10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

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

For the fiscal year ended December 31, 2021

OR

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

For the transition period from                  to                 

Commission file number 814-01420

TCW DIRECT LENDING VIII LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	82-2252672
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
200 Clarendon Street, Boston, MA	02116
(Address of Principal Executive Offices)	(Zip Code)

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

Not applicable

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  ☐    No  ☐

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-Accelerated filer	☒ (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☒

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

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

As of June 30, 2021, there was no established public market for the Registrant’s limited liability common units. The number of the Registrant’s common units outstanding at April 25, 2022 was 4,543,780.

Documents Incorporated by Reference

None

EXPLANATORY NOTE

TCW Direct Lending VIII LLC (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Company’s annual report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”), filed with the Securities and Exchange Commission on March 28, 2022 (“Original Filing”).

This Amendment No. 1 is being filed for the purpose of correcting the Report of Independent Registered Public Accounting Firm included in the Original Filing (the “Report”). The original Report had a typographical error. The changes made to the Report do not in any way change the conclusions expressed in the Report included in the Form 10-K. As required by Rule 12b-15 under Securities Exchange Act of 1934, as amended, Amendment No. 1 includes certifications from the Company’s principal executive officer and principal financial officer dated as of the filing of this Amendment No. 1.

The Company is also filing this Amendment No. 1 to include the information required by Items 10 through 14 of Part III of Form 10-K, This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to the Annual Report on Form 10-K, which permits the above-referenced Items to be incorporated in the Annual Report on Form 10-K by reference from a definitive proxy statement, if such definitive proxy statement is filed no later than 120 days after December 31, 2021. At this time, the Company is filing this Amendment to include Part III information in its Annual Report on Form 10-K because the Company does not intend to file a definitive proxy statement within 120 days of December 31, 2021.

Lastly, the Company is also filing the final versions of certain exhibits that had previously been filed in form only and updated certifications of our principal executive officer and principal financial officer are included as exhibits to this Amendment No. 1.

This Amendment No. 1 does not reflect events occurring after the filing of the Original Filing, and, except as described above, does not modify or update any other disclosures in the Original Filing. Amendment No. 1 should be read in conjunction with Original Filing and the Company’s subsequent filings with the SEC.

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TCW DIRECT LENDING VIII LLC

FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 2021

Table of Contents

	INDEX	PAGE NO.
PART II.			1
Item 8.	Financial Statements and Supplementary Data		1
PART III.			1
Item 10.	Directors, Executive Officers and Corporate Governance		1
Item 11.	Executive Compensation		8
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters		9
Item 13.	Certain Relationships and Related Transactions, and Director Independence		11
Item 14.	Principal Accountant Fees and Services		14
PART IV.			15
Item 15.	Exhibits, Financial Statement Schedules		15
SIGNATURES

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PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

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

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company’s business and affairs will be managed under the direction of its board of directors. The majority of the members of the Company’s board of directors will at all times consist of directors who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company, TCW Asset Management Company (the “Adviser”) or any of their respective affiliates (the “Independent Directors”).

Board of Directors

The Company’s board of directors will have ultimate authority over the operations of the Company, but will delegate the authority to manage the Company’s assets to the Adviser. Pursuant to the Company’s Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”), the Company’s board of directors currently consists of six members. Four members of the board of directors are Independent Directors and qualify as “independent directors” within the definition set forth in Rule 5605(a)(2) of the NASDAQ Stock Market Rules.

The directors are divided into three classes, each serving staggered three-year terms. The terms of the Company’s directors will expire as set out in the Company’s LLC Agreement, as such may be amended from time time. At each annual meeting of the members, the successors to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of the members held in the third year following the year of their election. Each director may be elected to the board of directors with the affirmative vote of the holders of a plurality of the outstanding Units entitled to vote in the election of such director at which a quorum is present; provided that the board of directors may amend the LLC Agreement to alter the vote required to elect directors. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualified.

Duties of Officers and Directors

The LLC Agreement provides that the Company’s business and affairs shall be managed under the direction of the board of directors, which will have the power to appoint its officers. On a regular basis, the board of directors will primarily be responsible for the determination of the value of the Company’s assets for which market quotations are not readily available.

Election of Directors

The LLC Agreement provides that the affirmative vote of the holders of a plurality of the outstanding common limited liability company units (the “Units”) entitled to vote in the election of directors cast at a meeting of holders of Units (“Unitholders”) duly called and at which a quorum is present will be required to elect a director; provided that to the extent required by the 1940 Act, at any time when there are outstanding preferred units issued by the Company (the “Preferred Units”), the holders of the Preferred Units shall have the right, as a class, to elect (i) two additional directors to the board, but shall not elect or vote for the other directors, and (ii) if and for so long as dividends on the Preferred Units are unpaid in an amount equal to two full years of dividends on the Preferred Units, a majority of the directors. Pursuant to the LLC Agreement, the Company’s board of directors may amend the LLC Agreement to alter the vote required to elect directors.

Number of Directors; Vacancies; Removal

The LLC Agreement provides that the number of directors will be set only by the board of directors. The LLC Agreement provides that a majority of the entire board of directors may at any time increase or decrease the number of directors. However, the number of directors may never be less than one or more than twelve unless the LLC Agreement is amended in which case the Company may have more than twelve directors but never less than one. The LLC Agreement provides any and all vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is duly elected and qualifies, subject to any applicable requirements of the 1940 Act.

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The LLC Agreement provides that a director elected by the Unitholders may be removed only for cause, as defined therein, and then only by the affirmative vote of the holders of a percentage in interest in excess of 66 2/3% of the then outstanding, authorized Units entitled to vote.

Directors

Information regarding each member of the Company’s board of directors is as follows:

Name	Age		Position(s)	Number of Portfolios  in Fund Complex(1) Overseen by Director
Independent Directors
Sheila A. Finnerty		56	Director		1
Saverio M. Flemma		59	Director		2
R. David Kelly		58	Director		2
Andrew W. Tarica		63	Director		32
Interested Directors
Richard T. Miller		58	President Director		3
Laird R. Landmann		56	Director		13

(1) “Fund Complex” is defined to include registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services, or registered investment companies advised by Adviser, or that have an investment adviser that is an affiliated person of the Adviser. As a result, the Fund Complex includes the Company, TCW Direct Lending LLC, TCW Direct Lending VII LLC, the TCW Funds, the TCW Strategic Income Fund, and the Metropolitan West Funds.

Executive Officers Who Are Not Directors

Information regarding the Company’s executive officers who are not directors is as follows:

Name	Age	Position(s)
David Wang	46	Chief Operating Officer
Andrew Kim	43	Chief Financial Officer and Treasurer
Gladys Xiques	49	Chief Compliance Officer
Gayle Espinosa	41	Secretary
Joseph Magpayo	56	Assistant Secretary

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Committees of the Board of Directors

Pursuant to the LLC Agreement, the Company’s board of directors will initially have one committee: an audit committee. The audit committee will operate pursuant to a charter that has been approved by the board of directors. The audit committee will be responsible for selecting, engaging and discharging the Company’s independent accountants, reviewing the plans, scope and results of the audit engagement with the Company’s independent accountants, approving professional services provided by the Company’s independent accountants (including compensation therefor), reviewing the independence of the Company’s independent accountants and reviewing the adequacy of the Company’s internal control over financial reporting, as well as establishing guidelines and making recommendations to the Company’s board of directors regarding the valuation of the Company’s assets for which market quotations are not readily available. The members of the audit committee are Sheila A. Finnerty, Saverio M. Flemma, R. David Kelly and Andrew W. Tarica, each of whom is an Independent Director. Mr. Flemma serves as the chairman of the audit committee, and has been designated by the board of directors as an “audit committee financial expert” under the rules of the SEC.

The Company’s board of directors also has the authority to form additional committees of the board of directors from time to time to the extent that it determines that it is appropriate to do so. As described further below, the Company has formed a Special Transactions Committee.

Audit Committee

The Company has a standing Audit Committee that was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which currently consists of Ms. Finnerty and Messrs. Flemma, Kelly and Tarica, all of whom are Independent Directors. The principal functions of the Audit Committee are to select, engage and discharge the Company’s independent registered public accounting firm, review the plans, scope and results of the audit engagement with the Company’s independent registered public accounting firm, approve professional services provided by the Company’s independent registered public accounting firm (including compensation therefor), review the independence of the Company’s independent registered public accounting firm, review the adequacy of the Company’s internal control over financial reporting, establish guidelines and make recommendations to the board of directors regarding the valuation of the Company’s loans and investments, and take any other actions consistent with the Audit Committee charter or as may be authorized by the board of directors. Mr. Flemma serves as Chairman of the Audit Committee, and has been designated as an “audit committee financial expert,” as defined in Item 401(h) of Regulation S-K promulgated by the SEC.

Nominating Committee

The Company does not have a nominating committee or a charter relating to the nomination of directors. Decisions on director nominees are made through consultation among the Independent Directors. The Independent Directors consider possible candidates to fill vacancies on the board of directors, review the qualifications of candidates recommended by unitholders and others, and recommend the slate of director nominees to be proposed for election by unitholders at each annual meeting. The Independent Directors believe that they can adequately fulfill the functions of a nominating committee without having to appoint an additional committee to perform that function. The Independent Directors have not adopted any specific policies or practices to determine nominations for the Company’s directors other than as described herein and as set forth in the LLC Agreement. The Independent Directors have not utilized the services of any third party to assist in identifying and evaluating director nominees.

Compensation Committee

The Company does not have a compensation committee because its executive officers do not receive any direct compensation from the Company. However, the compensation payable to the Company’s Adviser, pursuant to the investment management and advisory agreement (the “Advisory Agreement”) between the Adviser and the Company, has been separately approved by a majority of the Independent Directors. In addition, the compensation paid to the Independent Directors is established and approved by the Independent Directors.

Special Transactions Committee

The Company has a standing Special Transactions Committee, which currently consists of Ms. Finnerty and Messrs. Flemma, Kelly and Tarica, all of whom are Independent Directors. The principal functions of the Special Transactions Committee are to review and approve potential co-investment transactions as defined by and subject to the exemptive order that the Adviser received from the SEC (Investment Company Act Rel. No. 31649, May 27, 2015) (the “Exemptive Order”).

Board of Director and Committee Meetings Held

The following table shows the number of board of directors and committee meetings held for the Company, and the number of times the board of directors and each committee acted by written consent, during the fiscal year ended December 31, 2021:

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	Meetings Held		Actions by Written Consent
Board of Directors		1		2
Audit Committee		0		2
Special Transactions Committee		0		0

All Directors attended at least 75% of the aggregate of (i) the total number of meetings of the board of directors and (ii) the total number of meetings held by all committees of the board of directors on which they served. The Company does not currently have a policy with respect to Board member attendance at annual meetings.

Board Leadership Structure

The Company’s business and affairs are managed under the direction of its board of directors, including the responsibilities performed for the Company pursuant to the Advisory Agreement. Among other things, the board of directors sets broad policies for the Company, approves the appointment of the Company’s investment adviser, administrator and officers, and approves the engagement, and reviews the performance of, the Company’s independent registered public accounting firm. The role of the board of directors and of any individual director is one of oversight, and not of management, of the day-to-day affairs of the Company.

The board of directors currently consists of six Directors, four of whom are Independent Directors. As part of each regular board of directors meeting, the Independent Directors meet separately from management. The board of directors reviews its leadership structure periodically as part of its annual self-assessment process and believes that its structure is appropriate to enable the board of directors to exercise its oversight of the Company.

The Independent Directors have designated a lead Independent Director who has authority and specific responsibilities regarding (i) meetings and executive sessions; (ii) liaison between the Independent Directors and management; (iii) oversight of information provided to the Board; (iv) legal advisors and consultants retained by the Independent Directors; (v) Board evaluation and leadership; and (vi) investor communication. R. David Kelly is the lead Independent Director.

Board Oversight of Risk Management

The board of directors oversees the services provided by the Adviser, including certain risk management functions. Risk management is a broad concept composed of many disparate elements (such as, for example, investment risk, issuer and counterparty risk, compliance risk, operational risk, and business continuity risk). Consequently, board of directors oversight of different types of risks is handled in different ways, and the board of directors implements its risk oversight function both as a whole and through board of directors committees. In the course of providing oversight, the board of directors and its committees receive reports on the Company’s activities, including regarding the Company’s investment portfolio and its financial accounting and reporting. The Audit Committee’s meetings with the Company’s independent registered public accounting firm also contribute to its oversight of certain internal control risks. In addition, the board of directors meets periodically with representatives of the Company and the Adviser to receive reports regarding the management of the Company, including certain investment and operational risks, and the Independent Directors are encouraged to communicate directly with senior management.

The Company believes that the board of directors’s role in risk oversight must be evaluated on a case-by-case basis and that its existing role in risk oversight is appropriate. Management believes that the Company has robust internal processes in place and a strong internal control environment to identify and manage risks. However, not all risks that may affect the Company can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are beyond any control of the Company or the Adviser, its affiliates, or other service providers.

Information about Each Director’s Qualification, Experience, Attributes or Skills

The board of directors believes that each of the Directors has the qualifications, experience, attributes and skills (“Director Attributes”) appropriate to serve as a Director of the Company, in light of the Company’s business and structure. Certain of these business and/or professional experiences are set forth in detail in the table above. The Directors have substantial board experience or other professional experience and have demonstrated a commitment to discharging their oversight responsibilities as Directors. The board of directors annually conducts a “self-assessment” wherein the performance of the board of directors and the Audit Committee are reviewed.

Below is certain additional information regarding each Director and certain of their Director Attributes. Although the information provided below, and in the table above, is not all-inclusive, the information describes some of the specific experiences, qualifications, attributes or skills that each Director possesses to demonstrate that the Directors have the appropriate Director Attributes to serve

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effectively as Directors of the Company. Many Director Attributes involve intangible elements, such as intelligence, integrity and work ethic, the ability to work together, the ability to communicate effectively, the ability to exercise judgment and ask incisive questions, and commitment to unitholder interests. In conducting its self-assessment, the board of directors determines whether the Directors have the appropriate Director Attributes and experience to serve effectively as Directors of the Company.

Biographical Information

Independent Directors

Sheila A. Finnerty served as Executive Managing Director at Liberty Mutual Insurance, a Fortune 100 Company. She has 33 years of experience and is widely respected as a successful investor and strong partner both in the financial markets and in business strategy. At Liberty Mutual Investments, Sheila successfully managed leveraged finance and alternative credit portfolios as well as being an active member of the internal Investment Committee and the leadership teams that oversee asset allocation and strategy for the $80 billion investment portfolio of Liberty Mutual Group. Prior to joining Liberty Mutual, Sheila held several roles at Morgan Stanley Investment Management (MSIM) including Managing Director as Global Head of High Yield Investments as well as Head of Senior Loans. Ms. Finnerty serves on the Board of Trustees of Manhattanville College and the Philanthropy Committee of the May Institute. Sheila is a strong proponent of diversity and inclusion initiatives and is a founding member of Women in Alternative Debt. Ms. Finnerty is a 1988 graduate of The New York University Stern School of Business and a 1986 graduate of Manhattanville College. She is a Charter Holder of the CFA Institute.

Saverio M. Flemma is the founder and President of SF Advisors LLC, a financial advisory firm. He advises companies and business owners on capital structure and financing-related issues as well as company sales. Prior to SF Advisors, Mr. Flemma was a Senior Banker at Drexel Hamilton, LLC, an investment banking and securities brokerage firm. Mr. Flemma joined Drexel Hamilton in 2016 and was responsible for advising on mergers and acquisitions and capital raising transactions. Previously, Mr. Flemma served as a Managing Director in Investment Banking at Deutsche Bank Securities and Banc of America Securities. Mr. Flemma is also a member of the Board of Directors of TCW Direct Lending VII, LLC. Mr. Flemma earned a B.A. in Economics from Rollins College.

R. David Kelly has 35 years of investment experience, including serving both public companies and private companies in the financial advisory, real estate development and operating company sectors. Mr. Kelly has served as the Chief Executive Officer and Chairman of the board of directors of Croesus and Company, a real estate investment and advisory firm, since 2014. Mr. Kelly is the managing partner of StraightLine Realty Partners, LLC, an alternative investment platform with investments in real estate, financial services and venture capital which Mr. Kelly founded in 2010. Mr. Kelly serves on the Board of Directors of Invesco’s INREIT. He also serves on the Governing Body of the Children’s Medical Center of Dallas, serving on the Finance, Operating and Investment Committees. Mr. Kelly served as Chairman of the Teacher’s Retirement System of Texas from 2007 to 2017 and as Chairman of the Texas Public Finance Authority from 2002 to 2006 as a gubernatorial appointee. Mr. Kelly is also a member of the Board of Directors of TCW Direct Lending VII, LLC. Mr. Kelly earned a B.A. in Economics from Harvard University and an M.B.A. from Stanford University.

Andrew W. Tarica is the founder and CEO of Meadowbrook Capital Management (“MCM”), a fixed income credit asset management business he founded in 2001. Mr. Tarica is currently the CEO of MCM as well as an employee of Cowen Prime Services (“CPS”), an SEC/FINRA registered broker dealer. He runs fixed income trading at CPS. Prior to founding MCM, he was the global head of the high grade corporate bond department at Donaldson, Lufkin & Jenrette from 1992 to 1999. From 1990 to 1992 he ran the investment grade sales and trading department at Kidder Peabody. He began his career at Drexel Burnham in 1983 in the investment grade trading area, where he eventually became the head of trading. He is a member of the Board of Directors of TCW Funds, Inc., TCW Strategic Income Fund, TCW Direct Lending VII, LLC and Chairman of the TCW/MetWest Mutual Funds board. Mr. Tarica is a graduate of Northeastern University.

Interested Directors

Richard T. Miller serves as Group Managing Director, Chief Investment Officer and Chairman of the Investment Committee of TCWs Private Credit Group and Co-Portfolio Manager of the direct lending strategy (the “Direct Lending Strategy”). Mr. Miller joined TCW in 2013 with the acquisition of the Special Situations Funds Group from Regiment Capital Advisors, LP which he led since the group’s inception in 2001. Mr. Miller has over 30 years of experience in the capital markets and previously was ranked on the Institutional Investor “All American High Yield Research Team” for six consecutive years, focusing primarily on the Metals and Mining sector. Prior to his involvement in high yield research, he was at Chase Manhattan Bank in the Mergers & Acquisitions Group. He then moved on to become a Managing Director with the High Yield Group. Subsequently, he became the Head of High Yield Research at BankBoston Securities and in 1999, Mr. Miller joined UBS as a Managing Director and Head of the Global High Yield Research Group. Mr. Miller currently serves as an ex officio Trustee of the University of Rochester Endowment and is a former Trustee of the Nativity Preparatory School and the Dexter Southfield School. Mr. Miller received his BS from Syracuse University and his MBA from the University of Rochester.

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Laird R. Landmann is a Generalist Portfolio Manager in TCW’s Fixed Income Group. He joined TCW in 2009 during the acquisition of Metropolitan West Asset Management LLC (MetWest). Mr. Landmann currently serves on the boards of the TCW and Metropolitan West Mutual Funds, in addition to TCW Direct Lending LLC and TCW Direct Lending VII LLC. Mr. Landmann currently co-manages many of TCW and MetWest’s mutual funds, including the MetWest Total Return Bond Fund, the MetWest High Yield Bond Fund and the TCW Core Fixed Income Fund, and leads the fixed income group’s risk management efforts. He is a leader of the MetWest investment team that was recognized as Morningstar’s Fixed Income Manager of the Year for 2005 and has been nominated for the award eight times. Prior to founding MetWest in 1996, Mr. Landmann was a principal and the co-director of fixed income at Hotchkis and Wiley. He also served as a portfolio manager and vice president at PIMCO. Mr. Landmann holds a BA in Economics from Dartmouth College and an MBA from the University of Chicago Booth School of Business.

Executive Officers Who Are Not Directors

David Wang serves as Managing Director, Chief Operating Officer and a member of the Investment Committee of TCW’s Private Credit Group. Prior to joining TCW in 2013, Mr. Wang served as Director in the Capital Markets Group at Houlihan Lokey where he provided financing advisory services to middle market companies and financial sponsors. Prior to joining Houlihan Lokey, he served as Chief Financial Officer of Xinhua Finance, a publicly-traded international provider of financial indices, news, ratings and corporate communications products and services, where he led the company’s global restructuring. Prior to that, Mr. Wang was a Vice President in the leveraged finance investment banking division of Libra Securities and its predecessor firm, U.S. Bancorp Libra. He also previously served as Chief Financial Officer of Kentucky Electric Steel, a highly successful distressed acquisition and turnaround sponsored by Everest Capital and Libra Securities. Mr. Wang serves or has previously served on the boards of the Center for Duchenne Muscular Dystrophy at UCLA and the California Science Center. Mr. Wang is a graduate of The Wharton School at the University of Pennsylvania where he received a BS in Economics.

Andrew Kim is the Chief Financial Officer and Treasurer of the Company. Mr. Kim is a Senior Vice President in the Client and Fund Reporting group at TCW, focusing on financial reporting and operations for the Private Credit Group. He joined TCW in March 2020. Prior to joining TCW, Mr. Kim was the Chief Financial Officer of a boutique investment fund focused on structured lending and private credit. Prior to that role, he was the Vice President of Finance at Tennenbaum Capital Partners which focused on direct lending, primarily investing in leveraged loans through various complex fund structures. He holds a BS of Finance from the University of Illinois at Urbana-Champaign and an accounting certificate from UCLA. In addition, he is a CFA Charterholder.

Gladys Xiques is the Chief Compliance Officer of the Company. Ms. Xiques joined TCW in February 2015 as Deputy Chief Compliance Officer and became its Global Chief Compliance Officer in January, 2021. Ms. Xiques also serves as the Chief Compliance Officer for TCW’s sponsored registered investment companies (TCW’s Funds). Ms. Xiques is responsible for ensuring that the TCW affiliated registered investment advisers, registered broker-dealer and the TCW Funds have and implement compliance programs required by the relevant federal and state securities laws. In addition, she has oversight responsibility relating to the compliance functions of TCW’s international operations and compliance with local foreign jurisdictional requirements. Prior to joining TCW, she was a Director and Compliance Counsel of Kohlberg Kravis Roberts & Co. L.P. where she covered the capital markets business and the distribution of KKR funds and products. She also helped to oversee the cross border marketing and distribution of those funds and products. Prior to joining KKR, Ms. Xiques was a Vice President in the Legal Department for Barclays Wealth, formerly Lehman Brothers, where she covered the broker dealer and investment advisory businesses in the wealth management division. She was also a senior counsel for MetLife. Ms. Xiques holds a BA in Public Policy from Brown University and a JD from the George Washington University Law School. She is admitted to practice law in Maryland and New York.

Gayle Espinosa is the Secretary of the Company. Ms. Espinosa joined TCW in 2016 as Financial Reporting Director, working primarily on corporate and adviser entity financial statements, BDC SEC financial reporting, internal controls, and technical accounting. Prior to TCW, Ms. Espinosa served as Financial Reporting Manager for Tennenbaum Capital Partners during which she led the SOX implementation efforts for TCP Capital Corp., a publicly-traded BDC. Ms. Espinosa also previously worked for the Public Company Accounting Oversight Board in addition to her nearly 10 years tenure at PricewaterhouseCoopers, LLP, where she worked in audit as well as capital markets. Ms. Espinosa received a BA in Economics with a minor in Accounting from the University of California, Los Angeles. She is a licensed CPA in the state of California.

Joseph Magpayo is the Assistant Secretary of the Company. Mr. Magpayo manages the Client Services operations teams with responsibilities including wrap fee SMA and mutual fund operations, sales and marketing analytics, client relationship management (CRM) administration, request for proposals (RFP), and consultant databases. He has supervisory responsibilities as a Registered Principal over the Private Client Services group, and is also responsible for vendor management over several of TCW’s key outsourcing partners. He has extensive operational, organizational, and people management expertise. Mr. Magpayo joined TCW in 1991. He earned a BA in History from St. Mary’s College, an MA in American Studies from Pepperdine University, and an MBA with a Strategic Management emphasis from Azusa Pacific University.

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Code of Ethics

The Company has adopted the code of ethics of the Adviser (the “Code of Ethics”) pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), respectively, that establishes procedures for personal investments and restricts certain transactions by the Company’s personnel. The Code of Ethics generally contains restrictions on investments by the Company’s employees in securities that may be purchased or held by the Company. This information will be available at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549 and on the SEC’s website at www.sec.gov. The public may obtain information on the operation of the SEC’s public reference room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the Code of Ethics by written request addressed to the following: Kevin Finch, The TCW Group, Inc., 865 S. Figueroa Street, Los Angeles, California 90017.

There is no family relationship between any of the Company’s current officers or Directors. There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of the Company’s officers or Directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony, nor are any of the officers or Directors of any corporation or entity affiliated with the Company so enjoined.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act, the Company’s Directors and executive officers, and any persons holding more than 10% of the Company’s common units, are required to report their beneficial ownership in the Company’s securities and any changes therein to the SEC and to the Company. We are required to report herein any failure to file such reports by applicable due dates for filings. Based on the Company’s review of any Forms 3, 4 and 5 filed by such persons, the Company believes that, during the fiscal year ended December 31, 2021, Section 16(a) filing requirements applicable to such persons were met in a timely manner, except for Form 3s for two officers of the Company.

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ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers

The Company does not currently have any employees and does not expect to have any employees. Services necessary for the Company’s business, including such services provided by the executive officers, will be provided by individuals who are employees of the Adviser, pursuant to the terms of the Advisory Agreement, or through an administration agreement (the “Administration Agreement”) with TCW Asset Management Company LLC (the “Administrator”). Therefore, the Company’s day-to-day investment operations will be managed by the Adviser, and most of the services necessary for the origination and administration of the Company’s investment portfolio will be provided by investment professionals employed by the Adviser. None of the executive officers will receive direct compensation from the Company. Subject to the annual cap on operating expenses under the Administration Agreement, the Company will reimburse the Administrator for expenses incurred by it on the Company’s behalf in performing the Administrator’s obligations under the Administration Agreement. Certain of the Company’s executive officers, through their ownership interest in or management positions with the Adviser, may be entitled to a portion of any profits earned by the Adviser, which includes any fees payable to the Adviser under the terms of the Advisory Agreement, less expenses incurred by the Adviser in performing its services under the Advisory Agreement. The Adviser may pay additional salaries, bonuses, and individual performance awards and/or individual performance bonuses to the Company’s executive officers in addition to their ownership interest.

Compensation of Independent Directors

Each of the Independent Directors receives an annual retainer fee of $75,000, payable once per year, if the director attends at least 75% of the meetings held during the previous year. In addition, Independent Directors receive $2,500 for each board meeting in which they participate. Independent Directors will also be reimbursed for all reasonable out-of-pocket expenses incurred in connection with participating in each board meeting.

The Independent Directors also receive $1,000 for each audit committee meeting in which they participate. With respect to each audit committee meeting not held concurrently with a board meeting, Independent Directors will be reimbursed for all reasonable out-of-pocket expenses incurred in connection with participating in such audit committee meeting. In addition, the chairman of the audit committee receives an annual retainer of $15,000.

The following table sets forth the compensation paid by the Company, during the fiscal year ended December 31, 2021, to the Independent Directors. No compensation is paid to directors who are “interested persons” of the Company, as that term is defined in the 1940 Act. The Company has no retirement or pension plans or any compensation plans under which the Company’s equity securities were authorized for issuance.

Name of Director	Fees Earned or Paid in Cash from the Company (Total Compensation)
Independent Directors
Sheila A. Finnerty	$	3,500
Saverio M. Flemma	$	3,500
R. David Kelly	$	3,500
Andrew W. Tarica	$	3,500

8

Unit Ownership

The following table sets forth the aggregate dollar range of equity securities owned by each Director of the Company and of all funds overseen by each Director in the Fund Complex. The cost of each Director’s investment in the Fund Complex may vary from the current dollar range of equity securities shown below, which is calculated on an appraised value basis as of December 31, 2021. The information as to beneficial ownership is based on statements furnished to the Company by each Director.

Name of Nominee/Director	Dollar Range of Equity Securities Held in the Company		Aggregate Dollar Range of Equity Securities Held in Fund Complex
Interested Directors
Richard T. Miller		0	Over $	100,000
Laird R, Landman		0	Over $	100,000
Independent Directors
Sheila A. Finnerty		0		0
Saverio M. Flemma		0	Over $	100,000
R. David Kelly		0	Over $	100,000
Andrew W. Tarica		0	Over $	100,000

Unitholder Communications with Board of Director and Board Attendance at Annual Meetings

Unitholders may send communications to the board of directors. Communications should be addressed to the Secretary of the Company at the Company’s principal offices at TCW Direct Lending VIII LLC, 200 Clarendon Street – 51^st Floor, Boston, MA 02116. The sender should indicate in the address whether it is intended for the entire board of directors, the Independent Directors as a group or an individual Director. The Secretary will forward any communications received directly to the intended recipient in accordance with the instructions.

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

The following sets forth, as of April 25, 2022, the beneficial ownership of the Company’s directors and officers as well as those persons owning beneficially 5% or more of the units of the Company:

Name and Address	Amount of Units Beneficially Owned and Nature of Ownership1		Percentage of Class Owned1
Independent Directors
Sheila A. Finnerty		—		*
Saverio M. Flemma		—		*
R. David Kelly		—		*
Andrew W. Tarica		2,500		*
Interested Directors
Richard T. Miller		50,000		1.00	%
Laird R. Landmann		—		*
Executive Officers
David Wang		5,000		*
Andrew Kim		1,500		*
Gladys Xiques				*
Other Beneficial Owners
Nationwide Mutual Insurance Company(2)		973,000		21.41	%
U.S. Retirement Trust (3)		514,550		11.32	%
Cliffwater Corporate Lending Fund (4)		500,000		11.00	%
CommonSpirit Health Operating Investment Pool, LLC (5)		500,000		11.00	%

* Less than 1%

9

(1) The number of units are those beneficially owned as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any units as to which a person has sole or shared voting power or investment power and any units which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. The percentages used herein are calculated based upon 4,543,780 common units outstanding, which reflects the number of common units issued and outstanding as of April 25, 2022.

(2) The Unitholder’s address is One Nationwide Plaza 01-05-705, Columbus, Ohio, 43215.

(3) The Unitholder’s address is 101 19th Street North, 17th Floor, Arlington, VA 22209.

(4) The Unitholder’s address is 4640 Admiralty Way, 11th Floor, Marina del Rey, CA 90292.

(5) The Unitholder’s address is 185 Berry Street, Suite 200, San Francisco, CA 94107. Holdings consist of 30,000 units held by CommonSPirit Health Operating Invest Pool, LLC, and 20,000 units held by the CommonSpirit Health Retirement Master Trust.

10

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

The Adviser

The Company’s investment activities are managed by the Adviser, which is registered as an investment adviser under the Advisers Act. Subject to the overall supervision of the board of directors, the Adviser manages the Company’s day-to-day operations of, and provides investment advisory and management services to, the Company, pursuant to the Advisory Agreement.

The Adviser is a California limited liabilitycompany registered with the SEC under the Advisers Act, and has been since 1970. The Adviser is a wholly owned subsidiary of The TCW Group, Inc. and, together with its affiliated companies, manages or has committed to manage approximately $264.5 billion of assets as of December 31, 2021. Such assets are managed in various formats, including managed accounts, funds, structured products and other investment vehicles, including Regiment Capital Special Situations Fund V, L.P.

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

Under the Advisory Agreement, the Adviser

• determines the composition of the Company’s portfolio, the nature and timing of the changes to the portfolio and the manner of implementing such changes;

• identifies, evaluates and negotiates the structure of the Company’s investments (including performing due diligence on prospective portfolio companies);

• determines the assets the Company will originate, purchase, retain or sell;

• closes, monitors and administers the investments the Company makes, including the exercise of any rights in the Company’s capacity as a lender; and

• provides the Company such other investment advice, research and related services as it may, from time to time, require.

The Adviser’s services under the Advisory Agreement are not exclusive, and the Adviser is free to furnish similar or other services to others so long as its services to the Company are not impaired.

Management Fee

Under the Advisory Agreement, the Company will pay to the Adviser, quarterly in arrears, a management fee in cash (the “Management Fee”) calculated as follows: 0.3125% (i.e., 1.25% per annum) of the average gross assets of the Company on a consolidated basis, with the average determined based on the gross assets of the Company as of the end of the three most recently completed calendar months. “Gross assets” means the amortized cost of portfolio investments of the Company (including portfolio investments purchased with borrowed funds and other forms of leverage, such as preferred units, public and private debt issuances, derivative instruments, repurchase agreements and other similar instruments or arrangements) that have not been sold, distributed to members, or written off for tax purposes (but reduced by any portion of such cost basis that has been written down to reflect a permanent impairment of value of any portfolio investment), and excluding cash and cash equivalents. The Management Fee payable for any partial month or quarter will be appropriately pro-rated. The “Commitment Period” of the Company began on January 21, 2022 (the “Initial Closing Date) and will end on February 1, 2026, which is the later of (a) January 21, 2026, four years from the Initial Closing Date and (b) February 1, 2026, four years from the date in which the Company first completed an investment. While the Management Fee will accrue from the Initial Closing Date, the Adviser intends to defer payment of such fee to the extent that such fee is greater than the aggregate amount of interest and fee income earned by the Company.

Incentive Fee

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

(a) First, no Incentive Fee will be owed until the Unitholders have collectively received cumulative distributions pursuant to this clause equal to their Aggregate Contributions to the Company in respect of all Units;

(b) Second, no Incentive Fee will be owed until the Unitholders have collectively received cumulative distributions equal to a 8% internal rate of return on their Aggregate Contributions to the Company in respect of all Units (the “Hurdle”);

(c) Third, the Adviser will be entitled to an Incentive Fee out of 100% of additional amounts otherwise distributable to Unitholders until such time as the Incentive Fee paid to the Adviser is equal to 15% of the sum of (i) the amount by which the Hurdle exceeds the aggregate capital contributions of the Unitholders in respect of all Units and (ii) the amount of Incentive Fee being paid to the Adviser pursuant to this clause (c); and

11

(d) Thereafter, the Adviser will be entitled to an Incentive Fee equal to 15% of additional amounts otherwise distributable to Unitholders in respect of all Units, with the remaining 85% distributed to the Unitholders.

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

If the Advisory Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating the agreement or (ii) the Company terminating the agreement for cause (as set out in the Advisory Agreement), the Company will be required to pay the Adviser a final incentive fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Advisory Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all of the Company’s investments were liquidated for their current value (but without taking into account any unrealized appreciation of any portfolio investment), and any unamortized deferred portfolio investment-related fees were deemed accelerated, (B) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (C) the remainder were distributed to Unitholders and paid as Incentive Fee in accordance with the “waterfall” (i.e., clauses (a) through (d)) described above for determining the amount of the Incentive Fee. The Company will make the Final Incentive Fee Payment in cash on or immediately following the date the Advisory Agreement is so terminated.

Adviser Return Obligation

After we have made our final distribution of assets in connection with our dissolution, if the Adviser has received aggregate payments of Incentive Fees in excess of the amount the Adviser was entitled to receive pursuant to “Incentive Fee” above, then the Adviser will return to us, on or before 90 days after such final distribution of assets, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event will the Adviser be required to return to us an amount greater than the aggregate Incentive Fees paid to the Adviser, reduced by the excess of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees, over (b) an amount equal to the U.S. federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation.

Administration Agreement

The Company has entered into an Administration Agreement with the Administrator under which the Administrator (or one or more delegated service providers) oversees the maintenance of the Company’s financial records and otherwise assist on the Company’s compliance with business development company and registered investment company rules, prepare reports to the Company’s unitholders, monitor the payment of the Company’s expenses and the performance of other administrative or professional service providers, and generally provide the Company with administrative and back office support. The Company will reimburse the Administrator for expenses incurred by it on the Company’s behalf in performing its obligations and providing personnel and facilities under the Administration Agreement. The Administrator has agreed that it will not charge total fees under the Administration Agreement that would exceed its reasonable estimate of what a qualified third party would charge to perform substantially similar services. In addition, Amounts paid pursuant to the Administration Agreement are subject to the annual cap on operating expenses.

Relationship with the Adviser and Potential Conflicts of Interest

The Company, the Adviser and the Company’s respective direct or indirect Members, partners, officers, Directors, employees, agents and affiliates may be subject to certain potential conflicts of interest in connection with the Company’s activities and investments. For example, the terms of the Adviser’s management and incentive fees may create an incentive for the Adviser to approve and cause the Company to make more speculative investments than it would otherwise make in the absence of such fee structure.

The Adviser’s Private Credit Team (the “Private Credit Team”) is separated from those partners and employees of the Adviser and its affiliates involved in the management of the investments of other funds and other accounts (the “Other Employees”) by an ethical wall, and accordingly, the Other Employees may be unable to make certain material information available to the Private Credit Team. In addition, the Adviser’s other funds and separate accounts may take positions in securities and/or issuers that are in a different part of the capital structure of an issuer or adverse to the Company.

The members of the senior management and investment teams and the investment committee of the Adviser serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company, or of investment funds managed by the Adviser or its affiliates. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the Company’s best interests or in the best interest of the unitholders. For example, Mr. Miller and the other members of the investment committee have management responsibilities for other investment funds, accounts or other investment vehicles managed by the Adviser or its affiliates.

12

The Company’s investment objective may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. For example, the Adviser concurrently manages accounts that are pursuing an investment strategy similar to the Company’s strategy, and the Company may compete with these and other entities managed by affiliates of the Adviser for capital and investment opportunities. As a result, those individuals at the Adviser may face conflicts in the allocation of investment opportunities between the Company and other investment funds or accounts advised by principals of, or affiliated with, the Adviser. The Adviser has agreed with the board of directors that, when the Company is able to co-invest with other investment funds or accounts managed by the Adviser, allocations among the Company and other investment funds or accounts will generally be made based on capital available for investment in the asset class being allocated to the extent consistent with the 1940 Act. The Company expects that available capital for its investments will be determined based on the amount of cash on-hand, existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and diversification requirements and other investment policies and restrictions set by the board of directors or as imposed by applicable laws, rules, regulations or interpretations. In situations where the Company cannot co-invest with other investment funds managed by the Adviser due to the restrictions contained in the 1940 Act, the investment policies and procedures of the Adviser generally require that such opportunities be offered to the Company and such other investment funds on an alternating basis. However, there can be no assurance that the Company will be able to participate in all investment opportunities that are suitable to it. The Company and the Adviser have received the Exemptive Order from the SEC that permits the Company to co-invest with affiliates of the Adviser, including private funds managed by the Adviser, if the board of directors determines that it would be advantageous for the Company to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions, as well as regulatory requirements and other pertinent factors.

Certain Business Relationships

Certain of the Company’s current Directors and officers are directors or officers of the Adviser.

13

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees and Services

Set forth in the table below are audit fees and non-audit related fees billed to the Company and payable to Deloitte for professional services performed for the Company’s fiscal year ended December 31, 2021. The Company was formed in 2021.

Fiscal Year/Period	Audit Fees		Audit- Related Fees		Tax Fees		All Other Fees
2021	$	40,000	$	—	$	—	$	—

The Audit Committee reviews, negotiates and approves in advance the scope of work, any related engagement letter and the fees to be charged by the independent registered public accounting firm for audit services and permitted non-audit services for the Company and for permitted non-audit services for the Company’s investment advisers and any affiliates thereof that provide services to the Company if such non-audit services have a direct impact on the operations or financial reporting of the Company. All of the audit and non-audit services described above, for which fees were incurred by the Company for the fiscal year ended December 31, 2021, were pre-approved by the Audit Committee, in accordance with its pre-approval policy.

14

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

Exhibits
3.1	Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form 10, as filed with the Securities and Exchange Commission on May 25, 2021)
3.2	Limited Liability Company Agreement, dated June 29, 2017 (incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form 10, as filed with the Securities and Exchange Commission on May 25, 2021)
3.3*	Amended and Restated Limited Liability Company Agreement, dated January 21, 2022
10.1*	Investment Advisory and Management Agreement, dated January 21, 2022, by and between the Company and TCW Asset Management Company LLC
10.2*	Administration Agreement, dated January 21, 2022, by and between the Company and TCW Asset Management Company LLC
31.1*	Certification of President Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2*	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1*	Certification of President Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
32.2*	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

* Filed herewith

15

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

	TCW DIRECT LENDING VIII LLC
Date: April 27, 2022	By:	/s/ Andrew Kim
		Andrew Kim
		Chief Financial Officer
		(Principal Financial Officer)

TCW Direct Lending VIII LLC

Index to Financial Statements

Report of Independent Registered Public Accounting Firm	F-2
Statements of Assets and Liabilities as of December  31, 2021 and May 27, 2021 (inception)	F-3
Statement of Operations from May  27, 2021 (inception) to December 31, 2021	F-4
Statement of Changes in Members’ Capital from May  27, 2021 (inception) to December 31, 2021	F-5
Notes to Financial Statements	F-6

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of TCW Direct Lending VIII LLC (the “Company”) as of December 31, 2021 and May 27, 2021 (inception), the related statements of operations, and changes in members’ capital for the period May 27, 2021 (inception) to December 21, 2021, and the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and May 27, 2021 (inception), and the results of its operations and changes in members’ capital for the period May 27, 2021 (inception) to December 21, 2021 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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 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 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 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 financial statements and financial highlights. Our procedures included confirmation of cash held as of December 31, 2021 and May 27, 2021 (inception), by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

Los Angeles, California

March 28, 2022

We have served as the Company’s auditor since 2021.

F-2

TCW DIRECT LENDING VIII LLC

Statements of Assets and Liabilities

	As of December 31, 2021		As of May 27, 2021 (Inception)
Assets
Cash equivalents	$	1,000	$	1,000
Organizational costs due from related party		503,721		—
Deferred offering costs		219,752		—
Directors’ fees due from related party		14,000		—
Other assets due from related party		133,252		—
Total Assets	$	871,725	$	1,000
Liabilities
Organizational costs payable to related party	$	503,721	$	—
Offering costs payable to related party		219,752		—
Directors’ fees payable to related party		14,000		—
Other liabilities payable to related party		133,252		—
Total Liabilities	$	870,725	$	—
Member’s Capital
Units (10 units issued and outstanding)	$	1,000	$	1,000
Total Member’s Capital	$	1,000	$	1,000
Total Liabilities and Member’s Capital	$	871,725	$	1,000
Net Asset Value Per Unit	$	100.00	$	100.00

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

F-3

TCW DIRECT LENDING VIII LLC

Statement of Operations

	For the period from May 27, 2021 (Inception) to December 31, 2021
Investment Income	$	—
Expenses:
Organization costs		503,721
Professional fees		40,000
Directors’ fees		14,000
Other fees and expenses		24,877
Total expenses		582,598
Expenses reimbursed by related party		582,598
Net expenses		—
Net investment income (loss)	$	—
Net realized and unrealized gain (loss) on investments		—
Net increase (decrease) in Member’s Capital from operations	$	—
Income (Loss) per unit	$	—

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

F-4

TCW DIRECT LENDING VIII LLC

Statement of Changes in Member’s Capital

	For the period from May 27, 2021 (Inception) to December 31, 2021
Increase in Member’s Capital Resulting from Capital Activity
Contributions	$	—
Total Increase in Member’s Capital Resulting from Capital Activity		—
Total Increase in Member’s Capital		—
Member’s Capital, beginning of period		1,000
Member’s Capital, end of period	$	1,000

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

F-5

TCW DIRECT LENDING VIII LLC

Notes to Financial Statements

December 31, 2021

1. Organization and Basis of Presentation

Organization: TCW Direct Lending VIII LLC (the “Company”), was formed as a Delaware limited liability company on September 3, 2020. The Company expects to conduct a private offering of its common limited liability company units (the “Units”) to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). In addition, the Company may issue preferred units, though it currently has no intention to do so. On May 27, 2021 (“Inception Date”), the Company sold and issued 10 Units at an aggregate purchase price of $1,000 to TCW Asset Management Company LLC (“TAMCO”), an affiliate of the TCW Group, Inc. As of December 31, 2021, no operations have occurred other than the sale of the Units to TAMCO.

On July 22, 2021 the Company filed an election to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company also intends to elect to be treated for U.S. federal income tax purposes as a Regulated Investment Company (a “RIC”) under Subchapter M of the U.S Internal Revenue Code of 1986, as amended (the “Code”). As a BDC and a RIC, the Company will be required to meet the minimum distribution and other requirements for RIC qualification and as a BDC and a RIC, the Company will be required to comply with certain regulatory requirements.

2. Significant Accounting Policies

Basis of Presentation: The Company’s financial statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies (“ASC Topic 946”).

The statement of cash flows has been omitted because no cash transactions occurred during the period from Inception Date to December 31, 2021.

Use of Estimates: The preparation of the financial statements in conformity 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 statement of assets and liabilities. Actual results could differ from those estimates, and such differences could be material.

Organization and Offering Costs: Costs incurred to organize the Company are expensed as incurred. Offering costs will be accumulated and charged directly to Member’s Capital at the end of the period during which the Units will be offered (the “Closing Period”). The Company will not bear more than an amount equal to 10 basis points of the aggregate capital commitments to the Company through the Units (the “Commitments”) of the Company for organization and offering expenses in connection with the offering of the Units through the Closing Period. If the initial offering is not successful, the Company’s adviser or its affiliates will incur such costs. As there has been no formal commitment of external capital as of December 31, 2021, all such costs have either been deferred or are receivables from TAMCO.

Cash Equivalents: Cash equivalents are comprised of cash in a money market account. Cash equivalents are carried at amortized costs which approximates fair value and are classified as Level 1 in the GAAP valuation hierarchy.

Income Taxes: The Company has elected to be treated as a BDC under the 1940 Act. The Company also intends to elect to be treated as a RIC under the Code and will make such an election beginning with the taxable year ending December 31, 2022. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the financial statements of the Company.

Accounting Pronouncements Recently Adopted: In January 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). ASU 2021-01 is an update of ASU 2020-04, which is in response to concerns about structural risks of interbank offered rates, and particularly the risk of cessation of LIBOR; regulators have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU 2021-01 update clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in this update are effective immediately through December 31, 2022, for all entities. Management is currently evaluating the implications, if any, of the additional requirements and its impact on the Company’s financial statements.

F-6

TCW DIRECT LENDING VIII LLC

Notes to Financial Statements (Continued)

December 31, 2021

3. Expenses

Expenses from May 27, 2021 (inception) through the year ended December 31, 2021 primarily consist of $503,721 of initial organization costs that the Company is required to reimburse TAMCO. The Company also paid directors’ fees of $14,000 resulting from the initial board meeting in May 2021 in addition to $64,877 in professional and other fees.

Deferred offering costs shown on the Company’s Statement of Assets and Liabilities as of December 31, 2021 were $219,752 and will be charged to Member’s Capital at the end of the Closing Period. The Company anticipates receiving commitments sufficient to allow for this reimbursement. In the event receipt of a formal commitment of external capital does not occur, all expenses will be borne by TAMCO or its affiliates.

4. Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of December 31, 2021 the Company is not aware of any pending of threatened litigation.

5. Member’s Capital

As of December 31, 2021, the Company sold and issued 10 Common Units at an aggregate purchase price of $1,000 to TAMCO.

6. Subsequent Events

On January 18, 2022, the Company entered into the Investment Advisory and Management Agreement with TAMCO, its registered investment adviser under the Investment Advisers Act of 1940, as amended.

On January 21, 2022, the Company completed the first closing of the sale of its Common Units pursuant to which the Company sold 4,543,770 Common Units at an aggregate purchase price of $454,377,000.

Since inception and through the date of these financial statements, the Company has incurred $240,472 in offering costs and $582,190 in organization costs.

F-7

EX-3.3

Confidential & Proprietary Execution Version

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

TCW DIRECT LENDING VIII LLC

(A Delaware Limited Liability Company)

Dated as of January 21, 2022

TABLE OF CONTENTS

			Page
ARTICLE 1 DEFINITIONS				1
1.1	Definitions			1
ARTICLE 2 ORGANIZATION; POWERS				1
2.1	Formation of Limited Liability Company; Withdrawal; Amendment to and Restatement of LLC Agreement			1
	2.1.1	Formation		1
	2.1.2	Admission		1
	2.1.3	Amendment and Restatement		1
	2.1.4	Name		2
	2.1.5	Address		2
2.2	Purpose; Powers			2
ARTICLE 3 MEMBERS, VOTING AND CONSENTS				2
3.1	Names, Addresses and Subscriptions			2
3.2	Status of Members			2
	3.2.1	Limited Liability		2
	3.2.2	Effect of Death, Dissolution or Bankruptcy		3
	3.2.3	No Control of Company		3
	3.2.4	Dual Status		3
3.3	Later-Closing Investors			3
	3.3.1	Common Units Issued After the Initial Closing Date		3
	3.3.2	Special Treatment of Contributions Made by a Later-Closing Investor		4
	3.3.3	Accession to Agreement		4
	3.3.4	Anti-Money Laundering and Other Information Provisions		5
3.4	Management and Control of Company			8
	3.4.1	Board of Directors		8
	3.4.2	Management by the Board		9
	3.4.3	Powers of Board		10
	3.4.4	Certain Related Transactions		10
3.5	Activities of Members			10
3.6	Parallel Funds			11
3.7	Meetings of Members			11
3.8	Member Voting and Consents			11
ARTICLE 4 INVESTMENTS AND ACTIVITIES				12
4.1	Investment Objectives			12
4.2	Investment Limitations			12
	4.2.1	Investments in Portfolio Companies		12
	4.2.2	Additional Investment Limitations		13
	4.2.3	Conflicts of Interest		13

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4.3	Borrowing		14
	4.3.1	General	14
	4.3.2	Member Acknowledgements	15
	4.3.3	Beneficiary Rights	15
4.4	Preferred Units		15
4.5	Retention and Reinvestment of Proceeds		15
	4.5.1	Limited Retention and Reinvestment	15
	4.5.2	Required Distributions of Amounts Not Retained	16
	4.5.3	Recallable Amounts	16
ARTICLE 5 FEES AND EXPENSES; ADVISORY AGREEMENT			16
5.1	Company Expenses		16
5.2	Advisory Agreement; Management Fee and Incentive Fee		18
	5.2.1	Advisory Agreement	18
	5.2.2	Management Fee	18
	5.2.3	Incentive Fee	19
	5.2.4	Transaction; Advisory Fees	19
ARTICLE 6 CAPITAL OF THE COMPANY			19
6.1	Obligation to Contribute		19
	6.1.1	General	19
	6.1.2	Original Issuance Price	20
	6.1.3	Drawdowns of Undrawn Commitment; Deficiency Drawdowns	20
	6.1.4	Commitment Period	21
	6.1.5	No Interest	21
	6.1.6	Fund Size	21
6.2	Failure to Make Required Payment		21
	6.2.1	Interest	21
	6.2.2	Default	22
	6.2.3	Default Charge	23
	6.2.4	Distributions to Defaulting Members	23
	6.2.5	Effect of Default on Remaining Interest in Company	23
6.3	Key Person Event		24
ARTICLE 7 DISTRIBUTIONS			25
7.1	Amount, Timing and Form		25
	7.1.1	General	25
	7.1.2	Form of Distributions; Apportionment of In-Kind Distributions	25
7.2	Certain Distributions Prohibited		25
ARTICLE 8 DURATION OF THE COMPANY			25
8.1	Term of Company		25
8.2	Events of Dissolution		26

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ARTICLE 9 LIQUIDATION OF ASSETS ON DISSOLUTION			26
9.1	General		26
9.2	Liquidating Distributions; Priority		26
9.3	Duration of Liquidation		27
9.4	Liability for Returns		27
	9.4.1	General	27
	9.4.2	Adviser Return Obligation	27
	9.4.3	Distribution of Returned Amounts	27
9.5	Post-Dissolution Investments and Drawdowns		27
ARTICLE 10 LIMITATIONS ON TRANSFERS AND REDEMPTIONS OF COMPANY UNITS			27
10.1	Transfers of Units		27
	10.1.1	General	27
	10.1.2	Consent of Company	28
	10.1.3	Required Representations by Parties	28
	10.1.4	Other Prohibited Legal Consequences	28
	10.1.5	Opinion of Counsel	28
	10.1.6	Reimbursement of Transfer Expenses	29
10.2	Admission of Substituted Members		29
	10.2.1	General	29
	10.2.2	Effect of Admission	29
	10.2.3	Non-Compliant Transfer	29
10.3	Multiple Ownership		30
10.4	Adviser’s Interest Upon Removal		30
ARTICLE 11 EXCULPATION AND INDEMNIFICATION			30
11.1	Exculpation		30
	11.1.1	General	30
	11.1.2	Activities of Others	30
	11.1.3	Liquidator	30
	11.1.4	Advice of Experts	31
11.2	Indemnification		31
	11.2.1	General	31
	11.2.2	Effect of Judgment	31
	11.2.3	Effect of Settlement	31
	11.2.4	Process; Advance Payment of Expenses	32
	11.2.5	Insurance	33
	11.2.6	Successors and Survival	33
	11.2.7	Rights to Indemnification from Other Sources	33
	11.2.8	Insurance and Other Sources for Indemnity	33
11.3	Limitation by Law		33
11.4	Return of Certain Distributions		33

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ARTICLE 12 AMENDMENTS			35
12.1	Amendments		35
	12.1.1	By Consent	35
	12.1.2	Amendments Affecting Members’ Economic Rights	36
	12.1.3	Consent to Amend Special Provisions	36
	12.1.4	Notice of Amendments	36
	12.1.5	Other Agreements	36
ARTICLE 13 ADMINISTRATIVE PROVISIONS			37
13.1	Keeping of Accounts and Records; Certificate of Formation; Administrator		37
	13.1.1	Accounts and Records	37
	13.1.2	Certificate of Formation	37
	13.1.3	Administrator	37
13.2	Inspection Rights		37
13.3	Financial Reports		38
	13.3.1	Annual Financial Statements	38
	13.3.2	Additional Reporting	38
	13.3.3	Web Site	38
13.4	Valuation		38
	13.4.1	Valuation by Board	38
	13.4.2	Freely Tradable Securities	38
	13.4.3	Other Assets	39
	13.4.4	Goodwill and Intangible Assets	39
	13.4.5	Independent Valuation Firm	39
13.5	Notices		39
13.6	Accounting Provisions		40
	13.6.1	Fiscal Year	40
	13.6.2	Independent Auditors	40
13.7	Tax Provisions		40
	13.7.1	Classification of the Company as Corporation for Tax Purposes	40
	13.7.2	RIC Requirements	40
	13.7.3	Tax Information	41
	13.7.4	Listed Transactions	41
13.8	General Provisions		41
	13.8.1	Power of Attorney	41
	13.8.2	Execution of Additional Documents	42
	13.8.3	Binding on Successors	42
	13.8.4	Governing Law	42
	13.8.5	Submission to Jurisdiction; Venue; Waiver of Jury Trial	42
	13.8.6	Waiver of Partition	43
	13.8.7	Securities Law Matters	43
	13.8.8	Confidentiality	43
	13.8.9	Compliance with Laws	46
	13.8.10	Notices to Members	46
	13.8.11	Contract Construction; Headings; Counterparts	46

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ARTICLE 14 SPECIAL REGULATORY MATTERS			47
14.1	ERISA Compliance		47
	14.1.1	ERISA Plan Assets	47
	14.1.2	Distributions in Kind to ERISA Members	47
	14.1.3	Plan Assets Notice	47
14.2	ERISA Withdrawal		48
	14.2.1	General	48
	14.2.2	Cure Period	48
	14.2.3	Withdrawal	49
	14.2.4	Distributions to Withdrawing ERISA Member	49
14.3	Public Plan Members		50
14.4	Foundation Members		50
14.5	Bank Holding Company Member		51
	14.5.1	Withdrawal	51
	14.5.2	Right to Decline Distributions	51
14.6	Conforming Amendment		51

Signature Pages of Members

Appendix I	Definitions
Appendix II	Member Acknowledgements
Schedule A	Schedule of Directors
Schedule B	Schedule of Audit Committee Members
Schedule C	Schedule of Officers
Exhibit 1	Investment Advisory and Management Agreement
Exhibit 2	Adviser Representations Letter

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TCW DIRECT LENDING VIII LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TCW Direct Lending VIII LLC (the “Company”), dated as of January 21, 2022, by and among TCW Asset Management Company LLC, a limited liability company formed under the laws of the State of Delaware (“TCW”) and those Persons who have entered into Subscription Agreements with the Company for the purchase of common limited liability company units (collectively, the “Common Units”) in the Company as members, or who are subsequently admitted to the Company as holders of Common Units (collectively, the “Common Unitholders”).

ARTICLE 1

DEFINITIONS

1.1 Definitions.

Capitalized terms used herein and not otherwise defined have the meanings assigned to them in Appendix I hereto. Appendix I also indicates certain other sections of this Agreement in which certain other terms used in this Agreement are defined.

ARTICLE 2

ORGANIZATION; POWERS

2.1 Formation of Limited Liability Company; Withdrawal; Amendment to and Restatement of LLC Agreement.

2.1.1 Formation.

The Company was formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (as amended from time to time, the “Delaware Act”) pursuant to a Certificate of Formation of the Company, which was filed with the Secretary of State of the State of Delaware on September 3, 2020 (as amended to date and as amended from time to time hereafter, the “Certificate”). TCW, as initial member of the Company, executed the Limited Liability Company Agreement, dated as of March 9, 2021 (the “Original LLC Agreement”).

2.1.2 Admission.

The Persons who have entered into Subscription Agreements with the Company for the purchase of Common Units as Common Unitholders have been or are hereby being admitted to the Company as Common Unitholders upon the execution and delivery of the LLC Agreement by or on behalf of such Persons. This Agreement may be executed on behalf of such Members by an authorized representative of the Company, as attorney-in-fact for such Members, with the same force and effect as if executed directly by the Members.

2.1.3 Amendment and Restatement.

TCW and the other Members hereby amend and restate the Original LLC Agreement in the form of this Amended and Restated Limited Liability Company Agreement (as so amended and restated and as amended from time to time hereafter, and including Appendices I and II hereto, the “LLC Agreement” or this “Agreement”) and agree to carry on a limited liability company subject to the terms of this Agreement in accordance with the Delaware Act.

2.1.4 Name.

The name of the Company is “TCW Direct Lending VIII LLC.”

2.1.5 Address.

The principal office of the Company shall be located at c/o The TCW Group, Inc., 200 Clarendon Street, 51st Floor, Boston, Massachusetts 02116. The address of the Company’s registered office in Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name of the Company’s registered agent at that address is National Registered Agents, Inc. The Company may change the locations of the principal office and registered office of the Company to such other locations, and may change the registered agent of the Company in Delaware to such other Person, as the Company may specify from time to time in a written notice to the Members by amending this Agreement and the Certificate, as appropriate.

2.2 Purpose; Powers.

In furtherance of the investment objectives of the Company, the Company may engage in any lawful act or activity for which limited liability companies may be formed under the laws of the State of Delaware and shall have all the powers available to it as a limited liability company formed under the laws of the State of Delaware.

ARTICLE 3

MEMBERS, VOTING AND CONSENTS

3.1 Names, Addresses and Subscriptions.

The name, address, e-mail address, facsimile number, and the number of Units held and corresponding Commitment of each Member are set forth in the books and records of the Company. The Company shall maintain such books and records in a manner consistent with this Agreement and shall cause such books and records to be revised to reflect (a) the admission of any additional or substituted Member occurring pursuant to the terms of this Agreement, (b) the withdrawal, or partial withdrawal, of any Member pursuant to the terms of this Agreement, (c) any change in the identity, address, e-mail address or facsimile number of a Member, (d) any changes in the Commitments of the Members occurring pursuant to the terms of this Agreement or (e) the identity, e-mail address, address and facsimile number of any trustee or nominee named pursuant to 10.3.

3.2 Status of Members.

3.2.1 Limited Liability.

No Member, in its capacity as such, shall be liable for the debts and obligations of the Company; provided, however, that each Member shall be required to pay to the Company (a) any capital contributions that such Member has agreed to make to the Company pursuant to this Agreement; (b) the amount of any distribution that such Member is required to return to the Company pursuant to this Agreement or the Delaware Act; and (c) the unpaid balance of any other payments that such Member expressly is required to make to the Company pursuant to this Agreement or pursuant to such Member’s Subscription Agreement, as the case may be.

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3.2.2 Effect of Death, Dissolution or Bankruptcy.

Upon the death, incompetence, bankruptcy, insolvency, liquidation or dissolution of a Member, the rights and obligations of such Member under this Agreement, to the maximum extent permitted by law, shall inure to the benefit of, and shall be binding upon, such Member’s successor(s), estate or legal representative. Each such Person shall be treated as provided in the second sentence of 10.2.2 unless and until such Person is admitted as a substituted Member pursuant to 10.2. Any Transfer of the interest so acquired by such successor, estate or legal representative shall be subject to the requirements of Article 10.

3.2.3 No Control of Company.

Except as otherwise provided herein, no Member shall have the right or power to: (a) withdraw its contribution to the capital of the Company or reduce its Commitment; (b) to the maximum extent permitted by law, cause the dissolution and winding up of the Company or (c) demand property in return for its capital contributions. No Member, in its capacity as such, shall take any part in the control of the affairs of the Company, undertake any transactions on behalf of the Company, or have any power to sign for or otherwise to bind the Company.

3.2.4 Dual Status.

A Member may hold both Common Units and, if issued, Preferred Units. A Member who holds both Common Units and Preferred Units shall be treated separately as a Common Unitholder with respect to its Common Units and as a Preferred Unitholder with respect to its Preferred Units, except as otherwise provided in the Agreement.

3.3 Later-Closing Investors.

3.3.1 Common Units Issued After the Initial Closing Date.

During the Closing Period, the Company may, in the Board’s discretion, issue additional Common Units to newly admitted Members (a “Later-Closing Investor”) or to existing Members (who will be treated as Later-Closing Investors with respect to such newly issued Common Units); provided, however, investors admitted as Initial Closing Members that participate in a closing following the Initial Closing Date, and existing Members receiving newly issued Common Units because their initial commitment did not reflect their total commitment due to regulatory, legal, or other constraints applicable to the Company’s or investor’s portfolio at the time of initial commitment, shall not be deemed Later-Closing Investors. Later-Closing Investor status shall be determined on a look-through basis with respect to any feeder fund. In advance of each additional closing, and as close to it as practicable, the Company will allocate its estimated profits and losses through that date, and distribute to Unitholders any undistributed estimated profits in cash to the extent there is available cash and through a deemed capital call and corresponding deemed distribution to the extent there is not sufficient available cash (on each occasion, a “Pre-Closing Distribution”). Each Later-Closing Investor will be required to contribute to the Company in respect of each newly issued Common Unit the sum of the following:

(a) an amount equal to the Aggregate Contributions drawn down with respect to a Common Unit issued on the Initial Closing Date (but reduced by such contributions returned as described in 3.3.2(a)) through the closing date for the newly issued Common Unit (a “True-Up Contribution”);

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(b) an amount equal to any increase in the net asset value (as reflected in the Company’s books and records, after giving effect to the applicable Pre-Closing Distribution) of a Common Unit issued on the Initial Closing Date through the closing date for the newly issued Common Unit, excluding any increase in net asset value attributable to additional capital contributions or decrease attributable to distributions of True-Up Contributions as described in 3.3.2(a) (an “NAV Balancing Contribution”); and

(c) an amount equal to a rate of 2.0% per annum on the True-Up Contribution for such newly issued Common Unit, calculated for the period from the Initial Closing Date to the closing date for such newly issued Common Unit as an administrative fee to compensate the Company for expenses and activities related to the Later-Closing Investor (a “Late-Closer Contribution”).

3.3.2 Special Treatment of Contributions Made by a Later-Closing Investor.

(a) True-Up Contributions may be retained by the Company and used for any Company purpose or if at any time the Company determines that because of the True-Up Contributions it has excess cash on hand, the Company may distribute that excess cash among all the Common Unitholders in accordance with 7.1.1. As provided in 6.1.1, any distribution of True-Up Contributions will be treated as a return of previously made capital contributions in respect of the Common Units and, consequently, will correspondingly increase the Undrawn Commitment of the Common Units.

(b) As provided in 6.1.1, NAV Balancing Contributions and Late-Closer Contributions will not reduce the Undrawn Commitment of the associated Common Units and, as set forth in the Advisory Agreement, will not be treated as capital contributions for purposes of calculating the Incentive Fee. NAV Balancing Contributions received by the Company will not be treated as amounts distributed to Common Unitholders for purposes of calculating the Incentive Fee.

(c) The Company shall specially distribute Late-Closer Contributions made with respect to Common Units that are issued on a particular closing date to the Common Unitholders that were issued Common Units prior to such closing date pro rata based on the number of Common Units held by such Common Unitholders immediately prior to such closing date. If necessary in order to cause the Company to maintain its status as a RIC, or in order to comply with tax, regulatory or other requirements, the Company shall increase the amount of Late-Closer Contributions that a Later-Closing Investor is required to make pursuant to 3.3.1(c), but only if the increased amount is distributed to such Later-Closing Investor (i.e., so the net Late-Closer Contribution made and distributed to other Common Unitholders is the same as the amount described in 3.3.1(c)). As set forth in the Advisory Agreement, the special distribution of Late-Closer Contributions will not be treated as an amount distributed to the Common Unitholders for purposes of calculating the Incentive Fee.

3.3.3 Accession to Agreement.

Each Person who is to be admitted as a Later-Closing Investor pursuant to this Agreement shall be admitted to the Company as a Member upon, executing (whether on its own behalf or via an attorney-in-fact), (i) a Subscription Agreement or other written document pursuant to which such Person agrees to become a Member and be bound by this Agreement together with the Company’s acceptance of such document and (ii) a counterpart signature page to this Agreement, which shall not require the consent or approval of any other Member. The Company shall make any necessary filings with the appropriate governmental authorities and take such actions as are necessary under applicable law to effectuate such admission.

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3.3.4 Anti-Money Laundering and Other Information Provisions.

(a) Each Member hereby agrees that:

(1) None of the monies that such Member will contribute or pay to the Company shall be derived from, or related to, any activity in violation of United States laws, orders, rules and regulations or any other applicable laws, orders, rules and regulations, including Anti-Money Laundering and Sanctions Laws (as defined in (a)(2) below); and

(2) No contribution or payment by such Member to the Company, and no distribution to such Member (assuming such distribution is made in accordance with instructions provided to the Company by such Member), shall cause the Company, the Board, the Adviser or any Officer to be in violation of U.S. anti-money laundering laws, orders, rules or regulations (including the U.S. Bank Secrecy Act, as amended by the USA PATRIOT Act, and the U.S. Money Laundering Control Act of 1986), or U.S. sanctions laws, orders, rules or regulations (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)), each such statute as amended, including any successor statute thereto, and including all rules and regulations promulgated thereunder, or any other applicable anti-money laundering or sanctions laws, orders, rules or regulations (collectively, the “Anti-Money Laundering and Sanctions Laws”).

(b) Each Member will promptly notify the Company if, to the knowledge of such Member, such Member has made a contribution or payment to the Company, or received a distribution from the Company, in each case in a manner inconsistent with (a) above.

(c) Each Member will provide the Company, promptly upon receipt of the Company’s written request therefor, with any additional information regarding such Member or its beneficial owner(s) that the Company reasonably deems necessary or advisable in order to determine or ensure compliance with the Anti-Money Laundering and Sanctions Laws and all other applicable laws, orders, rules, regulations and administrative pronouncements concerning money laundering, bank secrecy, economic sanctions and other criminal activities and to complete tax-related filings.

(d) Each Member understands and agrees that if, at any time, such Member has made a contribution or payment to the Company in a manner inconsistent with (a) above, or if otherwise required by any applicable laws, orders, rules, regulations or pronouncements related to money laundering, bank secrecy or economic sanctions or similar laws, the Company may take appropriate actions, including the actions in (k) below, to ensure that it, the Board, the Adviser and each of the Officers is in compliance with all such applicable laws, orders, rules, regulations and pronouncements, including the Anti-Money Laundering and Sanctions Laws.

(e) Each Member will not use any distributions or other monies received by such Member from the Company to finance any activities in violation of United States laws, orders, rules and regulations or any other applicable laws, orders, rules and regulations, including Anti-Money Laundering and Sanctions Laws.

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(f) Each Member acknowledges that United States federal statutes, regulations and executive orders administered by OFAC prohibit, among other things, the engagement in transactions or dealings with, and the provision of goods or services involving, certain foreign countries, territories, entities and individuals pursuant to the sanctions programs administered by OFAC (“OFAC Sanctions Programs”), including entities and individuals included on OFAC’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List and Sectoral Sanctions Identification List (collectively, the “OFAC Lists”), which can be found on the OFAC website at < https://sanctionssearch.ofac.treas.gov/>. In addition, each Member acknowledges that the OFAC Sanctions Programs target dealings with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC Lists.

(g) Each Member hereby agrees that none of the Persons controlling, under common control with, or controlled by such Member, Persons having a beneficial interest in such Member (with respect to Members that are privately held entities); or Persons for whom such Member will be acting as agent, trustee, representative, intermediary or nominee or in any similar capacity in connection with its contribution or payment to the Company, will be:

(1) an individual or entity targeted by the OFAC Sanctions Programs, including any individual or entity named on the OFAC Lists, and any other applicable sanctions laws, orders, rules or regulations, or is a party which the Company, the Board, the Adviser or any Officer is prohibited from dealing with under United States laws, orders, rules or regulations, and any other applicable laws, orders, rules or regulations.

(2) a senior foreign political figure or politically exposed Person, or any immediate family member or close associate of a senior foreign political figure or politically exposed Person (in each case as defined in Appendix I), unless such Person is otherwise disclosed in writing to the Company prior to the Member’s contribution or payment to the Company.

(h) If a Member is a non-U.S. banking institution (a “Non-U.S. Bank”) or if the Member receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Non-U.S. Bank, such Member hereby agrees to use its reasonable efforts to ensure that: (1) the Non-U.S. Bank has a fixed address (other than solely a post office box or an electronic address) in a country in which the Non-U.S. Bank is authorized to conduct banking activities; (2) the Non-U.S. Bank employs one or more individuals on a full-time basis; (3) the Non-U.S. Bank maintains operating records related to its banking activities; (4) the Non-U.S. Bank is subject to inspection by the banking authority that licensed the Non-U.S. Bank to conduct banking activities; and (5) the Non-U.S. Bank does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a regulated affiliate.

(i) Each Member agrees that any distributions paid to it will be paid to the same account from which such Member’s contribution or payment to the Company will be originally remitted, unless such Member notifies the Company of another account of such Member to which payment shall be made or the Company shall agree otherwise.

(j) Each Member agrees that it will not transfer all or any part of its Units (or offer to do so) if such transfer will cause (1) the Company, the Board, the Adviser or any Officer to be in violation of the Anti-Money Laundering and Sanctions Laws; or (2) the Units to be held by an entity with which the Company, the Board, the Adviser or any Officer is prohibited from dealing under the Anti-Money Laundering and Sanctions Laws.

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(k) In addition to any actions authorized in the Subscription Agreement, actions that may be taken by the Company in the event of a violation of (a), (e), (g), (h) or (j) above, or as the Company otherwise deems reasonably necessary to comply with United States laws, orders, rules and regulations or any other applicable laws, orders, rules and regulations, including Anti-Money Laundering and Sanctions Laws, include, but are not limited to, the following:

(1) The Company, upon delivery of notice to that effect to the affected Member, may (in the Board’s discretion) “freeze” such Member’s Units and, in that event: the Company (A) shall not accept any additional capital contributions from such Member; (B) shall not draw down any additional capital contributions from such Member so long as the Units are frozen; or (C) shall not make any distributions to such Member in respect of its frozen Units after the delivery of such notice other than liquidating distributions pursuant to 9.2, after payment to each other Member of its final liquidating distribution in accordance with 9.2 and subject in all events to compliance with applicable law.

(2) The Company, subject to compliance with applicable law, may (in the discretion of the Board) redeem such Member’s Units using Company funds at a price equal to the lesser of (A) the Aggregate Contributions of such Member with respect to such Units and (B) the fair market value of such Units (as determined by the Board); provided, however, that if required by law, regulation or government order, the price shall equal such other price as may be required by applicable law, regulation or government order.

(l) Each Member acknowledges and agrees that (1) the Company may release confidential information regarding such Member and, if applicable, any of its beneficial owners, to governmental authorities if the Company, in its reasonable discretion, determines that releasing such information is in the best interests of the Company in light of the Anti-Money Laundering and Sanctions Laws, and (2) the Board, notwithstanding any other provision of this Agreement, may amend any provision of this Agreement in order to effectuate the intent of this 3.3.4.

(m) In addition to any other remedies provided hereunder, in the event that the non-compliance, or delay in compliance, by any Member with respect to any information pursuant to this 3.3.4 results in the imposition of any additional tax or other cost affecting directly or indirectly the Company or the other Members, to the extent the Board determines it is appropriate to do so (after taking into account the requirements of maintaining RIC status and other factors), the Company may take any and all actions necessary to cause such additional tax or expense to be borne by the Units held by such non-compliant or delaying Member.

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3.4 Management and Control of Company.

3.4.1 Board of Directors

(a) Initially, the Company’s board of directors (the “Board”) will be composed of six directors (each, a “Director”). A majority of the Directors may at any time increase or decrease the number of Directors; provided that the number of Directors may never be less than one or more than 12 unless this Agreement is amended pursuant to 12.1, in which case the Company may have more than 12 Directors but never less than one. Notwithstanding anything to the contrary herein, to the extent required by the 1940 Act, at any time when there are outstanding Preferred Units, the Preferred Unitholders shall have the right, as a class, to elect (i) two additional Directors to the Board (the “Preferred-Appointed Directors”), but shall not elect or vote for the other Directors, and (ii) if and for so long as distributions on the Preferred Units are unpaid in an amount equal to two full years of distributions on the Preferred Units, a majority of the Directors.

(b) A quorum of the Board shall consist of a majority of the exact number of Directors fixed from time to time in accordance with 3.4.1(a). At each meeting of the Board at which a quorum is present, all questions and business shall be determined by the vote of such number of Directors as constitute a majority of the Board (regardless of the number of Directors present at the meeting), unless a different vote is required by this Agreement. Directors may participate in a meeting by means of conference telephone or other communication equipment by means of which all Persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in Person at such meeting.

(c) The Directors will be divided into three classes, each serving staggered three-year terms. However, the initial members of the three classes have initial terms of one, two and three years, as indicated on Schedule A. At each annual meeting of the Members, the successors to the class of Directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of the Members held in the third year following the year of their election. Each Director may be elected to the Board with the affirmative vote of the holders of a plurality of the outstanding Units entitled to vote in the election of such Director at which a quorum is present (as set forth in 3.7); provided that the Board may amend this Agreement to alter the vote required to elect Directors. Except to the extent provided in Sections 3.4.1(f) and (g), each Director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualified.

(d) The name of each Director, such Director’s class, and the year of expiration of such Director’s term, shall be listed on Schedule A, which shall be updated as necessary.

(e) The majority of the Directors will at all times consist of Directors who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company, the Adviser or any of their respective Affiliates (the “Independent Directors”).

(f) A Director may resign from the Board at any time. If a Director (other than a Preferred-Appointed Director) is determined by the Board to have committed an act that constitutes Cause, such Director may be removed from his position by a vote of a Supermajority in Interest of the Common Unitholders. In addition, any Director may be removed from his position by a vote at a duly called meeting of the Board of least 80% of the Directors then seated.

(g) Any and all vacancies on the Board as a result of resignation or removal may be filled only by the affirmative vote of a majority of the remaining Directors in office, even if the remaining Directors do not constitute a quorum, and any Director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is duly elected and qualifies, subject to any applicable requirements of the 1940 Act.

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(h) A majority of the Directors have the authority to form committees of the Board from time to time to the extent that it determines that it is appropriate to do so. The Board shall have an audit committee, which will be responsible for selecting, engaging and discharging the Company’s independent accountants, reviewing the plans, scope and results of the audit engagement with the Company’s independent accountants, approving professional services provided by the Company’s independent accountants (including compensation therefor), reviewing the independence of the Company’s independent accountants, reviewing the adequacy of the Company’s internal control over financial reporting, establishing guidelines and making recommendations to the Board regarding the valuation of the Company’s assets for which market quotations are not readily available, and taking any other actions consistent with the audit committee charter or as may be authorized by the Board. The chairperson of the audit committee has been designated by the Board as an “audit committee financial expert” under the rules of the SEC. The names of each of the members of the audit committee and the member who serves as chairperson of the audit committee shall be listed on Schedule B, which shall be updated as necessary.

3.4.2 Management by the Board.

(a) The management, policies and control of the Company shall be vested exclusively in the Board; provided, however, that the Board may delegate its rights and powers to third parties, including the Adviser, as it may determine. Unless otherwise specified in this Agreement, consent or approval by the Company shall be determined by the Board.

(b) The Board may appoint and elect (as well as remove or replace with or without cause), as it deems necessary, a President, Vice Presidents, a Treasurer, a Chief Financial Officer, a Secretary, a Chief Compliance Officer and any other officer of the Company (collectively, the “Officers”). The compensation, if any, of the Officers shall be determined by the Board. The name of each Officer and such Officer’s position shall be listed on Schedule C, which shall be updated by an Officer, as necessary.

(c) The Officers shall perform such duties and may exercise such powers as may be assigned to them by the Board.

(d) Unless the Board decides otherwise, if the title of any Person authorized to act on behalf of the Company under this 3.4.2 is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such Person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this 3.4.2. Any number of titles may be held by the same Person. Any delegation pursuant to this 3.4.2 may be revoked at any time by the Board.

(e) The Board may authorize any Person, including any Officer, to sign on behalf of the Company. Unless authorized to do so by the Board, no Officer shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable for any purpose.

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3.4.3 Powers of Board.

Except as otherwise explicitly provided herein, the Board shall have the power on behalf and in the name of the Company to implement the objectives of the Company and to exercise any rights and powers the Company may possess, including, without limitation, the power to cause the Company to (a) make any elections available to the Company under applicable tax or other laws, (b) make any investments permitted under this Agreement, (c) satisfy any Company obligations (such as payment of the Management Fee, Incentive Fee and other Company Expenses), (d) effect a reorganization, (e) make any disposition of Company assets including through an in-kind redemption of Units in connection with a reorganization, or (f) cause the redemption of Units permitted under this Agreement.

Notwithstanding any other provision of this Agreement, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Board on behalf of the Company is hereby empowered to authorize an Officer of the Company or other representative to execute and deliver, (v) the Administration Agreement (w) a Subscription Agreement with each Member, (x) the Advisory Agreement, (y) a licensing agreement with the Adviser or a TCW Affiliate, and (z) any amendment of any such document (to the extent such amendment is approved in accordance with the terms of the relevant agreement and is consistent with the terms of this Agreement) and any other agreement, document or other instrument contemplated thereby or related thereto (to the extent that such other agreement, document or other instrument is consistent with the terms of the relevant agreement or this Agreement). Such authorization shall not be deemed a restriction on the power of the Board to cause the Company to enter into other documents.

3.4.4 Certain Related Transactions.

Subject to applicable law, the Company or any Portfolio Company may, as necessary or appropriate, employ or retain the Adviser or any TCW Affiliate (and any other Person to which any of the foregoing are related or in which any of the foregoing are interested) who is in the business of providing such services to provide services (including, without limitation, consulting, valuation, appraisal and brokerage services), and any such Person may receive from the Company and Portfolio Companies compensation in addition to that expressly provided for in this Agreement. As provided in 3.4.2, 5.2.1 and 13.1.3, the Company has been authorized to enter into the Advisory Agreement with the Adviser and the Administration Agreement with the Administrator. Any other agreement that the Company enters into with the Adviser or any TCW Affiliate shall meet the following requirements: (i) the compensation and other terms and conditions under which services are to be rendered or the transaction is to be entered into are embodied in a written contract that precisely describes such services or transaction and the compensation therefor, (ii) such contract is terminable at will by the Company, without penalty, upon not more than 60 days’ prior written notice, (iii) the terms and conditions of such contract are at least as favorable to the Company as those generally available from unaffiliated third parties in arm’s-length transactions, and (iv) the transaction is entered into principally for the benefit of the Company. The Company shall notify Members of any such agreement with the Adviser or any TCW Affiliate in the Company reports issued for the quarter in which such agreement is entered into.

3.5 Activities of Members.

Notwithstanding any duty otherwise existing at law or in equity, but subject to the provisions of this Agreement, any Member and its respective direct and indirect partners, members, stockholders, officers, directors, managers, trustees, employees, agents and Affiliates may invest, participate, or engage in (for their own accounts or for the accounts of others), or may possess an interest in, other financial ventures and investment and professional activities of every kind, nature and description, independently or with others, whether now existing or hereafter acquired or initiated, including but not limited to: management of other investment vehicles; investment in, financing, acquisition or disposition of securities; investment and management counseling; providing brokerage and investment banking services; or serving

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as officers, directors, managers, consultants, advisers or agents of other companies, partners of any partnership, members of any limited liability company or trustees of any trust (and may receive fees, commissions, remuneration or reimbursement of expenses in connection with these activities), whether or not such activities may conflict with any interest of the Company or any of the Members. The fact that a Member may encounter opportunities to purchase, otherwise acquire, lease, sell or otherwise dispose of investment assets, other assets or other business ventures and may take advantage of such opportunities itself or introduce such opportunities to entities in which it has or does not have any interest shall not subject such Member to liability to the Company or to any of the other Members on account of the lost opportunity. Nothing in this Agreement shall be deemed to prohibit any Member or any Affiliate of any Member from dealing with, or otherwise engaging in business with, any other Member or any Person transacting business with the Company or any Portfolio Company. Neither the Company nor any Member shall have any rights, solely by virtue of this Agreement, in or to any activities permitted by this 3.5 or to any fees, income, profits or goodwill derived from such activities.

3.6 Parallel Funds.

In order to facilitate investments by certain investors and/or to accommodate investors with differing tax, regulatory, or legal needs and/or objectives, the Company in its sole discretion may form one or more parallel investment vehicles (each, a “Parallel Fund”) to invest alongside the Company in some or all Portfolio Investments as part of the Company’s investment program to the extent permitted by applicable law and/or in accordance with any relief granted by the SEC; provided, however, that the Company receives tax advice that the formation of a Parallel Fund will not have any adverse tax consequences to the Company. To the extent permitted by applicable law and/or in accordance with any relief granted by the SEC, (i) any co-investment by a Parallel Fund with the Company in a Portfolio Investment shall be made at the same time and on substantially the same investment terms as the Company and (ii) the Company and each Parallel Fund will dispose of its investments in a Portfolio Investment at the same time and on substantially the same terms, in each case subject to any specific legal, regulatory, tax, or other similar factors applicable to the Company or any such Parallel Fund. A Parallel Fund shall not include an Intermediate Entity, a Successor Fund or any SMA.

3.7 Meetings of Members.

Commencing with the calendar year that begins after the Final Closing Date, the Company will hold an annual meeting for the purposes of electing Directors and offering the Members the opportunity to review and discuss the Company’s investment activity and portfolio, and for such other business as may lawfully come before the Members. Annual meetings shall be held on such date and at such time as may be designated from time to time by the Board and stated in the notice of the meeting. Special meetings of the Members for any proper purpose or purposes may be called at any time by the Board. With respect to an annual or special meeting of Members, nominations of Persons for election to the Board and the proposal of business to be considered by Members may be made only pursuant to the notice of the meeting, as determined by the Board.

A quorum of the Members at an annual meeting or a special meeting shall consist of Members holding one-third of the outstanding Units entitled to vote on the matter in question.

3.8 Member Voting and Consents.

Whenever action is required by this Agreement to be taken by a specified percentage in interest of the Members (or any class or group of Members), such action shall be deemed to be valid if taken upon the written vote or written consent of those Members (or those Members included in such class or group) whose Units represent the specified percentage of the aggregate outstanding Units of all Members (or all Members included in such class or group) at the time.

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Each Member shall be entitled to one vote for each Unit held on all matters submitted to a vote of the Members. Any Units held by the Adviser shall be voted by or on behalf of the Adviser in the same proportion as the Units not held by the Adviser are voted. Except as expressly provided herein, no class of, or enumerated category of, Members shall be entitled to vote or consent separately as a class with respect to any matter. For these purposes, a “majority in interest” shall mean a percentage in interest in excess of 50%, and a “Supermajority in Interest” shall mean a percentage in interest in excess of 66 2/3%.

With respect to any feeder fund, the feeder fund will be permitted to vote its Units in proportion to the voting instructions received from the feeder fund investors. Each feeder fund investor has the right to vote an amount equal to the number of Units to which its interest in the feeder fund corresponds. To the extent a feeder does not receive specific voting instructions from any feeder fund investor on the vote in question, then the feeder fund will vote the corresponding pro rata share of Units of those feeder fund investors in the same manner and proportion as the Units of those feeder fund investors for which it has received specific instructions for the vote in question.

ARTICLE 4

INVESTMENTS AND ACTIVITIES

4.1 Investment Objectives.

The primary objective of the Company is to generate attractive risk-adjusted returns for its Members. The Company will be primarily focused on investing in senior secured debt obligations. The Company expects to focus on portfolio companies in a variety of industries. The Company will consider financings for many different purposes, including corporate acquisitions, growth opportunities, liquidity needs, rescue situations, recapitalizations, debtor-in-possession loans, bridge loans and Chapter 11 exits. The issuers in which the Company intends to invest will typically be highly leveraged, and, in most cases, these investments will not be rated by any rating agency. Any investment (other than a Temporary Investment) intended to satisfy the Company’s investment objective is referred to herein as a “Portfolio Investment.”

4.2 Investment Limitations.

4.2.1 Investments in Portfolio Companies.

From and after the Final Closing Date, the Company will not invest more than 10% of the aggregate Commitments of all Members in any single Portfolio Company (including in such limitation (a) investments in any direct or indirect subsidiary of such Portfolio Company and (b) the amount of any outstanding obligations of such Portfolio Company (or direct or indirect subsidiary of such Portfolio Company) that have been guaranteed by the Company) measured at the time of the investment. A wholly owned subsidiary of the Company will not be treated as a Portfolio Company and therefore will not be subject to this limitation.

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4.2.2 Additional Investment Limitations.

The Company shall at all times comply with the following investment limitations:

(a) The Company shall use reasonable best efforts to make or structure each investment in a jurisdiction outside the United States in a manner such that no Member (i) would have any personal liability with respect to such investment beyond such Member’s obligations to make contributions or payments to the Company as provided in this Agreement, or (ii) would be required with respect to such investment to file income tax returns in that jurisdiction reporting income (other than any Member who must file such returns without regard to the activities of the Company or who is required to file such returns for the purpose of reducing, eliminating or recovering any taxes withheld on behalf of such Member).

(b) The Company will not invest in the aggregate more than 30% of its aggregate Commitments in (a) any blind pool investment fund or similar vehicle established and managed by a party unrelated to the Adviser and (b) investments outside of the United States and Canada. Notwithstanding the foregoing, the Company will not invest in any blind pool investment fund or similar vehicle if the Company would be required to pay a management fee or incentive fee or allocation on such investment.

(c) The Company will not at any time invest more than 25% of its Total Assets in U.S. Real Estate Assets. For purposes of this section, “U.S. Real Estate Assets” means (i) any direct investment in real property (including land, any unsevered natural products or resources thereon, any improvements, and any personal property associated with the use of the real property) located in the United States or the U.S. Virgin Islands and (ii) any equity ownership interests in a corporation that is or has been a U.S. real property holding company (“USRPHC”) as defined in section 897(c)(2) of the Code at any time during the preceding 5 years or whose total investments in real property located in the United States exceeds 25% of its Total Assets, but does not include any interest solely as a creditor including any mortgage or other loan secured by real property or the stock of a USRPHC. For purposes of this section, the Company will take into account its proportionate share of the assets of any entity classified as a partnership for U.S. tax purposes or of any corporation in which it holds more than 50% of the fair market value of all classes of stock.

(d) The Company will not invest in (i) residual interests in entities treated as real estate mortgage investment conduits (“REMICs”) or (ii) real estate investment trusts that (A) are treated as taxable mortgage pools or (B) hold residual interests in REMICs or subsidiaries that are taxable mortgage pools, in each case as determined for U.S. federal income tax purposes.

4.2.3 Conflicts of Interest.

Subject to applicable law and/or in accordance with any relief granted by the SEC, the Company may invest in Portfolio Companies where an Existing Fund or other Affiliates of the Adviser simultaneously hold or are acquiring equity or debt securities or where an Affiliate of the foregoing may be an investor in the Company. Each such ownership and other relationships may create conflicts of interest for the Company. In such instances, each of the Company and such Affiliates will be free, in their discretion, to make recommendations and decisions with respect to the origination or disposition of such investments, independent of the recommendations and decisions made by the others unless required otherwise by any relief granted by the SEC. All such transactions will be made for the Company in a manner that the Board deems to be appropriate given the investment objective, liquidity, diversification and other limitations of the Company and in accordance with applicable law and/or any relief granted by the SEC. Any Portfolio Investment in an issuer that is an Affiliate of a Member shall be made, managed and disposed of in a manner consistent with similarly situated investments made by the Company in entities that are not Affiliates of a Member and in accordance with applicable law and/or any relief granted by the SEC.

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4.3 Borrowing.

4.3.1 General.

The Company shall have the power to enter into, make and perform all such contracts and other undertakings, and engage in all such activities and transactions as the Board may deem necessary or advisable for or incidental to the carrying out of the Company’s purpose and objectives (and all determinations, decisions and actions made or taken by the Board shall be conclusive and absolutely binding upon the Company, the Members and their respective successors, assigns and personal representatives), including: to incur indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), to incur other obligations (including in connection with derivative financial instruments), to arrange and make guarantees to support any such indebtedness or other obligations and incur reimbursement obligations in respect of any such guarantees, to pledge or assign or otherwise make available credit support for any such indebtedness, guarantees or other obligations and to take all other actions as the Company deems necessary or appropriate in connection with incurring indebtedness, other obligations or guarantees. The Company is hereby authorized, at its option and without consent of any Member, to hypothecate, mortgage, assign, transfer, make a collateral assignment or pledge or grant a comparable security interest to a lender or other holders of indebtedness, other obligations, or guarantees of the Company (a) any or all assets of the Company, including Portfolio Investments and deposit or similar accounts into which capital contributions are deposited (the assets described in this clause (a) referred to herein as “Assets”) and/or (b) some or all of the Undrawn Commitment of some or all of the Members, including the Company’s right to call for and receive contributions of Undrawn Commitments under 6.1 and all rights and remedies related thereto (including those under 6.2) and the obligations of some or all of the Members under their respective Subscription Agreements and this Agreement (the rights described in this clause (b) referred to herein as “Assigned Rights”, and together with Assets, referred to herein as “Credit Support”).

In furtherance thereof, the Company may, in each case subject to such other conditions as the Company may reasonably determine, (a) authorize any lender or holders of such indebtedness, guarantees or other obligations, including any agent or trustee acting on their behalf, as agent and on behalf of the Company, or in such other capacity as the Company may specify to act as agent of and on behalf of the Company (i) to exercise Assigned Rights, (ii) to issue draw downs and to require all or any portion of such Undrawn Commitment to be contributed to the Company for purposes of paying related proceeds to a holder of such indebtedness, guarantees or other obligations to the Company; provided that no Member shall at any time be required to fund capital contributions directly to any party other than the Company, (iii) to exercise any remedy of the Company under this Agreement in respect of any Asset or Assigned Rights or in respect of any draw down, called contributions or Undrawn Commitment, and (iv) to enforce the Members’ obligations under their respective Subscription Agreements and this Agreement, and (b) take any other action the Company reasonably determines to be necessary for the purpose of providing such Credit Support (collectively, clauses (a) and (b), the “Lender Powers”); provided that any exercise of such Lender Powers shall be made in accordance with this Agreement. In addition, the Company is hereby authorized to provide to or receive from any lender or holders of such indebtedness, guarantees or other obligations, including any agent or trustee acting on their behalf, financial information related to such Member.

Notwithstanding anything to the contrary in this Agreement, for so long as the Company operates as a BDC, the Company shall not incur indebtedness (including, for this purpose, issuance of the Preferred Units) in violation of the leverage requirements applicable to a BDC, including but not limited to Sections 18 and 61 of the 1940 Act and any interpretation thereof that is currently or may become applicable to the Company.

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4.3.2 Member Acknowledgements.

To facilitate the Company’s ability to incur indebtedness, guarantees and other obligations and to incur pledges or assigns or otherwise make available as Credit Support for such indebtedness, guarantees and other obligations, each Member hereby agrees to and acknowledges the representations and acknowledgements set forth in Appendix II.

4.3.3 Beneficiary Rights.

Notwithstanding anything herein to the contrary, any agent or lender granted a lien with respect to the Assigned Rights and the right to exercise any Lender Power shall be an intended beneficiary of this Agreement and shall be entitled to enforce the provisions of this 4.3 and Appendix II.

4.4 Preferred Units.

Without the consent of any Member, the Board may cause the Company to issue one class of Preferred Units, which Preferred Units may have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a BDC, in a manner that complies with the requirements for the Company to comply with legal requirements applicable to a BDC, subject to any changes in applicable law that may alter the Company’s ability to incur indebtedness after the date of this Agreement. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption for such series.

4.5 Retention and Reinvestment of Proceeds.

4.5.1 Limited Retention and Reinvestment.

Subject to the requirements of Section 852(a) of Subchapter M of the Code (for so long as such provisions are relevant) and the terms of any indebtedness or Preferred Units, during the Commitment Period, the Company may retain, in whole or in part, any Proceeds received by the Company attributable to Portfolio Investments and may use the amounts so retained to make new Portfolio Investments (up to the cost of Portfolio Investments attributable to such Proceeds), pay Company Expenses, repay Company borrowings, guarantees or other obligations, or fund reasonable reserves for future Portfolio Investments or future Company Expenses or other obligations (including, without limitation, obligations to make the indemnification advances and payments which may be required by 11.2); provided, however, that, after the expiration of the Commitment Period, no part of such retained amounts shall be used to make any Portfolio Investment except to the extent that the Company would be permitted pursuant to 6.1.4 to draw down amounts to fund such Portfolio Investment. The Company may not retain Proceeds for the purpose of making a Portfolio Investment to the extent such retention would cause the Undrawn Commitment of the Common Units to be reduced below zero. Notwithstanding the foregoing, once the Undrawn Commitment of the Common Units is reduced to zero, the Company may continue to retain Proceeds that represent net investment income for the purpose of paying its operating costs (including expenses, the Management Fee, the Incentive Fee, payments to the Administrator and any indemnification obligations), debt service or other obligations of any borrowings, guarantees or other obligations the Company has made. Any retained Proceeds that represent net investment income will be treated as a deemed distribution by the Company to the Common Unitholders and a deemed re-contribution by the Common Unitholders to the Company, and the aggregate Undrawn Commitment of all Unitholders will be reduced by such amount.

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4.5.2 Required Distributions of Amounts Not Retained.

Subject to 4.5.1, the Company will distribute to the Common Unitholders net proceeds attributable to the repayment or disposition of Portfolio Investments, together with any interest, dividends, other net cash flow in respect of Portfolio Investments (or potential Portfolio Investments) or Temporary Investments (collectively, “Proceeds”) in the manner and at the times set forth below.

Subject to the requirements of Section 852(a) of Subchapter M of the Code, and the terms of any indebtedness or Preferred Units, following expiration of the Closing Period, distributions of Proceeds will be made to the Common Unitholders pro rata based on the number of Common Units held by each Common Unitholder. No distributions will be made during the Closing Period, except for distributions of amounts attributable to Later-Closing Investors as described in 3.3.2.

Other than during the Closing Period, the Company shall distribute, promptly after receipt thereof, all Proceeds except to the extent such Proceeds are permitted to be retained as described in 4.5.1. Notwithstanding anything herein to the contrary, the Adviser will endeavor to cause the Company to effect distributions of Proceeds as necessary to comply with the requirements of Section 852(a) of Subchapter M of the Code.

Payment of distributions will be subject to applicable withholding taxes, if any. The Company (or its withholding agent) shall be entitled to deduct and withhold from any amount otherwise distributable to a Common Unitholder pursuant to this Agreement such amounts as may be required to be so deducted and withheld under any applicable law. Any amounts so withheld shall be treated for all purposes of this Agreement as having been distributed to the Common Unitholder.

4.5.3 Recallable Amounts.

Subject to the limitations set forth in 6.1.4, a Common Unitholder may be required to re-contribute amounts previously distributed to it with respect to its Common Units. The amount that a Common Unitholder may be required to re-contribute pursuant to this 4.5.3 (the “Recallable Amount” of such Common Unitholder) shall be equal to (a) such Common Unitholder’s share of all Portfolio Investments that are repaid to the Company or otherwise recouped by the Company and distributed to such Common Unitholder, in whole or in part, during or after the Commitment Period, reduced by (b) all re-contributions made by such Common Unitholder pursuant to this 4.5.3.

ARTICLE 5

FEES AND EXPENSES; ADVISORY AGREEMENT

5.1 Company Expenses

(a) Subject to 5.1(b), the Company shall bear and be responsible for all costs, expenses and liabilities in connection with the organization, operations, administration and transactions of the Company (“Company Expenses”). Company Expenses shall include, without limitation: (a) Organizational Expenses and any other expenses associated with the issuance of the Units and issuance of interests in a Related Entity organized and managed by TCW as a feeder fund for the Company; (b) expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective

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investments and the corresponding Portfolio Companies; (e) costs associated with the Company’s reporting and compliance obligations under the 1940 Act, the 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under the Administration Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes and other governmental charges assessed against the Company; (n) Independent Directors’ fees and expenses and the costs associated with convening a meeting of the Board or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units; (p) costs of any reports, proxy statements or other notices to Unitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of the Company’s financial statements and tax returns; (r) the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying this Agreement or Advisory Agreement or related documents of the Company or Related Entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or Related Entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business.

(b) Notwithstanding anything to the contrary in this Agreement, the Company will not bear more than (a) an amount equal to 10 basis points of the aggregate Commitments to the Company for Organizational Expenses and offering expenses in connection with the offering of Units through the Closing Period and (b) 12.5 basis points of the greater of total commitments or Total Assets computed annually for Company Expenses (“Company Expenses Limitation”); provided, that, any amount by which actual annual expenses in (b) exceed the Company Expenses Limitation shall be reimbursed to the Company by Adviser in the year such excess is incurred with any partial year assessed and reimbursed

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on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the Company Expenses Limitation in (b), the following expenses shall be excluded and shall be borne by the Company as incurred without regard to the Company Expenses Limitation in (b): the Management Fee, the Incentive Fee, organizational and offering expenses (which are subject to the separate cap), amounts incurred in connection with the Company’s borrowings (including collateral agent (security trustee) fees, interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against the Company, out-of-pocket expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of Portfolio Investments performed by the Company’s independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to the Company, out-of-pocket costs and expenses relating to any reorganization or liquidation of the Company, directors and officers/errors and omissions liability insurance, and any extraordinary expenses (such as litigation expenses and indemnification payments). Notwithstanding the foregoing, amounts reimbursed pursuant to the Company Expenses Limitation in any year may be carried forward by the Adviser and recouped in future years where the Company Expenses Limitation is not exceeded but in no event will the Company carry forward to future periods the amount by which actual annual Company Expenses for a year exceed the Company Expenses Limitation for more than three years from the date on which such expenses were reimbursed.

In addition to the foregoing, the Adviser shall bear Adviser Operating Expenses.

5.2 Advisory Agreement; Management Fee and Incentive Fee.

5.2.1 Advisory Agreement.

The Company shall enter into an advisory agreement (the “Advisory Agreement”) with the Adviser for assistance in providing management services to the Company, in the form attached hereto as Exhibit 1. The Advisory Agreement will automatically terminate in the event of an “assignment” (within the meaning of the 1940 Act) by the Adviser. The Advisory Agreement may be terminated by the Board or by the approval of a majority in interest of the Common Unitholders or, if less, such lower percentage as required by the 1940 Act, without penalty, upon not less than 60 days’ prior written notice to the Adviser. The Members acknowledge and agree that, so long as the Advisory Agreement (or a successor agreement) is in effect, the Company shall delegate the authority to make investment, disposition and similar decisions, including the authority to approve all Portfolio Investments and/or all dispositions thereof, to the Adviser. The Company shall promptly notify the Members of any material amendment to the Advisory Agreement. In addition, the Adviser has delivered on the Initial Closing Date to the Company (for the benefit of the Company and the Members) the adviser representation letter in the form attached hereto as Exhibit 2.

5.2.2 Management Fee.

In consideration of the services to be provided by the Adviser to the Company pursuant to the Advisory Agreement, the Company shall pay to the Adviser an amount equal to the management fee (the “Management Fee”), calculated in accordance with Section 5 of the Advisory Agreement. Such amount shall be paid to the Adviser in accordance with Section 5 of the Advisory Agreement.

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5.2.3 Incentive Fee.

Subject to the terms of the Advisory Agreement, the Company shall pay the Adviser the Incentive Fee. The Incentive Fee will be calculated on a cumulative basis and the amount of the Incentive Fee payable in connection with any distribution (or deemed distribution) will be determined in accordance with the formula in accordance with Section 6 of the Advisory Agreement each time amounts are to be distributed to the Common Unitholders, it being understood, for the avoidance of doubt, that such amount will be calculated based on the gross distributions to which a Member is entitled notwithstanding (i) any amounts of U.S. federal income tax required to be withheld from such distributions and (ii) any obligation of such Member to return certain distributions in respect of the Company’s liability, if any, for underwithholding of U.S. federal income tax, pursuant to 11.4.

5.2.4 Transaction; Advisory Fees

Any (i) transaction, advisory, consulting, management, monitoring, directors’ or similar fees, (ii) closing, investment banking, finders’, transaction or similar fees, (iii) commitment, breakup or topping fees or litigation proceeds and (iv) other fee or payment of services performed or to be performed with respect to an investment or proposed investment received from or with respect to Portfolio Companies or prospective Portfolio Companies in connection with the Company’s activities will be the property of the Company. Notwithstanding the foregoing, for administrative or other reasons, certain fees described in clauses (i) through (iv) above (including any fees for administrative agent services provided by the Adviser or a TCW Affiliate with respect to a particular loan or portfolio of loans made by the Company) may be paid to the Adviser or the TCW Affiliate (rather than directly to the Company), in which case the amount of such fees (net of any related expenses associated with the generation of such fees borne by the Adviser or such TCW Affiliate that have not been and will not be reimbursed by the Company) shall be paid to the Company or shall offset amounts (including the Management Fee) otherwise payable by the Company to the Adviser; provided that any such amount not paid to the Company or used to offset amounts otherwise payable by the Company to the Adviser shall be distributed to the Unitholders upon the final liquidation of the assets of the Company.

ARTICLE 6

CAPITAL OF THE COMPANY

6.1 Obligation to Contribute.

6.1.1 General.

The Company will offer Common Units with each Unit representing a Commitment of $100. Each Common Unit will be issued for a purchase price of $0.01 per Common Unit (the “Original Issuance Price”) and will obligate the Common Unitholder to make additional future capital contributions of $99.99 per Common Unit. The undrawn commitment per Unit will equal $100 reduced by the Aggregate Contributions made (or deemed made) with respect to such Unit (the “Undrawn Commitment”); provided that, as provided in 3.3.2, (a) the Undrawn Commitment of a Common Unit will not be reduced for any NAV Balancing Contributions or Late-Closer Contributions made by a Common Unitholder, (b) the Undrawn Commitment will be increased for certain distributions attributable to True-Up Contributions, and (c) the Undrawn Commitment will be increased for any Recallable Amount as provided in 4.5.3.

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6.1.2 Original Issuance Price.

Upon the Company accepting a Common Unitholder’s Commitment, such Common Unitholder will automatically be obligated to pay an amount equal to the Original Issuance Price of the Common Units corresponding to that Commitment. The Company will require payment of the Original Issuance Price as part of the initial drawdown pursuant to 6.1.3 with respect to those Units.

6.1.3 Drawdowns of Undrawn Commitment; Deficiency Drawdowns.

(a) The Company may draw down capital contributions from time to time from each Member up to such Member’s Undrawn Commitment with respect to its Common Units and may require each Member to make any other payment required under this Agreement. Each Member agrees to contribute or pay to the Company the called amount by the date specified in the capital call notice, provided that the due date shall not be less than ten Business Days following the date the drawdown notice is dispatched (except that the due date for the initial drawdown with respect to newly issued Units shall not be less than five Business Days following the date the drawdown notice is dispatched).

(b) Calls for capital contributions, or a rescission or postponement of such a call with respect to Common Units, will be sent to each Common Unitholder by mail, electronic facsimile, electronic mail or other method of communication deemed reasonable by the Company. A call for capital contributions may be rescinded or postponed by the Company by prompt written notice but no later than the due date specified therein. In the case of a postponement to a specified future date, such notice shall restate the information contained in the original notice, indicating any material changes.

(c) All capital contributions or other payments shall be made to the Company by wire transfer or other transfer of federal or other immediately available U.S. funds on or before the relevant due date to the account designated for such purpose. Each Common Unitholder shall be obligated to make payment in full of each required capital contribution per Common Unit, together with any interest or other amounts due thereon, on the date due, and no Common Unitholder shall make (nor shall the Company be obligated to accept) less than the full amount of any such required capital contribution.

(d) Each capital call will be issued in the amount per Common Unit specified by the Company, and such amount will be applicable to all Common Units outstanding as of the date such capital call is due to be contributed to the Company; provided that in connection with the issuance of any new Common Units following the Initial Closing Date, the amount to be contributed as payment for such newly issued Common Units will be determined in accordance with 3.3.1. Notwithstanding the foregoing, if any Common Unitholder has failed to make a capital contribution with respect to its applicable Common Units when due, the Company in its discretion may call for a deficiency drawdown of contributions from the other Common Unitholders to replace the unpaid contribution upon seven Business Days’ prior written notice, and any amounts paid by such other Common Unitholders pursuant to a deficiency drawdown will reduce the remaining Undrawn Commitments of such Common Unitholders. For purposes of 6.2, the amount of a Common Unitholder’s contribution that is not paid when due shall be deemed to include such Common Unitholder’s ratable share, determined on a grossed-up basis, of any deficiency drawdown with respect to such Common Unitholder’s unpaid contribution.

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6.1.4 Commitment Period.

Prior to the termination of the Commitment Period, additional capital contributions may be drawn down pursuant to 6.1.3 for any purpose contemplated under this Agreement, including for the purpose of funding new Portfolio Investments. After the expiration of the Commitment Period, the Company will not call for or accept, and the Members shall not be obligated to make, any capital contributions to fund new Portfolio Investments other than:

(a) Portfolio Investments that are significantly in process prior to the expiration of the Commitment Period and as to which the Company and the prospective Portfolio Company have commenced, in good faith, negotiating the terms of the investment and which the Company reasonably expects to be consummated prior to the date that is 90 days after the date of the expiration of the Commitment Period; or

(b) Follow-on investments in existing Portfolio Companies up to an aggregate amount not to exceed an amount equal to 10% of the aggregate cumulative invested amounts.

For the avoidance of doubt, the following shall not be treated as new Portfolio Investments: (i) funding amounts to Portfolio Companies pursuant to credit facilities in place prior to the termination of the Commitment Period, and (ii) funding amounts to be used to exercise or convert options, warrants or other convertible securities held by the Company.

The Company at any time (i.e., regardless of whether the Commitment Period has expired) may call for capital contributions (and the Members shall be obligated to fund such contributions) pursuant to (and subject to the limitations of) 6.1.3 for purposes of paying Company Expenses, repaying indebtedness, making payments with respect to guarantees and other liabilities and obligations of the Company, and establishing reserves therefor, and any other purpose permissible under this Agreement. Nothing in this 6.1.4 shall require any Common Unitholder to make capital contributions or payments to the Company other than as provided in this Agreement.

6.1.5 No Interest.

No interest shall accrue on any Member’s contribution.

6.1.6 Fund Size

The aggregate Commitments of Common Unitholders together with the commitments, if any, of Preferred Unitholders to the Company shall not exceed $3 billion.

6.2 Failure to Make Required Payment.

6.2.1 Interest.

Except as otherwise provided in this Agreement, upon any failure by a Member to pay a capital contribution in full when due, interest will accrue at the Default Rate on the outstanding unpaid balance of such capital contribution, from and including the date such capital contribution was due until the earlier of the date of payment of such capital contribution by such Member (or a transferee) or the date on which such Unit is transferred. The “Default Rate” with respect to any period shall be the lesser of (a) a variable rate equal to the Prime Rate in effect, from time to time, during such period plus 6% or (b) the highest interest rate for such period permitted by applicable law. The Company, in its discretion, may waive the requirement to pay interest, in whole or in part.

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6.2.2 Default.

Except as otherwise provided in this Agreement, if any Common Unitholder fails to make a capital contribution when due, and has also failed to make such payment on or before the date that is seven Business Days after the Company has given written notice to such Common Unitholder of such Common Unitholder’s failure to make such payment, then such Common Unitholder (a “Defaulting Member”) shall be in default. If a Common Unitholder becomes a Defaulting Member, the Company may, in its discretion, and subject to applicable law, pursue one or more of the following alternatives:

(a) Cause the Defaulting Member to forfeit, at each drawdown date, such number of its Common Units as is necessary to prevent any increase in such Defaulting Member’s Common Units’ aggregate net asset value as a result of the contribution of capital by other Members with respect to their Common Units, which forfeited Common Units may be cancelled on the Company’s books and records or may be transferred to the non-defaulting Common Unitholders, in each case without any action by the Defaulting Member;

(b) Impose a Default Charge upon the Defaulting Member pursuant to 6.2.3;

(c) Offer all of the Defaulting Member’s Common Units to the other Common Unitholders or third parties for purchase at a price equal to the lesser of the then net asset value of such Common Units or the highest price reasonably obtainable by the Company, subject to such other terms as the Company in its discretion shall determine, which offer(s) and sale(s) shall be binding upon the Defaulting Member if the purchasing Common Unitholders or third parties agree to assume the related Commitment with respect to such Common Units of the Defaulting Member, including any portion then due and unpaid, and the Company pursuant to its authority under 13.8.1 may execute on behalf of the Defaulting Member any documents necessary to effect the Transfer of the Defaulting Member’s Common Units pursuant to this 6.2.2(c);

(d) Assist the Defaulting Member in selling its Common Units (subject to applicable law), with the full assumption by the buyer of the Defaulting Member’s Commitments thereto, including any portion then due and unpaid;

(e) Accept a late contribution from the Defaulting Member, with interest (if any), in satisfaction of its then- outstanding obligation to contribute hereunder;

(f) Pursue and enforce all of the Company’s other rights and remedies against the Defaulting Member under this Agreement or the relevant Subscription Agreement and applicable law and/or at equity, including but not limited to the commencement of a lawsuit to collect the unpaid capital contribution, interest, costs, and reimbursement (with interest at the Default Rate) for any other damages suffered by the Company;

(g) Issue an additional capital call to non-defaulting Common Unitholders for the defaulted contribution, provided that no Common Unitholder shall be obligated to fund an amount in excess of the Undrawn Commitment of the Common Units held by such Common Unitholder; and/or

(h) Pursue any other remedy at law or in equity available to the Company with respect to the Defaulting Member.

If a Defaulting Member’s Units are sold pursuant to (c) or (d) above, or if the Company exercises its discretion to accept a late contribution pursuant to (e) above, the Company shall not impose a Default Charge pursuant to 6.2.3 below. Otherwise, to the maximum extent permitted by law, the remedies set

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forth above shall be cumulative, and the use by the Company of one or more of them against a Defaulting Member shall not preclude the use of any other such remedy. The Company may pursue and enforce all rights and remedies it may have against a Defaulting Member. Notwithstanding anything to the contrary in this Agreement, the Company will hold the Defaulting Member responsible for all fees and expenses, including without limitation, attorneys’ fees or sales commissions, incurred as a result of the default.

6.2.3 Default Charge.

The Members agree that the damages suffered by the Company as the result of a default by a Defaulting Member will be substantial and that such damages cannot be estimated with reasonable accuracy. To the maximum extent permitted by law, as a specified penalty or consequence of such default, as permitted by Section 18-502(c) of the Delaware Act and subject to 6.2.2, the Company may cause a Defaulting Member to forfeit up to an additional amount of Common Units equal to 50% of the Common Units such Defaulting Member subscribed for, respectively (the “Default Charge”) after application of 6.2.2(a), which forfeited Common Units may be cancelled on the Company’s books and records or may be transferred to the non-defaulting Members, in each case without any action by the Defaulting Member.

6.2.4 Distributions to Defaulting Members.

Subject to any Default Charge imposed pursuant to 6.2.3, the Company may withhold any distributions that otherwise would be made to a Defaulting Member until such time as the Company makes its final liquidating distribution or until such earlier time as the Company may determine. Any distributions so withheld, or the proceeds thereof, shall be placed in a separate escrow account and may only be used by the Company to offset obligations of such Defaulting Member. Upon the final liquidating distribution or such earlier time as the Company determines, if there are funds remaining in the escrow account after paying or reserving for all possible current and future obligations of such Defaulting Member, such funds shall be distributed to such Defaulting Member. If the Company has withheld in-kind distributions from a Member pursuant to this 6.2.4 and subsequently determines to pay the withheld distributions to such Member, it may elect to (1) pay cash to such Member in lieu of any distributions which were made to non-defaulting Members in kind and withheld from such Member, but the Company shall not, in such event, be liable to such Member for any subsequent increase in the value of any securities that would have been distributed to such Member had such Member not defaulted, or (2) deliver to such Member the securities or other assets (or substantially identical securities or assets) such Member would have received had the distribution to such Member not been withheld, but the Company shall not, in such event, be liable for any diminution in the value of such securities or other assets subsequent to the date such securities would have been distributed. Any losses incurred by the Company upon the disposition of the securities or other assets that would otherwise have been distributed to the Defaulting Member in kind shall be for the account of the Defaulting Member.

6.2.5 Effect of Default on Remaining Interest in Company.

(a) The Company, in its sole discretion, may determine that no additional capital contribution shall be accepted from a Defaulting Member, in which case the Company shall so notify the Defaulting Member and, following the date that such notice is given to the Defaulting Member, the Company shall not call for additional capital contributions from such Defaulting Member.

(b) If the Company has given the notice described in the preceding clause (a) and such Defaulting Member’s Aggregate Contribution with respect to its Units has been reduced to zero (by application of the Default Charge or otherwise), then the Defaulting Member’s Units shall be forfeited without compensation and the Defaulting Member shall no longer be a Member of the Company, and the Company shall have no further obligation to the Defaulting Member provided that the Defaulting Member shall remain liable for its obligation to return distributions pursuant to 11.4.

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(c) If a portion or all of the Common Units of a Defaulting Member are forfeited, then for purposes of 5.2.2 and the Advisory Agreement, the Defaulting Member’s Commitment shall be correspondingly reduced; provided, however, that for purposes of determining the Management Fee payable by the Company, such adjustment to the Defaulting Member’s original Commitment shall take effect only as of the end of the fiscal year in which such unpaid Commitment is reduced to zero or its Common Units are extinguished. For purposes of 4.3, the Defaulting Member shall be deemed to have an aggregate Commitment equal to its Commitment prior to the default. For purposes of any other provision of this Agreement for which the Defaulting Member’s Commitment with respect to each of its Units is relevant, the Company shall determine the amount of such Commitment, in its reasonable discretion, so as to carry out the purposes of such provision.

6.3 Key Person Event.

If, during the Commitment Period, (i) Mr. Miller and one or more of Ms. Grosso, Mr. Gertzof and Mr. Wang (each of such four Persons, a “Key Person” and collectively, the “Key Persons”) fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities; or (ii) Ms. Grosso, Mr. Gertzof and Mr. Wang all fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Event”), and the Adviser does not replace such individual(s) in the manner contemplated herein, then the Commitment Period shall be automatically terminated upon such Key Person Event, whereupon (A) Members will be released from their obligation to fund additional capital contributions with respect to the Common Units, except for purposes permitted after the Commitment Period as described in 6.1.4(a) and the last paragraph of 6.1.4 and (B) the Company shall not acquire new Portfolio Investments except as described in 6.1.4(a). The Commitment Period shall be re-instated, and the restrictions set forth in clauses (A) and (B) above shall be rescinded, upon the vote or written consent of a Supermajority in Interest of the Common Unitholders. If, during the Commitment Period, any Key Person shall fail to devote substantially all of his or her business time to the investment activities of the Company and the Related Entities other than as a result of a Temporary Disability (the occurrence of such event, a “Key Person Departure”), the Company shall provide written notice to Members of such Key Person Departure within 30 days of the date of such Key Person Departure. If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided herein, then notwithstanding anything herein, the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of the majority of the Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the Person replaced) no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key Person. If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.

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ARTICLE 7

DISTRIBUTIONS

7.1 Amount, Timing and Form.

7.1.1 General.

Except as otherwise provided in this Agreement (including, but not limited to, 4.5.2), the Company shall determine the amount, timing and form (whether in cash or in kind) of all distributions made by it. Prior to the Company making distributions with respect to Common Units, the Company may pay or, subject to the RIC rules while the Company elects RIC status, set aside assets for (i) the Company’s current liabilities and other current obligations including payments due under credit facilities, guarantees or similar liabilities of the Company or any Intermediate Entities, (ii) reserves for expenses, indemnities and other liabilities and obligations of the Company or any Intermediate Entities, (iii) the maintenance of adequate working capital for the continued conduct of the Company’s business, (iv) required current or anticipated distributions with respect to any Preferred Units, and (v) to the extent otherwise permitted hereunder, amounts to fund or otherwise with respect to new or existing Portfolio Investments.

Except as otherwise provided in this Agreement (including, but not limited to, 3.3.2(c), 3.3.4(c) and 6.2.4), distributions to Members will be made to the Common Unitholders pro rata based on the number of Common Units held by each.

7.1.2 Form of Distributions; Apportionment of In-Kind Distributions.

All distributions made before the commencement of the liquidation of the Company’s assets pursuant to Article 9 shall consist of cash. Distributions on or after the commencement of the liquidation of the Company’s assets pursuant to Article 9 shall consist of cash or in-kind distributions; provided that an in-kind distribution can only be made with respect to a class of Units with the approval of a majority in interest of the Members of such class of Units; provided further, that if the Company is dissolved following a request by the Company to extend the term of the Company pursuant to 8.1 that is not approved by the Members, then an in-kind distribution may be made without the approval of the Common Unitholders in the discretion of the Company in any manner that is permissible under the 1940 Act. Each lot of securities to be distributed in kind shall be distributed to the Members in proportion to their respective shares of the proposed distribution as provided in this Article 7 or Article 9, as the case may be, except to the extent that a disproportionate distribution of securities is necessary in order to avoid distributing fractional shares. For purposes of the preceding sentence, each lot of stock or other securities having a separately identifiable tax basis or holding period shall be treated as a separate lot of securities.

7.2 Certain Distributions Prohibited.

Anything in this Agreement to the contrary notwithstanding, no distribution shall be made to any Member if, and to the extent that, such distribution would not be permitted under the Delaware Act.

ARTICLE 8

DURATION OF THE COMPANY

8.1 Term of Company.

The term of the Company shall continue until the sixth anniversary of the Final Closing Date, unless such term is extended as provided in this 8.1, or unless the Company is sooner dissolved as provided in 8.2 or by operation of law. The term of the Company may be extended for two additional one-year periods by

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the Company upon written notice to the Members at least 90 days prior to the expiration of the term or the end of the first one-year period, as the case may be. Thereafter, the term of the Company may be extended by the Company for successive one-year periods, in each case with the vote or consent of a Supermajority in Interest of the Common Unitholders.

8.2 Events of Dissolution.

The Company shall be dissolved (i) upon the expiration of its term (as such term may be extended pursuant to this Agreement), (ii) upon the determination by the Board in its sole discretion to dissolve the Company because the Board has determined that there is a substantial likelihood that due to a change in the text, application or interpretation of the provisions of the U.S. federal securities laws (including the Securities Act, the 1940 Act and the Investment Advisers Act of 1940, as amended) or the provisions of ERISA (including the Plan Assets Regulation), the Code, or any other applicable statute, regulation, case law, administrative ruling or other similar authority (including changes that result in the Company being taxable as a corporation or association under U.S. federal income tax law), the Company cannot operate effectively in the manner contemplated herein, (iii) at any time there are no members of the Company, unless the business of the Company is continued in accordance with this Agreement or the Delaware Act, or (iv) upon the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Delaware Act.

ARTICLE 9

LIQUIDATION OF ASSETS ON DISSOLUTION

9.1 General.

Following dissolution, the Company’s assets shall be liquidated in an orderly manner. The Board shall be the liquidator to wind up the affairs of the Company pursuant to this Agreement. The Board as liquidator shall cause the Company to pay or provide for the satisfaction of the Company’s liabilities and obligations to creditors in accordance with the Delaware Act. In performing their duties, the Board as liquidator is authorized to sell, exchange or otherwise dispose of the assets of the Company in such reasonable manner as the Board shall determine to be in the best interests of the Members.

9.2 Liquidating Distributions; Priority.

Subject to Section 18-804 of the Delaware Act, the proceeds of liquidation shall be applied in the following order of priority:

(a) First, to pay the costs and expenses of dissolution and liquidation; to pay or provide for the satisfaction of the Company’s debts and other liabilities, including obligations to creditors in accordance with the Delaware Act; and to establish any reserves which the liquidator may deem necessary or advisable for any contingent or unmatured liability of the Company, including the payment of the Management Fee and the Incentive Fee;

(b) Second, to the satisfaction of the prior rights of any outstanding Preferred Units, if issued; and

(c) Thereafter, among the Common Unitholders equally on a per Unit basis.

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9.3 Duration of Liquidation.

A reasonable time shall be allowed for the winding up of the affairs of the Company in order to minimize any losses otherwise attendant upon such a winding up.

9.4 Liability for Returns.

9.4.1 General.

None of the liquidator, the Directors, the Officers, the Adviser and their respective partners, members, stockholders, officers, directors, managers, employees, agents and Affiliates shall be personally liable to any Member for the return of the capital contributions of any Member.

9.4.2 Adviser Return Obligation.

As set forth in the Advisory Agreement, each time the Company requires the Members to make a return of distributions pursuant to 11.4 (a “Member Recall”) and after the Company has made its final distribution of assets pursuant to 9.2, if the Adviser has received aggregate distributions of Incentive Fee in excess of the “Adviser Target Amount” (as defined in the Advisory Agreement) as of such time, then the Adviser shall be required to return to the Company in cash, in the case of a Member Recall at the same time the Members return distributions pursuant to 11.4, and otherwise on or before the 90th day after such final distribution of assets by the Company, an amount equal to such excess, but subject to the limitations set forth in the Advisory Agreement (such obligation, the “Adviser Return Obligation”). In no event shall the Adviser Return Obligation be enforceable for the benefit of any Person other than the Adviser and the holders of Units, their successors and their assigns.

9.4.3 Distribution of Returned Amounts.

To the fullest extent permitted by law, amounts paid by the Adviser pursuant to the Adviser Return Obligation shall be distributed to the Members in accordance with 9.2.

9.5 Post-Dissolution Investments and Drawdowns.

Notwithstanding anything to the contrary set forth in this Article 9, but subject to the other limitations on investments set forth in this Agreement and the Delaware Act, the liquidator may, at any time or times after dissolution, cause the Company to make additional investments in entities which were Portfolio Companies on the date of dissolution (including any successor to, or subsidiary of, a Portfolio Company), if the liquidator believes that such additional investments are in the best interests of the Members and in furtherance of the winding up of the affairs of the Company.

ARTICLE 10

LIMITATIONS ON TRANSFERS AND REDEMPTIONS OF COMPANY UNITS

10.1 Transfers of Units.

10.1.1 General.

No assignment, pledge, mortgage, hypothecate, gift, sale or other disposition or encumbrance (collectively, “Transfer”) of a Member’s Units, in whole or in part, shall be made other than pursuant to this 10.1. Any attempted Transfer of all or any part of a Member’s Units without compliance with this Agreement shall be void to the maximum extent permitted by law. Each Transfer shall be subject to all of

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the terms, conditions, restrictions and obligations set forth in this Agreement and shall be evidenced by an assignment agreement executed by the transferor, the transferee(s) and the Company, in form and substance satisfactory to the Company. No Transfer will be effectuated except by registration of the Transfer on the Company’s books.

10.1.2 Consent of Company.

The prior written consent of the Company, which will not be unreasonably withheld, shall be required for any Transfer of all or part of any Member’s Units, including a Transfer of solely an economic interest in the Company.

10.1.3 Required Representations by Parties.

The transferor and transferee(s) shall provide such additional written representations as the Company reasonably may request.

10.1.4 Other Prohibited Legal Consequences.

No Transfer shall be permitted, and the Company shall withhold its consent with respect thereto, if such Transfer or the admission of the transferee to the Company as a substituted Member, would:

(a) Result in the Company’s assets becoming “plan assets” of any ERISA Member within the meaning of the Plan Assets Regulation;

(b) Result in the violation of applicable securities law; or

(c) Result in the Company no longer being eligible to be treated as a BDC or a RIC.

In addition, in the case of a purported Transfer of an interest in the Company to or from any resident in Japan (which term as used herein means any Person resident in Japan, including any corporation or other entity organized under the laws of Japan), (A) if the transferor is a “Qualified Institutional Investor” (a “QII”) as such term is defined in the Financial Instruments and Exchange Law of Japan (the “FIEL”), such interest shall not be transferred to a Person that is not a QII; (B) if the transferor is not a QII, such interest shall not be transferred to a Person unless such transferor Transfers its entire interest in the Company to a single investor who is an eligible non-QII investor as defined in the FIEL; and (C) such interest shall not be transferred to a Person that is set forth in sub-items (a)-(c) of article 63, paragraph 1, item 1 of the FIEL.

10.1.5 Opinion of Counsel.

The Company may, but is not required to, condition its consent to any Transfer hereunder upon receipt by the Company of a written opinion of counsel for the Company, or of other counsel reasonably satisfactory to the Company, in form and substance satisfactory to the Company, as to such legal matters as the Company reasonably may request. No opinion will be required for any Transfer that is merely an assignment of Units to any successor trustee of an ERISA Member. For all purposes of this Agreement, opinions of counsel referred to herein to be delivered by a Member may be delivered by an in-house counsel of the Member (or an affiliate of the Member) whom the Member reasonably believes to have expertise in the area of law which is the subject matter of the opinion.

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10.1.6 Reimbursement of Transfer Expenses.

Any Member who requests or otherwise seeks to effect a Transfer of all or a portion of its Units hereby agrees to reimburse the Company, at its request, for any expenses reasonably incurred by the Company in connection with such Transfer, including the costs of seeking and obtaining the legal opinion required by 10.1.5 and any other legal, accounting and miscellaneous expenses (“Transfer Expenses”), whether or not such Transfer is consummated. At its election, and in any event if the transferor has not reimbursed the Company for any Transfer Expenses incurred by the Company in preparing for or consummating a proposed or completed Transfer within 30 days after the Company has delivered to such Member written demand for payment, the Company may seek reimbursement from the transferee of such Units (or portion thereof). If the transferee does not reimburse the Company for such Transfer Expenses within a reasonable time (or, in the case of a Transfer not consummated, the prospective transferor does not reimburse the Company within a reasonable time), the Company may withhold such amount from distributions that would otherwise be made with respect to such Units (with such withheld amount treated as having been distributed to the holder of such Units for all other purposes of this Agreement).

10.2 Admission of Substituted Members.

10.2.1 General.

Any transferee of a Member’s Units transferred in accordance with the provisions of this Article 10 shall be admitted as a substituted Member upon its execution (whether on its own behalf or via an attorney-in-fact) of an assignment agreement and a counterpart to this Agreement and upon obtaining the Company’s written consent. Without the written consent of the Company to such substitution, no transferee of a Member’s Units shall be admitted as a substituted Member.

10.2.2 Effect of Admission.

The transferee of Units transferred pursuant to this Article 10 that is admitted to the Company as a substituted Member shall succeed to the rights and liabilities of the transferor Member with respect to such interest and, after the effective date of such admission, the Commitment and Aggregate Contribution of the transferor with respect to the applicable class of Unit being transferred shall become the applicable Commitment and Aggregate Contribution, respectively, of the transferee, to the extent of the Unit transferred. If a transferee is not admitted to the Company as a substituted Member, (a) such transferee shall have no right to participate with the Members in any votes taken or consents granted or withheld by the Members hereunder, and (b) the transferor shall remain liable to the Company for all contributions and other amounts payable with respect to the transferred interest to the same extent as if no Transfer had occurred.

10.2.3 Non-Compliant Transfer.

If a Transfer has been proposed or attempted but the requirements of this Article 10 have not been satisfied, the Company shall not admit the purported transferee as a substituted Member but, to the contrary, shall ensure that the Company (a) continues to treat the transferor as the sole owner of the Units purportedly transferred, (b) makes no distributions to the purported transferee and (c) does not furnish to the purported transferee any tax or financial information regarding the Company. The Company shall also not otherwise treat the purported transferee as an owner of any Units (either legal or equitable), unless required by law to do so. To the maximum extent permitted by law, the Company shall be entitled to seek injunctive relief, at the expense of the purported transferor, to prevent any such purported Transfer.

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10.3 Multiple Ownership.

If any Transfer results in multiple ownership of any Member’s Units, the Company may require one or more trustees or nominees to be designated as representing a portion of or the entire interest transferred for purposes of (a) receiving all notices which may be given, and all payments which may be made, under this Agreement and (b) exercising all rights which the transferor as a Member has pursuant to the provisions of this Agreement.

10.4 Adviser’s Interest Upon Removal.

The Adviser’s removal as Adviser shall not affect any Units held by the Adviser (or any of its Affiliates) in its capacity as a Member. The former Adviser shall continue to be treated as a Member for all purposes of this Agreement, shall have all of the rights and obligations of a Member hereunder, including the right to receive allocations and distributions on the same basis as all other Members, and shall not be entitled to receive any further allocations or distributions to which the Adviser is entitled hereunder in connection with serving as an investment adviser to the Company.

ARTICLE 11

EXCULPATION AND INDEMNIFICATION

11.1 Exculpation.

11.1.1 General.

To the maximum extent permitted by law, no Covered Person shall be liable to the Company or any Member for (a) any mistake in judgment, (b) any act performed or omission made by such Covered Person, or (c) losses due to the mistake, action, inaction or negligence of other agents of the Company (x) if such Covered Person did not act in bad faith, and (y) if such conduct did not constitute willful misfeasance, gross negligence, or reckless disregard of the duties involved in the conduct of such Covered Person’s respective position. For purposes of this Article 11, “Covered Person” shall mean the Directors, the Adviser, the Administrator and each of their members, managers, officers, employees, agents, controlling Persons and any other Affiliate and any Person who otherwise serves at the request of the Board on behalf of the Company, each to the extent such Person was serving in such capacity at the time the loss or cause of action arose. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of a Covered Person to the Company or any Member otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.

11.1.2 Activities of Others.

To the maximum extent permitted by law (including, without limitation, ERISA), no Covered Person shall, in the absence of its own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s respective position, be liable to the Company or any Member for the negligence, whether by action or omission, dishonesty or bad faith of any broker or other agent of the Company.

11.1.3 Liquidator.

To the maximum extent permitted by law (including, without limitation, ERISA), no Person serving as liquidator shall be liable to the Company or any Member for any loss suffered by the Company or any Member which arises out of any action or omission of such Person, provided that such Person did not act in bad faith.

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11.1.4 Advice of Experts.

To the maximum extent permitted by law (including, without limitation, ERISA), no Covered Person and no Person serving as liquidator shall be liable to the Company or any Member with respect to any action or omission taken or suffered by any of them in good faith if such action or omission is taken or suffered in reliance upon and in accordance with the opinion or advice of legal counsel (as to matters of law), or of accountants (as to matters of accounting), or of investment bankers, accounting firms, or other appraisers (as to matters of valuation), provided that any such professional or firm is selected with reasonable care.

11.2 Indemnification.

11.2.1 General.

To the maximum extent permitted by law, the Covered Persons, each liquidator, and each partner, member, stockholder, director, officer, manager, trustee, employee, agent and Affiliate of any of the foregoing (each, an “Indemnitee”) shall be indemnified, subject to the other provisions of this Agreement, by the Company (only out of Company assets, including the proceeds of liability insurance and the right to require contributions or other payments by the Members under this Agreement) against any claim, demand, controversy, dispute, cost, loss, damage, expense (including attorneys’ fees), judgment and/or liability incurred by or imposed upon the Indemnitee in connection with any action, claim, suit, investigation or proceeding (including any proceeding before any court, arbitrator, administrative or legislative body or other agency) or any settlement thereof (subject to 11.2.3), to which the Indemnitee may be made a party or otherwise involved or with which the Indemnitee shall be threatened, arising out of (a) any mistake in judgment, (b) any action or omission done on behalf of the Company or in furtherance of the interests of the Company or the Members or otherwise arising out of or in connection with the Company, or (c) losses due to the mistake, action, inaction or negligence of other agents of the Company, except for such losses (x) arising from such Indemnitee’s own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Indemnitee’s position or losses due to a violation of an applicable law or regulation by the Indemnitee or (y) arising from the Indemnitee defending an actual or threatened claim, action, suit or proceeding against the Indemnitee brought or initiated by the Company, the Board and/or the Adviser (or brought or initiated by the Indemnitee against the Company, the Board and/or the Adviser).

11.2.2 Effect of Judgment.

Notwithstanding 11.2.1, an Indemnitee shall not be indemnified with respect to matters as to which the Indemnitee shall have been finally adjudicated in any such action, suit or proceeding to have acted in bad faith or to have acted in a manner that constituted willful misfeasance, gross negligence or reckless disregard of the duties involved in the conduct of such Indemnitee’s position.

11.2.3 Effect of Settlement.

In the event of settlement of any action, suit or proceeding brought or threatened, such indemnification shall apply to all matters covered by the settlement except for matters as to which the Company is advised by counsel (who may be counsel regularly retained to represent the Company) that the Person seeking indemnification, in the opinion of counsel: (a) acted in bad faith or (b) acted with willful misfeasance, gross negligence or reckless disregard of the duties involved in the conduct of such Indemnitee’s position.

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11.2.4 Process; Advance Payment of Expenses.

(a) Promptly after receipt by an Indemnitee of notice of the commencement of any action, such Indemnitee shall, if a claim in respect thereof is to be made against the Company pursuant to this 11.2, notify the Company in writing of the commencement thereof; but the omission so to notify the Company will not relieve the Company from any liability which it may have to any Indemnitee under this 11.2 (other than under this 11.2.4). Once the Company is so notified, the Company will be entitled to participate in such action and, if desired, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. If the Company so assumes the defense, the Company shall not be liable to such Indemnitee under this 11.2 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnitee in connection with the defense thereof, provided, however, that if (i) the Company and the Indemnitee mutually agree otherwise, (ii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnitee, (iii) the Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Company or (iv) the named parties in any such proceedings (including any impleaded parties) include both the Company and the Indemnitee and the Indemnitee shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Company shall be liable to such Indemnitee under this 11.2.4 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnitee.

(b) The Company and the Indemnitee shall inform any other Indemnitee of any such settlement, compromise or judgment, prior to the completion of such settlement, compromise or judgment. The Company shall not, without the written consent of the Indemnitee, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnitee from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnitee.

(c) Except to the extent described above in this 11.2.4, the Company may pay the expenses incurred by an Indemnitee in connection with any such action, suit or proceeding, or in connection with claims arising in connection with any potential or threatened action, suit or proceeding, in advance of the final disposition of such action, suit or proceeding, upon receipt of an enforceable undertaking by such Indemnitee to repay such payment if the Indemnitee shall be determined to be not entitled to indemnification for such expenses pursuant to this Article 11; provided, however, that in such instance the Indemnitee is not defending an actual or threatened claim, action, suit or proceeding brought or initiated by Members constituting at least a majority in interest of the Members.

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11.2.5 Insurance.

The Company may maintain, at the expense of the Company, (i) insurance policies for the protection of any Indemnitee or potential Indemnitee against any liability incurred in any capacity which results in such Person being an Indemnitee (provided that such Person is serving in such capacity at the request of the Company or the Board), to the extent such policies are consistent with the Adviser’s customary practice in maintaining insurance for its other registered investment vehicles advised by the Adviser and its Affiliates and (ii) one or more fidelity bonds that meet the requirements of the 1940 Act. For the avoidance of doubt, the Company will not bear the cost of insurance and/or fidelity bonds that are extraordinary for similarly situated BDCs.

11.2.6 Successors and Survival.

The foregoing right of indemnification shall inure to the benefit of the executors, administrators, personal representatives, successors or assigns of each such Indemnitee and shall survive the termination of this Agreement.

11.2.7 Rights to Indemnification from Other Sources.

The rights to indemnification and advancement of expenses conferred in this 11.2 shall not be exclusive and shall be in addition to any rights to which any Indemnitee may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement.

11.2.8 Insurance and Other Sources for Indemnity.

Each Indemnitee shall, as a condition to obtaining payments under 11.2, use commercially reasonable efforts to seek payment from any applicable Portfolio Company, its insurance carriers and/or the insurance carriers of the Adviser and/or the Company. The Company shall, in good faith, determine whether any such Indemnitee has used commercially reasonable efforts to seek such payments. In no event, however, shall the Company be precluded from making payments under 11.2 to any such Indemnitee if reasonable uncertainty exists as to the likelihood of payment by any such Portfolio Company or insurance carrier in a timely manner or on reasonably acceptable terms.

11.3 Limitation by Law.

If any Covered Person or Indemnitee or the Company itself is subject to any federal or state law, rule or regulation which restricts the extent to which any Person may be exonerated or indemnified by the Company, the exoneration provisions set forth in 11.1 and the indemnification provisions set forth in 11.2 shall be deemed to be amended, automatically and without further action by the Members, to the minimum extent necessary to conform to such restrictions.

11.4 Return of Certain Distributions.

(a) If (1) the Company incurs (or becomes obligated to reimburse a third party for) a liability or obligation under this Article 11, (2) the Company does not have sufficient available funds to satisfy such liability or obligation (the amount of such liability or obligation in excess of the Company’s available assets being the “Shortfall Amount”), and (3) each Member (other than a Defaulting Member) has already made aggregate contributions pursuant to drawdowns equal to such Member’s Commitment and any Recallable Amount, then the Company may require that each Member return distributions to the Company, upon not less than 10 days’ prior written notice from the Company, of its proportionate

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share of the Shortfall Amount (determined based upon the aggregate lesser amount of distributions that each Member would have received if such indemnification obligation had been incurred and paid by the Company prior to any distributions having been made by the Company, and after taking into account any payments pursuant to the Adviser Return Obligation); provided, however, that no Member shall be required to return an aggregate amount pursuant to this 11.4 in excess of the lesser of (a) the aggregate amount of distributions received by such Member from the Company and (b) 25% of such Member’s aggregate Commitment. Notwithstanding the foregoing, (a) in no event shall any Member be required to return distributions pursuant to this 11.4 in an amount which exceeds the aggregate amount of distributions received by such Member from the Company on or after the date that is 36 months prior to the date on which the Company notified the Members in writing of such potential obligations or liabilities, net of any amounts returned by such Member to the Company during such period pursuant to this 11.4, and (b) in no event shall any Member be required to return distributions pursuant to this 11.4 more than two years after the Company’s final liquidating distribution except to fund payment of obligations or liabilities for which the Company has delivered to the Members on or prior to the second anniversary of such final liquidating distribution written notice of such potential obligations or liabilities (and, to the extent permitted by law (including, without limitation, ERISA), the Company may require payments made after its final liquidating distribution to be made to the Adviser or directly to an Indemnitee).

(b) A Member’s obligation to return distributions to the Company under this 11.4 shall survive the termination, dissolution and winding up of the Company (and, to the extent permitted by law (including, without limitation, ERISA), the Company may require any payments made after its final liquidating distribution to be made to the Adviser or directly to an Indemnitee), and the Company may pursue and enforce all rights and remedies it may have against each Member under this 11.4, including instituting a lawsuit to collect such contribution with interest from the due date at the Default Rate. If any return of a distribution pursuant to this 11.4 is required to be made pursuant to this 11.4 after the date of the final liquidating distribution of the Company, then, as set out in the Advisory Agreement, the Adviser Return Obligation shall be recomputed to take into account the post-liquidation payments required by this 11.4 if and to the extent the obligation to make such payments had not previously been taken into account when initially determining the Adviser Return Obligation. The return obligations of the Members pursuant to 11.4 shall be in addition to their capital contribution obligations with respect to their Commitments. Amounts returned by a Member pursuant to this 11.4 shall be treated as a reduction in the amount of distributions received by such Member, and amounts returned by such Member pursuant to this 11.4 shall not increase such Member’s Commitment; provided that failure to make a required payment pursuant to this 11.4 by any Member may, in the Company’s discretion, be treated for purposes of 6.2 and the provisions and remedies therein as a failure by such Member to make a required capital contribution pursuant to a capital call. Amounts to be returned pursuant to this 11.4 shall be payable in cash. The provisions of this 11.4 shall not be construed or interpreted as inuring to the benefit of any creditor of (i) the Company (other than Indemnitees), (ii) a Member, (iii) the Adviser or (iv) any Indemnitee.

(c) Amounts returned by the Members to the Company pursuant to this 11.4 shall, subject to the Delaware Act, be used to satisfy expenses incurred pursuant to this Article 11. If, for any reason other than satisfaction of such liability or obligation by the Company, any such liability or obligation is cancelled or terminated, in whole or in part, the Company shall return to the Members the unused portion of the amount contributed.

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ARTICLE 12

AMENDMENTS

12.1 Amendments.

12.1.1 By Consent.

Except as otherwise provided in this Agreement, the terms and provisions of this Agreement (including, without limitation, 13.8.8) may be amended (which term includes any waiver, modification, or deletion of this Agreement) during or after the term of the Company, with the prior written consent of (i) in the case of an amendment not affecting the rights of the Preferred Unitholders, a majority in interest of the Common Unitholders, (ii) in the case of an amendment not affecting the rights of a Common Unitholder (including rights or protections with respect to tax consequences of Common Unitholders), a majority in interest of the Preferred Unitholders, and (iii) in case of an amendment affecting the rights (including rights or protections with respect to tax consequences of Common Unitholders) of both the Common Unitholders and the Preferred Unitholders, a majority in interest of the Common Unitholders and a majority in interest of the Preferred Unitholders. Notwithstanding the immediately preceding sentence, the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member:

(a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein,

(b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members,

(c) to make such changes as the Board in good faith deems necessary to comply with any requirements applicable to the Company or its Affiliates under the 1940 Act or any similar state or federal law,

(d) to make any revision to Schedule A, Schedule B or Schedule C made in accordance with this Agreement,

(e) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, or

(f) to make any amendment agreed with any Member admitted to the Company after the Initial Closing Date;

provided, however, that no amendment shall may be made pursuant to clauses (a) through (e) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Company or the Members.

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12.1.2 Amendments Affecting Members’ Economic Rights.

Notwithstanding 12.1.1, no amendment to this Agreement shall increase any Commitment of any Common Unitholder or dilute the relative interest of any Member with respect to the other Members holding Units of the same class in the profits or capital of the Company or in allocations or distributions attributable to the ownership of such interest without the prior written consent of such Member, except such dilution as may result from additional Commitments from the Common Unitholders, the admission of Later-Closing Investors, or the issuance of Preferred Units pursuant to this Agreement. This 12.1.2 shall not be amended without the unanimous consent of all Members.

12.1.3 Consent to Amend Special Provisions.

Without the prior written consent of the Members as indicated below, the following provisions shall not be amended:

(a) 14.1, 14.2 or this 12.1.3(a) without the prior written consent of a Supermajority in Interest of all Members that are ERISA Members;

(b) 14.2 (as that provision applies to Public Plan Members), 14.3 or this 12.1.3(b) without the prior written consent of a Supermajority in Interest of all Members that are Public Plan Members;

(c) 14.2 (as that provision applies to Foundation Members), 14.4 or this 12.1.3(c) without the prior written consent of a Supermajority in Interest of all Members that are Foundation Members;

(d) 14.2 (as that provision applies to BHC Members), 14.5 or this 12.1.3(d) without the prior written consent of a Supermajority in Interest of all Members that are BHC Members;

(e) those provisions intended to protect Members that are subject to tax on UBTI or this 12.1.3(e) without the prior written consent of a Supermajority in Interest of all Members that are subject to tax on UBTI; or

(f) any provision in this Agreement that requires the consent, action or approval of a specified percentage in interest of the Members or this 12.1.3(f) without the consent of such specified percentage in interest of the Members.

12.1.4 Notice of Amendments.

The Company shall promptly furnish copies of any amendments to this Agreement to all Members. Changes made to the books and records of the Company made pursuant to 3.1 or otherwise shall not be deemed to be amendments to this Agreement and shall not be required to be furnished to all Members.

12.1.5 Other Agreements.

Notwithstanding the provisions of this Agreement or any Subscription Agreement, but subject to the 1940 Act, applicable federal securities law, and any other BDC requirements, it is hereby acknowledged and agreed that the Board on behalf of the Company, without the approval of any Member or any other Person, may enter into a side letter or similar agreement with a Member, executed in connection with the admission of such Member to the Company, which agreement has the effect of establishing rights under, or altering or supplementing the terms of this Agreement or such Member’s Subscription Agreement in order to meet certain requirements of such Member (an “Other Agreement”). The parties hereto agree that any terms contained in an Other Agreement with a Member shall govern with respect to such Member notwithstanding the provisions of this Agreement.

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ARTICLE 13

ADMINISTRATIVE PROVISIONS

13.1 Keeping of Accounts and Records; Certificate of Formation; Administrator.

13.1.1 Accounts and Records.

At all times the Company shall keep proper and complete books of account, in which shall be entered fully and accurately the transactions of the Company. Such books of account shall be kept on the accrual method of accounting. The Company shall also maintain: (a) an executed copy of this Agreement (and any amendments hereto); (b) the Certificate (and any amendments thereto); (c) executed copies of any powers of attorney pursuant to which any document described in clause (a) or (b) has been executed by the Company; (d) a current list of the name, address, Commitments and taxpayer identification number, if any, of each Member; (e) copies of all tax returns filed by the Company; and (f) all financial statements of the Company for each of the prior seven years. These books and records shall at all times be maintained at the principal office of the Company and in accordance with the Company’s record retention policy.

13.1.2 Certificate of Formation.

The Company shall file for record with the appropriate public authorities and, if required, publish the Certificate and any amendments thereto.

13.1.3 Administrator.

The Company will enter into a contract (the “Administration Agreement”) with an administrator (the “Administrator”) to perform certain administrative, accounting and investor services for the Company. The Administrator will be experienced in providing such services to investment funds similar to the Company.

13.2 Inspection Rights.

At any time before the Company’s complete liquidation, each Member, or a designee thereof, at its own expense may for any purposes reasonably related to its interests as a Member (a) fully examine and audit the Company’s books, records, accounts and assets, including bank account balances and (b) examine, or request that the Company furnish, such additional information as is reasonably necessary to enable the requesting Member to review the state of the investment activities of the Company; provided that such information is necessary and essential to the Member’s purpose and the Company can obtain such additional information without unreasonable effort or expense; provided, further, that the Company may redact confidential information relating to another Member. Any such examination or audit shall be made (1) only upon ten (10) Business Days’ prior written notice to the Company, (2) during normal business hours and (3) without undue disruption. Notwithstanding the foregoing, the Company shall have the benefit of the confidential information provisions of Section 18-305(c) of the Delaware Act, and the obligation to make Company Information available or to furnish Company Information shall be subject to 13.8.8.

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13.3 Financial Reports.

13.3.1 Annual Financial Statements.

Subject to 13.8.8, the Company shall use its best efforts to provide to each Member, within 90 days after the close of each fiscal year, the audited financial statements of the Company for such fiscal year, which audited financial statements shall be prepared in accordance with generally accepted accounting principles as in effect at such time.

13.3.2 Additional Reporting.

Subject to 13.8.8, the Company shall generally furnish to each Member, within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, unaudited financial statements of the Company for the quarter then ended.

13.3.3 Web Site.

Notwithstanding 13.5, the Company shall, to the maximum extent permitted by law, be deemed to have satisfied its obligations to provide financial statements, reports or other notices pursuant to this Agreement if the Company posts such financial statements, reports or other notices on a web site and gives notice to the Members, pursuant to 13.5, of the availability of such financial statements, reports or other notices, the URL address of the web site and a password for access to such web site, if necessary, and such access will include the ability to download and print such financial statements, reports or other notices.

13.4 Valuation.

13.4.1 Valuation by Board.

At the end of each fiscal quarter and whenever valuation of Company assets or net assets is otherwise required by this Agreement, the Board (with the input of the Adviser, the audit committee of the Board, and an external, independent valuation firm retained by the Company described in 13.4.5) shall determine the value of the Company’s assets for which market quotations are not readily available in good faith in accordance with this 13.4. Valuations of Company assets for which market quotations are not readily available will be determined by the Board at the end of each fiscal quarter.

13.4.2 Freely Tradable Securities.

The fair market value of any security owned by the Company which is a Freely Tradable Security shall be determined on the basis of the last reported trade price of such security on the date the value is being determined on the exchange where it is primarily traded or, if such security is not traded on an exchange, such security shall be valued at the last reported sale price on such dates on Nasdaq or, if such security is not reported on Nasdaq, such security shall be valued at the reported closing bid prices (or average of bid prices) last quoted on such dates as reported by an established quotation service for over-the-counter securities. For purposes of determining the fair market value of any Freely Tradable Security as of any date, the “last reported” trade price or sale price on any trading day shall be deemed to be: (a) for securities traded primarily on the New York Stock Exchange, NYSE MKT or Nasdaq, the last reported trade price or sale price, as the case may be, as of 4:00 p.m., New York time, on that day and (b) for securities listed or traded on other exchanges, markets and systems, the market price as of the end of the “regular hours” trading period that is generally accepted as such for such exchange, market or system. If, after the date hereof, the benchmark times generally accepted in the securities industry for determining the market price of a security as of a given trading day shall change from those set forth above, the fair market value shall be determined as of such other generally accepted benchmark times.

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13.4.3 Other Assets.

The determination of the fair market value of all other assets of the Company shall be based upon all relevant factors, including, without limitation, such of the following factors as may be deemed relevant by the Board: current financial position and current and historical operating results of the issuer; sales prices of recent public or private transactions in the same or similar securities, including transactions on any securities exchange on which such securities are listed or in the over-the-counter market; general level of interest rates; recent trading volume of the security; restrictions on transfer, including the Company’s right, if any, to require registration of its securities by the issuer under the securities laws; any liquidation preference or other special feature or term of the security; significant recent events affecting the Portfolio Company, including any pending private placement, public offering, merger or acquisition; the price paid by the Company to acquire the asset; the percentage of the issuer’s outstanding securities that is owned by the Company; and all other factors affecting value.

13.4.4 Goodwill and Intangible Assets.

In determining the fair market value of the assets of the Company, no allowance of any kind shall be made for goodwill or the name of the Company or of the Adviser, the Company’s records, files and statistical data or any intangible assets of the Company in the nature of or similar to goodwill. The Company’s name and goodwill shall, as among the Members, be deemed to have no value, and no Member shall have any right or claim individually to the use thereof. The Members agree that the names, trademarks and service marks “TCW”, “TCW & Design”, and all modifications, derivations or versions thereof, and any goodwill associated therewith, are owned by one or more TCW Affiliates, and use of any such name as part of the Company’s name or in connection with the Company’s activities shall not affect the ownership of such names, trademarks and service marks.

13.4.5 Independent Valuation Firm.

The Board will engage an independent valuation firm on behalf of the Company to assist the Board in determining the fair market value of the Company’s assets for which market quotations are not readily available. The Company’s valuation firm will at all times be unaffiliated with the Adviser and will be experienced in the valuation of assets similar to the types of investments to be made by the Company.

13.5 Notices.

Except where otherwise specifically provided in this Agreement (including 13.3.3), all notices, requests, consents, approvals and statements shall be in writing and, if properly addressed to the recipient, shall be deemed given (a) on the date of actual receipt if delivered personally to the recipient; (b) three (3) Business Days after mailing if mailed by first class mail (or if sent to or from outside the United States, by airmail), postage prepaid; (c) if a Business Day and sent prior to 1:00 p.m. Los Angeles time, the date of transmission (or, if not a Business Day or sent after 1:00 p.m. Los Angeles time, the Business Day following transmission) if sent by electronic facsimile transmission or e-mail or (d) one (1) Business Day after being sent by a reputable overnight courier service, overnight delivery requested. Notices shall be deemed to be properly addressed, if to the Company at: c/o TCW DIRECT LENDING VIII LLC, Attention: Meredith Jackson, General Counsel, 865 S. Figueroa Street, Los Angeles, CA 90017, or if to any Member (or trustee or nominee pursuant to 10.3), if addressed to its address as set forth in such Member’s Subscription Agreement, or to such other address or addresses as the addressee previously may have specified by written notice given in the manner specified in this 13.5 to the Company, in the case of the Members, or to the Members, in the case of the Company.

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13.6 Accounting Provisions.

13.6.1 Fiscal Year.

The fiscal year of the Company shall be the calendar year or, if the Company is required to use a different year as its taxable year for federal income tax purposes, such other year.

13.6.2 Independent Auditors.

The Company’s independent public auditors shall at all times be a nationally recognized independent public auditing firm selected by the Company. The Company may change its auditors from time to time, and the Company will notify the Members of any such change.

13.7 Tax Provisions.

13.7.1 Classification of the Company as Corporation for Tax Purposes.

(a) The Company intends to make an election to cause it to be classified as an association that is taxable as a corporation and, subject to clause (d) below, shall maintain such classification.

(b) The Company will use reasonable best efforts to qualify as a RIC no later than the first fiscal year in which the Company anticipates it will have significant amounts of net income.

(c) Once the Company has elected RIC status, the Board will use reasonable best efforts to maintain the Company’s status as a RIC.

(d) Once the Company has elected RIC status, if the Company is unable to continue to qualify as a RIC for any reason, the Board shall use reasonable best efforts to cause the Company to be classified as a partnership for U.S. federal tax purposes (a “Partnership Election”). If the Board determines to cause the Company to make a Partnership Election, to the extent that the Company has Members that are subject to tax on UBTI, the Company shall use reasonable best efforts, based on advice of the Company’s tax advisers, to effect the Partnership Election and conduct the operations of the Company so as to not create a material amount of UBTI for those affected Members. Such steps may include (A) causing the Company to repay its outstanding indebtedness prior to the effective date of the Partnership Election, modifying the terms of any arrangements whereby services income is received by the Company (without reducing the net economic benefit to the Company with respect to such arrangements), and causing the effective date of the Partnership Election to precede the Company failing to qualify as a RIC, or (B) another method for minimizing tax consequences to the Member that conforms with advice from the Company’s tax counsel.

13.7.2 RIC Requirements.

During the period starting when the Company intends to qualify as a RIC for U.S. federal income tax purposes and ending when a Partnership Election is made, the Board shall seek to cause the Company to meet any requirements necessary to obtain and maintain RIC qualification, including source-of-income and asset diversification requirements and distributing annually an amount equal to at least 90% of its “investment company taxable income.”

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13.7.3 Tax Information.

If the Company is notified or has actual knowledge that a Member is subject to non-U.S. tax or tax reporting obligations solely as a result of such Member’s investment in the Company, the Company shall notify such Member of such obligations. The Company will use commercially reasonable efforts to cause to be delivered, within 90 days after the end of each calendar year to each Member who was a Member at any time during such calendar year:

(a) for Members subject to U.S. federal, state, and local tax reporting obligations, such information as may be necessary for the preparation of such Member’s U.S. federal, state, and local tax returns;

(b) for a Member subject to non-U.S. tax or tax reporting obligations solely as a result of an investment in the Company, such information as may be necessary for the Member to pay such non-U.S. tax or satisfy such non-U.S. tax or tax reporting obligations; and

(c) to the extent the Company is notified by a Member of such Member’s tax obligations in connection with its investment in the Company (including non-U.S. tax reporting obligations), such other information as is reasonable to request (and which the Company may reasonably supply) as the Member may need to fulfill any applicable tax reporting obligations that may be required from such Member with respect to its Units.

13.7.4 Listed Transactions.

The Company shall not knowingly engage in a transaction that, as of the date the Company enters into a binding contract to engage in such transaction, is a “listed transaction” as defined in Internal Revenue Code Section 6707A(c)(2) and Treas. Reg. § 1.6011-4(b)(2). The Company shall inform the Members if it becomes aware that it has engaged in a transaction that would be a “reportable transaction” as defined in Treas. Reg. § 1.6011-4(b). If a Member is required to make filings in connection with such reportable transaction, the Company will use its reasonable best efforts to forward information necessary to complete such filings and to otherwise assist in such filings.

13.8 General Provisions.

13.8.1 Power of Attorney.

Each of the undersigned, by execution of this Agreement (including by execution of a counterpart signature page hereto directly or via an attorney-in-fact), hereby designates any duly authorized representative of the Company as its true and lawful representative and attorney-in-fact, in its name, place and stead, to make, execute, sign, acknowledge and deliver or file (a) the Certificate and any other instruments, documents and certificates which may from time to time be required by any law to effectuate, implement and continue the valid and subsisting existence of the Company, (b) all instruments, documents and certificates that may be required to effectuate the dissolution and termination of the Company in accordance with the provisions hereof and the Delaware Act, (c) all other amendments of this Agreement or the Certificate contemplated by this Agreement including, without limitation, amendments reflecting the addition or substitution of any Member, or any action of the Members duly taken pursuant to this Agreement whether or not such Member voted in favor of or otherwise approved such action that has been approved by the applicable vote or written consent of the Members (if required) pursuant to the terms of this

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Agreement, (d) any other instrument, certificate or document required from time to time to admit a Member, to effect its substitution as a Member, to effect the substitution of the Member’s assignee as a Member, or to reflect any action of the Members or the Members provided for in this Agreement that has been approved by the applicable vote or written consent of the Members (if required) pursuant to the terms of this Agreement and (e) if such Member becomes a Defaulting Member, documents necessary or appropriate to effect the sale of such Member’s Common Units pursuant to 6.2.2. The foregoing grant of authority (1) is a special power of attorney coupled with an interest in favor of the Company and as such shall be irrevocable and shall survive and not be affected by the death, disability or incapacity of a Member that is a natural Person or the merger, dissolution or other termination of the existence of a Member that is a corporation, association, partnership, limited liability company or trust and (2) shall survive the assignment by the Member of the whole or any portion of its interest, except that where the assignee of the whole thereof has furnished a power of attorney, this power of attorney shall survive such assignment for the sole purpose of enabling the Company to execute, acknowledge and file any instrument necessary to effect any permitted substitution of the assignee for the assignor as a Member and shall thereafter terminate. This power of attorney may be exercised by such attorney-in-fact for all Members (or any of them) by a single signature of a duly authorized representative of the Company acting as attorney in fact with or without listing all of the Members executing an instrument.

13.8.2 Execution of Additional Documents.

Each Member hereby agrees to execute all certificates, counterparts, amendments, instruments or documents that may be required by laws of the various jurisdictions in which the Company conducts its activities, to conform with the laws of such jurisdictions governing limited liability companies.

13.8.3 Binding on Successors.

This Agreement shall be binding upon and shall inure to the benefit of the respective heirs, successors, permitted assigns and legal representatives of the parties hereto.

13.8.4 Governing Law.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to conflicts of law principles.

13.8.5 Submission to Jurisdiction; Venue; Waiver of Jury Trial.

Unless the Company otherwise agrees in writing, any legal action or proceeding with respect to this Agreement may be brought in the courts of the State of Delaware, and, by execution and delivery of this Agreement, each Member hereby irrevocably accepts for him or herself and in respect of his or her property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Such Member hereby further irrevocably waives any claim that any such courts lack personal jurisdiction over such Member, and agrees not to plead or claim, in any legal action proceeding with respect to this Agreement in any of the aforementioned courts, that such courts lack personal jurisdiction over such Member. To the fullest extent permitted by applicable law, any legal action or proceeding with respect to this Agreement by a Member seeking any relief whatsoever against the Company shall be brought only in the Chancery Court of the State of Delaware (or other appropriate state court in the State of Delaware), and not in any other court in the United States of America, or any court in any other country. Such Member hereby irrevocably waives any objection that such Member may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the aforesaid courts and hereby further irrevocably, to the extent permitted by applicable law, waives his or her rights to plead or claim and agrees not to plead or claim in any such court that any such

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action or proceeding brought in any such court has been brought in an inconvenient forum. UNLESS THE COMPANY OTHERWISE AGREES IN WRITING, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT.

13.8.6 Waiver of Partition.

Each Member hereby irrevocably waives any and all rights that it may have to maintain an action for partition of any of the Company’s property.

13.8.7 Securities Law Matters.

Each Member understands that in addition to the restrictions on transfer contained in this Agreement, it must bear the economic risks of its investment for an indefinite period because the interests in the Company have not been registered under the Securities Act or under any applicable securities laws of any state or other jurisdiction and, therefore, may not be sold or otherwise transferred unless they are registered under the Securities Act and any such other applicable securities laws or an exemption from such registration is available.

13.8.8 Confidentiality.

(a) A Member’s rights to access or receive any non-public information about the Company, its Portfolio Companies and their respective affairs, including, without limitation, (1) information to which a Member is provided access pursuant to 13.2, (2) financial statements, reports and other information provided pursuant to 13.3 and (3) the offering documents for the Company, this Agreement, any Subscription Agreement and any other related agreements and any other books and records of the Company (collectively, the “Company Information”), are conditioned on such Member’s willingness and ability to assure that the Company Information will be used solely by such Member for purposes reasonably related to such Member’s interest as a Member, and that such Company Information will not become publicly available as a result of such Member’s rights to access or receive such Company Information, and each Member agrees not to use Company Information other than for purposes of evaluating, monitoring or protecting its investment in the Company.

(b) Each Member acknowledges and agrees that the Company Information constitutes a valuable trade secret of the Company and agrees to maintain any Company Information provided to it in the strictest confidence and not to disclose the Company Information to any Person including, without limitation, a prospective transferee of such Member’s Units, without the written prior consent of the Company. Notwithstanding the foregoing, the Company consents to the disclosure of Company Information (I) by a Member to its accountants, attorneys, fiduciaries and similar advisors bound by a duty of confidentiality and (II) by any Member that the Company determines is a fund-of-funds or similar entity to such Member’s own equity holders of summary information concerning the Company’s financial performance and status to the extent necessary to satisfy such Member’s own reporting obligations; provided, however, that such equity holders are, at the time of such disclosure, pursuant to a written agreement, subject to substantially equivalent restrictions with respect to the use and disclosure of the Company Information as are set forth in this Agreement; provided, that such consent shall not be construed to permit disclosure of any

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information about the Company’s Portfolio Companies (including, without limitation, the fair market value of the Company’s interest in such Portfolio Companies). With respect to any Member, the obligation to maintain the Company Information in confidence shall not apply to any Company Information (1) that becomes publicly available (other than by reason of a disclosure by a Member), (2) the disclosure of which by such Member has been consented to by the Company in writing or (3) the disclosure of which by such Member is required by a court of competent jurisdiction or other governmental authority or otherwise as required by law. Before any Member discloses Company Information pursuant to clause (3), other than in connection with disclosure required by regulatory or tax audits or disclosure required in connection with any tax filing or return, such Member, to the maximum extent permitted by law, shall promptly, and in any event prior to making any such disclosure, notify the Company of the court order, subpoena, interrogatories, government order or other reason that requires disclosure of the Company Information so that the Company may seek a protective order or other remedy to protect the confidentiality of the Company Information. Such Member, to the maximum extent permitted by law, shall also consult with the Company on the advisability of taking steps to eliminate or narrow the requirement to disclose the Company Information and shall otherwise cooperate with the efforts of the Company to obtain a protective order or other remedy to protect the Company Information. If a protective order or other remedy cannot be obtained, to the maximum extent permitted by law, such Member shall disclose only that Company Information that its counsel advises in writing (which writing shall also be addressed and delivered to the Company, to the maximum extent permitted by law and to the extent such writing is not a privileged attorney-client communication) that the Member is legally required to disclose.

(c) Each Member, to the maximum extent permitted by law, shall promptly inform the Company if it becomes aware of any reason, whether under law, regulation, policy or otherwise, that it (or any of its equity holders) will, or might become compelled to, use the Company Information other than as contemplated by 13.8.8(a) or disclose Company Information in violation of the confidentiality restrictions in 13.8.8(b) (disregarding clause (3) thereof).

(d) Notwithstanding any other provision of this Agreement, with the exception of the annual financial reports, or equivalent report and the other additional reporting to be provided to each Member pursuant to 13.3.1, 13.3.2 and 13.3.3, respectively, the Company shall have the right not to provide any Member, for such period of time as the Company in good faith determines to be advisable, with any Company Information that such Member would otherwise be entitled to receive or to have access to pursuant to this Agreement or the Delaware Act if: (1) the Company is required by law or by agreement with a third party to keep such Company Information confidential; (2) the Company in good faith believes that the disclosure of such Company Information to such Member is not in the best interests of the Company or could damage the Company or the conduct of the affairs of the Company or its Portfolio Companies (which may include a determination by the Company that such Member (or any of its equity holders) is disclosing or may disclose such Company Information (or may be compelled to disclose such Company Information) or has not indicated a willingness to protect Company Information from being disclosed (or compelled to be disclosed) and that the potential of such disclosure by such Member (or any of its equity holders) is not in the best interests of the Company or could damage the Company, its Portfolio Companies or the conduct of the affairs of the Company or its Portfolio Companies) or (3) such Member has notified the Company of its election not to have access to or to receive such Company Information.

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(e) The Members acknowledge and agree that: (1) the Company, the Directors, the Adviser and its partners and their Affiliates may acquire confidential information related to third parties (e.g., Portfolio Companies) that pursuant to fiduciary, contractual, legal or similar obligations may not be disclosed to the Members without violating such obligations and (2) neither the Company, the Directors, the Adviser nor its partners or any such Affiliates shall be in breach of any duty under this Agreement or the Delaware Act if, pursuant to such obligations, the Company, the Directors, the Adviser or its partners or any such Affiliates acquire, hold or fail to disclose Company Information to a Member, so long as such obligations were undertaken in good faith.

(f) In addition to any other remedies available at law, the Members agree that the Company shall, to the maximum extent permitted by law, be entitled to seek equitable relief, including, without limitation, the right to seek an injunction or restraining order, as a remedy for any failure by a Member to comply with its obligations with respect to the use and disclosure of Company Information, as set forth in 13.8.8(a) and 13.8.8(b). Furthermore, each Member agrees to indemnify the Company and each Covered Person against any claim, demand, controversy, dispute, cost, loss, damage, expense (including attorneys’ fees), judgment and/or liability incurred by or imposed upon the Company or any such Covered Person in connection with any action, suit or proceeding (including any proceeding before any administrative or legislative body or agency), to which the Company or any such Covered Person may be made a party or otherwise involved or with which the Company or any such Covered Person shall be threatened, by reason of the Member’s breach of its obligations set forth in 13.8.8(a) and/or 13.8.8(b).

(g) Each Member agrees to cooperate with such procedures and restrictions as may be developed by the Company from time to time in connection with the disclosure of non-public information concerning the Company, including without limitation information concerning the Company’s Portfolio Companies, as reasonably determined by the Company to be necessary and advisable to maintain and promote compliance with legal and other regulatory matters applicable to the Company, the Members and the Company’s Portfolio Companies, including securities laws and regulations.

(h) Each Member acknowledges and agrees that the Company may consider the different circumstances of Members with respect to the restrictions and obligations imposed on Members in this 13.8.8 and the provision of information under this Agreement, and the Company in its sole and absolute discretion may agree to waive or modify any of such restrictions and/or obligations with respect to a Member with the consent of such Member but without the consent of any other Person. Each Member further acknowledges and agrees that any such agreement by the Company with a Member to waive or modify any of the restrictions and/or obligations imposed by this 13.8.8 (or to withhold Company Information) shall (to the maximum extent permitted by law) not constitute a breach of any duty stated or implied in law or in equity to any Member, regardless of whether different agreements are reached with different Members.

(i) The Company shall not use the name of any Member without such Member’s consent in any marketing materials or group marketing presentations with respect to the offering of Units. For the avoidance of doubt, the Company may disclose the identity of a Member to a potential lender to, or investor in, the Company in connection with the due diligence of such potential lender or investor.

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(j) To the maximum extent permitted by law, the provisions of this 13.8.8 shall survive the withdrawal of any Member or the Transfer of any Member’s Units in the Company and shall be enforceable against such Member after such withdrawal or Transfer. Notwithstanding the foregoing, each Member agrees that following the third anniversary of the final liquidation of the Company that, to the extent such Member receives notice that Company Information remains confidential (but not otherwise), such Member shall continue to treat such Company Information as confidential in accordance with such Member’s regular practices with regard to maintaining confidential information until the third anniversary of the receipt of such notice, at which time such Member’s obligation to maintain the confidentiality of such Company Information shall expire.

13.8.9 Compliance with Laws

The Company will use reasonable best efforts to comply with all laws, rules and regulations applicable to the Company, including, for the avoidance of doubt, all applicable anti-money laundering, anti-terrorism laws and anti- bribery laws, as well as applicable rules and regulations imposed by applicable securities laws; provided, that the Company will have no liability under this 13.8.9 in the event that noncompliance with an applicable law does not, or would not reasonably be expected to, have an adverse effect on the Company, other than a de minimis adverse effect. The Company has established and will maintain internal controls, policies and procedures reasonably designed to ensure compliance with all applicable anti-money laundering, anti-terrorism laws and anti-bribery laws, as well as applicable rules and regulations imposed by applicable securities laws.

13.8.10 Notices to Members

The Company will notify the Members (i) as soon as reasonably practicable following any amendment to the PPM, and (ii) within 45 business days of a change in the independent auditors of the Company (including in the notification a general description of the reasons therefore and the name of the new independent auditors).

13.8.11 Contract Construction; Headings; Counterparts.

Whenever the context of this Agreement permits, the masculine gender shall include the feminine and neuter genders (and vice versa), and reference to singular or plural shall be interchangeable with the other. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the other provisions, and the parties intend that this Agreement shall be construed and reformed in all respects as if any such invalid or unenforceable provision(s) were omitted or, at the direction of a court, modified in order to give effect to the intent and purposes of this Agreement. References in this Agreement to particular sections of the Code or the Delaware Act or any other statute shall be deemed to refer to such sections or provisions as they may be amended after the date of this Agreement. Captions in this Agreement are for convenience only and do not define or limit any term of this Agreement. It is the intention of the parties that every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any party (notwithstanding any rule of law requiring an Agreement to be strictly construed against the drafting party), it being understood that the parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. This Agreement, together with the related Subscription Agreement and any Other Agreement (if any) between the Company and any Member, shall constitute the entire agreement and understanding among the respective parties to such agreements with respect to the subject matter hereof and thereof. There are no representations, warranties or agreements made by the Company except to the extent set forth in this Agreement, the Subscription Agreements and any such Other Agreement (if applicable). This Agreement or any amendment hereto may be signed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one agreement or amendment, as the case may be.

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ARTICLE 14

SPECIAL REGULATORY MATTERS

14.1 ERISA Compliance.

14.1.1 ERISA Plan Assets.

The Company shall use reasonable best efforts to ensure that “benefit plan investors” hold less than twenty- five percent (25%) of each class of equity interests in the Company (determined in accordance with the Plan Assets Regulation).

14.1.2 Distributions in Kind to ERISA Members.

If a distribution proposed to be made in kind under any provision of this Agreement, including a liquidating distribution or a distribution to a withdrawing ERISA Member pursuant to 14.2.4, would result in the receipt by an ERISA Member of securities or other property which such ERISA Member could not hold without such holding constituting a non-exempt prohibited transaction under ERISA or Section 4975 of the Code, then such ERISA Member shall so notify the Company and the Company shall use commercially reasonable efforts, consistent with its obligations to the other Members, to cause the property which would otherwise have been distributed to such ERISA Member to be disposed of by the Company and the proceeds of such disposition to be remitted to such ERISA Member or, in the Company’s discretion, to make other arrangements reasonably acceptable to such ERISA Member; provided that such arrangements shall take into account accrued Incentive Fee payments attributable to the Common Units being redeemed and shall only be made in a manner that does not jeopardize the Company’s status as a BDC and a RIC.

14.1.3 Plan Assets Notice.

(a) The Company shall provide to each ERISA Member, on or prior to the date of the Company’s initial capital call, a written certification confirming, based on the representations and warranties of the Members to the Company, that “benefit plan investors” hold less than twenty-five percent (25%) of each class of equity interests in the Company (determined in accordance with the Plan Assets Regulation).

(b) If at any time the Company determines there is a material likelihood that all or any portion of the assets of the Company would constitute “plan assets” of any ERISA Member for purposes of ERISA or Section 4975 of the Code, the Company shall promptly notify in writing the ERISA Members investing in the applicable entity of such determination. For the avoidance of doubt, the Company shall deliver the notice described in this 14.1.3(b) if any ERISA Member delivers an opinion as described in 14.2.1(b).

In addition, at the request of an ERISA Member, the Company will use commercially reasonable efforts to provide any information regarding the assets held by the Company as is reasonably necessary to enable the ERISA Member to complete its Form 5500 or any other regulatory reporting requirements applicable to the ERISA Member.

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14.2 ERISA Withdrawal.

14.2.1 General.

Notwithstanding any provision in this Agreement to the contrary, any Member that is an ERISA Member may elect, upon written notice of such election to the Company, to withdraw from the Company, or upon written demand by the Company shall withdraw from the Company, at the time and in the manner hereinafter provided, if (i) the Company delivers the notice described in 14.1.3(b) stating that the assets of the Company constitute “plan assets” or (ii) either such ERISA Member or the Company shall obtain and deliver to the other an opinion of counsel reasonably acceptable (as to form, substance and choice of counsel) to both such ERISA Member and the Company to the effect that there is a material likelihood that:

(a) Such ERISA Member, any employee benefit plan subject to ERISA any of the assets of which are held by such ERISA Member, the trustee or other fiduciary of such ERISA Member or of such plan, or the Company would be in material violation of ERISA if such ERISA Member were to continue as a Member of the Company; or

(b) All or any portion of the assets of the Company would constitute “plan assets” of such ERISA Member or such plan for the purposes of ERISA or Section 4975 of the Code.

Notwithstanding the foregoing, no withdrawal shall be granted at the request of an ERISA Member solely on the grounds that the ERISA Member’s investment in the Company is not prudent, that such investment does not satisfy the diversification requirements applicable to the relevant plan, that it is inconsistent with the plan’s terms, investment policy or need for liquidity, or that it violates other similar requirements set forth in Section 404 of ERISA (or other law similar in purpose and intent). The costs of seeking and obtaining an opinion of counsel for purposes of this 14.2.1 shall be borne by the ERISA Member; provided, however, that (i) the Company shall bear the reasonable costs actually incurred by such ERISA Member in connection with seeking and obtaining the aforementioned opinion if the factual basis of such opinion (by its terms) is predicated solely on conduct by the Company or its Affiliates constituting gross negligence, fraud or willful misconduct or an intentional breach of the LLC Agreement, it being understood that such conduct shall not be deemed to result from any misrepresentations of any Member in any Subscription Agreement or any other act committed by a Member, and (ii) the Company shall bear the reasonable costs actually incurred by the Company in connection with seeking and obtaining the aforementioned opinion if the withdrawal procedure was initiated by the Company. If the Company so determines in its discretion, a withdrawal made pursuant to this 14.2.1 may be a partial withdrawal with respect to a Member’s interest, if such partial withdrawal will provide an adequate remedy; provided, however, that any partial withdrawal to remedy a withdrawal necessitated by 14.2.1(b) shall apply on a pro rata basis to the Company interests of all ERISA Members who are “benefit plan investors” (within the meaning of the Plan Assets Regulation) unless the Company and a particular benefit plan investor agree that such benefit plan investor will withdraw a larger amount. If the Company decides to require or permit a partial withdrawal, the other provisions of 14.2 shall be interpreted and applied to carry out the partial withdrawal.

14.2.2 Cure Period.

The Company shall have a period of 90 days following receipt of such counsel’s opinion (or delivery of notice by the Company to such ERISA Member demanding its withdrawal, if applicable) to attempt to eliminate the necessity for such withdrawal to the reasonable satisfaction of such ERISA Member and the Company, whether by correction of the condition giving rise to the necessity of such ERISA Member’s withdrawal, by amendment of this Agreement, or by effectuation of a Transfer of such ERISA Member’s Units to another Person; provided such Transfer meets the requirements of 10.1. During the

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aforementioned cure period, such ERISA Member shall be temporarily excused from making any capital contributions otherwise required by the terms of the LLC Agreement to the maximum extent permitted by law. To the extent that the Company eliminates the necessity for the withdrawal of the ERISA Member, then the ERISA Member and/or the Person to whom it transferred its Units shall be required to promptly pay such temporarily deferred capital contributions; provided, however, that if the ERISA Member withdraws pursuant to 14.2.3, then such withdrawing ERISA Member shall not be required to make any temporarily deferred capital contributions (with respect to the portion withdrawn in the case of a partial withdrawal).

14.2.3 Withdrawal.

If such cause for withdrawal is not cured within the 90 day period described in 14.2.2, then such ERISA Member shall withdraw from the Company (in whole or in part, as applicable) as of the last day of the fiscal quarter of the Company during which such 90 day period expires or as of such earlier date as may be determined by the Company, in its sole discretion (such date being herein referred to as the “ERISA Withdrawal Date”). Effective upon the ERISA Withdrawal Date with respect a complete withdrawal from the Company, such ERISA Member shall cease to be a Member of the Company for all purposes and, except for its right to receive payment for its Company interest as hereinafter provided, shall no longer be entitled to the rights of a Member under this Agreement.

14.2.4 Distributions to Withdrawing ERISA Member.

(a) As promptly as practicable following the ERISA Withdrawal Date but subject to the Delaware Act, there shall be distributed to such ERISA Member, in full payment and satisfaction of its Units, an amount equal to the amount which such ERISA Member would have been entitled to receive pursuant to Article 9 if the Company had been liquidated on and as of the ERISA Withdrawal Date and each of the Company’s assets had been sold on such date for its fair market value determined pursuant to 14.2.4(b). No approval of the Members shall be required prior to the making of such distribution.

(b) For purposes of determining the amount of the distribution to be made to such ERISA Member, and the value of each of the Company’s assets, the Company’s annual or quarterly financial statements, as the case may be, prepared in accordance with 13.3.1 or 13.3.3, respectively, for the period ending on or immediately prior to the ERISA Withdrawal Date shall be deemed to be conclusive unless either the withdrawing ERISA Member or the Company notifies the other in writing, not more than 20 Business Days after the Company provides the relevant financial statements, of such Person’s objection to such valuation, indicating briefly the reason(s) therefor. If, within 20 Business Days after such an objection has been made, a substitute value has not been agreed upon by the Company and such withdrawing ERISA Member, the Company shall submit the dispute to an independent appraiser selected by the Company and approved by the withdrawing ERISA Member (which approval shall not be unreasonably withheld). If there shall be more than one Member that is a withdrawing ERISA Member, the independent appraiser referred to in the preceding sentence shall be approved by a majority in interest of such withdrawing ERISA Members.

(c) Any distribution to the withdrawing ERISA Member(s) shall be made in cash, cash equivalents, securities of Portfolio Companies, or a recourse note of the Company bearing interest at a fixed rate equal to the applicable federal “short-term rate” of interest then in effect, compounded annually, and requiring principal repayment to be made at such times, and in such amounts, as such ERISA Member would have received in distributions if such

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withdrawing ERISA Member were still a Member (such amounts as reasonably determined by the Company taking into account a reduction for any accrued Incentive Fee), with any principal (if any) and interest outstanding as of the date of the final liquidation of the Company due and payable on such date in priority to any amounts payable to the Members on such date; provided, however, that a withdrawing ERISA Member shall not be required to accept a distribution in the form of a note if it shall obtain and deliver to the Company an opinion of counsel to the effect that distribution of the note would constitute a non-exempt prohibited transaction or other material violation of ERISA or Section 4975 of the Code (excluding on the grounds that the ERISA Member’s holding of such note is not prudent, or does not satisfy the diversification requirements applicable to the relevant plan, or is inconsistent with the plan’s terms, investment policy or need for liquidity, or that it violates other similar requirements set forth in Section 404 of ERISA (or other law similar in purpose and intent)); provided, further, that the Company shall make distributions to a withdrawing ERISA Member in cash to the extent that the Company has cash available for distribution and such cash distributions would not have a material adverse effect on the Company. If the withdrawing ERISA Member is unable to obtain and deliver such opinion of counsel, but nonetheless believes in good faith that distribution of the note to such ERISA Member would constitute such a non-exempt prohibited transaction or other material violation of ERISA or Section 4975 of the Code as described above, then the Company agrees to negotiate with such ERISA Member in good faith regarding the terms of the note in an effort to attempt to ensure that the distribution of such note to such ERISA Member would not constitute a non-exempt prohibited transaction or other material violation of ERISA or Section 4975 of the Code as described above. If securities of Portfolio Companies are being distributed, such securities shall be distributed in a manner consistent with 7.1.2 to the extent practicable, unless otherwise required by law or contract.

14.3 Public Plan Members.

For purposes of 14.2, each Member (a) that is either a “governmental plan” within the meaning of Section 3(32) of ERISA or an entity that is deemed under applicable law to hold the plan assets of such a plan and (b) that has notified the Company of such status in writing (a “Public Plan Member”) shall be treated as an ERISA Member, provided that (a) Public Plan Members shall not be considered ERISA Members for purposes of determining whether “benefit plan investors” hold less than twenty-five percent (25%) of each class of equity interests in the Company (determined in accordance with the Plan Assets Regulation) and (b) in determining whether there is a violation of ERISA with respect to such Public Plan Member or whether the Company is holding “plan assets” of such Public Plan Member, there shall be substituted for ERISA any state, local or non-U.S. laws that are similar in purpose and intent to ERISA and that are applicable to such Public Plan Member (or equity holder thereof).

14.4 Foundation Members.

If any Member that (a) is a private foundation within the meaning of Section 509(a) of the Code and (b) has notified the Company of such status in writing (a “Foundation Member”), delivers an opinion of counsel, reasonably acceptable (as to form, substance and choice of counsel) to the Company, to the effect that, as a result of a change in law or an unexpected increase in such Foundation Member’s relative interest in the Company (other than as a result of the purchase of an interest by such Foundation Member), there is a material likelihood that the continued ownership of the Foundation Member’s Units (1) would subject such Foundation Member to excise taxes imposed by Subchapter A of Chapter 42 of the Code (other than Sections 4940 and 4942 thereof) or (2) would, as a result of a change in law after the date hereof or the insolvency of the Company, result in a material violation of, or a material breach of the fiduciary duties of its trustees or governing board under, any federal or state law applicable to private foundations or any

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rule or regulation adopted thereunder by any agency, commission or authority having jurisdiction over private foundations, the Company will use commercially reasonable efforts to assist (subject to applicable law) such Foundation Member in locating a transferee for all or a portion of such Foundation Member’s Units and, subject to Article 10, will not unreasonably withhold its consent to the transfer by such Foundation Member of all or a portion of its interest; provided, however, that if the Company or such Foundation Member is unable to locate a transferee, or otherwise eliminate the necessity for withdrawal by such Foundation Member, within 90 days after the receipt of such opinion of counsel, then such Foundation Member may completely or partially withdraw from the Company (but such withdrawal shall only be to the minimum extent necessary to eliminate the necessity for withdrawal) in accordance with the principles of 14.2 as if such Foundation Member were an ERISA Member.

14.5 Bank Holding Company Member.

14.5.1 Withdrawal.

If at any time, as a result of proposed reductions in any Member’s interest, withdrawals by Members or distributions to other Members, in each case pursuant to the terms of this Agreement, or for any other reason, the Company expects the Units held by any BHC Member with respect to a class of Units to exceed 24.99% of the total Units of all Members holding such class of Units (as determined in accordance with 3.8) (or such greater or lesser percentage as may be permissible hereafter under the Bank Holding Company Act and Regulation Y promulgated thereunder), the Company shall immediately notify such BHC Member and permit such BHC Member to immediately partially withdraw from the Company in accordance with the provisions of 14.2 as if such BHC Member were an ERISA Member to the minimum extent necessary to maintain such BHC Member’s total investment in the Company at a level below 25% (or such permissible percentage) of such class of Units.

14.5.2 Right to Decline Distributions.

Notwithstanding any provision in this Agreement to the contrary, any BHC Member may elect, by notice in writing to the Company to decline the receipt of distributions in kind if the receipt thereof would cause such BHC Member to be in violation of any applicable law or regulation, in which event the Company shall use commercially reasonable efforts, consistent with its obligations to the other Members, to cause the property which would otherwise have been distributed to such BHC Member to be disposed of on behalf of and for the account of such BHC Member and the proceeds of such disposition to be remitted to such BHC Member.

14.6 Conforming Amendment.

Upon the complete or partial withdrawal of any ERISA Member, Public Plan Member, Foundation Member or BHC Member from the Company, the Members (including the withdrawing ERISA Member, Public Plan Member, Foundation Member or BHC Member) may enter into an amendment to this Agreement reflecting such withdrawal and amending such provisions of this Agreement as may be appropriate, including the allocation and distribution provisions, in order to preserve, to the maximum extent feasible, the intent, operation and effect of such provisions.

* * * * * * *

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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement of TCW Direct Lending VIII LLC as of the day, month and year first above written.

MEMBER:
TCW ASSET MANAGEMENT COMPANY LLC
By:	/s/ Meredith Jackson
	Name: Meredith Jackson
	Title: Executive Vice President and General Counsel

By:	/s/ Zachary Edelman
	Name: Zachary Edelman
	Title: Vice President

[Signature page to Limited Liability Company Agreement]

TCW Direct Lending VIII LLC

Member Signature Page

IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Limited Liability Company Agreement of TCW Direct Lending VIII LLC and hereby authorize this signature page to be attached to a counterpart of such Agreement executed by the Company and the other parties thereto.

Each of the Persons who have executed a Subscription Agreement, agreeing to purchase Units in the Company, to be admitted to the Company as a member and to be bound by the terms of the LLC Agreement

By:
	an authorized representative of the Company as attorney-in-fact for such Persons
	Name: David Wang
	Title: Chief Operating Officer

By:
	an authorized representative of the Company as attorney-in-fact for such Persons
	Name: Andrew Kim
	Title: Chief Financial Officer and Treasurer

Dated: January 21, 2022

APPENDIX I

TCW Direct Lending VIII LLC

Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below (such meanings to be equally applicable to both singular and plural forms of the terms so defined). Additional defined terms are set forth in the provisions of this Agreement to which they relate.

1934 Act	The Securities Exchange Act of 1934, as amended.
1940 Act	The Investment Company Act of 1940, as amended.
Administration Agreement	As set forth in 13.1.3.
Administrator	As set forth in 13.1.3.
Adviser	TCW or any Affiliate or successor thereto serving as investment adviser for the Company pursuant to an Advisory Agreement.
Adviser Operating Expenses	Overhead and operating and administrative expenses incurred by or on behalf of the Adviser or any of its Affiliates, including the Company, in connection with maintaining and operating the Adviser’s office, including salaries and other compensation (including compensation due to the Officers), rent, routine office equipment expense and liability and insurance premiums (other than those incurred pursuant to 11.2.5 and 5.1.(a)(i)), in furtherance of providing supervisory investment management services for the Company. For the avoidance of doubt, Adviser Operating Expenses include any expenses incurred by the Adviser or its Affiliates in connection with the Adviser’s registration as an investment adviser under the Investment Advisers Act of 1940, as amended, or with its compliance as a registered investment adviser thereunder.
Adviser Return Obligation	As set forth in 9.4.2.
Advisory Agreement	As set forth in 5.2.1.
Affiliate	With respect to the Person to which it refers, a Person that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such subject Person. For this purpose, each Officer shall be deemed to be an Affiliate of the Adviser, but Portfolio Companies or portfolio companies of an Existing Fund shall not be considered Affiliates of the Board, the Adviser, any Officer, any member of the Board or any member or manager of the Adviser. “Affiliated” shall have the corresponding meaning.

I-1

Aggregate Contribution	With respect to any Common Unitholder at any time in respect of such Common Unitholder’s Common Units, the aggregate amount of capital contributions made to the Company by such Common Unitholder in respect of such Common Units (including any such amounts attributable to the payment of Management Fees, Organizational Expenses and other Company Expenses, as applicable, but excluding the contribution of NAV Balancing Contributions, Late-Closer Contributions and any payments pursuant to 11.4), adjusted in accordance with the other provisions of this Agreement including, without limitation, 4.5.3 (relating to the return of distributions that constitute Recallable Amounts), and 6.2.3 (relating to the imposition of a Default Charge).
Agreement	As set forth in 2.1.3.
Amended LLC Agreement	As set forth in 2.1.2.
Anti-Money Laundering Laws	As set forth in 3.3.4(a)(2).
Assets	As set forth in 4.3.1.
Assigned Rights	As set forth in 4.3.1.
BDC	A business development company as defined in Section 2(a)(48) of the 1940 Act.
BHC Member	Any Member that is a bank holding company (or is an Affiliate of a bank holding company) that is subject to the Bank Holding Company Act of 1956 and that has provided notice in writing that it should be considered a BHC Member for purposes of this Agreement. BHC Members that are Affiliates of the same bank holding company shall be considered a single BHC Member for purposes of 14.5.
Board	As set forth in 3.4.1.
Business Day	Each day on which the New York Stock Exchange is open for business.
Cause	Either (i) a final judicial determination by a court of competent jurisdiction that the Director has committed any action relating to the performance of its or his duties under this Agreement that constitutes gross negligence, fraud or willful misconduct, or (ii) that the Director has been indicted or convicted in a court of competent jurisdiction of (A) a crime involving fraud or moral turpitude; (B) an intentional or material violation of applicable securities or regulatory laws; or (C) a felony relating to the performance of its or his duties under this Agreement.
Certificate	As set forth in 2.1.1.

I-2

Close associate	A Person who is widely and publicly known (or is actually known) to be a close associate of a senior foreign political figure or politically exposed Person.
Closing Period	Twelve-month period following the Initial Closing Date; provided that the Adviser may extend the Closing Period for not more than an additional three months; provided, however, that such extension has been approved by the majority interest of the Unitholders.
Code	The United States Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto.
Commitment	With respect to any Common Unitholder, the total amount that such Common Unitholder has agreed to contribute to the Company in connection with its Common Units (without regard to distributions required to be returned pursuant to 11.4 or contributions required by 3.3.1(b) or 3.3.1(c)).
Commitment Period	The period beginning on the Initial Closing Date and end four years from the later of (a) the Initial Closing Date and (b) the date on which the Company first completes a Portfolio Investment.
Common Unitholders	As set forth in the introductory paragraph of this Agreement, in each such Person’s capacity as a member of the Company holding Common Units.
Common Units	As set forth in the introductory paragraph of this Agreement.
Company	As set forth in the introductory paragraph of this Agreement.
Company Expenses	As set forth in 5.1.
Company Expenses Limitation	As set forth in 5.1.(b). For purposes of calculating the Company Expenses Limitation, if Total Assets exceeds total commitments only for a partial period, then the Company Expenses Limitation shall be calculated on a pro rata basis for that period.
Company Information	As set forth in 13.8.8.
Covered Person	As set forth in 11.1.1.
Credit Support	As set forth in 4.3.1.
Default Charge	As set forth in 6.2.3.
Default Rate	As set forth in 6.2.1.
Defaulting Member	As set forth in 6.2.2.
Delaware Act	As set forth in 2.1.1.

I-3

Director	As set forth in 3.4.1.
ERISA	The United States Employee Retirement Income Security Act of 1974 and (unless the context otherwise requires) the rules and regulations promulgated thereunder, as amended from time to time, or any successor statute thereto.
ERISA Member	Any Member that is (a) an “employee benefit plan” within the meaning of Section 3(3) of ERISA and subject to Part 4 of Title I of ERISA, (b) a “plan,” as defined in Section 4975(e)(1) of the Code, to which the provisions of Section 4975 of the Code are applicable, or (c) any other entity or account, any of the assets of which constitute “plan assets,” within the meaning of ERISA, of a plan described in (a) or (b) above.
ERISA Withdrawal Date	As set forth in 14.2.3.
Existing Fund	Regiment Capital Special Situations Fund III, L.P., Regiment Capital Special Situations Fund V, L.P., TCW Direct Lending LLC and TCW Direct Lending VII LLC.
FIEL	As set forth in 10.1.4.
Final Closing Date	The final date on which the Company will accept Subscription Agreements and issue Units.
Foundation Member	As set forth in 14.4.
Freely Tradable Security	Any security that satisfies the following conditions: (a)The Company’s entire holding of such securities can be immediately sold by the Company to the general public without the necessity of any federal, state or local government consent, approval or filing that has not been obtained or made at or prior to the time such determination is being made (other than any notice filings of the type required pursuant to Rule 144(h) under the Securities Act or Sections 13 and 16 of the United States Securities and Exchange Act of 1934, as amended), including, without limitation, securities that can be immediately sold pursuant to an effective registration statement filed under the Securities Act, and
	(b)Such securities are traded on a Public Securities Market and market quotations are readily available for such security.
	If only a portion of the Company’s holdings of securities satisfies the requirements of the preceding sentence, that portion of the Company’s holdings of such securities shall constitute Freely Tradable Securities. In addition to the foregoing, in the case of a distribution of securities in kind, such securities shall also constitute Freely Tradable Securities if the entire portion of the distribution made to the Members can be immediately sold by them under the

I-4

	terms provided for in clause (a) of this definition and the condition provided for in clause (b) of this definition is satisfied, assuming for purposes of this sentence that no Member is or has been an Affiliate of the issuer of such securities and without regard to any restrictions on sale applicable to particular Members because of such Members. For avoidance of doubt, no security which is subject to a lock-up or other contractual agreement to which the Company is a party or is otherwise bound and that restricts the immediate sale of such security shall be considered a Freely Tradable Security.
Immediate family member	Spouses, parents, siblings, children and a spouse’s parents and siblings.
Incentive Fee	The fee payable to the Adviser in accordance with 5.2.3 and the Advisory Agreement.
Indemnitee	As set forth in 11.2.1.
Independent Director	As set forth in 3.4.1.
Initial Closing Date	The first date on which Units are issued to Persons not Affiliated with the Adviser.
Intermediate Entity	An entity formed for the purpose of facilitating investments by the Company (alone or with other Persons) in Portfolio Investments.
Key Person	As set forth in 6.3.
Key Person Event	As set forth in 6.3.
Late-Closer Contribution	As set forth in 3.3.1.
Later-Closing Investor	As set forth in 3.3.1.
Lender	The holder of any indebtedness, guarantees or other obligations of the Company.
Lender Powers	As set forth in 4.3.1.
LLC Agreement	As set forth in 2.1.3.
Management Fee	As set forth in 5.2.2.
Members	Collectively, the Common Unitholders and the Preferred Unitholders.
Member Recall	As set forth in 9.4.2.
Nasdaq	The Nasdaq Stock Market.
NAV Balancing Contribution	As set forth in 3.3.1.

I-5

Officers	As set forth in 3.4.2.
Organizational Expenses	Expenses incurred in connection with the organization of the Company and offering of Common Units, and expenses incurred in connection with the organization of a Related Entity organized and managed by TCW as a feeder fund for the Company and issuance of interests therein.
Original Issuance Price	As set forth in 6.1.1.
Original LLC Agreement	As set forth in 2.1.1.
Other Agreement	As set forth in 12.1.5.
Parallel Fund	As set forth in 3.6.
Partnership Election	As set forth in 13.7.1.
Person	Any individual, general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, statutory or business trust, cooperative or association or any governmental body or agency, and the heirs, executors, administrators, legal representative, successors and assigns of such Person where the context so permits.
Plan Assets Regulation	The regulation concerning the definition of “plan assets” under ERISA adopted by the United States Department of Labor and codified in 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA.
Politically exposed Person	An individual who is or has been entrusted with prominent public functions by a non-U.S. country, for example Heads of State or of government, senior politicians, senior government, judicial or military officials, senior executives of state owned corporations, important political party officials. This does not cover middle ranking or more junior individuals.
Portfolio Company	Any entity in which the Company holds a Portfolio Investment.
Portfolio Investment	As set forth in 4.1.
PPM	The private placement memorandum originally dated March 2021 and as amended or supplemented from time to time that was prepared by the Company with respect to the issuance of Common Units.
Pre-Closing Distribution	As set forth in 3.3.1
Preferred-Appointed Directors	As set forth in 3.4.1.
Preferred Unitholders	Each holder of any Preferred Units, in such Person’s capacity as a Member of the Company holding Preferred Units, collectively.

I-6

Preferred Units	Preferred limited liability company units in the Company.
Prime Rate	As of any date, the prime rate of interest in effect on such date as reported in The Wall Street Journal.
Private Credit Group	The business unit of the Adviser working as the TCW Private Credit Group as discussed in the PPM.
Proceeds	As set forth in 4.5.2.
Public Plan Member	As set forth in 14.3.
Public Securities Market	Any United States national or regional securities exchange, including but not limited to the New York Stock Exchange, NYSE MKT, and regional United States exchanges, any internationally recognized non-United States securities exchange and any recognized United States or non-United States automated quotation system, listing service or other form of securities exchange or trading forum, and the phrase “traded on a Public Securities Market” means publicly traded on or through any such exchange, system, listing service or forum.
QII	As set forth in 10.1.4.
Recallable Amount	As set forth in 4.5.3.
Related Entity(ies)	One or more of the following: (1) any Portfolio Company, (2) the Adviser and any other entity engaged in performing services for the Company, any Existing Fund or permitted Successor Fund, at the Company’s or any such Existing Fund’s or permitted Successor Fund’s request, for any Portfolio Company or portfolio company of an Existing Fund or permitted Successor Fund; (3) any Intermediate Entity, any Parallel Fund or feeder fund or subsidiary of the Company, any such Intermediate Entity, or any such Parallel Fund; (4) any permitted Successor Fund; (5) any Existing Funds and their portfolio companies; and (6) any other fund(s) managed by the Adviser or an affiliate of the Adviser that co-invest or potentially co-invest with the Company, on a combined basis.
REMIC	As set forth in 4.2.2.
RIC	A regulated investment company.
SEC	U.S. Securities and Exchange Commission.
Securities Act	The United States Securities Act of 1933, as amended from time to time, or any successor statute thereto.

I-7

Senior foreign political figure	A current or former senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a current or former senior official of a major non-U.S. political party, or a current or former senior executive of a non-U.S. government-owned commercial enterprise. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. For purposes of this definition, a “senior official” or “senior executive” is defined as an individual with substantial authority over policy, operations, or the use of government-owned resources.
Shortfall Amount	As set forth in 11.4.
SMA	A separately managed account (including such an arrangement formed as a fund-of-one) for which the Adviser or a TCW Affiliate serves as the investment adviser.
Subscription Agreement	The subscription agreement by which any Member agreed to purchase such Member’s Units.
Successor Fund	Any investment vehicle for multiple investors formed after the Initial Closing Date with investment objectives and criteria substantially similar to those of the Company and whose investments are directed by the Adviser’s Private Credit Group. For the avoidance of doubt, no Intermediate Entity or Parallel Fund shall be a Successor Fund.
Supermajority in Interest	As set forth in 3.8.
TCW	As set forth in the introductory paragraph of this Agreement.
TCW Affiliate	TCW Group, Inc. (the parent company of TCW) along with all entities controlled directly or indirectly by TCW Group, Inc.
Temporary Disability	The inability of a Person to substantially perform his duties to the Company or the Adviser due to a medically determinable physical or mental illness or injury, provided that such illness or injury lasts for no more than 90 consecutive calendar days or 120 calendar days in any 18-month period.
Temporary Investments	Short-term investments of cash pending distribution or use by the Company to pay expenses or make Portfolio Investments.
Total Assets	The amounts shown on the Company’s quarterly and audited financial statements.
Transfer	As set forth in 10.1.1.
Transfer Expenses	As set forth in 10.1.6.
True-Up Contribution	As set forth in 3.3.1.

I-8

UBTI	“Unrelated business taxable income,” as defined in Section 512 of Code and the Treasury Regulations promulgated thereunder.
Undrawn Commitment	As set forth in 6.1.1.
Units	The Common Units and Preferred Units.
USRPHC	As set forth in 4.2.2.

I-9

APPENDIX II

Member Acknowledgements

In connection with the borrowings, guarantees and other obligations by the Company in accordance with 4.3.1, each Member hereby makes available as Credit Support the following representations and acknowledgements for the benefit of the Company and any lender or other holder of indebtedness, guarantees or other obligations:

(a) such Member hereby consents to the pledge or assignment of its Undrawn Commitment and other related Assets and Assigned Rights and other forms of Credit Support;

(b) such Member shall confirm, as of the date of this Agreement and following any default under a loan, credit or other facility or instrument evidencing such indebtedness, guarantees or other obligations, in favor of any lenders or other holders of indebtedness, guarantees or other obligations, the amount of such Member’s Commitment and Undrawn Commitment;

(c) such Member is and will remain absolutely, irrevocably and unconditionally obligated to fund capital contributions pursuant to written capital call notices duly made under this Agreement and its Subscription Agreement, for the purposes of repaying any indebtedness for borrowed money, in each case, without set-off, defense (other than defense of payment), counterclaim or reduction based on any claim against any Person (including any defense of fraud or mistake, or any defense under Section 365 of the U.S. Bankruptcy Code), and such Member hereby waives any right to assert any claim to the contrary in connection with any bankruptcy, insolvency, dissolution or winding up of the Company or otherwise;

(d) such Member shall honor capital calls issued by or on behalf of any lender or other holder of indebtedness, guarantees or other obligations and such lender shall have the right to enforce the obligations of the Member to make contributions hereunder and under the terms of the Subscription Agreement and to seek all available remedies against the Member if the Member fails to make such contributions;

(e) such Member acknowledges that the proceeds of capital contributions called in accordance with this Agreement may be (i) used to repay the obligations to any lenders or other holders of indebtedness, guarantees or other obligations and (ii) directly deposited in an account of the Borrower identified by the Borrower in the applicable call notice for the benefit of any lenders or other holders of indebtedness, guarantees or other obligations, in which case funds delivered by such Member pursuant to a capital call shall not be considered a funded contribution if such funds are not delivered into such account;

(f) such Member hereby also acknowledges and agrees that lenders and other holders of indebtedness, guarantees or other obligations will rely upon the statements made in this Agreement in connection with providing financing to the Company; and the terms of any indebtedness, guarantees or other obligations of the Company may, without the consent of such Member, be established and maintained and may be amended, restated, supplemented, replaced, restructured, refinanced or otherwise modified from time to time, including to extend the maturity thereof, and whether by the same lender, or different lenders; provided that no amendment, restatement, or any other modification of the terms of any borrowing, loan, or other extension of credit shall alter the rights of any Member under this Agreement or its related Subscription Agreement;

(g) such Member acknowledges that the Subscription Agreement of such Member contractually obligates it to fund its Commitments in order to pay amounts that may become due under any borrowings or other financings or similar obligations of the Company or any subsidiary of the Company,

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and the payment by such Member of any such amounts that become due and payable by the Company out of such Member’s Undrawn Commitment may be a condition to the effectiveness of (i) any transfer, withdrawal, termination or reduction of Commitments of such Member, or (ii) such Member’s ability to cease funding its Commitment; and

(h) as of the date of this Agreement, the representations and warranties of such Member in its Subscription Agreement are true and correct in all material respects.

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SCHEDULE A

Schedule of Directors

Name	Class	Expiration of Term
Sheila A. Finnerty	Class I	2022
Saverio M. Flemma	Class II	2023
R. David Kelly	Class III	2024
Andrew W. Tarica	Class I	2022
Richard T. Miller	Class II	2023
Laird Landmann	Class III	2024

A-1

SCHEDULE B

Schedule of Audit Committee Members

Name	Position
Sheila A. Finnerty	Member
Saverio M. Flemma	Chairperson
R. David Kelly	Member
Andrew W. Tarica	Member

B-1

SCHEDULE C

Schedule of Officers

Name	Position
Richard T. Miller	President
David Wang	Chief Operating Officer
Andrew Kim	Chief Financial Officer and Treasurer
Gladys Xiques	Chief Compliance Officer
Gayle Espinosa	Secretary
Joseph Magpayo	Assistant Secretary

C-1

Exhibit 1

TCW DIRECT LENDING VIII LLC

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

THIS AGREEMENT (this “Agreement”) is made as of January 21, 2022 by and between TCW DIRECT LENDING VIII LLC, a Delaware limited liability company (the “Company”), and TCW ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Company is a newly organized closed-end management investment fund that intends to elect to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”);

WHEREAS, the Adviser is engaged in the business of providing investment advice and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended;

WHEREAS, the Company desires to retain the Adviser to render investment advisory and management services to the Company in the manner and on the terms hereinafter set forth; and

WHEREAS, the Adviser is willing to perform such services on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and the Adviser hereby agree as follows:

1. Definitions. For the purposes of this Agreement, the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have their respective meanings as defined in the 1940 Act and the rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”) thereunder, and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934 and the rules and regulations adopted by the SEC thereunder, subject, however, in all cases to such exemptions as may be granted by the SEC, such interpretive positions as may be taken by the SEC, and such interpretive or no action positions as may be taken by the SEC staff, The capitalized terms used without definition in this Agreement, unless otherwise indicated, have the respective meanings specified in the Amended and Restated Limited Liability Company Agreement of the Company (as the same may be amended from time to time, the “LLC Agreement”).

2. Appointment.

a. The Company engages the Adviser to provide investment advisory and management services to the Company. This engagement is for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such engagement and agrees to render the services and to assume the obligations set forth in this Agreement, for the compensation provided below.

b. The Adviser, subject to the prior approval of the Company’s board of directors (the “Board”) and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Company for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law.

3. Advisory and Management Services. The Company hereby engages the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board, for the period and upon the terms herein set forth, (a) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form 10 (File No. 000-56287) (and as the same shall be amended from time to time, the “Registration Statement”) and in accordance with the investment objective, policies and restrictions that are set forth in the Company’s private placement memorandum dated March 2021 as it may be amended from time to time; (b) in accordance with all other applicable federal and state laws, rules and regulations, and the LLC Agreement; and (c) in accordance with the 1940 Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement: (i) formulate and implement the Company’s investment program; (ii) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Company (including due diligence on prospective Portfolio Companies); (iv) close, monitor and administer the Company’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Company will originate, purchase, retain, or sell; (vi) place orders for the purchase or sale of portfolio securities for the Company’s account with broker-dealers selected by the Adviser; (vii) pay such expenses as are incurred by it in connection with providing the foregoing services as provided in Section 4 below; (viii) coordinate with the Administrator; and (ix) provide the Company with such other investment advisory, research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a subsidiary of the Company or other special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary of the Company or other special purpose vehicle and to make such investments through such subsidiary of the Company or other special purpose vehicle (in accordance with the 1940 Act).

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4. Reimbursement of Certain Expenses. In addition to the Management Fee and Incentive Fee described below, the Adviser is entitled to the reimbursement of certain expenses incurred on behalf of the Company to the extent described in the Administration Agreement by and between the Company and TCW Asset Management Company LLC (as Administrator).

5. Management Fee.

a. The Company will pay to the Adviser, quarterly in arrears, a management fee (the “Management Fee”) calculated as follows: 0.3125% (i.e., 1.25% per annum) of the average gross assets of the Company on a consolidated basis, with the average determined based on the gross assets of the Company as of the end of the three most recently completed calendar months. “Gross assets” means the amortized cost of Portfolio Investments of the Company (including Portfolio Investments purchased with borrowed funds and other forms of leverage, such as Preferred Units, public and private debt issuances, derivative instruments, repurchase agreements and other similar instruments or arrangements) that have not been sold, distributed to the Members or written off for tax purposes (but reduced by any portion of such cost basis that has been written down to reflect a permanent impairment of value of any Portfolio Investment), and excluding cash and cash equivalents.

b. Installments of the Management Fee payable for any partial month or quarter shall be pro rated for the actual number of days in such period.

c. While the Management Fee will accrue from the Initial Closing Date, the Adviser intends to defer payment of such fee to the extent that such fee is greater than the aggregate amount of interest and fee income earned by the Company.

6. Incentive Fee.

a. Calculation of Incentive Fee. Subject to the Adviser Return Obligation (described in Section 6(c)), the Company shall pay the Adviser an incentive fee (the “Incentive Fee”) as follows. The Incentive Fee will be calculated on a cumulative basis and the amount of the Incentive Fee payable in connection with any distribution (or deemed distribution) will be determined in accordance with the following formula each time amounts are to be distributed to the Common Unitholders:

(i) First, no Incentive Fee will be owed until the Common Unitholders have collectively received cumulative distributions pursuant to this clause (a) equal to their Aggregate Contributions to the Company in respect of all the Common Units;

(ii) Second, no Incentive Fee will be owed until the Common Unitholders have collectively received cumulative distributions equal to a 8.0% internal rate of return on their Aggregate Contributions to the Company in respect of all Common Units (the “Hurdle”);

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(iii) Third, the Adviser will be entitled to an Incentive Fee out of 100% of additional amounts otherwise distributable to Common Unitholders until such time as the Incentive Fee paid to the Adviser is equal to 15% of the sum of (A) the amount by which the Hurdle exceeds the Aggregate Contributions of the Common Unitholders in respect of all Common Units and (B) the amount of Incentive Fee being paid to the Adviser pursuant to this clause (iii); and

(iv) Thereafter, the Adviser will be entitled to an Incentive Fee equal to 15% of additional amounts otherwise distributable to Common Unitholders in respect of all Common Units, with the remaining 85% distributed to the Common Unitholders.

For purposes of calculating the Incentive Fee, as provided in 3.3.2 of the LLC Agreement, Aggregate Contributions shall not include NAV Balancing Contributions or Late-Closer Contributions, and the distributions to Common Unitholders shall not include distributions attributable to Late-Closer Contributions. NAV Balancing Contributions received by the Company will not be treated as amounts distributed to Common Unitholders for purposes of calculating the Incentive Fee. In addition if distributions to which a Defaulting Member otherwise would have been entitled have been withheld pursuant to 6.2.4 of the LLC Agreement, the amounts so withheld shall be treated for such purposes as having been distributed to such Defaulting Member. The amount of any distribution of securities made in kind shall be equal to the fair market value of those securities at the time of distribution determined pursuant to 13.4 of the LLC Agreement.

b. Incentive Fee upon Early Termination. If this Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating this Agreement or (ii) the Company terminating this Agreement for cause, the Company will be required to pay the Adviser a final incentive fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date this Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all of the Company’s investments were liquidated for their current value (but without taking into account any unrealized appreciation of any Portfolio Investment), and any unamortized deferred Portfolio Investment-related fees were deemed accelerated, (B) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (C) the remainder were distributed to Common Unitholders and paid as Incentive Fee in accordance with Section 6(a). The Company will make the Final Incentive Fee Payment in cash on or immediately following the date this Agreement is so terminated. In the case of an early termination, the Adviser Return Obligation under Section 6(c) will not apply in connection with a Final Incentive Fee Payment.

c. Adviser Return Obligation. Each time the Company requires the Unitholders to make a return of distributions pursuant to 11.4 of the LLC Agreement, and after the Company has made its final distribution of assets pursuant to 9.2 of the LLC Agreement (a “Member Recall”), if the Adviser has received aggregate payments of Incentive Fee in excess of the Adviser Target Amount (defined below) as of such time, then the Adviser shall return to the Company in

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cash, in the case of a Member Recall at the same time the Members return such distributions, and otherwise on or before the 90th day after such final distribution of assets by the Company, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event shall the Adviser Return Obligation exceed an amount greater than the aggregate amount of Incentive Fee payments previously received by the Adviser from the Company reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York City and State income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation (assuming that, to the extent such payments are deductible by the Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York City and State income tax rates), as reasonably determined by the Adviser.

The Adviser Return Obligation shall be recomputed to take into account any post- liquidation returns of distributions made by Members pursuant to 11.4 of the LLC Agreement, and any additional Adviser Return Obligation triggered by such post- liquidation returns shall be made by the Adviser contemporaneously with such post- liquidation returns by the Members.

d. Relevant Definitions. The “Adviser Target Amount” is, as of any time, the aggregate amount that would be paid to the Adviser as Incentive Fee as of such time, determined as if all amounts previously distributed to the Members pursuant to Article 7 and Article 9 of the LLC Agreement (net of amounts returned by the Members to the Company pursuant to 11.4 of the LLC Agreement and amounts then owed by the Company to creditors) had been retained by the Company and distributed to the Members pursuant to 9.2 of the LLC Agreement as of such time; provided, however, that in determining the amounts distributable to each Member pursuant to 9.2 of the LLC Agreement, each Member’s Hurdle shall be determined based on the timing of amounts previously distributed to such Member with respect to its Common Units, and the fair market value of any property distributed in kind by the Company shall be determined as of the time of distribution.

7. Payment of Expenses and Fees to the Adviser upon Removal. Upon the termination of this Agreement, the former Adviser or its estate or legal representatives shall be entitled to receive from the Company (a) any reimbursements of expenses due and owing to it by the Company; provided, however, that the Adviser shall be responsible for any expenses it incurs in connection with such removal, and (b) accrued and unpaid Management Fees and Incentive Fees, in each case computed through the effective date of the removal on a pro-rated basis. The right of the Adviser, its estate or legal representatives to the payment of said amounts shall be subject to any claim for damages which the Company or any Member may have against the Adviser, its estate or legal representatives in connection with such removal.

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8. Services Not Exclusive. Nothing contained in this Agreement shall prevent the Adviser or any affiliated Person of the Adviser from acting as investment adviser or manager for any other Person, firm or corporation (including any other investment company), whether or not the investment objectives or policies of any such other Person, firm or corporation are similar to those of the Company, and shall not in any way bind or restrict the Adviser or any such affiliated Person from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any such affiliated Person may be acting. While information and recommendations supplied to the Company shall, in the Adviser’s judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, they may be different from the information and recommendations supplied by the Adviser or its affiliates to other investment companies, funds and advisory accounts. The Company shall be entitled to equitable treatment under the circumstances in receiving information, recommendations and any other services, but the Company recognizes that it is not entitled to receive preferential treatment as compared with the treatment given by the Adviser to any other investment company, fund or advisory account.

9. Portfolio Transactions and Brokerage. To the extent brokers or dealers are utilized in portfolio transactions for the Company, the Adviser shall endeavor to obtain on behalf of the Company the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the “brokerage and research services” provided to the Company and/or other accounts over which the Adviser or an affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay a broker or dealer which provides such brokerage and research services a commission for executing a portfolio transaction for the Company which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms of that particular transaction or in terms of the overall responsibilities of the Adviser to the Company.

10. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser agrees that all records that it maintains for the Company are the property of the Company and further agrees to surrender promptly to the Company any of such records upon the Company’s request. The Adviser further agrees to preserve for the periods prescribed by Rule 31a- 2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.

11. Limitation of Liability. Neither the Adviser, nor any director, officer, agent or employee of the Adviser, shall be liable or responsible to the Company or any of its Members for (a) any mistake in judgment, (b) any act performed or omission made by such Person, or (c) losses due to the mistake, action, inaction or negligence of other agents of the Company (x) if such Person did not act in bad faith, and (y) if such conduct did not constitute willful misfeasance, gross negligence, or reckless disregard of the duties involved in the conduct of such Person’s respective position.

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The Adviser shall be indemnified by the Company as an Indemnitee in accordance with the terms of 11.2 of the LLC Agreement.

12. Nature of Relationship. The Company and the Adviser are not partners or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on either of them. The Adviser is an independent contractor and, except as expressly provided or authorized in this Agreement, shall have no authority to act for or represent the Company.

13. Duration and Termination.

a. This Agreement shall become effective upon its execution and shall continue in effect until two years from the date hereof, provided it is approved by the vote of a “majority of the outstanding voting securities” of the Company. Thereafter, this Agreement shall continue in effect from year to year, provided its continuance is specifically approved at least annually (a) by vote of a “majority of the outstanding voting securities” of the Company or by vote of the Board, and (b) by vote of a majority of the Independent Directors, cast in person at a meeting called for the purpose of voting on such approval. The Company (either by vote of its Board or by vote of a “majority of the outstanding voting securities” of the Company) may, at any time and without payment of any penalty, terminate this Agreement upon 60 days’ written notice to the Adviser. This Agreement shall automatically and immediately terminate in the event of its “assignment.” The Adviser may terminate this Agreement without payment of any penalty on 60 days’ written notice to the Company.

b. Notwithstanding the termination or expiration of this Agreement, the Adviser shall be entitled to any amounts owed under this Agreement through the date of termination or expiration and Section 11 shall continue in force and effect and apply to the Administrator and all Indemnified Parties as and to the extent applicable.

14. Notices. Any notice under this Agreement shall be given in writing, addressed and delivered to the party to this Agreement entitled to receive such notice at such address as such party may designate in writing and shall be deemed to have been given when personally delivered, mailed by certified mail, return receipt requested, sent by reliable overnight courier, or transmitted by electronic facsimile or electronic mail to the principal office of the Adviser or the Company, as the case may be.

15. Non-waiver of Rights. Nothing contained in this Agreement shall constitute a waiver by the Company of any of its legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.

16. Amendment. This Agreement may be modified or amended only by a writing signed by the parties hereto, provided, however, that the parties shall not amend this Agreement in a manner that is inconsistent with, or would result in a breach of, the LLC Agreement.

17. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York (without giving effect to principles of conflict of laws of the State of New York) and the applicable provisions of the 1940 Act. To the extent applicable law of the State of New York, or any of the provisions herein conflict with applicable provisions of the 1940 Act, the latter shall control.

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18. Sole Agreement. This Agreement reflects the sole understanding of the parties hereto with respect to the subject matter hereof and supersedes and replaces all agreements between the Company and the Adviser with respect to the subject matter hereof.

19. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

20. Severability. In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions or portion of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date first above written.

TCW ASSET MANAGEMENT COMPANY LLC
By:
	Name: Meredith Jackson
	Title: Executive Vice President and General Counsel

By:
	Name: Zachary Edelman
	Title: Vice President

TCW DIRECT LENDING VIII LLC
By:
	Name: Andrew Kim
	Title: Chief Financial Officer and Treasure

By:
	Name: Gladys Xiques
	Title: Chief Compliance Officer

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Exhibit 2

Adviser Representations Letter

TCW Asset Management Company

865 South Figueroa Street, 21st Floor

Los Angeles, CA 90017

January 21, 2022

TCW Direct Lending VIII LLC and its Members

200 Clarendon Street, 51st Floor,

Boston, Massachusetts 02116

The capitalized terms used without definition in this letter, unless otherwise indicated, have the respective meanings specified in the Amended and Restated Limited Liability Company Agreement of TCW Direct Lending VIII LLC (as the same may be amended from time to time, the “LLC Agreement”). TCW Asset Management Company (the “Adviser”) hereby makes the following representations, warranties and covenants for the benefit of the Company and each of its Members. The Adviser intends and agrees that the provisions of this letter may be enforced by the Company or by one or more Members of the Company acting in their individual capacity.

1. On or prior to the Final Closing Date, the Adviser and its partners and affiliates will make Commitments to the Company that, in the aggregate, equal at least 1% of the aggregate Commitments of all Common Unitholders.

2. Without the prior consent of a Supermajority in Interest of the Common Unitholders, the Adviser shall cause at least 50% of the economics related to the right to receive the Incentive Fee to be for the benefit of the current or former employees of the Adviser (or its affiliates) that are or were part of the Adviser’s Private Credit Group.

3. If the Adviser manages a Parallel Fund, the Adviser shall use reasonable best efforts to cause (i) any investment by the Parallel Fund in a particular investment alongside the Company, subject to applicable legal, tax, and regulatory considerations, including SEC exemptive orders, to be made at substantially the same time and on the same terms as the Company, and (ii) the Company and each Parallel Fund to dispose of their investments in a Portfolio Investment at the same time and on substantially the same terms, to the extent practicable.

4. During the Company’s Commitment Period, the Adviser will cause the Company to be allocated the right to invest in each investment suitable for the Company that is sourced by the Adviser’s Private Credit Group and which can be allocated to the Company in accordance with applicable regulatory requirements.

5. Subject to the 1940 Act, unless otherwise consented to by a majority in interest of the Common Unitholders, the Adviser will not make investments for a Successor Fund until the earliest of (i) the date on which an amount equal to at least 75% of the aggregate Commitments of all Members (other than the Commitments of defaulting Members) has been invested, committed, reserved for follow-on investments in existing Portfolio Companies or expended or reserved for anticipated Company expenses or other obligations, (ii) the last day of the Commitment Period, (iii) the date that the Adviser ceases

to serve as the Adviser to the Company, and (iv) dissolution of the Company. For the avoidance of doubt, the foregoing shall in no way prohibit the Adviser or any of its Affiliates from investing outside of the Company in any investments that are substantially similar to the types of Portfolio Investments to be made by the Company in the event that (i) the Company is legally or contractually prohibited from making such investment or does not otherwise have the capacity to make such investment, and/or (ii) the Adviser determines that such investment is not suitable for the Company.

6. In carrying out its duties and obligations under the Advisory Agreement, the Adviser shall use reasonable best efforts to cause the Company to carry out its intended activities and to cause or permit the Company to satisfy its representations, warranties and covenants (including those related to tax) as set out in the LLC Agreement. In particular, the Adviser shall use reasonable best efforts to:

a. Make or structure each investment in a jurisdiction outside the United States in a manner such that no Member (i) would have any personal liability with respect to such investment (including having to pay income taxes) beyond such Member’s obligations to make contributions or payments to the Company as provided in the LLC Agreement, or (ii) would be required with respect to such investment to file income tax returns in that jurisdiction reporting income (other than any Member who must file such returns without regard to the activities of the Company or who is required to file such returns for the purpose of reducing, eliminating or recovering any taxes withheld on behalf of such Member).

b. Cause the Company to maintain its status as a RIC after it has elected RIC status, including complying with related tests such as source-of-income and asset diversification requirements and distributing annually an amount equal to at least 90% of its “investment company taxable income”, and, if the Company is unable to qualify as a RIC, cause the Company to be classified as a partnership for U.S. federal tax purposes and to conduct the operations of the Company in a manner so as not to create a material amount of UBTI.

7. The Adviser shall procure that each Key Person (for so long as such Key Person remains an employee of the Adviser or a TCW Affiliate) devotes such time and attention to the Company as reasonably necessary or appropriate to ensure the Company’s proper operation and performance, within the parameters of the Adviser’s duties under the Advisory Agreement.

8. The Adviser has established and will maintain internal controls, policies and procedures reasonably designed to ensure material compliance with all applicable anti-money laundering, anti-terrorism laws and anti-bribery laws, as well as applicable rules and regulations imposed by applicable securities laws. To the extent permitted under applicable law, the Adviser will promptly notify the Company and the Members of any claims and formal charges brought by a governmental or regulatory authority based on material non-compliance by the Adviser or any Key Person’s material non-compliance with any law related to (or that could reasonably have an impact on) the Company or the Adviser’s performance of its duties under the Advisory Agreement, including anti-money laundering, anti-terrorism or anti-bribery laws, which notification will provide a reasonably detailed written explanation of such action; provided that to the extent that the Adviser determines it to be in the best interests of the Company (taken as a whole) to maintain confidentiality, certain information may be redacted or withheld to the extent that (and only for so long as) such information must be withheld for the benefit of the Company.

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9. The Adviser shall not cause the Company to buy Portfolio Investments from or sell Portfolio Investments to the Adviser, a Key Person, or a TCW Affiliate (a “Related Party Transaction”) without the prior consent of the Board, provided that any such Related Party Transaction is to be made in accordance with regulatory requirements, including SEC exemptive orders if required. The Adviser shall notify each Member of any such Related Party Transaction in the Company reports issued for the quarter in which such reportable event occurred.

10. The Adviser shall not, and shall use reasonable best efforts to procure that the Key Persons do not, enter into any transaction which, at the time of such transaction, would violate in any material way its obligations to the Company as described herein or which would make it impossible for the Company to carry on its intended activities.

11. If the Board determines to make a partnership election pursuant to Section 13.7.1. of the LLC Agreement, the Adviser will use commercially reasonable efforts to effect the partnership election and conduct operations of the Company following such election so as to not create a material amount of income effectively connected with the conduct of a trade or business in the United States as described in IRS Code Section 864 (“Effectively Connected Income”) for those affected Members; provided that no assurances are being given by the Adviser that the U.S. tax authorities would hold the view that methods currently being used by market participants, including but not limited to seasoning and selling assets, would effectively reduce or eliminate Effectively Connected Income at the time of such partnership election.

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IN WITNESS WHEREOF, the undersigned has executed this letter effective as of the date first above written.

TCW ASSET MANAGEMENT COMPANY
By:
	Name: Meredith Jackson
	Title: Executive Vice President and General Counsel

By:
	Name: Zachary Edelman
	Title: Vice President

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EX-10.1

Execution Version

TCW DIRECT LENDING VIII LLC

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

THIS AGREEMENT (this “Agreement”) is made as of January 21, 2022 by and between TCW DIRECT LENDING VIII LLC, a Delaware limited liability company (the “Company”), and TCW ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Company is a newly organized closed-end management investment fund that intends to elect to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”);

WHEREAS, the Adviser is engaged in the business of providing investment advice and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended;

WHEREAS, the Company desires to retain the Adviser to render investment advisory and management services to the Company in the manner and on the terms hereinafter set forth; and

WHEREAS, the Adviser is willing to perform such services on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and the Adviser hereby agree as follows:

1. Definitions. For the purposes of this Agreement, the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have their respective meanings as defined in the 1940 Act and the rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”) thereunder, and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934 and the rules and regulations adopted by the SEC thereunder, subject, however, in all cases to such exemptions as may be granted by the SEC, such interpretive positions as may be taken by the SEC, and such interpretive or no action positions as may be taken by the SEC staff, The capitalized terms used without definition in this Agreement, unless otherwise indicated, have the respective meanings specified in the Amended and Restated Limited Liability Company Agreement of the Company (as the same may be amended from time to time, the “LLC Agreement”).

2. Appointment.

a. The Company engages the Adviser to provide investment advisory and management services to the Company. This engagement is for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such engagement and agrees to render the services and to assume the obligations set forth in this Agreement, for the compensation provided below.

b. The Adviser, subject to the prior approval of the Company’s board of directors (the “Board”) and, to the extent required, the Members, may from time to time enter into one or more sub-advisory agreements with other investment advisers (each a “Sub-Adviser”) as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement; provided, however, that the compensation of any Sub-Adviser shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Company for the acts and omissions of any Sub-Adviser as it is for its own acts and omissions. Any sub-advisory agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and other applicable federal and state law.

3. Advisory and Management Services. The Company hereby engages the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the Board, for the period and upon the terms herein set forth, (a) in accordance with the investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form 10 (File No. 000-56287) (and as the same shall be amended from time to time, the “Registration Statement”) and in accordance with the investment objective, policies and restrictions that are set forth in the Company’s private placement memorandum dated March 2021 as it may be amended from time to time; (b) in accordance with all other applicable federal and state laws, rules and regulations, and the LLC Agreement; and (c) in accordance with the 1940 Act. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement: (i) formulate and implement the Company’s investment program; (ii) determine the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (iii) identify/source, research, evaluate and negotiate the structure of the investments made by the Company (including due diligence on prospective Portfolio Companies); (iv) close, monitor and administer the Company’s investments, including the exercise of any rights in its capacity as a lender; (v) determine the securities and other assets that the Company will originate, purchase, retain, or sell; (vi) place orders for the purchase or sale of portfolio securities for the Company’s account with broker-dealers selected by the Adviser; (vii) pay such expenses as are incurred by it in connection with providing the foregoing services as provided in Section 4 below; (viii) coordinate with the Administrator; and (ix) provide the Company with such other investment advisory, research, and related services as the Company may, from time to time, reasonably require for the investment of its funds, including providing operating and managerial assistance to the Company and its portfolio companies as required. Subject to the supervision of the Board, the Adviser shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Adviser will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Adviser to make investments on behalf of the Company through a subsidiary of the Company or other special purpose vehicle, the Adviser shall have authority to create or arrange for the creation of such subsidiary of the Company or other special purpose vehicle and to make such investments through such subsidiary of the Company or other special purpose vehicle (in accordance with the 1940 Act).

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4. Reimbursement of Certain Expenses. In addition to the Management Fee and Incentive Fee described below, the Adviser is entitled to the reimbursement of certain expenses incurred on behalf of the Company to the extent described in the Administration Agreement by and between the Company and TCW Asset Management Company LLC (as Administrator).

5. Management Fee.

a. The Company will pay to the Adviser, quarterly in arrears, a management fee (the “Management Fee”) calculated as follows: 0.3125% (i.e., 1.25% per annum) of the average gross assets of the Company on a consolidated basis, with the average determined based on the gross assets of the Company as of the end of the three most recently completed calendar months. “Gross assets” means the amortized cost of Portfolio Investments of the Company (including Portfolio Investments purchased with borrowed funds and other forms of leverage, such as Preferred Units, public and private debt issuances, derivative instruments, repurchase agreements and other similar instruments or arrangements) that have not been sold, distributed to the Members or written off for tax purposes (but reduced by any portion of such cost basis that has been written down to reflect a permanent impairment of value of any Portfolio Investment), and excluding cash and cash equivalents.

b. Installments of the Management Fee payable for any partial month or quarter shall be pro rated for the actual number of days in such period.

c. While the Management Fee will accrue from the Initial Closing Date, the Adviser intends to defer payment of such fee to the extent that such fee is greater than the aggregate amount of interest and fee income earned by the Company.

6. Incentive Fee.

a. Calculation of Incentive Fee. Subject to the Adviser Return Obligation (described in Section 6(c)), the Company shall pay the Adviser an incentive fee (the “Incentive Fee”) as follows. The Incentive Fee will be calculated on a cumulative basis and the amount of the Incentive Fee payable in connection with any distribution (or deemed distribution) will be determined in accordance with the following formula each time amounts are to be distributed to the Common Unitholders:

(i) First, no Incentive Fee will be owed until the Common Unitholders have collectively received cumulative distributions pursuant to this clause (a) equal to their Aggregate Contributions to the Company in respect of all the Common Units;

(ii) Second, no Incentive Fee will be owed until the Common Unitholders have collectively received cumulative distributions equal to a 8.0% internal rate of return on their Aggregate Contributions to the Company in respect of all Common Units (the “Hurdle”);

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(iii) Third, the Adviser will be entitled to an Incentive Fee out of 100% of additional amounts otherwise distributable to Common Unitholders until such time as the Incentive Fee paid to the Adviser is equal to 15% of the sum of (A) the amount by which the Hurdle exceeds the Aggregate Contributions of the Common Unitholders in respect of all Common Units and (B) the amount of Incentive Fee being paid to the Adviser pursuant to this clause (iii); and

(iv) Thereafter, the Adviser will be entitled to an Incentive Fee equal to 15% of additional amounts otherwise distributable to Common Unitholders in respect of all Common Units, with the remaining 85% distributed to the Common Unitholders.

For purposes of calculating the Incentive Fee, as provided in 3.3.2 of the LLC Agreement, Aggregate Contributions shall not include NAV Balancing Contributions or Late-Closer Contributions, and the distributions to Common Unitholders shall not include distributions attributable to Late-Closer Contributions. NAV Balancing Contributions received by the Company will not be treated as amounts distributed to Common Unitholders for purposes of calculating the Incentive Fee. In addition if distributions to which a Defaulting Member otherwise would have been entitled have been withheld pursuant to 6.2.4 of the LLC Agreement, the amounts so withheld shall be treated for such purposes as having been distributed to such Defaulting Member. The amount of any distribution of securities made in kind shall be equal to the fair market value of those securities at the time of distribution determined pursuant to 13.4 of the LLC Agreement.

b. Incentive Fee upon Early Termination. If this Agreement terminates early for any reason other than (i) the Adviser voluntarily terminating this Agreement or (ii) the Company terminating this Agreement for cause, the Company will be required to pay the Adviser a final incentive fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date this Agreement is so terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (A) all of the Company’s investments were liquidated for their current value (but without taking into account any unrealized appreciation of any Portfolio Investment), and any unamortized deferred Portfolio Investment-related fees were deemed accelerated, (B) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (C) the remainder were distributed to Common Unitholders and paid as Incentive Fee in accordance with Section 6(a). The Company will make the Final Incentive Fee Payment in cash on or immediately following the date this Agreement is so terminated. In the case of an early termination, the Adviser Return Obligation under Section 6(c) will not apply in connection with a Final Incentive Fee Payment.

c. Adviser Return Obligation.

Each time the Company requires the Unitholders to make a return of distributions pursuant to 11.4 of the LLC Agreement, and after the Company has made its final distribution of assets pursuant to 9.2 of the LLC Agreement (a “Member Recall”), if the Adviser has received aggregate payments of Incentive Fee in excess of the Adviser Target

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Amount (defined below) as of such time, then the Adviser shall return to the Company in cash, in the case of a Member Recall at the same time the Members return such distributions, and otherwise on or before the 90th day after such final distribution of assets by the Company, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event shall the Adviser Return Obligation exceed an amount greater than the aggregate amount of Incentive Fee payments previously received by the Adviser from the Company reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York City and State income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation (assuming that, to the extent such payments are deductible by the Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York City and State income tax rates), as reasonably determined by the Adviser.

The Adviser Return Obligation shall be recomputed to take into account any post- liquidation returns of distributions made by Members pursuant to 11.4 of the LLC Agreement, and any additional Adviser Return Obligation triggered by such post- liquidation returns shall be made by the Adviser contemporaneously with such post- liquidation returns by the Members.

d. Relevant Definitions.

The “Adviser Target Amount” is, as of any time, the aggregate amount that would be paid to the Adviser as Incentive Fee as of such time, determined as if all amounts previously distributed to the Members pursuant to Article 7 and Article 9 of the LLC Agreement (net of amounts returned by the Members to the Company pursuant to 11.4 of the LLC Agreement and amounts then owed by the Company to creditors) had been retained by the Company and distributed to the Members pursuant to 9.2 of the LLC Agreement as of such time; provided, however, that in determining the amounts distributable to each Member pursuant to 9.2 of the LLC Agreement, each Member’s Hurdle shall be determined based on the timing of amounts previously distributed to such Member with respect to its Common Units, and the fair market value of any property distributed in kind by the Company shall be determined as of the time of distribution.

7. Payment of Expenses and Fees to the Adviser upon Removal. Upon the termination of this Agreement, the former Adviser or its estate or legal representatives shall be entitled to receive from the Company (a) any reimbursements of expenses due and owing to it by the Company; provided, however, that the Adviser shall be responsible for any expenses it incurs in connection with such removal, and (b) accrued and unpaid Management Fees and Incentive Fees, in each case computed through the effective date of the removal on a pro-rated basis. The right of the Adviser, its estate or legal representatives to the payment of said amounts shall be subject to any claim for damages which the Company or any Member may have against the Adviser, its estate or legal representatives in connection with such removal.

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8. Services Not Exclusive. Nothing contained in this Agreement shall prevent the Adviser or any affiliated Person of the Adviser from acting as investment adviser or manager for any other Person, firm or corporation (including any other investment company), whether or not the investment objectives or policies of any such other Person, firm or corporation are similar to those of the Company, and shall not in any way bind or restrict the Adviser or any such affiliated Person from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any such affiliated Person may be acting. While information and recommendations supplied to the Company shall, in the Adviser’s judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, they may be different from the information and recommendations supplied by the Adviser or its affiliates to other investment companies, funds and advisory accounts. The Company shall be entitled to equitable treatment under the circumstances in receiving information, recommendations and any other services, but the Company recognizes that it is not entitled to receive preferential treatment as compared with the treatment given by the Adviser to any other investment company, fund or advisory account.

9. Portfolio Transactions and Brokerage. To the extent brokers or dealers are utilized in portfolio transactions for the Company, the Adviser shall endeavor to obtain on behalf of the Company the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the “brokerage and research services” provided to the Company and/or other accounts over which the Adviser or an affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay a broker or dealer which provides such brokerage and research services a commission for executing a portfolio transaction for the Company which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms of that particular transaction or in terms of the overall responsibilities of the Adviser to the Company.

10. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser agrees that all records that it maintains for the Company are the property of the Company and further agrees to surrender promptly to the Company any of such records upon the Company’s request. The Adviser further agrees to preserve for the periods prescribed by Rule 31a- 2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.

11. Limitation of Liability. Neither the Adviser, nor any director, officer, agent or employee of the Adviser, shall be liable or responsible to the Company or any of its Members for (a) any mistake in judgment, (b) any act performed or omission made by such Person, or (c) losses due to the mistake, action, inaction or negligence of other agents of the Company (x) if such Person did not act in bad faith, and (y) if such conduct did not constitute willful misfeasance, gross negligence, or reckless disregard of the duties involved in the conduct of such Person’s respective position. The Adviser shall be indemnified by the Company as an Indemnitee in accordance with the terms of 11.2 of the LLC Agreement.

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12. Nature of Relationship. The Company and the Adviser are not partners or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on either of them. The Adviser is an independent contractor and, except as expressly provided or authorized in this Agreement, shall have no authority to act for or represent the Company.

13. Duration and Termination.

a. This Agreement shall become effective upon its execution and shall continue in effect until two years from the date hereof, provided it is approved by the vote of a “majority of the outstanding voting securities” of the Company. Thereafter, this Agreement shall continue in effect from year to year, provided its continuance is specifically approved at least annually (a) by vote of a “majority of the outstanding voting securities” of the Company or by vote of the Board, and (b) by vote of a majority of the Independent Directors, cast in person at a meeting called for the purpose of voting on such approval. The Company (either by vote of its Board or by vote of a “majority of the outstanding voting securities” of the Company) may, at any time and without payment of any penalty, terminate this Agreement upon 60 days’ written notice to the Adviser. This Agreement shall automatically and immediately terminate in the event of its “assignment.” The Adviser may terminate this Agreement without payment of any penalty on 60 days’ written notice to the Company.

b. Notwithstanding the termination or expiration of this Agreement, the Adviser shall be entitled to any amounts owed under this Agreement through the date of termination or expiration and Section 11 shall continue in force and effect and apply to the Administrator and all Indemnified Parties as and to the extent applicable.

14. Notices. Any notice under this Agreement shall be given in writing, addressed and delivered to the party to this Agreement entitled to receive such notice at such address as such party may designate in writing and shall be deemed to have been given when personally delivered, mailed by certified mail, return receipt requested, sent by reliable overnight courier, or transmitted by electronic facsimile or electronic mail to the principal office of the Adviser or the Company, as the case may be.

15. Non-waiver of Rights. Nothing contained in this Agreement shall constitute a waiver by the Company of any of its legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.

16. Amendment. This Agreement may be modified or amended only by a writing signed by the parties hereto, provided, however, that the parties shall not amend this Agreement in a manner that is inconsistent with, or would result in a breach of, the LLC Agreement.

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17. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York (without giving effect to principles of conflict of laws of the State of New York) and the applicable provisions of the 1940 Act. To the extent applicable law of the State of New York, or any of the provisions herein conflict with applicable provisions of the 1940 Act, the latter shall control.

18. Sole Agreement. This Agreement reflects the sole understanding of the parties hereto with respect to the subject matter hereof and supersedes and replaces all agreements between the Company and the Adviser with respect to the subject matter hereof.

19. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

20. Severability. In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions or portion of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date first above written.

TCW ASSET MANAGEMENT COMPANY LLC
By:	/s/ Meredith Jackson
	Name: Meredith Jackson
	Title: Executive Vice President and General Counsel
By:	/s/ Zachary Edelman
	Name: Zachary Edelman
	Title: Vice President

TCW DIRECT LENDING VIII LLC
By:	/s/ Andrew Kim
	Name: Andrew Kim
	Title: Chief Financial Officer and Treasure
By:	/s/ Gladys Xiques
	Name: Gladys Xiques
	Title: Chief Compliance Officer

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EX-10.2

Execution Version

ADMINISTRATION AGREEMENT

This Administration Agreement (“Agreement”) is made as of January 21, 2022 by and between TCW DIRECT LENDING VIII LLC, a Delaware limited liability company (the “Company”), and TCW ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Administrator”).

W I T N E S S E T H:

WHEREAS, the Company is a closed-end management investment fund that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act” or “Investment Company Act”);

WHEREAS, the Company desires to retain the Administrator to provide administrative services to the Company in the manner and on the terms hereinafter set forth; and

WHEREAS, the Administrator is willing to provide administrative services to the Company on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and the Administrator hereby agree as follows:

1. Definitions

The capitalized terms used without definition in this Agreement have the respective meanings specified in the Company’s Amended and Restated Limited Liability Company Agreement (“LLC Agreement”).

2. Duties of the Administrator

(a) Employment of Administrator. The Company hereby employs the Administrator to act as administrator of the Company, and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Directors of the Company (the “Board”), for the period and on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below. The Administrator and such others shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Company in any way or otherwise be deemed agents of the Company.

(b) Services. The Administrator shall perform (or oversee, or arrange for the performance of) the administrative services necessary for the operation of the Company. Without limiting the generality of the foregoing, the Administrator shall:

(i) provide the Company with general overhead, including office facilities and equipment, and clerical, bookkeeping and record keeping services at such facilities,

(ii) oversee the maintenance of the Company’s financial records and otherwise assist with the Company’s compliance with BDC and RIC rules,

(iii) monitor the payment of the Company’s expenses,

(iv) on behalf of the Company, conduct relations with custodians, depositories, transfer agents, disbursing agents, other servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other person in any other capacity deemed to be necessary or desirable, including, but not limited to, negotiating agreements, reviewing performance of duties and directing actions of any such third party service providers,

(v) be responsible for the financial and other records that the Company is required to maintain and shall prepare and disseminate reports to Members and reports and other materials to be filed with the SEC or other regulators,

(vi) assist the Company in determining and publishing (as necessary or appropriate) the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns and generally overseeing the payment of the Company’s expenses, and

(vii) provide such other services as the Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement.

The Administrator shall have the authority to execute, on behalf of the Company, any orders, certifications or agreements incidental to the duties it performs for the Company hereunder.

The Administrator shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company as it shall determine to be desirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, provide any advice or recommendation relating to the securities and other assets that the Company should purchase, retain or sell or any other investment advisory services to the Company.

The Administrator will provide on the Company’s behalf significant managerial assistance to those Portfolio Companies to which the Company is required to provide such assistance.

The Administrator may engage one or more third parties to perform all or a portion of the foregoing services.

3. Records

The Administrator agrees to maintain and keep all books, accounts and other records of the Company that relate to activities performed by the Administrator hereunder and will maintain and keep such books, accounts and records in accordance with the Investment Company Act. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that all records which it maintains for the Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. The Administrator further agrees that all records that it maintains for the Company pursuant to Rule 31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.

4. Confidentiality

The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other party hereto solely for the purposes contemplated by this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

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5. Compensation; Allocation of Costs and Expenses

In full consideration of the provision of the services of the Administrator, subject to the Company Expenses Limitation described below, the Company will reimburse the Administrator for expenses incurred by it on behalf of the Company in performing its obligations under this Agreement. The Administrator may perform these services directly, may delegate some or all of them through the retention of a sub-administrator and may remove or replace any sub-administrator. The Administrator agrees that it will not charge total fees pursuant to this Agreement that would exceed its reasonable estimate of what a qualified third party would charge to perform substantially similar services.

Subject to the Company Expenses Limitation (as defined below), the Company shall bear and be responsible for all costs, expenses and liabilities in connection with the organization, operations, administration and transactions of the Company (“Company Expenses”). Company Expenses shall include, without limitation: (a) Organizational Expenses and expenses associated with the issuance of the Units and organizational expenses of a related entity organized and managed by TCW as a feeder fund for Fund VIII and issuance of interests therein; (b) expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providing administrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding Portfolio Companies; (e) costs associated with the Company’s reporting and compliance obligations under the 1940 Act, 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expenses payable under the Administration Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes and other governmental charges assessed against the Company; (n) Independent Directors’ fees and expenses and the costs associated with convening a meeting of the Board or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of Unitholders or holders of any Preferred Units; (p) costs of any reports, proxy statements or other notices to Unitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of the Company’s financial statements and tax returns; (r) the Company’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company; (u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale of securities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the LLC Agreement or the Advisory Agreement or related documents of the Company or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business.

Notwithstanding the foregoing, the Company will not bear more than (a) an amount equal to 10 basis points of the aggregate Commitments of the Company for Organizational Expenses and offering expenses in connection with the offering of Units through the Closing Period and (b) 12.5 basis points of the greater of total commitments or total assets computed annually for Company Expenses (“Company Expenses Limitation”); provided, that, any amount by which actual annual expenses in (b) exceed the Company Expenses Limitation shall be reimbursed to the Company

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by Adviser in the year such excess is incurred with any partial year assessed and reimbursed on a pro rata basis; and provided, further, that in determining the Company Expenses subject to the Company Expenses Limitation in (b), the following expenses shall be excluded and shall be borne by the Company as incurred without regard to the Company Expenses Limitation in (b): the Management Fee, the Incentive Fee, Organizational and offering expenses (which are subject to the separate cap), amounts incurred in connection with the Company’s borrowings (including collateral agent (security trustee) fees, interest, bank fees, legal fees and other transactional expenses arising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against the Company, out-of-pocket expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs and expenses of the valuation of the Portfolio Investments performed by the Company’s independent auditors in order to comply with applicable Public Company Accounting Oversight Board standards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expenses and liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with an investment), out-of-pocket legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator pertaining to the Company, out-of-pocket costs and expenses relating to any reorganization or liquidation of the Company, directors and officers/errors and omissions liability insurance, and any extraordinary expenses (such as litigation expenses and indemnification payments). Notwithstanding the foregoing, amounts reimbursed pursuant to the Company Expenses Limitation in any year may be carried forward by the Adviser and recouped in future years where the Company Expenses Limitation is not exceeded but in no event will the Company carryforward to future periods the amount by which actual annual Company Expenses for a year exceed the Company Expenses Limitation for more than three years from the date on which such expenses were reimbursed.

6. Limitation of Liability of the Administrator; Indemnification

Neither the Administrator, nor any director, officer, agent or employee of the Administrator, shall be liable or responsible to the Company or any of its Members for (a) any mistake in judgment, (b) any act performed or omission made by such person, or (c) losses due to the mistake, action, inaction or negligence of other agents of the Company (x) if such person did not act in bad faith, and (y) if such conduct did not constitute willful misfeasance, gross negligence, or reckless disregard of the duties involved in the conduct of such person’s respective position. The Administrator shall be indemnified by the Company as an Indemnitee in accordance with the terms of 11.2 of the LLC Agreement.

7. Activities of the Administrator

The services of the Administrator to the Company are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render services to others. It is understood that directors, officers, employees and members of the Company are or may become interested in the Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise, and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

8. Duration and Termination of this Agreement

(a) This Agreement shall become effective upon its execution and shall continue in effect until two years from the date of the Original Agreement. Thereafter, this Agreement shall continue in effect from year to year, provided its continuance is specifically approved at least annually (a) by vote of a “majority of the outstanding voting securities” of the Company or by vote of the Board, and (b) by vote of a majority of the Independent Directors, cast in person at a meeting called for the purpose of voting on such approval. The Company (either by vote of its Board of Directors or by vote of a “majority of the outstanding voting securities” of the Company) may, at any time and without payment of any penalty, terminate this Agreement upon 60 days’ written notice to the Administrator. This Agreement shall automatically and immediately terminate in the event of its “assignment.” The Administrator may terminate this Agreement without payment of any penalty on 60 days’ written notice to the Company. This Agreement shall become effective as of the first date above written.

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(b) Notwithstanding the termination or expiration of this Agreement, the Administrator shall be entitled to any amounts owed under Section 5 through the date of termination or expiration and Section 6 shall continue in force and effect and apply to the Administrator and all Indemnified Parties as and to the extent applicable.

(c) This Agreement may not be assigned by a party without the consent of the other party; provided, however, that the rights and obligations of the Company under this Agreement shall not be deemed to be assigned to a newly formed entity in the event of the merger of the Company into, or conveyance of all of the assets of the Company to, such newly formed entity, provided that the sole purpose of that merger or conveyance is to effect a mere change in the Company’s legal form into another limited liability entity.

9. Notices

Any notice under this Agreement shall be given in writing, addressed and delivered to the party to this Agreement entitled to receive such notice at such address as such party may designate in writing and shall be deemed to have been given when personally delivered, mailed by certified mail, return receipt requested, sent by reliable overnight courier, or transmitted by electronic facsimile or electronic mail to the principal office of the Administrator or the Company, as the case may be.

10. Non-waiver of Rights

Nothing contained in this Agreement shall constitute a waiver by the Company of any of its legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.

11. Amendment

This Agreement may be modified or amended only by a writing signed by the parties hereto, provided, however, that the parties shall not amend this Agreement in a manner that is inconsistent with, or would result in a breach of, the LLC Agreement.

12. Governing Law

This Agreement shall be construed in accordance with the laws of the State of New York (without giving effect to principles of conflict of laws of the State of New York) and the applicable provisions of the 1940 Act. To the extent applicable law of the State of New York, or any of the provisions herein conflict with applicable provisions of the 1940 Act, the latter shall control.

13. Sole Agreement

This Agreement reflects the sole understanding of the parties hereto with respect to the subject matter hereof and supersedes and replaces all agreements between the Company and the Administrator with respect to the subject matter hereof.

14. Counterparts

This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

15. Severability

In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions or portion of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date first above written.

TCW ASSET MANAGEMENT COMPANY LLC
By:	/s/ Meredith Jackson
	Name: Meredith Jackson
	Title: Executive Vice President & General Counsel

By:	/s/ Zachary Edelman
	Name: Zachary Edelman
	Title: Vice President

TCW DIRECT LENDING VIII LLC
By:	/s/ Andrew Kim
	Name: Andrew Kim
	Title: Chief Financial Officer and Treasurer

[Signature page to Administration Agreement]

EXHIBIT A

JOINDER AGREEMENT

The undersigned feeder fund vehicle (the “Feeder Fund”) has as of January 21, 2022, executed this Joinder Agreement (the “Joinder”) to the Administration Agreement (“Administration Agreement”) made as of January 21, 2022 by and between TCW DIRECT LENDING VIII LLC (the “Master Fund”), a Delaware limited liability company and TCW ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Administrator”).

By executing this Joinder, the Feeder Fund and Administrator hereby agree as follows:

1. Section 2(b) of the Administration Agreement shall hereby be supplemented such that the Administrator shall provide to the Feeder Fund the same services enumerated in the Administration Agreement to be provided to the Master Fund.

2. In consideration for the foregoing services to be provided by the Administrator pursuant to the foregoing provision, the Feeder Fund shall pay to the Administrator a fee of $25,000 per annum (pro-rated for any period of less than a full calendar year).

3. The other provisions of the Administration Agreement shall be read to apply to the Feeder Fund, mutatis mutandis, as the context may require, as determined by the Administrator in its reasonable discretion. This Joinder is entered into by the parties for their mutual convenience and shall be treated as a separate agreement between them.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Joinder effective as of the date first above written.

Administrator: TCW ASSET MANAGEMENT COMPANY LLC
By:
	Name: Meredith Jackson
	Title: Executive Vice President & General Counsel

By:
	Name: Zachary Edelman
	Title: Vice President

Feeder Fund:

TCW DIRECT LENDING VII CAYMAN FEEDER, L.P.,

By: TCW DLPF8 GP LLC, its general partner

By: TCW Asset Management Company LLC (its Managing Member)

By:

Name: Meredith Jackson

Title: Executive Vice President & General Counsel

By:

Name: Zachary Edelman

Title: Vice President

[Signature Page to Joinder Agreement]

EX-31.1

Exhibit 31.1

PRESIDENT CERTIFICATION

I, Richard T. Miller, President of TCW Direct Lending VIII LLC, certify that:

(1) I have reviewed this annual report on Form 10-K/A of TCW Direct Lending VIII LLC;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 27, 2022	By:	/s/ Richard T. Miller
		Richard T. Miller
		President
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CFO CERTIFICATION

I, Andrew Kim, Chief Financial Officer of TCW Direct Lending VIII LLC certify that:

(1) I have reviewed this annual report on Form 10-K/A of TCW Direct Lending VIII LLC;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared: and

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 27, 2022	By:	/s/ Andrew Kim
		Andrew Kim
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

PRESIDENT CERTIFICATION

I, Richard T. Miller, certify that:

(1) I have reviewed this Annual Report on Form 10-K/A of TCW Direct Lending VIII LLC; and

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: April 27, 2022	By:	/s/ Richard T. Miller
		Richard T. Miller
		President
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CFO CERTIFICATION

I, Andrew Kim, certify that:

(1) I have reviewed this Annual Report on Form 10-K/A of TCW Direct Lending VIII LLC; and

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: April 27, 2022	By:	/s/ Andrew Kim
		Andrew Kim
		Chief Financial Officer
		(Principal Financial Officer)