TriLinc Global Impact Fund LLC [TRLI] Filings

10-K 1 trlc20240328_10k.htm FORM 10-K trlc20240328_10k.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the year ended December 31, 2023

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

For the transition period from to

Commission File Number 000-55432

TriLinc Global Impact Fund, LLC

(Exact name of registrant as specified in its charter)

Delaware

36-4732802

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1230 Rosecrans Avenue, Suite 605,

Manhattan Beach, CA 90266

(Address of principal executive offices)

(310) 997-0580

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Units of Limited Liability Company Interest

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

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

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

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

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

There is no established trading market for the registrant’s units, and therefore the aggregate market value of the registrant’s units held by non-affiliates cannot be determined.

As of March 29, 2024, the Company had outstanding 18,298,406 Class A units, 7,766,733 Class C units, 10,575,910 Class I units, 24,555 Class W units, 2,683,015 Class Y units, and 8,423,851 Class Z units.

Table of Contents

FORM 10-K

FOR THE YEAR ENDED December 31, 2023

INDEX

		Page

PART I
Item 1	Business	5
Item 1A	Risk Factors	17
Item 1B	Unresolved Staff Comments	33
Item 1C	Cybersecurity	33
Item 2	Properties	33
Item 3	Legal Proceedings	33
Item 4	Mine Safety Disclosures	33
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	34
Item 6	Reserved	36
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	53
Item 8	Financial Statements	53
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53
Item 9A	Controls and Procedures	53
Item 9B	Other Information	54
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	54
PART III
Item 10	Directors, Executive Officers, and Corporate Governance	55
Item 11	Executive Compensation	61
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	63
Item 13	Certain Relationships and Related Transactions, and Director Independence	63
Item 14	Principal Accounting Fees and Services	66
PART IV
Item 15	Exhibits and Financial Statement Schedules	67
	Signatures
Item 16	Form 10-K Summary	68

Table of Contents

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “believe,” “could,” “project,” “predict,” “continue,” “future” or other similar words or expressions. Forward-looking statements are not guarantees of performance and are based on certain assumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or of financial condition or state other forward-looking information. Such statements include, but are not limited to, those relating to our ability to deploy capital quickly and successfully, our ability to pay distributions to our unitholders, our reliance on TriLinc Advisors, LLC, or the Advisor, and TriLinc Global, LLC, or the Sponsor, strategies and investment activities and our ability to effectively deploy capital. Our ability to predict results or the actual effect of plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements and you should not unduly rely on these statements. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results in future periods to differ materially from those forward-looking statements. These factors include, but are not limited to:

•

our future operating results;

•

our ability to purchase or make investments in a timely manner;

•

our business prospects and the prospects of our borrowers;

•

the economic, social and/or environmental impact of the investments that we expect to make;

•

our contractual arrangements and relationships with third parties;

•

our ability to make distributions to our unitholders;

•

the dependence of our future success on the general economy and its impact on the companies in which we invest;

•

the availability of cash flow from operating activities for distributions and payment of operating expenses;

•

the performance of our Advisor, our sub-advisors and our Sponsor;

•

our dependence on our Advisor and our dependence on and the availability of the financial resources of our Sponsor;

•

the ability of our borrowers to make required payments;

•

our Advisor’s ability to attract and retain sufficient personnel to support our growth and operations;

•

the lack of a public trading market for our units;

•

the outcome and costs associated with our ongoing legal proceedings related to the recovery of amounts with respect to certain of our Watch List investments;

•

our ability to borrow funds;

•

our expected financings and investments;

•

the adequacy of our cash resources and working capital;

•

performance of our investments relative to our expectations and the impact on our actual return on invested equity, as well as the cash provided by these investments;

•

any failure in our Advisor’s or sub-advisors’ due diligence to identify all relevant facts in our underwriting process or otherwise;

•

the ability of our sub-advisors and borrowers to achieve their objectives;

•

the effectiveness of our portfolio management techniques and strategies;

•

failure to maintain effective internal controls; and

•

the loss of our exemption from the definition of an “investment company” under the Investment Company Act of 1940, as amended.

Table of Contents

The foregoing list of factors is not exhaustive. All forward-looking statements included in this Annual Report on Form 10-K are based on information available to us on the date hereof and we are under no duty to update any of the forward-looking statements after the date of this report to conform these statements to actual results.

Factors that could have a material adverse effect on our operations and future prospects are set forth in our filings with the United States Securities and Exchange Commission (the "SEC") including the “Risk Factors” in this Annual Report on Form 10-K beginning on page 17. The risk factors set forth in our filings with the SEC could cause our actual results to differ significantly from those contained in any forward-looking statement contained in this report.

Summary Risk Factors

An investment in units of our common stock involves significant risks. See “Risk Factors” beginning on page 17. These risks include, among others:

•

We may not achieve investment results that will allow us to make distributions at a specified level of cash distributions or at all and we may reduce the amount of per unit distributions from time to time.

•

We operate in a highly competitive market for investment opportunities.

•

We may pay distributions from any source, including offering proceeds and, subject to certain limitations, borrowings, and we may choose to pay distributions from such other sources when we do not have sufficient cash flow from operations to fund such distributions. We have not established a limit on the amount of proceeds we may use to fund distributions. From time to time during our operational stage, we may not generate sufficient cash flow from operations to fund distributions. If we fund distributions from borrowings or other sources in excess of cash flow from operations, we will have less funds available for the investments, and our unitholders’ overall return may be reduced.

•

Our success will be dependent on the performance of our Advisor, including, without limitation, our Advisor's ability to successfully select and oversee sub-advisors.

•

We are dependent upon our key management personnel and the key management personnel of our Advisor and affiliates, who will face conflicts of interest relating to time management, and on the continued operations of our Advisor, for our future success.

•

We have made and intend to continue to make non-U.S. investments which involve certain legal, geopolitical, investment, repatriation, and transparency risks not typically associated with U.S. investments.

•

We have paid substantial compensation to our Advisor and its affiliates. The compensation we pay to the Advisor and its affiliates may be increased by our independent managers. This compensation was not determined on an arm’s-length basis and therefore may not be on the same terms we could achieve from a third party.

•

Our units will not be listed on an exchange for the foreseeable future, if ever. Therefore, it will be difficult for our unitholders to sell their units and, if they are able to sell their units, it likely will be at a substantial discount.

•

Our unitholders will not have the opportunity to evaluate our investments before we make them, which makes investment in our units more speculative.

•

Our success will be dependent on the performance of our sub-advisors and our sub-advisors’ failure to identify and make investments that meet our investment criteria or perform their responsibilities under the sub-advisory agreements may adversely affect our ability to realize our investment objectives.

•

Small and medium-sized businesses may have limited financial resources and may not be able to repay the loans we make to them.

•

Lack of minimum requirements when lending to small and medium-sized businesses could increase the risk of default.

•

Our unitholders will experience substantial dilution in the net tangible book value of their units equal to the offering costs associated with their units.

Table of Contents

PART I

ITEM 1. BUSINESS

TriLinc Global Impact Fund, LLC is a Delaware limited liability company formed on April 30, 2012. Unless otherwise noted, the terms “we,” “us,” “our,” “the Company,” “Trilinc,” and “our Company” refer to TriLinc Global Impact Fund, LLC; the terms our “Advisor” and “TriLinc Advisors” refer to TriLinc Advisors, LLC, our external advisor; the term “SC Distributors,” formally known as StratCap Securities, and our “dealer manager” refers to SC Distributors, LLC, our dealer manager; and the term our “Sponsor” refers to TriLinc Global, LLC, our sponsor.

Overview

The Company makes impact investments in Small and Medium Enterprises, or SMEs, which we define as those businesses having less than 500 employees, primarily in developing economies that provide the opportunity to achieve both competitive financial returns and positive measurable impact. To a lesser extent, we may also make impact investments in companies that may not meet our technical definition of SMEs due to a larger number of employees but that also provide the opportunity to achieve both competitive financial returns and positive measurable impact. We generally expect that such investments will have similar investment characteristics as SMEs as defined by us. We were organized as a Delaware limited liability company on April 30, 2012. We believe that we operate and intend to operate our business in a manner that permits us to maintain our exemption from registration under the Investment Company Act of 1940. We invest in SMEs through local market sub-advisors and our objective is to build a diversified portfolio of financial assets, including direct loans, loan participations, convertible debt instruments, trade finance, structured credit and preferred and common equity investments. We anticipate that a substantial portion of our assets will continue to consist of collateralized private debt instruments, which we believe offer opportunities for competitive risk-adjusted returns through income generation. We are externally managed and advised by TriLinc Advisors.

To assist the Company in achieving its investment objective, the Company makes investments via wholly owned subsidiaries. As of December 31, 2023, the Company has 17 subsidiaries, all of which are Cayman Islands exempted companies. To assist the Advisor in managing the Company and its subsidiaries, the Advisor may provide services via TriLinc Advisors International, Ltd. (“TAI”), a Cayman Islands exempted company that is wholly owned by TriLinc Advisors.

Our business strategy is to generate competitive financial returns and positive economic, social and/or environmental impact by providing financing to SMEs, primarily in developing economies, defined as countries with national income classified by the World Bank as upper-middle income and below. Our style of investment is referred to as impact investing, which J.P. Morgan Global Research and Rockefeller Foundation in a 2010 report called “an emerging alternative asset class” and defined as investing with the intent to create positive impact beyond financial return. We believe it is possible to generate competitive financial returns while creating positive, measurable impact. Through our investments in SMEs, we intend to enable job creation and stimulate economic growth.

Our investment objectives are to provide our unitholders current income, capital preservation and modest capital appreciation. These objectives are achieved primarily through SME trade finance and term loan financing, while employing rigorous risk mitigation and due diligence practices, and transparently measuring and reporting the economic, social and environmental impacts of our investments. The majority of our investments are senior secured trade finance, senior secured loans, and other collateralized loans or loan participations to SMEs with established, profitable businesses in developing economies. With our sub-advisors, we expect to provide growth capital financing generally ranging in size from $5-20 million per transaction for direct SME loans and $500,000 to $15 million for trade finance transactions. We seek to protect and grow investor capital by: (1) targeting countries with favorable economic growth and investor protections; (2) partnering with sub-advisors with significant experience in local markets; (3) focusing on creditworthy lending targets which have at least 3-year operating histories and demonstrated cash flows enabling loan repayment; (4) making primarily debt investments, backed by collateral and borrower guarantees; (5) employing best practices in our due diligence and risk mitigation processes; and (6) monitoring our portfolio on an ongoing basis.

Our goal is to create a diversified portfolio of primarily private debt instruments, including trade finance and term loans, whose counterparties are small and medium-size businesses in developing economies. Private debt facilities generate current income and in some cases offer the potential for modest capital appreciation, while maintaining a higher place in a company’s capital structure than the equity held by the owners and other investors. As small and growing businesses, our borrowers have used and we expect them to continue to use capital to expand operations, improve the financial standing of their operations, or finance the trade of their goods. According to the most recent IFC SME Banking Guide, SMEs have been shown to improve job creation and GDP growth throughout the world, and we expect the portfolio of our investments to have a positive, measurable impact in their communities, in addition to offering a competitive financial return to the investor.

On February 25, 2013, our registration statement on Form S-1 was declared effective by the SEC. Pursuant to the registration statement, we commenced our initial public offering of up to $1.5 billion in units of our limited liability company interest, consisting of up to $1.25 billion of units in our primary offering, consisting of Class A units and Class C units at the initial offering prices of $10.00 per unit and $9.576 per unit, respectively, and Class I units at $9.025 per unit, which we refer to as the primary offering, and up to $250 million of units pursuant to our distribution reinvestment plan, which we refer to as the Distribution Reinvestment Plan, and which we collectively refer to as the Offering. In May 2012, the Advisor purchased 22,161 Class A units for aggregate gross proceeds of $200,000. In June 2013, we satisfied our minimum offering requirement of $2,000,000 when the Sponsor purchased 321,330 Class A units for aggregate gross proceeds of $2,900,000 and we commenced operations. The Offering terminated on March 31, 2017. Through the termination of the Offering, we raised approximately $361,776,000 in gross proceeds, including approximately $13,338,000 raised through the Distribution Reinvestment Plan.

Table of Contents

Upon termination of the Offering, we registered $75 million in Class A, Class C and Class I units to continue to be offered pursuant to our Distribution Reinvestment Plan to the investors who have purchased units in the Offering. On March 7, 2018, our board of managers approved an amendment to our distribution reinvestment plan, pursuant to which, commencing with distributions declared for the month of March 2018, units issued pursuant to the Distribution Reinvestment Plan are being offered at the price equal to the net asset value, or NAV, per unit of each class of units, as most recently disclosed by the Company in a public filing with the SEC at the time of reinvestment. Prior to March 30, 2018, units were issued pursuant to the Distribution Reinvestment Plan at a price equal to the greater of $9.025 per unit or the net asset value per unit of each class, as most recently disclosed by the Company in a public filing with the SEC.

For the period from April 1, 2017 to December 31, 2017, we issued 971,564 of our units pursuant to the Distribution Reinvestment Plan for gross proceeds of approximately $8,762,000. In addition, for the period from April 1, 2017 to December 31, 2017, we issued 1,654,871 of our units for gross proceeds of approximately $14,204,000 pursuant to a private placement to accredited investors.

For the years ended December 31, 2019 and 2018, we issued 1,161,349 and 1,175,826, respectively, of our units pursuant to our Distribution Reinvestment Plan for gross proceeds of approximately $9,508,000 and $10,028,000, respectively. In addition, for the years ended December 31, 2019 and 2018, we issued 2,591,049 and 6,240,356, respectively, of our units for gross proceeds of approximately $21,084,000 and $53,117,000, respectively, pursuant to a private placement.

For the years ended December 31, 2021 and 2020, we issued 1,069,529 and 1,181,117, respectively, of our units pursuant to our Distribution Reinvestment Plan for gross proceeds of approximately $8,000,000 and $9,274,000, respectively. In addition, for the years ended December 31, 2021 and 2020, we issued 814,444 and 667,151, respectively, of our units for gross proceeds of approximately $6,106,000 and $5,276,000, respectively, pursuant to a private placement. As of December 31, 2021, $29,429,000 in units remained available for sale pursuant to the Distribution Reinvestment Plan.

For the years ended December 31, 2023 and 2022, we issued 155,821 and 986,369, respectively, of our units pursuant to our Distribution Reinvestment Plan for gross proceeds of approximately $1,062,000 and $6,927,000, respectively. In addition, for the years ended December 31, 2023 and 2022, we issued 0 and 41,163, respectively, of our units for gross proceeds of approximately $0 and $295,000, respectively, pursuant to our ongoing private placement described above. As of December 31, 2023, $21,440,000 in units remained available for sale pursuant to the Distribution Reinvestment Plan.

As of December 31, 2023, we have issued an aggregate of 56,404,318 of our units, including 8,179,306 units issued under our Distribution Reinvestment Plan, for gross proceeds of approximately $515,125,000 including approximately $66,897,000 reinvested under our Distribution Reinvestment Plan (before dealer manager fees of approximately $4,800,000 and selling commissions of $16,862,000), for net proceeds of $493,463,000.

Our Advisor

TriLinc Advisors manages our investments. TriLinc Advisors is a private investment advisory firm focusing on impact investments in SMEs around the world. TriLinc Advisors is registered as an investment adviser with the SEC. Led by its Chairman and Chief Executive Officer, Gloria Nelund, its President, Brent VanNorman, its Chief Financial Officer, Mark Tipton, its Chief Operating Officer and Chief Compliance Officer, Scott Hall, and its Chief Investment Officer, Paul Sanford, TriLinc Advisors’ management team has a long track record and broad experience in the management of regulated, multi-billion dollar fund complexes and global macro portfolio management. TriLinc Advisors and our sub-advisors have an extensive network of relationships with emerging market private equity and debt managers, bilateral and multilateral Development Financial Institutions, or DFIs, and international consultancies and service providers that we believe benefit our portfolio of investments. We benefit from both the top-down, global macro investing approach of TriLinc Advisors and the bottom-up deal sourcing and structuring of our sub-advisors.

We seek to capitalize on the significant investment experience of our Advisor’s management team, which has over 130 years of collective experience in financial services and investment. Our CEO, Gloria Nelund, founded our Sponsor in 2008 after a thirty year career in the international asset management industry.

As of the date of filing of this report, we had engagements, through our Advisor, with seven third-party investment managers in a sub-advisory capacity to source, evaluate, and monitor investments. We have determined not to make any further investments with three of these sub-advisors, as described below. Our local market sub-advisors have significant experience and established networks in our targeted asset classes, regions and countries, and adhere to the investment parameters as directed by the Advisor’s investment team and our board of managers. Primary sub-advisors, who will source the majority of our investments, must have a minimum five year investment track record and have invested at least $250 million in their target region. Secondary sub-advisors, who focus on a specific region or asset class, must have a minimum three year investment track record and have invested at least $100 million in their target region. All sub-advisors must have continuity in their investment team, including senior management, and an investment strategy that can responsibly deploy appropriate levels of capital. Sub-advisors must have strong, independent risk controls and must screen for and track impact and the Environmental, Social and Governance (ESG) practices of the borrowers.

Table of Contents

As of December 31, 2023, the following third-party investment managers were engaged by the Advisor to act as sub-advisors:

•

TRG Management LP (“TRG,” d/b/a The Rohatyn Group): founded in 2002, TRG is a leading emerging markets asset management firm. The firm and its affiliates manage product offerings across private equity, private credit, hedge funds, fixed income, infrastructure and real estate. TRG is headquartered in New York, with offices around the globe including Brazil, Peru, Uruguay, Argentina, India, Singapore, U.K., Costa Rica, New Zealand, Vietnam, Turkiye, Mexico, Malaysia, Thailand, Hong Kong and Egypt. TRG’s Global Private Credit Strategy encompasses three main regions: Latin America, Asia and Emerging Europe. TRG’s eight principals have collectively more than 250 years of investment experience in institutional lending, debt structuring, sales and trading, and high-yield distressed debt and have deployed more than $1.3 billion into relevant transactions. TRG’s disciplined investment process, robust investment administration and operations infrastructure, and strong emerging market investment track record create substantial value for its investors and SMEs that are currently underserved by traditional banks and financial intermediaries operating in the region. TRG serves as a secondary sub-advisor.

•

CEECAT Capital Limited & CCL Investments SARL (“CCL”): established in 2014, CCL is a European-focused spin-off of Asia Debt Management ("ADM") Capital, which has specialized in recovery, special situations and stressed opportunities across Asia since 1998 and in the Central and Eastern Europe, Central Asia and Turkiye (“CEECAT”) region since 2005. CCL manages all of ADM Capital’s legacy assets in the CEECAT region and focuses on extending private credit to SMEs who cannot access regular bank financing due to factors such as local regulatory restrictions on bank lending, illiquidity or stress in the banking sector, delays in the bank approval process, collateral coverage mismatch for local banks, among others. CCL’s three principals have more than 90 years of combined experience in corporate and structured finance, cash equity sales and equity derivative sales, and have completed over $350 million in debt investment deals across the CEECAT region. CCL has a demonstrated track record in establishing, operating, managing and advising funds that invest in companies across the region through utilizing their strong cultural knowledge of the local legal jurisdictions and regulatory compliance requirements. CCL serves as a secondary subadvisor.

•

Origin Capital Limited (“Origin”): headquartered in Johannesburg, South Africa with associates in three countries. Origin originates, structures, and manages transactions in Latin America and Africa, and partners with larger funds, development banks and institutional investors. Origin is differentiated by a combination of investment skills, local and international networks, and a thorough understanding of the Latin American and African environments. Origin's four principals have more than 90 years of combined experience in private debt, banking, and asset management in emerging markets and more than $3.2 billion in relevant transaction experience. Origin serves as a secondary sub-advisor.

•

Enhanced Capital Impact Lending, LLC (“Enhanced Capital”): a subsidiary of Enhanced Capital Group, LLC (“ECG”) and TriLinc’s investment partner. Founded in 1999, ECG is a U.S. based impact investment firm that invests capital into local businesses, renewable energy projects, historic real estate rehabilitation, and affordable housing projects through federal and state incentive programs and other public policy investment strategies. ECG has invested in 36 states across the U.S., supporting small businesses through their impact lending strategy and other small business lending strategies. Enhanced Capital’s principals have a combined experience of more than 45 years in credit analysis and asset management and have deployed more than $1.2 billion into relevant debt transactions. Enhanced Capital serves as a primary sub-advisor.

Table of Contents

In addition, as of December 31, 2023, the following third-party investment managers were also engaged to act as sub-advisors, but the Company does not expect to make any further investments with the assistance of these investment managers:

•

Asia Impact Capital Ltd. (“AIC”): an investment firm advised by the founding principals of TAEL Partners Ltd. (“TAEL”) and established to provide investment services to TriLinc. TAEL is a leading Southeast Asian investment firm founded in 2007 by seasoned industry veterans with long-term track records and diverse investment capabilities across Southeast Asia. TAEL’s investment professionals have deep roots in Southeast Asia and extensive experience working for leading financial institutions on both international and local levels. AIC's four principals have more than 130 years of collective Asian market investment experience and more than $22 billion in credit transaction experience. The company has a hands-on approach and can adapt and tailor its investment structures to the nuances of the Southeast Asian markets while partnering with established, growing businesses. Leveraging its wide and established network of business relationships in the region, TAEL is often able to undertake investments at attractive pricing levels. AIC serves as a primary sub-advisor.

•

Scipion Capital, Ltd. (“Scipion”): a Sub-Saharan Africa-focused investment management firm that has deployed over $512 million in trade finance transactions since its inception in 2007. Headquartered in London, with an office in Geneva and investment team member presence in Botswana, Morocco and the Cayman Islands, the firm focuses its investment strategy on managing a diversified portfolio of trade finance assets across multiple industries, geographies, and financing structures. More specifically, Scipion’s emphasis on short duration and self-liquidating transactions is a cornerstone of its investment strategy and has translated into an attractive track record of risk-adjusted returns and a reputation as one of the leading trade finance managers in the region. Scipion’s six principals execute the firm’s strategy through over 200 years of combined experience in banking, emerging markets, and trade finance in Africa. Scipion serves as a secondary sub-advisor.

•

Africa Global Trade Finance Ltd. (“AGTF”, formerly AMC Trade Finance Ltd., or “AMCTF”): AGTF was established in 2016 by Africa Merchant Capital Group, a U.K.-based boutique merchant banking services business founded in 2012 in order to implement its middle market trade finance strategy in Sub-Saharan Africa. The global regulatory environment has reduced commercial banks’ appetite to deploy funds into the African trade finance market, and non-banking sectors have insufficient capital resources, leaving the SME sector underfunded. AGTF aims to increase the availability of trade finance for domestic and regional trade in Sub-Saharan Africa through offering a range of flexible short-term trade finance product solutions. The AGTF product range includes off-balance sheet stand-alone transactional facilities, back-to-back Letter of Credit facilities, trade-receivable discounting, supplier cash payments and documentary collections. AGTF’s eight principals have more than 200 years of combined experience in banking, corporate finance, trade finance, and emerging markets and have completed more than $1.1 billion in trade finance transactions. TriLinc’s partnership with AGTF provides short-term trade finance to borrowers trading into or out of select countries in Sub-Saharan Africa, responding to the demand of target borrower companies in the region, and helping them achieve sustainable growth through more flexible financing options. AGTF serves as a secondary sub-advisor. AMCTF’s name was changed to AGTF in December 2021, when Zebu Investment Partners, through its African Food Security LP, completed an equity buyout of the founders. As a result of the buyout, Africa Merchant Capital Group no longer has any interest in or relationship to AGTF.

Table of Contents

Investment Strategy

The Company seeks to generate competitive financial returns and positive economic, social and environmental impact by providing financing to SMEs. Our investment objectives are to provide our unitholders current income, capital preservation, and modest capital appreciation. We intend to meet our investment objectives through:

•

Investing primarily in SME trade finance and term loans

•

A rigorous multi-level risk mitigation strategy at the portfolio level through “extreme” diversification, the sub-advisor level through rigorous due diligence and oversight, and the investment level through local market knowledge and credit expertise of our sub-advisors

•

Equity warrants and discounted trade receivables

The majority of our investments have been and will continue to be senior secured trade finance, senior secured loans and other collateralized loans or loan participations to SMEs with established, profitable businesses in developing economies. With our sub-advisors, we provide growth capital financing generally ranging in size from $5-20 million per transaction for direct SME loans and $500,000 to $15 million for trade finance transactions. We seek to protect and grow investor capital by: (1) targeting countries with favorable economic growth and investor protections; (2) partnering with sub-advisors with significant experience in local markets; (3) focusing on creditworthy lending targets who have at least 3-year operating histories and demonstrated cash flows enabling loan repayment; (4) making primarily debt investments, backed by collateral and borrower guarantees; (5) employing sound due diligence and risk mitigation processes; and (6) monitoring our portfolio on an ongoing basis.

Investments have been and will continue to be primarily credit facilities to developing economy SMEs, including trade finance and SME term loans, through TriLinc Advisors’ team of professional sub-advisors with a local presence in the markets where they invest. We typically provide financing that is collateralized, has a short to medium-term maturity and is self-liquidating through the repayment of principal. By providing additional liquidity to growing small businesses, we believe we will support both economic growth and the expansion of the global middle class.

Investment Portfolio

The Company invests in various industries. The Company separately evaluates the performance of each of its investment relationships. However, because each of these investment relationships has similar business and economic characteristics, they have been aggregated into a single investment segment.

During the year ended December 31, 2023, we invested, either through trade finance participations or loan participations, approximately $11.3 million across six portfolio companies. Our investments consisted of senior secured trade finance participations, senior secured term loan participations, senior secured term loans and other investments. Additionally, we received proceeds from repayments and dispositions of investment principal of approximately $35.8 million.

At December 31, 2023, our portfolio included 32 companies and was comprised of $108,317,851 or 41.4% in senior secured term loans, $87,306,046 or 33.4% in senior secured term loan participations, $28,607,328 or 10.9% in senior secured trade finance participations, and $37,449,482 or 14.3% in other investments. At December 31, 2022, our portfolio included 36 companies and was comprised of $105,084,728 or 38.5% in senior secured term loans, $119,690,547 or 43.7% in senior secured term loan participations, $31,170,623 or 11.6% in senior secured trade finance participations, and $17,130,884 or 6.2% in other investments.

Table of Contents

As of December 31, 2023, we had the following investments, listed by description of the underlying borrower (if applicable):

Description

Sector

Industry Classification

Country

Interest

Maturity (1)

Principal Amount

Fair Value

Sugar Producer

Sugarcane and Sugar Beets

Sustainable Agriculture & Agroprocessing

Brazil

N/A

12/15/2026

(2)

$ 600,060

$ 453,112

Claim in Bankruptcy

Electric Services

Technological Innovation

Chile

N/A

(2)

1,456,162

970,393

Sustainable Packaging Manufacturer

Corrugated and Solid Fiber Boxes

Recycling

Ecuador

12.88% Cash / 2.2% PIK

6/18/2025

3,598,133

Resource Trader

Coal and Other Minerals and Ores

Responsible Natural Resources Distribution

Hong Kong

11.50%

6/30/2023

(2)

22,219,566

15,302,209

Cocoa Processor

Chocolate and Cocoa Products

Sustainable Agriculture & Agroprocessing

Indonesia

13.00%

3/4/2024

(4)

10,000,000

Wholesale Distributor

Chemicals and Allied Products

Responsible Industrial Goods Distribution

Malaysia

12.00%

6/30/2023

(2)

18,484,704

7,032,859

Waste to Fuels Processor

Refuse Systems

Recycling

Mexico

20% PIK

4/30/2024

(3)

47,602,300

48,911,704

Non-Ferrous Metal Trader

Coal and Other Minerals and Ores

Responsible Natural Resources Distribution

Singapore

6.0% Cash/7.50% PIK

8/18/2025

(2)

21,799,281

19,329,238

SME Financier

Short-Term Business Credit

Inclusive Finance

Botswana

14.97%

8/18/2023

(2)

5,601,000

2,792,341

IT Service Provider

Computer Related Services, NEC

Access to Technology

Brazil

5.35%

8/11/2026

(2)

343,562

558,357

IT Service Provider

Computer Related Services, NEC

Access to Technology

Brazil

12.00%

8/11/2026

(2)

23,530,310

21,210,341

Ship Maintenance & Repair Service Provider

Boatbuilding and Repairing

Infrastructure Development

Brazil

8% Cash / 12% PIK

12/7/2023

(4)

8,056,522

Hospitality Service Provider

Hotels and Motels

Infrastructure Development

Cabo Verde

10.0% Cash/3.5% PIK

12/31/2024

15,499,826

15,186,805

Consumer Lender II

Personal Credit Institutions

Inclusive Finance

Colombia

11.90%

12/24/2026

4,245,889

Freight and Cargo Transporter

Freight Transportation Arrangement

Responsible Logistics Management

Kenya

13.15% Cash / 4.00% PIK

3/31/2023

(2)

15,063,954

4,601,330

Consumer Lender III

Personal Credit Institutions

Inclusive Finance

Mexico

11.95%

1/21/2027

2,011,075

Property Developer

Land Subdividers and Developers

Infrastructure Development

Namibia

8.50% Cash/4.0% PIK

8/15/2021

(2)

18,717,631

15,326,637

Wheel Manufacturer

Motor Vehicle Parts and Accessories

Responsible Consumer Goods Production

Netherlands

8.00%

2/7/2024

(4)

8,275,000

10,697,318

Marine Logistics Provider

Towing and Tugboat Service

Responsible Logistics Management

Nigeria

3.00%

10/31/2026

(2)

6,929,992

5,573,992

Frozen Bakery Products Manufacturer

Retail Bakeries

Responsible Consumer Goods Production

Romania

7.0% Cash/7.0% PIK

5/20/2024

6,645,029

6,944,636

Grain Processor G

Corn

Sustainable Agriculture & Agroprocessing

Uganda

12.80% PIK

7/8/2024

(2)

644,238

411,748

Grain Processor F

Corn

Sustainable Agriculture & Agroprocessing

Uganda

3.50% Cash/8.00% PIK

9/19/2025

(2)

13,101,741

11,457,753

Agriculture Distributor

Soybeans

Sustainable Agriculture & Agroprocessing

Argentina

10.45%

6/30/2018

(2)

12,500,000

5,723,296

Dairy Co-Operative

Dairy Farms

Sustainable Dairy Production

Argentina

10.67%

7/29/2019

(2)

5,802,296

4,289,181

Claim in Bankruptcy

Beef Cattle, Except Feedlots

Sustainable Agriculture & Agroprocessing

Argentina

N/A

(2)

6,499,323

2,955,774

Claim in Bankruptcy

Cotton Ginning

Sustainable Agriculture & Agroprocessing

Argentina

N/A

(2)

4,935,048

1,792,698

Cocoa & Coffee Exporter

Chocolate and Cocoa Products

Sustainable Agriculture & Agroprocessing

Cameroon

9.50%, 6.0%

6/30/2023

(2)

16,035,023

14,476,313

Seafood Processing Company II

Frozen Fish and Seafood

Sustainable Aquaculture & Processing

Ecuador

11.75%

10/25/2023

(2)

4,424,931

3,470,108

Cocoa Processor

Chocolate and Cocoa Products

Sustainable Agriculture & Agroprocessing

Indonesia

11.00%

12/31/2023

(4)

5,000,000

Pharmaceuticals Distributor

Drugs, Proprietaries, and Sundries

Access to Healthcare and Pharmaceuticals

United Arab Emirates

14.60%

6/30/2018

(2)

648,430

Scrap Metal liquidation

Other

Recycling

Morocco

N/A

(2)

1,433,058

239,370

Profit sharing rights on cocoa distribution

Other

Sustainable Agriculture & Agroprocessing

Nigeria

N/A

(2)

1,797,488

Claim in Bankruptcy

Other

N/A

(2)

6,000,000

3,240,290

Real estate property

Other

Peru

N/A

(2)

3,502,265

3,375,367

Total Investments

$ 261,680,707

Trade finance borrowers may be granted flexibility with respect to repayment relative to the stated maturity date to accommodate specific contracts and/or business cycle characteristics. This flexibility in each case is agreed upon between the Company and the sub-advisor and between the sub-advisor and the borrower.

²	See the Watch List Investments section in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information.

³	This investment consists of a senior secured term loan and equity warrants in the borrower.
⁴	The Company is in the process of a negotiation with the borrower to amend the loan term to extend the maturity date.

Table of Contents

As of December 31, 2023, the composition of our investments based on the Company-created industry classification was as follows:

	Fair		Percentage
Industry Classification	Value		of Total
Access to Healthcare and Pharmaceuticals	$	648,430		0.2	%
Access to Technology		21,768,698		8.3	%
Inclusive Finance		9,049,305		3.5	%
Infrastructure Development		38,569,964		14.7	%
Recycling		52,749,207		20.2	%
Responsible Consumer Goods Production		17,641,954		6.7	%
Responsible Industrial Goods Distribution		7,032,859		2.7	%
Responsible Logistics Management		10,175,322		3.9	%
Responsible Natural Resources Distribution		34,631,447		13.2	%
Sustainable Agriculture & Agroprocessing		54,068,182		20.7	%
Sustainable Aquaculture & Processing		3,470,108		1.3	%
Sustainable Dairy Production		4,289,181		1.6	%
Technological Innovation		970,393		0.4	%
Other		6,615,657		2.6	%
Total	$	261,680,707		100.0	%

The Company believes that the traditional industrial classification systems, including SIC codes, do not accurately reflect the sustainable nature of certain of the Company’s investments and, in some cases, may be misleading. Therefore, the Company uses a Company-created industry classification system for presentation of its investments, which the Company believes is more appropriate in light of the sustainable nature of the Company’s investments.

Table of Contents

The industry composition of the Company’s portfolio, at fair value as of December 31, 2023 and December 31, 2022, was as follows:

	As of December 31, 2023					As of December 31, 2022
	Fair		Percentage			Fair		Percentage
Industry	Value		of Total			Value		of Total
Beef Cattle, Except Feedlots	$	2,955,774		1.1	%	$	5,297,921		1.9	%
Boatbuilding and Repairing		8,056,522		3.1	%		7,185,803		2.6	%
Chemicals and Allied Products		7,032,859		2.7	%		11,846,182		4.3	%
Chocolate and Cocoa Products		29,476,313		11.3	%		29,476,312		10.8	%
Coal and Other Minerals and Ores		34,631,447		13.2	%		34,263,217		12.5	%
Computer Related Services, NEC		21,768,698		8.3	%		19,197,073		7.0	%
Corn		11,869,501		4.5	%		11,325,748		4.1	%
Corrugated and Solid Fiber Boxes		3,598,133		1.4	%		9,795,061		3.6	%
Cotton Ginning		1,792,698		0.7	%		2,857,650		1.0	%
Dairy Farms		4,289,181		1.6	%		4,180,102		1.5	%
Drugs, Proprietaries, and Sundries		648,430		0.2	%		648,430		0.2	%
Electric Services		970,393		0.4	%		970,393		0.4	%
Farm Products		—		0.0	%		1,484,583		0.5	%
Freight Transportation Arrangement		4,601,330		1.8	%		4,926,482		1.8	%
Frozen Fish and Seafood		3,470,108		1.3	%		256,741		0.1	%
Hotels and Motels		15,186,805		5.8	%		17,834,541		6.5	%
Land Subdividers and Developers		15,326,637		5.9	%		11,754,052		4.3	%
Motor Vehicle Parts and Accessories		10,697,318		4.1	%		9,779,546		3.6	%
Personal Credit Institutions		6,256,964		2.4	%		5,016,027		1.8	%
Petroleum and Petroleum Products		—		0.0	%		3,289,660		1.2	%
Refuse Systems		48,911,704		18.7	%		40,046,513		14.6	%
Retail Bakeries		6,944,636		2.7	%		6,279,305		2.3	%
Short-Term Business Credit		2,792,341		1.1	%		2,368,290		0.9	%
Soybeans		5,723,296		2.2	%		5,239,479		1.9	%
Sugarcane and Sugar Beets		453,112		0.2	%		339,258		0.1	%
Telephone and Telegraph Apparatus		—		0.0	%		424,976		0.3	%
Telephone Communications		—		0.0	%		13,750,000		5.1	%
Towing and Tugboat Service		5,573,992		2.1	%		6,984,020		2.6	%
Other		8,652,515		3.2	%		6,799,417		2.5	%
Total	$	261,680,707		100.0	%	$	273,616,782		100.0	%

Table of Contents

The table below shows the portfolio composition by geographic classification at fair value as of December 31, 2023 and December 31, 2022:

	As of December 31, 2023					As of December 31, 2022
	Fair		Percentage			Fair		Percentage
Country	Value		of Total			Value		of Total
Argentina (1)	$	14,760,949		5.6	%	$	17,575,152		6.3	%
Botswana		2,792,341		1.1	%		2,368,290		0.9	%
Brazil		30,278,332		11.6	%		26,722,134		9.8	%
Cabo Verde		15,186,805		5.8	%		17,834,541		6.5	%
Cameroon		14,476,313		5.5	%		14,476,312		5.3	%
Chile		970,393		0.4	%		970,393		0.4	%
Colombia		4,245,889		1.6	%		3,219,553		1.2	%
Ecuador		7,068,241		2.7	%		10,051,802		3.7	%
Ghana		—		0.0	%		3,289,660		1.2	%
Hong Kong		15,302,209		5.8	%		16,083,661		5.9	%
Indonesia		15,000,000		5.7	%		15,000,000		5.5	%
Jersey		—		0.0	%		13,750,000		5.0	%
Kenya		4,601,330		1.8	%		4,926,482		1.8	%
Malaysia		7,032,859		2.7	%		11,846,182		4.3	%
Mexico		50,922,779		19.5	%		41,842,987		15.3	%
Morocco		239,370		0.1	%		628,862		0.2	%
Namibia		15,326,637		5.9	%		11,754,052		4.3	%
Netherlands		10,697,318		4.1	%		9,779,546		3.6	%
Nigeria		7,371,480		2.8	%		8,468,603		3.1	%
Peru		3,375,367		1.3	%		3,502,265		1.3	%
Romania		6,944,636		2.7	%		6,279,305		2.3	%
Singapore		19,329,238		7.4	%		18,604,532		6.8	%
United Arab Emirates		648,430		0.2	%		648,430		0.2	%
Uganda		11,869,501		4.5	%		11,325,748		4.1	%
N/A		3,240,290		1.2	%		2,668,290		1.0	%
Total	$	261,680,707		100.0	%	$	273,616,782		100.0	%

(1)

All of the Company’s investments in Argentina are Participations in trade finance facilities originated by IIG Trade Opportunities Fund B.V. (“IIG TOF B.V.”), a subsidiary of a fund advised by one of the Company’s former sub-advisors, The International Investment Group L.L.C. (“IIG”). See the Watch List Investments section in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations for further information.

As of December 31, 2023, our largest investment represented approximately 17.4% of our net assets or 18.2% of our total portfolio.

As of December 31, 2022, our largest investment represented approximately 13.8% of our net assets or 14.2% of our total portfolio.

Measuring Impact

We measure and expect to regularly provide accounting of economic, social and/or environmental impact achieved through our investments. The Company’s impact measurement system is utilized with investments to evaluate the progress of borrower companies toward their impact objectives during the life of the investment. The system leverages technology that has been specifically developed for tracking and analyzing impact and includes full integration of the Global Impact Investing Network’s Impact Reporting and Investment Standards (“IRIS”) metrics. Impact measurement is accomplished through the establishment of initial baseline measurements for both the Company core economic development metrics, as well as metrics associated with borrower companies’ stated impact objectives. These baseline measurements will be compared against future measurements in order to track incremental progress. In addition to furthering the Company’s economic development impact objectives, we anticipate that our investments will have a positive effect on borrower companies’ ability to make progress toward their stated impact objectives(s).

Table of Contents

On an annual basis, an updated impact assessment is completed. This includes collection of our core impact metrics and borrower company impact objective-specific metrics. In February 2024, the Company published its 2023 Sustainability and Impact Report as of December 31, 2023 on its public website. For the Company's 2023 Sustainability and Impact report, the Company also requested an independent review of certain impact data therein.

Financing Strategy

We may opt to supplement our equity capital and increase potential returns to our unitholders through the use of prudent levels of borrowings from either commercial financial institutions or DFIs. We may use debt when the available terms and conditions are favorable to long-term investing and well-aligned with our investment strategy and portfolio composition. In determining whether to borrow money, we will seek to optimize maturity, covenant packages and rate structures. Most importantly, the risks of borrowing within the context of our investment outlook and the impact on our investment portfolio will be extensively analyzed in making this determination. As of December 31, 2023 and 2022, we had borrowings amounting to $0 and $16,985,091, net of unamortized issuance costs, respectively. If we are not able to obtain additional financings, our returns are expected to be lower than originally anticipated when we were formed.

Hedging Activities

Most of our investments are anticipated to continue to be denominated in U.S. dollars, but when exposed to foreign currencies, we will seek to hedge the exposure when prudent and cost-effective. These hedging activities may include the use of derivatives, swaps, or other financial products to hedge our interest rate or currency risk. At December 31, 2023 and 2022, all of our investments were denominated in U.S. Dollars and we had not entered into any hedging transactions.

Investment Advisory Agreements and Fees

We have agreed to pay TriLinc Advisors an asset management fee and an incentive fee for its services under the Second Amended and Restated Advisory Agreement, dated February 14, 2018, by and between the Company and the Advisor, as renewed through February 25, 2025 (the "Advisory Agreement"). The Advisor agreed to waive the payment of incentive fees for the year ended December 31, 2023. For the years ended December 31, 2023 and 2022, the Company incurred $5,539,005 and $6,489,991, respectively in asset management fees and $0 and $3,151,543, respectively in incentive fees to our Advisor.

Table of Contents

Asset Management Fee

The asset management fee is calculated at an annual rate of 2.00% of our gross assets payable quarterly in arrears. For purposes of calculating the asset management fee, the term “gross assets” means the total net fair value of the Company’s assets at the end of the quarter, other than intangibles and after the deduction of associated allowance and reserves, as determined by the Advisor in its sole discretion.

Incentive Fee

The incentive fee is comprised of two parts: (i) a subordinated incentive fee on income and (ii) an incentive fee on capital gains. Each part of the incentive fee is outlined below.

The subordinated incentive fee on income is earned on pre-incentive fee net investment income and is determined and payable in arrears as of the end of each calendar quarter during which the Advisory Agreement is in effect. If the Advisory Agreement is terminated, the fee will also become payable as of the effective date of the termination.

The subordinated incentive fee on income is subject to a quarterly preferred return to investors, expressed as a rate of return on net assets at the beginning of the most recently completed calendar quarter, of 1.50% (6.0% annualized), subject to a “catch up” feature. The subordinated incentive fee on income for each quarter is calculated as follows:

No incentive fee is earned by the Advisor in any calendar quarter in which our pre-incentive fee net investment income does not exceed the preferred return rate of 1.50%, or the preferred return.

100% of our pre-incentive fee net investment income, if any, that exceeds the quarterly preferred return, but is less than or equal to 1.875% (7.5% annualized) on our net assets at the end of the immediately preceding fiscal quarter, in any quarter, is payable to the Advisor. We refer to this portion of our subordinated incentive fee on income as the catch up. It is intended to provide an incentive fee of 20% on all of our pre-incentive fee net investment income when our pre-incentive fee net investment income exceeds 1.875% on our net assets at the end of the immediately preceding fiscal quarter in any quarter.

For any quarter in which our pre-incentive fee net investment income exceeds 1.875% on our net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on income equals 20% of the amount of our pre-incentive fee net investment income, because the preferred return and catch up will have been achieved.

Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus our operating expenses for the quarter, including the asset management fee and operating expenses reimbursed to the Advisor. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The following is a graphical representation of the calculation of the quarterly subordinated incentive fee on income:

Quarterly Subordinated Incentive Fee on Income

Pre-incentive fee net investment income

(expressed as a percentage of net assets)

Percentage of pre-incentive fee net investment income

allocated to quarterly incentive fee

The incentive fee on capital gains is earned on investments sold or matured and shall be determined and payable in arrears as of the end of each calendar year during which the Advisory Agreement is in effect. In the case the Advisory Agreement is terminated, the fee will also become payable as of the effective date of such termination. The fee will equal 20% of our realized capital gains, less the aggregate amount of any previously paid incentive fee on capital gains. Incentive fee on capital gains is equal to our realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis.

Because of the structure of the subordinated incentive fee on income and the incentive fee on capital gains, it is possible that we may pay such fees in a quarter where we incur a net loss. For example, if we receive pre-incentive fee net investment income in excess of the 1.75% on our net assets at the end of the immediately preceding fiscal quarter for a quarter, we will pay the applicable incentive fee even if we have incurred a net loss in the quarter due to a realized or unrealized capital loss. Our Advisor will not be under any obligation to reimburse us for any part of the incentive fee it receives that is based on prior period accrued income that we never receive as a result of a subsequent decline in the value of our portfolio.

Table of Contents

The fees that are payable under the Advisory Agreement for any partial period are appropriately prorated. The fees are calculated using a detailed policy and procedure approved by our Advisor and our board of managers, including a majority of the independent managers, and such policy and procedure is consistent with the description of the calculation of the fees set forth above.

Our Advisor may elect to defer or waive all or a portion of the fees that would otherwise be paid to it in its sole discretion. Any portion of a fee not taken as to any month, quarter or year will be deferred without interest and may be taken in any such other month prior to the occurrence of a liquidity event as our Advisor may determine in its sole discretion. In recognition of the challenges resulting from the pandemic between 2020 and 2022, which has had a significant negative impact (although unrealized at this point) on our performance and our investors, our Advisor determined to voluntarily waive all incentive fees for the year ended December 31, 2023. This is a waiver, rather than a deferral, and the amounts waived for 2023 will not be paid to our Advisor in the future.

Investment Company Act Considerations

We have conducted and intend to continue to conduct our operations so that we and our subsidiaries will qualify for an exemption under, or otherwise will not be required to register as an investment company under, the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act.

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis, which we refer to as the 40% test. Excluded from the term “investment securities,” among other things, are U.S. Government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

We conduct our business primarily through our direct and indirect wholly- and majority-owned subsidiaries, including foreign subsidiaries, which were established to carry out specific activities. Although we reserve the right to modify our business methods at any time, the focus of our business involves providing loans and other financing of the nature described in this Form 10-K. We conduct our operations so that they comply with the limit imposed by the 40% test and we do not hold ourselves out as being engaged primarily, or actually engaged, in the business of investing in securities. Therefore, we expect that we will not be subject to registration or regulation as an investment company of any kind (including, without limitation, a face-amount certificate company, unit investment trust, open-end or closed-end company or a management company electing to be treated as a business development company) under the Investment Company Act. The securities issued to us by our wholly-owned or majority-owned subsidiaries, which subsidiaries will be neither investment companies nor companies exempt under Section 3(c)(1) or 3(c)(7) of the Investment Company Act, will not be investment securities for the purpose of this 40% test.

One or more of our subsidiaries may seek to qualify for an exception or exemption from registration as an investment company under the Investment Company Act pursuant to other provisions of the Investment Company Act, such as Sections 3(c)(5)(A) which is available for entities “primarily engaged in the business of purchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance and services” and Section 3(c)(5)(B) which is available for entities “primarily engaged in the business of making loans to manufacturers, wholesalers, and retailers of, and to prospective purchasers of, specified merchandise, insurance and services.” Each of these exemptions generally requires that at least 55% of such subsidiary’s assets be invested in eligible loans and receivables. To qualify for either of the foregoing exemptions, the subsidiary would be required to comply with interpretations issued by the staff of the SEC that govern the respective activities.

We monitor our holdings and those of our subsidiaries to ensure continuing and ongoing compliance with these and/or other applicable tests, and we are responsible for making the determinations and calculations required to confirm our compliance with tests. If the SEC does not agree with our determinations, we may be required to adjust our activities and/or those of our subsidiaries.

Qualification for these or other exceptions or exemptions could affect our ability to originate, participate in or hold fixed-income assets, or could require us to dispose of investments that we might prefer to retain in order to remain qualified for such exemptions. Changes in current policies by the SEC and its staff could also require that we alter our business activities for this purpose. For a discussion of certain risks associated with the Investment Company Act, please see “Risk Factors.”

Competition

We compete with a large number of commercial banks, non-bank financial institutions, private equity funds, leveraged buyout and venture capital funds, investment banks and other equity and non-equity based investment funds. Many of our potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, certain of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships and build their market shares.

Table of Contents

Concentration of credit risk

At December 31, 2023, our portfolio of $261,680,707 (at fair value) included 32 companies and was comprised of $108,317,851 or 41.4% in senior secured term loans, $87,306,046 or 33.4% in senior secured term loan participations, $28,607,328 or 10.9% in senior secured trade finance participations, and $37,449,482 or 14.3% in other investments. Our largest loan by value was $47,602,300 or 18.2% of our total portfolio and provides for paid in kind (“PIK”) interest, with principal and interest due at maturity. Our 5 largest loans by value comprised 45.4% of our portfolio at December 31, 2023. Participation in loans represented 44.3% of our portfolio at December 31, 2023.

Employees

We have no employees. Pursuant to the terms of the Advisory Agreement, our Advisor assumes principal responsibility for managing our affairs and we compensate the Advisor for these services.

Additional Information

Our internet address is www.trilincglobalimpactfund.com. Through a link on our website, we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, along with any amendments to those filings, as soon as reasonably practicable after we file or furnish them to the SEC.

Our privacy policy and Code of Ethics are also available on our website. Within the time period and as required by the rules of the SEC, we will post on our website any amendment to our Code of Ethics.

ITEM 1A. RISK FACTORS

You should carefully read and consider the risks described below together with all other information in this Annual Report, including our consolidated financial statements and the related notes thereto, before making a decision to purchase our units. If certain of the following risks actually occur, our results of operations and ability to pay distributions would likely suffer materially, or could be eliminated entirely. As a result, the value of our units may decline, and our unitholders could lose all or part of the money they paid to buy our units.

Risks Relating to Our Business and Structure: General

The lack of liquidity of our privately held investments may adversely affect our business.

Most of our investments consist and will continue to consist of loans and other fixed income instruments either originated in private transactions directly with the borrowers or via participation agreements with the direct lenders. Investments may be subject to restrictions on resale, including, in some instances, legal restrictions, or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to quickly obtain cash equal to the value at which we record our investments if the need arises. This could cause us to miss important business opportunities or react to changes in the market. In addition, if we are required to quickly liquidate all or a portion of our portfolio, we may realize significantly less than the value at which we have previously recorded our investments. In addition, we may face other restrictions on our ability to liquidate an investment in a public company to the extent that the Company, its Advisor, or respective officers, employees or affiliates have material non-public information regarding such company.

When we are a debt or minority equity investor in a portfolio company, which we expect will generally be the case, we may not be in a position to control the entity, and its management may make decisions that could decrease the value of our investment.

Most of our investments are and, we anticipate will continue to be in the future, either debt or minority equity investments in our portfolio companies. Therefore, we will be subject to risk that a portfolio company may make business decisions with which we disagree, and the management of such company may take risks or otherwise act in ways that do not serve our best interests. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings. In addition, we will generally not be in a position to control any portfolio company by investing in its debt securities.

Table of Contents

Floating rate investments subject us to certain risks related to the discontinuation of LIBOR.

A portion of our investments bear interest at floating rates based on the London interbank offered rate (“LIBOR”). In July 2017, the United Kingdom’s Financial Conduct Authority (“FCA”) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR. On March 15, 2022, President Biden signed the Consolidated Appropriation Act of 2022 into law, which includes the Adjustable Interest Rate (LIBOR) Act, containing legislation related to the transition away from LIBOR. This legislation is intended to establish a uniform process for replacing LIBOR in existing contracts and securities that continue after the cessation of LIBOR and do not contain clearly defined or practicable fallback provisions. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for USD LIBOR in derivatives and other financial contracts. The transition away from LIBOR could cause interest rates on our debt to decrease, which could adversely affect our operating results. In addition, uncertainty about the extent and manner of future changes may result in interest rates that are higher or lower than if LIBOR were to remain available in the current form.

LIBOR was phased out completely in June 2023, and new contracts ceased to be written using USD LIBOR at the beginning of 2022. As of December 31, 2023, 1.8% of the fair value of the Company’s total investments bore interest at floating rates based on LIBOR, with an alternative rate to be designated by the Company in the event that LIBOR is unavailable.

The Company’s legacy loans transitioned from LIBOR to Synthetic LIBOR in July 2023 and this rate is expected to stay in effect until September 30, 2024. There can be no assurances as to whether this alternative rate will be more or less favorable than LIBOR. The discontinuation of LIBOR and the use of alternative rates, such as Synthetic LIBOR, could result in interest rate decreases on our debt, which could adversely affect our cash flow, operating results and ability to make distributions to our unitholders at expected levels or at all.

We may be exposed to higher risks with respect to our investments that include PIK interest, particularly our investments in interest-only loans.

We have investments in loans that contain a PIK interest provision, including our largest loan which made up 18.2% of our total portfolio by value as of December 31, 2023. These investments may expose us to higher risks, including the following:

•

because PIK interest results in an increase in the size of the loan balance of the underlying loan, our exposure to potential loss increases when we receive PIK interest; and

•

it may be more difficult to value investments that include PIK interest because their continuing accruals of interest require continuing judgments about the collectability of the deferred payments and the value of the underlying collateral.

To the extent our investments are structured as interest-only loans, PIK interest will increase the size of the balloon payment due at the end of the loan term. PIK interest payments on such loans may increase the probability and magnitude of a loss on our investment.

We operate in a highly competitive market for investment opportunities.

A large number of entities compete with us and make the types of investments that we seek to make in small and medium-sized privately owned businesses. We compete with a large number of commercial banks, non-bank financial institutions, private equity funds, leveraged buyout and venture capital funds, investment banks and other equity and non-equity based investment funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, certain of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships and build their market shares. The competitive pressures we face may have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, or to identify and make investments that satisfy our investment objectives or that we will be able to fully invest our available capital.

An investment strategy focused primarily on privately held companies presents certain challenges, including the lack of available information about these companies, a dependence on the talents and efforts of only a few key borrower and/or sub-advisor personnel and a greater vulnerability to economic downturns.

We have invested, and will continue to invest in the future, primarily in privately held companies. Generally, little public information exists about these companies, and we will be required to rely on the ability of the Advisor and the respective sub-advisors’ investment professionals to obtain adequate information to evaluate the potential returns from investments made in, with or through these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Please see the Watch List Investments section in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations for information about investments for which we have not been provided with accurate and complete information from a prior sub-advisor, IIG, which has adversely impacted the value of certain of these investments.

Table of Contents

We may not realize gains from equity instruments granted as return enhancement vehicles when we acquire certain debt instruments.

When we invest in collateralized or senior secured loans, we may acquire warrants or other equity securities as well. Our goal is to ultimately dispose of such equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

Actions of our sub-advisors and other investment partners could negatively impact our performance.

We participate in investments with third parties. Specifically, we participate in investments originated by our third-party sub-advisors, whom we also refer to as “investments partners.” Such participations may involve risks not otherwise present with a direct origination of loans, including, for example:

•

The risk that our investment partner in an investment might become bankrupt or otherwise be unable to meet its obligations;

•

The risk that our investment partner will be ineffective or materially underperform relative to our expectations;

•

The risk that our investment partner will provide us with incomplete or inaccurate information or will misapply our funds;

•

The risk that the due diligence conducted by the investment partner may fail to reveal all material risks of an investment or that the investment partner omits material information about the investment, which could result in the Company being materially adversely affected;

•

The risk that our investment partner may at any time have economic or business interests or goals which are or which become inconsistent with our business interests or goals;

•

The risk that our investment partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives; or

•

The risk that actions by such partner could adversely affect our reputation, negatively impacting our ability to conduct business.

Actions by such an investment partner, which are generally out of our control, might have the result of subjecting the investment to liabilities in excess of those contemplated and may have the effect of reducing our unitholders’ returns, particularly if the loan agreement provides that our partner can take actions contrary to our interests. As of December 31, 2023, 44.3% of the fair value of our investment portfolio consisted of participations in loans. As described further in the Watch List Investments section in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, IIG was the sub-advisor with respect to five of the 23 investments that we have deemed Watch List investments, which are investments with respect to which we have determined there have been significant changes in the credit and collection risk of the investment. As described in that section, IIG has failed to provide us with complete and accurate information with respect to our investments for which IIG was the sub-advisor, and, in 2017, sold us a $6 million participation in a loan that did not exist. We have not received any material updated information from IIG concerning the investments for which IIG was the sub-advisor since the first quarter of 2019, despite IIG being contractually obligated to provide the Company with updated information. IIG’s acts and omissions have negatively affected the value of certain of our investments, which could adversely affect returns to our unitholders. As of December 31, 2023, 6.9% of our portfolio (by fair value) consisted of investments for which IIG was the sub-advisor, all of which are deemed Watch List investments.

Table of Contents

We face risks related to health epidemics which could adversely affect our business.

Our business could be materially adversely affected by the effects of a widespread outbreak of contagious disease, including the COVID-19 pandemic. These effects could include disruptions or restrictions on our employees’ ability to travel, including trips to meet with sub-advisors and borrowers in other countries, which could hinder our ability to effectively oversee our investments. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of the countries where our borrowers operate their businesses.

Our borrowers may incur debt that ranks equally with, or senior to, the debt instruments in which we invest.

Our borrowers may have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt instruments in which we invest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a borrower, holders of debt instruments ranking senior to our investment in that borrower would typically be entitled to receive payment in full before we receive any distribution with respect to our investment. After repaying such senior creditors, such borrower may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with that of our debt instruments, we would have to share on an equal basis any distributions with other creditors in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant borrower. In addition, we may not be in a position to control any borrower through the loans we make. As a result, we are subject to the risk that any borrower in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors.

Table of Contents

There is a risk that our unitholders may not receive distributions or that our distributions may not grow over time or may be reduced.

We may not achieve investment results that will allow us to make a specified level of cash distributions. In addition, due to covenants and asset coverage tests, which may apply to us in the event we choose to employ financial leverage, we may be subject to restrictions on unitholder distributions.

From time to time, our board of managers may change the amount of distributions that are paid, if paid at all. For example, the daily distribution rate was reduced in March 2018 and was further reduced as of May 1, 2021. Since our NAV per unit can vary from quarter to quarter, if our board of managers continues to authorize daily distributions at an annualized rate that is based on our most recently determined NAV per unit, it is likely that the per unit dollar amount of distributions paid to our unitholders will similarly vary. For the year ended December 31, 2023, we paid distributions to unitholders for the months of January through June 2023, but we did not pay the distributions on our regular cadence and instead paid some of the distributions months after the month to which the distributions related. We have not resumed the payment of regular monthly distributions, but paid a special distribution to unitholders in February 2024. See "Notes to Consolidated Financial Statements - Note 11. Subsequent Events" for additional information.

Our Sponsor is under no obligation to pay our operating expenses, and if we do not generate sufficient investment income to cover our operating expenses, our distributions to our unitholders may further be reduced.

If we pay distributions from sources other than our cash flow from operations, we will have less funds available for the investments, and the overall return for our unitholders may be reduced.

Our operating agreement permits us to make distributions from any source, including offering proceeds and, subject to certain limitations, borrowings, and we may choose to pay distributions from such other sources when we do not have sufficient cash flow from operations to fund such distributions. We have not established a limit on the amount of proceeds we may use to fund distributions. From time to time during our operational stage, we may not generate sufficient cash flow from operations to fund distributions. If we fund distributions from borrowings or the net proceeds from this offering, we will have less funds available for the investments, and your overall return may be reduced.

If we internalize our management functions, we could incur adverse effects on our business and financial condition, including significant costs associated with becoming and being self-managed and the percentage of our units owned by our unitholders could be reduced.

If we seek to list our units on an exchange as a way of providing our unitholders with a liquidity event, we may consider internalizing the functions performed for us by our Advisor. An internalization could take many forms, for example, we may hire our own group of executives and other employees or we may acquire our Advisor or its respective assets including its existing workforce. Internalizing our management functions may not result in anticipated benefits to us and our unitholders. For example, we may not realize the perceived benefits because of: (i) the costs of being self-managed; (ii) our inability to effectively integrate a new staff of managers and employees; or (iii) our inability to properly replicate the services provided previously by our Advisor or its affiliates. Additionally, internalization transactions have also, in some cases, been the subject of litigation and even if these claims are without merit, we could be forced to spend significant amounts of money defending claims which would reduce the amount of funds available for us to make investments or to pay distributions. In connection with any such internalization transaction, a special committee consisting of all or some of our independent managers will be appointed to evaluate the transaction and to determine whether a fairness opinion should be obtained.

We may engage in hedging activity, which could expose us to risks associated with such transactions, including the risk that we may artificially limit the investment income realized by the Company on certain investments.

As of December 31, 2023, we were not engaged in any hedging transactions. If we do engage in hedging transactions, we may expose ourselves to risks associated with such transactions. We may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation for any given investment at an acceptable price.

Table of Contents

The success of our hedging transactions will depend on our ability to correctly predict movements, currencies and interest rates. Therefore, while we may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of investments denominated in non-U.S. currencies because the value of those investments is likely to fluctuate as a result of factors not related to currency fluctuations.

Our business plan anticipates external financing which may expose us to risks associated with leverage.

In order to achieve our investment objectives and our originally anticipated returns, we will need to utilize financial leverage. We may borrow money in order to make investments, for working capital and to make distributions to our unitholders. Under current or future market conditions, we may not be able to borrow all of the funds we may need. If we cannot obtain debt or equity financing on acceptable terms, our ability to acquire new investments to expand our operations will be adversely affected and we may be unable to pay distributions. As a result, we would be less able to achieve our investment objectives, which may negatively impact our results of operations and reduce our ability to make distributions to our unitholders. Furthermore, borrowing money for investments increases the risk of a loss. A decrease in the value of our investments will have a greater impact on the value of units to the extent that we have borrowed money to make investments. There is a possibility that the costs of borrowing could exceed the income we receive on the investments we make with such borrowed funds. Accordingly, we are subject to the risks that our cash flow will not be sufficient to cover the required debt service payments and that we will be unable to meet the other covenants or requirements of the credit agreements. In addition, our ability to pay distributions or incur additional indebtedness may be restricted by our credit agreements. If the value of our assets declines, we may be required to liquidate a portion or our entire investment portfolio and repay a portion or all of our indebtedness at a time when liquidation may be disadvantageous. Furthermore, any amounts that we use to service our indebtedness will not be available for distributions to our unitholders.

If any future debt arrangements are collateralized with shares of the Company’s subsidiary that holds all of the Company’s assets, and if we default on our payments, our credit holders will have rights against such collateral, thereby reducing our asset base and the income we receive from such investments. As of December 31, 2023, we had no debt outstanding.

We may enter into and have entered into financing arrangements involving balloon payment obligations, which may adversely affect our ability to make distributions to our unitholders.

Some of our financing arrangements may require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a balloon payment at maturity will be uncertain and may depend upon our ability to obtain additional financing. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original financing. The effect of a refinancing could affect the rate of return to our unitholders. In addition, payments of principal and interest made to service our debts, including balloon payments, may reduce our ability to make distributions to our unitholders.

As of December 31, 2023, we had no debt outstanding. See "Notes to Consolidated Financial Statements - Note 7. Notes Payable."

We may be unable to invest a significant portion of our raised capital on acceptable terms or within the time period we anticipate.

Delays in investing our raised capital may impair our performance. We may be unable to identify any investment opportunities that meet our investment objectives or that any investment that we make will produce a positive return. We may be unable to invest the net proceeds from our private placement of units, our notes offerings or future offerings on acceptable terms within the time period that we anticipate or at all, which could harm our financial condition and operating results.

We expect to invest proceeds we receive from our raised capital in short-term, highly-liquid investments until we use such funds to invest in assets meeting our investment objectives. The income we earn on these temporary investments is not substantial. Further, we may use the principal amount of these investments, and any returns generated on these investments, to pay for fees and expenses in connection with our capital raises and distributions. Therefore, delays in investing proceeds from our raised capital could impact the amount of and our ability to generate cash flow for distributions.

Table of Contents

We may enter into financing arrangements that require us to enter into restrictive covenants that relate to or otherwise limit our operations, which could limit our ability to make distributions to our unitholders, to replace the Advisor or to otherwise achieve our investment objectives.

When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. Financing documents we enter into may contain covenants that limit our ability to make distributions under certain circumstances. In addition, provisions of our financing documents may deter us from replacing our Advisor because of the consequences under such agreements. These or other limitations may adversely affect our flexibility and our ability to achieve our investment objectives.

A change in interest rates may adversely affect our profitability and our hedging strategy may expose us to additional risks.

We may use a combination of equity and long-term and short-term borrowings denominated in one or more currencies to finance our lending activities. If we utilize borrowings, a portion of our income will depend upon the difference between the rate at which we borrow funds and the rate at which we loan these funds. Certain of our borrowings may be at fixed rates and others at variable rates. In connection with any borrowings, we may decide to enter into interest rate hedging interests. Hedging activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse impact on our business, financial condition and operating results. An increase in interest rates would decrease the value of our investments were we seeking to liquidate our portfolio.

Non-payment by borrowers and acts or omissions by our sub-advisors that result in us not being repaid for our investments have prevented and may continue to prevent us from realizing expected income and have resulted and may continue to result in a decrease in our net asset value.

All of our fixed-income investments are subject to the risk that a borrower will fail to repay a portion or all of periodically scheduled interest and/or principal payments. When this occurs, we fail to realize expected income and, in some instances, this has resulted and may continue to result in a write-down of the value of under-performing loans as well as our net asset value. As of December 31, 2023, we had 23 borrowers who had failed to repay principal and interest and were included on our Watch List. Please see the Watch List Investments section in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information about the Watch List.

Prepayments by our borrowers could adversely impact our operating results, reducing total income and increasing the number of investments the Company will have to execute.

We are also subject to the risk that investments that we make may be repaid prior to scheduled maturity. In such an event, we will generally use proceeds from prepayments first to repay any borrowings outstanding on any line of credit, if we have any outstanding. In the event that funds remain after repayment of our outstanding borrowings, we will generally reinvest these proceeds in short-term securities, pending their future investment in new investment instruments. These short-term securities will typically have substantially lower yields than the debt securities being prepaid and we could experience significant delays in reinvesting these amounts. As a result, our operating results could be materially adversely affected if one or more of our borrowers elect to prepay amounts owed to us. For the years ended December 31, 2023 and 2022, we did not receive any such material prepayments.

Our investments may be long term and may require several years to realize liquidation events.

We anticipate maintaining an average portfolio duration in excess of two years with regard to our debt investments. As a result, our unitholders should not expect liquidity, if any, to occur over the near term. In addition, we expect that any warrants or other return enhancements that we receive when we make loans may require several years to appreciate in value and may not appreciate at all.

We allocate substantially all of our fixed-income investment capital to unrated instruments, which may be viewed as highly speculative.

We have and will likely continue to allocate substantially all of our fixed-income investment capital to unrated instruments. Such instruments may be viewed as highly speculative and the recovery of projected interest and principal payments is reliant on the Advisor’s and sub-advisors’ ability to accurately underwrite and manage our investments.

Table of Contents

Risks Related to Investments in Small and Medium-Sized Businesses

Small and medium-sized businesses may have limited financial resources and may not be able to repay the loans we make to them.

Our strategy includes providing financing to borrowers that typically is not readily available to them. This may make it difficult for the borrowers to repay their loans to us. A borrower’s ability to repay its loan may be adversely affected by numerous factors, including the failure to meet its business plan, a downturn in its industry or negative economic conditions. A deterioration in a borrower’s financial condition and prospects will usually be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing on any guarantees we may have obtained from the borrower’s management. We may at times be subordinated to a senior lender, and, in such situations, our interest in any collateral would likely be subordinate to another lender’s security interest.

Small and medium-sized businesses typically have narrower product offerings and smaller market shares than large businesses.

Because our target borrowers are smaller businesses, they tend to be more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. In addition, borrowers may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other capabilities and a larger number of qualified managerial and technical personnel.

Small and medium-sized businesses generally have less predictable operating results.

Our borrowers may have significant variations in their operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, may require substantial additional capital to support their operations, finance expansion or maintain their competitive position, may otherwise have a weak financial position or may be adversely affected by changes in the business cycle. Our borrowers may not meet net income, cash flow and other coverage tests typically imposed by their senior lenders. A borrower’s failure to satisfy financial or operating covenants imposed by senior lenders could lead to defaults and, potentially, foreclosure on its senior credit facility, which could additionally trigger cross-defaults in other agreements. If this were to occur, it is possible that the borrower’s ability to repay our loan would be jeopardized.

Small and medium-sized businesses are more likely to be dependent on one or two persons.

Typically, the success of a small or medium-sized business depends on the management talents and efforts of one or two persons or a small group of persons. The death, disability or resignation of one or more of these persons could have a material adverse impact on our borrower and, in turn, on us.

Small and medium-sized businesses are likely to have greater exposure to economic downturns than larger businesses.

Our borrowers tend to have fewer resources than larger businesses and an economic downturn is more likely to have a material adverse effect on them. If one of our borrowers is adversely impacted by an economic downturn, its ability to repay our loan would be diminished.

Small and medium-sized businesses may have limited operating histories.

Borrowers with limited operating histories will be exposed to all of the operating risks that new businesses face and may be particularly susceptible to, among other risks, market downturns, competitive pressures and the departure of key executive officers.

Lack of minimum requirements when lending to small and medium-sized businesses could increase the risk of default.

Although our investment strategy is focused on small and medium-sized businesses meeting certain underwriting criteria, we are not required to invest only in businesses meeting certain minimum asset size, revenue size or profitability standards and the lack of these minimum requirements could create additional risks with respect to our investments, including the risk of default.

Risks Related to Non-U.S. Investments

Our investments in foreign debt and equity instruments may involve significant risks in addition to the risks inherent in U.S. investments.

Our investment strategy contemplates investing primarily in debt and equity instruments issued by foreign companies. During 2023 and 2022, we have made loans to companies located in Argentina, Botswana, Brazil, Cabo Verde, Cameroon, Chile, Colombia, Ecuador, Ghana, Hong Kong, Indonesia, Croatia, Guatemala, Mauritius, Zambia, Jersey, Kenya, Malaysia, Mexico, Morocco, Namibia, Netherlands, Nigeria, Peru, Romania, Singapore, South Africa, the United Arab Emirates, and Uganda. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include the economic disruption caused by the global outbreak of COVID-19 and changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the U.S., higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

Table of Contents

Non-U.S. investments involve certain legal, geopolitical, investment, repatriation, and transparency risks not typically associated with investing in the U.S.

•

Legal Risk: The legal framework of certain developing countries is rapidly evolving and it is not possible to accurately predict the content or implications of changes in their statutes or regulations. Existing legal frameworks may be unfairly or unevenly enforced, and courts may decline to enforce legal protections covering our investments altogether. The cost and difficulties of litigation in these countries may make enforcement of our rights impractical or impossible. Adverse regulation or legislation may be introduced at any time without prior warning or consultation.

•

Geopolitical Risk: Given that we invest in developing economies, there is a possibility of nationalization, expropriation, unfavorable regulation, economic, political, or social instability, military conflict, including the conflict between Russia and Ukraine, war, or terrorism which could adversely affect the economies of a given jurisdiction or lead to a material adverse change in the value of our investments in such jurisdiction.

•

Investment & Repatriation Risks: Significant time and/or financial resources may be required to obtain necessary government approval for us to invest under certain circumstances. In addition, we may invest in jurisdictions that become subject to investment restrictions as a result of economic or other sanctions after the time of our investment. Under such circumstances, we may be required to divest of certain investments at a loss.

•

Transparency Risks: Disclosure, accounting, and financial standards in developing economies vary widely and may not be equivalent to those of developed countries. Although our Advisor will use its best efforts to verify information supplied to it and will engage qualified sub-advisors when appropriate, our investments may still be adversely affected by such risks.

Fluctuation in currency exchange rates may negatively affect our borrowers’ ability to pay U.S. dollars denominated loans.

For investment denominated in U.S. dollars, if the U.S. dollar rises, it may become more difficult for borrowers to make loan payments if the borrowers are operating in markets where the local currencies are depreciating relative the U.S. dollar.

Our strategy or emphasis on environmental, social and governance (“ESG”) and impact factors may limit the investment opportunities available.

Therefore, we may underperform or perform differently than other portfolios that do not have an ESG or impact investment focus. As part of our strategy, we utilize screening and other exclusionary tools in our ESG and impact investing methodology. As such, we may forego opportunities to make certain investments when it might otherwise be advantageous to do so, or redeem investments based on their ESG and impact methodology criteria when it might otherwise be disadvantageous to do so. Further, in assigning an ESG and Impact Rating, we may depend on information that is incomplete, inaccurate or unavailable and investments that are assigned a higher rating may underperform similar investments or borrower companies with lower ratings.

Exposure to increasing shifts in climate patterns or unpredictable climate driven events may have significant, and at times abrupt, adverse financial and operational implications.

These implications could include, and are not limited to, further disruptions to supply chains, damage to our borrowers’ critical assets and infrastructure, strain or depletion of resources, reduced demand for products and services, increased costs to do business and higher taxes. Any such disruption could have a material and adverse impact on our and our borrowers' business, financial condition and results of operations.

Economic and trade sanctions laws in the United States and other jurisdictions may prohibit us, our sub-advisors or borrower companies from transacting with or in certain countries and/or with certain individuals.

Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain non-U.S. countries, territories, entities and individuals who have been placed on the sanctions list administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain countries or subject to certain sanction programs regardless of whether such individuals or entities appear on the lists maintained by OFAC, which may make it more difficult for us and our sub-advisors to identify sanctioned parties and prevent dealings with them or significantly restrict or limit investment activities in certain jurisdictions.

Lack of compliance with the U.S. Foreign Corrupt Practices Act, or FCPA, could subject us to penalties and other adverse consequences.

We are subject to the FCPA, which generally prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including potential competitors, are not subject to these prohibitions. Fraudulent practices, including corruption, extortion, bribery, pay-offs, theft and others, occur from time-to-time in countries in which we may do business. If people acting on our behalf or at our request are found to have engaged in such practices, severe penalties and other consequences could be imposed on us that may have a material adverse effect on our business, results of operations, cash flows and financial condition, our ability to make distributions to you and the value of your investment.

Risks Related to our Advisor and its Affiliates

We are dependent upon our key management personnel and the key management personnel of our Advisor, who will face conflicts of interest relating to time management, and on our Advisor and its affiliates, for our future success.

We have no employees. Our executive officers and the officers and employees of our Advisor and its affiliates may hold similar positions in other affiliated entities and they may from time to time allocate more of their time to service the needs of such entities than they allocate to servicing our needs.

In addition, we have no separate facilities and are completely reliant on our Advisor, which has significant discretion as to the implementation and execution of our business strategies and risk management practices. We are subject to the risk of discontinuation of our Advisor’s operations or termination of the Advisory Agreement and the risk that, upon such event, no suitable replacement will be found. We believe that our success depends to a significant extent upon our Advisor and that discontinuation of its operations could have a material adverse effect on our ability to achieve our investment objectives.

The Advisor and its affiliates are responsible for selecting the sub-advisors. Although our Advisor retains ultimate responsibility for the performance of services under the Advisory Agreement, it can delegate its responsibilities to one of its affiliates or a third party. If our Advisor or any of its affiliates fail to perform according to our expectations and in accordance with the Advisory Agreement, we could be materially adversely affected.

We may compete with other Sponsor affiliated entities for opportunities to originate or participate in investments, which may have an adverse impact on our operations.

We may compete with other Sponsor affiliated entities, and with other entities that Sponsor affiliated entities may advise or own interests in, whether existing or created in the future, for opportunities to originate or participate in impact investments. The Advisor may face conflicts of interest when evaluating investment opportunities for us and other owned and/or managed by Sponsor affiliated entities and these conflicts of interest may have a negative impact on us.

Table of Contents

Sponsor affiliated entities may have, and additional entities (including those that may be advised by Sponsor affiliated entities or in which Sponsor affiliated entities own interests) may be given, priority over us with respect to the acquisition of certain types of investments. As a result of our potential competition with these entities, certain investment opportunities that would otherwise be available to us may not in fact be available.

Our success will be dependent on the performance of our sub-advisors and our sub-advisors’ failure to identify and make investments that meet our investment criteria or perform their responsibilities under the sub-advisory agreements may adversely affect our ability to realize our investment objectives.

Our Advisor employs sub-advisors in its execution of the investment strategy, not all of whom have been identified. Our ability to achieve our investment objectives will depend, in part, on our sub-advisors’ ability to identify and invest in debt and equity instruments that meet our investment criteria. Accomplishing this result on a cost-effective basis will, in part, be a function of our sub-advisors’ execution of the investment process, their capacity to provide competent and efficient services to us, and, their ability to source attractive investments. Sub-advisors are responsible for locating, performing due diligence and closing on suitable acquisitions based on their access to local markets, local market knowledge for quality deal flow and extensive local private credit experience. Our sub-advisors will have substantial responsibilities under the sub-advisory agreements. Any failure to manage the investment process effectively could have a material adverse effect on our business, financial condition and results of operations. In addition, because the sub-advisors are separate companies from our Advisor, the risk exists that our sub-advisors will be ineffective or materially underperform. In addition, the Sub-Advisory Agreements with the sub-advisors can only be terminated under specific circumstances and they do not automatically terminate upon the termination of the Advisory Agreement.

We may be unable to find suitable investments through our sub-advisors. Our ability to achieve our investment objectives and to pay distributions will be dependent upon the performance of our local sub-advisors in the identification, performance of due diligence on and acquisition of investments, the determination of any financing arrangements, and the management of our projects and assets. If our sub-advisors fail to perform according to our expectations, or if the due diligence conducted by the sub-advisors fails to reveal all material risks of the businesses of our target investments, we could be materially adversely affected. Our former sub-advisor, IIG, failed to perform all of its responsibilities under its sub-advisory agreement with us, which has had and may continue to have an adverse impact on our ability to ascertain information about certain of our investments and the value of certain of our investments.

We have paid substantial compensation to our Advisor and its affiliates. The compensation we pay to the Advisor and its affiliates may be increased by our independent managers. This compensation was not determined on an arm’s-length basis and therefore may not be on the same terms we could achieve from a third party.

The compensation paid to our Advisor and its affiliates was not determined on an arm’s-length basis. A third party unaffiliated with us may be willing and able to provide certain services to us at a lower price.

In addition, subject to limitations in our operating agreement, the fees, compensation, income, expense reimbursements, interests and other payments payable to our Advisor and its affiliates may increase in the future from those previously disclosed, if such increase is approved by a majority of our independent managers.

There are significant potential conflicts of interest, which could impact our investment returns.

In the course of our investing activities, we also pay management and incentive fees to our Advisor and reimburse our Advisor for certain administrative expenses incurred on behalf of the Company. As a result, our investors invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in, among other things, a lower rate of return than one might achieve by making direct investments. As a result of this arrangement, there may be times when the management team of our Advisor has interests that differ from those of our unitholders, giving rise to a conflict. For example, our Advisor has incentives to recommend that we make investments using borrowings since the asset management fees that we pay to our Advisor will increase if we use borrowings in connection with our investments.

Our subordinated incentive fee may induce our Advisor to make certain investments, including speculative investments.

The management compensation structure that has been implemented under the Advisory Agreement with our Advisor may cause our Advisor to invest in higher-risk investments or take other risks. In addition to its asset management fee, our Advisor is entitled under the Advisory Agreement to receive subordinated incentive compensation based in part upon our achievement of specified levels of net cash flows. The incentive fee payable by us to our Advisor may create an incentive for the Advisor to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive fee payable from operations, sales or other sources is determined, which is calculated as a percentage of our net cash flows, may encourage our Advisor to use leverage to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would disfavor our unitholders.

In evaluating investments and other management strategies, the opportunity to earn subordinated incentive compensation may lead our Advisor to place undue emphasis on the maximization of investment income at the expense of other criteria, such as preservation of capital, maintaining sufficient liquidity, or management of credit risk or market risk, in order to achieve higher subordinated incentive compensation. Investments with higher yield potential are generally riskier or more speculative. This could result in increased risk to the value of our investment portfolio.

We rely on third-party service providers to perform and support certain advisory services and processes.

These services include but are not limited to, investment research, risk management, compliance, valuation services, financial reporting, audit, custody and information technology. If a third-party service provider causes actions or errors resulting in failure to perform its duties or participates in unauthorized activities, misappropriates assets, fails to identify or disclose any potential or actual conflicts of interest, or otherwise engage in any misconduct, we may suffer adverse consequences. Such consequences could include serious financial harm and could result in litigation or regulatory breach or other unknown or unmanaged risks. There is no guarantee that the due diligence we perform will confirm their reliability, identify risks, or prevent any misconduct, or that we have any recourse against them.

Table of Contents

Risks related to Tax Matters

Our failure to be taxed as a partnership may result in adverse tax consequences for us and our investors.

We intend to be treated as a partnership (other than a publicly traded partnership) for U.S. federal income tax purposes and not as a corporation. We have not sought a ruling from the Internal Revenue Service, or IRS, on our tax treatment as a partnership, and there is no guarantee that such treatment would be sustained by a court if challenged by the IRS.

If we were taxable as a corporation, we would not be entitled to “pass through” our income and losses to our unitholders. Instead, we would, among other things, be subject to income tax on our income and profits in the same manner and at the same rate as a corporation, and our losses, if any, would not pass through to the unitholders. Unitholders would be taxed upon distributions in the same manner that corporate shareholders are taxed on corporate distributions, resulting in distributions being treated as taxable dividends to the extent of our earnings and profits; as non-taxable returns of capital to the extent they exceed our earnings and profits, up to the unitholder’s basis in its units, and thereafter as gain on sale of the unitholder’s units.

Transfer restrictions imposed with respect to our interests and potential restructurings or agreements we enter into to avoid publicly traded partnership status, may adversely impact a unitholder’s ability to transfer or sell its units.

No transfer of an interest may be made if it would result in the Company being treated as a publicly traded partnership taxable as a corporation under the Internal Revenue Code of 1986, as amended, or the Code. We may, without the consent of any unitholder, amend our operating agreement in order to improve, upon advice of counsel, the Company’s position in avoiding such publicly traded partnership status for the Company (and we may impose time-delay and other restrictions on recognizing transfers or on repurchases pursuant to unit repurchase program as necessary to do so). Furthermore, we, upon advice of counsel, may restructure the Company (including the creation or liquidation of subsidiary entities) and/or enter into any agreements that we deem necessary, without the prior approval of the unitholders, if such activities are reasonably determined by us, in our sole discretion, to avoid the Company being characterized as a publicly traded partnership under the Code that is taxable as a corporation.

Unitholders may be allocated taxable income in excess of the cash available for distribution to them.

For U.S. federal income tax purposes, we may include in income certain amounts that we have not yet received in cash, such as original issue discount, which may arise if we receive warrants in connection with the making of a loan or possibly in other circumstances, or contracted payment-in-kind interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such original issue discount, which could be significant relative to our overall investment activities, or increases in loan balances as a result of contracted payment-in-kind arrangements, will be included in income before we receive any corresponding cash payments. We may also be required to include in income certain other amounts that we will not receive in cash. If a borrower defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously reported as investment income will become uncollectible.

Since in certain cases we may recognize taxable income before or without receiving cash representing such income, for any given period, unitholders may recognize taxable income with respect to their units in excess of the cash distributions made to them.

Additionally, the payment of the distribution fee over time with respect to the Class C units, certain Class I units, and Class W units is deemed to be paid from cash distributions that would otherwise be distributable to such unitholders. Accordingly, the holders of Class C units, certain Class I units, and Class W units will receive a lower cash distribution to the extent of such unitholders’ obligation to pay such fees. Because the payment of such fees is not a deductible expense for tax purposes, the taxable income of the Company allocable to the Class C, certain Class I, and Class W unitholders may, therefore, exceed the amount of cash distributions made to such unitholders.

An audit or tax adjustment by the IRS may result in additional taxes or costs to the Company and our unitholders.

We have not requested and do not currently intend to request rulings from the IRS with respect to any of the U.S. federal income tax consequences to the Company or our unitholders. Thus, positions to be taken by the IRS as to any such tax consequences could differ from positions taken by us. If the IRS challenges certain U.S. federal income tax positions taken by us if we are audited, any adjustment to our return resulting from such an audit would result in adjustments to tax returns of our unitholders and might result in an examination of items in such returns unrelated to their investment in the units or an examination of tax returns for prior or later years. Moreover, we and our unitholders could incur substantial legal and accounting costs in contesting any IRS challenge, regardless of the outcome. Our management generally will have the authority and power to act for, and bind the Company in connection with, any such audit or adjustment for administrative or judicial proceedings in connection therewith.

Table of Contents

Pursuant to legislative changes enacted in the Bipartisan Budget Act of 2015, which are effective for tax years beginning in 2018, the IRS may, in certain circumstances, collect taxes (together with applicable interest and penalties) directly from the Company following a determination that the Company has underreported taxable income to our unitholders with respect to such years. The payment of such taxes by the Company would reduce the funds available for distribution by the Company, and could adversely affect the value of our units.

The Tax Cuts and Jobs Act may Adversely Affect the Company, its Subsidiaries or Unitholders.

On December 22, 2017, P.L. 115-97 was signed into law, informally titled the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes significant changes to the Code, including a number of provisions that could affect the taxation of the Company, its subsidiaries or unitholders. The Tax Act limits the ability of taxpayers to utilize certain tax attributes, including the following:

•

The amount of business interest expense that may be deducted in a particular year generally cannot exceed the sum of (i) the taxpayer’s business interest income, and (ii) 30% of its taxable income, as adjusted.

•

A limitation on the ability of non-corporate taxpayers to deduct excess losses incurred in businesses. Any loss that is disallowed as an excess business loss is treated as a net operating loss carryover to the following tax year.

•

Net operating losses carried forward to a subsequent tax year may not reduce more than 80% of the income generated in the subsequent year.

The Tax Act also requires taxpayers to recognize certain income for tax purposes not later than the taxable year in which such income is taken into account in an applicable financial statement, which may, in some cases, accelerate the taxation of our income. Also, although non-corporate owners of pass-through entities, including partnerships, are eligible for a new deduction under the Tax Act of up to 20% of their share of the amount of business income generated by the entity, this deduction will generally not be available to unitholders with respect to their income from the Company, which could adversely affect the value of units in the Company relative to investments in other pass-through vehicles. In addition, new provisions in the Tax Act that relate to the taxation of certain foreign earnings could, depending on their application to the Company or its subsidiaries, have adverse tax consequences.

Legislative or regulatory action could adversely affect our unitholders.

All statements contained in this Form 10-K concerning the expected U.S. federal income tax consequences of any investment in the Company are based upon existing law and the interpretations thereof. The income tax treatment of an investment in the Company may be modified by legislative, judicial or administrative changes, possibly with retroactive effect, to the detriment of the unitholders.

Our operations may result in reportable transactions for the Company and our unitholders.

Under regulations promulgated by the U.S. Treasury Department, the activities of the Company may create one or more “reportable transactions,” requiring the Company and each unitholder, respectively, to file information returns with the IRS. We will give notice to all unitholders of any reportable transaction of which we become aware in the annual tax information provided to unitholders in order to file their tax returns.

Unitholders may be required to obtain U.S. federal income tax return filing extensions and to file tax returns in multiple jurisdictions.

We will use reasonable commercial efforts to cause all tax filings to be made in a timely manner (taking permitted extensions into account); however, investment in the Company may require the filing of tax return extensions. Unitholders may have to obtain one or more tax filing extensions if the Company does not deliver Schedules K-1 by the due date of the unitholders’ returns. Although our management will attempt to cause the Company to provide unitholders with estimated annual U.S. federal income tax information prior to March 15th as long as the Company’s taxable year is the calendar year, the Company may not obtain annual U.S. federal income tax information from all borrowers by such date and tax return extensions may be required to be filed by unitholders. Moreover, although estimates will be provided to the unitholders by the Company in good faith based on the information obtained from the borrowers, such estimates may be different from the actual final tax information and such differences could be significant, resulting in interest and penalties to the unitholders due to underpayment of taxes or loss of use of funds for an extended period of time due to overpayment of taxes. Furthermore, the Company’s activities may require unitholders to file in multiple jurisdictions if composite state returns are not filed by the Company. We may file composite state tax returns for the benefit of unitholders that elect to participate in the filing of such returns.

Table of Contents

We may incur unrelated business taxable income which will be taxable to our tax –exempt investors.

Tax-exempt investors (such as an employee pension benefit plan or an IRA) may have Unrelated Business Taxable Income, or UBTI, from investments that are made by us. We have borrowed and may in the future borrow funds, which can lead to the generation of UBTI from debt financed property. We may also receive income from services rendered in connection with making loans, which is likely to constitute UBTI. We may acquire investments that generate UBTI and unitholders can expect some or all of their allocable share of income and/or profits from the Company to be UBTI. Although we have attempted to structure our investments so as to minimize generating UBTI, there is no assurance that UBTI will not be generated from our investments. The Company will not be liable to tax-exempt investors for the recognition of UBTI.

Our operations may result in the Company being subject to foreign income taxes.

We have and may continue to conduct our activities in foreign jurisdictions and, in conjunction therewith, we have formed four subsidiaries to conduct such activities and we may form additional subsidiaries. The conduct of activities in foreign jurisdictions (whether or not foreign subsidiaries are formed to conduct such activities) may result in the Company or its subsidiaries being subject to tax in such foreign jurisdictions. Taxes paid by the Company in such foreign jurisdictions will reduce the cash available for distribution to the unitholders. However, because we are taxable as a partnership for U.S. federal income tax purposes, certain foreign income taxes paid by the Company may generate a foreign tax credit that will be allocated to each unitholder, which may be used to reduce, on a dollar-for-dollar basis, the tax liability of such unitholder.

Our operations may result in non-U.S. unitholders being subject to U.S. federal, state and local income and withholding tax and filing requirements.

We may generate income that is “effectively connected” with a U.S. trade or business, and, if so, a non-U.S. unitholder will generally be required to file an annual U.S. federal income tax return and pay U.S. federal income tax, in the same manner as a U.S. unitholder, with respect to such income. A U.S. federal withholding tax, at the highest applicable effective tax rate, generally will be imposed on a non-U.S. unitholder’s allocable share of such effectively connected income (whether or not such income is distributed). There also may be state or local tax withholding. Non-U.S. investors may also be subject to the provisions of the Foreign Investment in Real Property Tax Act of 1980, as amended, which generally treats any gain or loss of a non-U.S. person that is realized in connection with the (actual or constructive) disposition of a “U.S. real property interest” as gain or loss effectively connected with a U.S. trade or business engaged in by such non-U.S. person. Additionally, in the case of a non-U.S. unitholder that is a corporation, a U.S. "branch profits tax" of up to 30% will generally apply with respect to any such effectively connected income.

Risks related to the Investment Company Act

We are not registered as an investment company under the Investment Company Act and, therefore, we will not be subject to the requirements imposed on an investment company by the Investment Company Act which may limit or otherwise affect our investment choices.

The Company and our subsidiaries will conduct our businesses so that none of such entities are required to register as “investment companies” under the Investment Company Act. Although we could modify our business methods at any time, at the present time we expect that the focus of our activities will involve investments in fixed-income assets and other loans of the nature described earlier.

Companies subject to the Investment Company Act are required to comply with a variety of substantive requirements including, but not limited to:

•

limitations on the capital structure of the entity;

•

restrictions on certain investments;

•

prohibitions on transactions and restrictions on fees with affiliated entities; and

•

public reporting disclosures, record keeping, voting procedures, proxy disclosures, board operations and similar corporate governance rules and regulations.

These and other requirements are intended to provide benefits and/or protections to security holders of investment companies. Because we and our subsidiaries do not expect to be subject to these requirements, you will not be entitled to these benefits or protections. It is our policy to operate in a manner that will not require us to register as an investment company, and we do not expect or intend to register as an investment company under the Investment Company Act.

Table of Contents

Whether a company is an investment company can involve analysis of complex laws, regulations and SEC staff interpretations. We intend to conduct the Company’s operations so as not to become subject to regulation as an investment company under the Investment Company Act. So long as the Company conducts its businesses directly and through its wholly-owned or majority-owned subsidiaries that are not investment companies and none of the Company and the wholly-owned or majority-owned subsidiaries hold themselves out as being engaged primarily in the business of investing in securities, the Company should not have to register. The securities issued by any subsidiary that is excepted from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, together with any other “investment securities” (as used in the Investment Company Act) its parent may own, may not have a combined value in excess of 40% of the value of the parent entity’s total assets on an unconsolidated basis (which we refer to as the 40% test). In other words, even if some interests in other entities were deemed to be investment securities, so long as such investment securities do not comprise more than 40% of an entity’s assets, the entity will not be required to register as an investment company. If an entity held investment securities and the value of these securities exceeded 40% of the value of its total assets, and no other exemption from registration was available, then that entity might be required to register as an investment company.

We do not expect that we or any of our majority- or wholly-owned subsidiaries will be an investment company, and in particular, we will seek to assure that holdings of investment securities in the Company do not exceed 40% of the total assets of that entity as calculated under the Investment Company Act. In order to operate in compliance with that standard, we may be required to conduct our business in a manner that takes account of these provisions. In order for us to so comply, we or a subsidiary could be unable to sell assets we would otherwise want to sell or we may need to sell assets we would otherwise wish to retain, if we deem it necessary to remain in compliance with the 40% test. In addition, we may also have to forgo opportunities to acquire certain assets or interests in companies or entities that we would otherwise want to acquire, or acquire assets we might otherwise not select for purchase, if we deem it necessary to remain in compliance with the 40% test. For example, these restrictions will limit our ability to invest directly in certain types of assets, such as in securities that represent less than 50% of the voting securities (as used in the Investment Company Act) of the issuer thereof.

If the Company or any subsidiary owns assets that qualify as “investment securities” as such term is defined under the Investment Company Act and the value of such assets exceeds 40% of the value of its total assets, the entity could be deemed to be an investment company. In that case the entity would have to qualify for an exemption from registration as an investment company in order to operate without registering as an investment company. Certain of the subsidiaries that we may form in the future could seek to rely upon one of the exemptions from registration as an investment company under the Investment Company Act pursuant to Section 3(c)(5)(A) or Section 3(c)(5)(B) of the Investment Company Act. The exemption pursuant to Section 3(c)(5)(A) is available for entities “primarily engaged in the business of purchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance, and services” (which we refer to as the 3(c)(5)(A) exemption), while the exemption pursuant to Section 3(c)(5)(B) is available for entities “primarily engaged in the business of making loans to manufacturers, wholesalers, and retailers of, and to prospective purchasers of, specified merchandise, insurance, and services” (which we refer to as the 3(c)(5)(B) exemption). Each of the 3(c)(5)(A) exemption and the 3(c)(5)(B) exemption generally requires that at least 55% of the assets of a subsidiary relying on such exemption be invested in eligible loans and receivables. To qualify for either of the foregoing exemptions, the subsidiary would be required to comply with interpretations issued by the staff of the SEC that govern the respective activities.

In addition to the exceptions discussed above, we and/or our subsidiaries may rely upon other exceptions and exemptions, including the exemptions provided by Section 3(c)(6) of the Investment Company Act (which exempts, among other things, parent entities whose primary business is conducted through majority-owned subsidiaries relying upon the 3(c)(5)(A) exemption and/or the 3(c)(5)(B) exemption discussed above) from the definition of an investment company and the registration requirements under the Investment Company Act.

The laws and regulations governing the Investment Company Act status of entities like the Company and our subsidiaries, including actions by the Division of Investment Management of the SEC providing more specific or different guidance regarding these exemptions, may change in a manner that adversely affects our operations. To the extent that the SEC staff provides more specific guidance regarding any of the matters bearing upon the exceptions discussed above or other exemptions from the definition of an investment company under the Investment Company Act upon which we may rely, we may be required to adjust our strategy accordingly. Any additional guidance from the SEC staff could provide additional flexibility to us, or it could further inhibit our ability to pursue the strategies we have chosen.

If the Company or any of our subsidiaries is required to register as an investment company under the Investment Company Act, the additional expenses and operational limitations associated with such registration may reduce our unitholders’ investment return or impair our ability to conduct our business as planned.

If we become an investment company or are otherwise required to register as such, we might be required to revise some of our current policies, or substantially restructure our business, to comply with the Investment Company Act. This would likely require us to incur the expense of holding a unitholder meeting to vote on such changes. Further, if we were required to register as an investment company, but failed to do so, we would be prohibited from engaging in our business, criminal and civil actions could be brought against us, some of our contracts might be unenforceable, unless a court were to direct enforcement, and a court could appoint a receiver to take control of us and liquidate our business.

Table of Contents

Risks related to ERISA

If our assets are deemed to be “plan assets” for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Advisor and we may be exposed to liabilities under Title I of ERISA and the Code.

In some circumstances where employee benefit plans subject to ERISA or other plans subject to Section 4975 of the Code (together, “ERISA Plans”) hold an equity interest in an entity, the assets of the entire entity are deemed to be “plan assets” unless the equity interest is a “publicly-offered security” or a security issued by an investment company registered under the Investment Company Act of 1940 or another exception applies. This is known as the “look-through rule.” Under those circumstances, the obligations and other responsibilities of plan fiduciaries under Title I of ERISA and Section 4975 of the Code, may be applicable to us. In particular, ERISA and the Code impose certain duties on persons who are fiduciaries of an ERISA Plan and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other parties who have a specified relationship with the ERISA Plan. We believe that our assets will not be treated as “plan assets” because our units should qualify as “publicly-offered securities” that are exempt from the look-through rules under applicable Treasury Regulations. We note, however, that because certain limitations are imposed upon the transferability of our units, it is possible that this exemption may not apply. If that is the case, and if the Advisor or we are deemed to hold “plan assets,” we may be exposed to liability under ERISA or the Code and our performance and results of operations could be adversely affected. Prior to making an investment in us, our unitholders should consult with their legal and other advisors concerning the impact of ERISA and the Code on our unitholders’ investment and our performance.

Risks Relating to Our Units

The units sold will not be listed on an exchange for the foreseeable future, if ever. Therefore, it will be difficult for our unitholders to sell their units and, if they are able to sell their units, they will likely sell them at a substantial discount.

Our units are illiquid assets for which there is not expected to be any secondary market nor is it expected that any will develop in the future. Moreover, our unitholders should not rely on our unit repurchase program as a method to sell units promptly because our unit repurchase program includes numerous restrictions that limit the unitholders’ ability to sell their units to us, and our board of managers may amend, suspend or terminate our unit repurchase program at any time. In particular, the unit repurchase program provides that we may make repurchase offers only if our unitholders have held our units for a minimum of one year, we have sufficient funds available for repurchase from our distribution reinvestment plan and to the extent the total number of units for which repurchase is requested in any 12 month period does not exceed 5% of our weighted average number of outstanding units as of the same date in the prior 12 month period. Therefore, it will be difficult for our unitholders to sell their units promptly or at all. We were not able to fulfill all repurchase requests submitted during the year ended December 31, 2022 because they exceeded the limitations of the program and we have repurchased a pro rata amount of the unitholders’ requests. Given that the Company had not yet filed its Annual Report on Form 10-K for the year ended December 31, 2022 with the SEC as of March 31, 2023, the Company temporarily suspended the private placement, the DRP and the unit repurchase program effective April 1, 2023. See “Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for more information. If our unitholders are able to sell their units, they may only be able to sell them at a substantial discount from the price they paid. Investor suitability standards imposed by certain states may also make it more difficult to sell units to someone in those states.

Although the Company has a perpetual duration, it disclosed previously that if the Company did not consummate a liquidity event by August 25, 2021, it would commence an orderly liquidation of its assets unless a majority of the board of managers, including a majority of the independent managers, determined that liquidation is not in the best interests of the Company’s unitholders. Following the completion of a review process, in May 2021, the board of managers, including all of the independent managers, determined that a liquidation was not in the best interests of the Company’s unitholders and approved the continuation of the Company’s operations through at least August 26, 2022. In August 2022, the board of managers again determined that a liquidation is not in the best interests of the Company's unitholders and approved the continuation of the Company's operations through at least November 2023. In November 2023, the board of managers again determined that a liquidation is not in the best interests of the Company's unitholders and approved the continuation of the Company's operations through December 31, 2024.

Table of Contents

Our unitholders will not have the opportunity to evaluate our investments before we make them, which makes investment in our units more speculative.

Our investments are selected by our sub-advisors and reviewed by our Advisor and our unitholders do not have input into such investment decisions, so our unitholders have to rely entirely on the ability of our Advisor and sub-advisors to select suitable and successful investment opportunities. Both of these factors will increase the uncertainty, and thus the risk, of investing in units.

Our unitholders will experience substantial dilution in the net tangible book value of their units equal to the offering costs associated with their units.

Our unitholders will incur immediate dilution, which will be substantial, equal to the costs of any offering associated with the sale of units. This means that the investors who have or will purchase units will pay a price per unit that substantially exceeds the amount available with which to purchase assets and therefore, the value of these assets upon purchase. As of December 31, 2023, we have incurred a cumulative total of approximately $17.3 million in offering costs which has been reimbursed to our Sponsor.

Because of all the risks described in this section, investing in units may involve an above average degree of risk.

Because of all the risks described in this section, the investments we make in accordance with our investment objectives may result in a higher amount of risk than alternative investment options and volatility or loss of principal. Our investments may be highly risky and aggressive, and therefore, an investment in units may not be suitable for someone with lower risk tolerance.

Our unitholders may experience dilution through subsequent offerings.

Our unitholders do not have preemptive rights. If, as expected, we engage in a subsequent offering of units or securities convertible into units, issue units pursuant to our distribution reinvestment plan or otherwise issue additional units, investors who purchase units in this offering who do not participate in those other securities issuances will experience dilution in their percentage ownership of our outstanding units. Furthermore, unitholders may experience a dilution in the value of their units depending on the terms and pricing of any unit issuances and the value of our assets at the time of issuance.

The price for units redeemed pursuant to the Company’s unit repurchase program and issued pursuant to the DRP is the most recently disclosed estimated NAV per unit for such class of units, which may not equal the actual NAV per unit at the time of repurchase or reinvestment. The estimated NAV per unit may not be an accurate reflection of the fair market value of the Company’s assets and liabilities and likely will not represent the amount of net proceeds that would result if the Company liquidated or dissolved or the amount the Company’s unitholders would receive upon the sale of their units.

The price for units redeemed pursuant to the Company’s unit repurchase program and offered pursuant to the DRP is equal to the most recently disclosed estimated NAV per unit of such class of units, which may not equal the actual NAV per unit on the date of repurchase or reinvestment due to the lag between the timing of the most recent NAV disclosure and the redemption or reinvestment. In addition, the estimated NAV per unit, as determined by our management in accordance with our valuation policies, may not be an accurate reflection of the fair value of the Company’s assets and liabilities in accordance with GAAP, may not reflect the price at which the Company would be able to sell all or substantially all of its assets or the outstanding units in an arm's length transaction, may not represent the value that the Company’s unitholders could realize upon a sale of the Company or upon the liquidation of its assets and settlement of its liabilities, and may not be indicative of the price at which units would trade if they were listed on a national securities exchange. Further, our board of managers may determine the fair value of our assets completely or in part based upon internal valuation assessments and not independent valuation assessments, which may be materially different. In addition, the determination of fair value involves subjective judgments and estimates, which may not be accurate or complete.

We do not, and do not expect to, have research analysts reviewing our performance.

We do not, and do not expect to, have research analysts reviewing our performance or our securities on an ongoing basis. Therefore, our unitholders will not have an independent review of our performance and the value of our units relative to publicly traded companies.

Table of Contents

General Risk Factors

Terrorist attacks, military conflicts, acts of war or national disasters may affect any market for units, impact the businesses in which we invest, and harm our business, operating results and financial condition.

Terrorist acts, military conflicts, including the escalating conflict between Russia and Ukraine, the Red Sea crisis precipitated by Yemen's Houthi movement and the Israel-Hamas war, acts of war or national disasters have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. This risk may be magnified in the case of the conflict between Russia and Ukraine, due to the significant sanctions and other restrictive actions taken against Russia by the U.S. and other countries in response to Russia’s February 2022 invasion of Ukraine, as well as the cessation of all business in Russia by many global companies. Future terrorist activities, civil war, military or security operations, or national disasters could further weaken the domestic/global economies and create additional uncertainties in the regions in which we may invest, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks and national disasters are generally uninsurable.

The occurrence of cyber incidents, or a deficiency in our cyber security, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information resources. More specifically, a cyber incident is an intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information. With increasingly sophisticated cybersecurity threats and attacks becoming more frequent globally, we are more susceptible to operational and information security risks resulting from breaches in cybersecurity. The primary risks that could directly result from the occurrence of a successful cyber incident include operational interruption, damage to our reputation and business relationships, and compromise or corruption of our confidential information. In addition, our third-party service providers including contractors, consultants, custodians, administrators, sub-advisors, borrower companies, suppliers with whom we conduct business are also subject to cybersecurity threats. In many cases, we must rely on the controls and safeguards put in place by such third parties to defend against, respond to, and report these incidents, and we cannot provide any assurances that confidential information will not be compromised should they become exposed to a cybersecurity incident. See "Part I, Item 3. Cybersecurity" for information about our cybersecurity policies and practices.

ITEM 1B. UNRESOLVED STAFF COMMENTS

This item is not applicable because the Company is not an accelerated filer, a large accelerated filer, or a well-known seasoned issuer.

ITEM 1C. Cybersecurity

Cybersecurity represents a critical component of the Company’s overall approach to risk management. The Company’s cybersecurity policies, standards and practices are fully integrated into the Company’s overall risk management approach, and cybersecurity risks are subject to oversight by the Company’s board of managers. The Company generally approaches cybersecurity threats through a cross-functional, multilayered approach, with specific the goals of: (i) identifying, preventing and mitigating cybersecurity threats to the Company; (ii) preserving the confidentiality, security and availability of the information that we collect and store to use in our business; (iii) protecting the Company’s intellectual property; (iv) maintaining the confidence of our customers, clients and business partners; and (v) providing appropriate public disclosure of cybersecurity risks and incidents when required.

Risk Management and Strategy

Consistent with overall Company policies and practices, the Company’s cybersecurity program focuses on the following areas:

●

Vigilance: The Company uses a reputable third-party managed service provider (“MSP”) for cybersecurity support, which has operations functioning 24/7 with the specific goal of identifying, preventing and mitigating cybersecurity threats and responding to cybersecurity incidents in accordance with our established incident response and recovery plans. The Company’s MSP is staffed with several security personnel, many of which have Certified Information Systems Security Professional (“CISSP”) certifications.

●

Systems Safeguards: The Company deploys systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls. In the event of a potential cybersecurity incident, the Company’s MSP has the capability to take a number of immediate steps to isolate the potential threat.

●

Third-Party Risk Management: The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.

●

Training: The Company provides annual mandatory training for personnel regarding cybersecurity threats, which reinforces the Company’s information security policies, standards and practices, and such training is scaled to reflect the roles, responsibilities and information systems access of such personnel. The Company also conducts monthly “phishing” email testing for every employee and provides remedial follow-up training when necessary.

●

Incident Response and Recovery Planning: The Company has established and maintains comprehensive incident response and recovery plans, in coordination with the Company’s MSP, that fully address the Company’s response to a cybersecurity incident and the recovery from a cybersecurity incident.

●

Communication, Coordination and Disclosure: The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s operations, risk management, internal audit and other key business functions, as well as the members of the board of managers in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner.

●

Governance: The board of managers’ oversight of cybersecurity risk management is supported by the Company’s Incident Response Team (the “IRT”), which is made up of the Company’s Co-Chief Information Officers, the Chief Operating Officer, and their designees. The IRT regularly interacts with the board of managers and members of management.

Governance

The IRT, in coordination with the board of managers, oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that the Company’s management implements to address risks from cybersecurity threats. Any cybersecurity incidents that are detected by the Company’s MSP are routed directly to the IRT. The board of managers receives reports on cybersecurity risks from management. The board of managers will be informed of any cybersecurity incident that is determined by the IRT to be material, and will receive ongoing updates regarding such material incident until it has been addressed. At least once each year, the board of managers and the IRT discuss the Company’s approach to cybersecurity risk management with the Company’s Co-Chief Information Officers.

The Company’s Co-Chief Information Officers are the members of the Company’s management principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company. The Co-Chief Information Officers work in coordination with the other members of the IRT, which includes our Co-Chief Information Officers, our Chief Operating Officer, and their designees. The Company’s Co-Chief Information Officers have each served in various roles in information technology and information security for over 30 years, including in leadership positions with both small and large companies. The Co-Chief Information Security Officers each have extensive knowledge in technology and cybersecurity. The Company’s President, Chief Financial Officer, Chief Operating Officer, and Chief Compliance Officer each hold undergraduate, and, in some cases, graduate, degrees in their respective fields, and each have over 20 years of experience with managing risks at the Company and in environments similar to the Company’s, including risks arising from cybersecurity threats.

The Company’s Co-Chief Information Officers, in coordination with the IRT, work collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents. The Co-Chief Information Officers and the rest of the IRT, in collaboration with the Company’s MSP, monitor the prevention, detection, mitigation and remediation of cybersecurity incidents in real time, and report such incidents to the board of managers when appropriate.

Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected the Company’s business strategy, results of operations, or financial condition. See the “General Risk Factors” section in Part I, Item 1A, Risk Factors for more information about the Company’s cybersecurity risks.

ITEM 2. PROPERTIES

We do not own or lease any properties. Our administrative and principal executive offices, which are located at 1230 Rosecrans Avenue, Suite 605, Manhattan Beach, CA 90266, are leased by our Sponsor.

ITEM 3. LEGAL PROCEEDINGS

As of December 31, 2023, the Company was not a party to any legal proceedings.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

Table of Contents

PART II

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

Net Asset Value

There is no public trading market for our units.

We determine our net asset value on a quarterly basis. Our net asset value is determined by our board of managers based on the input of 1) our Advisor, 2) our audit committee, 3) an opinion of a third-party independent valuation firm as to the reasonableness of our internal estimates of fair value of selected loans and, 4) if engaged by our board of managers, one or more independent valuation firms. We may value our investments using different valuation approaches. We calculate our net asset value per unit by subtracting total liabilities from the total value of our assets on the date of valuation and dividing the result by the total number of outstanding units on the date of valuation. Our board of managers has determined our estimated net asset value, as of December 31, 2023, to be approximately $5.72 per Class A, Class C, Class I, Class W, Class Y, and Class Z unit as compared to approximately $5.92 per Class A, Class C, Class I, Class W, Class Y, and Class Z unit as of December 31, 2022. The decrease of approximately $0.20 in the estimated net asset value from December 31, 2022 to December 31, 2023 resulted primarily due to the Company having recorded $15,238,313 in net realized losses on our investments during the year ended December 31, 2023. Our net asset value would have been lower for all unit classes in most prior periods if the Sponsor had not absorbed and deferred reimbursement for a substantial portion of our operating expenses from the commencement of our operations through December 31, 2017. Our estimated net asset value was determined in accordance with the procedures set forth above. See "Notes to Consolidated Financial Statements - Note 2. Significant Accounting Policies" for more information about the valuation of our investments.

We are offering up to $40 million in Class A, Class C, Class I, Class W and Class Y units pursuant to our Distribution Reinvestment Plan to the investors who have purchased units in the Offering. On March 7, 2018, our board of managers approved an amendment to our Distribution Reinvestment Plan, pursuant to which units issued pursuant to the Distribution Reinvestment Plan are being offered at the price equal to the net asset value per unit of each class of units most recently disclosed by the Company in a public filing with the SEC at the time of reinvestment. Prior to the amendment of our Distribution Reinvestment Plan, units were issued pursuant to the Distribution Reinvestment Plan at a price equal to the greater of $9.025 per unit or the net asset value per unit of each class, as most recently disclosed by the Company in a public filing with the SEC.

As of December 31, 2023, there were 18,303,923 Class A units outstanding held of record by 3,735 persons, 7,766,734 Class C units outstanding held of record by 1,893 persons, 10,575,907 Class I Units outstanding held of record by 1,928 persons, 24,555 Class W units outstanding held of record by four persons, 2,683,015 Class Y units outstanding held of record by 227 persons, and 8,423,851 Class Z units outstanding held of record by two persons. There were no outstanding options or warrants to purchase, or securities convertible into, our units.

Distributions

We pay distributions pursuant to the terms of our operating agreement on a monthly basis when declared by our board of managers. From time to time, we may also pay interim distributions at the discretion of our board. Distributions are subject to the board of managers’ discretion and applicable legal restrictions and accordingly, there can be no assurance that we will continue to make distributions at a specific rate or at all. Generally, our policy is to pay distributions from cash flow from operations. However, our organizational documents permit us to pay distributions from any source, including borrowings and offering proceeds, provided, however, that no funds will be advanced or borrowed for purpose of distributions, if the amount of such distributions would exceed our accrued and received revenues for the previous four quarters, less paid and accrued operating costs with respect to such revenues. We have not established a cap on the use of offering proceeds to fund distributions. If we pay distributions from sources other than cash flow from operations, we will have less funds available for investments and unitholders’ overall returns will be reduced.

Distributions are made on all classes of our units at the same time. The cash distributions received by our unitholders with respect to the Class C units, certain Class I units, and Class W units are and will continue to be lower than the cash distributions with respect to Class A and certain other Class I units because of the distribution fee relating to Class C units, an ongoing dealer manager fee with respect to certain Class I units and Class W units and an ongoing service fee with respect to Class W units, which is an expense specific to these units. The distributions paid with respect to these units will be lower until these ongoing fees are no longer payable. Amounts distributed to each class are allocated among the unitholders in such class in proportion to their units. Because the payment of such fees is not a deductible expense for tax purposes, the taxable income of the Company allocable to the Class C, certain Class I and Class W unitholders may, therefore, exceed the amount of cash distributions made to such unitholders.

From July 2013 through June 2023, the Company paid monthly distributions for all classes of units. The Company did not pay regular monthly distributions for periods subsequent to June 2023 and anticipates that it may not be able to pay regular monthly distributions in the coming quarters. Although the Company did not pay regular monthly distributions for periods subsequent to June 2023, the Company paid special distributions in February 2024. For the years ended December 31, 2023 and 2022, $9,462,268 and $16,577,785, respectively, of these distributions were paid in cash and $1,060,693 and $6,928,654, respectively, were reinvested in units for those unitholders participating in the Company’s amended and restated distribution reinvestment plan (the “Distribution Reinvestment Plan”). See "Notes to Consolidated Financial Statements - Note 11. Subsequent Events" for information regarding the distributions that were made subsequent to December 31, 2023.

Table of Contents

Unregistered Sales of Equity Securities and Use of Proceeds.

During the year ended December 31, 2023, we did not issue any unregistered units.

Unit Repurchase Program

Beginning June 11, 2014, we commenced a unit repurchase program pursuant to which we have conducted (prior to the suspension of the program in 2023) quarterly unit repurchases of up to 5% of our weighted average number of outstanding units in any 12-month period to allow our unitholders, who have held our units for a minimum of one year, to sell their units back to us. Our unit repurchase program includes numerous restrictions, including a one-year holding period, that limit our unitholders’ ability to sell their units. Additionally, we have no obligation to repurchase units if the repurchase would violate the restrictions on distributions under federal law or Delaware law, and all units to be repurchased under the program must be fully transferable and not be subject to any liens or other encumbrances and free from any restrictions on transfer. Unless our board of managers determines otherwise, we will limit the number of units to be repurchased during any calendar year to the number of units we can repurchase with the proceeds we receive from the sale of units under our distribution reinvestment plan. At the sole discretion of our board of managers, we may also use cash on hand, cash available from borrowings and cash from liquidation of investments as of the end of the applicable quarter to repurchase units.

On August 9, 2019, our board of managers amended and restated our unit repurchase program in order to amend the basis on which we will honor repurchase requests in the event repurchase requests exceed the existing limitations of the program. The amended and restated unit repurchase program took effect on September 30, 2019. Under the amended and restated unit repurchase program, if we cannot repurchase all units presented for repurchase in any quarter because of the limitations on repurchases set forth in the program, then we will honor repurchase requests in the following order of priority (unless our board of managers determines that we will not repurchase units in that quarter):

•

first, we will repurchase units pursuant to repurchase requests made in connection with the death or disability of a unitholder (or on a pro rata basis among such requests if less than all of such death or disability requests can be satisfied);

•

second, we will repurchase units pursuant to any repurchase request that has been carried over from one or more previous quarterly periods where the value of the units that have not yet been repurchased pursuant to such request (with the value calculated as the number of units multiplied by the estimated net asset value per unit for units of that class, as most recently disclosed by us in a filing with the SEC) is less than $2,500 (or on a pro rata basis among such requests if less than all of such requests carried over from prior periods can be satisfied); and

•

third, we will repurchase units pursuant to all other repurchase requests on a pro rata basis.

Unit repurchases are made on the last calendar day of the quarter at a price equal to the estimated net asset value per unit for each class of units, as most recently disclosed by us in a public filing with the SEC.

For the year ended December 31, 2023, we repurchased an aggregate of 1,738 Class A units, 12,781 Class C units and 2,403 Class I units for a total of $115,711.

For the year ended December 31, 2022, we had received and processed 396 repurchase requests. We repurchased an aggregate of 355,052 Class A units, 179,547 Class C units, 413,404 Class I units and 59,770 Class Y units for a total of $7,026,905.

Our board of managers has the right to amend, suspend or terminate the unit repurchase program to the extent that it determines that it is in our best interest to do so. Our unit repurchase program has been suspended since April 1, 2023. We will promptly notify our unitholders of any changes to the unit repurchase program, including any amendment, suspension or termination of it in our periodic or current reports or by means of other notice. Moreover, the unit repurchase program will terminate on the date that our units are listed on a national securities exchange, are included for quotation in a national securities market or, in the sole determination of our board of managers, a secondary trading market for the units otherwise develops.

Table of Contents

Distribution Reinvestment Plan

We have adopted the Distribution Reinvestment Plan pursuant to which our unitholders who have purchased Units in the Offering may elect to have the full amount of their cash distributions from us reinvested in additional units of the same class. On March 7, 2018, our board of managers approved an amendment to our distribution reinvestment plan, pursuant to which, commencing with distributions declared for the month of March 2018, units issued pursuant to the Distribution Reinvestment Plan are issued at the price equal to the net asset value per unit of each class of units, as most recently disclosed by the Company in a public filing with the SEC at the time of reinvestment.

Following the termination of the Offering, we have continued to offer units pursuant to our Distribution Reinvestment Plan. Although there are no distribution fees that are paid for any Class C units sold pursuant to the Distribution Reinvestment Plan, distribution fees have been and may be paid on an ongoing basis for Class C units sold pursuant to other Company offerings. Because distribution fees payable with respect to Class C units sold in other offerings are paid from and reduce the amount available for distribution on all Class C units, distributions will be reduced for Class C units purchased pursuant to the Distribution Reinvestment Plan. This will result in lower cash distributions with respect to the Class C units than the cash distributions with respect to Class A and certain Class I units. We may amend, suspend or terminate the distribution reinvestment plan at our discretion.

For the period from June 12, 2013 through December 31, 2023, we issued 8,179,306 units totaling approximately $66,897,000 of gross offering proceeds pursuant to our Distribution Reinvestment Plan.

Given that we had not filed our Annual Report on Form 10-K for the year ended December 31, 2022 with the SEC as of March 31, 2023, we temporarily suspended our Distribution Reinvestment Plan effective April 1, 2023. We expect to lift the suspension of the distribution reinvestment plan during the second quarter of 2024.

ITEM 6. RESERVED

Table of Contents

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

The following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this annual report on Form 10-K.

Overview

We make impact investments in SMEs that provide the opportunity to achieve both competitive financial returns and positive measurable impact. We were organized as a Delaware limited liability company on April 30, 2012. We have operated and intend to continue to operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940, as amended. We use the proceeds raised from the issuance of units to invest in SMEs through local market sub-advisors in a diversified portfolio of financial assets, including direct loans, loan participations, convertible debt instruments, trade finance, structured credit and preferred and common equity investments. A substantial portion of our assets consists of collateralized private debt instruments, which we believe offer opportunities for competitive risk-adjusted returns and income generation. We are externally managed and advised by TriLinc Advisors, LLC, or the Advisor. The Advisor is an investment advisor registered with the SEC.

Our business strategy is to generate competitive financial returns and positive economic, social and environmental impact by providing financing to SMEs, which we define as those business having less than 500 employees, primarily in developing economies. To a lesser extent, we may also make impact investments in companies that may not meet our technical definition of SMEs due to a larger number of employees but that also provide the opportunity to achieve both competitive financial returns and positive measurable impact. We generally expect that such investments will have similar investment characteristics as SMEs as defined by us. Our style of investment is referred to as impact investing, which J.P. Morgan Global Research and Rockefeller Foundation in a 2010 report called “an emerging alternative asset class” and defined as investing with the intent to create positive impact beyond financial return. We believe it is possible to generate competitive financial returns while creating positive, measurable impact. We measure the economic, social and environmental impact of our investments using industry-standard metrics, including the Impact Reporting and Investment Standards. Through our investments in SMEs, we intend to enable job creation and stimulate economic growth.

We commenced the Offering on February 25, 2013. Pursuant to the Offering, we were offering on a continuous basis up to $1.5 billion in units of our limited liability company interest, consisting of up to $1.25 billion of units in the primary offering consisting of Class A and Class C units at initial offering prices of $10.00 and $9.576 per unit, respectively, and Class I units at $9.025 per unit, and up to $250 million of units pursuant to our Distribution Reinvestment Plan. SC Distributors, LLC, formally known as StratCap Securities, was the dealer manager for the Offering. In May 2012, the Advisor purchased 22,161 Class A units for aggregate gross proceeds of $200,000. On June 11, 2013, we satisfied the minimum offering requirement of $2,000,000 when the Sponsor purchased 321,330 Class A units for aggregate gross proceeds of $2,900,000 and we commenced operations. The Offering terminated on March 31, 2017. Through the termination of the Offering, we raised approximately $361,776,000 in gross proceeds, including approximately $13,338,000 raised through our Distribution Reinvestment Plan.

Upon termination of the primary portion of the Offering, we registered $75 million in Class A, Class C and Class I units to continue to be offered pursuant to our Distribution Reinvestment Plan to the investors who have purchased units in the Offering. Units issued pursuant to our Distribution Reinvestment Plan are offered at the price equal to the net asset value per unit of each class of units, as most recently disclosed by the Company in a public filing with the SEC at the time of reinvestment. Our Distribution Reinvestment Plan was amended, effective May 25, 2020, to allow holders of all classes of units other than Class Z units to participate, including holders who purchased units in our private placements. The offering must be registered or exempt from registration in every state in which we offer or sell units. If the offering is not exempt from registration, the required registration generally is for a period of one year. Therefore, we may have to stop selling units in any state in which the registration is not renewed annually and the offering is not otherwise exempt from registration.

From time to time we opportunistically seek to raise capital through sales of our common units in private placements that are exempt from registration under the Securities Act, as amended (the “Securities Act”).

For the year ended December 31, 2023, we issued 155,821 of our units pursuant to our Distribution Reinvestment Plan for gross proceeds of approximately $1,062,000. In addition, for the year ended December 31, 2023, we did not issue any units through the private placement. As of December 31, 2023, $21,440,000 in units remained available for sale pursuant to the Distribution Reinvestment Plan.

For the year ended December 31, 2022, we issued 986,369 of our units pursuant to our Distribution Reinvestment Plan for gross proceeds of approximately $6,927,000. In addition, for the year ended December 31, 2022, we issued 41,163 of our units for gross proceeds of approximately $295,000 pursuant to a private placement.

From our inception to December 31, 2023, we have issued an aggregate of 56,404,318 of our units, including 8,179,306 units issued under our Distribution Reinvestment Plan, for gross proceeds of approximately $515,125,000 including approximately $66,897,000 reinvested under our Distribution Reinvestment Plan (before dealer manager fees of approximately $4,800,000 and selling commissions of $16,862,000), for net proceeds of $493,463,000.

Table of Contents

Outlook

While economic conditions globally remain challenging, particularly for advanced economies, due to inflation and the dramatic rise in interest rates, the global economy weathered tighter monetary policy better than most economists originally forecasted, particularly in the United States. Many of the Company’s borrowers experienced significant negative effects during the 2020 - 2022 period, due to higher operating costs and supply chain issues that began in 2020 with the onset of the COVID-19 pandemic, which were further exacerbated by the conflict between Russia and Ukraine. Fortunately, most supply side conditions normalized in 2023, providing some economic relief to borrower companies. However, the combination of pandemic period effects, in many cases, had devastating and long-lasting impacts on the businesses, financial condition and results of operations of several borrower companies. Together, these factors have made it more difficult for borrowers to repay their obligations to the Company in a timely manner or at all, resulting in the Company experiencing inconsistent cash flows. The Company believes that the central issue driving results is the fact that many borrower companies are struggling to recover from the compound impact of approximately three years of economic hardship, while current macroeconomic conditions are not strong enough for borrower companies to achieve a rapid and significant recovery in operating performance. The Company does not expect any near-term changes to the impact of the macroeconomic environment on the Company’s borrowers. Indeed, although the Company’s NAV per unit decreased by approximately $0.20 as of December 31, 2023, compared to the NAV per unit as of December 31, 2022, the decrease in NAV is a reflection of the cumulative effect of global economic conditions, inflation and the dramatic rise in interest rates, most of which preceded the year ended December 31, 2023.

The combination of weakened borrower companies, still attempting to recover from the historically bad 2020-2022 pandemic/broken supply chain period, and weakened demand in the current macro-economic environment, has made it challenging for the Company’s borrowers to repay their obligations to the Company, as discussed above. As a result of the inconsistent cash flows generated from the Company’s existing portfolio, the Company has experienced decreased liquidity, which, among other things, may continue to impact the Company’s ability to pay distributions to its unitholders or meet other Company obligations. Additionally, due to an event of default triggered under the Company’s credit facilities as a result of the resignation of the Company’s former independent registered public accounting firm in February 2023, which rendered the Company unable to timely file its Annual Report on Form 10-K for the year ended December 31, 2022, the Company entered into a Waiver and Agreement, dated as of May 9, 2023, pursuant to which the Company agreed to accelerate its repayment of the $18 million outstanding under the credit facilities. Pursuant to the terms of the Waiver and Agreement, the Company repaid the amounts outstanding under the credit facilities in full on August 31, 2023. Accordingly, the Company expects that in the near term it will experience additional significant constraints on its liquidity. As a result, the Company did not pay monthly distributions for periods subsequent to June 2023 and anticipates that it may not be able to pay regular monthly distributions in the coming quarters and that the suspension of the Company’s unit repurchase program, which was suspended effective April 1, 2023, will likely be extended for a significant period of time. Our NAV per unit as of December 31, 2023 is higher than it would have been if the Company had continued to pay regular monthly distributions throughout 2023.

The Company intends to pursue multiple strategies in order to address its temporary liquidity needs, which may include the sale of all or a portion of certain investments, seeking to obtain new credit facilities and the pursuit of additional financing transactions as needed to supplement cash flows. For example, the Company sold approximately $13.0 million of its investment in Africell Holding Limited to an unaffiliated third party during 2023.

Investments

Our investment objectives are to provide our unitholders current income, capital preservation, and modest capital appreciation. These objectives are achieved primarily through SME trade finance and term loan financing, while employing rigorous risk-mitigation and due diligence practices, and transparently measuring and reporting the economic, social and environmental impacts of our investments. The majority of our investments are senior and other collateralized loans to SMEs with established, profitable businesses in developing economies. To a lesser extent, we may also make investments in financing to companies that may not meet our technical definition of SMEs due, for example, to the companies having a larger number of employees, but that also provide the opportunity to achieve both competitive financial returns and positive measurable impact. Furthermore, we may also make investments in developed economies, including the United States. With the sub-advisors that our Advisor has contracted with to assist the Advisor in implementing the Company’s investment program, we expect to provide growth capital financing generally ranging in size from $5-20 million per transaction for direct SME loans and $500,000 to $15 million for trade finance transactions. We seek to protect and grow investor capital by: (1) targeting countries with favorable economic growth and investor protections; (2) partnering with sub-advisors with significant experience in local markets; (3) focusing on creditworthy lending targets who have at least 3-year operating histories and demonstrated cash flows enabling loan repayment; (4) making primarily debt investments, backed by collateral and borrower guarantees; (5) employing best practices in our due diligence and risk mitigation processes; and (6) monitoring our portfolio on an ongoing basis. By providing additional liquidity to growing small businesses, we believe we support both economic growth and the expansion of the global middle class.

Investments will continue to be primarily credit facilities and participations in credit facilities to developing economy SMEs, including trade finance and term loans, through the Advisor’s team of professional sub-advisors with a local presence in the markets where they invest. As of December 31, 2023, more than a majority of our investments were in the form of participations and we expect that future investments will continue to be primarily participations. We typically provide financing that is collateralized, has a short to medium-term maturity and is self-liquidating through the repayment of principal. Our counterparty for participations generally will be the respective sub-advisor or its affiliate that originates the loan in which we are participating. We will not have a contract with the underlying borrower and therefore, in the event of default, we will not have the ability to directly seek recovery against the collateral and instead will have to seek recovery through our sub-advisor counterparty, which increases the risk of full recovery.

Certain investments, including loans and participations, may carry equity warrants on borrowers, which allow us to buy shares of the portfolio company at a given price, which we will exercise at our discretion during the life of the portfolio company. Our goal is to ultimately dispose of such equity interests and realize gains upon the disposition of such interests. However, these warrants and equity interests are illiquid and it may be difficult for the Company to dispose of them. In addition, we expect that any warrants or other return enhancements received when we make or invest in loans may require several years to appreciate in value and may not appreciate at all.

LIBOR

In July 2017, the United Kingdom's Financial Conduct Authority (“FCA”) announced it intended to stop compelling banks to submit rates for the calculation of LIBOR. On March 15, 2022, President Biden signed the Consolidated Appropriation Act of 2022 into law, which includes the Adjustable Interest Rate (LIBOR) Act, containing legislation related to the transition away from LIBOR. This legislation is intended to establish a uniform process for replacing LIBOR in existing contracts and securities that continue after the cessation of LIBOR and do not contain clearly defined or practicable fallback provisions. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR in derivatives and other financial contracts.

LIBOR was phased out in June 2023, and new contracts ceased to be written using USD LIBOR at the beginning of 2022. As of December 31, 2023, 1.8% of the fair value of the Company's total investments bore interest at floating rates based on LIBOR, with an alternative rate to be designated by the Company in the event that LIBOR is unavailable.

The Company's legacy loans transitioned from LIBOR to Synthetic LIBOR in July 2023 and this rate is expected to stay in effect until September 30, 2024. There can be no assurances as to whether this alternative rate will be more or less favorable than LIBOR. We intend to monitor the developments with respect to the phasing out of LIBOR and work with our sub-advisors to seek to ensure the transition away from LIBOR will have minimal impact on our investments, but we can provide no assurances regarding the continuing impact of the discontinuation of LIBOR.

Table of Contents

Revenues

Since we anticipate that the majority of our assets will continue to consist of trade finance instruments and term loans, we expect that the majority of our revenue will continue to be generated in the form of interest. Our senior and subordinated debt investments may bear interest at a fixed or floating rate. Interest on debt securities is generally payable monthly, quarterly or semi-annually. In some cases, some of our investments provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest generally is due at the maturity date. In addition, we generate revenue in the form of acquisition and other fees in connection with some transactions. Original issue discounts and market discounts or premiums are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

Expenses

Our primary operating expenses include the payment of asset management fees and expenses reimbursable to our Advisor under the Advisory Agreement. We bear all other costs and expenses of our operations and transactions.

Portfolio and Investment Activity

During the year ended December 31, 2023, the Company invested approximately $11.3 million across six separate portfolio companies, including three new borrowers. The Company's investments consisted of senior secured trade finance participations, senior secured term loan participations, senior secured term loans, other investments, and equity warrants. Additionally, we received proceeds from repayments and dispositions of investment principal of approximately $35.8 million.

During the year ended December 31, 2022, the Company invested approximately $5.6 million across four separate portfolio companies, including two new borrowers. The Company's investments consisted of senior secured trade finance participations, senior secured term loan participations, senior secured term loans, other investments, and equity warrants. Additionally, we received proceeds from repayments of investment principal of approximately $14.4 million.

At December 31, 2023 and 2022, the Company’s investment portfolio included 32 and 36 companies, respectively, and the fair value of our portfolio was comprised of the following:

	As of December 31, 2023					As of December 31, 2022
	Investments		Percentage of			Investments		Percentage of
	at		Total			at		Total
	Fair Value		Investments			Fair Value		Investments
Senior secured term loans	$	108,317,851		41.4	%	$	105,084,728		38.5	%
Senior secured term loan participations		87,306,046		33.4	%		119,690,547		43.7	%
Senior secured trade finance participations		28,607,328		10.9	%		31,710,623		11.6	%
Other investments		14,371,380		5.5	%		15,925,381		5.8	%
Convertible notes		21,768,698		8.3	%		—		0.0	%
Equity warrants		1,309,404		0.5	%		1,205,503		0.4	%
Total investments	$	261,680,707		100.0	%	$	273,616,782		100.0	%

As of December 31, 2023, the weighted average yields, based upon the cost of our portfolio, on trade finance participations, term loan participations, senior secured term loans, and convertible notes were 10.6%, 12.7%, 15.2%, and 11.8%, respectively, for a weighted average yield on investments of approximately 12.4% on our total portfolio.

Table of Contents

As of December 31, 2022, the weighted average yields, based upon the cost of our portfolio, on trade finance participations, term loan participations, and senior secured term loans were 10.1%, 12.1%, and 13.5%, respectively, for a weighted average yield on investments of approximately 11.3% on our total portfolio.

Concentration Limits

The Company is subject to the following concentration limits:

•

Maximum 45% regional exposure

•

Maximum 20% country exposure

•

Maximum 5% individual investment exposure

We may only make investments that do not cause us to exceed these limits on the date of investment. These limits are calculated as a percentage of the aggregate of all outstanding principal balances on our investments and our cash balances on the date of investment. As of December 31, 2023 and 2022, the Company was in compliance with all of the above concentration limits.

Watch List Investments

The Company monitors and reviews the performance of its investments and if the Company determines that there are any significant changes in the credit and collection risk of an investment, the investment will be placed on the Watch List. The Company places an investment on the Watch List when it believes the investment has material performance weakness driven by company-specific and macro events that may affect the timing of future cash flows. For all Watch List investments, the Company evaluates: (i) liquidation value of collateral; (ii) rights and remedies enforceable against the borrower; (iii) any credit insurance and/or guarantees; (iv) market, sector and macro events and (v) other relevant information (e.g., third party purchase of the borrower and potential or ongoing litigation). At December 31, 2023, eighteen portfolio companies were on non-accrual status with an aggregate fair value of approximately $104,441,067 or 39.9% of the fair value of the Company’s total investments. At December 31, 2022, sixteen portfolio companies were on non-accrual status with an aggregate fair value of approximately $84,285,000 or 30.8% of the fair value of the Company’s total investments. Interest income not recorded relative to the original terms of the loans to the companies on non-accrual status amounted to approximately $15,332,000 and $3,804,000, respectively for the years ended December 31, 2023 and 2022. As of December 31, 2023 and 2022, the Company had 23 and 22 Watch List investments, respectively.

Table of Contents

As of December 31, 2023, the Company’s Watch List investments consisted of the following:

									Interest not accrued on Investments on Watch List status
									Three Months Ended				Year-Ended
Portfolio Company	Principal Balance		Fair Value		Accrued Interest		Sub-advisor	Valuation Approach	December 31, 2023		December 31, 2022		December 31, 2023		December 31, 2022
Trustco Group Holdings Ltd. (3)	$	18,717,631	$	15,326,637	$	—	Helios	Collateral based approach	$	629,425	$	604,036	$	2,458,528	$	1,201,961
Helios Maritime		6,929,992		5,573,992		21,740	Helios	Income approach		—		—		—		—
Compania Argentina de Granos S.A. (2), (3)		12,500,000		5,723,296		—	IIG	Income approach		—		—		—		—
Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay (2), (3)		6,499,323		2,955,774		—	IIG	Collateral based approach		—		—		—		—
Sancor Cooperativas Unidas Ltda (3)		5,802,296		4,289,181		1,347,047	IIG	Collateral based approach		158,216		158,216		627,704		158,216
IIG TOF B.V. (2), (3)		6,000,000		3,240,290		—	IIG	Collateral based approach		—		—		—		—
Algodonera Avellaneda S.A. (1), (2), (3)		4,935,048		1,792,698		—	IIG	Collateral based approach		—		—		—		—
Triton Metallics Pte Ltd. (3)		21,799,281		19,329,239		1,513,671	TransAsia	Income approach		637,354		—		1,851,413		—
Ecsponent Holdings Limited (1), (3)		5,601,000		2,792,341		—	Scipion	Hybrid income/collateral based approach		214,223		133,092		797,282		133,092
Producam S.A. (3)		16,035,023		14,476,313		—	Scipion	Income approach		408,346		372,333		1,565,643		372,333
Global Pharma Intelligence Sarl (1), (3)		648,430		648,430		134,215	Scipion	Collateral based approach		24,194		24,194		95,986		95,987
Mac Z Group SARL (1), (3)		1,433,058		239,371		—	Scipion	Collateral based approach		—		—		—		—
Multiple ICD (Kenya) Limited (3)		15,063,954		4,601,330		—	Barak	Hybrid income/collateral based approach		689,402		581,760		2,631,475		581,760
Agilis Partners Holding LLC (1)		644,238		411,748		21,074	Origin	Income approach		—		—		—		—
Agilis Partners		13,101,741		11,457,753		1,184,071	Origin	Income approach		—		—		—		—
Usivale Industria E Commercio Ltda (1), (3)		600,060		453,112		—	N/A	Income approach		—		—		—		—
Itelecom Holding Chile SPA (1), (2), (3)		1,456,162		970,394		276,032	Alsis	Collateral based approach		—		—		—		40,489
Limas Commodities House Limited (3)		22,219,566		15,302,209		—	TransAsia	Income approach		732,541		653,008		2,785,764		653,008
Vikudha Malaysia Sdn Bhd (3)		18,484,704		7,032,859		—	TransAsia	Hybrid income/collateral based approach		607,993		566,864		2,350,666		566,864
Qintess Tecnologia e Participacoes Ltda		23,873,872		21,768,698		—	TRG	Income approach		—		—		—		—
Worldwide Investments and Representations Winrep S.A. and Vannapack S.A. (3)		4,424,931		3,470,108		119,451	WCA	Hybrid income/collateral based approach		135,759		—		135,759		—
Equity Participation in Cocoa Transaction (1), (3)		1,797,488		1,797,488		—	N/A	Income approach		—		—		32,135		—
TriLinc Peru S.A.C.		3,502,265		3,375,367		—	N/A	Collateral based approach		—		—		—		—
	$	212,070,063	$	147,028,628	$	4,617,301			$	4,237,453	$	3,093,504	$	15,332,355	$	3,803,711

Investments with a fair value equal to less than 1.0% of the aggregate fair value of the Company's net assets as of December 31, 2023. Additional information regarding Watch List investments with a fair value equal to or greater than 1.0% of the aggregate fair value of the Company's net assets as of December 31, 2023 is presented below.

2	Excludes interest not accrued with respect to investments which the Company may not legally accrue interest, such as those that are the subject of bankruptcy proceedings.

3	Investments were on non-accrual status.

Table of Contents

As of December 31, 2022, the Company’s Watch List investments consisted of the following:

Portfolio Company	Principal Balance		Fair Value		Accrued Interest		Sub-advisor		Valuation Approach
Trustco Group Holdings Ltd. (3)	$	18,717,631	$	11,754,052	$	4,363,486	Helios		Collateral based approach
Helios Maritime		16,243,585		6,984,020		1,214,411	Helios		Hybrid income/collateral based approach
Compania Argentina de Grano S.A. (2), (3)		12,500,000		5,239,478		664,010	IIG		Income approach
Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay (2), (3)		9,000,000		5,297,921		264,500	IIG		Collateral based approach
Sancor Cooperativas Unidas Ltda (3)		5,802,296		4,180,102		1,347,047	IIG		Collateral based approach
IIG TOF B.V. (1), (2), (3)		6,000,000		2,668,290		572,000	IIG		Collateral based approach
Algodonera Avellaneda S.A. (2), (3)		6,000,000		2,857,650		778,500	IIG		Collateral based approach
Triton Metallics Pte Ltd.		21,074,573		18,604,532		1,680,759	TransAsia		Income approach
Conplex International Ltd. (1), (2), (3)		9,072,469		424,976		—	TransAsia		Collateral based approach
Producam S.A. (3)		16,035,023		14,476,312		—	Scipion		Income approach
Global Pharma Intelligence Sarl (1), (3)		648,430		648,430		134,215	Scipion		Collateral based approach
Mac Z Group SARL (1), (3)		1,433,058		628,862		183,152	Scipion		Collateral based approach
Applewood Trading 199 Pty, Ltd. (4)		—		—		—	Barak		Income approach
Multiple ICD (Kenya) Limited (3)		15,090,682		4,926,482		1,713,434	Barak		Hybrid income/collateral based approach
Agilis Partners Holding LLC (1)		568,179		568,179		18,586	Origin		Income approach
Agilis Partners		12,100,913		10,757,569		716,796	Origin		Income approach
Usivale Industria E Commercio Ltda (1), (3)		545,673		339,257		454,327		N/A	Income approach
Limas Commodities House Limited (3)		22,219,565		15,658,685		—	Transasia		Income approach
Vikudha Malaysia Sdn Bhd (3)		18,484,703		11,846,182		896,935	Transasia		Hybrid income/collateral based approach
TriLinc Peru S.A.C.		3,502,265		3,502,265		—		N/A	Income approach
Ecsponent Holdings Limited (1), (3)		5,601,000		2,368,289		703,199	Scipion		Income approach
Itelecom Holding Chile SPA (1). (3)		1,456,162		970,393		322,032	Alsis		Collateral based approach
Total Watchlist	$	202,096,207	$	124,701,926	$	16,027,389

¹	Investments with a fair value equal to less than 1.0% of the aggregate fair value of the Company's net assets as of December 31, 2022. Additional information regarding Watch List investments with a fair value equal to or greater than 1.0% of the aggregate fair value of the Company's net assets as of December 31, 2022 is presented below.
²	Excludes interest not accrued with respect to investments which the Company may not legally accrue interest, such as those that are the subject of bankruptcy proceedings.
³	Investments were on non-accrual status.
⁴	Investment was written off and removed from the Company's financial statements.

Investments through Helios Investment Partners, LLP (“Helios”) as the Sub-Advisor

Trustco Group Holdings Ltd

In January 2017, the Company purchased a $15,000,000 Participation in a term loan facility with Trustco Group Holdings Ltd (“Trustco”), a Namibia based group operating a diversified set of business lines including property development, financial services (insurance, retail banking), education, and diamond mining. Repayment on this position has been slower than originally anticipated, largely due to a slowdown in the local real estate market. Helios has been actively working with the borrower to restructure the facility. As this has proved challenging, Helios issued a notice of default and acceleration notice to Trustco along with launching initial legal proceedings on April 15, 2020. A demand has also been made against Elisenheim as guarantor in respect of Trustco’s obligations to Helios. In addition to recourse against Trustco, Helios has the benefit of a security interest in property owned by the guarantor. During the fourth quarter of 2021, an initial judgment was issued in Helios’ favor in the UK and Trustco appealed the court’s decision and the requirements to deposit the full outstanding balance into an escrow account. This appeal was dismissed in February 2022 and we are now seeking enforcement of the UK judgment in Namibia. Court proceedings continued in both the UK against Trustco and in Namibia for the Elisenheim property. A case management meeting for the UK Trustco case was held December 10, 2023 and a hearing was set for June 2024. For Elisenheim, trial preparation has commenced, with the trial set for June 24, 2024 to July 5, 2024. The fair value decreased by approximately $791,000 during the year ended December 31, 2023, primarily as a result of the Namibian dollar weakening against the USD, thus affecting the potential value of the property collateral and additional financial weakness in Trustco.

Helios Maritime I

Between July 2015 and December 2017, the Company purchased six Participations totaling $15,300,000 in a term loan facility with Helios Maritime I (“Helios Maritime”), a company setup for the purposes of on-lending to Starz Investment Company, Ltd., a Nigerian shipping and logistics company for the purpose of acquiring a handling tug vessel. Repayment on this position has been slower than originally anticipated due to delays in acquiring a long-term contract, which was further prolonged based on challenges presented by the COVID-19 pandemic and the volatility in oil prices. The borrower has pledged a marine vessel as collateral in support of its repayment obligations under this facility.

The borrower received a term sheet subsequent to the fourth quarter of 2021 to support its performance against its obligations, which requires an $8 million payment in exchange for a partial forgiveness of debt ("Tranche 1") and restructured amortization profile ("Tranche 2"). An extension was granted to the borrower to meet this requirement and while the borrower was able to secure a loan facility from a local bank for the payment, it was funded in Namibian naira, which is a difficult currency to convert to USD. As of June 30, 2023, approximately 3 billion Niara were converted and paid, completing Tranche 1 requirements. The Company began to service the remaining loan in Tranche 2 with a payment in September 2023. An agreement on the final terms of the full restructuring was reached in the fourth quarter of 2023.

Table of Contents

Investments through The International Investment Group L.L.C. (“IIG”) as the Sub-Advisor

IIG was the sub-advisor with respect to certain investments that the Company made in South America, including five of the 20 Watch List investments as of March 31, 2023. Since June 30, 2018, the Company has discovered, among other things, that IIG failed to provide the Company with complete and accurate information with respect to the investments for which IIG was the sub-advisor and, in 2017, sold the Company a $6 million participation in a loan to Nacadie (defined below) that did not exist. In November of 2019, the SEC charged IIG with fraud and revoked IIG’s registration. Shortly thereafter, IIG ceased all operations. A fund managed by IIG, which sold most of the participations to the Company, was placed into bankruptcy in January 2020. Subsequently, the Company filed a bankruptcy claim against the remaining assets of the estate.

The SEC charged IIG with fraud on November 21, 2019 and revoked IIG's registration as an investment adviser on November 26, 2019. On March 30, 2020, the SEC obtained a final judgment on consent that enjoins IIG from violating the antifraud provisions of the federal securities laws. On July 17, 2020, the SEC filed fraud charges against David Hu, one of IIG's co-founders, who was also charged by the U.S. Attorney's Office for the Southern District of New York in a parallel criminal action. On January 28, 2021, David Hu pled guilty to one count of securities fraud, one count of wire fraud, and one count of conspiracy to commit securities fraud and wire fraud. On April 13, 2021, the U.S. Attorney's Office for the Southern District of New York announced that Martin Silver, IIG's other co-founder, pled guilty to one count of conspiracy to commit investment adviser fraud, securities fraud, and wire fraud, one count of securities fraud, and one count of wire fraud for his role in overvaluing and selling fake loans to investors so IIG could collect management and performance fees. Also on April 13, 2021, the SEC filed a civil complaint against Martin Silver, asserting several claims that involve allegations of a string of frauds perpetrated by Mr. Silver and others at IIG in order to keep IIG afloat. IIG has ceased operations and the Company does not expect to receive any further reporting from IIG with respect to its outstanding investments. The Company is taking necessary steps, including legal action in some cases, in order to ascertain as much information as possible regarding these investments.

Most of the outstanding investments for which IIG was the sub-advisor were purchased from IIG TOF B.V., a Dutch Limited Liability Company advised by IIG. On December 11, 2019, a subsidiary of the Company filed an application in Amsterdam District Court to declare IIG TOF B.V. bankrupt. As set forth in the application for the Declaration of Bankruptcy, the Company and other creditors believe they have multiple due and payable claims against IIG TOF B.V. which IIG TOF B.V. has acknowledged it is unable to pay. On January 21, 2020, the Amsterdam District Court declared IIG TOF B.V. bankrupt and appointed a Dutch law firm as liquidator. The Company is seeking recovery of amounts due and payable to the Company with respect to the Participations it acquired from IIG TOF B.V. There can be no assurances as to when or if the Company will recover the amounts to which the Company believes it is entitled. Additional information regarding Watch List investments for which IIG was the sub-advisor with a fair value equal to or greater than 1.0% of the Company's net assets as of December 31, 2023 is presented below.

Compania Argentina de Granos

Between October 2016 and February 2017, the Company purchased two Participations in a trade finance facility originated by IIG TOF B.V., with Compania Argentina de Granos (“CAGSA”), as borrower. The Company purchased the initial Participation in October 2016 for $10,000,000 and subsequently increased the Participation by another $2,500,000 in February 2017. This facility was collateralized by two export contracts. CAGSA, an Argentine company, is mainly engaged in the trading of grain and oilseed and the distribution and processing of food ingredients. Due to unfavorable weather conditions, CAGSA was unable to make delivery of toasted soybean meal under the terms of its export contracts. As a result, it failed to pay IIG its outstanding principal due on June 30, 2018.

IIG previously informed the Company that it had been in active discussions with CAGSA and other CAGSA lenders to protect its rights under the credit facility. Additionally, IIG had previously informed the Company that IIG is a member of the creditors committee, which would determine all financial and restructuring options of CAGSA, which may include additional equity infusions by the existing shareholders. In February 2019, CAGSA disclosed that it had reached a preliminary settlement with its creditors. The administrator of IIG TOF B.V.’s bankruptcy proceedings in the Netherlands notified the Company that the settlement discussions with CAGSA’s creditors had resumed and were close to being finalized. The administrator indicated that the terms of the settlement being discussed are different from the terms that had been part of the preliminary settlement that had been reached in February 2019. The settlement is expected to result in the assumption of the entirety of CAGSA’s debt by its parent company, Molinos Cañuelas (“MolCa”), with a portion to be repaid over a ten-year period and the remaining portion to be repaid over a period of up to ten years from the proceeds of the sale of 62.5% of the outstanding interests in MolCa, which are expected to be pledged to the unsecured creditors of CAGSA and MolCa as part of the proposed settlement. The proposed changes to the settlement terms were less favorable to the Company with respect to its Participations than the terms of the preliminary settlement that had been reached in February 2019 (but was never finalized) and therefore, had a negative impact on the valuation of this investment, resulting in a reduction of approximately $180,000 during the year ended December 31, 2023. On September 27, 2021, MolCa and CAGSA filed for debt restructuring in the Argentinian bankruptcy court. On March 11, 2022, IIG TOF BV filed claims on behalf of the Company for the court to recognize the amounts due. The terms of the restructuring had been widely pre-approved by the creditors group prior to the filing. Therefore, the Company does not expect significant changes to the restructuring plan other than a delay in its implementation, which was further delayed to the end of June 2024. The Company may experience additional delays.

Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay and Algodonera Avellaneda S.A.

Between June 2016 and July 2016, the Company purchased two Participations in a trade finance facility originated by IIG TOF B.V., with Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay (“FRIAR”), an Argentine company that produces, processes and exports beef, as the borrower. In June 2017, IIG called a technical event of default due to non-payment by FRIAR. In an effort to seek repayment from FRIAR, IIG filed the promissory notes for FRIAR in the commercial court in Buenos Aires, Argentina.

In March 2017, the Company purchased a Participation in a trade finance facility originated by IIG TOF B.V., with Algodonera Avellaneda S.A. (“Algodonera”) as the borrower for $6,000,000. The loan agreement states that Vicentin has guaranteed the payments to be made by Algodonera under the facility. Algodonera is an Argentinian vertically integrated cotton business. IIG informed the Company that in June 2017, IIG called a technical default on Algodonera under the facility due to nonpayment of interest and on Vicentin under the payment guarantee due to the breach of informational covenants. Thereafter, IIG made a filing against Vicentin and Algodonera in the commercial court in Buenos Aires, Argentina on July 4, 2017.

In August 2019, the Company was informed by IIG’s legal counsel that the commercial court proceedings with FRIAR and Algodonera had been terminated due to the parties having reached a settlement. The Company obtained evidence that the settlement proceeds for all participant holders had been placed in an escrow account with a New York law firm. In January 2022, the largest participant holder with respect to claims against the escrow account filed an action in New York district court to release these funds to all the participant holders. In August of 2023, the court awarded the Company $4.6 million in proceeds from the escrow account. The creditors are now working with the IIG TOF B.V. Liquidator on further claims to satisfy the remaining debt owed.

Table of Contents

Sancor Cooperativas Unidas Limitada

In April 2016 the Company purchased two Participations in a trade finance facility originated by IIG TOF B.V., with Sancor Cooperativas Unidas Limitada (“Sancor”), an Argentine company that distributes dairy products, as the borrower. IIG had worked with Sancor to restructure the existing loan and extended the maturity to July 29, 2019, with an annual renewal option. Since February 2019, Sancor has announced the sale of certain of its assets, which allowed it to make some payments to creditors and maintain operations, but the Company has not received any payment as a result of those asset sales. As noted above, IIG has ceased operations and the Company has taken legal action in an attempt to recover amounts due. During the quarter ended December 31, 2020, the Company learned, in connection with certain court proceedings in the United States Bankruptcy Court for the Southern District of New York regarding a fund advised by IIG, that funds had been received in a New York bank account controlled by an affiliate of IIG and that such funds may include prior debt service payments by Sancor related to the Company’s interests in the Sancor trade finance facility. During the year ended December 31, 2021, the Company was able to obtain control of the assets in the bank account and determined that they should primarily be allocated to outstanding interest. Sancor is engaged in ongoing negotiations with its lenders regarding a debt restructuring, including discussions with the administrator of IIG TOF B.V.’s bankruptcy proceedings in the Netherlands. The Company is continuing to actively monitor this process and seek an assignment of the rights to the loans. During the year ended December 31, 2021, the Company received interest payments of approximately $700,000 and principal payments of approximately $198,000 from the borrower. The Company is cooperating with the lenders group in seeking a default judgement in a court in Argentina to take control of the collateral in an effort to facilitate negotiation with Sancor on settlement of the debt.

IIG Trade Opportunities Fund B.V.Receivable

In March 2017, the Company purchased a Participation from IIG TOF B.V. in what the Company at that time believed to be a trade finance facility originated by IIG TOF B.V., with Nacadie Commercial S.A. (“Nacadie”) as the borrower. The Company purchased the Participation in March 2017 for $6,000,000. In connection with the Company’s review of this investment during the third quarter of 2018, IIG informed the Company that IIG had misapplied the funds the Company had transmitted at the time the Company made this investment. As a result, IIG offered to refund the Company’s investment amount, including all accrued interest. However, IIG did not repay the Company for this Participation. As noted above, the Company knows that the Nacadie facility in which it purchased this Participation did not exist and the Company considers this asset to be a receivable from IIG TOF B.V. rather than a Participation in a trade finance facility.

As noted above, IIG TOF B.V. has been declared bankrupt in the Netherlands, and the Company is seeking to recover amounts to which it is entitled through the bankruptcy proceedings. The Company has applied a discount to the fair value based on the risk created by the uncertainty of the ultimate resolution of the Company’s attempt to recover amounts to which it is entitled through the bankruptcy proceedings in the Netherlands.

Investments through TransAsia Private Capital Ltd. (“TransAsia”) as the Sub-Advisor

Triton Metallics Pte. Ltd.

In November 2019, the Company made an investment in Triton Metallics Pte. Ltd. (“Triton”) totaling $16,456,270 in a trade finance facility. Triton is a Singapore based diversified commodities trading company. TransAsia informed the Company in early 2020 that due to the COVID-19 pandemic there have been constrained trading volumes. As a result, TransAsia then began working with the borrower to restructure the facility and a restructuring agreement was executed on August 17, 2020. We further amended the facility in June 2021, which reduced the interest rate from 11.5% to 6% PIK-only for a period of two years, in order to give Triton additional flexibility as it manages its business amidst the resurgence of the pandemic in Asia. The unpaid interest of $1,503,463 under the old trade finance facility has been capitalized and added to the outstanding principal balance as of the date of the new agreement. During the period of July 1, 2020 through August 16, 2020, $241,816 of interest income was recognized prior to the date the loan was restructured. During the year ended December 31, 2023, the borrower was able to modestly increase its trading business and is expected to resume debt service to the Company in late 2024.

Vikudha Malaysia Sdn Bhd

In March 2017, the Company provided a $15,000,000 term loan facility to Vikudha Malaysia Sdn Bhd (“Vikudha”). Vikudha is a trading and manufacturing company, founded in 2007, principally involved in procurement of fast-moving consumer goods and agricultural related products. The borrower company had strong performance through year-end 2019 and then was significantly impacted by COVID-19 and was unable to meet scheduled debt repayments due to commence. The facility was successfully restructured in November 2020, and able to service the debt until there was a resurgence of the pandemic in the Asia region and global supply chains continued to be disrupted. In June 2021, a six-month final maturity extension was granted to June 2023. During the second quarter of 2022, the local office of one of Vikudha’s local bank lenders filed a winding up petition against the company’s Hong Kong-based parent company and loan guarantor. The wind-up petition was postponed until November 2022 and is currently in the early stages of judicial process; however, based on the possibility of an enforcement, the Company issued a Reservation of Rights Letter to Vikudha in June 2022. In August 2022, the Company issued an Acceleration Notice to the borrower and Demand Notices to Corporate and Personal Guarantors. Once the winding up petition was granted by the Hong Kong court, the Company also filed proof of debt forms at the Hong Kong Receiver office to ensure legal rights are protected while continuing to work with the borrower on repayment of the debt. The borrower continues to seek additional equity and working capital as part of its efforts to rebuild its trading volumes; however, as this process has continued to be delayed, the probability of more negative scenarios, including ultimate liquidation, have increased. As a result, a negative valuation adjustment for the year ended December 31, 2023 of approximately $4,813,000 was recognized.

Table of Contents

Limas Commodities House Limited

In August 2017, the Company provided a $15,000,000 senior secured term loan facility to Limas Commodities House Limited (“Limas”), a Hong Kong-based company 100% owned by an Indonesian entrepreneur. Limas was established as a financing SPV for PT Limas Tunggal, an Indonesian resource trader, for the purpose of gaining better access to international banking and capital markets. As a resource trading company, demand for Limas’ products were significantly affected by the global pandemic, reflected in lower shipping volume in 2020 and early 2021. The Company’s sub-advisor provided $6 million of working capital to Limas, which secured additional collateral for the sub-advisor and the Company in the form of assignment of three claims won in Korean cases totaling $15,000,000. The collateral was assigned pro-rata, adding $13.4 million to the Company’s existing collateral pool. Due to the continued impact of COVID-19, in June 2020, the Company executed an extension of final maturity to June 2023. Subsequent to June 30, 2022, PT Limas Tunggal, the corporate guarantor of the Company’s facility, entered restructuring legal proceedings in Indonesia, and as a result, the Company issued an Acceleration Notice to the borrower and a Demand Notice to the Guarantor. The restructure legal proceedings concluded during the third quarter of 2022 which extended repayment of the debt and reduced the future interest rate from 11.5% to 10%. The borrower has progressed slowly towards materially ramping up its trading activity, with expectation of active shipments taking place in the first half of 2024. As a result of all of the above, a negative valuation adjustment during the year ended December 31, 2023 of approximately $356,000 was recognized.

Investments through Scipion Capital, Ltd. (“Scipion”) as the Sub-Advisor

Producam SA

Between March 2018 and June 2018, the Company purchased three Participations totaling $15,986,369 in a trade finance facility with Producam SA (“Producam”), a Cameroon based cocoa and coffee exporter, as the borrower. Repayment on these Participations has been slower than originally anticipated due to short run cash flow pressure on Producam. The original sub-advisor for this facility was Africa Merchant Capital Group (“AMC”). In the third quarter of 2018, AMC informed the Company that the borrower misapplied the proceeds from the sale of certain of its inventory to finance its own cash flow needs rather than repay the facility. AMC then began working with the borrower to restructure the facility to recover amounts due. In April 2021, Scipion replaced AMC as the sub-advisor with respect to Producam and has agreed to undertake efforts to liquidate the collateral underlying the facility in order to recover amounts due to the Company and the restructuring process is finalized. Under the new agreement, the loan was restructured with the interest rate reduced from 17.5% to 9.5% for the cocoa facility and 6.0% for the coffee facility retroactively to January 1, 2019. As part of the restructure, the Company included a PIK component which increased the principal amount. The fair value as a percentage of face value decreased during the year ended December 31, 2021 due to collections from completed cocoa and coffee shipments being slower than anticipated. As all interest was capitalized as part of the amendment, no interest remains outstanding as of the date of the new agreement. During the period from April 1, 2021 through April 14, 2021 (the date the loan was restructured), $49,014 of interest income was recognized. The Company is continuing to work with the borrower to process and sell the remaining coffee, as well as continuing with the legal claim through the UK courts against the collateral manager.

Mac Z Group SARL

Between July 2016 and April 2017, the Company purchased nine Participations totaling $9,000,000 in a trade finance facility with Mac Z Group SARL (“Mac Z”), a scrap metal recycler, as the borrower. Mac Z is located in Morocco. The primary collateral securing this Participation was 1,970 tons of copper scrap. In late October 2017, Scipion’s designated collateral manager for Mac Z notified Scipion of an investigation into a 1,820 ton, approximately $13.3 million, shortage of copper scrap inventory physically held in the warehouse. The copper scrap is pledged to the Company and serves as the primary collateral for this Participation. The missing inventory led the Company to place Mac Z on the Watch List and on non-accrual status.

In addition to conducting its investigation, Scipion issued an event of default and has taken steps to enforce the corporate guarantee, personal guarantee and relevant pledges made for the benefit of Scipion with respect to the facility, which include two insurance policies. Scipion has placed a blocking notice on all of Mac Z’s bank accounts and has requested a freeze order from the Moroccan local courts on the physical assets of the company. Since the initial discovery and actions, Mac Z sold remaining inventory and the Company was paid interest of approximately $330,000 in January 2018 and $292,000 during the first week April 2018.

A judgment was received on December 18, 2017, in English court ordering the borrower and the corporate guarantor to make payment. In parallel to its recovery plan with respect to Mac Z, Scipion informed the Company that it has received a judgment in its favor with respect to its claim against the collateral manager under its professional indemnity insurance policy, which covers up to $40 million in losses. During the fourth quarter of 2020, $9,377,199 from a settlement under this insurance policy was received by the Company. The policy covered the copper scrap that was lost. The remaining copper scrap is being stripped and processed and currently expected to cover its principal value. The Company received approximately $27,000 in proceeds from the sale of the copper scrap during the first quarter of 2022 and continues to pursue options for sale of the remaining copper scrap.

Investments through Barak Fund Management Ltd. (“Barak”) as the Sub-Advisor

Multiple ICD (Kenya) Limited

In July 2017, the Company purchased a $15,000,000 Participation in a term loan facility with Multiple ICD (Kenya) Ltd ("MICD"), an inland container depot storage and warehousing company. Repayment on this position has been slower than originally anticipated due initially to unfavorable local industry dynamics at the Port of Mombasa, which were further complicated by the COVID-19 pandemic. Barak has been actively seeking to restructure the loan facility with MICD and its other lenders. Although progress had stalled, negotiations are currently active again. However, the loan is no longer on standstill as the lenders are requiring additional progress in order to renew it. The ongoing uncertainty regarding the restructuring has continued to increase the probability that MICD may be liquidated. As a result, a negative valuation adjustment for the year ended December 31, 2023 of approximately $2.0 million was recognized.

Table of Contents

Investments through Origin Capital Ltd. (“Origin”) as the Sub-Advisor

Agilis Partners

In 2018, the Company originally provided financing totaling approximately $10,968,000 to Agilis Partners ("Agilis"), a Ugandan company engaged in the farming, storage, processing, and trading of maize, soybean, and sunflower seeds through Scipion. This financing was refinanced into a new loan through Origin, in July 2021 as part of a broader financial restructuring. Repayment on the facility has been slower than originally anticipated due to ongoing liquidity challenges of the borrower, as well as record drought conditions in Uganda. The Company and Origin agreed to a deferral of Agilis’ March 2022 interest payment and are actively working with the borrower on solutions to increase working capital, manage other creditor relationships and improve the overall financial condition of the borrower. Origin, the borrower and the Company are in the late stages of finalizing a restructure of the loans.

Other Investments

Usivale Industria E Commercio Ltda

In December 2013, the Company made an investment in Usivale Industria E Comercio, Ltda. (“Usivale”), a sugar processing company located in Brazil, comprised of two senior secured term loans for an aggregate loan amount of $2,500,000. During 2016, Usivale entered into a judicial recovery process that resulted in an approved repayment plan on October 7, 2016. The Company received regular annual interest payments for 2017 and 2018. Unfortunately, Usivale continued to have challenges and was not able to make any payments thereafter. Usivale is currently not complying with the payment obligations under the above mentioned judicial recovery process. The Company has been negotiating a potential restructuring of the loan to support the sustainability of Usivale, including engaging industry and financial consultants to that effect. The judge responsible for the bankruptcy proceedings of Usivale asked the Company and Usivale to seek an agreement on a potential restructuring to be submitted to a creditors meeting held in June 2022. The judge overseeing the judicial restructuring urged Usivale and the Company to come to an agreement to avoid liquidation of the company. Usivale and the Company completed a settlement agreement in the second quarter of 2022. Terms of the settlement require Usivale to make an upfront payment of $10,000 and $200,000 per year for 5 years, for expected repayments totaling $1,010,000. The new settlement agreement requires assignment of new collateral that would shift the repayment risk to a receivable from SucDen, one of the world's largest traders of sugar. As the SucDen contract is Usivale's most important, execution risk on the settlement amount is expected to be lower. The first and second partial installments were received on January 19, 2023 and December 18, 2023, respectively.

TriLinc Peru S.A.C. (formerly known as Kinder Investments, Ltd.)

In December 2018, as part of a restructuring, the Company assigned its loan exposure in Corporacion Prodesa S.R.L. to Kinder Investments, Ltd. (“Kinder”), a private equity investment vehicle. After a successful start with new ownership in 2019, the borrower faced significant obstacles associated with loss of business volume due to point of sale closings due to the Covid-19 pandemic and subsequent rising raw material prices, challenging operating performance. From the onset of the pandemic through most of 2022, Kinder continued supporting the business with shareholder capital. During the fourth quarter of 2022, Kinder agreed to a settlement with the Company for consensual enforcement of the Company’s collateral, principally real estate, as part of a distressed sale whereby Kinder sold the underlying operating company, Prodesa, to another party.

Going forward, the Company owns a Peruvian company, TriLinc Peru S.A.C., which itself owns the real estate previously held as collateral under the prior loan agreement and is receiving monthly rental income. In recognition of the settlement and consensual collateral enforcement, a decline in the fair value of approximately $127,000 was recognized during the year ended December 31, 2023. The Company also recognized approximately $110,000 in net rental income during the year ended December 31, 2023.

Ecsponent Holdings, Ltd.

In December 2017, TriLinc made a $4.74 million investment in Ecsponent Holdings, Ltd. (“Ecsponent”) to finance SMEs and provide fee-based services to entrepreneurs based in Botswana through the borrower’s Business Credit Unit. Subsequently, during the third quarter of 2020, Ecsponent announced that its board of directors had launched a forensic investigation into the use of proceeds for various financial transactions executed by its former management, including the Company’s investment. The combination of misapplied financing transactions and significant poor performance by other business units of the group, caused Ecsponent to seek deferment of its interest payments while it sought additional fund raising to financial and liquidity challenges, which the Company granted in the fourth quarter of 2020. However, the Covid-19 pandemic economic environment delayed several of the borrower’s plans and initiatives.

Throughout the first three quarters of 2022, the Company worked closely with the CEO of the group of companies, which Ecsponent is a part of, and several of its existing creditors as part of a potential restructuring. During the fourth quarter of 2022 and the first quarter of 2023, one of the key companies in the borrower’s group was placed into judicial management, which materially increased the risk of liquidation for itself and Ecsponent. The Company remains in close contact with Ecsponent’s CEO, the group’s creditors and judicial administrators in Bostwana to reach an agreement, which the Company expects to progress in future quarters. During 2023, conversations have continued with Ecsponent’s CEO about the best way to restructure the loan, possibly into a new entity, and an insurance claim is underway through the Company’s sub-advisor, Scipion. As a result of the significantly increased risk of creditor actions which could lead to a liquidation of Ecsponent, a negative valuation adjustment during the year ended December 31, 2023 of approximately $279,000 was recognized.

Equity Participation in Cocoa Transaction (formerly known as Alfa Systems and Commodity Company Limited and Courtyard Farms Limited)

Since December 2017, the Company made investments through Africa Global Trade Finance Ltd. (“AGTF”) in Alfa Systems and Commodity Company Limited (“Alfa”) and Courtyard Farms Limited (“Courtyard”), cocoa trading companies located in Nigeria, comprised of multiple trade finance participations for an outstanding aggregate amount of approximately $1,074,000 and $929,000, respectively, prior to the settlement in 2023.

The two borrowers were significantly impacted by COVID-19 and were not able to meet scheduled debt repayments since mid-2019. Due to the delays in the repayments, the Company, along with other lenders in the lending group, entered into a settlement agreement for the outstanding amount and termination of the transaction with the borrowers during the year ended December 31, 2023. With respect to the agreement, the Company plans to combine them as one equity participation and trade the collateral through a local agent. The Company owns 34.02% of the total settlement and has completed one trade. The Company expects to complete the remaining trades over the next 24 to 36 months. Due to the currently high prices of cocoa, there was not a fair value adjustment in the fourth quarter of 2023.

Worldwide Investments and Representations Winrep S.A. and Vannapack S.A.

In the beginning of 2023, the Company made investments through Working Capital Associates, LLP (“WCA”) in Worldwide Investments and Representations Winrep S.A. and Vannapack S.A. (“WinRep”), a frozen fish and seafood company located in Ecuador, comprised of three trade finance participations for an aggregate amount of $5,400,000.

In March 2023, WinRep started experiencing liquidity issues due to problems related to its main offtake market in China. The Company, through WCA, made several attempts to support WinRep through debt restructuring, which were rejected by WinRep. WinRep’s financial situation worsened, and the Company decided to sign a Loan Purchase and Elevation Agreement dated as of September 28, 2023, to take over direct responsibility of the loan from WCA. The Company is currently evaluating several recovery strategies, including the liquidation of the Ecuadorian trust holding the security.

Qintess Tecnologia e Participacoes Ltda

Beginning in June 2019, the Company made investments through TRG Management LP. (“TRG”) in Qintess Tecnologia e Participacoes Ltda. (“Qintess”), an IT service provider located in Brazil, comprised of two term loan participations for an outstanding aggregate amount of approximately $22,557,000 prior to the settlement agreement in 2023 described below.

In the beginning of 2023, Qintess started experiencing liquidity issues and delaying scheduled repayments. The Company, through TRG, made an attempt to support Qintess through debt restructuring and entered into a settlement agreement for the outstanding amount in August 2023. Through the restructuring, multiple classes of convertible notes were issued to the Company. The principal amounts of those notes are convertible into Class A and B units representing membership interests in Qintess Global, LLC, a newly formed Delaware limited liability company that holds 100% of the equity of Qintess. Although Qintess has not yet achieved positive EBITDA or cash flow, the restructuring, cost-cutting efforts and new contracts have resulted in improved performance for Qintess. As Class A units are super senior, there was a fair value increase in the amount of $176,370 for the fourth quarter of 2023. The principal outstanding is approximately $21,378,000 as of December 31, 2023.

Table of Contents

Interest Receivable

Depending on the specific terms of our investments, interest earned by us is payable either monthly, quarterly, or, in the case of most trade finance investments, at maturity. As such, some of our investments have up to a year or more of accrued interest receivable as of December 31, 2023. Our interest receivable balances at December 31, 2023 and 2022 are recorded at net realizable value. In addition, certain of our investments in term loans accrue deferred interest, which is not payable until the maturity of the loans. Accrued deferred interest included in the interest receivable balance as of December 31, 2023 and 2022 amounted to approximately $897,000 and $2,407,000, respectively.

Results of Operations

Consolidated operating results for the years ended December 31, 2023 and 2022 are as follows:

	Year Ended
	December 31, 2023			December 31, 2022
Investment income
Interest income	$	15,847,343		$	27,308,389
Interest from cash		2,371			3,481
Total investment income		15,849,714			27,311,870
Expenses
Asset management fees		5,539,005			6,489,991
Incentive fees		—			3,151,543
Professional fees		5,794,194			6,000,564
General and administrative expenses		1,252,473			5,370,999
Interest expense		2,097,564			221,778
Board of managers fees		257,500			257,500
Total expenses		14,940,736			21,492,375
NET INVESTMENT INCOME		908,978			5,819,495
Net change in unrealized appreciation (depreciation) on investments		14,738,290			(34,855,545	)
Net realized losses on investments		(15,238,313	)		(4,417,913	)
Foreign exchange gain		5,644			—
NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	414,599		$	(33,453,963	)

Revenues

For the years ended December 31, 2023 and 2022, total investment income amounted to$15,849,714 and $27,311,870, respectively. Interest income decreased by approximately $11,462,156 during 2023, primarily due to the annualized impact of certain non-performing positions having been previously put on non-accrual status, credit losses from interest receivables and more non-performing positions that were newly put on non-accrual status in 2023.

Table of Contents

During the year ended December 31, 2023, $4,164,281 or 26.3% of the interest income earned came from loan and trade finance participations and $11,683,062 or 73.7% came from direct loans. In addition, we earned $2,371 in interest income on our cash balances.

During the year ended December 31, 2022, $13,812,090 or 50.6% of the interest income earned came from loan and trade finance participations and $13,496,298 or 49.4% came from direct loans. In addition, we earned $3,481 in interest income on our cash balances.

Expenses

Total operating expenses, excluding the asset management and incentive fees, incurred for the year ended December 31, 2023 decreased by approximately $2,449,000 to $9,401,731 from $11,850,841 for the year ended December 31, 2022. The decrease was primarily due to a combination of the following: (i) a write-off of due from affiliates in the amount of approximately $4,240,000 during fiscal year 2022 and (ii) an increase in interest expense of approximately $1,876,000 in 2023 in connection with arrangements under the credit facilities, including the amortization of debt issuance costs of approximately $1,015,000.

For the years ended December 31, 2023 and 2022, the asset management fees amounted to $5,539,005 and $6,489,991, respectively. The incentive fees for the years ended December 31, 2023 and 2022 amounted to $0 and $3,151,543 respectively. The decrease in incentive fees is primarily because the Advisor determined to voluntarily waive all performance fees for fiscal year 2023.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments.

We measure net realized gains or losses by the difference between the net proceeds from the repayment or sale of an investment and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment fair market values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. We recorded net realized losses of $15,238,313 and $4,417,913 for the years ended December 31, 2023 and 2022. We recorded net change in unrealized gains of $14,738,290 and net change in unrealized losses of $34,855,545 for the years ended December 31, 2023 and 2022, respectively. The net change in unrealized gains for the year ended December 31, 2023 was mainly due to the fact that a large portion of the unrealized gains resulted from a reclassification to realized losses due to loan restructuring and a write-off of an investment.

Financial Condition, Liquidity and Capital Resources

As of December 31, 2023, we had approximately $1 million in cash. We generate cash primarily from cash flows from interest, dividends and fees earned from our investments and principal repayments, proceeds from sales of our investments and from sales of promissory notes, proceeds from issuance of notes payable, and proceeds from private placements of our units. We may also generate cash in the future from debt financing. Our primary use of cash will be to make loans, either directly or through participations, payments of our expenses, payments on our notes and any other borrowings, and cash distributions to our unitholders. We expect to maintain cash reserves from time to time for investment opportunities, working capital and distributions.

The following discussions provide additional detail regarding our cash flows.

Cash Flows from Operating Activities

Cash flows from operating activities for the year ended December 31, 2023 increased by $13.1 million compared to the prior year. This increase is primarily the result of an increase of $21.5 million in the proceeds from disposition of investments versus the prior year. This was partially offset by an increase of 5.7 million in the purchase of investments. Additionally, management and incentive fees paid during the year ended December 31, 2023 decreased compared to the prior year, primarily resulting from the decline of incentive fees as they were voluntarily waived by the Advisor for fiscal year 2023.

Cash Flows Used in Financing Activities

Cash flows used in financing activities for the year ended December 31, 2023, increased by $24.3 million compared to the prior year. The increase is primarily attributable to the net effect of the following: (i) an increase in repayments of notes payable by $13.0 million received from the issuance of a new notes payable during 2022, (ii) a decrease of $18.0 million in proceeds from issuance of notes payable due to the fact that the Company did not issue any new notes payable in 2023 and (iii) a decrease in net distributions paid to unitholders by $5.8 million. These changes reflect the increased liquidity challenges impacting our portfolio and resulted from the decline in the Company’s NAV during 2023.

Debt Financings and Financing Obligations

We may borrow funds to make investments. We have not decided to what extent going forward we will finance portfolio investments using debt or the specific form that any such financing would take, but we believe that obtaining financing is necessary for us to fully achieve our long-term goals. We have been, and still are, actively seeking further financing through both development banks and several commercial banks. Accordingly, we cannot predict with certainty what terms any such financing would have or the costs we would incur in connection with any such arrangement. On August 7, 2017, TGIFC issued $5 million in the first of a Series 1 Senior Secured Promissory Notes private offering to State Street Australia Ltd ACF Christian Super (“Christian Super”). On December 18, 2018, TGIFC issued $5 million of Series 2 Senior Secured Promissory Notes to Christian Super. TGIFC repaid the CS Note in full in January 2022. On November 3, 2022, the Company entered into a transaction with an unrelated financial institution, whereby, it sold a $5.0 million participation interest in one of its term loan positions and agreed to repurchase the participation 135 days after the transaction date at a price equal to the sum of the original sales price plus accrued interest calculated at a simple 10% annualized rate. On November 22, 2022, TGIFC entered into two Facility Agreements (the "Facility Agreements") with DEG - Deutsche Investitions- und Entwicklungsgesellschaft mbH ("DEG") and BlueOrchard Microfinance Fund ("BlueOrchard") as Lenders. Pursuant to the Loan Documents, each of DEG and BlueOrchard will provide a loan with a principal amount of up to $25 million, for an aggregate principal amount of up to $50 million (the “Credit Facility”). As of December 31, 2022, we had approximately $17 million in total debt outstanding, net of debt issuance costs, with a debt to equity ratio of 6.0%. As of December 31, 2023, we had no debt outstanding. See "Notes to Consolidated Financial Statements - Note 7. Notes Payable."

Table of Contents

Company Strategy

Although the Company has a perpetual duration, it disclosed previously that if the Company did not consummate a liquidity event by August 25, 2021, it would commence an orderly liquidation of its assets unless a majority of the board of managers, including a majority of the independent managers, determined that liquidation is not in the best interests of the Company’s unitholders. Following the completion of a review process, in May 2021, the board of managers, including all of the independent managers, determined that a liquidation was not in the best interests of the Company’s unitholders and approved the continuation of the Company’s operations through at least August 26, 2022. In August 2022, the board of managers again determined that a liquidation is not in the best interests of the Company's unitholders. The board of managers and management believe that it is in the best interests of the Company's unitholders to continue its operations and to pursue leverage and other alternatives to stabilize the Company's portfolio and NAV through December 31, 2024.

Distributions

We have paid monthly distributions commencing with the month beginning July 1, 2013 until December 31, 2022. For the year ended December 31, 2023, we paid distributions to unitholders for the months of January through June 2023, but we did not pay the distributions on our regular cadence and instead paid some of the distributions months after the month to which the distributions related. We have not resumed the payment of regular monthly distributions, but paid special distributions to unitholders in February 2024. See "Notes to Consolidated Financial Statements - Note 11. Subsequent Events."

From time to time, we may also pay interim distributions at the discretion of our board. Distributions are subject to the board of managers’ discretion and applicable legal restrictions and accordingly, there can be no assurance that we will make distributions at a specific rate or at all. Distributions are made on all classes of our units at the same time. The cash distributions received by our unitholders with respect to the Class C units, Class W units and certain Class I units, are and will continue to be lower than the cash distributions with respect to Class A and certain other Class I units because of the distribution fee relating to Class C units, the ongoing dealer manager fee relating to Class W units and Class I units issued pursuant to a private placement and the ongoing service fee relating to the Class W units, which are expenses specific to those classes of units. Amounts distributed to each class are allocated among the unitholders in such class in proportion to their units. Distributions are paid in cash or reinvested in units, for those unitholders participating in the Distribution Reinvestment Plan. For the year ended December 31, 2023, we paid a total of $10,522,961 in distributions, comprised of $9,462,268 paid in cash and $1,060,693 reinvested under our Distribution Reinvestment Plan.

Related Party Transactions

For the years ended December 31, 2023 and 2022, the Advisor earned $5,539,005, and $6,489,991, respectively, in asset management fees and $0 and $3,151,543, respectively, in incentive fees.

From our inception through December 31, 2017, under the terms of the Second Amended and Restated Operating Expense Responsibility Agreement by and among us, the Advisor and the Sponsor (the “Responsibility Agreement”), the Sponsor assumed substantially all of our operating expenses. Our Sponsor did not assume any of our operating expenses subsequent to December 31, 2017. From the inception of the Company through December 31, 2017, pursuant to the terms of the Responsibility Agreement, the Sponsor paid approximately $12,421,000 of our operating expenses, asset management fees, and incentive fees and planned to reimburse to the Company an additional $4,240,231 of operating expenses, which had been paid by the Company as of December 31, 2017. Effective as of December 31, 2022, we, the Sponsor and the Advisor agreed to terminate the Responsibility Agreement and extinguish all amounts due thereunder, effective as of the fourth quarter of 2022.

Table of Contents

Legal Proceedings

As of December 31, 2023, the Company was not a party to any legal proceedings.

Critical Accounting Policies and Use of Estimates

In preparing our Consolidated Financial Statements in accordance with GAAP and pursuant to the rules and regulations promulgated by the SEC, we make assumptions, judgments and estimates that can have a significant impact on our net income/loss and affect the reported amounts of certain assets, liabilities, revenue and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and discuss our critical accounting policies and estimates with the audit committee of our board of managers. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.

There have been no significant changes to our critical accounting policies, estimates and judgments during year ended December 31, 2023, compared to the critical accounting policies, estimates and judgments disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2022.

The preparation of financial statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the amounts reported in the financial statements. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates. In particular, economic conditions globally remain challenging, particularly for advanced economies, due to inflation and the dramatic rise in interest rates. Additionally, many of the Company’s borrowers were negatively affected by higher operating costs and supply chain issues that began in 2020 with the onset of the COVID-19 pandemic, which were further exacerbated by the conflict between Russia and Ukraine. Fortunately, most supply side conditions normalized in 2023, providing some economic relief to borrower companies. However, the combination of pandemic period effects, in many cases, had devastating and long-lasting impacts on the businesses, financial condition and results of operations of several borrower companies. The full extent to which the pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including fair value measurements, will depend on future developments that are highly uncertain and difficult to predict. These developments include, but are not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or address its impact, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume.

Revenue Recognition

The Company records interest income on an accrual basis to the extent that we expect to collect such amounts. Following the initial accrual of interest income, receivable balances are adjusted to reflect their net realizable value at each reporting date. The Company determines the net realizable value using the same methodologies used to determine the fair value of investments. Structuring, upfront and similar fees are recorded as a discount on investments purchased and are accreted into interest income, on a straight line basis, which we have determined not to be materially different from the effective yield method.

The Company records prepayment penalties for loans and debt securities paid back to us prior to the maturity date as interest income upon receipt.

The Company generally places loans on non-accrual status when there is a reasonable doubt that principal or interest will be collected. If, however, management believes the principal and interest will be collected, a loan may be left on accrual status during the period the Company is pursuing repayment of the loan. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment of the financial condition of the borrower. Non-accrual loans are generally restored to accrual status when past due principal and interest is paid and, in our management’s judgment, is likely to remain current over the remainder of the term.

Valuation of Investments

The Company accounts for all of its investments at fair value with changes in fair value recognized in the consolidated statement of operations. Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has categorized its investments into a three-level fair value hierarchy as discussed in Note 2.

Most of the Company’s investments are loans to private companies, which are not actively traded in any market and for which quotations are not available. For those investments for which market quotations are not readily available, or when such market quotations are deemed by the Advisor not to represent fair value, the Company’s board of managers has approved a multi-step valuation process to be followed each fiscal quarter, as described below:

Each investment is valued by the Advisor on a quarterly basis;

Table of Contents

Materiality is assessed quarterly on all investments to determine whether an independent review is appropriate. The Advisor engages a third-party valuation firm to conduct an independent review of the reasonableness of the Advisor’s internal estimates of fair value on all term loans and trade finance watch list investments, and to provide an opinion of whether they concur with the Advisor’s analysis. The independent assessment occurs on a discretionary basis based on qualifications that takes into account both quantitative thresholds and qualitative considerations, as determined by the Advisor. The analysis performed by the independent valuation firm was based upon data and assumptions provided to it by the Company and received from third party sources, which the independent valuation firm relied upon as being accurate without independent verification. The results of the analyses performed by the independent valuation firm are among the factors taken into consideration by the Company and its management in making its determination with respect to the fair value of such investments, but are not determinative. The Company and its management are solely and ultimately responsible for determining the fair value of the Company’s investments in good faith;

The audit committee of the Company’s board of managers reviews and discusses the preliminary valuation prepared by the Advisor and any report rendered by the independent valuation firm; and

The board of managers discusses the valuations and determines the fair value of each investment in the Company’s portfolio in good faith based on the inputs which include but are not limited to, inputs of the Advisor, the independent valuation firm and the audit committee. The Company and its board of managers are solely and ultimately responsible for the determination, in good faith, of the fair value of each investment.

Below is a description of factors that the Company’s board of managers may consider when valuing its investments.

Any potential valuation adjustments are subject to a materiality threshold as determined by the Advisor. Due to the fact that all non-Watch List investments are performing loans, with no macroeconomic indicator or other event observed that would reasonably be expected to have a material impact on the underlying performance or collateral value of the investment, most of these investments have a fair value that that does not deviate materially from amortized cost. If, pursuant to the Company’s quarterly review, the Company determines that one or more material valuation adjustments are appropriate, then the Company adjusts the fair value. Historically, in most cases when these adjustments have resulted in a fair value that is materially different from amortized cost, it has resulted in the Company’s determination to place the investment on the Watch List.

Fixed income investments are typically valued utilizing a market approach, income approach, collateral based approach, or a combination of these approaches (and any others, as appropriate). The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including the sale of a business) and is used less frequently due to the private nature of our investments. The income approach uses valuation techniques to convert future amounts (for example, interest and principal payments) to a single present value amount (Discounted Cash Flow or “DCF”) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts. For Watch List investments, we may use a collateral based approach (also known as a liquidation or net recovery approach). The collateral based approach uses estimates of the collateral value of the borrower’s assets using an expected recovery model. When using the collateral based approach, the Company determines the fair value of the remaining assets, discounted to reflect the anticipated amount of time to recovery and the uncertainty of recovery. The Company also may make further adjustments to account for anticipated costs of recovery, including legal fees and expenses. In following a given approach, the types of factors that the Company may take into account in valuing our investments include, as applicable:

•

Macro-economic factors that are relevant to the investment or the underlying borrower

•

Industry factors that are relevant to the investment or the underlying borrower

•

Historical and projected financial performance of the borrower based on most recent financial statements

•

Borrower draw requests and payment track record

•

Loan covenants, duration and drivers

•

Performance and condition of the collateral (nature, type and value) that supports the investment

•

Sub-Advisor recommendation as to possible impairment or reserve, including updates and feedback

•

For participations, our ownership percentage of the overall facility

•

Key inputs and assumptions that are believed to be most appropriate for the investment and the approach utilized

•

Applicable global interest rates

•

Impact of investments placed on non-accrual status

With respect to warrants and other equity investments, as well as certain fixed income investments, the Company may also look to private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies, option pricing models or industry practices in determining fair value. The Company may also consider the size and scope of a portfolio company and its specific strengths and weaknesses, as well as any other factors we deem relevant in measuring the fair values of its investments.

Table of Contents

Recent Accounting Pronouncements

See Note 2 to the Company’s accompanying Consolidated Financial Statements for a description of recent accounting pronouncements and its expectation of their impact on the Company’s results of operations and financial condition.

Subsequent Events

Please see “Notes to Consolidated Financial Statements—Note 11. Subsequent Events.”

Table of Contents

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS

See the Consolidated Financial Statements beginning on page F-1.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control involves maintaining records that accurately represent our business transactions, providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization, and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be detected or prevented on a timely basis.

Because of its innate limitations, internal control over our financial statements is not intended to provide an absolute guarantee that a financial statement misstatement can be detected or prevented. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in condition, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation and those criteria, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

ITEM 9B. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the year ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Table of Contents

PART III

ITEM 10. DIRECTORS, OFFICERS AND CORPORATE GOVERNANCE.

Board of Managers

We operate under the direction of our board of managers, whose members are accountable to us and to our unitholders as fiduciaries. The board is responsible for the direction and control of our affairs. The board has engaged our Advisor to manage our day-to-day affairs and our portfolio of investment assets, subject to the board’s supervision. Because of the conflicts of interests created by the relationships between us and our Advisor and its affiliates, certain of the responsibilities of the board have been delegated to a committee comprised exclusively of independent managers.

We currently have five managers on our board of managers, three of whom are independent of us, our Advisor, our Sponsor and our respective affiliates. Our full board of managers has determined that each of our independent managers is independent in accordance with our operating agreement. Our operating agreement defines an “independent manager” as a person who has not been, directly or indirectly associated with our Sponsor or the Advisor within previous two years by virtue of:

•

ownership interests in our Sponsor, our Advisor or any of their affiliates, other than any compensation received for being a manager or director as permitted below;

•

employment by our Sponsor, our Advisor or any of their affiliates;

•

service as an officer, director or manager of our Sponsor, our Advisor or any of their affiliates, other than as a manager or director for us and up to two other funds organized by our Sponsor or advised by our Advisor with securities registered under the federal securities laws;

•

performance of services, other than as our manager; or

•

maintenance of a material business or professional relationship with our Sponsor, our Advisor or any of their affiliates.

We refer to our managers who are not independent as our “affiliated managers.” Our operating agreement sets forth the material business or professional relationships that cause a person to be affiliated with us and therefore not eligible to serve as an independent manager. A business or professional relationship is per se material if the prospective independent manager received more than five percent of his or her annual gross income in the last two years from our Sponsor, our Advisor or any affiliate of our Sponsor or our Advisor, or if more than five percent of his or her net worth, on a fair market value basis, has come from our Sponsor, our Advisor or any affiliate of our Sponsor or our Advisor.

The board of managers may increase the number of managers and fill any vacancy on the board of managers, whether resulting from an increase in the number of managers or otherwise. Any vacancies on our board of managers may be filled only by the affirmative vote of a majority of the remaining managers in office, even if the remaining managers do not constitute a quorum. Any replacements for vacancies among the independent managers will be nominated by the remaining independent managers. In addition, our unitholders, by a majority vote, may remove a manager and elect a new manager.

Our managers are accountable to us and to our unitholders as fiduciaries. This means that each manager must perform his or her duties in good faith and in a manner that each manager considers to be in our best interest and in the best interests of the unitholders. Our managers have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Company and will not employ or permit another to employ such funds or assets in any manner except for the exclusive benefit of the Company. Further, our managers must act with such care as a prudent person in a similar situation would use under similar circumstances, including exercising reasonable inquiry when acting. However, our managers are not required to devote all of their time to our business and must devote only that portion of their time to our business as the reasonable execution of the duties shall require. We do not expect that our managers will be required to devote a significant portion of their time to us in discharging their duties.

In addition to meetings of the various committees of the board, which committees we describe below, we expect our board of managers to hold at least four regular board meetings each year. During 2023, the board of managers held 4 meetings. Our board has the authority to pay compensation to independent managers in connection with services rendered to us in any other capacity.

Table of Contents

Managers and Executive Officers

As of the date of this report, our managers and executive officers and their positions and offices are as follows:

Name	Age	Position
Gloria S. Nelund	62	Chairman of our Board of Managers, Chief Executive Officer, President and Affiliated Manager
Brent L. VanNorman	63	Chief Compliance Officer and Affiliated Manager
Scott T. Hall	53	Chief Operating Officer
Mark A. Tipton	64	Chief Financial Officer
Paul Sanford	48	Chief Investment Officer
Terry Otton	70	Independent Manager
Cynthia Hostetler	60	Independent Manager
R. Michael Barth	74	Independent Manager

Gloria S. Nelund, Chairman, President and Chief Executive Officer

Gloria S. Nelund has served as our Chairman and Chief Executive Officer since our formation in April 2012 and became our President in December 2014. In addition, she has served as the Chairman and Chief Executive Officer of our Advisor since its formation in April 2012, President of our Advisor from December 2014 to August 2019, Chief Compliance Officer of our Advisor from November 2013 to February 2019, the Chairman and Chief Executive Officer of our Sponsor since its formation in August 2008, President of our Sponsor from December 2014 to October 2015 and Chief Compliance Officer of our Sponsor from November 2013 to February 2019.

From October 2006 until August 2008, Ms. Nelund served as the President and founder of Titus Development Group, LLC, a consulting firm focusing on strategy development, business planning and launch for start-up companies, as well as growth planning for small to mid-sized firms. Prior to founding Titus Development, LLC, Ms. Nelund spent her career as a high-level executive in the international Asset Management Industry. Most recently, Ms. Nelund served as Head of the U.S. Private Wealth Management Division at Deutsche Bank, the world’s fifth largest financial institution. In this capacity, Ms. Nelund held fiduciary responsibility for more than $50 billion in investment assets, including more than $20 billion in emerging markets and credit instruments. In addition to this role, Ms. Nelund served as the only female member of the Global Private Wealth Management Executive Committee. Ms. Nelund served as the Managing Director of Scudder Kemper Investments prior to its purchase by Deutsche Bank.

Prior to her tenure at Deutsche Bank, Ms. Nelund spent 16 years as an executive at Bank of America/Security Pacific Bank, most notably as President and CEO of BofA Capital Management, Inc., an investment management subsidiary managing $35 billion in assets for both retail and institutional investors. In addition to managing fixed income and equity mutual funds in both the U.S. and internationally, Ms. Nelund’s division was responsible for managing assets on behalf of public funds, common trust funds and corporate funds. Ms. Nelund also spent five years as Manager of Worldwide Sales and Marketing of BofA Global Asset Management and three years as CEO of InterCash Capital Advisors, Inc., a $15 billion investment management subsidiary of Security Pacific Bank.

Ms. Nelund has been a pioneer in the development of social impact products for institutional and high net worth investors. While at Scudder, she supported the development and growth of one of the industry’s first socially responsible investment (SRI) products. In addition, Ms. Nelund was instrumental in making Deutsche Bank a major institutional supporter of microcredit, creating multiple programs for Private Wealth Management clients.

Ms. Nelund brings to us more than 40 years of experience in executive management of financial institutions, as well as deep expertise in the creation, sales and distribution of financial products within the wealth management community.

In addition to her activities with TriLinc, Ms. Nelund is an Independent Trustee for the Victory Funds, a mutual fund complex with over $50 billion in assets under management. She is also a life-long supporter of development-oriented philanthropic causes. While at Deutsche Bank, Ms. Nelund served on the Board of the Deutsche Bank Americas Community Development Group, with responsibility for providing loans, investments, and grants to targeted organizations throughout the U.S. and Latin America. She has also volunteered as a teacher of at-risk youth in the Los Angeles Unified School District and the YMCA of Los Angeles. Ms. Nelund is involved with not-for-profit organizations and actively supports entrepreneurship, research and education. She is an active speaker and guest lecturer on Impact Investing at conferences and several top business schools, including Wheaton, Kellogg, and the Massachusetts Institute of Technology. Ms. Nelund attended the University of Dayton in Dayton, Ohio and she is a graduate of the University of Virginia Colgate Darden Graduate School’s Sales and Marketing Executives Program.

We believe that Ms. Nelund’s qualifications to serve as Chairman of our board of managers include her over 40 years of experience in the international asset management industry, including significant experience serving as CEO of multiple investment institutions. In addition, her experience as a pioneer in the development of social impact products for institutional and high net worth investors affords her a unique perspective on the evolving world of impact investing and these insights will be valuable to us.

Table of Contents

Brent L. VanNorman, Esq., CPA, Chief Compliance Officer, Secretary, and Manager

Brent L. VanNorman has served as our Chief Compliance Officer and Secretary since October 2013 and as a Manager since December 2014. Mr. VanNorman served as our Chief Financial Officer from August 2014 to January 2019, as our Chief Operating Officer from August 2014 to January 2019, and as Interim Chief Financial Officer from October 2013 until his appointment as Chief Financial Officer in August 2014. In addition, Mr. VanNorman has served as President of our Advisor since September 2019. Mr. VanNorman also served as Chief Operating Officer of our Advisor from October 2013 to July 2018, and as Chief Financial Officer of our Advisor from November 2013 until December 2017. Mr. VanNorman has served as Chief Financial Officer of our Sponsor from November 2013 until December 2016, Chief Operating Officer of our Sponsor from November 2013 to July 2018. Mr. VanNorman has also served as President of our Sponsor since November 2015 and continues as President in a part-time role as he transitions to retirement from our Sponsor.

In November 2013, Mr. VanNorman began serving in a part-time capacity as General Counsel for CCG Systems, Inc (“CCG”), a provider of fleet management software. In May 2018, he increased his role at CCG by becoming Executive Vice President & General Counsel and continued in that capacity when CCG sold the majority of its assets to TT Faster LLC. He currently serves TT Faster LLC in a part-time capacity as its General Counsel. Mr. VanNorman has also served on the Board of Directors of CCG since August of 2015. In addition, Mr. VanNorman served on the Board of Directors of IMPACT International, a not-for-profit organization from 2004 until 2015. Mr. VanNorman has served as an adjunct instructor in Liberty University’s School of Law since January 2021.

Prior to joining us, Mr. VanNorman served as a key member of the Intellectual Property and Litigation Team for the international law firm of Hunton & Williams LLP, beginning his practice there in August 2000, and terminating when he joined the Company. Prior to practicing law, Mr. VanNorman served as a Chief Information Officer for The Title Office, where he managed the accounting, data processing and marketing departments along with 15 of the company’s 42 offices. Prior to his tenure at The Title Office, Mr. VanNorman was a Senior Manager with the international CPA firm of Crowe Horwath where he oversaw large consulting projects in the firm’s Systems Consulting Group. In addition to appearing in many federal courts throughout the country and at all levels in the Virginia state court system, Mr. VanNorman is a patent attorney. He is also a Certified Public Accountant, Certified Computer Programmer and is Certified in Production and Inventory Management. Mr. VanNorman graduated magna cum laude from Anderson University in Anderson, Indiana, with majors in Accounting and Computer Science. He was recognized as the Outstanding Accounting graduate. Mr. VanNorman graduated summa cum laude, from Regent University School of Law and was recognized as the Outstanding Law School Graduate in addition to being Editor-in-Chief of the school’s law review. He has served as an adjunct law professor at his alma mater. Mr. VanNorman is Gloria S Nelund’s brother-in-law. Mr. VanNorman brings a breadth of experience in business, accounting, data processing, and the law to the Sponsor’s management team.

Scott T. Hall, Chief Operating Officer

Scott T. Hall has served as our Chief Operating Officer since February 2019, Chief Operating Officer of the Advisor since August 2018, Chief Compliance Officer of the Advisor since March 2019, Chief Operating Officer of the Sponsor since August 2018 and Chief Compliance Officer of the Sponsor since March 2019.

Prior to joining the Advisor, Mr. Hall was the Chief Operating Officer of RS Funds Distributor, LLC, a limited purpose broker/dealer that serves as the distributor for RS Investments, from September 2012 until December 2016. Mr. Hall was retired from December 2016 until August 2018. Prior to his role of Chief Operating Officer of RS Funds Distributor, Mr. Hall served as the Director of Client Operations for RS Investments, a $30 billion San Francisco-based asset manager, beginning his tenure at RS Investments in July 1999. While at RS Investments, Mr. Hall was responsible for the mutual fund operations team, negotiating third party service agreements, developing policies and procedures and was instrumental in launching the broker/dealer. Mr. Hall also served as a member of the Disclosure Controls and Compliance Systems Committees and chaired the Distribution Oversight Committee at RS Investments. Mr. Hall graduated from San Diego State University with a B.S. in Financial Services.

Mark A. Tipton, Chief Financial Officer

Mark A. Tipton has served as our Chief Financial Officer since February 2019 and as Chief Financial Officer of the Advisor and Sponsor since January 2018.

Prior to joining the Advisor, Mr. Tipton worked as Vice President of Logistics at SYNNEX Corporation, building the Reverse Logistics division from a start-up to a multi-million-dollar business and establishing key vendor relationships with leading tech brands, from March 2008 until July 2015. Mr. Tipton worked with these brands to develop processes that prevented $200 million of used consumer electronic devices from filling waste disposal sites. Instead, they were tested and either fully recycled or prepared for global resale into primarily developing economies. Mr. Tipton was retired from July 2015 until October 2017.

Prior to his tenure at SYNNEX, Mr. Tipton served as the Chief Financial Officer at New Age Electronics, Inc., where he managed all financial aspects of the company, from September 1998 until March 2008. Most notably, Mr. Tipton was instrumental in the growth of the company’s annual revenue from $140 million to over $1 billion, facilitated the close of a $250 million asset-based lending facility, and was involved in the $150 million sale of the company to SYNNEX Corporation. Previously, Mr. Tipton was the Chief Financial Officer and Chief Operating Officer at a boutique broker-dealer/bond trading desk/investment advisor, where he managed all operating facets and financial activities of the firm. Mr. Tipton graduated from California State University, Northridge with a B.S. in Finance and Accounting. Additionally, Mr. Tipton was an audit manager in the financial services department of an international public accounting firm and maintains an active Certified Public Accountant license.

Table of Contents

Paul Sanford, Chief Investment Officer

Paul Sanford has served as our Chief Investment Officer since our formation in April 2012. In addition, Mr. Sanford has served as the Chief Investment Officer of our Advisor since its formation in April 2012 and as Chief Investment Officer of our Sponsor since July 2011.

From September 2007 until July 2011, Mr. Sanford was Managing Director and Chief Investment Officer for a Los Angeles-based boutique Registered Investment Advisor, where he was responsible for developing and implementing the firm’s Global Investment Strategy, performing manager due diligence, and managing all fund investment relationships. Mr. Sanford’s extensive experience in the banking and investment industry also includes portfolio manager positions at Deutsche Bank, HSBC and Morton Capital Management.

Mr. Sanford has over twenty years of experience developing, managing and executing global macro investment strategies at both large global banks and boutique investment firms. Throughout his career, Mr. Sanford has followed and invested in emerging markets as part of his various investment mandates, including conducting extensive research on developing economies and reviewing and selecting leading managers of emerging market debt and equities. Mr. Sanford has a deep understanding of macroeconomics and geopolitics, and an in-depth knowledge of traditional and alternative asset classes in both public and private capital markets. For over two decades, Mr. Sanford has been a global macro investor with a focus on Central Bank policy, GDP growth trends, global interest rates, global currencies and foreign government policies.

Mr. Sanford holds a B.A. in Business Economics from California State University, Long Beach and previously served in the United States Marine Corps. He is a member of the CFA Society of Los Angeles and the CFA Institute. Mr. Sanford serves on the Investment Committee for the City of Hope, an independent biomedical research, treatment and education institution, leading the fight to conquer cancer, diabetes, HIV/AIDS and other life-threatening diseases.

Terry Otton, Independent Manager

Terry Otton has served as our Independent Manager since February 2013. Previously, Mr. Otton served as Chief Executive Officer of RS Investments from September 2005 until his retirement in March 2012. Mr. Otton also served as President and Trustee of RS Investment Trust and RS Variable Products Trust from April 2004 and May 2006, respectively, until March 2012. Mr. Otton has 30 years of experience in the investment management and securities industry, including serving as a Managing Director of the mergers and acquisition practice at Putnam Lovell NBF Group, an investment banking firm, since 2001. Mr. Otton also served as a Managing Director and CFO of Robertson, Stephens & Company and Robertson Stephens Investment Management, the predecessor to RS Investments, for more than 10 years. Mr. Otton was one of the principal founders of Robertson Stephens Investment Management in 1986. Mr. Otton holds a Bachelor of Science degree in Business Administration from the University of California, Berkeley and is a Certified Public Accountant.

Mr. Otton was selected to serve on the Company’s board of managers because of his over 30 years of experience in the investment management and securities industry. Having recently served as Chief Executive Officer of RS Investments and President and Trustee of RS Investment Trust and RS Variable Products Trust, Mr. Otton brings recent and relevant perspectives on the state of the investment management industry. He is also able to provide valuable insight regarding our investment strategy, regulatory and compliance oversight and operational processes.

Cynthia Hostetler, Independent Manager

Cynthia Hostetler has served as our Independent Manager since February 2013. Additionally, Ms. Hostetler has served on the Board of Directors of Vulcan Materials Company (NYSE: VMC), a producer of construction aggregates and other construction materials, since July 2014, and has been an independent trustee for Invesco Funds since 2017. Additionally, in March 2020, she was appointed to the Board of Directors for Resideo Technologies (NYSE:REZI). Ms. Hostetler also joined the board of Textainer Group Holdings Limited (NYSE:TGH), a leading global shipping container finance company in 2021. Ms. Hostetler has been a board member of the Independent Directors Council, the leading professional organization for the mutual fund directors, since 2014. Since 2018, Ms. Hostetler has been a board member of the Investment Company Institute, the leading professional association representing regulated funds globally. Ms. Hostetler previously was an independent trustee of Aberdeen Investment Funds from 2013 until 2017 and prior to the acquisition of Artio Global Asset Management by Aberdeen Asset Management, an independent trustee of Artio Global Investment Funds from 2010 until 2013. Ms. Hostetler served on the board of Genesee Wyoming Railroad (NYSE:GWR) from May 2018 to December 2019. GWR was acquired by Brookfield Asset Management in late 2019. Ms. Hostetler also served from May 2012 to November 2013 as an independent director of Edgen Group (NYSE:EDG), an energy infrastructure company. EDG was acquired by Sumitomo Corporation in late 2013. From August 2001 until her retirement in January 2009, Ms. Hostetler was the Head of Investment Funds at the Overseas Private Investment Corporation (OPIC). Prior to OPIC, Ms. Hostetler was the President and a member of the Board of Directors of First Manhattan Bancorporation. Ms. Hostetler began her professional career as an attorney in the corporate/banking department of the law firm Simpson Thacher & Bartlett. She received a Bachelor of Arts degree from Southern Methodist University and her law degree from The University of Virginia School of Law.

Table of Contents

Ms. Hostetler was selected to serve on the Company’s board of managers because of her direct experience in investing significant assets and development in the geographic regions in which TriLinc operates, as well as her extensive experience in the banking and investment industries. As TriLinc seeks to establish and leverage relationships with DFIs, Ms. Hostetler’s seven years as Vice President of Investment Funds at OPIC positions her as an excellent source of insight and guidance in working with such institutions. Her diverse public company and mutual fund board positions make her a valuable resource in the areas of risk management, governance, valuation, and with regard to certain sectors in which we make investments.

R. Michael Barth, Independent Manager

R. Michael Barth has served as our Independent Manager since February 2013. Mr. Barth has been a Managing Partner of Barth & Associates LLC, an emerging markets capital advisory and consulting firm, since January 2012. Previously, Mr. Barth held various positions with Darby Overseas Investment Ltd., including Senior Advisor in Business Development from January 2011 until January 2012, Senior Director in Business Development from January 2009 until January 2011, Senior Managing Director in Global Investment from March 2007 until January 2009 and Managing Director in Global Investment from March 2006 until March 2007. Before joining Darby, Mr. Barth spent over twenty years working for prominent international development finance institutions. Mr. Barth holds a Master’s Degree in International Economics/International Affairs from the Johns Hopkins University, School of Advanced International Studies, and a Bachelor’s Degree in Economics from Brandeis University.

Mr. Barth was selected to serve on the Company’s board of managers because of his distinguished career in development and investment in the emerging markets. His qualifications to serve on the Company’s board of managers span more than 30 years of relevant experience in development and emerging markets, including serving as Chief Executive Officer of FMO (Netherlands Development Finance Company), Director of the Capital Markets Development Department at the World Bank and several senior positions at the International Finance Corporation, the private sector arm of the World Bank Group. Mr. Barth is currently Chairman of the Board of SFC Ltd., part of the AfricInvest Group. He is a member of the Investment Committees of the MPEF III and MPEF IV funds, which are managed by AfricInvest, and is on the Supervisory Committee of the financial sector-oriented FIVE Fund. Mr. Barth is also a member of the Advisory Board of Exagon Impact Capital. He has chaired the development finance council of the Global Private Capital Association (GPCA) and has undertaken a number of senior advisory assignments including for McKinsey and Company and the Asian Infrastructure Investment Bank. Previously, he held several board positions, including for GPCA, the Emerging Markets Growth Fund, Inc., Wananchi, FINCA Microfinance Holding, and Procredit.

Unless a manager resigns, is removed “for cause” by the majority of the remaining managers (excluding the manager being removed) or is removed by the majority vote of our unitholders, our managers serve for the duration. Our executive officers serve until their successors are elected and qualify. Our executive officers act as our agents, execute contracts and other instruments in our name and on our behalf, and in general perform all duties incident to their offices and such other duties as may be prescribed by our board of managers from time to time. Our officers devote such portion of their time to our affairs as is required for the performance of their duties, but they are not required to devote all of their time to us. Each of our executive officers is also an officer of our Advisor.

Code of Ethics

The Company has adopted a Code of Ethics that applies to the Company’s managers and to officers or employees of the Company, whether acting directly as an officer or employee of the Company or indirectly as an officer of our Sponsor or employee of our Advisor, which conducts the day-to-day operations of the Company. There is no policy against hedging or pledging the company’s securities. Our Code of Ethics is available on our website at www.trilincglobalimpactfund.com. Within the time period required by the rules of the SEC, we will post on our website any amendment to our Code of Ethics.

Committees of the Board of Managers

Our board of managers may delegate many of its powers to one or more committees. Our operating agreement requires that each of these committees be majority-comprised of our independent managers and our board will have two committees, the audit committee and the corporate governance and conflicts committee, each of which consists solely of independent managers.

Table of Contents

Audit Committee

Our board of managers has established an audit committee that consists of Messrs. Terry Otton and R. Michael Barth, and has designated Mr. Terry Otton as an audit committee financial expert. Mr. Terry Otton serves as chair of this committee. All members of our Audit Committee are independent managers. The Audit Committee assists our board in overseeing the following:

•

our accounting and financial reporting policies;

•

the integrity and audits of our financial information;

•

our compliance with legal and regulatory requirements;

•

quarterly valuations of our investment portfolio; and

•

the performance of the independent registered public accounting firm and our financial risk reporting function.

The audit committee selects the independent registered public accounting firm to audit our annual financial statements, and reviews with the independent registered public accounting firm the plans and results of the audit engagement, and considers and approves the audit and non-audit services provided by the independent registered public accounting firm. During 2023, our Audit Committee had four meetings.

Corporate Governance and Conflicts Committee

In order to assist our board with certain corporate governance procedures and to reduce or eliminate certain potential conflicts of interest, our operating agreement creates a corporate governance and conflicts committee of the board of managers, which is composed of all of our independent managers, Ms. Cynthia Hostetler and Messrs. Terry Otton and R. Michael Barth. Ms. Hostetler serves as chair of this committee. Our Corporate Governance and Conflicts Committee had four meetings in 2023. Our operating agreement authorizes the Corporate Governance and Conflicts Committee to act on any matter permitted under state law. Both the board of managers and the corporate governance and conflicts committee are expected to act jointly on any conflict-of-interest issues. Our operating agreement also authorizes the corporate governance and conflicts committee to retain its own legal or financial advisors. For more information, please see the section entitled “Conflicts of Interest.”

Limited Liability and Indemnification of Managers, Officers, Employees and Other Agents

Our organizational documents limit the liability of our managers and officers to us and our unitholders for monetary damages and generally require us to indemnify our managers, officers, our Advisor, and its affiliates for losses they may incur by reason of their service in that capacity. We will not provide that our Sponsor, a manager, our Advisor or its affiliates (the “Indemnitee”) is held harmless for any loss or liability suffered by us unless all of the following conditions are met:

•

the Indemnitee has determined in good faith that the course of conduct that caused the loss or liability was in our best interests;

•

the Indemnitee was acting on our behalf or performing services for us;

•

in the case of an independent manager, the loss or liability was not the result of gross negligence or willful misconduct by the independent manager;

•

in the case of a manager other than an independent manager, our Advisor or one of its affiliates, the loss or liability was not the result of negligence or misconduct by the party seeking to be held harmless; and

•

the agreement to hold harmless is recoverable only out of our assets and not from our unitholders.

Furthermore, our organizational documents prohibit the indemnification of an Indemnitee for losses, liabilities or expenses arising from or out of an alleged violation of state or federal securities laws, unless one or more of the following conditions is met:

•

there has been a successful adjudication on the merits of each count involving alleged material securities law violations;

•

such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or

•

a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authorities in states in which the securities were offered or sold as to indemnification for violations of securities law.

The Securities and Exchange Commission and certain states, take the position that indemnification against liabilities arising under the Securities Act of 1933 is against public policy and unenforceable.

Table of Contents

Our operating agreement also provides that we shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

•

any of our present or former managers or officers who is made or is threatened to be made a party to a proceeding by reason of his or her service in that capacity

•

any individual who, while our manager or officer, and at our request, serves or served as a director, officer, partner or trustee of another partnership, corporation, joint venture, trust, employee benefit plan or other enterprise and who is made or is threatened to be made a party to a proceeding by reason of his or her service in that capacity; or

•

the Advisor or any of its affiliates acting as our agent.

These aforementioned rights to indemnification and advance of expenses vest immediately upon the appointment as a manger, officer, Advisor or affiliate.

Additionally, pursuant to our operating agreement, the advancement of funds to the Advisor or its affiliates for reasonable legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are met:

•

the legal action relates to acts or omissions with respect to the performance of duties or services on our or our subsidiaries’ behalf;

•

the legal action is initiated by a third party who is not a unitholder or, if by a unitholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement; and

•

the Advisor or its affiliates undertake to repay the advanced funds to us, together with the applicable legal rate of interest thereon, if it is ultimately determined that such party is not entitled to indemnification.

We also purchase and maintain insurance on behalf of all our managers and executive officers against liability asserted against or incurred by them in their official capacities with us.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers and Managers

We do not currently have any employees nor do we currently intend to hire any employees. Each of our executive officers, including each executive officer who serves as a manager, is employed by our Sponsor and also serves as an executive officer of our Advisor. Each of these individuals receives compensation from our Sponsor for his or her services, including services performed for us and for our Advisor. As executive officers of our Advisor, these individuals will manage our day-to-day affairs and carry out the directives of our board of managers in the review and selection of our sub-advisor and review of our investment opportunities and will oversee and monitor our acquired investments. Although we will reimburse our Advisor for certain expenses incurred in connection with providing these services to us, we do not intend to pay any compensation directly to our executive officers and we will not reimburse our Advisor for the salaries and benefits paid to our named executive officers, as defined under the federal securities rules and regulations.

During 2023, we compensated each of our independent managers with an annual retainer of $70,000. In addition, we paid our independent managers fees for participating on committees of the board as follows:

•

each member of a committee of the board received a $5,000 annual retainer for each committee upon which he or she served; and

•

the chairman of the audit committee received an additional annual retainer of $20,000 and the chairman of any other committee received an additional annual retainer of $2,500.

All managers are entitled to reimbursement of reasonable and documented out-of-pocket expenses incurred in connection with attendance at any meeting of the board of managers or a committee thereof. If a manager is also one of our officers, we will not pay any compensation to said manager for services rendered as a manager. In addition, we purchase and maintain liability insurance on behalf of our managers and officers.

The following table sets forth compensation of the Company’s independent managers for the year ended December 31, 2023:

Name	Fees Earned or Paid in Cash		All Other Compensation		Total
Terry Otton	$	100,000		—	$	100,000
Cynthia Hostetler	$	77,500		—	$	77,500
R. Michael Barth	$	80,000		—	$	80,000

The Company did not have any outstanding equity awards as of December 31, 2023.

Table of Contents

Compensation Discussion and Analysis

Because the Advisory Agreement provides that the Advisor assumes principal responsibility for managing our affairs, we have no employees, and our executive officers, in their capacities as such, do not receive compensation from us, nor do they work exclusively on our affairs. In their capacities as officers or employees of the Advisor or its affiliates, they devote such portion of their time to our affairs as is required for the performance of the duties of the Advisor under the Advisory Agreement. The compensation received by our executive officers is not paid or determined by us, but rather by an affiliate of the Advisor based on all of the services provided by these individuals. See “Certain Relationships and Related Transactions, and Director Independence” below for a summary of the fees and expenses payable to the Advisor and other affiliates.

Compensation Committee Report

We do not currently have a compensation committee, however, our compensation committee, if formed, would be comprised entirely of independent managers. In lieu of a formal compensation committee, our independent managers perform an equivalent function. Our independent managers have reviewed and discussed the Compensation Discussion and Analysis contained in this Annual Report on Form 10-K (“CD&A”) with management. Based on the independent managers’ review of the CD&A and their discussions of the CD&A with management, the independent managers recommended to the board of managers, and the board of managers has approved, that the CD&A be included in this Annual Report on Form 10-K.

	INDEPENDENT MANAGERS:
	Terry Otton
	Cynthia Hostetler
	R. Michael Barth

The foregoing report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.

Compensation Committee Interlocks and Insider Participation

We do not currently have a compensation committee, however, we intend that our compensation committee, if formed, would be comprised entirely of independent managers. In lieu of a formal compensation committee, our independent managers perform an equivalent function. None of our independent managers served as one of our officers or employees or as an officer or employee of any of our subsidiaries during the fiscal years ended December 31, 2023 and 2022, or formerly served as one of our officers or as an officer of any of our subsidiaries. In addition, during the fiscal years ended December 31, 2023 and 2022, none of our executive officers served as a manager or member of a compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of managers) of any entity that has one or more executive officers or managers serving as a member of our board of managers.

We do not expect that any of our executive officers will serve as a director or member of the compensation committee of any entity whose executive officers include a member of our compensation committee, if formed. We have not retained any independent compensation consultants.

Table of Contents

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

The following table sets forth the beneficial ownership of units as of the date of this filing for each person or group that holds more than 5% of any class of our voting securities, for each manager and executive officer and for our managers and executive officers as a group. As of the date of this filing, we had 47,772,470 units issued and outstanding. To our knowledge, each person that beneficially owns units has sole voting and disposition power with regard to such units.

Unless otherwise indicated below, each person or entity has an address in care of our principal executive offices at 1230 Rosecrans Ave, Suite 605, Manhattan Beach, California 90266.

	Number of Units
Name of Beneficial Owner (1)	Beneficially Owned (2)			Percent of All Units
TriLinc Global, LLC		316,898	(3)		0.66	%
TriLinc Advisors, LLC		22,161	(3)		*
Gloria S. Nelund		—	(3)		*
Paul Sanford		—			—
Mark Tipton		—			—
Scott Hall		—			—
Brent VanNorman		2,164	(3)		*
Terry Otton		—			—
Cynthia Hostetler		—			—
R. Michael Barth		—			—
All managers and officers as a group		341,223			0.71	%

*	Amount represents less than 0.1%

(1)

Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to dispose of or to direct the disposition of such security. A person also is deemed to be a beneficial owner of any securities which that person has a right to acquire within 60 days of the date of this report. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which he or she has no economic or pecuniary interest.

(2)	All of the units owned by our Sponsor, our Advisor and any of our managers or officers are Class A units.

(3)	TriLinc Advisors is controlled by our Sponsor, TriLinc Global LLC, as the managing member. Our Sponsor is presently directly or indirectly controlled by Gloria Nelund and Brent VanNorman, and as such, they may be deemed to be beneficial owners of the units owned by our Advisor and our Sponsor.

We did not have any outstanding equity awards as of December 31, 2023.

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

Certain Relationships and Related Transactions

General

Our executive officers, two of our managers and the key investment professionals of our Advisor who perform services for us on behalf of our Advisor are also officers, directors, managers, and/or key professionals of our Sponsor, our dealer manager and other affiliates. For an overview of the positions held by these individuals at our affiliates, please see “Part III, Item 10: Directors, Officers and Corporate Governance— Managers and Executive Officers.” These persons have legal obligations with respect to those entities that are similar to their obligations to us.

No Arm’s-Length Agreements

All agreements, contracts or arrangements between or among us and our affiliates, including our Advisor and our dealer manager, were not negotiated at arm’s-length. Such agreements, contracts or arrangements include our Advisory Agreement and our Dealer Manager Agreement. The procedures with respect to conflicts of interest described herein were designed to lessen the effect of potential conflicts that arise from such relationships. However, we cannot assure you that these procedures will eliminate the conflicts of interest or reduce the risks related thereto.

Table of Contents

Certain Conflict Resolution Measures

Corporate Governance and Conflicts Committee

In order to ameliorate the risks created by conflicts of interest, our operating agreement creates a corporate governance and conflicts committee of our board of managers composed solely of independent managers. Our operating agreement authorizes the corporate governance and conflicts committee to act on any matter related to conflicts of interest and to retain its own legal and financial advisors when and if it deems such an action appropriate. Among the issues relating to conflict of interest we expect the corporate governance and conflicts committee to act upon are:

•

The continuation, renewal or enforcement of our agreements with the Advisor and its affiliates, including the Advisory Agreement;

•

Transactions with affiliates;

•

Compensation of the Advisor; and

•

Whether and when we seek to pursue a liquidity event.

Other Provisions Relating to Conflicts of Interest

In addition to the creation of the corporate governance and conflicts committee, our operating agreement contains many other restrictions regarding conflicts of interest, including the following:

Advisor Compensation: Our independent manager’s review, at least annually, whether the compensation we contract to pay TriLinc Advisors and its affiliates is reasonable relative to the nature and quality of the services provided and the investment performance of the Company and that the provisions of the Advisory Agreement are being carried out. The board of managers may consider all factors that they deem relevant in making these determinations.

Investments with affiliates: We may not invest in any asset or company in which the Advisor, any of our managers or officers or any of their affiliates has a direct economic interest without a determination by the majority of our board of managers (including a majority of our independent managers) that such an investment is fair and reasonable to us. In addition, with respect to any potential debt investment in a portfolio company in which our sub-advisor has an equity interest, our Advisor must determine, before the investment is made, that the procedures by which this potential debt investment is evaluated and priced are fair and reasonable.

Purchase of assets from affiliates: We may not purchase assets from the Sponsor, Advisor, manager or any of their affiliates unless a majority of our board of managers (including a majority of our independent managers) not otherwise interested in the transaction determine that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the assets to the Advisor or its affiliates or such manager, unless there is substantial justification for any amount that exceeds such cost and such excess amount is determined to be reasonable. In no event would the cost of any such assets to us exceed its then current appraised value.

Sale of assets to affiliates: We may not sell or lease assets to the Sponsor, Advisor, manager or any of their affiliates or to the managers without a determination by a majority of our board of managers (including a majority of our independent managers) not otherwise interested in the transaction, that such transaction is fair and reasonable to us.

Loans to/from affiliates: We may not borrow money from the Sponsor, Advisor, managers or any of their affiliates unless a majority of our board of managers (including a majority of our independent managers) not otherwise interested in transaction approve it as being fair, competitive and commercially reasonable to us and no less favorable to us than loans between unaffiliated parties under similar circumstances.

Other restrictions on transactions with affiliates: We may not give our Advisor an exclusive right to sell our assets. Our Advisor is prohibited from commingling our funds with the funds of any other entity or person for which it provides advisory or other services. Our Advisor is prohibited from providing any financing with a term in excess of 12 months to us. We may not pay a commission or fee, either directly or indirectly to our Advisor, or its affiliates, except as otherwise permitted by our operating agreement. In addition, our operating agreement prohibits our Advisor and its affiliates from receiving or accepting any rebate, give-up or similar arrangement that is prohibited under federal or state securities laws. Our Advisor and its affiliates are also prohibited from participating in any reciprocal business arrangement that would circumvent provisions of federal or state securities laws governing conflicts of interest or investment restrictions.

We may not invest in general partnerships or joint ventures with affiliates and non-affiliates unless certain conditions, described in our operating agreement are met.

A majority of our board of managers (including a majority of our independent managers) not otherwise interested in the transaction must conclude that all other transactions between us and the Sponsor, Advisor, any of the managers or any of their affiliates are fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. The terms pursuant to which any goods or services, other than those services provided pursuant to the Advisory Agreement, are provided to us by the Advisor, will be embodied in a written contract, the material terms of which will be fully disclosed to our unitholders in a prospectus supplement or another filing.

Table of Contents

Allocation of Investment Opportunities

We rely on our executive officers and our Advisor’s investment professionals to identify suitable investments. Our Sponsor and other affiliated entities also rely on these same key investment professionals. Many investment opportunities that are suitable for us may also be suitable for the Sponsor or affiliates of the Sponsor, including TriLinc Global Sustainable Income Fund, LLC (“TGSIF”), a private impact investment fund sponsored by the Sponsor. The Sponsor, the Advisor and their affiliates share certain of the same executive officers and key employees, which we refer to as “TriLinc Professionals.” When the TriLinc Professionals direct an investment opportunity to the Sponsor or any affiliate of the Sponsor, including TGSIF, they, in their sole discretion, have to determine the program for which the investment opportunity is most suitable based on the investment objectives, portfolio and criteria of each program. The Advisory Agreement requires that this determination be made in a manner that is fair without favoring the Sponsor or any affiliate of the Sponsor. The factors that the TriLinc Professionals consider when determining the entity for which an investment opportunity would be the most suitable are the following:

•

the investment objectives and criteria of the Sponsor and the other affiliated entities;

•

the cash requirements of the Sponsor and its affiliates;

•

the portfolio of the Sponsor and its affiliates by type of investment and risk of investment;

•

the policies of the Sponsor and its affiliates relating to leverage;

•

the anticipated cash flow of the asset to be acquired;

•

the income tax effects of the purchase;

•

the size of the investment; and

•

the amount of funds available to the Sponsor and its affiliates and the length of time such funds have been available for investment.

In the event that our investment objectives overlap with those of another affiliate’s program and the opportunity is equally suitable for us and the affiliated program, then the opportunity shall be allocated to such program that had the funds available for investment for a longer time period.

If a subsequent event or development causes any investment, in the opinion of the TriLinc Professionals, to be more appropriate for another affiliated entity, they may offer the investment to such entity.

Our independent managers are responsible for reviewing our Advisor’s performance and determining that the compensation to be paid to our Advisor is reasonable and, in doing so, our independent managers must consider, among other factors, the success of our Advisor in generating appropriate investment opportunities for us.

Related Party Transactions

For the years ended December 31, 2023 and 2022, the Advisor earned $5,539,005 and $6,489,991, respectively, in asset management fees and $0 and $3,151,543, respectively, in incentive fees.

Table of Contents

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

In accordance with the SEC’s definitions and rules, “audit fees” are fees for professional services for the audit and review of our annual financial statements, and includes fees for the audit and review of our annual financial statements included in a registration statement filed under the Securities Act as well as issuance of consents and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements except those not required by statute or regulation. “Audit-related fees” are fees for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements, including attestation services that are not required by statute or regulation, due diligence and services related to acquisitions. “Tax fees” are fees for tax compliance, tax advice and tax planning, and “all other fees” are fees for any services not included in the first three categories.

Independent Registered Public Accounting Firm

As previously reported, on July 20, 2022, the Company engaged RSM US LLP ("RSM") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. On February 28, 2023, RSM informed the Company that it resigned as the Company's independent registered public accounting firm, effective immediately as reported, on March 6, 2023.

Our audit committee approved the engagement of KPMG LLP (“KPMG”) as our independent registered public accounting firm for fiscal years 2022 and 2023 on June 26, 2023 and on November 7, 2023, respectively.

Audit Fees

The aggregate amount of fees estimated by KPMG for the professional services rendered in connection with the audit of the Company’s annual financial statements and reviews of the financial statements included in the Company’s Forms 10-K for fiscal year 2023 and 2022 was approximately $1,530,000 and $2,900,000, respectively.

Tax Fees

There were approximately $275,000 and $235,000 in tax fees billed by KPMG to the Company for fiscal years 2023 and 2022, respectively.

All Other Fees

There were no other fees billed by KPMG for fiscal years 2023 or 2022.

Audit Committee Pre-Approval Policy

The Audit Committee is responsible for appointing our independent registered public accounting firm and approving the terms of the independent registered public accounting firm’s services. In accordance with applicable laws and regulations, our Audit Committee reviews and pre-approves any audit and non-audit services to be performed by our independent accountant to ensure that the work does not compromise its independence in performing audit services. The responsibility for pre-approval of audit and permitted non-audit services includes pre-approval of the fees for such services and the other terms of the engagement. Our Audit Committee annually reviews and pre-approves all audit, audit-related, tax and all other services that are performed by the Company’s independent registered public accounting firm. In some cases, our Audit Committee may pre-approve the provision of a particular category or group of services for up to a year. Our Audit Committee approved all of the services listed in the table above.

Table of Contents

PART IV

ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENTS SCHEDULES

(1)

The following consolidated financial statements:

•

Report of Independent Registered Public Accounting Firm (KPMG) as of and for the year ended December 31, 2023

•

Consolidated Statements of Assets and Liabilities as of December 31, 2023 and 2022

•

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

•

Consolidated Statements of Changes in Net Assets for the years ended December 31, 2023 and 2022

•

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

•

Consolidated Schedules of Investments as of December 31, 2023 and 2022

•

Notes to the Consolidated Financial Statements

(2)

Financial Statement Schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto in Item 8 of this Annual Report.

(3)

Exhibits required by Item 601

Number		Description
3.1		Certificate of Formation of TriLinc Global Impact Fund, LLC. Incorporated by reference to Exhibit 3.1 to the Draft Registration Statement on Form S-1 (File No. 377-00015) filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2012.

3.2		Fifth Amended and Restated Limited Liability Company Operating Agreement, date January 20, 2018, by TriLinc Advisors, LLC. Incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on January 25, 2018.

4.1		Fourth Amended and Restated Distribution Reinvestment Plan. Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 14, 2020.

4.2		Fourth Amended and Restated Unit Repurchase Program. Incorporated by reference to Exhibit 4.1 to Form 8-K filed with the SEC on August 13, 2019.

4.3		Description of Securities Registered pursuant to Section 12(g) of the Securities Exchange Act of 1934. Incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 30, 2020.

10.1		Second Amended and Restated Advisory Agreement between TriLinc Advisors, LLC and TriLinc Global Impact Fund, LLC, dated February 14, 2018. Incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on April 2, 2018.

10.2		Second Amended and Restated Operating Expense Responsibility Agreement among TriLinc Global Impact Fund, LLC, TriLinc Global, LLC and TriLinc Advisors, LLC, dated as of May 12, 2021. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed with the SEC on April 13, 2021.

21.1*		List of Subsidiaries.

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.

32.1*		Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.


101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

Table of Contents

Number		Description
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Date File (embedded within the Inline XBRL document).

* Filed herewith

ITEM 16. FORM 10-K SUMMARY

The Company has determined not to include a summary.

Table of Contents

TRILINC GLOBAL IMPACT FUND, LLC

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (KPMG, LLP; Los Angeles, CA, USA; PCAOB ID#185)		F-2
Consolidated Statements of Assets and Liabilities as of December 31, 2023 and 2022		F-3
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022		F-4
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2023 and 2022		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-6
Consolidated Schedule of Investments as of December 31, 2023		F-7
Consolidated Schedule of Investments as of December 31, 2022		F-9
Notes to the Consolidated Financial Statements		F-11

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unitholders and the Board of Managers of

TriLinc Global Impact Fund, LLC

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of assets and liabilities of TriLinc Global Impact Fund, LLC and subsidiaries (the Company) as of December 31, 2023 and 2022, including the consolidated schedules of investments, and the related consolidated statements of operations, changes in net assets, and cash flows, for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

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

Fair value of investments and net realizable value of interest receivable

As discussed in Notes 2 and 4 to the consolidated financial statements, the Company measures its investments at fair value and interest receivable at net realizable value. The Company’s investment portfolio is comprised of senior secured term loans, senior secured term loan participations, senior secured trade finance participations, and other investments, where the borrowers are small and medium enterprises, primarily in developing economies. The Company determines the fair value of investments primarily using the income and collateral based approaches which each use significant unobservable inputs. The Company determines the net realizable value of interest receivable using the same methodologies used to determine the fair value of investments. As of December 31, 2023, investments at fair value and interest receivable were $261,680,707 and $15,894,031, respectively.

We identified the evaluation of the fair value of investments and net realizable value of interest receivable as a critical audit matter. A high degree of subjective auditor judgement was required to evaluate key assumptions used to estimate the value of these accounts, specifically discount rates and estimated future cash flows, including, when applicable, the expected proceeds from liquidation of collateral and other proceedings. Changes in these assumptions could have had a significant impact on the fair value of investments and net realizable value of interest receivable. Additionally, specialized skills and knowledge were required to evaluate the discount rates.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of certain internal controls related to the fair value of investments and the net realizable value of interest receivable, including controls related to the selection of key assumptions. For certain investments and interest receivable balances, we evaluated the estimated future cash flows by (1) comparing them to the terms of the loan agreement or the expected terms of the loan restructuring, (2) analyzing the borrowers’ financial condition through inspection of the borrowers’ financial reports or other documentation, and (3) when applicable, comparing the expected proceeds from liquidation of collateral and other proceedings to underlying third-party documentation, including appraisals or other court-issued documentation. For certain investments and interest receivable balances, we evaluated discount rates by comparing them to publicly available market data of similar credit risk instruments or other market data. For certain investments and interest receivable balances, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s discount rates by comparing them to discount rate ranges that were independently developed using publicly available market data of similar credit risk instruments.

/s/ KPMG LLP

We have served as the Company’s auditor since 2023.

Los Angeles, California

March 29, 2024

F-2

Table of Contents

Part I. Financial Information

Item 1. Consolidated Financial Statements.

TriLinc Global Impact Fund, LLC

Consolidated Statements of Assets and Liabilities

	As of
	December 31,			December 31,
	2023			2022

ASSETS
Investments owned, at fair value (amortized cost of $323,444,218 and $350,118,576, respectively)	$	261,680,707		$	273,616,782
Cash		980,741			14,510,817
Interest receivable		15,894,031			26,014,317
Other assets		201,860			680,813
Total assets		278,757,339			314,822,729

LIABILITIES
Due to unitholders		—			1,344,445
Management fee payable		1,206,930			2,244,056
Notes payable		—			16,985,091
Repurchase obligation		—			5,000,000
Unit repurchases payable		—			1,769,470
Accrued distribution and other fees		350,000			420,000
Accrued expenses		3,650,966			4,255,679
Other payable		694,571			856,583
Total liabilities		5,902,467			32,875,324
Commitments and Contingencies (see Note 5)
NET ASSETS	$	272,854,872		$	281,947,405

ANALYSIS OF NET ASSETS:
Net capital on Class A units	$	112,737,934		$	116,145,148
Net capital on Class C units		47,502,038			49,481,188
Net capital on Class I units		65,125,371			66,505,510
Net capital on Class W units		150,239			155,409
Net capital on Class Y units		16,525,284			17,085,521
Net capital on Class Z units		48,169,408			49,930,031
Offering costs		(17,355,402	)		(17,355,402	)
Net assets (equivalent to $5.718 and $5.927, respectively per unit based on total units outstanding of 47,777,985 and 47,639,086, respectively) (see Note 2)	$	272,854,872		$	281,947,405
Net assets, Class A (units outstanding of 18,303,923 and 18,233,751, respectively)	$	104,665,798		$	108,075,475
Net assets, Class C (units outstanding of 7,766,734 and 7,831,059, respectively)		44,076,863			46,015,414
Net assets, Class I (units outstanding of 10,575,907 and 10,443,595, respectively)		60,461,334			61,883,510
Net assets, Class W (units outstanding of 24,555 and 24,555, respectively)		139,410			144,542
Net assets, Class Y (units outstanding of 2,683,015 and 2,682,275, respectively)		15,342,059			15,898,433
Net assets, Class Z (units outstanding of 8,423,851 and 8,423,851, respectively)		48,169,408			49,930,031
NET ASSETS	$	272,854,872		$	281,947,405

See accompanying notes to the consolidated financial statements.

F-3

Table of Contents

TriLinc Global Impact Fund, LLC

Consolidated Statements of Operations

	For the Year Ended
	December 31,			December 31,
	2023			2022
INVESTMENT INCOME
Interest income	$	15,847,343		$	27,308,389
Interest from cash		2,371			3,481
Total investment income		15,849,714			27,311,870
EXPENSES
Asset management fees		5,539,005			6,489,991
Incentive fees		—			3,151,543
Professional fees		5,794,194			6,000,564
General and administrative expenses		1,252,473			5,370,999
Interest expense		2,097,564			221,778
Board of managers fees		257,500			257,500
Total expenses		14,940,736			21,492,375
NET INVESTMENT INCOME		908,978			5,819,495
Net change in unrealized appreciation (depreciation) on investments		14,738,290			(34,855,545	)
Net realized losses on investments		(15,238,313	)		(4,417,913	)
Foreign exchange gain		5,644			—
NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	414,599		$	(33,453,963	)

NET INVESTMENT INCOME PER UNIT - BASIC AND DILUTED	$	0.02		$	0.12
EARNING (LOSS) PER UNIT - BASIC AND DILUTED	$	0.01		$	(0.70	)
WEIGHTED AVERAGE UNITS OUTSTANDING - BASIC AND DILUTED		47,759,797			47,725,053

See accompanying notes to the consolidated financial statements.

F-4

Table of Contents

TriLinc Global Impact Fund, LLC

Consolidated Statements of Changes in Net Assets

	For the Year Ended
	December 31,			December 31,
	2023			2022
INCREASE (DECREASE) FROM OPERATIONS
Net investment income	$	908,978		$	5,819,495
Foreign exchange gain		5,644			—
Net change in unrealized appreciation (depreciation) on investments		14,738,290			(34,855,545	)
Net realized losses on investments		(15,238,313	)		(4,417,913	)
Net increase (decrease) from operations		414,599			(33,453,963	)
DECREASE FROM DISTRIBUTIONS
Distributions to Class A unitholders		(4,046,392	)		(8,986,057	)
Distributions to Class C unitholders		(1,692,347	)		(3,816,595	)
Distributions to Class I unitholders		(2,322,984	)		(5,193,998	)
Distributions to Class W unitholders		(4,891	)		(10,926	)
Distributions to Class Y unitholders		(593,354	)		(1,338,164	)
Distributions to Class Z unitholders		(1,862,993	)		(4,160,699	)
Net decrease from distributions		(10,522,961	)		(23,506,439	)
INCREASE FROM CAPITAL TRANSACTIONS
Issuance of Class Y units under private placement		—			294,813
Issuance of Class A units under distribution reinvestment plan		491,720			3,231,420
Issuance of Class C units under distribution reinvestment plan		263,353			1,724,527
Issuance of Class I units under distribution reinvestment plan		301,404			1,939,841
Issuance of Class Y units under distribution reinvestment plan		5,063			30,748
Repurchase of Class A units		(11,882	)		(2,481,899	)
Repurchase of Class C units		(87,395	)		(1,251,713	)
Repurchase of Class I units		(16,434	)		(2,876,824	)
Repurchase of Class Y units		—			(416,469	)
Offering costs		—			(37,694	)
Distribution and other fees		70,000			26,000
Net increase from capital transactions		1,015,829			182,750
NET CHANGE IN NET ASSETS		(9,092,533	)		(56,777,652	)
Net assets at beginning of year		281,947,405			338,725,057
Net assets at end of year	$	272,854,872		$	281,947,405

See accompanying notes to the consolidated financial statements.

F-5

Table of Contents

TriLinc Global Impact Fund, LLC

Consolidated Statements of Cash Flows

	For the Year Ended
	December 31,			December 31,
	2023			2022
Cash flows from operating activities
NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	414,599		$	(33,453,963	)
ADJUSTMENTS TO RECONCILE NET CHANGE IN NET ASSETS RESULTING FROM OPERATIONS TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Purchase of investments		(11,315,014	)		(5,621,831	)
Proceeds from disposition of investments		35,848,572			14,395,169
Payment-in-kind interest		(18,097,506	)		(19,595,008	)
Net change in unrealized (appreciation) depreciation on investments		(14,738,290	)		34,855,545
Net realized losses on investments		15,238,313			4,417,913
Foreign exchange gain		(5,644	)		—
Accretion of original issue discount on investment		—			(464,845	)
Amortization of debt issuance costs		1,014,909			23,617
Changes in assets and liabilities:
Decrease in interest receivable		10,197,155			508,868
Decrease in due from affiliate		—			4,240,231
Decrease in other assets		407,728			367,793
Decrease in due to unitholders		—			(55,065	)
Increase (Decrease) in management and incentive fees payable		(1,037,126	)		374,397
Increase (Decrease) in accrued expenses		(604,713	)		3,232,206
Increase (Decrease) in other payables		(162,012	)		821,637
NET CASH PROVIDED BY OPERATING ACTIVITIES		17,160,971			4,046,664
Cash flows from financing activities
Net proceeds from issuance of units		—			292,695
Repayment of note payable		(18,000,000	)		(5,000,000	)
Proceeds from issuance of notes payable		—			18,000,000
Payments of debt issuance costs		—			(1,038,526	)
Proceeds from issuance of a repurchase obligation		—			5,000,000
Net distributions paid to unitholders		(10,805,866	)		(16,577,785	)
Payments of offering costs		—			(37,694	)
Repurchase of units		(1,885,181	)		(6,969,879	)
NET CASH USED IN FINANCING ACTIVITIES		(30,691,047	)		(6,331,189	)
TOTAL DECREASE IN CASH		(13,530,076	)		(2,284,525	)
Cash at beginning of year		14,510,817			16,795,342
Cash at end of year	$	980,741		$	14,510,817
Supplemental information
Cash paid for interest during the year	$	1,075,901		$	11,169
Supplemental non-cash information
Issuance of units in connection with distribution reinvestment plan	$	1,060,693		$	6,928,654
Change in accrual of distribution and other fees	$	(70,000	)	$	(26,000	)

See accompanying notes to the consolidated financial statements.

F-6

Table of Contents

TriLinc Global Impact Fund, LLC

Consolidated Schedule of Investments

As of December 31, 2023

Investment Type / Country	Portfolio Company	Sector	Description	Interest			Fees (2)			Maturity (3)		Principal Amount		Participation % (4)			Amortized Cost		Fair Value		% of Net Assets
*Senior Secured Term Loans (1)*
Brazil	Usivale Industria E Commercio Ltda (5), (6)	Sugarcane and Sugar Beets	Sugar Producer	N/A				0.0	%	12/15/2026		$	600,060		100	%	$	600,060	$	453,112		0.2	%
Ecuador	Grupo Surpapel	Corrugated and Solid Fiber Boxes	Sustainable Packaging Manufacturer	12.88% Cash / 2.2% PIK				0.0	%	6/18/2025			3,598,133		5	%		3,598,133		3,598,133		1.3	%
Hong Kong	Limas Commodities House Limited (5), (6)	Coal and Other Minerals and Ores	Resource Trader		11.50	%		0.0	%	6/30/2023			22,219,566		100	%		22,219,566		15,302,209		5.6	%
Indonesia	PT Citra Labuantirta (8)	Chocolate and Cocoa Products	Cocoa Processor		13.00	%		2.0	%	3/4/2024			10,000,000		33	%		10,000,000		10,000,000		3.7	%
Indonesia	PT Citra Labuantirta (8)	Chocolate and Cocoa Products	Cocoa Processor		11.00	%		2.0	%	12/31/2023			5,000,000		17	%		5,000,000		5,000,000		1.8	%
Malaysia	Vikudha Malaysia Sdn Bhd (5), (6)	Chemicals and Allied Products	Wholesale Distributor		12.00	%		0.0	%	6/30/2023			18,484,704		67	%		18,484,704		7,032,859		2.6	%
Mexico	Blue Arrow Biojet Holdings, LLC (8)	Refuse Systems	Waste to Fuels Processor	20% PIK				0.0	%	4/30/2024			47,602,300		65	%		47,602,300		47,602,300		17.4	%
Singapore	Triton Metallics Pte Ltd. (5), (6)	Coal and Other Minerals and Ores	Non-Ferrous Metal Trader	6.0% Cash/7.50% PIK				0.0	%	8/18/2025			21,799,281		100	%		21,799,281		19,329,238		7.1	%
*Total Senior Secured Term Loans*																		*129,304,044*		*108,317,851*		*39.7*	%
*Senior Secured Term Loan Participations (1)*
Botswana	Ecsponent Holdings Limited (5), (6)	Short-Term Business Credit	SME Financier		14.97	%		0.0	%	8/18/2023			5,601,000		47	%		5,601,000		2,792,341		1.0	%
Brazil	Dock Brasil Engenharia E Servicos S.A. (8)	Boatbuilding and Repairing	Ship Maintenance & Repair Service Provider	8% Cash / 12% PIK				0.0	%	12/7/2023			8,056,522		42	%		8,056,522		8,056,522		3.0	%
Cabo Verde	TRG Cape Verde Holdings Ltd	Hotels and Motels	Hospitality Service Provider	10.0% Cash/3.5% PIK				0.0	%	12/31/2024			15,499,826		88	%		15,499,826		15,186,805		5.6	%
Colombia	Kredit Plus S.A.S.	Personal Credit Institutions	Consumer Lender II		11.90	%		0.0	%	12/24/2026			4,245,889		69	%		4,245,889		4,245,889		1.6	%
Kenya	Multiple ICD (Kenya) Limited (5), (6)	Freight Transportation Arrangement	Freight and Cargo Transporter	13.15% Cash / 4.00% PIK				0.0	%	3/31/2023			15,063,954		100	%		15,063,954		4,601,330		1.7	%
Mexico	HINV, S.A. DE C.V.	Personal Credit Institutions	Consumer Lender III		11.95	%		0.0	%	1/21/2027			2,011,075		14	%		2,011,075		2,011,075		0.7	%
Namibia	Trustco Group Holdings Ltd. (5), (6)	Land Subdividers and Developers	Property Developer	8.50% Cash/4.0% PIK				0.0	%	8/15/2021			18,717,631		100	%		18,717,631		15,326,637		5.6	%
Netherlands	Cevher International B.V. Netherlands (8)	Motor Vehicle Parts and Accessories	Wheel Manufacturer		8.00	%		0.0	%	2/7/2024			8,275,000		44	%		10,697,318		10,697,318		3.9	%
Nigeria	Helios Maritime I (5)	Towing and Tugboat Service	Marine Logistics Provider		3.00	%		0.0	%	10/31/2026			6,929,992		100	%		6,929,992		5,573,992		2.0	%
Romania	Lidas SRL (9)	Retail Bakeries	Frozen Bakery Products Manufacturer	7.0% Cash/7.0% PIK				0.0	%	5/20/2024			6,645,029		100	%		6,944,636		6,944,636		2.5	%
Uganda	Agilis Partners Holding LLC (5)	Corn	Grain Processor G	12.80% PIK				0.0	%	7/8/2024			644,238		49	%		644,238		411,748		0.2	%
Uganda	Agilis Partners (5)	Corn	Grain Processor F	3.50% Cash/8.00% PIK				0.0	%	9/19/2025			13,101,741		57	%		13,101,741		11,457,753		4.2	%
*Total Senior Secured Term Loan Participations*																		*107,513,822*		*87,306,046*		*32.0*	%
*Senior Secured Trade Finance Participations (1)*
Argentina	Compania Argentina de Granos S.A. (5), (6)	Soybeans	Agriculture Distributor		10.45	%		0.0	%	6/30/2018			12,500,000		N/A			12,500,000		5,723,296		2.1	%
Argentina	Sancor Cooperativas Unidas Ltda (5), (6)	Dairy Farms	Dairy Co-Operative		10.67	%		0.0	%	7/29/2019			5,802,296		N/A			5,802,296		4,289,181		1.6	%
Cameroon	Producam SA (5), (6)	Chocolate and Cocoa Products	Cocoa & Coffee Exporter		9.50%, 6.0%			0.0	%	6/30/2023			16,035,023		76	%		16,035,023		14,476,313		5.3	%
Ecuador	Worldwide Investments and Representations Winrep S.A. and Vannapack S.A. (5), (6)	Frozen Fish and Seafood	Seafood Processing Company II		11.75	%		0.0	%	10/25/2023			4,424,931		59	%		4,424,931		3,470,108		1.3	%
United Arab Emirates	Global Pharma Intelligence Sarl (5), (6)	Drugs, Proprietaries, and Sundries	Pharmaceuticals Distributor		14.60	%		0.0	%	6/30/2018			648,430		60	%		648,430		648,430		0.2	%
*Total Senior Secured Trade Finance Participations*																		*39,410,680*		*28,607,328*		*10.5*	%
*Other Investments (1)*
N/A	IIG TOF B.V. (5), (6)	Other	Claim in Bankruptcy		N/A			0.0	%		N/A		6,000,000		N/A			6,000,000		3,240,290		1.2	%
Chile	Itelecom Holding Chile SPA (5), (6)	Electric Services	Claim in Bankruptcy		N/A			0.0	%		N/A		1,456,162		N/A			1,456,162		970,393		0.4	%
Argentina	Algodonera Avellaneda S.A. (5), (6)	Cotton Ginning	Claim in Bankruptcy		N/A			0.0	%		N/A		4,935,048		N/A			4,935,048		1,792,698		0.7	%
Argentina	Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay (5), (6)	Beef Cattle, Except Feedlots	Claim in Bankruptcy		N/A			0.0	%		N/A		6,499,323		N/A			6,499,323		2,955,774		1.1	%
Nigeria	Equity Participation in Cocoa Transaction (5), (6), (10)	Other	Profit sharing rights on cocoa distribution		N/A			0.0	%		N/A		1,797,488		N/A			1,797,488		1,797,488		0.7	%
Morocco	Mac Z Group SARL (5), (6)	Other	Scrap Metal liquidation		N/A			0.0	%		N/A		1,433,058		N/A			1,433,058		239,370		0.1	%
Peru	TriLinc Peru S.A.C. (5)	Other	Real estate property		N/A			0.0	%		N/A		3,502,265		N/A			3,502,265		3,375,367		1.2	%
*Total other investments*																		25,623,344		14,371,380		*5.4*	%
Convertible Notes (1)
Brazil	Qintess Tecnologia e Participacoes Ltda, Series A (5), (11)	Computer Related Services, NEC	IT Service Provider		5.35	%		0.0	%	8/11/2026			343,562		2	%		558,357		558,357		0.2	%
Brazil	Qintess Tecnologia e Participacoes Ltda, Series B (5), (11)	Computer Related Services, NEC	IT Service Provider		12.0	%		0.0	%	8/11/2026			23,530,310		23	%		21,033,971		21,210,341		7.8	%
Total convertible notes																		21,592,328		21,768,698		8.0	%
*Equity Warrants*
Mexico	Blue Arrow Biojet Holdings, LLC (7)	Refuse Systems	Waste to Fuels Processor		N/A			N/A			N/A		N/A		N/A			—		1,309,404		0.5	%
*Total Investments*																	$	323,444,218	$	261,680,707

See accompanying notes to the consolidated financial statements.

F- 7

Table of Contents

¹	Refer to Notes 2, 3 and 4 of the consolidated financial statements for additional information on the Company’s investments.
²	Fees may include upfront, origination, commitment, facility and/or other fees that the borrower must contractually pay to the Company. Fees, if any, are typically received in connection with term loan transactions and are rarely applicable to trade finance transactions.
³	Trade finance borrowers may be granted flexibility with respect to repayment relative to the stated maturity date to accommodate specific contracts and/or business cycle characteristics. This flexibility in each case is agreed upon between the Company and the sub-advisor and between the sub-advisor and the borrower.
⁴	Percentage of the Company’s participation in total borrowings outstanding under sub-advisor provided financing facility. The participation percentages are calculated based on the global outstanding balance for the facility. In 2022, the participation percentages were calculated based on the total commitment for the facility.
⁵	Watch List investment.
⁶	Investment on non-accrual status.
⁷	The Company holds four equity warrants, which upon exercise would entitle the Company to equity interests equivalent to 2.0% of the investee’s equity interest. The warrants have a strike price of $0.01 and expire on July 27, 2024.
8	The Company is in the process of a negotiation with the borrower to amend the loan term and to extend the maturity date.
⁹	Lidas SRL is the operating company for the investment. The participation is in a senior security term loan to Cristal Project SRL, which is guaranteed by Lidas SRL.
¹⁰	Courtyard Farms Limited and Alfa Systems and Commodity Company Limited are the original borrowers of this investment. The borrowers were not able to meet scheduled debt repayments and the Company entered into a settlement agreement for the outstanding amount and termination of the transaction with the borrowers. The borrowers' inventory serves as collateral, which the Company plans to trade through a local agent.
11	Class A and Class B convertible notes were issued to the Company through restructuring in August 2023.

F- 8

Table of Contents

TriLinc Global Impact Fund, LLC

Consolidated Schedule of Investments

December 31, 2022

Investment Type /Country	Portfolio Company	Sector		Description	Interest			Fees (2)			Maturity (3)		Principal Amount		Participation % (4)			Amortized Cost		Fair Value		% of Net Assets
*Senior Secured Term Loans (1)*
Brazil	Usivale Industria E Commercio Ltda (5), (6)	Sugarcane and Sugar Beets		Sugar Producer		N/A			0.0	%	12/15/2026		$	545,673		N/A		$	545,673	$	339,258		0.1	%
Ecuador	Grupo Surpapel (9)	Corrugated and Solid Fiber Boxes		Sustainable Packaging Manufacturer	12.28% Cash/2.20% PIK				0.0	%	6/18/2025			9,795,061		14	%		9,795,061		9,795,061		3.5	%
Hong Kong	Limas Commodities House Limited (5), (6)	Coal and Other Minerals and Ores		Resource Trader	11.50% PIK				0.0	%	6/30/2023			22,219,565		100	%		22,219,565		15,658,685		5.6	%
Indonesia	PT Citra Labuantirta	Chocolate and Cocoa Products		Cocoa Processor		13.00	%		2.0	%	3/4/2024			10,000,000		33	%		10,000,000		10,000,000		3.5	%
Malaysia	Vikudha Malaysia Sdn Bhd (5), (6)	Chemicals and Allied Products		Wholesale Distributor		12.00	%		0.0	%	6/30/2023			18,484,703		67	%		18,484,703		11,846,182		4.2	%
Mexico	Blue Arrow Biojet Holdings, LLC	Refuse Systems		Waste to Fuels Processor	15.50% PIK				0.0	%	7/27/2023			38,841,010		58	%		38,841,010		38,841,010		13.8	%
Singapore	Triton Metallics Pte Ltd. (5)	Coal and Other Minerals and Ores		Non-Ferrous Metal Trader	13.50% PIK				0.0	%	8/18/2025			21,074,573		100	%		21,074,573		18,604,532		6.6	%
*Total Senior Secured Term Loans*																			120,960,585		105,084,728		37.3	%
*Senior Secured Term Loan Participations (1)*
Botswana	Ecsponent Holdings Limited (5), (6)	Short-Term Business Credit		SME Financier		15.46	%		0.0	%	8/18/2023			5,601,000		47	%		5,601,000		2,368,290		0.8	%
Brazil	Qintess Tecnologia e Participacoes Ltda	Computer Related Services, NEC		IT Service Provider	10.75% Cash/3.25% PIK				0.0	%	11/23/2023			19,082,939		27	%		19,197,072		19,197,073		6.8	%
Brazil	Dock Brasil Engenharia E Servicos S.A.	Boatbuilding and Repairing		Ship Maintenance & Repair Service Provider	8.00% Cash/10.0% PIK				0.0	%	12/7/2023			7,185,803		42	%		7,185,803		7,185,803		2.5	%
Cabo Verde	TRG Cape Verde Holdings Ltd	Hotels and Motels		Hospitality Service Provider	10.0% Cash/3.5% PIK				0.0	%	12/31/2024			18,147,562		30	%		18,147,562		17,834,541		6.3	%
Colombia	Kredit Plus S.A.S.	Personal Credit Institutions		Consumer Lender II		11.90	%		0.0	%	12/24/2026			3,219,553		40	%		3,219,553		3,219,553		1.1	%
Ghana	Quantum Group Ltd (10)	Petroleum and Petroleum Products		Tank Farm Operator		12.00	%		0.0	%	2/10/2023			3,289,660		76	%		3,289,660		3,289,660		1.2	%
Jersey	Africell Holding Limited	Telephone Communications		Mobile Network Operator		14.42	%		0.0	%	9/30/2026			13,750,000		13	%		13,750,000		13,750,000		4.9	%
Kenya	Multiple ICD (Kenya) Limited (5), (6)	Freight Transportation Arrangement		Freight and Cargo Transporter	12.27% Cash/4.00% PIK				0.0	%	3/31/2023			15,090,682		60	%		15,090,682		4,926,482		1.7	%
Mexico	HINV, S.A. DE C.V. (8)	Personal Credit Institutions		Consumer Lender III		11.95	%		0.0	%	1/24/2027			1,796,474		18	%		1,796,474		1,796,474		0.6	%
Namibia	Trustco Group Holdings Ltd. (5), (6)	Land Subdividers and Developers		Property Developer	8.50% Cash/4.0% PIK				0.0	%	8/15/2021			18,717,631		100	%		18,717,631		11,754,052		4.2	%
Netherlands	Cevher International B.V. Netherlands	Motor Vehicle Parts and Accessories		Wheel Manufacturer		8.00	%		0.0	%	2/7/2024			8,275,000		44	%		9,779,546		9,779,546		3.5	%
Nigeria	Helios Maritime I (5)	Towing and Tugboat Service		Marine Logistics Provider		3.00	%		0.0	%	11/30/2021			16,243,585		100	%		16,243,584		6,984,020		2.5	%
Romania	Lidas SRL	Retail Bakeries		Frozen Bakery Products Manufacturer	7.0% Cash/7.0% PIK				0.0	%	5/20/2024			6,187,371		41	%		6,279,305		6,279,305		2.2	%
Uganda	Agilis Partners Holding LLC (5)	Corn		Grain Processor G	12.80% PIK				0.0	%	7/8/2024			568,179		49	%		568,179		568,179		0.2	%
Uganda	Agilis Partners (5)	Corn		Grain Processor F	3.50% Cash/8.00% PIK				0.0	%	6/30/2025			12,100,913		56	%		12,100,913		10,757,569		3.8	%
*Total Senior Secured Term Loan Participations*																			150,966,964		119,690,547		42.3	%
*Senior Secured Trade Finance Participations* *(1)*
Argentina	Compania Argentina de Granos S.A. (5), (6)	Soybeans		Agriculture Distributor		10.45	%		0.0	%	6/30/2018			12,500,000		83	%		12,500,000		5,239,479		1.9	%
Argentina	Sancor Cooperativas Unidas Ltda (5), (6)	Dairy Farms		Dairy Co-Operative		10.67	%		0.0	%	7/29/2019			5,802,296		100	%		5,802,296		4,180,102		1.5	%
Cameroon	Producam SA (5), (6)	Chocolate and Cocoa Products		Cocoa & Coffee Exporter		9.50%, 6.0	%		0.0	%	6/30/2023			16,035,023		53	%		16,035,023		14,476,312		5.1	%
Ecuador	Pacfish S.A. (8)	Frozen Fish and Seafood		Seafood Processing Company III		12.14	%		2.1	%	2/22/2023			256,741		100	%		256,741		256,741		0.1	%
Hong Kong	Conplex International Ltd. (5), (6)	Telephone and Telegraph Apparatus		Mobile Phone Distributor		10.00	%		0.0	%	5/31/2020			9,072,469		26	%		9,072,469		424,976		0.2	%
Indonesia	PT Citra Labuantirta (11)	Chocolate and Cocoa Products		Cocoa Processor		11.00	%		0.0	%	5/26/2023			5,000,000		17	%		5,000,000		5,000,000		1.8	%
Nigeria	Courtyard Farms Limited (12)	Farm Products		Cocoa Trader III		8.50	%		0.0	%	3/31/2023			664,101		11	%		664,101		664,101		0.2	%
Nigeria	Alfa Systems and Commodity Company Limited (12)	Farm Products		Cocoa Trader II		8.50	%		0.0	%	3/31/2023			820,482		13	%		820,482		820,482		0.3	%
United Arab Emirates	Global Pharma Intelligence Sarl (5), (6)	Drugs, Proprietaries, and Sundries		Pharmaceuticals Distributor		14.60	%		0.0	%	6/30/2018			648,430		15	%		648,430		648,430		0.2	%
*Total Senior Secured Trade Finance Participations*																			50,799,542		31,710,623		11.3	%
*Other Investments (1)*
N/A	IIG TOF B.V. (5), (6)		N/A	Claim in Bankruptcy		N/A			0.0	%		N/A		6,000,000		N/A			6,000,000		2,668,290		0.9	%
Chile	Itelecom Holding Chile SPA (5), (6)	Electric Services		Claim in Bankruptcy		N/A			0.0	%		N/A		1,456,162		N/A			1,456,162		970,393		0.3	%
Argentina	Algodonera Avellaneda S.A. (5), (6)	Cotton Ginning		Claim in Bankruptcy		N/A			0.0	%		N/A		6,000,000		N/A			6,000,000		2,857,650		1.0	%
Argentina	Frigorifico Regional Industrias Alimentarias, S.A., Sucursal Uruguay (5), (6)	Beef Cattle, Except Feedlots		Claim in Bankruptcy		N/A			0.0	%		N/A		9,000,000		N/A			9,000,000		5,297,921		1.9	%
Morocco	Mac Z Group SARL (5), (6)		N/A	Scrap Metal liquidation		N/A			0.0	%	7/31/2018			1,433,058		N/A			1,433,058		628,862		0.2	%
Peru	TriLinc Peru S.A.C. (5)		N/A	Real estate property		N/A			0.0	%	12/31/2025			3,502,265		N/A			3,502,265		3,502,265		1.2	%
*Total other investments*																			27,391,485		15,925,381		5.5	%
*Equity Warrants*
Mexico	Blue Arrow Biojet Holdings, LLC (7)	Refuse Systems		Waste to Fuels Processor		N/A			N/A			N/A		N/A		N/A			—		1,205,503		0.4	%
*Total Investments*																		$	350,118,576	$	273,616,782

See accompanying notes to the consolidated financial statements.

F- 9

Table of Contents

¹	Refer to Notes 2, 3 and 4 of the consolidated financial statements for additional information on the Company’s investments.
²	Fees may include upfront, origination, commitment, facility and/or other fees that the borrower must contractually pay to the Company. Fees, if any, are typically received in connection with term loan transactions and are rarely applicable to trade finance transactions.
³	Trade finance borrowers may be granted flexibility with respect to repayment relative to the stated maturity date to accommodate specific contracts and/or business cycle characteristics. This flexibility in each case is agreed upon between the Company and the sub-advisor and between the sub-advisor and the borrower.
⁴	Percentage of the Company’s participation in total borrowings outstanding under sub-advisor provided financing facility.
⁵	Watch List investment.
⁶	Investment on non-accrual status.
⁷	The Company holds four equity warrants, which upon exercise would entitle the Company to equity interests equivalent to 2.0% of the investee’s equity interest. The warrants have a strike price of $0.01 and expire on July 27, 2024.
⁸	New investment in the fourth quarter of 2022.
⁹	The Company entered into a repurchase agreement in the fourth quarter of 2022. Refer to Note 5 for additional information.
¹⁰	The maturity date was extended to 9/15/2023.
¹¹	The maturity date was extended to 8/31/2023.
¹²	The maturity date was extended to 9/30/2023.

F- 10

Table of Contents

TRILINC GLOBAL IMPACT FUND, LLC

Notes to Consolidated Financial Statements

December 31, 2023

Note 1. Organization and Operations of the Company

TriLinc Global Impact Fund, LLC (the “Company”) was organized as a Delaware limited liability company on April 30, 2012 and formally commenced operations on June 11, 2013. As a result of the Company's LLC structure, the Company's unitholders have limited legal and financial liability for the obligations or debts of the Company. The Company makes impact investments in Small and Medium Enterprises, known as SMEs, which the Company defines as those businesses having less than 500 employees, primarily in developing economies that provide the opportunity to achieve both competitive financial returns and positive measurable impact. The Company uses the proceeds raised from the issuance of units to invest in SMEs through local market sub-advisors in a diversified portfolio of financial assets, including direct loans, convertible debt instruments, trade finance, structured credit and preferred and common equity investments. To a lesser extent, the Company may also make impact investments in companies that may not meet our technical definition of SMEs due to a larger number of employees but that also provide the opportunity to achieve both competitive financial returns and positive measurable impact. In addition, the Company may also make investments in developed economies, including the United States. The Company generally expects that such investments will have similar investment characteristics as SMEs as defined by the Company. The Company’s investment objectives are to generate current income, capital preservation and modest capital appreciation primarily through investments in SMEs. The Company is externally managed by TriLinc Advisors, LLC (the “Advisor”). The Advisor is an investment advisor registered with the Securities and Exchange Commission (“SEC”).

TriLinc Global, LLC (the “Sponsor”) is the sponsor of the Company and employs staff who operate both the Advisor and the Company. The Sponsor owns 100% of the Advisor.

In May 2012, the Advisor purchased 22,161 Class A units for aggregate gross proceeds of $200,000. The Company commenced its initial public offering of up to $1,500,000,000 in units of limited liability company interest (the “Offering”) on February 25, 2013. On June 11, 2013, the Company satisfied its minimum offering requirement of $2,000,000 when the Sponsor purchased 321,330 Class A units for aggregate gross proceeds of $2,900,000 and the Company commenced operations. The primary public offering terminated on March 31, 2017. The Company continues to offer and sell units pursuant to its Distribution Reinvestment Plan (“DRP”). Through the termination of the primary offering, the Company raised approximately $361,776,000 in gross proceeds, including approximately $13,338,000 raised through the DRP. For the period from April 1, 2017 to December 31, 2023, the Company raised an additional $99,790,000 pursuant to a private placement and $53,855,000 pursuant to the DRP for total gross proceeds of $515,125,000 as of December 31, 2023.

Although the Company was organized and intends to conduct its business in a manner so that it is not required to register as an investment company under the Investment Company Act of 1940, as amended, the consolidated financial statements are prepared using the specialized accounting principles of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. Overall, the Company’s management believes the use of investment company accounting makes the Company’s financial statements more useful to investors and other financial statement users since it allows a more appropriate basis of comparison to other entities with similar objectives.

To assist the Company in achieving its investment objective, the Company makes investments via wholly owned subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”), all of which are Cayman Islands exempted companies. The Subsidiaries own all of the Company’s investments. As of December 31, 2023, the Company’s subsidiaries are as follows:

•

TriLinc Global Impact Fund – Asia, Ltd.

•

TriLinc Global Impact Fund – Latin America, Ltd.

•

TriLinc Global Impact Fund – Trade Finance, Ltd.

•

TriLinc Global Impact Fund – African Trade Finance, Ltd.

•

TriLinc Global Impact Fund – Africa, Ltd.

•

TriLinc Global Impact Fund – Latin America II, Ltd.

•

TriLinc Global Impact Fund – African Trade Finance II, Ltd.

•

TriLinc Global Impact Fund – Latin America III, Ltd.

•

TriLinc Global Impact Fund – Asia II, Ltd.

•

TriLinc Global Impact Fund – Asia III, Ltd.

•

TriLinc Global Impact Fund – Asia IV, Ltd.

•

TriLinc Global Impact Fund – African Trade Finance III, Ltd.

•

TriLinc Global Impact Fund – Europe, Ltd.

•

TriLinc Global Impact Fund – North America, Ltd.

•

TriLinc Global Impact Fund – Africa Latin America, Ltd.

	•	TriLinc Global Impact Fund – Africa Latin America Trade Finance, Ltd.
	•	TriLinc Global Impact Fund – Cayman, Ltd.

Through December 31, 2023, the Company has made, through its Subsidiaries, loans in a number of countries located in South America, Asia, Africa, North America and Europe.

F- 11

Table of Contents

Note 2. Significant Accounting Policies

Basis of Presentation

The Company’s financial information is prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company follows the accounting and reporting guidance in the FASB ASC Topic 946 — Financial Services, Investment Companies (“ASC 946”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates. In particular, economic conditions globally remain challenging, particularly for advanced economies, due to inflation and the dramatic rise in interest rates. Additionally, many of the Company’s borrowers were negatively affected by higher operating costs and supply chain issues that began in 2020 with the onset of the COVID-19 pandemic, which were further exacerbated by the conflict between Russia and Ukraine. Fortunately, most supply side conditions normalized in 2023, providing some economic relief to borrower companies. However, the combination of pandemic period effects, in many cases, had devastating and long-lasting impacts on the businesses, financial condition and results of operations of several borrower companies. The full extent to which the pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including fair value measurements, will depend on future developments that are highly uncertain and difficult to predict.

The accompanying consolidated financial statements include the accounts of the Company and its Subsidiaries, which were established to hold certain investments of the Company. The Company owns 100% of each Subsidiary and, as such, the Subsidiaries are consolidated into the Company’s consolidated financial statements. Transactions between the Company and its Subsidiaries, to the extent they occur, are eliminated in consolidation. The consolidated financial statements reflect all adjustments, consisting solely of normal recurring accruals, that, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition as of and for the periods presented. These financial statements are presented in United States (“U.S.”) dollars, which is the functional and reporting currency of the Company and all its Subsidiaries.

Certain prior year balances have been reclassified to conform with the current year presentation.

Cash

Cash consists of demand deposits at a financial institution located in the U.S. Such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits. The Company considers the credit risk of this financial institution to be remote and has not experienced and does not expect to experience any losses in any such accounts. The Company limits its credit risk by selecting financial institutions considered to be highly creditworthy.

Revenue Recognition

The Company records interest income on an accrual basis to the extent that the Company expects to collect such amounts. Following the initial accrual of interest income, the interest receivable balances are adjusted to have such balances reflect their net realizable value at each reporting date. The Company determines the net realizable value using the same methodologies used to determine the fair value of investments. Structuring, upfront and similar fees are recorded as a discount on investments purchased and are accreted into interest income, on a straight-line basis, which the Company has determined not to be materially different from the effective yield method.

The Company records prepayment penalties for loans and debt securities paid back to the Company prior to the maturity date as income upon receipt.

The Company generally places loans on non-accrual status when there is a reasonable doubt that principal or interest will be collected. Non-accrual loans are generally restored to accrual status when past due principal and interest is paid and, in the Company’s judgment, is likely to remain current over the remainder of the term.

Valuation of Investments

The Company carries all of its investments at fair value with changes in fair value recognized in the consolidated statement of operations. Fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value measurement guidance establishes a hierarchal disclosure framework that prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Based on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values. Investments carried at fair value are classified and disclosed in one of the following three categories:

•

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

F- 12

Table of Contents

•

Level 2 — Valuations based on inputs other than quoted prices included in Level 1, which are either directly or indirectly observable.

•

Level 3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and is based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities.

These investments include debt and equity investments in private companies or assets valued using the income or liquidation approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates and earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. Certain investments may be valued based upon a collateral approach, which uses estimated value of underlying collateral and includes adjustments deemed necessary for estimates of costs to obtain control and liquidate available collateral. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.

The inputs used in the determination of fair value may require significant judgment or estimation.

Investments for which market quotations are readily available are valued at those quotations. Most of the Company’s investments are loans to private companies, which are not actively traded in any market and for which quotations are not available. For those investments for which market quotations are not readily available, or when such market quotations are deemed by the Advisor not to represent fair value, the Company’s board of managers has approved a multi-step valuation process to be followed each fiscal quarter, as described below:

Each investment is valued by the Advisor on a quarterly basis;

Materiality is assessed quarterly on all investments to determine whether an independent review is appropriate. When deemed appropriate, the Advisor engages a third-party valuation firm to conduct an independent review of the reasonableness of the Advisor’s internal estimates of fair value on all term loans and trade finance watch list investments, and to provide an opinion of whether they concur with the Advisor’s analysis. The independent assessment occurs on a discretionary basis based on qualifications that takes into account both quantitative thresholds and qualitative considerations, as determined by the Advisor. The analysis performed by the independent valuation firm is based upon data and assumptions provided to it by the Company and received from third party sources, which the independent valuation firm relies upon as being accurate without independent verification. The results of the analyses performed by the independent valuation firm are among the factors taken into consideration by the Company and its management in making its determination with respect to the fair value of such investments, but are not determinative. The Company and its management are solely and ultimately responsible for determining the fair value of the Company’s investments in good faith;

The audit committee of the Company’s board of managers reviews and discusses the preliminary valuation prepared by the Advisor and any report rendered by the independent valuation firm; and

The board of managers discusses the valuations and determines the fair value of each investment in the Company’s portfolio in good faith based on the inputs which include but are not limited to, inputs of the Advisor, the independent valuation firm and the audit committee. The Company and its board of managers are solely and ultimately responsible for the determination, in good faith, of the fair value of each investment.

Below is a description of factors that the Company’s board of managers may consider when valuing the Company’s investments.

Any potential valuation adjustments are subject to a materiality threshold as determined by the Advisor. Due to the fact that all non-Watch List investments are performing loans, no macroeconomic indicator or other event observed that would reasonably be expected to have a material impact on the underlying performance or collateral value of the investment. If, pursuant to the Company's quarterly review, the Company determines that one or more material valuation adjustments are appropriate, then the Company adjusts the fair value. Historically, in most cases when these adjustments have resulted in a fair value that is materially less than the investment’s amortized cost, the Company has determined to place it on the Watch List.

F- 13

Table of Contents

Fixed income investments are typically valued utilizing an income approach, collateral based approach, or a combination of these approaches (and any others, as appropriate). The income approach uses valuation techniques to convert future amounts (for example, interest and principal payments) to a single present value amount (Discounted Cash Flow or “DCF”) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts. For Watch List investments, the Company predominantly uses the income approach, but may also use a collateral based approach (also known as a liquidation or net recovery approach), or a hybrid approach consisting of the income approach and the collateral based approach. The collateral based approach uses estimates of the collateral value of the borrower’s assets using an expected recovery model. When using the collateral based approach, the Company determines the fair value of the remaining assets, discounted to reflect the anticipated amount of time to recovery and the uncertainty of recovery. The Company also may make further adjustments to account for anticipated costs of recovery, including legal fees and expenses. In following a given approach, the types of factors that the Company may take into account in valuing the Company’s investments include, as applicable:

•

Macro-economic factors that are relevant to the investment or the underlying borrower

•

Industry factors that are relevant to the investment or the underlying borrower

•

Historical and projected financial performance of the borrower based on most recent financial statements

•

Borrower draw requests and payment track record

•

Loan covenants, duration and drivers

•

Performance and condition of the collateral (nature, type and value) that supports the investment

•

Sub-Advisor recommendation as to possible impairment or reserve, including updates and feedback

•

For participations, the Company’s ownership percentage of the overall facility

•

Key inputs and assumptions that are believed to be most appropriate for the investment and the approach utilized

•

Applicable global interest rates

•

Impact of investments placed on non-accrual status

With respect to warrants and other equity investments, as well as certain fixed income investments, the Company may also look to private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies, option pricing models or industry practices in determining fair value. The Company may also consider the size and scope of a portfolio company and its specific strengths and weaknesses, as well as any other factors the Company deems relevant in measuring the fair values of the Company’s investments.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments

The Company measures net realized gains or losses as the difference between the net proceeds from the repayment or sale on investments and the amortized cost basis of the investment including unamortized upfront fees and prepayment penalties. Realized gains or losses on the disposition of an investment are calculated using the specific identification method, utilizing the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Payment-in-Kind Interest

The Company has investments that contain a payment-in-kind, or PIK, interest provision. For loans with contractual PIK interest, any interest will be added to the principal balance of such investments and be recorded as income, if the valuation indicates that such interest is collectible. For the years ended December 31, 2023 and 2022, the Company earned and capitalized PIK interest of $18,097,506 and $19,595,008, respectively.

F- 14

Table of Contents

Distribution and Ongoing Dealer Manager and Service Fees

The Company pays a distribution fee equal to 0.8% per annum of the Company’s current estimated value per share for each Class C unit sold in the Offering or pursuant to a private placement. The distribution fee is payable until the earlier to occur of the following: (i) a listing of the Class C units on a national securities exchange, (ii) following completion of each respective offering, total selling compensation equaling 10% of the gross proceeds of such offering, or (iii) there are no longer any Class C units outstanding. In addition, the Company pays an ongoing dealer manager fee for each Class I unit and Class W unit sold pursuant to a private placement. Such ongoing dealer manager fee is payable for five years until the earlier of: (x) the date on which such Class I units or Class W units are repurchased by the Company; (y) the listing of the Class I units or Class W units on a national securities exchange, the sale of the Company or the sale of all or substantially all of the Company’s assets; or (z) the fifth anniversary of the admission of the investor as a unitholder. Further, the Company pays an ongoing service fee for each Class W unit sold pursuant to the private placement. Such ongoing service fee is payable for six years until the earlier of: (x) the date on which such Class W units are repurchased by the Company; (y) the listing of the Class W units on a national securities exchange, the sale of the Company or the sale of all or substantially all of the Company’s assets; or (z) the sixth anniversary of the admission of the investor as a unitholder. The distribution fees, ongoing dealer manager fees and service fees are not paid at the time of purchase. Such fees are payable monthly in arrears, as they become contractually due.

The Company accounts for the distribution fees as a charge to equity at the time each Class C unit was sold in the Offering and recorded a corresponding liability for the estimated amount to be paid in future periods. The Company accounts for the ongoing dealer manager fees and service fees paid in connection with the sale of Class I and Class W units in the private placement in the same manner. At December 31, 2023, the estimated unpaid distribution fees for Class C units amounted to $335,000, the unpaid dealer manager fees for Class I units amounted to $14,000 and the unpaid dealer manager and service fees for Class W units amounted to $1,000.

Income Taxes

The Company is classified as a partnership for U.S. federal income tax purposes. As such, the Company allocates all income or loss to its unitholders according to their respective percentage of ownership, and is generally not subject to tax at the entity level. Therefore, no provision for federal or state income taxes has been included in these financial statements.

The Company may be subject to withholding taxes on income and capital gains imposed by certain countries in which the Company invests. The withholding tax on income is netted against the income accrued or received. Any reclaimable taxes are recorded as income. The withholding tax on realized or unrealized gain is recorded as a liability.

The Company follows the guidance for uncertainty in income taxes included in ASC 740, Income Taxes. This guidance requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including the resolution of any related appeals or litigation processes, based on the technical merits of the position.

As of December 31, 2023, no tax liability for uncertain tax positions had been recognized in the accompanying consolidated financial statements nor did the Company recognize any interest and penalties related to unrecognized tax benefits. The earliest year that the Company’s income tax returns are subject to examination is the period ended December 31, 2020.

Unitholders are individually responsible for reporting income or loss, to the extent required by the federal and state income tax laws and regulations, based upon their respective share of the Company’s income and expense as reported for income tax purposes.

Calculation of Net Asset Value

The Company’s net asset value is calculated on a quarterly basis. As of December 31, 2023, the Company has six classes of units: Class A units, Class C units, Class I units, Class W units, Class Y units and Class Z units. All units participate in the income and expenses of the Company on a pro-rata basis based on the number of units outstanding. Under GAAP, pursuant to SEC guidance, the Company records liabilities for (i) ongoing fees that the Company currently owes to the dealer manager under the terms of the dealer manager agreement and (ii) for an estimate of the fees that the Company may pay to the dealer manager in future periods. As of December 31, 2023, under GAAP, the Company has recorded a liability in the amount of $350,000 for the estimated future amount of Class C unit distribution fees, Class I unit dealer manager fees, Class W unit ongoing dealer manager fees and Class W unit service fees payable. Such fees are charged against capital when incurred.

The Company is not required to determine its net asset value per unit under GAAP and therefore, its determination of net asset value per unit for Class C units, Class I units and Class W units varies from GAAP. The Company does not deduct the liability for estimated future distribution fees in its calculation of net asset value per unit for Class C units. Further, the Company does not deduct the liability for estimated future dealer manager fees in its calculation of the net asset value per unit for Class I units and Class W units. Likewise, the Company does not deduct the liability for estimated future service fees in its calculation of the net asset value per unit for Class W units. The Company believes this approach is consistent with the industry standard and appropriate since the Company intends for the net asset value to reflect the estimated value on the date that the Company determines its net asset value.

F- 15

Table of Contents

Accordingly, the Company believes that its estimated net asset value at any given time should not include consideration of any estimated future distribution, ongoing dealer manager or service fees that may become payable after such date. As a result, as of December 31, 2023, each of the Class A, Class C, Class I, Class W, Class Y and Class Z units have the same net asset value per unit of approximately $5.72, which is different than the net asset value per unit of approximately $ 5.71 (on an aggregate basis for all unit classes) as shown in Note 10 – Financial Highlights. This net asset value per unit reflects a decrease of approximately $0.20 per unit from the net asset value per unit of approximately $5.92 as of December 31, 2022. The decrease in net asset value per unit was due to a combination of factors such as global economic conditions, inflation and the dramatic rise in interest rates. The Company recorded $15,238,313 in net realized losses on its investments during the year ended December 31, 2023.

Net Income (Loss) per Unit

Basic net income (loss) per unit is computed by dividing net income (loss) by the weighted average number of members’ units outstanding during the period. Diluted net income or loss per unit is computed by dividing net income (loss) by the weighted average number of members’ units and members’ unit equivalents outstanding during the period. The Company did not have any potentially dilutive units outstanding at December 31, 2023 and 2022.

Organization and Offering Costs

The Sponsor has incurred organization and offering costs on behalf of the Company. Organization and offering costs incurred in connection with the Offering were reimbursable to the Sponsor to the extent the aggregate of selling commissions, dealer manager fees and other organization and offering costs did not exceed 15.0% of the gross offering proceeds raised from the Offering (the “O&O Reimbursement Limit”) and were accrued and payable by the Company only to the extent that such costs did not exceed the O&O Reimbursement Limit. Reimbursements to the Sponsor of organization and offering costs are included as a reduction to net assets on the Consolidated Statement of Changes in Net Assets. Based on the proceeds raised through the end of the Offering, the organization and offering costs did not exceed the O&O Reimbursement Limit, and reimbursement to the Sponsor of the initial offering and organization costs were recorded in periods prior to 2021. The Company continues to incur certain offering costs associated with the DRP as well as the ongoing fees described above in “Distribution and Ongoing Dealer Manager and Service Fees.” The Company may incur these costs directly, or may reimburse the Sponsor for paying these offering costs on behalf of the Company.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). This update provided specific guidance and optional expedients relating to contract modifications, hedging relationships, cash flow hedges and other transactions associated with the London Interbank Offered Rate (“LIBOR”), which has since been discontinued.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) to defer the sunset date of Topic 848 to December 31, 2024. The optional expedients are not applied subsequent to December 31, 2024, except for certain optional expedients elected for hedging relationships. The Company has evaluated the guidance and does not expect a material impact on its consolidated financial statements.

Risk Factors

As an externally-managed company, the Company is largely dependent on the efforts of the Advisor, the sub-advisors and other service providers and has been dependent on the Sponsor for financial support in prior periods.

The Company’s sub-advisors are responsible for locating, performing due diligence and closing on suitable acquisitions based on their access to local markets, local market knowledge for quality deal flow and extensive local private credit experience. However, because the sub-advisors are separate companies from the Advisor, the Company is subject to the risk that one or more of its sub-advisors will be ineffective or materially underperform. The Company’s ability to achieve its investment objectives and to pay distributions to unitholders will be dependent upon the performance of its sub-advisors in the identification, performance of due diligence on and acquisition of investments, the determination of any financing arrangements, and the management of the Company’s projects and assets. The Company is subject to the risk that the Company’s sub-advisors may fail to perform according to the Company’s expectations, or the due diligence conducted by the sub-advisors may fail to reveal all material risks of the Company’s investments, which could result in the Company being materially adversely affected.

The Company is subject to financial market risks, including changes in interest rates. Global economies and capital markets can and have experienced significant volatility, which has increased the risks associated with investments in collateralized private debt instruments. Investment in the Company carries risk and there are no guarantees that the Company’s investment objectives will be achieved. The Company relies on the ability of the Advisor and the ability of the sub-advisors’ investment professionals to obtain adequate information to evaluate the potential returns from these investments, which primarily are made in, with or through private companies. If the Company is unable to uncover all material information about these companies or is provided incorrect or inadequate information about these companies from the Company’s subadvisors, the Company may not make a fully informed investment decision, and the Company may lose money on its investments. As described further in the Watch List Investments section in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, IIG was the sub-advisor with respect to five of the 23 investments that the Company has deemed Watch List investments, which are investments with respect to which the Company has determined there have been significant changes in the credit and collection risk of the investment. As described in Note 3, IIG failed to provide the Company with complete and accurate information with respect to the Company’s investments for which IIG was the sub-advisor, and sold the Company a $6 million participation in a loan that did not exist. In November 2019, the SEC charged IIG with fraud and revoked IIG's registration as an investment adviser. On March 30, 2020, the SEC obtained a final judgment on consent that enjoins IIG from violating the antifraud provisions of the federal securities laws. IIG has ceased operations and the Company does not expect to receive any further reporting from IIG with respect to its outstanding investments. IIG’s acts and omissions have negatively affected and are likely to continue to negatively affect the value of certain of the Company’s investments, which could adversely affect returns to the Company’s unitholders.

The Company’s investments consist of loans, loan participations and trade finance participations that are illiquid and non-traded, making purchase or sale of such financial instruments at desired prices or in desired quantities difficult. Furthermore, the sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value any such investments accurately.

The value of the Company’s investments in loans may be detrimentally affected to the extent, among other things, that a borrower defaults on its obligations, there is insufficient collateral securing the loan and/or there are extensive legal and other costs incurred in collecting on a defaulted loan, observable secondary or primary market yields for similar instruments issued by comparable companies increase materially or risk premiums required in the market between smaller companies, such as the Company’s borrowers, and those for which market yields are observable increase materially. The majority of the Company’s investments are in the form of participation interests, in financing facilities originated by one of the Company’s sub-advisors. Accordingly, the Company’s counterparty for investments in participation interests generally will be the respective sub-advisor or its affiliate. In these instances, the Company will not have a contract with the underlying borrower and therefore, in the event of default, will not have the ability to directly seek recovery against the collateral and instead will have to seek recovery through the Company’s sub-advisor counterparty, which increases the risk of full recovery. These risks may be further exacerbated by the conflict between Russia and Ukraine. Fortunately, most supply side conditions normalized in 2023, providing some economic relief to borrower companies. However, the combination of pandemic period effects, in many cases, had devastating and long-lasting impacts on the businesses, financial condition and results of operations of several borrower companies. In addition, as of December 31, 2023 and 2022, all but one of the Company’s investments were denominated in U.S. dollars. If the U.S. dollar rises, it may become more difficult for borrowers to make loan payments if the borrowers are operating in markets where the local currencies are depreciating relative the U.S. dollar.

F- 16

Table of Contents

In addition, certain of the Company’s investments in loans contain a PIK interest provision. These investments may expose the Company to higher risks, including an increased risk of potential loss because PIK interest results in an increase in the size of the outstanding loan balance. The Company may also be exposed to the risk that it may be more difficult to value the investments because the continuing accrual of interest requires continuing subjective judgments about the collectability of the deferred payments and the value of the underlying collateral. To the extent the loan is structured as a PIK interest-only loan, the probability and magnitude of a loss on the Company’s investment may increase.

At December 31, 2023, the Company’s largest loan by value was $47,602,300, or 18.2% of total investments, and provides for PIK interest, with principal and interest due at maturity. The Company’s five largest loans by value comprised 45.4% of the Company’s portfolio at December 31, 2023. Participations in loans amounted to 44.3% of the Company’s total portfolio at December 31, 2023.

Note 3. Investments

As of December 31, 2023, the Company’s investments consisted of the following:

					Percentage
	Amortized Cost		Fair Value		of Total Investments
Senior secured term loans	$	129,304,044	$	108,317,851		41.4	%
Senior secured term loan participations		107,513,822		87,306,046		33.4	%
Senior secured trade finance participations		39,410,680		28,607,328		10.9	%
Other investments		25,623,344		14,371,380		5.5	%
Convertible notes		21,592,328		21,768,698		8.3	%
Equity warrants		—		1,309,404		0.5	%
Total investments	$	323,444,218		261,680,707		100.0	%

As of December 31, 2022, the Company’s investments consisted of the following:

					Percentage
	Amortized Cost		Fair Value		of Total Investments
Senior secured term loans	$	120,960,585	$	105,084,728		38.5	%
Senior secured term loan participations		150,966,964		119,690,547		43.7	%
Senior secured trade finance participations		50,799,542		31,710,623		11.6	%
Other investments		27,391,485		15,925,381		5.8	%
Equity warrants		—		1,205,503		0.4	%
Total investments	$	350,118,576	$	273,616,782		100.0	%

Participations

The majority of the Company’s investments are in the form of participation interests (“Participations”). Participations are interests in financing facilities originated by one of the Company’s sub-advisors. Participations may be interests in one specific loan or trade finance transaction, several loans or trade finance transactions under a facility, or may be interests in an entire facility. The Company’s rights under Participations include, without limitation, all corresponding rights in payments, collateral, guaranties, and any other security interests obtained by the respective sub-advisor in the underlying financing facilities.

Interest Receivable

Depending on the specific terms of the Company’s investments, interest earned by the Company is payable either monthly, quarterly, or, in the case of most trade finance investments, at maturity. As such, some of the Company’s trade finance investments have up to a year or more of accrued interest receivable as of December 31, 2023. In addition, certain of the Company’s investments in term loans accrue deferred interest, which is not payable until the maturity of the loans. Accrued deferred interest included in the interest receivable balance as of December 31, 2023 and 2022 amounted to approximately $897,000 and $2,047,000, respectively. The Company’s interest receivable balances at December 31, 2023 and 2022 are recorded at net realizable value.

F- 17

Table of Contents

Trade Finance

Trade finance encompasses a variety of lending structures that support the export, import or sale of goods between producers and buyers in various countries and across various jurisdictions. The strategy is most prevalent in the financing of commodities. The Company’s Participations in trade finance positions typically fall into two broad categories: pre-export financing and receivable/inventory financing. Pre-export financing represents advances to borrowers based on proven orders from buyers. Receivable/inventory financing represents advances on borrowers’ eligible receivable and inventory balances. For trade finance, the structure and terms of the facility underlying the Company’s Participations vary according to the nature of the transaction being financed. The structure can take the form of a revolver with multiple draw requests and maturity of up to one year based on collateral and performance requirements. The structure can also be specific to the individual transaction being financed, which typically have shorter durations of 60 – 180 days. With respect to underwriting, particular consideration is given to the following:

•

nature of the goods or transaction being financed,

•

the terms associated with the sale and repayment of the goods,

•

the execution risk associated with producing, storing and shipment of the goods,

•

the financial and performance profile of both the borrower and end buyer(s),

•

the underlying advance rate and subsequent Loan to Value (“LTV”) associated with lending against the goods that serve to secure the facility or transaction,

•

collateral and financial controls (collection accounts and inventory possession),

•

third party inspections and insurance, and

•

the region, country or jurisdiction in which the financing is being completed.

Collateral varies by transaction, but is typically raw or finished goods inventory, and/or receivables. In the case of pre-export finance, the transaction is secured by purchase orders from buyers or offtake contracts, which are agreements between a buyer and seller to purchase/sell a future product.

Terms depend on the nature of the facility or transaction being financed. As such, they depend on the credit profile of the underlying financing, as well as the speed and detail associated with the request for financing. Interest can be paid as often as monthly or quarterly on revolving facilities (one year in duration) or at maturity when dealing with specific transactions with shorter duration, which is the case for the majority of the Company’s trade finance positions. At times, settlement can be delayed due to documentation, shipment, transportation or port clearing issues, delays associated with the end buyer or off-taker assuming possession, possible changes to contract or offtake terms, and the aggregation of settlement of multiple individual transactions. Conversely, at times payments are made ahead of schedule, as transactions either clear faster than expected, borrowers decide to prepay or pay down ahead of schedule, counterparties clear multiple individual transactions in one settlement, or less expensive financing is secured by the borrower.

On occasion, the Company may receive notice from the respective sub-advisor that a borrower or counterparty to a financing facility underlying one of the Company’s Participations intends to pay ahead of schedule or in one lump sum (settling multiple draw requests all at once). Depending on timing and the ability to redeploy these funds, combined with projected inflows of capital, these outsize payments can negatively impact the Company’s performance. In these situations, the credit profile of the borrower, and the transaction in general, is reviewed with the sub-advisor and a request may be made to either stagger payments, where at all possible, or request that payment only be made at the end of that specific financial quarter. These requests or accommodations, which happen very rarely, will only be made where the Company has strong comfort in and around the credit profile of the transaction or borrower.

Short Term Investments

Short term investments are defined by the Company as investments that generally meet the standard underwriting guidelines for trade finance and term loan transactions and that also have the following characteristics: (1) maturity of less than one year, (2) loans to borrowers to whom, at the time of funding, the Company does not expect to re-lend. Impact data is not tracked for short term investments.

Warrants

Certain investments, including loans and participations, may carry equity warrants, which allow the Company to buy shares of the portfolio company at a given price, which the Company may exercise at its discretion during the life of the portfolio company. The Company’s goal is to ultimately dispose of such equity interests and realize gains upon the disposition of such interests. However, these warrants and equity interests are generally illiquid and it may be difficult for the Company to dispose of them. In addition, the Company expects that any warrants or other return enhancements received when the Company makes or invests in loans may require several years to appreciate in value and may not appreciate at all.

F- 18

Table of Contents

The industry composition of the Company’s portfolio, at fair value as of December 31, 2023 and December 31, 2022, was as follows:

	As of December 31, 2023					As of December 31, 2022
	Fair		Percentage			Fair		Percentage
Industry	Value		of Total			Value		of Total
Beef Cattle, Except Feedlots	$	2,955,774		1.1	%	$	5,297,921		1.9	%
Boatbuilding and Repairing		8,056,522		3.1	%		7,185,803		2.6	%
Chemicals and Allied Products		7,032,859		2.7	%		11,846,182		4.3	%
Chocolate and Cocoa Products		29,476,313		11.3	%		29,476,312		10.8	%
Coal and Other Minerals and Ores		34,631,447		13.2	%		34,263,217		12.5	%
Computer Related Services, NEC		21,768,698		8.3	%		19,197,073		7.0	%
Corn		11,869,501		4.5	%		11,325,748		4.1	%
Corrugated and Solid Fiber Boxes		3,598,133		1.4	%		9,795,061		3.6	%
Cotton Ginning		1,792,698		0.7	%		2,857,650		1.0	%
Dairy Farms		4,289,181		1.6	%		4,180,102		1.5	%
Drugs, Proprietaries, and Sundries		648,430		0.2	%		648,430		0.2	%
Electric Services		970,393		0.4	%		970,393		0.4	%
Farm Products		—		0.0	%		1,484,583		0.5	%
Freight Transportation Arrangement		4,601,330		1.8	%		4,926,482		1.8	%
Frozen Fish and Seafood		3,470,108		1.3	%		256,741		0.1	%
Hotels and Motels		15,186,805		5.8	%		17,834,541		6.5	%
Land Subdividers and Developers		15,326,637		5.9	%		11,754,052		4.3	%
Motor Vehicle Parts and Accessories		10,697,318		4.1	%		9,779,546		3.6	%
Personal Credit Institutions		6,256,964		2.4	%		5,016,027		1.8	%
Petroleum and Petroleum Products		—		0.0	%		3,289,660		1.2	%
Refuse Systems		48,911,704		18.7	%		40,046,513		14.6	%
Retail Bakeries		6,944,636		2.7	%		6,279,305		2.3	%
Short-Term Business Credit		2,792,341		1.1	%		2,368,290		0.9	%
Soybeans		5,723,296		2.2	%		5,239,479		1.9	%
Sugarcane and Sugar Beets		453,112		0.2	%		339,258		0.1	%
Telephone and Telegraph Apparatus		—		0.0	%		424,976		0.3	%
Telephone Communications		—		0.0	%		13,750,000		5.1	%
Towing and Tugboat Service		5,573,992		2.1	%		6,984,020		2.6	%
Other		8,652,515		3.2	%		6,799,417		2.5	%
Total	$	261,680,707		100.0	%	$	273,616,782		100.0	%

F- 19

Table of Contents

The table below shows the portfolio composition by geographic classification at fair value as of December 31, 2023 and December 31, 2022:

	As of December 31, 2023					As of December 31, 2022
	Fair		Percentage			Fair		Percentage
Country	Value		of Total			Value		of Total
Argentina (1)	$	14,760,949		5.6	%	$	17,575,152		6.3	%
Botswana		2,792,341		1.1	%		2,368,290		0.9	%
Brazil		30,278,332		11.6	%		26,722,134		9.8	%
Cabo Verde		15,186,805		5.8	%		17,834,541		6.5	%
Cameroon		14,476,313		5.5	%		14,476,312		5.3	%
Chile		970,393		0.4	%		970,393		0.4	%
Colombia		4,245,889		1.6	%		3,219,553		1.2	%
Ecuador		7,068,241		2.7	%		10,051,802		3.7	%
Ghana		—		0.0	%		3,289,660		1.2	%
Hong Kong		15,302,209		5.8	%		16,083,661		5.9	%
Indonesia		15,000,000		5.7	%		15,000,000		5.5	%
Jersey		—		0.0	%		13,750,000		5.0	%
Kenya		4,601,330		1.8	%		4,926,482		1.8	%
Malaysia		7,032,859		2.7	%		11,846,182		4.3	%
Mexico		50,922,779		19.5	%		41,842,987		15.3	%
Morocco		239,370		0.1	%		628,862		0.2	%
Namibia		15,326,637		5.9	%		11,754,052		4.3	%
Netherlands		10,697,318		4.1	%		9,779,546		3.6	%
Nigeria		7,371,480		2.8	%		8,468,603		3.1	%
Peru		3,375,367		1.3	%		3,502,265		1.3	%
Romania		6,944,636		2.7	%		6,279,305		2.3	%
Singapore		19,329,238		7.4	%		18,604,532		6.8	%
United Arab Emirates		648,430		0.2	%		648,430		0.2	%
Uganda		11,869,501		4.5	%		11,325,748		4.1	%
N/A		3,240,290		1.2	%		2,668,290		1.0	%
Total	$	261,680,707		100.0	%	$	273,616,782		100.0	%

(1)	All of the Company’s investments in Argentina are Participations in trade finance facilities originated by IIG TOF B.V.

Note 4. Fair Value Measurements

The following table summarizes the valuation of the Company’s investments by the fair value hierarchy levels required under ASC 820 as of December 31, 2023:

	Fair
	Value		Level 1		Level 2		Level 3
Senior secured term loans	$	108,317,851	$	—	$	—	$	108,317,851
Senior secured term loan participations		87,306,046		—		—		87,306,046
Senior secured trade finance participations		28,607,328		—		—		28,607,328
Other investments		14,371,380		—		—		14,371,380
Convertible notes		21,768,698		—		—		21,768,698
Equity warrants		1,309,404		—		—		1,309,404
Total	$	261,680,707	$	—	$	—	$	261,680,707

F- 20

Table of Contents

The following table summarizes the valuation of the Company’s investments by the fair value hierarchy levels required under ASC 820 as of December 31, 2022:

	Fair
	Value		Level 1		Level 2		Level 3
Senior secured term loans	$	105,084,728	$	—	$	—	$	105,084,728
Senior secured term loan participations		119,690,547		—		—		119,690,547
Senior secured trade finance participations		31,710,623		—		—		31,710,623
Other investments		15,925,381		—		—		15,925,381
Equity warrants		1,205,503		—		—		1,205,503
Total	$	273,616,782	$	—	$	—	$	273,616,782

The following is a reconciliation of activity for the year ended December 31, 2023, of investments classified as Level 3:

	Fair Value at December 31, 2022		Purchases		Proceeds from disposition of investments			Reclassifications			Payment-in-kind interest		Net change in unrealized appreciation (depreciation)			Net realized gains (losses)			Fair Value at December 31, 2023
Senior secured term loans	$	105,084,728	$	—	$	(6,815,940	)	$	5,000,000		$	9,705,068	$	(5,110,334	)	$	454,329		$	108,317,851
Senior secured term loan participations		119,690,547		1,803,105		(25,108,771	)		(22,557,046	)		7,412,280		11,068,644			(5,002,713	)		87,306,046
Senior secured trade finance participations		31,710,623		9,511,909		(5,358,233	)		(6,797,488	)		—		8,285,570			(8,745,053	)		28,607,328
Other investments		15,925,381		—		(3,565,628	)		1,797,488			—		214,139			—			14,371,380
Convertible notes		—		—		—			22,557,046			980,158		176,370			(1,944,876	)		21,768,698
Equity warrants		1,205,503		—		—			—			—		103,901			—			1,309,404
Total	$	273,616,782	$	11,315,014	$	(40,848,572	)	$	—		$	18,097,506	$	14,738,290		$	(15,238,313	)	$	261,680,707

The following is a reconciliation of activity for the year ended December 31, 2022, of investments classified as Level 3:

	Fair Value at December 31, 2021		Purchases		Proceeds from disposition of investments			Reclassifications			Accretion of discounts / Payment-in-kind interest		Net change in appreciation (depreciation)			Realized loss			Fair Value at December 31, 2022
Senior secured term loans	$	119,374,062	$	—	$	(3,280,767	)	$	(4,472,658	)	$	10,347,606	$	(13,200,462	)	$	(3,683,053	)	$	105,084,728
Senior secured term loan participations		132,290,743		5,365,089		(10,612,301	)		—			8,656,977		(16,009,961	)		—			119,690,547
Senior secured trade finance participations		45,092,689		256,742		(502,101	)		(8,784,433	)		1,055,270		(4,672,684	)		(734,860	)		31,710,623
Short term investments		3,758,063		—		—			13,257,091			—		(1,089,773	)		—			15,925,381
Equity warrants		1,088,168		—		—			—			—		117,335			—			1,205,503
Total	$	301,603,725	$	5,621,831	$	(14,395,169	)	$	—		$	20,059,853	$	(34,855,545	)	$	(4,417,913	)	$	273,616,782

Net unrealized depreciation for the years ended December 31, 2023 and 2022 reported in the Company’s consolidated statements of operations attributable to the Company’s Level 3 assets still held at period end were approximately $6,091,000 and $35,144,000, respectively.

F- 21

Table of Contents

As of December 31, 2023, all of the Company’s portfolio investments utilized Level 3 inputs. The following table presents the quantitative information about Level 3 fair value measurements of the Company’s investments as of December 31, 2023:

	Fair value		Valuation technique	Unobservable input	Range (weighted average) (4)
Senior secured trade finance participations (2)	$	23,669,717	Collateral based approach, Income approach (DCF)	Value of collateral (collateral coverage ratio), Discount rate	0.88x, 16.75% - 17.50% (17.28%)
Senior secured trade finance participations (1)	$	4,937,611	Collateral based approach	Value of collateral (collateral coverage ratio)	0.85x - 1.67x
Senior secured term loans (2)	$	108,317,851	Collateral based approach, Income approach (DCF)	Value of collateral (collateral coverage ratio), Discount rate	0.12x, 13.25% - 20.50% (18.54%)
Senior secured term loan participations (2)	$	71,979,409	Collateral based approach, Income approach (DCF)	Value of collateral (collateral coverage ratio), Discount rate	0.0x - 0.25x, 11.0% - 23.40% (17.26%)
Senior secured term loan participations (1)	$	15,326,637	Collateral based approach	Value of collateral (collateral coverage ratio)	0.76x
Other investments (3)	$	14,371,380	Collateral based approach, Income approach (DCF)	Value of collateral (collateral coverage ratio), Discount rate	0.0x - 1.20x, 9.5% (9.5%)
Convertible note (2)	$	21,768,698	Income approach (DCF)	Discount rate	15.75% - 16.75% (16.72%)
Equity warrants	$	1,309,404	Option Pricing Method	Risk free rate, volatility, time to liquidity	3.84%, 82%, 5 years

(1)	Collateral based approach used for the following Watch List investments: Trustco, Sancor and GPI.

(2)

The Company used the income approach for the following Watch List investments: Usivale, Limas, Triton, Helios Maritime, Agilis Partners, CAGSA, Producam, Qintess and Equity Participation in Cocoa Transaction and a hybrid of the collateral based approach and the income approach for Vikudha, Ecsponent, MICD, and WinRep using additional unobservable inputs including recovery rates ranging from 15% to 30%, after considering potential and ongoing litigation and expected collection period ranging from 2 to 3 years.

(3)	These investments were originally classified as trade finances or term loans. Due to the fact that the original borrowers have been placed into bankruptcy, or the original loans were converted to other types of investments, the original investments have been reclassified as other investments.

(4)	The inputs were weighted based on the fair value of the investments included in the range.

As of December 31, 2022, all of the Company’s portfolio investments utilized Level 3 inputs. The following table presents the quantitative information about Level 3 fair value measurements of the Company’s investments as of December 31, 2022:

	Fair value		Valuation technique	Unobservable input	Range (weighted average)
Senior secured trade finance participations (2)	$	26,457,115	Income approach (DCF)	Discount rate		10.5% - 15.75% (15.0%)
Senior secured trade finance participations (1)	$	5,253,508	Collateral based approach	Value of collateral (collateral coverage ratio)	1.2x - 1.96x
Senior secured term loans (2)	$	105,084,728	Collateral based approach, Income approach (DCF)	Value of collateral (collateral coverage ratio), Discount rate	0.58x 13.5% - 20.0% (16.22%)
Senior secured term loan participations (2)	$	107,936,495	Collateral based approach, Income approach (DCF)	Value of collateral (collateral coverage ratio), Discount rate	0.0x - 0.17x 12.0% - 20.75% (17.53%)
Senior secured term loan participations (1)	$	11,754,052	Collateral based approach	Value of collateral (collateral coverage ratio)	1.21x
Other investments (3)	$	15,925,381	Collateral based approach, Income approach (DCF)	Value of collateral (collateral coverage ratio), Discount rate	0.4x - 2.19x, 8% (8%)
Equity warrants	$	1,205,503	Option Pricing Method	Risk free rate, volatility, time to exit	3.99%, 74%, 5 years

(1)	Collateral based approach used for the following Watch List investments: Trustco, FRIAR, Sancor, Algonodera, Conplex, GPI, Mac Z and Itelecom.

(2)

The Company used the income approach for the following Watch List investments: CAGSA, Triton, Producam, Applewood, Agilis Partners, Usivale, Limas, TriLinc Peru and Ecsponent and a hybrid of the collateral based approach and the income approach for Helios Maritime, MICD, and Vikudha, using additional unobservable inputs including recovery rates ranging from 15% to 30%, after considering potential and ongoing litigation and expected collection period ranging from 2 to 3 years.

(3)	This investment was originally classified as an investment in a credit facility originated by IIG TOF B.V. Due to the fact that IIG TOF B.V. has been placed into bankruptcy, this investment utilizes the collateral based approach.

(4)	The inputs were weighted based on the fair value of the investments included in the range.

F- 22

Table of Contents

The significant unobservable Level 3 inputs used in the fair value measurement of the Company’s investments are market yields used to discount the estimated future cash flows expected to be received from the underlying investments, which include both future principal and interest payments. Significant increases in market yields would result in significantly lower fair value measurements. In addition, a significant decrease in future cash flows expected to be received from the underlying investments due to a projected decrease in results of operations and cash flows from the underlying investments, would result in significantly lower fair value measurements.

For additional information concerning of the country-specific risk concentrations for the Company’s investments, refer to the Consolidated Schedule of Investments and Note 3.

Note 5. Contingencies and Related Parties

Agreements

Advisory Agreement

The current term of the Advisory Agreement between the Company and the Advisor, (the “Advisory Agreement”) ends on February 25, 2025, subject to an unlimited number of one-year renewals upon mutual consent of the Company and the Advisor.

Asset management fees payable to the Advisor are remitted quarterly in arrears and are equal to 0.50% (2.00% per annum) of Gross Asset Value, as defined in the Advisory Agreement between the Company and the Advisor. Asset management fees are paid to the Advisor in exchange for fund management and administrative services. Although the Advisor manages, on the Company’s behalf, many of the risks associated with global investments in developing economies, management fees do not include the cost of any hedging instruments or insurance policies that may be required to appropriately manage the Company’s risk.

If certain financial goals are reached by the Company, the Company is required to pay the Advisor an incentive fee that is comprised of two parts: (i) a subordinated fee on net investment income and (ii) an incentive fee on capital gains. The subordinated incentive fee on income is calculated and payable quarterly in arrears and is based upon the Company’s pre-incentive fee net investment income for the immediately preceding quarter. No subordinated incentive fee is earned by the Advisor in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the quarterly preferred return rate of 1.50% (6.00% annualized) (the “Preferred Return”). In any quarter, all of the Company’s pre-incentive fee net investment income, if any, that exceeds the quarterly Preferred Return, but is less than or equal to 1.875% (7.50% annualized) at the end of the immediately preceding fiscal quarter, is payable to the Advisor. For any quarter in which the Company’s pre-incentive fee net investment income exceeds 1.875% on its net assets at the end of the immediately preceding fiscal quarter, the subordinated incentive fee on income equals 20% of the amount of the Company’s pre-incentive fee net investment income.

An incentive fee on capital gains will be earned on investments sold and shall be determined and payable to the Advisor in arrears as of the end of each calendar year. The incentive fee on capital gains is equal to 20% of the Company’s realized capital gains on a cumulative basis from inception, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees on capital gains. The Company had no capital gains and therefore did not accrue an incentive fee on capital gains for the years ended December 31, 2023 and 2022.

In the fourth quarter of 2022, our Advisor determined to voluntarily waive all incentive fees that may become due and payable to our Advisor for the year ended December 31, 2023. This is a waiver, rather than a deferral, and any amounts waived for 2023 will not be paid to our Advisor in the future.

Operating Expense Responsibility Agreement

On May 12, 2021, the Company entered into the Second Amended and Restated Operating Expense Responsibility Agreement with the Advisor and the Sponsor (the “Responsibility Agreement”). From the inception of the Company through December 31, 2017, pursuant to the terms of the Responsibility Agreement, the Sponsor paid approximately $12,421,000 of operating expenses, asset management fees, and incentive fees on behalf of the Company.

Pursuant to the Responsibility Agreement, the Sponsor would only be entitled to reimbursement of the cumulative expenses it had incurred on the Company’s behalf to the extent the Company’s investment income in any quarter surpassed certain performance thresholds set forth in the Responsibility Agreement. The Company did not achieve those thresholds during the periods covered by this report.

As a result of the detrimental impact the COVID-19 pandemic has had on the Company, the Sponsor and the Advisor agreed to waive any potential future reimbursement under the Responsibility Agreement in a two-step transaction effective in the fourth quarter of 2022. In step one, the Advisor allowed the Company to offset a portion of its contingent liability to the Sponsor and the Advisor in an amount equal to the performance fees paid to the Sponsor for the three years ended December 31, 2022, bringing the amount of the Company’s contingent liability to the Advisor and the Sponsor to approximately $10.1 million. The Sponsor, the Advisor and the Company also agreed that in step two, the Advisor and the Sponsor would waive the remaining $10.1 million contingent liability owed to them by the Company under the Responsibility Agreement in exchange for the Company extinguishing the $4.2 million due from the Sponsor (which was the amount that the Sponsor had planned to reimburse the Company under the Responsibility Agreement). As a result, $4.2 million due from the Sponsor was written off and recorded as a general and administrative expense in the fourth quarter of 2022.

F- 23

Table of Contents

Transactions

For the years ended December 31, 2023 and 2022, the Advisor earned $5,539,005 and $6,489,991, respectively, in asset management fees and $0 and $3,151,543, respectively, in incentive fees.

Note 6. Organization and Offering Costs

The Sponsor previously paid approximately $17,617,000 of offering costs and $236,000 of organization costs relating to the Offering, all of which were paid directly by the Sponsor on behalf of the Company. Such amounts include approximately $0 and $38,000 of offering costs incurred by the Sponsor during the years ended December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, the Company did not pay any reimbursement of offering costs to the Sponsor. Such offering costs reimbursed by the Company would have been recognized against the proceeds from the issuance of units.

Since the commencement of the Company’s operations, the Company has reimbursed the Sponsor a total of approximately $17,355,000 of offering and organization costs as of December 31, 2023.

Note 7. Notes Payable

The Company notes payable consist of the following:

	December 31, 2023		December 31, 2022
	Outstanding Balance		Outstanding Balance
BlueOrchard facility	$	—	$	9,000,000
DEG facility		—		9,000,000
Less: Unamortized debt issuance costs		—		(1,014,909	)
Total notes payable	$	—	$	16,985,091

DEG - Deutsche Investitions- und Entwicklungsgesellschaft mbH ("DEG") facility

On November 22, 2022, TGIFC entered into a $25 million Facility Agreement (the “Facility Agreement”) with DEG - Deutsche Investitions- und Entwicklungsgesellschaft mbH (“DEG”) as Lender. This leverage facility was fully repaid on August 31, 2023. For the years ended December 31, 2023 and 2022, the Company recognized approximately $454,000 and $39,000, respectively, in interest expense.

Blueorchard Microfinance Fund ("BlueOrchard") facility

On November 22, 2022, TGIFC entered into a $25 million Facility Agreement (the “Facility Agreement”) with Blueorchard Microfinance Fund ("BlueOrchard") as Lender. This leverage facility was fully repaid on August 31, 2023. For the years ended December 31, 2023 and 2022, the Company recognized approximately $418,000 and $39,000, respectively, in interest expense.

F- 24

Table of Contents

Note 8. Unit Capital

As of December 31, 2023, the Company had six classes of units: Class A, Class C, Class I, Class W, Class Y and Class Z units. The unit classes have been sold with different upfront sales commissions and dealer manager fees as well as different ongoing distribution fees, dealer manager fees and/or service fees with respect to certain classes of units, including a distribution fee with respect to Class C units, an ongoing dealer manager fee with respect to Class I and Class W units, and an ongoing service fee with respect to Class W units. As of December 31, 2023, the Company recorded a liability in the aggregate amount of $350,000 for the estimated future amount of ongoing distribution fees, dealer manager fees and service fees payable. The estimated liability as of December 31, 2023 is calculated based on a net asset value per Class C, Class I and Class W units of $5.754 with a distribution fee of 0.80% for Class C units, an ongoing dealer manager fee of 0.50% for Class I units, and ongoing aggregate dealer and service fees of 0.75% for Class W units, per annum applied to the net asset value, during the expected period that Class C, Class W and Class I units remain outstanding, and discounted using an annual rate of 4%. All units participate in the income and expenses of the Company on a pro-rata basis based on the number of units outstanding. The following table is a summary of unit activity during the year ended December 31, 2023:

	Units		Units Issued								Units
	Outstanding		under Distribution		Units			Units			Outstanding
	as of		Reinvestment Plan		Exchanged			Repurchased			as of
	December 31,		During		During			During			December 31,
	2022		the Period		the Period			the Period			2023
Class A units		18,233,751		71,910		—			(1,738	)		18,303,923
Class C units		7,831,059		38,809		(90,353	)		(12,781	)		7,766,734
Class I units		10,443,595		44,362		90,353			(2,403	)		10,575,907
Class W units		24,555		—		—			—			24,555
Class Y units		2,682,275		740		—			—			2,683,015
Class Z units		8,423,851		—		—			—			8,423,851
Total		47,639,086		155,821		—			(16,922	)		47,777,985

Beginning June 11, 2014, the Company commenced a unit repurchase program pursuant to which the Company may conduct quarterly unit repurchases of up to 5% of the weighted average number of outstanding units in any 12-month period to allow the Company’s unitholders, who have held units for a minimum of one year, to sell their units back to the Company at a price equal to the most recently determined net asset value per unit for each class of units, as most recently disclosed by the Company in a public filing with the SEC at the time of repurchase.

The unit repurchase program includes numerous restrictions, including a one-year holding period, that limit the ability of the Company’s unitholders to sell their units. Unless the Company’s board of managers determines otherwise, the Company will limit the number of units to be repurchased during any calendar year to the number of units that can be repurchased with the proceeds the Company receives from the sale of units under the Company’s DRP. At the sole discretion of the Company’s board of managers, the Company may also use cash on hand, cash available from borrowings and cash from the repayment or liquidation of investments as of the end of the applicable quarter to repurchase units.

During the year ended December 31, 2023, the Company fulfilled repurchase requests for a total of 16,922 units at a weighted average repurchase price per unit of $6.84 for an aggregate repurchase price of $115,711. Given that the Company had not yet filed its Annual Report on Form 10-K for the year ended December 31, 2022 with the SEC as of March 31, 2023, the Company temporarily suspended the private placement, the DRP and the unit repurchase program effective April 1, 2023.

As of December 31, 2022, the Company recorded a liability in the aggregate amount of $420,000 for the estimated future amount of ongoing distribution fees, dealer manager fees and service fees payable. The estimated liability as of December 31, 2022 is calculated based on a net asset value per Class C, Class I and Class W units of $6.838 with a distribution fee of 0.80% for Class C units, an ongoing dealer manager fee of 0.50% for Class I units, and ongoing aggregate dealer and service fees of 0.75% for Class W units, per annum applied to the net asset value, during the expected period that Class C, Class W and Class I units remain outstanding, and discounted using an annual rate of 4%. All units participate in the income and expenses of the Company on a pro-rata basis based on the number of units outstanding. The following table is a summary of unit activity during the year ended December 31, 2022:

	Units				Units Issued								Units
	Outstanding		Units Issued		under Distribution		Units			Units			Outstanding
	as of		under Private Placement		Reinvestment Plan		Exchanged			Repurchased			as of
	December 31,		During		During		During			During			December 31,
	2021		the Period		the Period		the Period			the Period			2022
Class A units		18,128,699		—		460,104		—			(355,052	)		18,233,751
Class C units		7,827,952		—		245,631		(62,977	)		(179,547	)		7,831,059
Class I units		10,517,764		—		276,258		62,977			(413,404	)		10,443,595
Class W units		24,555		—		—		—			—			24,555
Class Y units		2,696,506		41,163		4,376		—			(59,770	)		2,682,275
Class Z units		8,423,851		—		—		—			—			8,423,851
Total		47,619,327		41,163		986,369		—			(1,007,773	)		47,639,086

F- 25

Table of Contents

During the year ended December 31, 2022, the Company fulfilled repurchase requests for a total of 1,007,773 units at a weighted average repurchase price per unit of $6.97 for an aggregate repurchase price of $7,026,905. As of December 31, 2022, $1,769,470 of these repurchase requests were pending processing and were completed by the Company in January 2023. During the year ended December 31, 2022, eligible repurchase requests exceeded the limitations of the Company’s unit repurchase program described above and the requests were fulfilled on a pro rata basis, such that the Company repurchased approximately 972,000 units or 6.28% of eligible repurchase requests (based on the number of units submitted for repurchase) and approximately 12,911,000 units, or 93.72% of eligible repurchase requests (based on the number of units submitted for repurchase), were not redeemed. Pursuant to the terms of the Company’s unit repurchase program, the unsatisfied portion of repurchase requests that were not fulfilled at quarter-end will be carried over to the next quarter and treated as a request for repurchase at the next quarter-end repurchase date, unless the repurchase request is withdrawn.

Note 9. Distributions

The following table summarizes the distributions paid for the year ended December 31, 2023:

		Daily Rate		Cash		Distributions		Total
Month ended	Date Authorized	Per Unit		Distributions		Reinvested		Declared
January 31, 2023	November 11, 2022	$	0.00131143	$	1,374,744	$	558,839	$	1,933,583
February 28, 2023	November 11, 2022		0.00131143		1,243,501		501,854		1,745,355
March 31, 2023	November 11, 2022		0.00131143		1,928,567		—		1,928,567
April 30, 2023	August 21, 2023		0.00115953		1,660,142		—		1,660,142
May 31, 2023	October 19, 2023		0.00113668		1,678,359		—		1,678,359
June 30, 2023	December 1, 2023		0.00110351		1,576,955		—		1,576,955
*Total for 2023*				$	9,462,268	$	1,060,693	$	10,522,961

In November 2022, the Company’s board of managers authorized the declaration of distributions for December of 2022 and January, February and March of 2023. These distributions were calculated based on unitholders of record for each day in an amount equal to $0.00131143 per unit per day (less the distribution fee with respect to Class C units, the ongoing dealer manager fee with respect to certain Class I units and Class W units and the ongoing service fee with respect to Class W units). The January 2023 distributions, which totaled $1,374,744 were paid in cash on February 2, 2023. The February 2023 distributions, which totaled $1,243,501 were paid in cash on March 27, 2023. The March 2023 distributions, which totaled $1,928,567 were paid in cash on May 19, 2023. $558,839 and $501,854 of the total distributions declared for January and February of 2023, respectively, were reinvested under our DRP.

In August 2023, the Company’s board of managers authorized the declaration of distributions for April of 2023. These distributions were calculated based on unitholders of record for each day of the month in an amount equal to $0.00115953 per unit per day (less the distribution fee with respect to Class C units, the ongoing dealer manager fee with respect to certain Class I units and Class W units and the ongoing service fee with respect to Class W units). The April distributions were paid in cash on August 21, 2023 and none of these distributions were reinvested pursuant to our DRP.

In October 2023, the Company’s board of managers authorized the declaration of distributions for May of 2023. These distributions were calculated based on unitholders of record for each day of the month in an amount equal to $0.00113668 per unit per day (less the distribution fee with respect to Class C units, the ongoing dealer manager fee with respect to certain Class I units and Class W units and the ongoing service fee with respect to Class W units). The May distributions were paid in cash on October 23, 2023 and none of these distributions were reinvested pursuant to our DRP.

In December 2023, the Company’s board of managers authorized the declaration of distributions for June of 2023. These distributions were calculated based on unitholders of record for each day of the month in an amount equal to $0.00110351 per unit per day (less the distribution fee with respect to Class C units, the ongoing dealer manager fee with respect to certain Class I units and Class W units and the ongoing service fee with respect to Class W units). The June distributions were paid in cash on December 6, 2023 and none of these distributions were reinvested pursuant to our DRP. On an annualized basis, these distributions are equal to approximately 7.0% of the NAV per unit of $5.754 determined as of September 30, 2023. There can be no assurances that distributions will be paid at this rate in subsequent periods or at all.

The following table summarizes the distributions for the year ended December 31, 2022:

		Daily Rate		Cash		Distributions		Total
Month ended	Date Authorized	Per Unit		Distributions		Reinvested		Declared
January 31, 2022	November 12, 2021	$	0.00139060	$	1,431,973	$	616,109	$	2,048,082
February 28, 2022	November 12, 2021		0.00139060		1,298,531		554,580		1,853,111
March 31, 2022	February 17, 2022		0.00139060		1,442,428		612,753		2,055,181
April 30, 2022	March 29, 2022		0.00136605		1,380,602		566,058		1,946,660
May 31, 2022	March 29, 2022		0.00136605		1,419,163		595,824		2,014,987
June 30, 2022	May 11, 2022		0.00135186		1,364,770		569,848		1,934,618
July 31, 2022	May 11, 2022		0.00135186		1,404,415		586,611		1,991,026
August 31, 2022	May 11, 2022		0.00135186		1,407,086		587,655		1,994,741
September 30, 2022	August 12, 2022		0.00132319		1,339,159		554,062		1,893,221
October 31, 2022	August 12, 2022		0.00132319		1,377,147		572,275		1,949,422
November 30, 2022	August 12, 2022		0.00132319		1,336,028		551,427		1,887,455
December 31, 2022	November 11, 2022		0.00131143		1,376,483		561,452		1,937,935
*Total for 2022*				$	16,577,785	$	6,928,654	$	23,506,439

F- 26

Table of Contents

Note 10. Financial Highlights

The following is a schedule of financial highlights of the Company for the years ended December 31, 2023 and 2022:

	Year Ended
	December 31,			December 31,
	2023			2022
Per unit data (1):
Net asset value at beginning of year	$	5.92		$	7.10
Net investment income		0.02			0.12
Net change in unrealized appreciation (depreciation) on investments		0.31			(0.72	)
Net realized losses on investments		(0.32	)		(0.09	)
Foreign exchange gain		—			—
Net decrease in net assets resulting from operations		0.01			(0.69	)
Distributions		(0.22	)		(0.49	)
Net change in accrued distribution and other fees		0.00			—
Net decrease in net assets		(0.21	)		(1.18	)
Net asset value at end of year (2)	$	5.71		$	5.92
Total return based on net asset value (3)		0.17	%		(9.73	)%
Net assets at end of year	$	272,854,872		$	281,947,405
Units Outstanding at end of year		47,777,985			47,639,086
Ratio/Supplemental data:
Ratio of net investment income to average net assets		0.33	%		1.88	%
Ratio of total expenses to average net assets		5.39	%		6.93	%

1	The per unit data was derived by using the weighted average units outstanding during the years ended December 31, 2023 and 2022, which were 47,759,797 and 47,725,053, respectively.

For financial statement reporting purposes under GAAP, as of December 31, 2023 and 2022, the Company recorded a liability in the amount of $350,000 and $420,000, respectively, for the estimated future amount of Class C distribution fees, Class I dealer manager fees, Class W dealer manager fees and Class W services fees payable. This liability is reflected in this table, which is consistent with the financial statements. While the Company follows GAAP for financial reporting purposes, it has determined that deducting the accrual for the estimated future amount of Class C distribution fees, Class I dealer manager fees, Class W dealer manager fees and Class W services fees may not be the appropriate approach for determining the net asset value used on the quarterly investor statements and for other purposes. The Company believes that not making such deduction for purposes of net asset value determination is consistent with the industry standard and is more appropriate since the Company intends for the net asset value to reflect the estimated value on the date that the Company determines its net asset value.

Total return does not assume the reinvestment of distributions paid.

Note 11. Subsequent Events

The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. Except as discussed below, there have been no subsequent events that occurred during such period that would require disclosure in the Form 10-K or would be required to be recognized in the consolidated financial statements as of and for the year ended December 31, 2023.

F- 27

Table of Contents

Distributions

The Company authorized special distributions totaling approximately $2,090,000 on each of February 16, 2024 and on March 25, 2024, which were paid in cash on February 21, 2024 and March 27, 2024, respectively. None of the special distributions were reinvested in units due to the temporary suspension of the DRP, effective as of April 1, 2023. There can be no assurances as to when or if additional distributions will be paid.

F- 28

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 29, 2024.

	TriLinc Global Impact Fund, LLC

	/s/ Gloria S. Nelund
	Gloria S. Nelund
	Chief Executive Officer (principal executive officer)

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

Name	Title	Date

/s/ Gloria S. Nelund	Chief Executive Officer, Manager (principal executive officer)	March 29, 2024
Gloria S. Nelund


/s/ Mark A. Tipton	Chief Financial Officer (principal financial and accounting officer)	March 29, 2024
Mark A. Tipton


/s/ Brent L. VanNorman	Manager	March 29, 2024
Brent L. VanNorman


/s/ Terry Otton	Manager	March 29, 2024
Terry Otton


/s/ Cynthia Hostetler	Manager	March 29, 2024
Cynthia Hostetler


/s/ R. Michael Barth	Manager	March 29, 2024
R. Michael Barth

TriLinc Global Impact Fund LLC [TRLI] Filings
TriLinc Global Impact Fund LLC [TRIC] Filings
TriLinc Global Impact Fund LLC [TRLC] Filings
10-K	[2024-03-29]
S-1	[2024-02-16]
10-Q	[2023-11-21]
10-Q	[2023-11-20]
10-Q	[2023-11-15]
10-K	[2023-09-29]
10-Q	[2022-11-14]
10-Q	[2022-08-12]
10-Q	[2022-05-13]
10-K	[2022-03-30]
10-Q	[2021-11-12]
10-Q	[2021-08-13]
10-Q	[2021-05-14]
10-K	[2021-03-31]
10-Q	[2020-11-13]
10-Q	[2020-08-14]
10-Q	[2020-05-15]
10-K	[2020-03-30]
10-Q	[2019-11-14]
10-Q	[2019-08-13]
10-Q	[2019-05-14]
10-K	[2019-03-29]
10-Q	[2018-11-14]
10-Q	[2018-11-09]
10-Q	[2018-05-14]
10-K	[2018-04-02]
10-Q	[2017-11-14]
10-Q	[2017-08-11]
10-Q	[2017-05-11]
10-K	[2017-03-31]
10-Q	[2016-11-14]
10-Q	[2016-08-15]
10-Q	[2016-05-13]
10-K	[2016-03-30]
S-1	[2015-11-20]
10-Q	[2015-11-13]
10-Q	[2015-08-11]
10-Q	[2015-05-14]
10-K	[2015-03-27]
10-Q	[2014-11-12]
10-Q	[2014-08-13]
10-Q	[2014-05-15]
10-K	[2014-03-31]
10-Q	[2013-11-14]
10-Q	[2013-08-14]
10-Q	[2013-05-15]
S-1	[2012-12-26]

TriLinc Global Impact Fund LLC [TRLI] Filings

TriLinc Global Impact Fund LLC [TRIC] Filings

TriLinc Global Impact Fund LLC [TRLC] Filings