Market and Geopolitical Events. Market and geopolitical events could materially and adversely affect certain of our portfolio companies, and could materially and adversely affect our business, financial condition, results of operations and cash flows. The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Our business and operations, as well as the business and operations of our portfolio companies, may be materially adversely affected by inflation (or expectations for inflation), trade tensions, tariffs, interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics, epidemics, terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, natural disasters, social and political discord or debt crises and downgrades, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects. Any such event(s) could have a significant adverse impact on our business and operations, and on the business and operations of our portfolio companies.

Disruption and Instability in Capital Markets. The U.S. and global capital markets experienced extreme volatility and disruption in the past, leading to recessionary conditions and depressed levels of consumer and commercial spending. Disruptions in the capital markets increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. We cannot assure you that these conditions will not worsen. If conditions worsen, a prolonged period of market illiquidity could have a material adverse effect on our business, financial condition and results of operations. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations, limit our ability to grow and negatively impact our operating results.

In addition, to the extent that recessionary conditions return, the financial results of small to mid-sized companies, like those in which we invest, will likely experience deterioration, which could ultimately lead to difficulty in meeting debt service requirements and an increase in defaults. Additionally, the end markets for certain of our portfolio companies’ products and services have experienced, and continue to experience, negative economic trends. The performances of certain of our portfolio companies have been, and may continue to be, negatively impacted by these economic or other conditions, which may ultimately result in:

Russia’s invasion of Ukraine in February 2022, the resulting responses by the U.S. and other countries, and the potential for wider conflict, have increased and may continue to increase volatility and uncertainty in financial markets worldwide. The U.S. and other countries have imposed broad-ranging economic sanctions on Russia and Russian entities and individuals, and may impose additional sanctions, including on other countries that provide military or economic support to Russia. In addition, recent and ongoing conflicts in the Middle East could potentially cause significant disruptions to all or part of the global financial system, international trade, and the transportation and energy sectors, among other disruptions. Developing and further governmental actions (sanctions-related, military or otherwise) with respect to either or both the Russia-Ukraine conflict or the conflicts in the Middle East may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to our investment strategy, all of which could adversely affect our ability to fulfill our investment objectives.

Furthermore, the political reunification of China and Taiwan, over which China continues to claim sovereignty, is a highly complex issue that has included threats of invasion by China. Political or economic disturbances (including an attempted unification of Taiwan by force), any economic sanctions implemented in response, and any escalation

of hostility between China and Taiwan would likely have a significant adverse impact on economies, markets and individual securities globally.

In addition, the occurrence of events such as the recent escalations between the U.S. and Venezuela and the resulting measures that have been taken, and could be taken in the future, may result in market volatility, may have long term effects on the U.S. and worldwide financial markets and may cause further economic uncertainties in the U.S. and worldwide.

Limited Operating History. We were formed in October 2024 and have limited operating history. As a result, we have limited financial information on which an investor can evaluate an investment in our company or our prior performance. We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objective and that the value of an investor’s investment could decline substantially or an investor’s investment could become worthless. Past performance, including the past performance of other investment entities and accounts managed by the Advisor or the Sub-Advisor, is not necessarily indicative of our future results.

Dependence on Key Personnel and Other Management. Shareholders have no right or power to participate in the management of the Company and may not receive detailed financial information regarding investments that is available to the Advisor or the Sub-Advisor. An investor in the Company must rely upon the ability of the Advisors to identify, and the ability of the Advisor (including the Private Credit Group and other investment professionals of the Advisor) to structure and implement investments consistent with our investment objectives and policies. Accordingly, our success is dependent on the ability of the Advisors to retain and motivate highly qualified professionals. In particular, the loss of services of Mr. Richard Miller, Mr. Mark Gertzof, Mr. Peter Mardaga or Mr. Walter Hill could have an adverse effect on our business, financial condition or results of operations. Our future success also depends on the ability of the Advisors to identify, hire, train and retain other highly qualified and experienced investment and management professionals. Competition for such professionals is significant, and there can be no assurance that the Advisors will be able to attract or retain other highly qualified professionals in the future. The inability of the Advisors to attract and retain such professionals could have a material adverse effect upon our business, financial condition or results of operations.

Each of the Investment Advisory Agreement and the Sub-Advisory Agreement may be terminated under certain circumstances. The termination of either agreement may adversely affect the quality of our investment opportunities. Furthermore, if either agreement is terminated, it may be challenging for the Advisor or the Sub-Advisor to be replaced. Additionally, there can be no assurance that the Sub-Advisor will not voluntarily withdraw from its relationship with the Company, resulting in adverse impacts to our business, financial condition or results of operations.

Economic Interest of the Advisor and Sub-Advisor. Because the Advisor and Sub-Advisor will be compensated in part on a basis tied to our performance, the Advisor and Sub-Advisor may have an incentive to make investments that are risky or speculative.

No Assurance of Profits. There is no assurance that we will be able to generate returns for our investors or that the returns will be commensurate with the risks of investing in the types of companies and transactions described herein. The marketability and value of any of our investments will depend upon many factors beyond our control. We will incur organizational expenses, Management Fees and other operating expenses which may exceed our income, and a Shareholder could lose the entire amount of its contributed capital. Therefore, a prospective investor should only invest in the Company if such investor can withstand a total loss of his or her investment. The past investment performance of the entities and accounts with which the Advisor and its investment professionals have been associated cannot be taken to guarantee future results of any investment in the Company.

Effect of Fees and Expenses on Returns. We will pay Management Fees and Incentive Fees to the Advisor, sourcing fees to an affiliate of the Advisors, and generally will bear our other Company Expenses. Generally, other than the Incentive Fee, fees and expenses will be paid regardless of whether we produce positive investment returns. The fees and expenses will reduce the actual returns to Shareholders, the distributions we make to Shareholders, and the overall value of the Shareholders’ investment.

Regulations Governing our Operation as a BDC. We may issue debt securities or Preferred Shares and/or borrow money from banks or other financial institutions, which are collectively referred to herein as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act currently in force, we will be permitted, as a BDC, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150% (or 200% if certain requirements under the 1940 Act are not met) of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. Also, any amounts that we use to service our indebtedness would not be available for distributions to our Shareholders. Furthermore, as a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss.

If we issue Preferred Shares, the Preferred Shares would rank “senior” to the Common Shares in our capital structure, the Preferred Shareholders would have separate voting rights on certain matters and might have other rights, preferences, or privileges more favorable than those of the Shareholders.

In addition, as a regulated BDC under the 1940 Act we may, among other things, be prohibited from knowingly participating in certain transactions with our affiliates without the prior approval of the members of our Board of Trustees 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). The Advisor has obtained exemptive relief from the SEC that, subject to certain conditions and limitations, permits us and other funds advised by the Advisor or certain affiliates of the Advisor (referred to herein as “potential co-investment funds”) to engage in certain co-investment transactions. Under the exemptive relief, in the case where the interest in a particular investment opportunity exceeds the size of the opportunity, then the investment opportunity will be allocated among us and any other potential co-investment funds based on available capital, which generally is determined based on the amount of cash on hand, existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and other investment policies and restrictions set from time to time by the board or other governing body of the relevant fund or imposed by applicable laws, rules, regulations or interpretations.

We incur significant costs as a result of being registered under the 1934 Act. We incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act. These requirements may place a strain on our systems and resources. The 1934 Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting, which requires significant resources and management oversight. We have implemented and may continue to implement procedures, processes, policies and practices for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We have incurred and expect to incur significant annual expenses related to these steps and trustees’ and officers’ liability insurance, trustee fees, reporting requirements of the SEC, transfer agent fees, additional administrative expenses payable to the Administrator to compensate it for hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses associated with being a public company.

The systems and resources necessary to comply with public company reporting requirements will increase further once we cease to be an “emerging growth company” under the JOBS Act. As long as we remain an emerging growth company we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

Borrowing Money. The use of leverage magnifies the potential for gain or loss on amounts invested and, therefore, increases the risks associated with investing in the Company. Subject to the borrowing limitation imposed on us by the 1940 Act, the Company and any wholly owned subsidiary of the Company may borrow from or issue senior debt securities to banks, insurance companies and other lenders in the future.

Any wholly owned subsidiary may include subsidiary entities that engage in investment activities in securities or other assets that are primarily controlled by the Company. “Primarily controlled” mean (1) the Company controls the unregistered entity within the meaning of section 2(a)(9) of the 1940 Act, and (2) the Company’s control of the

unregistered entity is greater than that of any other person.

Our lenders will have fixed dollar claims on our assets that are superior to the claims of the Shareholders, and we would expect such lenders to seek recovery against our assets in the event of a default. If the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Leverage is generally considered a speculative investment technique. Our ability to service any debt that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures.

As a BDC, we generally will be 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 Shares that we may issue in the future, of at least 150% (or 200% if certain requirements under the 1940 Act are not met). If this ratio declines below 150% (or 200% if certain requirements under the 1940 Act are not met), we may not be able to incur additional debt, which could have a material adverse effect on our operations. The amount of leverage that we employ will depend on the Advisor’s assessment of market and other factors at the time of any proposed borrowing. There can be no assurance that we will be able to obtain credit at all or on terms acceptable to us.

In addition, any debt facility into which we may enter would likely impose financial and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code. In particular, it is anticipated that the credit facility would contain certain financial covenants, which may include requiring us to maintain a minimum amount of equity supporting the credit facility or comply with certain collateral quality and coverage tests.

Additional Leverage. As a BDC, under the Investment Company Act we generally are not permitted to incur borrowings, issue debt securities or issue preferred stock unless immediately after the borrowing or issuance the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 200% or, if certain requirements, which are described below, are met, 150%.

Pursuant to Section 61(a) of the 1940 Act, BDCs may reduce the minimum asset coverage ratio from 200% to 150%, subject to certain approval requirements (including either stockholder approval or approval of the “required majority,” as such term is defined in Section 57(o) of the Investment Company Act), certain disclosure requirements and, in the case of a BDC that is not an issuer of common equity securities that are listed on a national securities exchange, such as the Company, the requirement that the BDC must extend to each person that is a stockholder as of the date of an approval described above the opportunity (which may include a tender offer) to sell the securities held by that stockholder as of that applicable approval date, with 25% of those securities to be repurchased in each of the four calendar quarters following the calendar quarter in which that applicable approval date takes place. As a result, BDCs may be able to incur additional indebtedness in the future, and the risks associated with an investment in BDCs may increase.

Failure to Qualify as a RIC. We will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Code. To qualify as a RIC under Subchapter M of the Code, we must meet certain source-of-income, asset diversification and distribution requirements. The distribution requirement for a RIC is satisfied if we distribute the sum of at least 90% of our net ordinary income, net short-term capital gains in excess of net long-term capital losses, if any, and 90% of its net tax-exempt interest (if any) to the Shareholders on an annual basis. Because we intend to incur debt, 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 qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax. To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in the Company having to dispose of certain investments quickly in order to qualify as a RIC, or to prevent the loss of such qualification after becoming a RIC. Because most of our investments will be in private or thinly traded public companies, any such dispositions may be made at disadvantageous prices and may result in substantial losses. While we generally will not lose our status as a RIC as long as we do not acquire any non-qualifying securities or other property, under certain circumstances we may be deemed to have made an acquisition

of non-qualifying securities or other property. If we fail to qualify as a RIC for any reason and become subject to corporate income tax, the resulting corporate income taxes could substantially reduce our net assets, the amount of income available for distributions to the Shareholders and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and the Shareholders. See “Item 1. Business— Certain U.S. Federal Income Tax Consequences—Taxation as a Regulated Investment Company.”

Recourse to Our Assets. Our assets, including any investments made by us and any capital held by us, are available to satisfy all our liabilities and other obligations. If we become subject to a liability, parties seeking to have the liability satisfied may have recourse to our assets generally and not be limited to any particular asset, even in the circumstance where a specific investment gave rise to the liability.

Litigation Risks. We will be subject to a variety of litigation risks, particularly if one or more of our portfolio companies face financial or other difficulties. Legal disputes, involving any or all of the Company, the Advisor, the Sub-Advisor or their affiliates, may arise from our activities and investments and could have a significant adverse effect on us.

Limited Liability of the Advisor and the Sub-Advisor. To the extent permissible by law, neither the Advisor nor the Sub-Advisor will be liable, responsible or accountable in damages or otherwise to us or to any Shareholder for any breach of duty to us or the Shareholders or for any act or failure to act pursuant to the Investment Advisory Agreement, Sub-Advisory Agreement or otherwise, except in certain limited circumstances provided by the 1940 Act and as set forth in the Investment Advisory Agreement or Sub-Advisory Agreement. In general, we will be required to indemnify the Advisors (and other related and/or affiliated parties) for certain losses arising out of its activities on behalf of us. Such obligations could reduce significantly the returns to the Shareholders.

Conflicts of Interest. Conflicts of interest may exist from time to time between the Advisor or the Sub-Advisor and certain of its affiliates involved with us.

Service Providers and Counterparties. Certain advisors and other service providers, or their affiliates (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants, and investment or commercial banking firms) to the Company, the Advisor, TCW, PNC and/or Portfolio Companies also provide goods or services to, or have business, personal, financial or other relationships with, the Advisor, TCW, PNC and their respective portfolio companies, or the Portfolio Companies. Such advisors and service providers (or their affiliates) may be investors in the Company, affiliates of the Advisor, sources of investment opportunities, co-investors, commercial counterparties and/or portfolio companies in which TCW, PNC and/or the Company has a portfolio investment. Accordingly, payments by the Company and/or such entities may indirectly benefit us and/or our affiliates.

Because TCW and PNC have many different businesses, including the registered broker dealers TCW Funds Distributors LLC and PNCCM, each of TCW and PNC is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than that to which it would be subject if it had just one line of business. For instance, employees of TCW are registered representatives and principals and may receive compensation from the Advisor for selling interests in open- and closed-end commingled investment vehicles that are managed by the Advisor (including us). Such individuals will not receive sales commissions from those investment vehicles, unless specifically disclosed.

Advisors and service providers, or their affiliates, often charge different rates or have different arrangements for different types of services. With respect to service providers, for example, the fee for a given type of work may vary depending on the complexity of the matter as well as the expertise required and demands placed on the service provider. Therefore, to the extent the types of services used by the Company and/or Portfolio Companies are different from those used by TCW or PNC (including their respective personnel), TCW or PNC (including their respective personnel) (as the case may be) may pay different amounts or rates than those paid by the Company and/or Portfolio Companies. In addition, TCW, PNC, the Company, Other Clients and/or their respective portfolio companies, may enter into agreements or other arrangements with vendors and other similar counterparties (whether such counterparties are affiliated or unaffiliated with TCW or PNC) from time to time whereby such counterparty may charge lower rates and/or provide discounts or rebates for such counterparty’s products and/or services depending on certain factors, including without limitation, volume of transactions entered into with such counterparty by TCW, PNC, the Company, Other Clients and their portfolio companies in the aggregate.

Allocation of Personnel. The Advisor, the Sub-Advisor and their respective members, partners, officers and employees will devote as much of their time to our activities as they deem necessary and appropriate. Subject to the terms of the Declaration of Trust, the Advisor, TCW, PNC and their respective affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with us and/or may involve substantial time and resources of the Advisor or the Sub-Advisor. Additionally, certain employees, directors and officers of the Sub-Advisor also perform other services for PNC (or other clients of the Sub-Advisor) and may receive higher compensation in connection with such other services, thereby incentivizing such individuals to devote more time and services to PNC or such clients. These activities could be viewed as creating a conflict of interest in that the time and effort of the members of the Advisor or the Sub-Advisor and their officers and employees will not be devoted exclusively to our business, but will be allocated between our business and the management of the monies of such other advisees of the Advisor or the Sub-Advisor.

Portfolio Investment Data. TCW and PNC receive various kinds of portfolio company/entity data and information (including from Portfolio Companies and/or entities of the Company), such as data and information relating to business operations, trends, budgets, customers and other metrics. (This data is sometimes referred to as “big data.”) In furtherance of the foregoing, TCW and PNC may seek to enter into information-sharing and use arrangements with Portfolio Companies and/or entities of the Company. TCW and PNC believe that access to this information furthers our interests by providing opportunities for operational improvements across Portfolio Companies and/or entities of the Company and in connection with our investment management activities. Subject to appropriate contractual arrangements, TCW and PNC may also utilize such information outside of our activities in a manner that provides a material benefit to TCW or PNC, but not us.

Potential Conflicts of Interest – Regulation. The Sub-Advisor is a wholly owned subsidiary of PNC Bank. Certain regulatory requirements impose investment and other restrictions that apply to a bank, such as PNC Bank, and some of its affiliated persons when they manage the investments of others, including restrictions that limit the ability to invest in certain affiliates of the bank and other types of issuers. These restrictions, as well as PNC Bank policies and procedures and those adopted by the Sub-Advisor, may be applied to holdings of the Company and may restrict our ability to invest in or engage in transactions with certain issuers of equity securities, fixed income securities and other investments. These restrictions may limit our ability to make certain investments the Advisor or the Sub-Advisor might otherwise select and may adversely affect our performance.

Possible Future Activities. TCW and PNC may expand the range of services that they each provide over time. Except as provided herein, TCW or PNC will not be restricted in the scope of its business or in the performance of any such services (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest, and whether or not such conflicts are described herein. TCW and PNC have, and will continue to develop, relationships with a significant number of companies, financial sponsors and their senior managers, including relationships with clients who may hold or may have held investments similar to those intended to be made by us. These clients may themselves represent appropriate investment opportunities for us or may compete with us for investment opportunities.

Risk of Certain Events Related to Sub-Advisor and its Affiliates. As affiliates of PNC will serve as the Sub-Advisor in respect of, and a Shareholder in, the Company, if PNC were to become insolvent, enter a receivership or similar procedure, experience a change of control or otherwise experience significant changes in its financial, regulatory or strategic position, the Company could be adversely affected. In particular, the services and expertise of PNC as the Sub-Advisor could be interrupted or compromised and/or we could lose a significant anchor investment from a Shareholder. If PNC or one or more of its affiliates were to enter into a receivership or resolution, their contractual obligations to us could be subject to a stay and PNC’s interest in the Company could be subject to transfer or sale to a third party as part of a resolution strategy.

Furthermore, the Company’s sourcing fee arrangement with PNCCM is a new and unproven relationship between the Company and PNCCM, and is subject to all of the business risks and uncertainties associated with any new commercial arrangement of this type, including the potential failure to achieve the expected benefits of the arrangement; difficulties for each party in operationalizing the arrangement; impairment of relationships with employees, customers or business partners; and the risk of termination of the agreement between the Company and PNCCM pursuant to its terms.

In addition, although PNCCM has agreed to screen and refer, at its discretion, eligible investments to the Company, it may not be able to do so efficiently or effectively, and many of the difficulties normally encountered by a new product offering to clients are beyond our or PNCCM’s control. Further, because the arrangement with PNCCM does not obligate PNCCM to source lending opportunities or any other opportunities for the TCW Steel City Platform, nor does it restrict PNCCM or its affiliates from engaging in any lending activities, these activities may compete with the Company and, as a result, there can be no assurances that the arrangement with PNCCM will allow our Advisors to effectively achieve the Company’s investment objective or implement its investment strategy. PNCCM does not have any fiduciary duty to us, the Advisor or the Sub-Advisor, it will not provide investment advice or recommendations or conduct any analyses of potential investment opportunities for us, the Advisor or the Sub-Advisor (other than initial preliminary screening reviews as part of the sourcing process), and it makes no representation as to the accuracy or completeness, nor the suitability or adequacy for our purposes, of any information it may share with the Sub-Advisor that it developed in connection with the sourcing of other tranches of the same facility. It is expected that PNCCM will have interests that conflict with ours, such as, amongst other things, the incentive to refer a prospective borrower to the Advisors in order to improve PNCCM’s relationship with that prospective borrower, to generate new business or new clients, and it is each of the Advisor and Sub-Advisor’s responsibility to determine whether any potential opportunity sourced by PNCCM is appropriate for us.

Economic Recessions or Downturns. Many of the portfolio companies in which we make investments may be susceptible to economic slowdowns or recessions and may be unable to repay the loans we made to them during these periods. Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record our investments at their current fair value. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net investment income and assets. Unfavorable economic conditions also could increase our and our portfolio companies’ funding costs, limit our and our portfolio companies’ access to the capital markets or result in a decision by lenders not to extend credit to us or our portfolio companies. These events could prevent us from increasing investments and harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt that we hold. We may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we will actually provide significant managerial assistance to that portfolio company, a bankruptcy court might subordinate all or a portion of our claim to that of other creditors.

No Guarantee of Interests. Any losses in the Company will be borne solely by Shareholders and not by TCW or PNC (in their capacity as the Advisor or the Sub-Advisor, as the case may be); therefore, TCW’s and PNC’s losses in the Company will be limited to losses attributable to the interests in the Company held by them in their capacity as Shareholders of the Company. Interests in the Company are not insured by or guaranteed by the U.S. Federal Deposit Insurance Corporation, and are not deposits in, obligations of, or endorsed or guaranteed in any way by any banking entity. Investments in the Company are subject to substantial investment risks, including, among others, those described herein, including the possibility of partial or total loss of an investor’s investment. Prospective investors should read our offering and organizational documents carefully and consult with their own advisors before deciding whether to invest in us.

Unspecified Use of Proceeds. Investors will not have an opportunity prior to investing to evaluate any of the portfolio investments to be made by us or the relevant economic, financial and other information regarding such portfolio investments and, accordingly, will be entirely dependent upon the judgment and ability of the Advisors in investing and managing our capital.

Suitability of Investments. An investment in us is not suitable for all investors. An investment is suitable only for sophisticated investors, and an investor must have the financial ability to understand and willingness to accept the

extent of its exposure to the risks and lack of liquidity inherent in an investment in the Company. Investors with any doubts as to the suitability of an investment in us should consult their professional advisors to assist them in making their own legal, tax, accounting and financial evaluation of the merits and risks of investment in us in light of their own circumstances and financial condition.

Reliance on Portfolio Company Management. The day-to-day operations of each portfolio company in which we invest will be the responsibility of such entity’s management team. In addition, we may make investments in portfolio companies where we have limited influence and the other investors in such portfolio company have economic or business interests or goals that are inconsistent with our business interests and goals. Although the Advisor will be responsible for monitoring the performance of each of our investments and we are required, pursuant to a specific 1940 Act provision applicable to BDCs, to offer to provide each of our portfolio companies managerial assistance, there can be no assurance that the existing management team of a portfolio company or any successor will be able to operate any such entity in accordance with our expectations. In this situation, we may not be in a position to limit or otherwise protect the value of our investment.

Competition for Investment Opportunities. There can be no assurance that there will be a sufficient number of suitable investment opportunities to enable us to invest all of the Commitments of the Shareholders in opportunities that satisfy our investment strategy, or that such investment opportunities will lead to completed investments by us. The activity of identifying, structuring, completing, implementing and realizing attractive investment opportunities is highly competitive. We will compete for investment opportunities with many other industry participants, including other BDCs, public and private funds, individual and institutional investors, and financial institutions. Many such entities have substantially greater economic and personnel resources than the Company and/or better relationships with borrowers and others and/or the ability to accept more risk than we believe can be prudently managed. Accordingly, competition for investments may have the effect of reducing the number of suitable prospective investments available to us and increasing the bargaining power of borrowers, thereby reducing our investment returns. Furthermore, the availability of investment opportunities generally will be subject to market conditions. It is possible that our capital will not be fully utilized if sufficient attractive investments are not identified and consummated by the Advisor.

No Secondary Market for Securities. Our investments are generally heavily negotiated and, accordingly, do not have the liquidity of conventional securities and will not have readily available market prices. We value such investments at fair value as determined in good faith by the Advisor in its capacity as our “valuation designee” in accordance with our valuation policy. Because there is no single standard for determining fair value, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment. In addition, due to their illiquid nature, we may not be able to dispose of our investments in a timely manner, at a fair price and/or in the manner that was thought to be viable when the investment was initiated (due to economic, legal, political or other factors). There is no assurance that we will be able to dispose of an investment in a particular security. The inability to dispose of a security could result in losses incurred by us, including the loss of our entire investment in such security. The debt of highly leveraged companies or companies in default also may be less liquid than other debt. If we voluntarily or involuntarily sold those types of debt securities, we might not receive the full value we expect.

Share Repurchase Program. We do not intend to list our Common Shares on a securities exchange and we do not expect there to be a public market for our Common Shares. As a result, if a person purchases our Common Shares, such person’s ability to sell their Common Shares will be limited.

We intend to commence a Common Share repurchase program in the first quarter of 2027 in which we intend to repurchase, in each quarter, up to 5% of our Common Shares outstanding as of the close of the previous calendar quarter. There is no guarantee that our Board of Trustees will approve such Common Share repurchase and further, if approved, our Board of Trustees may amend, suspend or terminate the Common Share repurchase program if it deems such action to be in our best interest and the best interest of our Shareholders. As a result, Common Share repurchases may not be available each quarter. Upon a suspension of our Common Share repurchase program, our Board of Trustees will consider at least quarterly whether the continued suspension of our Common Share repurchase program remains in our best interest and the best interest of our Shareholders. However, our Board of Trustees is not required to authorize the recommencement of our Common Share repurchase program within any specified period of time. Our Board of Trustees may also determine to terminate our Common Share repurchase program if required by applicable law or in connection with a transaction in which our Shareholders receive liquidity

for their Common Shares, such as a sale or merger of the Company or listing of our Common Shares on a national securities exchange.

Under our Common Share repurchase program, to the extent we offer to repurchase Common Shares in any particular quarter, we expect to repurchase Common Shares pursuant to tender offers using a purchase price equal to the NAV per Common Share as of the last calendar day of the applicable quarter, except that Common Shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived, at our discretion. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining Shareholders. We intend to conduct the repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act.

A Shareholder may tender all of the Common Shares that such Shareholder owns. There is no repurchase priority for a Shareholder under the circumstances of death or disability of such Shareholder.

In the event the amount of Common Shares tendered exceeds the repurchase offer amount, Common Shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the Common Share repurchase program, as applicable. We will have no obligation to repurchase Common Shares, including if the repurchase would violate the restrictions on distributions under federal law or Delaware law. The limitations and restrictions described above may prevent us from accommodating all repurchase requests made in any quarter. Our Common Share repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market.

We will offer to repurchase Common Shares on such terms as may be determined by our Board of Trustees in its complete and absolute discretion unless, in the judgment of our Independent Directors, such repurchases would not be in the best interests of our Shareholders or would violate applicable law. There is no assurance that our Board of Trustees will exercise its discretion to offer to repurchase Common Shares or that there will be sufficient funds available to accommodate all of our Shareholders’ requests for repurchase. As a result, we may repurchase less than the full amount of Common Shares that a Shareholder requests to have repurchased. If we do not repurchase the full amount of the Common Shares that a Shareholder has requested to be repurchased, or we determine not to make repurchases of our Common Shares, such Shareholder will likely not be able to dispose of their Common Shares, even if we under-perform. Any periodic repurchase offers will be subject in part to our available cash and compliance with the RIC qualification and diversification rules and the 1940 Act. Shareholders will not pay a fee to us in connection with our repurchase of Common Shares under the Common Share repurchase program.

The Company will repurchase Common Shares from Shareholders pursuant to written tenders on terms and conditions that our Board of Trustees determines to be fair to the Company and to all Shareholders. When our Board of Trustees determines that the Company will repurchase Common Shares, notice will be provided to Shareholders describing the terms of the offer, containing information Shareholders should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate. Our repurchase offers will generally use the NAV on or around the last business day of a calendar quarter, which will not be available until after the expiration of the applicable tender offer, so a Shareholder will not know the exact price of Common Shares in the tender offer when such Shareholder decides whether to tender their Common Shares.

Repurchases of Common Shares from Shareholders by the Company will be paid in cash promptly after the determination of the relevant NAV per Common Share is finalized. Repurchases will be effective after receipt and acceptance by the Company of eligible written tenders of Common Shares from Shareholders by the applicable repurchase offer deadline. The Company does not impose any charges in connection with repurchases of Common Shares. All Common Shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued Common Shares.

Most of our assets consist of instruments that cannot generally be readily liquidated without impacting our ability to realize full value upon their disposition. Therefore, we may not always have sufficient liquid resources to make repurchase offers. In order to provide liquidity for Common Share repurchases, we intend to generally maintain

under normal circumstances borrowing capacity on a credit facility, an allocation to broadly syndicated loans and other liquid investments. We may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources. Should making repurchase offers, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us as a whole, or should we otherwise determine that investing our liquid assets in originated loans or other illiquid investments rather than repurchasing our Common Shares is in the best interests of the Company as a whole, then we may choose to offer to repurchase fewer Common Shares than described above, or none at all.

Payment for repurchased Common Shares may require us to liquidate portfolio holdings earlier than our Advisor would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase our investment-related expenses as a result of higher portfolio turnover rates.

Status as Non-Diversified Investment Company. We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer. To the extent that we assume large positions in the securities of a small number of issuers, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our asset diversification requirements as a RIC under the Code, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies.

Illiquidity of Collateral. Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of those assets will satisfy a company’s obligations. If a company defaults on a secured investment, the Company may receive assets other than cash or securities in full or partial satisfaction of such company’s obligations. The Company might not be able to realize the benefit of the assets for legal, practical or other reasons. The Company might hold those assets until it is determined to be appropriate to dispose of them.

Portfolio Concentration. Although the regulatory restrictions applicable to RICs limit the amount that we may generally invest in any single portfolio company, our investments may not be diversified. See “Item 1. Business— Regulation as a Business Development Company— Qualifying Assets” and “Item 1. Business—Certain U.S. Federal Income Tax Consequences— Taxation as a Regulated Investment Company.” Aside from the diversification requirements that we will have to comply with as a RIC, other investment limitations described in this Registration Statement and other contractual investment limitations to which we are subject pursuant to the Declaration of Trust, we do not have any specific portfolio diversification or concentration limits. As a result, our portfolio may include a relatively limited number of large positions. If our investments are concentrated in a few issuers or industries, any adverse change in one or more of such issuers or industries could have a material adverse effect on our investments. To the extent the aggregate Commitments of the Shareholders turn out to be substantially less than the amounts targeted, our portfolio may be even more concentrated than it would otherwise be.

Sector Concentration Risk. To the extent that the Company focuses its investments in a particular sector, it will be more sensitive to conditions that affect the sector than a portfolio that is not focused on a particular sector. Such a focus may cause a negative effect on Company’s investments.

Valuation Risk. The majority of our investments are expected to be in instruments that do not have readily ascertainable market prices. Investments which the Company holds for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by the Board based on similar instruments, internal assumptions and the weighting of the available pricing inputs. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Advisor 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.

Reliance upon Consultants. The Advisor may rely upon independent consultants in connection with its evaluation of proposed investments; however, no assurance can be given that these consultants will accurately evaluate such investments and we may incur liability as a result of such consultants’ actions.

Credit Risks. Debt investments are subject to credit risk. Credit risk relates to the ability of the borrower to make interest and principal payments on the loan or security as they become due. If the borrower fails to pay interest, our income might be reduced. If the borrower fails to repay principal, the value of that security and the value of the Company might be reduced. Our investments in debt securities are subject to risks of default. We may invest in debt securities made in connection with leveraged buy-out transactions, recapitalizations (i.e., a type of a corporate restructuring that aims to change a company’s capital structure) and other highly leveraged transactions. While our investments in senior loans typically will be secured by collateral, we may have difficulty liquidating the collateral or enforcing our rights under the terms of the senior loans in the event of the borrower’s default. There is no guarantee that the collateral securing a senior loan will be sufficient to protect us against losses or a decline in income in the event of a borrower’s non-payment of interest or principal. In the event that a borrower declares bankruptcy, a court could invalidate our security interest in the loan collateral or subordinate our rights under the senior loan to other creditors of the borrower. Also, we may invest part of our assets in loans and other debt obligations that are not fully secured.

Interest Rate Risk. In general, the value of a debt security changes as prevailing interest rates change. For fixed-rate debt securities, when prevailing interest rates fall, the values of outstanding debt securities generally rise. When interest rates rise, the values of outstanding debt securities generally fall, and they may sell at a discount from their face amount. Our debt investments will generally have adjustable interest rates. For that reason, the Advisor expects that when interest rates change, the amount of interest we received in respect of such debt investments will change in a corresponding manner. However, the interest rates of some debt investments adjust only periodically. Between the times that interest rates on debt investments adjust, the interest rates on those investments may not correlate to prevailing interest rates. In recent years the U.S. Federal Reserve Board (the “Fed”) increased interest rates from historically low levels in an effort to cause inflation levels to align with the Fed’s long-term inflation target, but the Fed lowered interest rates by 50 basis points in September 2024 and by 25 basis points in November 2024 and may lower interest rates further this year. A wide variety of factors can cause interest rates to change (e.g., central bank monetary policies, inflation rates, or general economic conditions).

Reliance upon Unaffiliated Co-Lender. In certain circumstances we may co-invest with an unaffiliated lender, who will sometimes be responsible for performing some of the legal due diligence on the borrower and for negotiating some of the terms of the loan agreement that establishes the terms and conditions of the debt investment and the rights of the borrower and the lenders. In such circumstances, although we will perform our own due diligence, we may rely in part on the quality of the due diligence performed by the co-lender and will be bound by the negotiated terms of the loan documentation. There can be no assurance that the unaffiliated co-lender will perform the same level of due diligence as we would perform or that the co-lender will negotiate terms that are consistent with the terms generally negotiated and obtained by us. If the unaffiliated co-lender is acting as collateral agent under the loan documentation and becomes insolvent, the assets securing the debt investment may be determined by a court or regulatory authority to be subject to the claims of the co-lender’s creditors. If that were to occur, we might incur delays and costs in realizing payment on the loan, or we might suffer a loss of principal and/or interest.

Use of Investment Vehicles. In general, the risks associated with indirect investments in portfolio companies through a joint venture, partnership or other special purpose vehicle (each, an “Investment Vehicle”) are similar to those associated with a direct investment in a portfolio company. While we will analyze the credit and business of a potential portfolio company in determining whether or not to make an investment in an Investment Vehicle, we will nonetheless be exposed to the creditworthiness of the Investment Vehicle. In the event of a bankruptcy proceeding against the Investment Vehicle, the risks outlined below under “—Insolvency Considerations with Respect to Portfolio Companies” will be applicable with equal effect. Additionally, in the case of a bankruptcy proceeding against the portfolio company, the assets of the portfolio company may be used to satisfy its obligations prior to the satisfaction of our investment in the Investment Vehicle (i.e., our investment in the Investment Vehicle would be structurally subordinated to the other obligations of the portfolio company).

Insolvency Considerations With Respect to Portfolio Companies. Various laws enacted for the protection of creditors may apply to our debt investments. A bankruptcy proceeding against a borrower could delay or limit our ability to collect the principal and interest payments on that borrower’s debt obligations. In a lawsuit brought by creditors of a borrower, a court or a trustee in bankruptcy could take certain actions that would be adverse to us. For example:

Lender Liability. In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed “Lender Liability”). Generally, Lender Liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Lender Liability claims generally arise in bankruptcy, but can also arise under state law claims. Lender Liability often involves claims of misconduct where a lender (a) intentionally takes an action that exacerbates the insolvency of a borrower or issuer or that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its influence as a shareholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer. We could be subject to allegations of Lender Liability because of the nature of certain of our investments. There is also a risk that where Lender Liability is alleged, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “Equitable Subordination”). We do not intend to engage in conduct that would give rise to a claim of Lender Liability or Equitable Subordination. However, as a BDC, we are obligated to offer managerial assistance to each of our portfolio companies. To the extent any of our portfolio companies elect to accept such offer to provide managerial assistance, that level of involvement with a portfolio company could strengthen a Lender Liability claim against us. Therefore, claims for Lender Liability or Equitable Subordination affecting our investments could arise as a result of any managerial assistance that we provide in order to fulfill our obligations as a BDC. Moreover, because of the nature of our investments, we may not always be the lead creditor, and security or other agents may act on behalf of the investors in a security owned by us. Therefore, claims for Lender Liability or Equitable Subordination affecting our investments could also arise without our direct managerial or other involvement.

Special Risks of Highly Leveraged or other Risky Portfolio Companies. We may invest in debt and equity securities of portfolio companies that are highly leveraged and whose debt securities would be considered well below investment grade. We may also invest in obligations of portfolio companies in connection with a restructuring under Chapter 11 of the U.S. Bankruptcy Code (i.e., a debtor in possession financing) if the obligations meet the credit standards of the Advisor. Debtor in possession financings are arranged when an entity seeks the protections of the bankruptcy court under Chapter 11 of the U.S. Bankruptcy Code. These financings allow an entity to continue its business operations while reorganizing under Chapter 11. Such financings are senior liens on unencumbered security (i.e., security not subject to other creditor claims). These debt obligations tend to offer higher yields than investment grade securities to compensate investors for the higher risk, and are commonly referred to as “high risk securities” or, in the case of bonds, “junk bonds.” Similarly, we may also invest in obligations of portfolio companies in

connection with rescue situation and Chapter 11 exit financings. Rescue situation financings may avoid a company’s need to resort to bankruptcy and provide the company with working capital it needs to continue uninterrupted operations. Chapter 11 exit financings allow a company to deleverage its balance sheet and to emerge from a Chapter 11 bankruptcy. Lending to highly leveraged or other risky borrowers is highly speculative. These investments may expose us to financial market risks, interest rate risks and credit risks that are significantly greater than the risks associated with other securities in which we may invest. An economic downturn or a period of rising interest rates, for example, could cause a decline in the prices of such securities. The prices of securities structured as zero-coupon or pay-in-kind securities may be more volatile than securities that pay interest periodically and in cash. In the event of a default by a portfolio company, we would experience a reduction of our income and could expect a decline in the fair value of the defaulted securities and may incur significant additional expenses to seek recovery.

Risk of Bridge Financing. If we make or invest in a bridge loan or interim financing for a portfolio company that intends to refinance all or a portion of that loan, there is a risk that the borrower will be unable to complete such refinancing successfully. Such failure could lead to the portfolio company having to pay interest at increasing rates along with additional fees and expenses, the result of which may reduce the value of the portfolio company.

Risk of Subordinated or Mezzanine Financing. Our investments in subordinated or mezzanine financing will generally be unsecured or, if secured, will be subordinated to the interests of the senior lender in the borrower’s capital structure. In the event of a bankruptcy or insolvency involving the borrower where there are insufficient assets to satisfy the obligations of the borrower to its senior lender, there may be no assets available to meet its obligations to the holders of its subordinated or mezzanine debt, including the Company.

Risks of Investing in Unitranche Loans. Unitranche loans provide leverage levels comparable to a combination of first lien and second lien or subordinated loans, and may rank junior to other debt instruments issued by the portfolio company. Unitranche loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term, and there is a heightened risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. From the perspective of a lender, in addition to making a single loan, a unitranche loan may allow the lender to choose to participate in the “first out” tranche, which will generally receive priority with respect to payments of principal, interest and any other amounts due, or to choose to participate only in the “last out” tranche, which is generally paid only after the first out tranche is paid. We may participate in “first out” and “last out” tranches of unitranche loans and make single unitranche loans.

Non-U.S. Investment Risk. We may invest up to 30% of our gross assets in portfolio companies domiciled outside of the United States (assuming that the remaining 70% of our gross assets constitute “qualifying assets” (as defined in the 1940 Act and as described under “Item 1. Business—Regulation as a Business Development Company—Qualifying Assets”)). Non-U.S. obligations have risks not typically involved in domestic investments. For example, non-U.S. obligations not denominated in U.S. dollars will cause our investment performance to vary based on changes in the applicable currency exchange rate. Moreover, even if we attempt to hedge the currency exchange risk, these hedges may be expensive and may not completely protect us in all circumstances. Non-U.S. investing can also result in higher transaction and operating costs for the Company. Non-U.S. issuers may not be subject to the same accounting and disclosure requirements that U.S. issuers are subject to. The value of non-U.S. investments may be affected by exchange control regulations, expropriation or nationalization of a company’s assets, non-U.S. taxes, delays in settlement of transactions, changes in governmental economic or monetary policies in the United States or abroad, or other political and economic factors. We may have greater difficulty taking appropriate legal actions in non-U.S. courts. Non-U.S. countries may impose withholding taxes on income paid on the debt securities of issuers in those countries.

Risks of Using Derivative Instruments. We may use derivative financial instruments for hedging or managing the risks associated with the assets we hold. The risks posed by such instruments can be extremely complex and difficult to evaluate, including (i) risks relating to our counterparties in such a transaction; (ii) imperfect correlation between movements in the currency, interest rate or other reference on which the derivative is based and movements in the assets of the underlying portfolio; and (iii) reduced ability to meet short-term obligations because of the percentage of our assets segregated to cover derivative obligations. In addition, by hedging a particular position, any potential gain from an increase in value of such position may be limited.

Under an applicable SEC rule, BDCs that use over a certain level of derivatives will be subject to a value-at-risk (“VaR”) leverage limit, a derivatives risk management program and testing requirements and requirements related to board reporting. These requirements will apply, unless a BDC qualifies as a “limited derivatives user,” as defined under the rule. Under the rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.

Risks Associated with Investments and Trading of Liquid Assets, Including Broadly Syndicated Loans. From time to time, we may invest in liquid assets, such as broadly syndicated loans, high yield bonds, structured finance securities, shares of investment companies and other instruments that may be traded in public or institutional financial markets and have a readily available market value. These investments may expose us to various risks, including with respect to liquidity, price volatility, interest rate risk, ability to restructure in the event of distress, credit risks and less protective issuing documentation, than is the case with the private middle market loans that comprise the majority of our investment portfolio. Certain of these instruments may be fixed rate assets, thereby exposing us to interest rate risk in the valuation of such investments. Additionally, the financial markets in which these assets may be traded are subject to significant volatility (including due to macroeconomic conditions), which may impact the value of such investments and our ability to sell such instruments without incurring losses. The foregoing may result in volatility in the valuation of our liquid investments (including in any broadly syndicated loans that we invest in), which would, in turn, impact our NAV. Similarly, a sudden and significant increase in market interest rates may increase the risk of payment defaults and cause a decline in the value of these investments and in our NAV. We may sell our liquid investments (including broadly syndicated loans) from time to time in order to generate proceeds for use in our investment program, and we may suffer losses in connection with any such sales, due to the foregoing factors. We may not realize gains from our investments in liquid assets and any gains that we realize may not be sufficient to offset any other losses we experience.

Need for Follow-On Investments. We may be called upon to provide follow-on funding or additional loans for, or have the opportunity to increase our investment in, our portfolio companies. There can be no assurance that we will be able to make or arrange for follow-on investments or loans or that we will have sufficient funds to do so. Any decision not to make follow-on investments or loans or the inability to make them may have a substantial negative impact on a portfolio company in need of funds or may diminish our proportionate ownership in such entity and thus our ability to influence the entity’s future conduct. The inability to make follow-on investments or loans may also impede, diminish or reduce the number of attractive investments made available to us.

Inability to Take Advantage of Investment Opportunities with Affiliated Funds or Investors. The 1940 Act limits our ability to engage in transactions with affiliated funds and investors. For example, we are prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our Independent Trustees and, in some cases, of the SEC. Any person that owns, directly or indirectly, five percent or more of our outstanding voting securities will be our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any security from or to such affiliate, absent the prior approval of the Independent Trustees. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could include co-investments in the same portfolio company, without prior approval of the Independent Trustees and, in some cases, of the SEC. Although the Company may be able to benefit from exemptive relief if obtained from the SEC by the Advisors and other funds advised by the Advisors to engage in certain “joint” transactions, the relief, if obtained, is limited and subject to certain conditions. We are prohibited from buying or selling any security from or to any person who owns more than 25% of our voting securities or controls us (such as the Advisors) or certain of that person’s affiliates (such as other investment funds managed by the Advisors), or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. As a result of these restrictions, we may be prohibited from buying or selling any security (other than any security of which we are the issuer) from or to any portfolio company of a fund managed by the Advisors or their affiliates without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us. If relief is obtained, in situations where we cannot co-invest with other investment funds managed by the Advisors due to the restrictions contained in the 1940 Act, the investment policies and procedures of the Advisor generally require that such opportunities be offered to us and such

other investment funds consistent with the Advisor’s allocation policy. Therefore, there can be no assurance that we will be able to participate in all investment opportunities identified by the Advisors that are suitable for us.

Effect of BDC and RIC Rules on Investment Strategy. Our having to comply with the various rules necessary to remain qualified as a BDC and a RIC could adversely impact the implementation of our investment strategy and thus reduce returns to investors. For example, the diversification requirements imposed by the RIC rules could, in certain situations, preclude us from making certain investments.

Prepayment Risk. The value of our assets may be affected by prepayment rates on loans. Prepayment rates are influenced by changes in interest rates and a variety of economic, geographic and other factors beyond our control. Therefore, the frequency at which prepayments (including voluntary prepayments by borrowers and liquidations due to defaults and insolvency) occur in respect of our portfolio investments can adversely impact us and prepayment rates cannot be predicted with certainty, making it impossible to insulate ourselves from prepayment or other such risks. Early prepayments give rise to increased reinvestment risk, including, for example, when the prevailing level of interest rates falls, we may be unable to reinvest cash in a new portfolio investment with an expected rate of return at least equal to that of the portfolio investment prepaid.

Allocation of Expenses. To the extent that any fees and expenses were incurred on our behalf and any Other Clients (as defined below), the Company and such Other Clients will generally bear an allocable portion of any such fees and expenses on a pro rata basis (as determined by the Advisors) in proportion to the Company’s and such Other Clients’ respective percentage interests in the portfolio investment to which such fees and expenses relate (subject to our and such Other Clients’ offering and/or governing documents), or in such other manner as the Advisor considers fair and equitable. Notwithstanding the foregoing, the Advisor may in its sole discretion structure a co-investment opportunity, provided co-investment relief is granted, such that the proposed participants in such co-investment opportunity do not bear any Broken Deal Expenses (as defined below), with the result that we will bear all such Broken Deal Expenses; provided, if so structured, that such participants will not be entitled to receive any break-up or similar fee income, if any, that may be earned with respect to such transaction. In most cases, we expect that proposed participants in co-investments will not bear Broken Deal Expenses (such as legal fees, reverse termination fees, extraordinary expenses such as litigation costs and judgments and other expenses), with the result that only we will bear all such Broken Deal Expenses.

To the extent the context permits or otherwise requires, Other Clients refers to clients, investment funds, client accounts and proprietary accounts advised or managed by the Advisor or the Sub-Advisor or their respective affiliates, and in which we will not have an interest (“Other Clients”). Broken Deal Expenses refer to fees and expenses for investment and/or divestment transactions not completed by us, including amounts payable to or by third parties, and all fees and expenses of any legal, financial, accounting, advisory, consulting or other advisors or lenders, investment banks and other financing sources in connection with arranging financing for transactions that are not consummated and any deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, unconsummated transactions (“Broken Deal Expenses”).

Reliance on the Advisor, the Sub-Advisor and their Professionals. The Advisor will have discretion over approving an investment of our assets. Our success will depend in large part upon the skill and expertise of the Advisor, the Sub-Advisor and their respective professionals. There is ever increasing competition among alternative asset firms, financial institutions, private equity firms, investment managers and other industry participants for hiring and retaining qualified investment professionals, and there can be no assurance that such professionals will continue to be associated with the Advisor, the Sub-Advisor or their respective affiliates. The loss of the services of one or more of such persons could have a material adverse impact on our ability to realize our investment objectives. Moreover, although we expect to have access to all of the appropriate resources, relationships and expertise of the Advisors, there can be no assurance that such resources, relationships and expertise will be available for every transaction. In addition, investment professionals and committee members may be replaced or added at any time. In addition, members of the investment team will work on other projects for the TCW Group or PNC, as applicable. The professionals involved with us are not dedicated exclusively to us and will have other responsibilities for the TCW Group or PNC, as applicable. Conflicts of interest may arise in allocating management time, services or functions, and the ability of us and our investment team to access other professionals. Further, there can be no assurance that the Sub-Advisor will not voluntarily withdraw from its relationship with us, resulting in adverse impacts us.

Dependence on PNCCM as Sourcing Agent. We are dependent on PNCCM as a sourcing agent for our investments. While the Advisor may source investments and retains final authority to approve or reject investments, the Advisor may rely on PNCCM’s sourcing efforts, and the Sub-Advisor’s originating and due diligence efforts. If the Sub-Advisor provides incomplete or inaccurate information, or fails to identify appropriate investment opportunities, the Advisor may not be able to manage our portfolio effectively. This level of reliance on a sourcing agent increases the risk that the Sub-Advisor’s decisions could impact our performance, particularly if the Sub-Advisor prioritizes certain investments or strategies that may not fully align with our best interests or our investment objectives. Additionally, reliance on this sourcing channel could expose us to business continuity risk in the event that PNCCM terminates its relationship with us, which may result in adverse impacts on our access to new investment opportunities

Other Affiliate Transactions and Investments in Different Levels of Capital Structure. From time to time, the Company and Other Clients may make investments at different levels of an issuer’s capital structure or otherwise in different classes of an issuer’s securities, subject to the limitations of the 1940 Act. PNC may also hold investments in an issuer that we are invested in, and such holdings may be at different levels of the capital structure or in different classes of securities. Such investments may inherently give rise to conflicts of interest or perceived conflicts of interest between or among the various classes of securities that may be held by such entities. To the extent we hold securities that are different (including with respect to their relativeseniority) than those held by an Other Client, the Advisor and its affiliates may be presented with decisions when our interests are in conflict, particularly if the Company and Other Clients hold significant or controlling interests in competing or different tranches of a portfolio company’s capital structure. For example, conflicts could arise where we lend funds to a portfolio company while an Other Client invests in equity securities of such portfolio company. In this circumstance, for example, if such portfolio company goes into bankruptcy, becomes insolvent or is otherwise unable to meet its payment obligations or comply with its debt covenants, conflicts of interest could arise between the holders of different types of securities as to what actions the portfolio company should take. In addition, purchases or sales of securities for our account (particularly marketable securities) will be bunched or aggregated with orders for Other Clients, including other funds. It is frequently not possible to receive the same price or execution on the entire volume of securities sold, and the various prices may be averaged, which may be disadvantageous to us. Further conflicts could arise after the Company and Other Clients have made their respective initial investments. For example, if additional financing is necessary as a result of financial or other difficulties, it may not be in our best interests to provide such additional financing. If the other affiliates were to lose their respective investments as a result of such difficulties, the ability of the Advisor to recommend actions in our best interests might be impaired. TCW and PNC (as applicable) may in their discretion take steps to reduce the potential for adversity between us and the Other Clients, including causing us and/or such Other Clients to take certain actions that, in the absence of such conflict, we would not take. In addition, there may be circumstances where TCW or PNC agrees to implement certain procedures to ameliorate conflicts of interest that may involve a forbearance of rights relating to us or Other Clients, such as where TCW may cause Other Clients to decline to exercise certain control- and/or foreclosure-related rights with respect to a portfolio investment. There can be no assurance that the return on our investment will be equivalent to or better than the returns obtained by Other Clients participating in the transaction. In addition, it is possible that in a bankruptcy proceeding, our interests will be subordinated or otherwise adversely affected by virtue of an Other Client’s or other vehicle’s involvement and actions relating to its investment. For example, in circumstances where we hold a junior mezzanine interest in a portfolio company, holders of more senior classes of debt issued by such portfolio company (which can include Other Clients) could take actions for their benefit (particularly in circumstances where such portfolio company faces financial difficulties or distress) that further subordinate or adversely impact the value of our investment in such portfolio company.

Further, parties with material relationships with us (including, but not limited to, (i) Other Clients (including portfolio companies thereof and lenders thereto), (ii) co-investors, (iii) TCW and PNC (including PNC Bank) (including equity holders thereof and lenders thereto), and (iv) our investors could provide additional financing to our Portfolio Companies, subject to the restrictions of the 1940 Act and, in the case of PNC, the BHC Act and the regulations promulgated thereunder. TCW or PNC could have incentives to cause us and / or our Portfolio Companies to accept less favorable financing terms from such parties as compared to third party providers. If the Company occupies a different, and in particular, more senior position in the capital structure than such parties, TCW or PNC could influence us or the portfolio company to offer financing terms that are more favorable to such parties. In the case of a related party financing between us or our Portfolio Companies, on the one hand, and TCW or PNC or Other Clients’ portfolio companies, on the other hand, subject to our governing documents, the Advisors could,

but are not obligated to, rely on a third party agent to confirm the terms offered by the counterparty are consistent with market terms, or the Advisor could instead rely on their own internal analysis, which the Advisors believe is often superior to third party analysis given TCW’s and PNC’s scale in the market.

If, however, any of TCW, PNC, the Company, an Other Client or any of their portfolio companies delegates to a third party, such as another member of a financing syndicate or a joint venture partner, the negotiation of the terms of the financing, the transaction will be assumed to be conducted on an arms-length basis, even though the participation of the TCW- or PNC-related vehicle impacts the market terms. For example, in the case of a loan extended to us or a portfolio company by a financing syndicate in which an Other Client has agreed to participate on terms negotiated by a third-party participant in the syndicate, it might have been necessary to offer better terms to the financing provider to fully subscribe the syndicate if the Other Client had not participated. It is also possible that the frequent participation of Other Clients in such syndicates could dampen interest among other potential financing providers, thereby lowering demand to participate in the syndicate and increasing the financing costs to us. The Advisors do not believe either of these effects is significant, but no assurance can be given to investors that these effects will not be significant in any circumstance.

Investment Priority. If TCW is presented with an investment opportunity that is appropriate for us, on the one hand, and another TCW Steel City Platform client, on the other hand, TCW will generally allocate such investment opportunities between us and such other TCW Steel City Platform clients in a manner and order that it deems fair, equitable, and appropriate and taking into account such factors as it determines to be appropriate, in each case in its discretion. All allocations will be overseen and approved by TCW in accordance with the Advisor’s allocation policy, ensuring compliance with internal procedures and regulatory requirements.

If the aggregate allocation recommended by the Advisor for us and one or more other TCW Steel City Platform clients collectively exceeds the size of the investment opportunity, the participation in such investment opportunity will generally be allocated among us and such other TCW Steel City Platform clients based on various factors as the Advisor determines to be appropriate in its reasonable discretion, including, but not limited to, the available capital of the Company and such other TCW Steel City Platform clients, total capital commitments, targeted leverage, remaining investment commitments and cash on hand, existing investment obligations and reserves, if any, in each case related to us and applicable other TCW Steel City Platform clients, and available investment size.

Finally, from time to time, we may be presented with an investment opportunity to invest in an amount that exceeds the amount the Advisor believes would be in our best interests. In such an instance, a portion of such investment opportunity that is allocated to us, up to the amount of such excess, may be allocated to co-investors in the Advisor’s discretion in accordance with the Advisor’s allocation policy. Similar apportionment principles will apply, as appropriate, to asset disposition decisions. With respect to any investment or asset disposition decision, as applicable, the foregoing considerations could in certain circumstances adversely affect the price paid or received by us, or the size of the position purchased or sold by us (including the preclusion of the Company from purchasing a position) or may inhibit the exercise of various rights available to us with respect to the subject asset.

In addition, we may invest in assets in which other TCW Steel City Platform clients invest, either concurrently with, or subsequent or prior to, us. The Advisor and TCW may from time to time incur costs, fees, and expenses in connection with portfolio investments to be made concurrently on behalf of us and other TCW Steel City Platform clients. The apportionment of such costs, fees, and expenses among us and other TCW Steel City Platform clients will be made in a manner that the Advisor and TCW consider fair and equitable under the circumstances and SEC exemptive relief, once such relief has been granted.

TCW shall not have any obligation to present any investment opportunity to us if TCW determines in good faith that such opportunity should not be presented to us for any one or a combination of the reasons specified above. Similarly, PNCCM shall not have any obligation to source a particular investment opportunity for us if PNC determines in good faith that such opportunity should not be presented to us for any one or a combination of similar reasons to those specified above, or if PNC is otherwise restricted from sourcing such opportunity for us. The application of the above guidelines may result in us not participating (and/or not participating to the same extent) in certain investment opportunities in which we would have otherwise participated had the related allocations been determined without regard to such guidelines and/or based only on the circumstances of those particular investments.

Orders may be combined for us and all other participating TCW Steel City Platform clients, and if any order is not filled at the same price, they may be allocated on an average price basis. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, securities may be allocated among the different accounts on a basis that TCW considers equitable. If TCW determines that a proposed allocation to us or other TCW Steel City Platform clients would be inappropriately small because it is below the threshold for a minimum investment under the relevant investment policies or guidelines for either us or such other TCW Steel City Platform clients, or that the proposed allocation would result in a holding that is too small to efficiently trade or value, TCW may instead allocate the entire investment to a single participating entity or to only the eligible entities, provided that such allocations are done on a rotating basis as they arise so that each of the Company and such other TCW Steel City Platform clients have an opportunity to participate over time in opportunities that are not large enough to be allocated among all otherwise eligible entities.

Limitations on Co-Investments with Affiliates. The 1940 Act may limit our ability to engage in certain transactions with affiliates. As a result, we may be prohibited from co-investing with such affiliates in investments where terms of such investments other than price and amount of securities (such as financial and negative covenants, guarantees, or indemnification provisions) are negotiated, unless SEC co-investment exemptive relief is obtained. These restrictions may limit our access to certain investment opportunities that would otherwise be available to us.

Until SEC exemptive relief is granted, we may face restrictions in our ability to co-invest with affiliates. If the Order is granted, we will be permitted to co-invest alongside affiliates, but only under the terms and conditions set forth in the SEC exemptive order. TCW and PNC have each filed an application with the SEC seeking an SEC exemptive order (the “Order”) that would allow us to co-invest with other funds advised by the Advisor, the Sub-Advisor, or their affiliates, though there is no assurance when, or if, such relief will be granted, that any relief granted will be on the terms requested, or that the terms of such relief, if granted, will be acceptable to us. If exemptive relief is granted, co-investments made under the Order will be subject to its conditions and requirements, which may limit our ability to participate in certain co-investment transactions. As a result, we may be unable to structure our portfolio as desired due to the requirements of the Order and the allocation of investment opportunities among us and our affiliates. To the extent the conditions of the Order are not satisfied with respect to any given investment, the consequence could be that we or an affiliate are unable to participate in, or approve an amendment to the terms of, certain investments.

Debt Financings in Connection with Acquisitions and Dispositions. We may from time to time provide financing (i) as part of a third-party purchaser’s bid for, or acquisition of, a portfolio entity or the underlying assets thereof owned by one or more Other Clients and/or (ii) in connection with a proposed acquisition or investment by one or more Other Clients or affiliates of a portfolio investment and/or its underlying assets. This generally would include the circumstance where we are making commitments to provide financing at or prior to the time such third-party purchaser commits to purchase such investments or assets from one or more Other Clients. We may also make portfolio investments and provide debt financing with respect to portfolio investments in which Other Clients and/or affiliates hold or propose to acquire an interest. While the terms and conditions of any such arrangements will generally be at arm’s-length terms negotiated on a case-by-case basis, the involvement of the Company and/or such Other Clients or affiliates may affect the terms of such transactions or arrangements and/or may otherwise influence the Advisor’s decisions with respect to the management of the Company and/or such Other Clients or the relevant portfolio investment, which may give rise to potential or actual conflicts of interest and which could adversely impact us. Subject to the limitations of the 1940 Act and our governing documents, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by TCW or PNC, or other TCW or PNC funds.

We may from time to time dispose of all or a portion of a portfolio investment where the Advisor, the Sub-Advisor or one or more Other Clients is providing financing to repay debt issued to us. Such involvement may give rise to potential or actual conflicts of interest.

Co-Investment Syndication. The Company may initially consummate a portfolio investment intended as a co-investment as described herein and, later, syndicate such co-investment to certain persons. There can be no assurance that the Company will be successful in syndicating any such co-investment, in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that any syndication will take place on terms and conditions that will be preferable for the Company or that expenses incurred by the Company with respect

to any such syndication will not be substantial. In the event that the Company is not successful in syndicating any such co-investment, in whole or in part, it may consequently hold a greater concentration and have more exposure in the related investment than initially was intended, which could make the Company more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. Moreover, an investment by the Company that is not syndicated to co-investors as originally anticipated could reduce the Company’s overall investment returns.

Illiquid and Long-Term Investments. It is anticipated that there will be a significant period of time before we will have completed our portfolio investments. Many of such portfolio investments are currently expected by the Advisor and the Sub-Advisor to take on average at least three to five years (or potentially longer) from the date of initial investment to reach a state of maturity when realization of the portfolio investment can be achieved. Although our portfolio investments will typically generate some current income and/or cash flow in the form of amortization, interest or fee payments, private investment transaction structures often will not provide for liquidity of our portfolio investment prior to repayment upon a refinancing event, and the return of capital and the realization of gains, if any, from a portfolio investment generally will occur only upon the partial or complete disposition of such portfolio investment. In light of the foregoing, it is likely that no significant return from the disposition of our portfolio investments will occur for a substantial period of time from our date of closing. While a portfolio investment may be sold at any time, it is not generally expected that this will occur for a number of years after such portfolio investment are made. It is unlikely that there will be a public market for the illiquid and/or long-term securities held by us at the time of their acquisition. Therefore, no assurance can be given that, if we are determined to dispose of a particular portfolio investment, we could dispose of such portfolio investment at a prevailing market price, and there is a risk that disposition of such portfolio investment may require a lengthy time period or may result in distributions in-kind to investors. Although the Advisor and the Sub-Advisor expect that portfolio investments will either be disposed of prior to the Company being put into liquidation or be suitable for in-kind distribution at liquidation, we may have to sell, distribute or otherwise dispose of portfolio investments at a disadvantageous time as a result of liquidation. We generally will not be able to sell our portfolio investments through the public markets unless their sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available. Additionally, there can be no assurances that the portfolio investments can be sold on a private basis. In addition, we may be prohibited from selling certain securities for a period of time because of contractual, legal, regulatory or other similar reasons and, as a result, may not be permitted to sell a portfolio investment at a time we might otherwise desire to do so.

Risks Specific to Trade Receivables Securitizations. We intend to make investments in securitizations, including, but not limited to, trade receivables securitizations. Trade receivables securitizations may be subject to the risks of dilution, which will be a noncash reduction in the receivable balance for reasons other than default. Dilution risks may increase if product quality deteriorates or the value of future services and warranties becomes questionable. The risk of loss of funds held by the seller-servicer at the time of bankruptcy may also be heightened by the rapid payment rates associated with trade receivables. Our investment performance may be adversely impacted under such circumstances.

Risks of Technology Financing. We may invest in and/or otherwise provide financing to portfolio companies focused on enterprise software solutions, including but not limited to business process automation, data management systems, cloud based applications and technology-enabled businesses targeting the middle market. Such portfolio companies are frequently in growth stage, but with a well-established value proposition.

The value of a portfolio investment may decline if such a portfolio company is not able to evolve its technology, products, business concepts or services. Although portfolio companies will have defined value propositions and competitive moats at the time of our investment, technology related products and services are subject to attrition of subscription risk in the absence of continued innovation and product investments versus other industries. Thus, the ultimate success of these companies often depends on their ability to continually develop their product offerings in increasingly competitive markets. If they are unable to do so, our investment returns could be adversely affected.

Portfolio companies may be unable to acquire or develop successful new applications due to, among others, liquidity constraints, competition, inadequate personnel, the intellectual property they currently hold not remaining viable and limited access to suppliers or manufacturers of necessary components or products. Even if such portfolio companies are able to develop commercially viable products, the market for new products and services is highly competitive

and rapidly changing. Neither we nor such portfolio companies will have any control over the pace of technology development.

The growth of certain technology sectors is impacted by new or changing regulatory matters, which may result in our portfolio investments in such sectors being subject to requirements that necessitate additional investments in products or render existing products as less commercially valuable. In addition, litigation regarding intellectual property rights is common in the sectors of the technology industry on which we intend to focus. Any of these factors could materially and adversely affect the operations of a portfolio company in this industry and, in turn, impair its ability to service its debt obligations to us.

Risks Associated with Delayed-Draw Facilities. We may make investments that require multiple fundings over time or are structured as “revolvers” or “delayed-draws.” These types of investments generally have funding obligations that extend over a period of time and that may extend beyond the investment period. In such circumstances, we may be required to reserve remaining Capital Commitments for future funding obligations and may be required to fund such obligations after the termination of the investment period. However, there can be no assurance that the reserved funds will ultimately be utilized for portfolio investments, which may result in us not fully deploying our committed capital. Moreover, borrowers with deteriorating creditworthiness may continue to satisfy their contractual conditions and therefore be eligible to draw unfunded amounts at times when we might prefer not to advance such amounts. In addition, the Advisor may have assumptions as to when a company with which we transact may draw on unfunded amounts when we enter into the commitment. If the borrower does not draw as expected, the commitment may not prove as attractive an investment as originally anticipated. Furthermore, any failure to advance requested funds to a borrower with which we transact could result in possible assertions of offsets against amounts previously funded.

Risks of Middle Market Loans. Borrowers under loans originated by us or in which we may invest may include privately owned small and mid-sized companies, which present a greater risk of loss than loans to larger companies. Compared to larger, publicly owned firms, these companies generally have more limited access to capital and higher funding costs, may be in a weaker financial position, and may need more capital to expand or compete. These financial challenges may make it difficult for our borrowers to make scheduled payments of interest or principal on our loans. Accordingly, advances made to these types of borrowers entail higher risks than advances made to companies that are able to access traditional credit sources.

Risks of PIK and OID Instruments. A portfolio investment may have a contractual return that is not paid entirely in cash, but rather features a PIK element paid partially or wholly in-kind or as an accreting liquidation preference, in which case we will be forgoing a cash margin for an accrued interest amount rolled throughout the life of the loan. This may have the effect of lengthening the time before cash is received and increasing our risk exposure. While the Advisor seeks to achieve our targeted returns for any given portfolio investment, other factors, such as overall economic conditions, the competitive environment and the availability of potential purchasers of the securities, may shorten or lengthen our holding period, and some portfolio investments may take several additional years from the initial investment date to achieve a realization. In some cases, we may be prohibited by contract from selling certain securities for a period of time. If we are required to liquidate all or a portion of our portfolio positions quickly, then we may realize significantly less than the value at which we previously recorded those portfolio investments. The interest payments deferred on a PIK loan are subject to the risk that the borrower may default when the deferred payments are due in cash at the maturity of the loan. The interest rates on PIK loans are higher to reflect the time-value of money on deferred interest payments and the higher credit risk of borrowers who may need to defer interest payments. Market prices of Original Issue Discount “OID” instruments are more volatile because they are affected to a greater extent by interest rate changes than instruments that pay interest periodically in cash. PIK instruments may have unreliable valuations because the accruals require judgments about ultimate collectability of the deferred payments and the value of the associated collateral. Use of PIK and OID securities may provide certain benefits to the Advisor, including increasing management fees and incentive compensation.

The historical investment philosophy, strategy and approach of the Private Credit Group has not involved the use of PIK interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, or similar arrangements. Although we do not currently expect the Private Credit Group to originate investments for us with PIK interest features, from time to time we may make investments that contain such features or that subsequently incorporate such features after origination. To the extent original issue discount and PIK interest income constitute a portion of our income, we will be exposed to risks associated with the deferred receipt

of the cash representing such income.

Risks Related to Warehousing Transactions. We may enter into one or more warehousing transactions. We may not be able to consummate or realize the anticipated benefits from any such warehousing transaction. Under certain warehousing transactions, we may agree to purchase assets from a warehouse provider at prices based on cost plus adjustments designed to give such warehousing provider the economic benefits of accrued but unpaid interest and structuring fees and original issue discount, while such warehouse provider holds the assets. As a result, we generally will not receive any benefit of holding the investments in a warehouse until we have acquired such assets from such warehouse provider, and certain benefits of the acquisition of the assets (such as discounted purchase prices resulting from structuring fees or original issue discount), may have deteriorated by the time we acquire the assets.

Purchases of assets from a warehouse provider will be at prices determined under the warehousing transaction which may differ from the assets’ market prices at the time of such purchase. As a result, we may pay more or less than the current market value of such assets when we acquire them. Certain warehousing agreements may also provide us with options to purchase certain assets at fair market value at the time of purchase, although a warehouse provider could retain the option to reject any purchase offers from us and retain such assets.

Risks may arise in connection with the rules under ERISA related to investment by ERISA Plans. We will use reasonable efforts to conduct our affairs so that our assets will not be deemed to be “plan assets” for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In this regard, we may be operated as an annual “venture capital operating company,” under the ERISA rules in order to avoid our assets being treated as “plan assets” for purposes of ERISA. Accordingly, there may be constraints on our ability to make or dispose of investments at optimal times (or to make certain investments at all).

Effect of Varying Terms of Classes of Shares. Although we have no current intention to do so, pursuant to the Declaration of Trust, we may issue Preferred Shares. If we issue Preferred Shares, there can be no assurance that such issuance would result in a higher yield or return to the holders of the Common Shares. The issuance of Preferred Shares would likely cause the NAV of the Common Shares to become more volatile. If the dividend rate on the Preferred Shares were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of the Common Shares would be reduced. If the dividend rate on the Preferred Shares were to exceed the net rate of return on our portfolio, the leverage would result in a lower rate of return to the holders of the Common Shares than if we had not issued Preferred Shares. Any decline in the NAV of our investments would be borne entirely by the holders of the Common Shares. Therefore, if the fair value of our portfolio were to decline, the leverage would result in a greater decrease in NAV to the holders of the Common Shares than if we were not leveraged through the issuance of Preferred Shares.

Rights of Preferred Shareholders. Holders of any Preferred Shares that we might issue would have the right, voting separately as a single class, to elect two members of the board at all times. In addition, if dividends for Preferred Shares become two full years in arrears, the holders of those Preferred Shares would have the right to elect a majority of the board until such arrearage is completely eliminated. Restrictions imposed on the declarations and payment of dividends or other distributions to the holders of the Common Shares and Preferred Shares, both by the 1940 Act and by the terms of our debt financings (if any), might impair our ability to qualify as a RIC for federal income tax purposes. While we would intend to redeem the Preferred Shares to the extent necessary to enable us to

distribute our income as required to qualify as a RIC, there can be no assurance that such actions could be effected in time to meet the tax requirements.

Retention of Proceeds. The Company may retain, in whole or in part, any proceeds attributable to portfolio investments and may use the amounts so retained to make investments, pay Company fees and expenses, repay Company borrowings, or fund reasonable reserves for future Company expenses or other obligations (including obligations to make indemnification advances and payments), provided, that, no part of such retained amounts will be used to make any investment for which the Advisor would not be permitted to draw down Capital Commitments. To the extent such retained amounts are reinvested in investments, a Shareholder will remain subject to investment and other risks associated with such investments.

Obligations of Shareholders Relating to Credit Facilities. We intend to enter into one or more credit facilities or other borrowings, either directly or through one or more subsidiaries. However, there can be no assurance that we will be able to close a credit facility or obtain other financing.

Further, if our borrowing base under a credit facility or other borrowings were to decrease, we may be required to secure additional assets in an amount sufficient to cure any borrowing base deficiency. In the event that all of our assets are secured at the time of such a borrowing base deficiency, we could be required to repay advances under a credit facility or other borrowings or make deposits to a collection account, either of which could have a material adverse impact on our ability to fund future investments and to make distributions.

We may also be subject to limitations as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral interests and investment ratings, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained. There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default. An event of default under a credit facility could result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on our business and financial condition and could lead to cross defaults under other credit facilities and other borrowings. This could reduce our liquidity and cash flow and impair our ability to manage and grow our business.

Also, any security interests and/or negative covenants required by a credit facility or other borrowings we enter into may limit our ability to create liens on assets to secure additional debt and may make it difficult for us to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing. Any obligations to our creditors under our credit facilities or other borrowings may be secured by a pledge of and a security interest in some or all of our assets, including our portfolio of investments and cash. If we default, we may be forced to sell a portion of our investments quickly and prematurely at what may be disadvantageous prices to us in order to meet our outstanding payment obligations and/or support working capital requirements, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

As part of certain credit facilities or other borrowings, the right to make capital calls of Shareholders may be pledged as collateral, which will allow our creditors to call for capital contributions upon the occurrence of an event of default. To the extent such an event of default does occur, Shareholders could therefore be required to fund any shortfall up to their remaining Capital Commitments, without regard to the underlying value of their investment.

Consequences of Failure to Pay Commitment in Full. If a Shareholder fails to pay any installment of its Capital Commitment, other Shareholders who have an outstanding Capital Commitment may be required to fund their respective Capital Commitments sooner than they otherwise would have absent such a default. In addition, if funding of Capital Commitments by other Shareholders and our borrowings are inadequate to cover defaulted Capital Commitments, we may be unable to pay our obligations when due or be subjected to penalties or may otherwise suffer adverse consequences that could materially adversely affect the returns to the Shareholders (including non-defaulting Shareholders). If a Shareholder defaults, there is no guarantee that we will recover the full amount of the defaulted Capital Commitment, and such defaulting Shareholder may lose all or a portion of its economic interest in us.

No Registration; Limited Transferability of Common Shares. The Common Shares are being offered without registration under the Securities Act or any other laws of applicable jurisdictions. All dispositions and transfers of the Common Shares shall be made pursuant to an effective registration statement or in accordance with an exemption from registration contained in the Securities Act. Shareholders will not be permitted to transfer their Common Shares unless (i) we and, if required by our lending arrangements, our lenders give consent and (ii) the Transfer is made in accordance with applicable securities laws.

Furthermore, the transferability of the Common Shares may be subject to certain restrictions contained in the Subscription Agreement and the Declaration of Trust and may be affected by restrictions on resale imposed under U.S. federal, U.S. state or another jurisdiction’s securities laws. Withdrawal from an investment in the Common Shares will not generally be permitted. In light of the restrictions imposed on any such transfer and in light of the limitations imposed on a Shareholder’s ability to withdraw all or part of its investment in Common Shares, an investment in the Common Shares should be viewed as illiquid and subject to high risk.

Our shares are not listed on an exchange or quoted through a quotation system and we do not currently intend to seek such listing or quotation. We may, but are not required to, offer to repurchase shares of Common Shares on a quarterly basis. As a result, Shareholders will have limited liquidity and may not be able to sell shares promptly, in desired quantities or at desired prices.

Our shares are illiquid investments for which there is not a secondary market nor is it expected that any such secondary market will develop in the future. We also do not intend to list our Common Shares on a national securities exchange. Our Common Shares are not registered under the 1933 Act, or any state securities law and will be restricted as to transfer by law and the terms of our Declaration of Trust and Subscription Agreement.

Shareholders generally may not sell, assign or transfer their shares without the prior written consent of the Advisor, which the Advisor may grant or withhold in its sole discretion. Except in limited circumstances for legal or regulatory purposes, Shareholders are not entitled to redeem their shares of our Common Shares. Shareholders must be prepared to bear the economic risk of an investment in us for an indefinite period of time.

We anticipate that liquidity for a Shareholder’s shares of Common Shares will be limited to participation in a share repurchase program. It is anticipated that the Advisor will recommend to the Board commencement of the share repurchase program to occur the first calendar quarter of 2027, but we cannot assure prospective investors when it will undertake or that it will undertake the share repurchase program. Our Board of Trustees may not approve share repurchases, and any approval is in the Board’s discretion. If we undertake the share repurchase program, we cannot assure prospective investors of the share price at which such share repurchase would be consummated. We do not know at this time what circumstances will exist in the future and therefore we do not know what factors the Board of Trustees will consider in determining whether to initiate the share repurchase program. We will notify Shareholders of such developments: (i) in our quarterly reports or (ii) by means of a separate mailing, accompanied by disclosure in a current or periodic report under the 1934 Act. In addition, under the share repurchase program, if implemented, we will have discretion to not repurchase shares, to suspend the program, and to cease repurchases.

The share repurchase program may not be for a sufficient number of shares of Common Shares to meet a Shareholder’s request for share repurchases and we have no obligation to maintain such program. In addition, in any repurchase offer, if the amount requested to be repurchased in any repurchase offer exceeds the repurchase offer amount (which we intend to limit to no more than 5% of Common Shares outstanding as of the close of the previous calendar quarter), repurchases of shares of Common Shares would generally be made on a pro rata basis (based on the number of such shares put to us for repurchases), not on a first-come, first-served basis. Further, we will have no obligation to repurchase our Common Shares if the repurchase would violate the restrictions on distributions under federal law or Delaware law or non-compliance with applicable covenants and restrictions under our financing arrangements and other regulatory restrictions. These limits may prevent us from accommodating all repurchase requests made in any quarter.

In addition, if we offer, and a Shareholder chooses to participate in, a share repurchase program, such Shareholder will be required to provide us with notice of intent to participate prior to knowing what the net asset value per share of our Common Shares will be on the repurchase date. Although we expect to offer a Shareholder the ability to withdraw a repurchase request prior to the repurchase date, to the extent a Shareholder seeks to sell shares to us as

part of a share repurchase program, the Shareholder will be required to do so without knowledge of what the repurchase price of our Common Shares will be on the repurchase date. Any such repurchases will be at a purchase price equal to the net asset value per share of Common Shares as of the last calendar day of the applicable quarter. As a result, the price at which we repurchase Common Shares may be greater or less than the price at which you purchased Common Shares. As a result, the share repurchase program should not be relied upon as a method to sell shares promptly or at a desired price.

The price at which we may repurchase shares pursuant to the share repurchase program will be determined in accordance with our valuation procedures and, as a result, there may be uncertainty as to the value of our Common Shares. Since shares of our Common Shares are not publicly traded, and we do not intend to list our Common Shares on a national securities exchange, the fair value of our Common Shares may not be readily determinable. Any repurchase of shares of Common Shares pursuant to our share repurchase program will be at a purchase price equal to the net asset value per share of Common Shares as of the last calendar day of the applicable quarter, as determined in accordance with our valuation procedures. Inputs into the determination of fair value of our Common Shares require significant management judgment or estimation.

Withholding Risk for Foreign Investors. U.S. withholding tax rules require 30% withholding on distributions to Non-U.S. Holders unless there is certainty that such distributions are not subject to such withholding. The Company may make distributions at times of the year when there is uncertainty as to whether the amounts distributed are subject to such withholding. Accordingly, such distributions to Non-U.S. Holders may be subject to overwithholding by the Company (or its withholding agent) and Non-U.S. Holders may be required to file a return with the Internal Revenue Service in order to receive a refund of such overwithheld amounts. Non-U.S. Holders should see the discussion under the heading “Item 1. Business—Certain U.S. Federal Income Tax Consequences—Taxation of Non-U.S. Holders.”

Drawdowns of Capital Commitment. Shareholders will be obligated to fund drawdowns to purchase shares of Common Shares based on their Capital Commitment. Pursuant to the Subscription Agreement, the Advisor may draw down on the Shareholders’ remaining Capital Commitments upon at least 10 business days’ prior notice (or shorter periods if the Advisor determines in good faith that it is necessary or appropriate to facilitate the consummation of a portfolio investment). To satisfy such obligations, Shareholders may need to maintain a substantial portion of their Capital Commitments in assets that can be readily converted to cash. Failure by a Shareholder to timely fund its Capital Commitment may result in some of its shares of Common Shares being forfeited or subject the Shareholder to other remedies available to us. Failure of a Shareholder to contribute its Capital Commitments could also cause us to be unable to realize our investment objectives. A default by a substantial number of Shareholders or by one or more Shareholders who have made substantial Capital Commitments would limit our opportunities for investment or diversification and would likely reduce our returns.

Restrictions on Transfer or Withdrawal. Shareholders will generally not be permitted to transfer their Common Shares unless (i) we and, if required by our lending arrangements under any permitted credit facility, our lenders give consent and (ii) the transfer is made in accordance with applicable securities laws. Furthermore, the transferability of the Common Shares may be subject to certain restrictions contained in the Subscription Agreement and Declaration of Trust and may be affected by restrictions on resale imposed under U.S. federal, U.S. state or another jurisdiction’s securities laws. A public market does not currently exist for the Common Shares and one is not expected to develop.

A Shareholder’s Ownership Percentage Interest in Us Will Be Diluted If We Issue Additional Shares. Shareholders do not have preemptive rights to any Common Shares we may issue in the future. We will, at a future date, and in accordance with the process described below, to issue additional Common Shares at or below the NAV per Common Share. To the extent we issue additional Common Shares, a Shareholder’s ownership percentage interest in us may be diluted. In addition, if such Common Shares are issued below NAV, existing Shareholders may also experience dilution in the book value and fair value of their Common Shares.

We are generally not able to issue and sell our Common Shares at a price below NAV. We may, however, sell our Common Shares, or warrants, options or rights to acquire our Common Shares, at a price below the then-current NAV of our common shares (i) with the consent of a majority of our Shareholders (and a majority of our Shareholders who are not affiliates of ours) and (ii) if, among other things, a majority of our Independent Trustees and a majority of our Trustees who have no financial interest in the transaction determine that a sale is in the best interests of us and our Shareholders.

We may, in our sole discretion, permit one or more investors to make Subsequent Commitments after the date the first Subscription Agreements are accepted by us. Additional Shareholders will be required to make Catch-up Purchases on a Catch-up Date to be determined by us. The Catch-up Purchase Amount will be equal to an amount necessary to ensure that, upon payment of the Catch-up Purchase Amount, such Additional Shareholder will have contributed the same percentage of its Capital Commitment to us as all Shareholders whose subscriptions were previously accepted. Catch-up Purchases will be made at a per share price equal to the net asset value per share of the Common Shares as of the close of the last calendar quarter preceding the date of the Catch-up Purchase, subject to per share price adjustments and further adjusted, as described in the Subscription Agreement, to appropriately reflect such Additional Shareholder’s pro rata portion of our initial organizational expenses. For the avoidance of doubt, we currently intend to call all capital prior to the commencement of the share repurchase program. Subsequent Commitments, beginning on the first business day of the calendar quarter immediately following the satisfaction of the Drawdown Condition, will be fully funded by investors. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, we may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment.

“Drawdown Condition” means a condition that shall be satisfied on and after the date on which the Advisor (i) draws down on a materially sufficient amount of capital to convert to a fully drawn-down model or (ii) in its sole discretion, the Advisor waives the Drawdown Condition.

Portfolio Company Dependence on Third-Party Service Providers. Portfolio companies may depend on third-party service providers for critical business functions, including but not limited to hosting services, cloud infrastructure, and other technical services. Any disruption or deterioration in these third-party services could materially and adversely affect such portfolio companies’ operations and financial performance. Furthermore, portfolio companies may collect, process, store, and transmit sensitive data that is subject to evolving domestic and international laws, regulations, and standards regarding data privacy, cybersecurity, and data protection. Any actual or perceived non-compliance with these requirements, including but not limited to data breaches or unauthorized access, could result in significant liability, reputational damage, and material adverse effects on such portfolio companies’ business operations and financial condition.

Placement Agents. One or more parties, including TCW Funds Distributors LLC, may act as placement agents (each, a “Placement Agent,” and together, the “Placement Agents”) for the Common Shares and, in that capacity, act for the Advisor and in such capacity would not act as investment advisors to potential investors in connection with the offering of the Common Shares. Potential investors must independently evaluate the offering and make their own investment decisions.

Memoranda of Understanding. The Company may enter into a memorandum of understanding or other similar agreement with certain Shareholders in connection with their admission to the Company without the approval of any other Shareholder.

Memoranda of Understanding will have no effect unless and to the extent (i) not in contravention of applicable law, including, without limitation, the Investment Company Act and (ii) terms of each Memorandum of Understanding will be generally immaterial to other investors in the Company and will not have a material negative effect on other investors in the Company.

Political, Social and Economic Uncertainty Risk. Social, political, economic and other conditions and events (such as natural disasters, epidemics and pandemics, terrorism, conflicts and social unrest) will occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the

financial markets, to which companies and their investments are exposed. As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact are now more likely to have regional or even global effects. Events that occur in one country, region or financial market will, more frequently, adversely impact issuers in other countries, regions or markets, including in established markets such as the U.S. These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat.

Uncertainty can result in or coincide with, among other things: increased volatility in the financial markets for securities, derivatives, loans, credit and currency; a decrease in the reliability of market prices and difficulty in valuing assets (including portfolio company assets); greater fluctuations in spreads on debt investments and currency exchange rates; increased risk of default (by both government and private obligors and issuers); further social, economic, and political instability; nationalization of private enterprise; greater governmental involvement in the economy or in social factors that impact the economy; changes to governmental regulation and supervision of the loan, securities, derivatives and currency markets and market participants and decreased or revised monitoring of such markets by governments or self-regulatory organizations and reduced enforcement of regulations; limitations on the activities of investors in such markets; controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; the significant loss of liquidity and the inability to purchase, sell and otherwise fund investments or settle transactions (including, but not limited to, a market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation, which can last many years and have substantial negative effects on credit and securities markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal judgments.

We will also be negatively affected if the operations and effectiveness of us or a portfolio company (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted.

Changes to U.S. Tariff and Import/Export Regulations. There have been significant changes to U.S. trade policies, treaties and tariffs, resulting in significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments have had a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.

Changes in Applicable Law. We must comply with various legal requirements, including requirements imposed by United States and non-U.S. anti-money laundering laws, securities laws, commodities laws, tax laws and pension laws. Should any of those laws change over the life of the Company, the legal requirements to which we and the Advisor may be subject could differ materially from current requirements. In addition, if a Shareholder fails to comply with applicable anti-money laundering laws and similar laws, the Company may mandatorily repurchase such Shareholder’s Common Shares.

Terrorist Action. There is a risk of terrorist attacks on the United States and elsewhere causing significant loss of life and property damage and disruptions in the global market. Economic and diplomatic sanctions may be in place or imposed on certain states and military action may be commenced. The impact of such events is unclear, but could have a material effect on general economic conditions and market liquidity.

Operational Risk. We depend on TCW and PNC to develop the appropriate systems and procedures to control operational risk. Operational risks arising from mistakes made in the closing, confirmation or settlement of transactions, from transactions not being properly booked, evaluated, accounted for or managed or other similar disruption in our operations may cause us to suffer financial losses, disruption of our business, liability to third parties, regulatory intervention or damage to our reputation. Our business is highly dependent on our ability to process a large number of transactions across numerous and diverse markets. Consequently, we rely heavily on our financial, accounting, asset management and other data processing systems. The ability of our systems to accommodate an increasing volume of transactions could also constrain our ability to properly manage our portfolio.

Generally, none of the Advisor, the Sub-Advisor, TCW or PNC will be liable to us for losses incurred due to the occurrence of any such errors.

Dependence on Information Systems and Systems Failures. Our business is highly dependent on the communications and information systems of the Advisor, the Sub-Advisor, the Advisor and Sub-Advisor’s respective affiliates and third parties. Further, in the ordinary course of our business we, the Advisor or the Sub-Advisor may engage certain third-party service providers to provide us with services necessary for our business. Any failure or interruption of those systems or services, including as a result of the termination or suspension of an agreement with any third-party service providers, could cause delays or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:

Cybersecurity Risk and Cyber Incidents. Our business depends on the communications and information systems of our Advisor, our Sub-Advisor and their affiliates, our portfolio companies and third-party service providers. These systems are subject to potential cybersecurity attacks and incidents, including through adverse events that threaten the confidentiality, integrity or availability of our information resources. Cyber hacking could also cause significant disruption and harm to the companies in which we invest. Additionally, digital and network technologies (collectively, “cyber networks”) might be at risk of cyberattacks that could potentially seek unauthorized access to digital systems for purposes such as misappropriating sensitive information, corrupting data or causing operational disruption. Cyberattacks might potentially be carried out by persons using techniques that could range from efforts to electronically circumvent network security or overwhelm websites to intelligence gathering and social engineering functions aimed at obtaining information necessary to gain access. These attacks could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption and result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, any of which could, in turn, have a material adverse effect on our operating results and negatively affect the value of our securities and our ability to pay distributions to our Shareholders.

As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by the Advisor, Sub-Advisor and third-party service providers. In addition, we, the Advisor and the Sub-Advisor currently or in the future are expected to routinely transmit and receive confidential and proprietary information by email and other electronic means. We, the Advisor and the Sub-Advisor may not be able to ensure secure capabilities with all of our clients, vendors, service providers, counterparties and other third parties to protect the confidentiality of the information.

In addition, we, the Advisor, the Sub-Advisor and many of our third-party service providers currently have work from home policies. Such a policy of remote working could strain our technology resources and introduce operational risks, including heightened cybersecurity risks and other risks described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts. There is no assurance that any efforts to mitigate cybersecurity risks undertaken by us, our Advisor or our Sub-Advisor will be effective. Network, system, application and data breaches as a result of cybersecurity risks or cyber incidents could result in operational disruptions or information misappropriation that could have a material adverse effect on our business, results of operations and financial condition of us and of our portfolio companies.

Cyber Security Breaches and Identity Theft. Cyber security incidents and cyber-attacks have been occurring globally at more frequent and severe levels and are expected to continue to increase in frequency in the future. The information and technology systems of the Company, its portfolio investments and their service providers may be vulnerable to damage or interruption, including, without limitation, from computer viruses and other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors or malfeasance by their respective professionals or service providers, power, communications or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes, earthquakes or terrorist incidents. If unauthorized parties gain access to such information and technology systems, or if personnel abuse or misuse their access privileges, they may be able to steal, publish, delete or modify private and sensitive information. Although the Advisor has implemented, and portfolio investments and service providers may implement, various measures to manage risks relating to these types of events, such measures may be inadequate and, if compromised, information and technology systems could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. Even with sophisticated prevention and detection systems, breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified in a timely manner or at all, potentially resulting in further harm and precluding appropriate remediation. TCW, PNC, the Company, Other Clients and/or any portfolio investment may have to make significant investments to fix or replace information and technology systems. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the operations of TCW, PNC, the Company, any portfolio investment, and/or their service providers and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to Shareholders (and their beneficial owners) and the intellectual property and trade secrets of TCW, PNC, the Company, and/or portfolio investments. Such a failure could harm the reputation of TCW, PNC, the Company and/or a portfolio investment, subject any such entity and their respective affiliates to legal claims and adverse publicity, and otherwise affect their business and financial performance. When such issues are present with regard to the issuer of securities in which the Company invests, the Company’s portfolio investment in those securities may lose value.

Risks Associated with Artificial Intelligence. Recent technological advances in artificial intelligence, including machine learning technology (“Machine Learning Technology”), pose risks to us and our portfolio companies. We and our portfolio companies could be exposed to the risks of Machine Learning Technology if third-party service providers or any counterparties use Machine Learning Technology in their business activities. We, the Advisor and the Sub-Advisor are not in a position to control the use of Machine Learning Technology in third-party products or services. Use of Machine Learning Technology could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming partly accessible by other third-party Machine Learning Technology applications and users. Machine Learning Technology and its applications continue to develop rapidly, and we cannot predict the risks that may arise from such developments.

Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. To the extent we or our portfolio companies are exposed to the risks of Machine Learning Technology use, any such inaccuracies or errors could adversely impact us or our portfolio companies.