Exhibit 99.1

TCW Direct Lending Strategic Ventures LLC

Financial Statements

June 30, 2025

 

 

 

 


 

TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

CONTENTS

 

Page(s)

Financial Statements

Schedules of Investments as of June 30, 2025 (unaudited) and December 31, 2024

2-5

Statements of Assets and Liabilities as of June 30, 2025 (unaudited) and December 31, 2024

6

Statements of Operations for the six months ended June 30, 2025 and 2024 (unaudited)

7

Statements of Changes in Members’ Capital for the six months ended June 30, 2025 and 2024 (unaudited)

8

Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited)

9

Notes to Financial Statements (unaudited)

10-17

Administration

18

1


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

 

SCHEDULE OF INVESTMENTS (Unaudited) June 30, 2025

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of
Members’
Capital

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

DEBT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diversified Consumer Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

School Specialty, LLC(1)

 

09/15/20

 

Term Loan - 12.43%
(SOFR + 8.00%, 1.25% Floor)

 

 

10.0

%

 

$

4,758,994

 

 

12/29/26

 

$

4,757,711

 

 

$

4,758,994

 

Pharmaceuticals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noramco, LLC

 

07/01/16

 

Term Loan - 12.82% inc PIK
(SOFR + 8.38%, 1.00% Floor, 0.38% PIK)

 

 

32.4

%

 

 

15,759,844

 

 

05/01/26

 

 

15,759,843

 

 

 

15,476,166

 

TOTAL DEBT (42.4%)

 

 

 

 

 

 

 

 

42.4

%

 

 

 

 

 

 

 

20,517,554

 

 

 

20,235,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares/
Contracts

 

 

 

 

Cost

 

 

Fair Value

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diversified Consumer Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SSI Parent, LLC(1)(2)

 

 

 

Common Stock

 

 

17.8

%

 

 

51,000

 

 

 

 

 

34,124

 

 

 

8,526,991

 

 

SSI Parent, LLC(1)(2)

 

 

 

Class A Preferred Stock

 

 

23.9

%

 

 

510,549

 

 

 

 

 

5,105,495

 

 

 

11,436,308

 

 

SSI Parent, LLC(1)(2)

 

 

 

Class B Preferred Stock

 

 

7.0

%

 

 

227,629

 

 

 

 

 

225,831

 

 

 

3,346,151

 

TOTAL EQUITY (48.7%)

 

 

 

 

 

 

 

 

48.7

%

 

 

 

 

 

 

 

5,365,450

 

 

 

23,309,450

 

 

Total Debt & Equity Investments (91.1%)(3)

 

 

 

 

91.1

%

 

 

 

 

 

 

 

25,883,004

 

 

 

43,544,610

 

 

 

Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First American Government Obligation Fund, Yield 4.26%

 

 

8.3

%

 

 

3,952,963

 

 

 

 

 

3,952,963

 

 

 

3,952,963

 

 

 

Total Cash Equivalents

 

 

 

 

 

 

8.3

%

 

 

 

 

 

 

 

3,952,963

 

 

 

3,952,963

 

 

 

Total Investments (99.4%)

 

 

 

 

 

 

 

 

 

 

 

$

29,835,967

 

 

$

47,497,573

 

 

 

Other Assets in Excess of Other Liabilities (0.6%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

306,337

 

 

 

Members’ Capital (100.0%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

47,803,910

 

 

2


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

 

 

SCHEDULE OF INVESTMENTS (Unaudited)(continued) June 30, 2025

 

 

(1)
As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, between 5% and 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2024 and June 30, 2025 along with transactions during the period ended June 30, 2025 in these affiliated investments are as follows:

 

Name of Investments

 

Fair
Value at
December 31,
2024

 

 

Gross
Additions
(a)

 

 

Gross
Reductions
(b)

 

 

Realized
Gain (Loss)

 

 

Net
Change in
Unrealized
Appreciation
(Depreciation)

 

 

Fair
Value at
June 30, 2025

 

 

Interest/
Dividend/
Other income

 

Animal Supply Company, LLC Term Loan

 

$

521,811

 

 

$

 

 

$

 

 

$

(20,805,246

)

 

$

20,283,435

 

 

$

 

 

$

(383

)

Animal Supply Company, LLC First Out Term Loan

 

 

2,055,780

 

 

 

27,972

 

 

 

 

 

 

(2,064,472

)

 

 

(19,280

)

 

 

 

 

 

25,714

 

Retail & Animal Intermediate, LLC Delayed Draw Priming Term Loan

 

 

 

 

 

 

 

 

 

 

 

(2,141,381

)

 

 

2,141,381

 

 

 

 

 

 

 

SSI Parent, LLC Common Stock

 

 

10,708,776

 

 

 

 

 

 

 

 

 

 

 

 

(2,181,785

)

 

 

8,526,991

 

 

 

712

 

SSI Parent, LLC Class A Preferred Stock

 

 

11,436,308

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,436,308

 

 

 

708

 

SSI Parent, LLC Class B Preferred Stock

 

 

3,346,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,346,151

 

 

 

207

 

School Specialty, LLC Term Loan - 12.43%

 

 

5,107,594

 

 

 

3,273

 

 

 

(348,397

)

 

 

 

 

 

(3,476

)

 

 

4,758,994

 

 

 

312,505

 

Total non-controlled affiliated investments

 

$

33,176,420

 

 

$

31,245

 

 

$

(348,397

)

 

$

(25,011,099

)

 

$

20,220,275

 

 

$

28,068,444

 

 

$

339,463

 

 

(a) Gross additions include new purchases, PIK income and amortization of original issue and market discounts.

(b) Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

(2)
Non-income producing
(3)
The fair value of each non-controlled/non-affiliated investment was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

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

 

Geographic Breakdown of Portfolio

 

 

 

United States

 

 

100

%

 

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $64,302 and $593,645, respectively, for the period ended June 30, 2025. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.

The accompanying notes are an integral part of these financial statements.

 

 

3


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

 

 

SCHEDULE OF INVESTMENTS December 31, 2024

 

Industry

 

Issuer

 

Acquisition
Date

 

Investment

 

% of
Members’
Capital

 

 

Par
Amount

 

 

Maturity
Date

 

Amortized
Cost

 

 

Fair Value

 

DEBT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Animal Supply Company, LLC(1)(2)

 

08/14/20

 

Term Loan - 13.28% inc PIK
(SOFR + 8.50%, 1.00% Floor, all PIK)

 

 

0.8

%

 

$

24,848,152

 

 

08/14/25

 

$

20,805,246

 

 

$

521,811

 

 

 

Animal Supply Company, LLC(1)

 

05/29/24

 

First Out Term Loan - 13.09% inc PIK
(SOFR + 8.50%, 1.00% Floor, all PIK)

 

 

3.2

%

 

 

2,055,780

 

 

08/14/25

 

 

2,036,500

 

 

 

2,055,780

 

 

Retail & Animal Intermediate, LLC(1)(2)

 

07/29/22

 

Delayed Draw Priming Term Loan - 20.00% inc PIK (20.00%, Fixed Coupon, all PIK)

 

 

0.0

%

 

 

2,622,607

 

 

11/14/25

 

 

2,141,381

 

 

 

 

 

 

 

 

 

 

 

 

4.0

%

 

 

 

 

 

 

 

24,983,127

 

 

 

2,577,591

 

Diversified Consumer Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

School Specialty, LLC(1)

 

09/15/20

 

Term Loan - 12.46%
(SOFR + 8.00%, 1.25% Floor)

 

 

8.0

%

 

 

5,107,593

 

 

12/29/26

 

 

5,102,835

 

 

 

5,107,594

 

Pharmaceuticals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noramco, LLC

 

07/01/16

 

Term Loan - 13.12% inc PIK
(SOFR + 8.38%, 1.00% Floor, 0.38% PIK)

 

 

24.6

%

 

 

15,963,965

 

 

01/31/26

 

 

16,000,997

 

 

 

15,772,401

 

TOTAL DEBT (36.6%)

 

 

 

 

 

 

 

 

36.6

%

 

 

 

 

 

 

 

46,086,959

 

 

 

23,457,586

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares/
Contracts

 

 

 

 

Cost

 

 

Fair Value

 

EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diversified Consumer Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SSI Parent, LLC(1)(2)

 

 

 

Common Stock

 

 

16.7

%

 

 

51,000

 

 

 

 

 

34,124

 

 

 

10,708,776

 

 

SSI Parent, LLC(1)(2)

 

 

 

Class A Preferred Stock

 

 

17.9

%

 

 

510,549

 

 

 

 

 

5,105,495

 

 

 

11,436,308

 

 

SSI Parent, LLC(1)(2)

 

 

 

Class B Preferred Stock

 

 

5.2

%

 

 

227,629

 

 

 

 

 

225,831

 

 

 

3,346,151

 

TOTAL EQUITY (39.8%)

 

 

 

 

 

 

 

 

39.8

%

 

 

 

 

 

 

 

5,365,450

 

 

 

25,491,235

 

 

Total Debt & Equity Investments (76.4%) (3)

 

 

 

 

76.4

%

 

 

 

 

 

 

 

51,452,409

 

 

 

48,948,821

 

 

 

Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First American Government Obligation Fund, Yield 4.39%

 

 

9.0

%

 

 

5,793,547

 

 

 

 

 

5,793,547

 

 

 

5,793,547

 

 

 

Total Cash Equivalents

 

 

 

 

 

 

9.0

%

 

 

 

 

 

 

 

5,793,547

 

 

 

5,793,547

 

 

Total Investments (85.4%)

 

 

 

 

 

 

 

 

 

 

 

$

57,245,956

 

 

$

54,742,368

 

 

Other Assets in Excess of Other Liabilities (14.6%)

 

 

 

 

 

 

 

 

 

 

 

 

 

9,295,731

 

 

Members’ Capital (100.0%)

 

 

 

 

 

 

 

 

 

 

 

 

$

64,038,099

 

 

The accompanying notes are an integral part of these financial statements.

4


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

 

 

SCHEDULE OF INVESTMENTS (continued) December 31, 2024

 

 

(1)
As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, between 5% and 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company. Fair value as of December 31, 2023 and December 31, 2024 along with transactions during the year ended December 31, 2024 in these affiliated investments are as follows:

 

Name of Investments

 

Fair
Value at
December 31,
2023

 

 

Gross
Additions
(a)

 

 

Gross
Reductions
(b)

 

 

Realized
Gain (Loss)

 

 

Net
Change in
Unrealized
Appreciation
(Depreciation)

 

 

Fair
Value at
December 31,
2024

 

 

Interest/
Dividend/
Other income

 

Animal Supply Company, LLC Term Loan - 13.28%

 

$

14,488,021

 

 

$

 

 

$

(39,603

)

 

$

 

 

$

(13,926,607

)

 

$

521,811

 

 

$

(27,304

)

Animal Supply Company, LLC First Out Term Loan - 13.09%

 

 

 

 

 

2,036,500

 

 

 

 

 

 

 

 

 

19,280

 

 

 

2,055,780

 

 

 

187,937

 

Retail & Animal Intermediate, LLC Delayed Draw Priming Term Loan - 20.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,569

)

SSI Parent, LLC Common Stock

 

 

20,177,640

 

 

 

 

 

 

 

 

 

 

 

 

(9,468,864

)

 

 

10,708,776

 

 

 

507,271

 

SSI Parent, LLC Class A Preferred Stock

 

 

9,751,495

 

 

 

 

 

 

 

 

 

 

 

 

1,684,813

 

 

 

11,436,308

 

 

 

2,484

 

SSI Parent, LLC Class B Preferred Stock

 

 

3,095,759

 

 

 

 

 

 

 

 

 

 

 

 

250,392

 

 

 

3,346,151

 

 

 

753

 

School Specialty, LLC Term Loan - 12.46%

 

 

5,577,647

 

 

 

7,158

 

 

 

(469,374

)

 

 

 

 

 

(7,837

)

 

 

5,107,594

 

 

 

737,316

 

Total non-controlled affiliated investments

 

$

53,090,562

 

 

$

2,043,658

 

 

$

(508,977

)

 

$

 

 

$

(21,448,823

)

 

$

33,176,420

 

 

$

1,404,888

 

 

(a) Gross additions include new purchases, PIK income and amortization of original issue and market discounts.

(b) Gross reductions include decreases in the cost basis from sales, paydown and the amortization of premium.

(2)
Non-income producing
(3)
The fair value of each non-controlled/non-affiliated investment was determined using significant unobservable inputs and such investments are considered to be Level 3 within the Fair Value Hierarchy. See Note 3 “Investment Valuations and Fair Value Measurements.”

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

 

Geographic Breakdown of Portfolio

 

 

 

United States

 

 

100

%

 

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $2,105,577 and $9,628,877, respectively, for the year ended December 31, 2024. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments.

The accompanying notes are an integral part of these financial statements.

5


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

(Dollar amounts in thousands)

 

STATEMENTS OF ASSETS AND LIABILITIES June 30, 2025

 

 

 

 

 

 

 

 

As of

 

 

 

 

 

June 30,

 

 

As of

 

 

 

2025

 

 

December 31,

 

 

(unaudited)

 

 

2024

 

Assets

 

 

 

 

 

 

Investments, at fair value

 

 

 

 

 

 

Non-controlled/non-affiliated investments (amortized cost of $15,760 and
   $16,001, respectively)

 

$

15,476

 

 

$

15,772

 

Non-controlled affiliated investments (amortized cost of $10,123 and
   $35,451, respectively)

 

 

28,068

 

 

 

33,176

 

Cash and cash equivalents

 

 

4,172

 

 

 

14,901

 

Interest receivable

 

 

167

 

 

 

273

 

Prepaid and other assets

 

 

 

 

 

35

 

Total Assets

 

$

47,883

 

 

$

64,157

 

Liabilities

 

 

 

 

 

 

Sub-administrator and custody fees payable

 

$

63

 

 

$

112

 

Audit fees payable

 

 

16

 

 

 

7

 

Total Liabilities

 

$

79

 

 

$

119

 

Members’ Capital

 

$

47,804

 

 

$

64,038

 

Commitments and Contingencies (Note 7)

 

 

 

 

 

 

Members’ Capital

 

 

 

 

 

 

Preferred members

 

$

47,804

 

 

$

64,038

 

Members’ Capital

 

$

47,804

 

 

$

64,038

 

 

 

 

 

 

 

 

 

Noncontrolling

 

 

 

 

 

 

 

 

 

 

 

interest in

 

 

 

 

Members’ Capital Represented by:

 

Preferred
Members

 

 

Common
Members

 

 

consolidated
subsidiary
fund

 

 

Members’
Capital

 

Net contributed capital

 

$

454,279

 

 

$

1,000

 

 

$

3,507

 

 

$

458,786

 

Net distributed capital

 

 

(620,179

)

 

 

(1,000

)

 

 

(4,235

)

 

 

(625,414

)

Cumulative net income, before organization costs

 

 

213,704

 

 

 

704

 

 

 

728

 

 

 

215,136

 

Organization costs

 

 

 

 

 

(704

)

 

 

 

 

 

(704

)

Total Members’ Capital as of June 30, 2025 (Unaudited)

 

$

47,804

 

 

$

 

 

$

 

 

$

47,804

 

 

 

 

 

 

 

 

 

Noncontrolling

 

 

 

 

 

 

 

 

 

 

 

interest in

 

 

 

 

Members’ Capital Represented by:

 

Preferred
Members

 

 

Common
Members

 

 

consolidated
subsidiary
fund

 

 

Members’
Capital

 

Net contributed capital

 

$

454,279

 

 

$

1,000

 

 

$

3,507

 

 

$

458,786

 

Net distributed capital

 

 

(607,479

)

 

 

(1,000

)

 

 

(4,235

)

 

 

(612,714

)

Cumulative net income, before organization costs

 

 

217,238

 

 

 

704

 

 

 

728

 

 

 

218,670

 

Organization costs

 

 

 

 

 

(704

)

 

 

 

 

 

(704

)

Total Members’ Capital as of December 31, 2024

 

$

64,038

 

 

$

 

 

$

 

 

$

64,038

 

The accompanying notes are an integral part of these financial statements.

6


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

(Dollar amounts in thousands)

 

 

STATEMENTS OF OPERATIONS (Unaudited) June 30, 2025

 

 

For the Six

 

 

For the Six

 

 

 

Months Ended

 

 

Months Ended

 

 

 

June 30, 2025

 

 

June 30, 2024

 

 

Investment Income:

 

 

 

 

 

 

 

Non-controlled/non-affiliated investments:

 

 

 

 

 

 

 

Interest income

 

$

1,121

 

 

$

2,314

 

 

Interest income paid-in-kind

 

 

41

 

 

 

48

 

 

 

 

 

 

 

 

 

 

Non-controlled affiliated investments:

 

 

 

 

 

 

 

Interest income

 

 

316

 

 

 

341

 

 

Interest income paid-in-kind

 

 

23

 

 

 

22

 

 

Dividend income

 

 

 

 

 

504

 

 

Fee income

 

 

 

 

 

13

 

 

Total investment income

 

 

1,501

 

 

 

3,242

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

Sub-administrator and custody fees

 

 

72

 

 

 

72

 

 

Audit fees

 

 

53

 

 

 

42

 

 

Insurance fees

 

 

35

 

 

 

36

 

 

Tax service fee

 

 

24

 

 

 

22

 

 

Valuation fees

 

 

5

 

 

 

11

 

 

Other

 

 

 

 

 

1

 

 

Total expense

 

 

189

 

 

 

184

 

 

Net investment income

 

 

1,312

 

 

 

3,058

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gain/(loss) on investments

 

 

 

 

 

 

 

Net realized gain/(loss):

 

 

 

 

 

 

 

Non-controlled affiliated investments

 

 

(25,011

)

 

 

 

 

Net change in unrealized appreciation/(depreciation):

 

 

 

 

 

 

 

Non-controlled/non-affiliated investments

 

 

(55

)

 

 

(326

)

 

Non-controlled affiliated investments

 

 

20,220

 

 

 

(6,556

)

 

Net realized and unrealized gain/(loss) on investments

 

 

(4,846

)

 

 

(6,882

)

 

Net increase (decrease) in Members’ Capital from operations

 

$

(3,534

)

 

$

(3,824

)

 

Net increase (decrease) in Members’ Capital from operations
  attributable to the Preferred Members from operations

 

$

(3,534

)

 

$

(3,824

)

 

 

The accompanying notes are an integral part of these financial statements.

7


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

(Dollar amounts in thousands)

 

 

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL (Unaudited) June 30, 2025

 

 

 

 

 

 

 

 

For the Six

 

 

 

 

 

 

 

 

Months Ended

 

 

 

 

 

 

 

 

June 30, 2025

 

 

 

 

 

 

 

 

Noncontrolling

 

 

 

 

 

 

 

 

 

 

 

interest in

 

 

 

 

 

 

 

 

 

 

 

consolidated

 

 

 

 

 

Preferred
Members

 

 

Common
Members

 

 

subsidiary
fund

 

 

Total

 

Members’ Capital, beginning of period

 

$

64,038

 

 

$

 

 

$

 

 

$

64,038

 

Net increase (decrease) in Members’ Capital resulting from operations:

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

1,312

 

 

 

 

 

 

 

 

 

1,312

 

Net realized gain/(loss) on investments

 

 

(25,011

)

 

 

 

 

 

 

 

 

(25,011

)

Net change in unrealized appreciation/(depreciation) on investments

 

 

20,165

 

 

 

 

 

 

 

 

 

20,165

 

Net decrease in Members’ Capital resulting from capital activity:

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to Members

 

 

(12,700

)

 

 

 

 

 

 

 

 

(12,700

)

Total decrease in Members’ Capital

 

 

(16,234

)

 

 

 

 

 

 

 

 

(16,234

)

Members’ Capital, end of period

 

$

47,804

 

 

$

 

 

$

 

 

$

47,804

 

 

 

 

 

 

 

 

 

For the Six

 

 

 

 

 

 

 

 

Months Ended

 

 

 

 

 

 

 

 

June 30, 2024

 

 

 

 

 

 

 

 

Noncontrolling

 

 

 

 

 

 

 

 

 

 

 

interest in

 

 

 

 

 

 

 

 

 

 

 

consolidated

 

 

 

 

 

Preferred
Members

 

 

Common
Members

 

 

subsidiary
fund

 

 

Total

 

Members’ Capital, beginning of period

 

$

87,226

 

 

$

 

 

$

 

 

$

87,226

 

Net increase (decrease) in Members’ Capital resulting from operations:

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

3,058

 

 

 

 

 

 

 

 

 

3,058

 

Net change in unrealized appreciation/(depreciation) on investments

 

 

(6,882

)

 

 

 

 

 

 

 

 

(6,882

)

Net decrease in Members’ Capital resulting from capital activity:

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to Members

 

 

(6,350

)

 

 

 

 

 

 

 

 

(6,350

)

Total decrease in Members’ Capital

 

 

(10,174

)

 

 

 

 

 

 

 

 

(10,174

)

Members’ Capital, end of period

 

$

77,052

 

 

$

 

 

$

 

 

$

77,052

 

 

The accompanying notes are an integral part of these financial statements.

8


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

(Dollar amounts in thousands)

 

 

STATEMENTS OF CASH FLOWS (Unaudited) June 30, 2025

 

 

For the Six

 

 

For the Six

 

 

 

Months Ended

 

 

Months Ended

 

 

 

June 30, 2025

 

 

June 30, 2024

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net increase (decrease) in members’ capital resulting from operations

 

$

(3,534

)

 

$

(3,824

)

 

Adjustments to reconcile the net increase (decrease) in members’ capital resulting from
   operations to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Purchases of investments

 

 

 

 

 

(1,856

)

 

Proceeds from sales and paydowns of investments

 

 

593

 

 

 

261

 

 

Net realized (gain)/loss on investments

 

 

25,011

 

 

 

 

 

Net change in unrealized (appreciation)/depreciation on investments

 

 

(20,165

)

 

 

6,882

 

 

Interest paid-in-kind

 

 

(64

)

 

 

(70

)

 

Accretion of discount

 

 

29

 

 

 

33

 

 

Increase (decrease) in operating assets and liabilities:

 

 

 

 

 

 

 

(Increase) decrease in interest receivable

 

 

106

 

 

 

31

 

 

(Increase) decrease in prepaid and other assets

 

 

35

 

 

 

36

 

 

Increase (decrease) in sub-administrator and custody fees payable

 

 

(49

)

 

 

(21

)

 

Increase (decrease) in audit fees payable

 

 

9

 

 

 

5

 

 

Net cash provided by operating activities

 

 

1,971

 

 

 

1,477

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Distributions to Members

 

 

(12,700

)

 

 

(6,350

)

 

Net cash (used in) financing activities

 

 

(12,700

)

 

 

(6,350

)

 

Net increase (decrease) in cash

 

 

(10,729

)

 

 

(4,873

)

 

Cash and cash equivalents, beginning of period

 

 

14,901

 

 

 

10,782

 

 

Cash and cash equivalents, end of period

 

$

4,172

 

 

$

5,909

 

 

 

The accompanying notes are an integral part of these financial statements.

9


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

 

NOTES TO FINANCIAL STATEMENTS (Unaudited) June 30, 2025

 

1.
ORGANIZATION

Investment Objective: TCW Direct Lending Strategic Ventures LLC (the “Fund”) is a closed-end investment company formed as a Delaware limited liability company for the purpose of investing in corporate senior secured middle-market floating rate loans. Investments may include other loans and securities received as a result of the restructuring, workout or bankruptcy of an existing loan.

Limited Liability Company Agreement: The Amended and Restated Limited Liability Company agreement (the “Agreement”), dated June 5, 2015, was entered into by and among TCW Direct Lending LLC, an affiliated fund (also known as the “BDC”) and two third-party members (the “Third-Party Members”). The BDC and each Third-Party Member own a Preferred Membership Interest (collectively the “Preferred Members”) and a Common Membership Interest (collectively the “Common Members”) (together with the Preferred Members, the “Members”). The BDC owns 80% of the Preferred and Common Membership Interests and the Third-Party Members own the remaining 20% of Preferred and Common Membership Interests. The initial closing date of the Fund was June 5, 2015 (“Initial Closing Date”).

The Agreement amends and restates the original agreement, dated May 26, 2015 that the BDC entered into as the sole member of the Fund.

Term: The Fund will continue until the sixth anniversary of the Initial Closing Date unless dissolved earlier or extended for two additional one-year periods by the BDC, in its sole discretion upon notice to the Management Committee (as described below). Thereafter, the term of the Fund may be extended by the BDC for additional one-year periods, in each case with the prior consent of the Management Committee. On February 25, 2021, the Management Committee approved a one year extension of the term of the Fund to June 5, 2022. On February 1, 2022, the Management Committee approved a one year extension of the term of the Fund to June 5, 2023. On April 17, 2023, the Management Committee approved a one year extension of the term of the Fund to June 5, 2024. On May 1, 2024, the Management Committee approved a one year extension of the term of the Fund to June 5, 2025. On May 7, 2025, the Management Committee approved a one year extension of the term of the Fund to June 5, 2026.

Commitment Period: The Commitment Period commenced on June 5, 2015, the Initial Closing Date, and ended June 5, 2019, the third anniversary of the Initial Closing Date. In accordance with the Fund’s Limited Liability Company Agreement, the Fund may complete investment transactions that were significantly in process as of the end of the Commitment Period and which the Fund reasonably expects to be consummated prior to 90 days subsequent to the expiration date of the Commitment Period. The Fund may also affect follow-on investments in existing portfolio companies.

Management Committee: Pursuant to the Agreement, the Management Committee of the Fund has exclusive responsibility for the management, policies and control of the Fund. The BDC and one of the two Third-Party Members, collectively, each appointed one voting member of the Management Committee. The Management Committee can act on behalf and in the name of the Fund to implement the objectives of the Fund and exercise any rights and powers the Fund may possess. The Management Committee will authorize portfolio investment activity, transactions between the Fund and the BDC, and other Members and borrowings of the Fund.

Administration Agreement: The Fund entered into an Administration Agreement with TCW Asset Management Company LLC (“TAMCO”), dated June 5, 2015 to furnish, or arrange for others to furnish, administrative services necessary for the operation of the Fund. In connection therein, TAMCO, as Administrator retained the services of State Street Bank and Trust Company (“State Street”) to assist in providing certain administrative, accounting, operational, investor and financial reporting services for the Fund. On June 13, 2022, the Fund approved the insourcing of administration services previously outsourced by TAMCO to State Street. In connection with TAMCO’s insourcing of administration services, TAMCO terminated its agreement with State Street.

Custody Services Agreement: The Fund entered into a Custody Services Agreement dated June 3, 2015 with State Street to provide custodian services for the Fund. On June 13, 2022, the Fund approved the termination of the Custody Services Agreement effective July 29, 2022. On July 13, 2022, the Fund entered into a Custody Services Agreement with U.S. National Bank Association to provide custodian services for the Fund.

10


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued) June 30, 2025

Capital Commitments: Commitments from the Preferred Members and Preferred Members as Common Members are as follows. The commitment amount funded does not include amounts contributed in anticipation of a potential investment that the Fund did not consummate and therefore returned to the Members as unused capital. As of June 30, 2025, aggregate commitments and commitments funded were as follows:

 

 

Committed
Capital

 

 

Commitments
Funded

 

 

Percentage
Funded

 

Preferred Membership Interests

 

$

600,000,000

 

 

$

454,279,088

 

 

 

75.7

%

Common Membership Interests

 

 

2,000,000

 

 

 

1,000,000

 

 

 

50.0

%

Total

 

$

602,000,000

 

 

$

455,279,088

 

 

 

 

 

Recallable Amounts: Each Preferred Member may be required to re-contribute amounts previously distributed equal to 100% of distributions of proceeds during the Commitment Period representing a return of capital contributions made in respect of the Preferred Membership Interest. The recallable amounts as of June 30, 2025 were as follows:

 

 

Recallable
Amounts

 

 

Recallable
Amounts
Funded

 

Percentage
Funded

Preferred Membership Interests

 

$

127,837,000

 

 

none

 

n/a

 

2.
SIGNIFICANT ACCOUNTING POLICIES

The Fund is an investment company following the accounting and reporting guidance in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) No. 946 Financial Services – Investment Companies.

Basis of Presentation: The Fund’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for investment companies.

Use of Estimates: The preparation of the accompanying financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting year. Actual results could differ from those estimates.

Investments: The Fund records investment transactions on the trade date. The Fund considers the trade date for investments not traded on a recognizable exchange, or traded in the over-the-counter markets, to be the date on which the Fund receives legal or contractual title to the asset and bears the risk of loss.

Income Recognition: Interest, interest paid-in-kind and unused commitment fee income are recorded on an accrual basis unless doubtful of collection or the related investment is in default. Realized gains and losses on investments are recorded on a specific identification basis. Amendment, consent, waiver and forbearance fees received in exchange for a concession that result in a change in yield are recognized immediately when earned as interest income. The Fund typically receives a fee in the form of a discount to the purchase price at the time it funds an investment in a loan. The discount is accreted to interest income over the life of the respective loan, as reported in the Statement of Operations, and reflected in the amortized cost basis of the investment. Discounts associated with a revolver as well as fees associated with a delayed draw that remains unfunded are treated as a discount to the issuers’ term loan. Fee income received from the Adviser that the Adviser received from a portfolio company for services rendered, are recognized immediately as income.

Cash and Cash Equivalents: The Fund considers cash equivalents to be liquid investments, including money market funds or individual securities purchased with an original maturity of three months or less. Cash and cash equivalents held by the Fund are generally comprised of money market funds and demand deposits, valued at cost, which approximates fair value and are classified as Level 1 in the GAAP valuation hierarchy.

Income Taxes: The Fund is exempt from federal and state income taxes and, consequently, no income tax provision has been made in the accompanying financial statements.

11


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued) June 30, 2025

The Fund has invested in numerous jurisdictions and is therefore subject to varying policies and statutory time limitations with respect to examination of tax positions. The Fund reviews and evaluates tax positions in its major jurisdictions and determines whether or not there are uncertain tax positions that require financial statement recognition.

The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. As of and during the periods ended June 30, 2025 and 2024, the Fund did not have a liability for any unrecognized tax benefits, nor did it recognize any interest and penalties related to unrecognized tax benefits.

The Fund is subject to examination by U.S. federal tax authorities for returns filed for the prior three years and by state tax authorities for returns filed for the prior four years.

Subsequent Events: The Management Committee evaluated the activity of the Fund through August 13, 2025, the date that the financial statements are available to be issued, and have concluded that no other subsequent events have occurred that would require recognition or disclosure.

3.
INVESTMENT VALUATIONS AND FAIR VALUE MEASUREMENTS

Investments at Fair Value: Investments held by the Fund for which market quotes are readily available are valued at fair value. Fair value is generally determined on the basis of last reported sales price or official closing price on the primary exchange in which each security trades, or if no sales are reported, based on the midpoint of the valuation range obtained for debt investments from a quotation reporting system, established market makers or pricing service. Investments held by the Fund for which market quotes are not readily available or market quotations are not considered reliable are valued at fair value by the Management Committee based on similar instruments, internal assumptions and the weighting of the best available pricing inputs.

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

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 the Fund’s 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 these securities.

The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Schedule of Investments as of June 30, 2025.

 

Investments

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Debt

 

$

 

 

$

 

 

$

20,235,160

 

 

$

20,235,160

 

Equity

 

 

 

 

 

 

 

 

23,309,450

 

 

 

23,309,450

 

Cash equivalents

 

 

3,952,963

 

 

 

 

 

 

 

 

 

3,952,963

 

Total Assets

 

$

3,952,963

 

 

$

 

 

$

43,544,610

 

 

$

47,497,573

 

 

12


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued) June 30, 2025

 

The following is a summary by major security type of the fair valuations according to inputs used in valuing investments listed in the Schedule of Investments as of December 31, 2024.

 

Investments

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Debt

 

$

 

 

$

 

 

$

23,457,586

 

 

$

23,457,586

 

Equity

 

 

 

 

 

 

 

 

25,491,235

 

 

 

25,491,235

 

Cash equivalents

 

 

5,793,547

 

 

 

 

 

 

 

 

 

5,793,547

 

Total Assets

 

$

5,793,547

 

 

$

 

 

$

48,948,821

 

 

$

54,742,368

 

 

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the period ended June 30, 2025:

 

 

Debt

 

 

Equity

 

Balance at December 31, 2024

 

$

23,457,586

 

 

$

25,491,235

 

Accreted Discounts

 

 

(28,963

)

 

 

 

Purchases1

 

 

64,302

 

 

 

 

Sales and paydowns

 

 

(593,645

)

 

 

 

Realized gain/(loss)

 

 

(25,011,099

)

 

 

 

Change in unrealized appreciation/(depreciation)

 

 

22,346,979

 

 

 

(2,181,785

)

Balance at June 30, 2025

 

$

20,235,160

 

 

$

23,309,450

 

Change in unrealized appreciation/(depreciation)
 in investments still held as of June 30, 2025

 

$

(58,550

)

 

$

(2,181,785

)

 

1 Purchases of Debt include payment in-kind (PIK) interest of $64,302.

During the period ended June 30, 2025, the Fund did not have any transfers between levels.

The following table provides a reconciliation of the beginning and ending balances for total investments that use Level 3 inputs for the period ended June 30, 2024:

 

 

Debt

 

 

Equity

 

Balance at December 31, 2023

 

$

44,875,472

 

 

$

33,024,894

 

Accreted Discounts

 

 

(32,616

)

 

 

 

Purchases1

 

 

1,925,906

 

 

 

 

Sales and paydowns

 

 

(260,793

)

 

 

 

Change in unrealized appreciation/(depreciation)

 

 

(4,328,172

)

 

 

(4,258,500

)

Balance at June 30, 2024

 

$

42,179,797

 

 

$

28,766,394

 

Change in unrealized appreciation/(depreciation)
 in investments still held as of June 30, 2024

 

$

(4,328,172

)

 

$

(4,258,500

)

 

1 Purchases of Debt include payment in-kind (PIK) interest of $70,031.

During the period ended June 30, 2024, the Fund did not have any transfers between levels.

Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine 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.

 

13


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued) June 30, 2025

Debt, (Level 3), includes investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the best 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 best 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; contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used, the pricing model takes into account the contract terms as well as multiple inputs, including: time value, implied volatility, equity prices and interest rates. 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.

Pricing inputs and weightings applied to determine value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.

The following table summarizes by major security type the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of June 30, 2025.

 

Investment
Type

 

Fair Value at
June 30, 2025

 

 

Valuation
Technique

 

Unobservable
Input

 

Range

 

Weighted Average

 

Impact to Valuation
from an Increase in
Input

Debt

 

$

15,476,166

 

 

Income Method

 

Discount Rate

 

14.6% to 17.8%

 

16.2%

 

Decrease

Debt

 

 

4,758,994

 

 

Market Method

 

EBITDA Multiple

 

5.8x to 6.8x

 

6.3x

 

Increase

Total Debt

 

$

20,235,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

$

23,309,450

 

 

Market Method

 

EBITDA Multiple

 

5.8x to 6.8x

 

6.3x

 

Increase

Total Equity

 

$

23,309,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investment

 

$

43,544,610

 

 

 

 

 

 

 

 

 

 

 

 

The following table summarizes by major security type the valuation techniques and quantitative information utilized in determining the fair value of the Level 3 investments as of December 31, 2024.

 

Investment
Type

 

Fair Value at
December 31, 2024

 

 

Valuation
Technique

 

Unobservable Input

 

Range

 

Weighted Average

 

Impact to Valuation
from an Increase in
Input

Debt

 

$

15,772,401

 

 

Income Method

 

Discount Rate

 

13.3% to 16.6%

 

15.0%

 

Decrease

Debt

 

 

2,577,591

 

 

Market Method

 

Indicative Bid

 

0.0% to 100.0%

 

48.7%

 

Increase

Debt

 

 

5,107,594

 

 

Market Method

 

EBITDA Multiple

 

5.3x to 6.3x

 

5.8x

 

Increase

Total Debt

 

$

23,457,586

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

$

25,491,235

 

 

Market Method

 

EBITDA Multiple

 

5.3x to 6.3x

 

5.8x

 

Increase

Total Equity

 

$

25,491,235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investment

 

$

48,948,821

 

 

 

 

 

 

 

 

 

 

 

 

14


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued) June 30, 2025

 

4.
ALLOCATIONS AND DISTRIBUTIONS

Allocation of profit and loss: Income, expenses, gains and losses of the Fund are allocated among the Members in such a manner that, at the end of each period, each Member’s capital account is equal to the respective net amount, positive or negative, which would be distributed to such Member if the Fund were to liquidate the assets of the Fund for an amount equal to book value and distribute the proceeds in a manner consistent with the distribution priorities described in the Agreement.

Distribution: Interest, dividends, and other cash flow received by the Fund in respect of Portfolio Investments (“Interest Amounts”) and proceeds attributable to the repayment or disposition of Portfolio Investments (“Proceeds”) received by the Fund are distributed by the Fund to the Members to the extent that such Interest Amounts and Proceeds are available to the Fund after the application of the priority of payments stipulated in the Credit Agreement and after taking into account reserves and working capital needs.

Interest Amounts available to the Fund for distribution to the Members will be distributed in the following order and priorities:

First, one-hundred percent (100%) to the Preferred Members in an amount equal to any declared and unpaid dividends on Preferred Membership Interests, which amounts shall be distributed pro rata among the Preferred Members in accordance with their respective entitlements to such dividends.

Second, one-hundred percent (100%) to the payment of Fund expenses; and

Thereafter, one-hundred percent (100%) to the Common Members, which amounts shall be distributed among the Common Members pro rata based on their respective Unreturned Contributions or, if the Unreturned Contributions of the Common Members equal zero, pro rata based on the respective Commitments of such Common Members in their capacities as Preferred Members with respect to Preferred Membership Interest.

Proceeds available to the Fund for distribution to the Members will be distributed in the following order and priorities:

First, one-hundred percent (100%) to the Preferred Members in an amount equal to any declared and unpaid dividends on Preferred Membership Interests, which amounts shall be distributed pro rata among the Preferred Members in accordance with their respective entitlements to such dividends,

Second, one-hundred percent (100%) to the Preferred Members pro rata based on, and up to the amount of, their respective Unreturned Contributions; and

Thereafter, one-hundred percent (100%) to the Common Members, which amounts shall be distributed among the Common Members pro rata based on their respective Unreturned Contributions or, if the Unreturned Contributions of the Common Members equal zero, pro rata based on the respective Commitments of such Common Members in their capacities as Preferred Members with respect to Preferred Membership Interests.

Preferred Member Dividends: Each Preferred Membership Interest is entitled to quarterly dividends at a rate equal to SOFR plus 6.50% per annum (subject to a SOFR floor of 1.5% per annum) of the Unreturned Contributions associated with their Preferred Membership Interest. Dividends are cumulative and paid when declared by the Management Committee.

Unreturned Contributions: With respect to any Member in respect of each class such Member holds, an amount equal to the excess, if any, of (a) the aggregate contributions of such Member over (b) the aggregate amount distributed to such Member from Proceeds (other than amounts paid in respect of dividends to such Member).

15


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued) June 30, 2025

5.
FUND EXPENSES

The Fund is responsible for all costs and expenses which include organizational expenses, operating expenses; investigative, travel, legal and other transactional expenses incurred with respect to the acquisition, formation, holding and disposition of the Fund’s Portfolio Investments or incurred in connection with Portfolio Investments or transactions not consummated; costs and expenses relating to the liquidation of the Fund; taxes, or extraordinary expenses (such as litigation expenses and indemnification payments to either the Management Committee or the Administrative Agent); valuation-related costs and expenses; and all other costs and expenses of the Fund’s operations, administration and transactions.

Organizational Expenses: Organization expenses will be paid from capital contributions called from the holders of Common Membership Interests. As of June 30, 2025 and December 31, 2024, organization expenses paid inception-to-date total $704,290.

Portfolio Investment Expenses: Expenses related to Portfolio Investments will be paid from capital contributions called from Preferred Membership Interests.

Fund Expenses: Other Fund expenses including those related to unconsummated investments will be paid first from Interest Amounts as provided for in the above Distribution footnote. To the extent that such Interest Amounts are insufficient or unavailable to pay expenses when due, such expenses will be paid from capital contributions called from the holders of Common Membership Interests provided that the aggregate amount called for Fund expenses (including organizational expenses) does not exceed $2 million. To the extent that the foregoing sources of payment are insufficient or unavailable to pay when due, such expenses will be paid from capital contributions called from the Preferred Members.

6.
ADVISER FEE INCOME

Any (i) transaction, advisory, consulting, management, monitoring, directors’ or similar fees, (ii) closing, investment banking, finders’, transaction or similar fees, (iii) commitment, breakup or topping fees or litigation proceeds and (iv) other fee or payment of services performed or to be performed with respect to an investment or proposed investment received from or with respect to Portfolio Companies or prospective Portfolio Companies in connection with the Fund’s activities will be allocated pro rata among the Fund and any other funds or accounts advised by the Adviser participating in such investment and the Fund’s share will be the property of the Fund. Notwithstanding the foregoing, for administrative or other reasons, certain fees described in clauses (i) through (iv) above (including any fees for administrative agent services provided by the Adviser or an affiliate with respect to a particular loan or portfolio of loans made by the Fund) may be paid to the Adviser or the affiliate (rather than directly to the Fund), in which case the amount of such fees (net of any related expenses associated with the generation of such fees borne by the Adviser or such affiliate that have not been and will not be reimbursed by the portfolio company) shall be paid to the Fund.

Since inception of the Fund through June 30, 2025 and December 31, 2024, the Adviser was paid directly $1,792,531 and $1,792,495, respectively, of which $36 and $26,572 were paid during the period ended June 30, 2025 and the year ended December 31, 2024, respectively. Since inception of the Fund through June 30, 2025 and December 31, 2024, the Fund has recognized $1,792,531 and $1,792,495, respectively, of these fees.

7.
COMMITMENTS AND CONTINGENCIES

As of June 30, 2025 and December 31, 2024, the Fund did not have any unfunded commitments.

In the normal course of business, the Fund enters into contracts which provide a variety of representations and warranties, and general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Fund under these arrangements is unknown as it would involve future claims that may be made against the Fund; however, based on the Fund’s experience, the risk of loss is remote and no such claims are expected to occur. As such, the Fund has not accrued any liability in connection with such indemnifications.

16


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

 

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued) June 30, 2025

8.
FINANCIAL HIGHLIGHTS

The following summarizes the Fund’s financial highlights for the period ended June 30, 2025 and 2024:

 

 

Six Months Ended
June 30, 2025

 

 

Six Months Ended
June 30, 2024

 

 

 

Members

 

 

Members

 

 

As a percentage of average members’ capital

 

 

 

 

 

 

 

Net investment income ratio (annualized) 1

 

 

4.88

%

 

 

6.35

%

 

Expense ratios (annualized) 1

 

 

 

 

 

 

 

Operating expenses

 

 

0.70

%

 

 

0.44

%

 

Total expense ratio

 

 

0.70

%

 

 

0.44

%

 

 

1 The net investment income and expense ratio are calculated for the Members taken as a whole.

The Internal Rates of Return (IRR) since inception of the Members, after financing costs and other operating expenses are 11.5% and 12.1% through June 30, 2025 and 2024, respectively.

The IRR is computed based on cash flow due dates contained in notices to Members (contributions from and distributions to the Members) and the net assets (residual value) of the Members’ capital account at period end and is calculated for the Members taken as a whole.

The IRR is calculated based on the fair value of investments using principles and methods in accordance with GAAP and does not necessarily represent the amounts that may be realized from sales or other dispositions. Accordingly, the return may vary significantly upon realization.

 

17


TCW Direct Lending Strategic Ventures LLC

(A Delaware Limited Liability Company)

 

ADMINISTRATION

ADMINISTRATOR

TCW Asset Management Company

1251 Avenue of the Americas, Suite 4700

New York, NY 10020

(212) 771-4000

PORTFOLIO MANAGER

Richard T. Miller

Group Managing Director

INDEPENDENT AUDITORS

Deloitte & Touche LLP

555 West 5th Street

Los Angeles, CA 90013

CUSTODIAN

U.S. Bank National Association

U.S. Bank Tower

425 Walnut Street

Cincinnati,OH 45202

 

18