LLC) Revolver - 8.75%			2,604,562				1,072				-				(1,928,556	)			(677,078	)			-				-
PNI Litigation Trust (fka Guardia) Preferred Equity			-				-				-				(115,715	)			115,715				-				-
Retail & Animal Intermediate, LLC Delayed Draw Priming Term Loan			-				2,816,304				-				-				(2,816,304	)			-				312,939
Retail and Animal Intermediate Subordinated Loan - 7.00%			-				-				-				(23,151,201	)			23,151,201				-				-
Total Non-Controlled Affiliated Investments		$	25,229,206			$	5,559,679			$	-			$	(26,768,199	)		$	15,033,692			$	19,054,378			$	3,061,839

Name of Investment		Fair Value at December 31, 2022			Gross Addition (a)			Gross Reduction (b)			Realized Gains (Losses)			Net Change in Unrealized Appreciation/ (Depreciation)			Fair Value at December 31, 2023			Interest/Dividend/ Other income
Cedar Electronics Holdings, Corp Incremental Term Loan - 15.00%		$	4,316,274			$	704,165			$	-			$	-			$	-			$	5,020,439			$	773,261
Cedar Electronics Holdings, Corp Term Loan - 9.50%			15,126,452				532				(1,107,870	)			-				(662	)			14,018,452				2,083,627
Cedar Ultilate Parent, LLC Class A Preferred Unit			11,753,031				-				-				-				8,227,978				19,981,009				-
Cedar Ultilate Parent, LLC Class D Preferred Unit			-				-				-				-				-				-				-
Cedar Ultilate Parent, LLC Class E Preferred Unit			-				-				-				-				-				-				-
Pace Industries, Inc. Common Stock			-				-				-				-				-				-				-
Pace Industries, Inc. Term Loan - 3.50%			31,455,178				-				-				-				(31,455,178	)			-				17,031
Pace Industries, Inc. Term Loan - 9.75%			57,579,326				8,245,605				-				-				(2,838,845	)			62,986,086				8,439,162
Pace Industries, LLC Revolver Opco			8,616,757				7,130,100				-				-				(677,114	)			15,069,743				1,831,440
RT Holdings Parent, LLC Class A Unit			19,103,720				-				-				-				383,312				19,487,032				-
RT Holdings Parent, LLC Warrant			3,184,225				-				-				-				63,703				3,247,928				-
Ruby Tuesday Operations, LLC Term Loan			6,715,899				999,628				(1,019,272	)			-				-				6,696,255				1,327,622
Ruby Tuesday Operations, LLC Incremental Term Loan			-				1,750,882				-				-				1,189,375				2,940,257				318,000
Ruby Tuesday Operations, LLC Revolver - 2.78%			-				-				-				-				-				-				62,186
Ruby Tuesday P-1 Units			368,005				-				-				-				7,995				376,000				-
Ruby Tuesday P-2 Units			106,999				-				-				-				3,001				110,000				-
SSI Parent, LLC (fka School Specialty, Inc.) Common Stock			27,419,241				-				-				-				4,508,907				31,928,148				6,196,400
SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock A			13,061,335				-				-				-				2,338,302				15,399,637				-
SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock B			4,529,373				-				-				-				359,474				4,888,847				-
SSI Parent, LLC (fka School Specialty, Inc.) Term Loan - 9.25%			35,383,037				-				(26,467,962	)			-				(106,811	)			8,808,264				2,351,953
TCW Direct Lending Strategic Ventures LLC Common Membership Interests			-				-				-				-				-				-				-
TCW Direct Lending Strategic Ventures LLC Preferred Membership Interests			84,141,713				-				(18,000,000	)			-				3,638,991				69,780,704				2,400,000
Total Controlled Affiliated Investments		$	322,860,565			$	18,830,912			$	(46,595,104	)		$	-			$	(14,357,572	)		$	280,738,801			$	25,800,682

SOFR - Secured Overnight Financing Rate, generally 1-Month or 3-Month

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $27,282,868and $81,882,519,respectively, for the period ended December 31, 2023. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.

Geographic Breakdown of Portfolio
United States		100	%

See Notes to Consolidated Financial Statements.

Industry		Issuer		Acquisition Date		Investment		% of Net Assets			Par Amount			Maturity Date		Amortized Cost			Fair Value
		DEBT(1)
Distributors
		Animal Supply Company, LLC(3)		08/14/20		Term Loan - 13.16% inc PIK (SOFR + 8.50%, 1.00% Floor, all PIK)			5.8	%		$	24,672,459			08/14/25		$	24,672,459			$	22,624,644
		Retail & Animal Intermediate, LLC(2)(3)		08/14/20		Subordinated Loan - 7.00% inc PIK (7.00%, Fixed Coupon, all PIK)			0.0	%			28,849,033			11/14/25			23,151,201				-
									5.8	%								47,823,660				22,624,644
Diversified Consumer Services
		SSI Parent, LLC (fka School Specialty, Inc.)(4)		09/15/20		Term Loan - 12.43% (SOFR + 8.00%, 1.25% Floor)			9.0	%			35,383,037			12/29/26			35,256,338				35,383,037
									9.0	%								35,256,338				35,383,037
Diversified Financial Services
		Guardia LLC(2) (3)		07/02/18		Revolver - 11.38% inc PIK (LIBOR + 7.25%, 1.50% Floor, all PIK)			0.7	%			11,679,652			07/02/23			1,927,484				2,604,562
									0.7	%								1,927,484				2,604,562
Hotels, Restaurants & Leisure
		Ruby Tuesday Operations LLC(4)		02/24/21		Term Loan - 16.06% inc PIK (LIBOR + 12.00%, 1.25% Floor, 6.00% PIK)			1.7	%			6,715,899			02/24/25			6,715,899				6,715,899
									1.7	%								6,715,899				6,715,899
Household Durables
		Cedar Electronics Holdings, Corp.(4)		05/19/15		Term Loan - 12.07% (LIBOR + 8.00%, 1.50% Floor)			3.8	%			15,126,452			12/18/23			15,125,760				15,126,452
		Cedar Electronics Holdings, Corp.(4)		01/30/19		Incremental Term Loan - 15.00% inc PIK (15.00%, Fixed Coupon, all PIK)			1.1	%			4,316,274			12/18/23			4,316,274				4,316,274
									4.9	%								19,442,034				19,442,726
Industrial Conglomerates
		H-D Advanced Manufacturing Company		06/30/15		Term Loan - 12.92% inc PIK (SOFR + 8.50%, 1.50% Floor, all PIK)			31.0	%			130,270,359			11/12/25			130,170,471				121,802,785
									31.0	%								130,170,471				121,802,785
Metals & Mining
		Pace Industries, Inc.(2) (4)		06/01/20		HoldCo Term Loan - 6.74% inc PIK (LIBOR + 2.00%, 1.50% Floor, all PIK)			8.0	%			89,108,152			06/01/40			78,137,869				31,455,178
		Pace Industries, Inc.(4)		06/01/20		Term Loan - 12.85% inc PIK (SOFR + 8.25%, 1.50% Floor, all PIK)			14.6	%			57,579,326			06/01/25			57,558,184				57,579,326
		Pace Industries, Inc.(4)		10/07/22		Revolver - 12.96% inc PIK (SOFR + 8.25%, 1.50% Floor, all PIK)			2.2	%			8,616,757			06/01/25			8,616,757				8,616,757
									24.8	%								144,312,810				97,651,261
Pharmaceuticals
		Noramco, LLC		07/01/16		Term Loan - 12.13% inc PIK (LIBOR + 8.38%, 1.00% Floor, 0.38% PIK)			11.1	%			44,121,541			12/31/23			44,068,922				43,636,205
									11.1	%								44,068,922				43,636,205
		Total Debt Investments							89.0	%								429,717,618				349,861,119

Industry		Issuer		Investment		% of Net Assets			Shares			Amortized Cost			Fair Value
		EQUITY
Distributors
		Animal Supply Holdings, LLC(2)(3)(5)(8)		Class A Common			0.0	%			224,156			$	1,572,727			$	-
							0.0	%						1,572,727				-
Diversified Consumer Services
		SSI Parent, LLC (fka School Specialty, Inc.)(2)(4)(6)(8)		Class A Preferred Stock			3.3	%			806,264				8,062,637				13,061,335
		SSI Parent, LLC (fka School Specialty, Inc.)(2)(4)(6)(8)		Class B Preferred Stock			1.2	%			359,474				356,635				4,529,373
		SSI Parent, LLC (fka School Specialty, Inc.)(2)(4)(6)(8)		Common Stock			7.0	%			80,700				53,889				27,419,241
		PNI Litigation Trust (Guardia LLC) (2)(3)		Preferred Equity			0.0	%			115,715				115,715				-
							11.5	%						8,588,876				45,009,949
Hotels, Restaurants & Leisure
		RT Holdings Parent, LLC(2)(4)(8)		Class A Units			4.9	%			5,475,885				5,133,708				19,103,720
		RT Holdings Parent, LLC(2)(4)(8)		Warrant, expires 12/21/27			0.8	%			912,647				-				3,184,225
		RT Holdings Parent, LLC(2)(4)(8)		Class P-1 Units			0.1	%			105,624				133,086				368,005
		RT Holdings Parent, LLC(2)(4)(8)		Class P-2 Units			0.0	%			53,104				66,914				106,999
							5.8	%						5,333,708				22,762,949
Household Durables
		Cedar Ultimate Parent, LLC(2)(4)(8)		Class A Preferred Units			3.0	%			9,297,990				9,187,902				11,753,031
		Cedar Ultimate Parent, LLC(2)(4)(8)		Class E Common Units			0.0	%			300,000				-				-
		Cedar Ultimate Parent, LLC(2)(4)(8)		Class D Preferred Units			0.0	%			2,900,000				-				-
							3.0	%						9,187,902				11,753,031
Investment Funds & Vehicles
		TCW Direct Lending Strategic Ventures(2)(4)(7)		Common membership Interests			0.0	%			800				-				-
		TCW Direct Lending Strategic Ventures(4)(7)		Preferred membership Interests			21.4	%			84,880				84,880,000				84,141,713
							21.4	%						84,880,000				84,141,713
Metals & Mining
		Pace Industries, Inc.(2)(4)(8)		Common Stock			0.0	%			971,418				2,110,522				-
							0.0	%						2,110,522				-
Technologies Hardware, Storage and Peripherals
		Quantum Corporation(2)		Common Stock			0.5	%			1,766,327				6,481,788				1,925,296
							0.5	%						6,481,788				1,925,296
		Total Equity Investments					42.2	%						118,155,523				165,592,938
		Total Debt & Equity Investments(9)					131.2	%						547,873,141				515,454,057
		Cash Equivalents
		First American Government Obligation Fund, Yield 4.06%					1.1	%			4,223,290				4,223,290				4,223,290
		Total Cash Equivalents					1.1	%						4,223,290				4,223,290
		Short-term Investments
		U.S. Treasury Bill, Yield 4.53%					127.4	%			510,000,000				501,075,000				501,075,000
		Total Short-term Investments					127.4	%						501,075,000				501,075,000
		Total Investments (259.6%)										$	1,053,171,431			$	1,020,752,347
		Net unrealized depreciation on unfunded commitments (0.0%)														-
		Liabilities in Excess of Other Assets (-159.6%)														(627,537,291	)
		Net Assets (100.0%)													$	393,215,056

Name of Investment		Fair Value at December 31, 2021			Gross Additions(a)			Gross Reductions(b)			Realized Gains (Losses)			Net Change in Unrealized Appreciation/ (Depreciation)			Fair Value at December 31, 2022			Interest/ Dividend/ Other income
Animal Supply Holdings LLC Class A Common		$	-			$	-			$	-			$	-			$	-			$	-			$	-
ASC Acquisition Holdings LLC Term Loan - 9.50%			22,248,202				2,473,422				(49,166	)			-				(2,047,814	)			22,624,644				2,508,518
Guardia LLC (fka Carrier & Technology, LLC) Revolver - 8.75%			2,807,357				-				(514,460	)			-				311,665				2,604,562				-
PNI Litigation Trust (fka Guardia) Preferred Equity			-				115,715				-				-				(115,715	)			-				-
Retail and Animal Intermediate Subordinated Loan - 7.00%			4,247,569				-				-				-				(4,247,569	)			-				1,338
Total Non-Controlled Affiliated Investments		$	29,303,128			$	2,589,137			$	(563,626	)		$	-			$	(6,099,433	)		$	25,229,206			$	2,509,855

Name of Investment		Fair Value at December 31, 2021			Gross Additions(a)			Gross Reductions(b)			Realized Gains (Losses)			Net Change in Unrealized Appreciation/ (Depreciation)			Fair Value at December 31, 2022			Interest/ Dividend/ Other income
Cedar Electronics Holdings, Corp Incremental Term Loan - 15.00%		$	3,710,871			$	605,403			$	-			$	-			$	-			$	4,316,274			$	613,223
Cedar Electronics Holdings, Corp Term Loan - 9.50%			15,126,452				696				-				-				(696	)			15,126,452				1,806,572
Cedar Ultimate Parent, LLC Class A Preferred Unit			16,255,955				-				-				-				(4,502,924	)			11,753,031				-
Cedar Ultimate Parent, LLC Class D Preferred Unit			2,262,000				-				-				-				(2,262,000	)			-				-
Cedar Ultimate Parent, LLC Class E Preferred Unit			-				-				-				-				-				-				-
Pace Industries, Inc. Common Stock			-				-				-				-				-				-				-
Pace Industries, Inc. Term Loan - 3.50%			73,617,540				-				-				-				(42,162,362	)			31,455,178				55,064
Pace Industries, Inc. Term Loan - 9.75%			53,963,182				3,624,893				-				-				(8,749	)			57,579,326				5,867,755
Pace Industries, LLC Revolver Opco						8,616,757				-				-				-				8,616,757				38,972
RT Holdings Parent, LLC Class A Unit			20,859,289				-				-				-				(1,755,569	)			19,103,720				-
RT Holdings Parent, LLC Warrant			3,476,546				-				-				-				(292,321	)			3,184,225				-
Ruby Tuesday Operations, LLC Term Loan - 13.25%			8,635,037				469,635				(2,388,773	)			-				-				6,715,899				1,623,615
Ruby Tuesday P-1 Units			-				133,087				-				-				234,918				368,005				-
Ruby Tuesday P-2 Units			-				66,914				-				-				40,085				106,999				-
SSI Parent, LLC (fka School Specialty, Inc.) Common Stock			-				-				-				-				27,419,241				27,419,241				-
SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock A			12,093,956				-				-				-				967,379				13,061,335				-
SSI Parent, LLC (fka School Specialty, Inc.) Preferred Stock B			690,190				-				-				-				3,839,183				4,529,373				-
SSI Parent, LLC (fka School Specialty, Inc.) Term Loan - 9.25%			35,532,773				46,673				(148,903	)			-				(47,506	)			35,383,037				3,692,955
TCW Direct Lending Strategic Ventures LLC Common Membership Interests			-				-				-				-				-				-				-
TCW Direct Lending Strategic Ventures LLC Preferred Membership Interests			88,334,811				-				(16,640,000	)			-				12,446,902				84,141,713				5,200,000
Total Controlled Affiliated Investments		$	334,558,602			$	13,564,058			$	(19,177,676	)		$	-			$	(6,084,419	)		$	322,860,565			$	18,898,156

LIBOR - London Interbank Offered Rate, generally 1-Month or 3-Month

SOFR - Secured Overnight Financing Rate, generally 1-Month or 3-Month

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $33,038,685and $26,229,218, respectively, for the period ended December 31, 2022. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.

Country Breakdown Portfolio
United States		100.0	%

See Notes to Consolidated Financial Statements.

TCW DIRECT LENDING LLC

Consolidated Statements of Assets and Liabilities

(Dollar amounts in thousands, except unit data)

December 31, 2023

		As of December 31,
		2023			2022
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (amortized cost of $148,612and $180,721, respectively)		$	142,401			$	167,364
Non-controlled affiliated investments (amortized cost of $30,231and $51,440, respectively)			19,054				25,229
Controlled affiliated investments (amortized cost of $287,948and $315,712, respectively)			280,739				322,861
Cash and cash equivalents			2,372				4,223
Short-term investments			491,966				501,075
Interest receivable			2,466				1,665
Deferred financing costs			122				120
Prepaid and other assets			34				52
Total Assets		$	939,154			$	1,022,589
Liabilities
Payable for short-term investments purchased		$	491,966			$	501,075
Credit facility payable			77,050				126,250
Unrealized depreciation on unfunded commitments			2,399				-
Interest and credit facility expense payable			571				721
Management fees payable			-				999
Other accrued expenses and other liabilities			429				329
Total Liabilities			572,415				629,374
Commitments and Contingencies (Note 5)
Members' Capital
Common Unitholders' commitment: (18,034,649units issued and outstanding)			1,803,465				1,803,465
Common Unitholders' undrawn commitment: (18,034,649issued and outstanding)			(199,120	)			(199,120	)
Common Unitholders' return of capital			(1,115,045	)			(1,112,130	)
Common Unitholders' offering costs			(853	)			(853	)
Accumulated Common Unitholders' tax reclassification			(13,904	)			(13,904	)
Common Unitholders' capital			474,543				477,458
Accumulated overdistributed earnings			(107,804	)			(84,243	)
Total Members' Capital			366,739				393,215
Total Liabilities and Members' Capital		$	939,154			$	1,022,589
Net Asset Value Per Unit (accrual base) (Note 11)		$	31.38			$	32.84

See Notes to Consolidated Financial Statements.

TCW DIRECT LENDING LLC

Consolidated Statements of Operations

(Dollar amounts in thousands, except unit data)

December 31, 2023

		For the Year Ended December 31,
		2023			2022			2021
Investment Income
Non-controlled/non-affiliated investments:
Interest income		$	21,354			$	4,879			$	14,802
Interest income paid-in-kind			2,954				16,929				9,919
Other fee income			72				8				98
Non-controlled affiliated investments:
Interest income			270				11				579
Interest income paid-in-kind			2,767				2,474				2,117
Other fee income			25				25				23
Controlled affiliated investments:
Interest income			5,230				8,609				9,664
Interest income paid-in-kind			11,850				4,964				3,326
Dividend income			8,596				5,200				7,200
Other fee income			125				125				104
Total investment income			53,243				43,224				47,832
Expenses
Interest and credit facility expenses			7,986				5,648				4,777
Interest expense on repurchase transactions			5,922				1,566				152
Management fees (Note 4)			4,000				4,015				5,293
Professional fees			717				679				610
Administrative fees			547				629				766
Directors' fees			320				327				320
Other expenses			174				204				211
Total expenses			19,666				13,068				12,129
Expenses waived by the Adviser			(4,000	)			-				-
Net expenses			15,666				13,068				12,129
Net investment income			37,577				30,156				35,703
Net realized and unrealized (loss) gain on investments
Net realized (loss) gain:
Non-controlled/non-affiliated investments			-				-				6,998
Non-controlled affiliated investments			(26,768	)			-				(58,826	)
Net change in unrealized appreciation/(depreciation):
Non-controlled/non-affiliated investments			4,747				25,375				12,177
Non-controlled affiliated investments			15,034				(6,099	)			51,092
Controlled affiliated investments			(14,358	)			(6,084	)			56,872
Net realized gain on short-term investments			4,292				63				13
Net realized and unrealized (loss) gain on investments			(17,053	)			13,255				68,326
Net increase in Members' Capital from operations		$	20,524			$	43,411			$	104,029
Basic and diluted:
Income per unit		$	1.14			$	2.41			$	5.17

See Notes to Consolidated Financial Statements.

TCW DIRECT LENDING LLC

Consolidated Statements of Changes in Members' Capital

(Dollar amounts in thousands, except unit data)

December 31, 2023

		Common Unitholders' Capital			Accumulated Undistributed (Overdistributed) Earnings			Total
Members' Capital at December 31, 2020		$	735,256			$	(166,981	)		$	568,275
Net Increase (Decrease) in Members' Capital Resulting from Operations:
Net investment income			-				35,703				35,703
Net realized loss on investments			-				(51,815	)			(51,815	)
Net change in unrealized appreciation/(depreciation) on investments			-				120,141				120,141
Distributions to Members from:
Distributable earnings			-				(38,000	)			(38,000	)
Return of capital			(245,000	)			-				(245,000	)
Total (Decrease) Increase in Members' Capital for the year ended December 31, 2021			(245,000	)			66,029				(178,971	)
Tax reclassification of Members' Capital			(168	)			168				-
Members' Capital at December 31, 2021			490,088				(100,784	)			389,304
Net Increase (Decrease) in Members' Capital Resulting from Operations:
Net investment income			-				30,156				30,156
Net realized gain on investments			-				63				63
Net change in unrealized appreciation/(depreciation) on investments			-				13,192				13,192
Distributions to Members from:
Distributable earnings			-				(26,873	)			(26,873	)
Return of capital			(12,627	)			-				(12,627	)
Total (Decrease) Increase in Members' Capital for the year ended December 31, 2022			(12,627	)			16,538				3,911
Tax reclassification of Members' Capital			(3	)			3				-
Members' Capital at December 31, 2022			477,458				(84,243	)			393,215
Net Increase (Decrease) in Members' Capital Resulting from Operations:
Net investment income			-				37,577				37,577
Net realized loss on investments			-				(22,476	)			(22,476	)
Net change in unrealized appreciation/(depreciation) on investments			-				5,423				5,423
Distributions to Members from:
Distributable earnings			-				(44,085	)			(44,085	)
Return of capital			(2,915	)			-				(2,915	)
Total Decrease in Members' Capital for the year ended December 31, 2023			(2,915	)			(23,561	)			(26,476	)
Members' Capital at December 31, 2023		$	474,543			$	(107,804	)		$	366,739

See Notes to Consolidated Financial Statements.

TCW DIRECT LENDING LLC

Consolidated Statements of Cash Flows

(Dollar amounts in thousands, except unit data)

December 31, 2023

		For the Year Ended December 31,
		2023			2022			2021
Cash Flows from Operating Activities
Net increase in net assets resulting from operations		$	20,524			$	43,411			$	104,029
Adjustments to reconcile the net increase in net assets resulting from operations to net cash provided by operating activities:
Purchases of investments			(9,712	)			(8,672	)			(7,665	)
Purchases of short-term investments			(491,966	)			(501,075	)			(549,930	)
Interest income paid in-kind			(17,571	)			(24,367	)			(15,362	)
Proceeds from sales and paydowns of investments			81,883				26,229				241,550
Proceeds from sales of short-term investments			501,075				549,930				599,748
Net realized loss on investments			26,768				-				51,828
Change in net unrealized (appreciation)/depreciation on investments			(5,423	)			(13,192	)			(120,141	)
Amortization of premium and accretion of discount, net			(286	)			(126	)			(981	)
Amortization of deferred financing costs			541				857				1,620
Increase (decrease) in operating assets and liabilities:
(Increase) decrease in interest receivable			(801	)			(57	)			3,752
(Increase) decrease in prepaid and other assets			18				21				9
Increase (decrease) in payable for short-term investments purchased			(9,109	)			(48,855	)			(49,818	)
Increase (decrease) in interest and credit facility expense payable			(150	)			454				(190	)
Increase (decrease) in management fees payable			(999	)			(56	)			(643	)
Increase (decrease) in other accrued expenses and liabilities			100				167				(193	)
Net cash provided by operating activities			94,892				24,669				257,613
Cash Flows from Financing Activities
Return of capital			(2,915	)			(12,627	)			(245,000	)
Distributions to Members			(44,085	)			(26,873	)			(38,000	)
Deferred financing costs paid			(543	)			(478	)			(883	)
Proceeds from credit facility			2,000				11,000				-
Repayments of credit facility			(51,200	)			-				-
Net cash used in financing activities			(96,743	)			(28,978	)			(283,883	)
Net decrease in cash and cash equivalents			(1,851	)			(4,309	)			(26,270	)
Cash and cash equivalents, beginning of period			4,223				8,532				34,802
Cash and cash equivalents, end of period		$	2,372			$	4,223			$	8,532
Supplemental and non-cash financing activities
Interest expense paid		$	7,309			$	4,020			$	2,985

See Notes to Consolidated Financial Statements.