The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall hereafterthereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until thethis registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. WeThese securities may not sell these securitiesbe sold until the registration statement filed with the Securities and Exchange Commission is effective. TheThis prospectus is not an offer to sell thethese securities and it is not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETIONSubject to Completion, dated February

PRELIMINARY PROSPECTUS DATED FEBRUARY 25, 201316, 2024.

$1,500,000,000 Maximum Offering

$2,000,000 Minimum Offering

TriLinc Global Impact Fund, LLC or the Company, is a newly formed Delaware limited liability company (the “Company”) that intendsmakes and will continue to make impact investments primarily in Small and Medium Enterprises, or SMEs, which we generally define as those businesses having less than 500 employees, primarily in developing economies that provide the opportunity to achieve both competitive financial returns and positive measurable impact. We intend to use the proceeds of this offering to invest in SMEs through local market sub-advisors in a diversified portfolio of financial assets, including direct loans, convertible debt instruments, trade finance, structured credit and preferred and common equity investments. We anticipate that a substantial portion of our assets will consist of collateralized private debt instruments, which we believe offer opportunities for competitive risk-adjusted returns through income generation. Our investment objectives are to generate current income, capital preservation and modest capital appreciation primarily through investments in SMEs. We will be externally managed by TriLinc Advisors, LLC, which we refer to as our Advisor.

We are offering onhave established a continuous basis upfourth amended and restated distribution reinvestment plan (the “DRP”), designed to $1,500,000,000 inprovide interested unitholders (“Unitholders”) of the Company who purchased units of ourthe Company’s limited liability company interest, consistinginterests (the “units”) in the Company’s initial public offering with an economical and convenient method of upincreasing their investment in us by investing all or a portion of their cash distributions in additional units of the same class through the DRP. As used throughout this prospectus, “Unitholders” refers to $1,250,000,000 of units in our primary offering and up to $250,000,000 of units pursuant to our distribution reinvestment plan. We are publicly offering three classes of units: Class A units, Class C units and Class I units. The unit classes have different sales commissions, dealer manager fees and there is an ongoing distribution fee with respect to Class C units. We are offering to sell any combinationexisting holders of Class A, Class C, and Class I, Class W or Class Y units with a dollar value up to the maximum offering amount. The initial offering price for thewho purchased such units in the primary offering shall be $10.00 per ClassCompany’s initial public offering. Our DRP is attached hereto as Appendix A unit, $9.576 per Class C unit and $9.186 per Class I unit. We reserve. Some of the rightsignificant features of the DRP are as follows:

Neither the SEC, the Attorney General of the State of New York, nor any state securities commission has approved or disapproved of our units or determined if this prospectus is truthful or complete. Any representation to reallocate the units we are offering between this offering and our distribution reinvestment plan. Thiscontrary is a best efforts offering, which means that SC Distributors, LLC, the dealer manager for this offering, will use its best efforts but is not required to sell any specific amount of units. The minimum permitted purchase is $2,000 in our units.

We will determine our net asset value each quarter commencing during the first full quarter after the minimum offering is achieved. If our net asset value on such valuation date increases above or decreases below our net proceeds per unit as stated in this prospectus, we will adjust the offering price of units, effective five business days later, to ensure that no unit is sold at a price, after deduction of selling commissions, dealer manager fees and organization and offering expenses, that is above or below our net asset value per unit on such valuation date.

We will not sell any units unless we have raised gross offering proceeds of $2.0 million by the date that is one year from the date of this prospectus, which we refer to as the minimum offering requirement. See “Plan of Distribution.” All subscription payments will be held in an escrow account by UMB Bank, N.A., as escrow agent, for our subscribers’ benefit pending release to us upon satisfaction of the minimum offering requirement. If we do not satisfy the minimum offering requirement within one year from the date of this prospectus, we will arrange for our escrow agent to promptly return all funds in the escrow account (including interest), and we will stop offering units. We will not receive any fees or expenses out of any funds returned to investors.criminal offense.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our units may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of investment. Please see “Risk Factors” on page 29. Among others, theseBefore making an investment decision, you should carefully consider the specific risks include the following:

This prospectus contains important information about us that a prospective investor should know before investing in units of our limited liability company interest. Please read this prospectus before investing and keep it for future reference.

Neither the SEC, the Attorney General of the State of New York, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The use of projections or forecasts in this offering is prohibited. Any representation to the contrary and any predictions, written or oral, as to the amount or certainty of any future benefit or tax consequence that may flow from an investment in units of our limited liability company interest is not permitted.

The date of this prospectus is                     , 2013

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, or the SEC, to register a continuous offering of units of our limited liability company interest, which we refer to as “units.” Periodically, as we make material investments or have other material developments, we will provide a prospectus supplement or amend this prospectus that may add, update or change information contained in this prospectus. We will endeavor to avoid interruptions in the continuous offering of units of our limited liability company interest, but may, to the extent permitted or required under the rules and regulations of the SEC, supplement the prospectus or file an amendment to the registration statement with the SEC if we determine to adjust the prices of our units because our net asset value per unit declines or increases from the amount of the net proceeds per unit as stated in the prospectus. There can be no assurance, however, that our continuous offering will not be suspended while the SEC reviews any such amendment and until it is declared effective.

Any statement that we make in this prospectus may be modified or superseded by us in a subsequent prospectus supplement. The registration statement we haveForm 10-K filed with the SEC, includes exhibits that provide more detailed descriptionsas the same may be updated from time to time by future filings under the Securities Exchange Act of certain matters discussed in1934, as amended (the “Exchange Act”), which are incorporated by reference into this prospectus. You should read this prospectus and the related exhibits filed with the SEC and any prospectus supplement, together with additional information described under the heading “Incorporation by Reference” and “Available Information,” carefully before you invest in the section entitled “Available Information” in this prospectus. In this prospectus, we use the term “day” to refer to a calendar day, and we use the term “business day” to refer to any day other than Saturday, Sunday, a legal holiday or a day on which banks in New York City are authorized or required to close.units of our limited liability company interests.

You should rely only on the information contained in this prospectus. Neither we nor the dealer manager has authorized any other person to provide you with different information from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the dealer manager is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

The information contained in this prospectus is complete and accurate only as of the date of this prospectus regardlessis                  , 2024.

SUITABILITY STANDARDS

The units we will amend or supplement this prospectus.

For information on the suitability standards that investors must meet in order to purchase units in thisare offering see “Suitability Standards.”

SUITABILITY STANDARDS

The following are our suitability standards for investors that are required by the Omnibus Guidelines published by the North American Securities Administrators Association in connection with our continuous offering of our units under this registration statement.

Pursuant to applicable state securities laws, units offered through this prospectus are suitable only as a long-term investment for persons of adequate financial means and who have no need for liquidity in this investment. ThereBecause there is not expected to be any public market for theour units, which meansyou may have difficulty selling any units that it may be difficult for unitholdersyou purchase. You should not buy our units if you need to sell units. As a result,them immediately or if you will need to sell them quickly in the future.

In consideration of these factors, we have established suitability standards which requirefor investors to have either (i) a net worth (not including home, furnishings,in this offering and personal automobiles) of at least $70,000 and an annual gross income of at least $70,000, or (ii) a net worth (not including home, home furnishings, and personal automobiles) of at least $250,000. Oursubsequent participants in the DRP. These suitability standards also require that a potential investor (1) can reasonably benefit from an investment in us based on such investor’s overall investment objectives and portfolio structuring; (2) is able to bear the economic risk of the investment based on the prospective unitholder’s overall financial situation; and (3) has apparent understanding of (a) the fundamental risks of the investment, (b) the risk that such investor may lose his or her entire investment, (c) the lack of liquidity and restrictions on transferability of the units and (d) the tax consequences of the investment. Persons who meet these standards are most likely to benefit from an investment in our company.

The minimum purchase amount is $2,000 in units. To satisfy the minimum purchase requirements for retirement plans, unless otherwise prohibited by state law, a husband and wife may jointly contribute funds from their separate individual retirement accounts, or IRAs, provided that each such contribution should be not less than $500. You should note that an investment in our units will not, in itself, create a retirement plan and that, in order to create a retirement plan, you must comply with all applicable provisions of the Internal Revenue Code, or the Code.

If you have satisfied the applicable minimum purchase requirement, any additional purchase must be in amounts of at least $500. The investment minimum for subsequent purchases does not apply to units purchased pursuant to our distribution reinvestment plan.

In the case of sales to fiduciary accounts, these suitability standards must be met by the person who directly or indirectly supplied the funds for the purchasepurchaser of units or by the beneficiary of the account.have either:

These suitability standards are intended to help ensure that, given the long-term nature of an investment in units, our investment objectives and the relative illiquidity of units, units are an appropriate investment for those of you who become unitholders. Our sponsor and those selling units on our behalf must make every reasonable effort to determine that the purchase of units is a suitable and appropriate investment for each unitholder based on information provided by the unitholder in the subscription agreement. Each participating broker-dealer is required to maintain for six years records of the information used to determine that an investment in units is suitable and appropriate for a unitholder.

Certain states have established suitability requirements different from those described above. Units will be sold to investors in these states only if they meet the special suitability standards set forth below:

California:In addition to the minimum suitability standards described above, a California investor’s maximum investment in us may not exceed 10% of such investor’s net worth.

Iowa: In addition to the minimum suitability standards described above, the state of Iowa requires that each Iowa investor limit his or her investment in us to a maximum of 10% of his or her liquid net worth, which is defined as cash and/or cash equivalents.

Kansas: In addition to the minimum suitability standards described above, it is recommended by the Office of the Kansas Securities Commissioner that Kansas investors not invest, in the aggregate, more than 10% of their liquid net worth in us and other non-traded business development companies. Liquid net worth is defined as that portion of total net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities, as determined in conformity with GAAP.

Kentucky: In addition to the minimum suitability standards described above, all Kentucky residents who invest in us must have a minimum gross annual income of $85,000 and a minimum net worth of $85,000 or a minimum net worth of $300,000. In addition, Kentucky investors must limit his or her investment in us to 10% of his or her liquid net worth.

Maine: In addition to our suitability requirements, it is recommended that Maine investors limit their investment in us and in the securities of similar programs to not more than 10% of their liquid net worth. For this purpose, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.

Massachussetts:Massachusetts investors may not invest more than 10% of their liquid net worth in us and other non-traded direct participation programs. For Massachusetts residents, “liquid net worth” is that portion of an investor’s net worth (assets minus liabilities) that is comprised of cash, cash equivalents and readily marketable securities.

Nebraska: In addition to the suitability standards described above, a Nebraska investor must have either (i) an annual gross income of at least $100,000 and a net worth (not including home, furnishings and personal automobiles) of at least $350,000, or (ii) a net worth (not including home, furnishings and personal automobiles) of at least $500,000. In addition, a Nebraska investor’s maximum investment in us may not exceed 10% of such investor’s net worth.

New Jersey: New Jersey investors must limit their investment in us, our affiliates, and in other non-traded business development companies to not more than 10% of their liquid net worth. Liquid net worth is defined as that portion of total net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities.

New Mexico: In addition to our suitability standards, a New Mexico investor’s maximum investment in us may not exceed 10% of such investor’s liquid net worth.

North Dakota:In addition to the minimum suitability standards described above, North Dakota investors must represent that they have a net worth of at least ten times their investment in us.

Ohio: In addition to the minimum suitability standards described above, an Ohio investor must have a liquid net worth of at least ten times such Ohio resident’s investment in us, our affiliates, and in other non-traded business development companies. Liquid net worth is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles minus total liabilities) that is comprised of cash, cash equivalents, and readily marketable securities.

Oregon: In addition to the minimum suitability standards described above, Oregon investors must have a net worth of at least ten times their investment in us.

Tennessee: In addition to the suitability standards described above, Tennessee residents’ investment in us must not exceed ten percent (10%) of their liquid net worth.

Texas:Texas residents purchasing units (i) must have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $250,000; and (ii) may not invest more than

10% of their net worth in us, our affiliates or other non-traded business development companies. For Texas residents, “net worth” does not include the value of one’s home, home furnishings or automobiles.

The exemptions for secondary trading available under California Corporations Code §25104(h) will be withheld, but there may be other exemptions to cover private sales by the bona fide owner for his own account without advertising and without being effected by or through a broker dealer in a public offering.

In purchasing units, custodians or trustees of employee pension benefit plans or IRAs may be subject to the fiduciary duties imposed by the Employee Retirement Income Security Act of 1974, or ERISA, or other applicable laws and to the prohibited transaction rules prescribed by ERISA and related provisions of the Code. In addition, prior to purchasing units, the trustee or custodian of an employee pension benefit plan or an IRA should determine that such an investment would be permissible under the governing instruments of such plan or account and applicable law. Please note that the purchase of units may not be suitable for tax exempt investors because they may receive unrelated business taxable income from the investments that we make.

NOTICE TO RESIDENTS OF PENNSYLVANIA ONLY

BECAUSE THE MINIMUM CLOSING AMOUNT IS LESS THAN $125,000,000, YOU ARE CAUTIONED TO CAREFULLY EVALUATE OUR ABILITY TO FULLY ACCOMPLISH OUR STATED OBJECTIVES AND TO INQUIRE AS TO THE CURRENT DOLLAR VOLUME OF OUR SUBSCRIPTIONS.

WE WILL PLACE ALL PENNSYLVANIA INVESTOR SUBSCRIPTIONS IN ESCROW UNTIL THE COMPANY HAS RECEIVED TOTAL SUBSCRIPTIONS OF AT LEAST $62,500,000, OR FOR AN ESCROW PERIOD OF 120 DAYS, WHICHEVER IS SHORTER.

IF WE HAVE NOT RECEIVED TOTAL SUBSCRIPTIONS OF AT LEAST $62,500,000 BY THE END OF THE ESCROW PERIOD, WE MUST:

A. RETURN THE PENNSYLVANIA INVESTORS’ FUNDS WITHIN 15 CALENDAR DAYS OF THE END OF THE ESCROW PERIOD; OR

B. NOTIFY THE PENNSYLVANIA INVESTORS IN WRITING BY CERTIFIED MAIL OR ANY OTHER MEANS WHEREBY RECEIPT OF DELIVERY IS OBTAINED WITHIN 10 CALENDAR DAYS AFTER THE END OF THE ESCROW PERIOD, THAT THE PENNSYLVANIA INVESTORS HAVE A RIGHT TO HAVE THEIR INVESTMENT RETURNED TO THEM. IF SUCH AN INVESTOR REQUESTS THE RETURN OF SUCH FUNDS WITHIN 10 CALENDAR DAYS AFTER RECEIPT OF NOTIFICATION, THE COMPANY MUST RETURN SUCH FUNDS WITHIN 15 CALENDAR DAYS AFTER RECEIPT OF THE INVESTOR’S REQUEST.

NO INTEREST IS PAYABLE TO AN INVESTOR WHO REQUESTS A RETURN OF FUNDS AT THE END OF THE INITIAL 120-DAY ESCROW PERIOD. ANY PENNSYLVANIA INVESTOR WHO REQUESTS A RETURN OF FUNDS AT THE END OF ANY SUBSEQUENT 120-DAY ESCROW PERIOD WILL BE ENTITLED TO RECEIVE INTEREST EARNED, IF ANY, FOR THE TIME THAT THE INVESTOR’S FUNDS REMAIN IN ESCROW COMMENCING WITH THE FIRST DAY AFTER THE INITIAL 120-DAY ESCROW PERIOD.

QUESTIONS AND ANSWERS

Q: What is a best efforts securities offering?

A: When units are offered to the public on a “best efforts” basis, the broker-dealers participating in the offering are only required to use their best efforts to sell such units. Broker-dealers are not underwriters, and they do not have a firm commitment or obligation to purchase any of the units.

Q: When will you accept and close on subscriptions?

A: We are expecting to close on subscriptions received and accepted by us on a daily basis, once we have reached the minimum offering requirement.

Q: Who can buy units in this offering?

A: In general, you may buy units pursuant to this prospectus if you have either (1) net worth of at least $70,000 and an annual gross income of at least $70,000, or (2) a net worth of at least $250,000. For this purpose, net worth does not include your home, home furnishings and personal automobiles. Our suitability standards also require that a potential investor (1) can reasonably benefit from an investment in us based on such investor’s overall investment objectives and portfolio structuring; (2) is able to bear the economic risk of the investment based on the prospective unitholder’s overall financial situation; and (3) has apparent understanding of (a) the fundamental risks of the investment, (b) the risk that such investor may lose his or her entire investment, (c) the lack of liquidity and restrictions on transferability of the units and (d) the tax consequences of the investment.

Generally, you

The following states have established suitability standards different from those we have established. Units will be sold only to investors in these states who meet the special suitability standards set forth below.

California-In addition to the minimum suitability standards described above, a California investor must purchase at least $2,000 of units, except for certain investors. See “Suitability Standards.” Certain volume discounts may be available for large purchases. See “Plan of Distribution.” If you have previously acquired units, additional purchases must be not less than $500, except for purchases made pursuant to our distribution reinvestment plan. Theseeither: (i) a minimum net worth of $350,000 (exclusive of home, auto and furnishings); or (ii) a minimum annual gross income of $85,000 and a net worth of $150,000 (exclusive of home, auto and furnishings). In addition, a California investor’s maximum investment levelsin us may be highernot exceed 10% of such investor’s net worth.

Massachusetts-Massachusetts investors may not invest more than 10% of their liquid net worth in certain states, so you should carefully read the more detailed description under “Suitability Standards.”

Our affiliates may also purchase units. The selling commissionus and other non-traded direct participation programs. For Massachusetts residents, “liquid net worth” is that portion of an investor’s net worth (assets minus liabilities) that is payable by other investors in this offering will be reduced or waived for certain purchasers, including our affiliates.comprised of cash, cash equivalents and readily marketable securities.

Q: What is the difference between the Class A, Class C and Class I units being offered?

A: We are offering three classes of units, Class A units, Class C units and Class I units at the initial offering price of $10.00 per Class A unit, $9.576 per Class C unit and $9.186 per Class I unit. The unit classes have different sales commissions and dealer manager fees, and there is an ongoing distribution fee with respect to Class C units. Specifically, we will pay to our dealer manager a sales commission of up to 7.00% of gross proceeds from the sale of Class A units sold in the primary offering. For Class C units sold in the primary offering, we will pay a sales commission of up to 3.00% of gross proceeds. Ohio-In addition for Class C units, we will payto the dealer managerminimum suitability standards described above, an Ohio investor must have a distribution feeliquid net worth of at least ten times such Ohio resident’s investment in us, our affiliates, and in non-traded business development companies. Liquid net worth is defined as that accrues daily equal to 1/365thportion of 0.80%net worth (total assets exclusive of the amounthome, home furnishings, and automobiles minus total liabilities) that is comprised of the net asset value for the Class C units for such day on a continuous basis from year to year. We will continue paying the distribution fees with respect to Class C units sold in this offering until the earlier to occur of the following: (i) a listing of the Class C units on a national securities exchange, (ii) upon the completion of this offering, total underwriting compensation in this offering equaling 10% of the gross proceeds from the primary offering, or (iii) such Class C units no longer being outstanding. We will not pay any selling commission with respect to Class I units. We will pay our dealer manager a dealer manager fee of up to 2.75% of proceeds from the primary offering of class Acash, cash equivalents, and Class C units and up to 1.75% of gross proceeds from the primary offering of Class I units. See “Description of Units and Our Operating Agreement” and “Plan of Distribution” for a discussion of the differences between our classes of units.

Our Class A units, Class C units and Class I units are available for different categories of investors and/or different distribution channels. Class I units are available for purchase to institutional clients. Class A and C units each are available for purchase by the general public through different distribution channels (See “Plan of Distribution”). Only Class A units are available for purchase in this offering by our executive officers and board of managers and their immediate family members, as well as officers and employees of the Advisor and other affiliates of the Advisor and their immediate family members and, if approved by our management, joint venture partners, consultants and other service providers. When deciding which class of units to buy, you should consider, among other things, whether you are eligible to purchase one or more classes of units, the amount of your investment, the length of time you intend to hold the units (assuming you are able to dispose of them), the selling commission and fees attributable to each class of units and whether you qualify for any selling commission discounts described below. Before making your investment decision, please consult with your financial advisor regarding your account type and the classes of units you may be eligible to purchase.

Q: How will investments be made?

A: We plan to implement our investment strategy through partnering with multiple sub-advisors in our target regions. Our Advisor will retain the services of sub-advisors to, subject to our Advisor’s oversight, identify, evaluate, and negotiate our investments, and to provide asset management services. Our Advisor has engaged in an extensive search for leading providers of SME finance to serve as our sub-advisors, and has chosen those with solid track records, deep experience in target geographies and asset classes, and a commitment to sustainable business principles. Sub-advisors will make individual investment decisions based on the underwriting guidelines and other criteria provided by our Advisor as approved by our board of managers, and a member of the Advisor’s investment team will participate as an observer on sub-advisor investment committees. Oregon- In addition although our Advisor will engage sub-advisors, our Advisor retains ultimate responsibility for the performance of all of the services under the Advisory Agreement. Our Advisor will pay to sub-advisors a portion of certain fees payable to our Advisor under the Advisory Agreement for the performance of these services. Our board of managers will annually review the compensation we pay to TriLinc Advisors to determine that the compensation is reasonable and that the provisions of the Advisory Agreement are carried out.

Q: What is the experience of TriLinc Advisors?

A: TriLinc Advisors is a newly formed private investment company focusing on impact investments in SMEs around the world. TriLinc Advisors’ management team has a long track record and broad experience in the management of regulated, multi-billion dollar fund complexes and global macro portfolio management. TriLinc Advisors and our sub-advisors have an extensive network of relationships with emerging market private equity and debt managers, bilateral and multilateral Development Finance Institutions (DFIs), and international consultancies and service providers that we believe will benefit our portfolio of investments. We will benefit from both the top-down, global macro investing approach of TriLinc Advisors and its affiliates and the bottom-up deal sourcing and structuring of our sub-advisors. See “Management of the Company” for more information on the experience of the members of the senior management team.

Q: How long will this offering last?

A: This is a continuous offering of units as permitted by the federal securities laws. We intend to file post-effective amendments to the registration statementminimum suitability standards described above, Oregon investors must have a net worth of which this prospectus is a part, that are subject to SEC review, to allow us to continue this offering for two years from the date of this prospectus; however, we may decide to extend this offering, which may be for up to an additional 18 months, or we may terminate the offering earlier. This offering must be registeredat least ten times their investment in every state in which we offer or sell units. Generally, such registrations are for a period of one year. Thus, we may have to stop selling units in any state in which our registration is not annually renewed or otherwise extended. Your ability to submit units for repurchase will not be affected by the expiration of this offering and the commencement of a new one.

Q: What happens if you do not raise a minimum of $2,000,000 in this offering?

A: We will not sell any units unless we sell a minimum of $2,000,000 in units from this offering by                    , 2014 (one year from the date of this prospectus). Purchases of Class A units by our managers, officers and other affiliated persons and entities will be included forFor purposes of determining whether we have satisfied the minimum offering requirement. Pending satisfaction of this minimum offering requirement, all subscription payments will be placed in an account held by the escrow agent, UMB Bank, N.A., in trust for our subscribers’ benefit, pending release to us. If we do not meet the minimum offering requirement by one year from the date of this prospectus, we will promptly return all funds in the escrow account (including interest) to subscribers, and we will stop this offering. We will not deduct any fees if we return funds from the escrow account. If we meet the minimum offering requirement, the proceeds held in escrow, plus interest, will be released to us. See “Plan of Distribution.”

Q: Can I invest through my IRA, SEP or after-tax deferred account?

A: Yes, subject to the suitability standards. A custodian, trustee or other authorized person must processof an investor, net worth (total assets minus total liabilities) in all cases should be calculated excluding the value of an investor’s home, home furnishings and forwardautomobiles. In the case of sales to us subscriptions made throughfiduciary accounts (such as individual retirement accounts, or IRAs, simplified employeeKeogh Plans or pension plans, or SEPs, or after-tax deferred accounts. In the case of investments through IRAs, SEPs or after-tax deferred accounts, we will send the confirmation and notice of our acceptance to such custodian, trustee or other authorized person. Pleaseprofit-sharing plans), these suitability standards must be aware that in purchasing units, custodians or trustees of employee pension benefit plans or IRAs may be subject tomet by the fiduciary duties imposedaccount, by ERISAthe person who directly or other applicable laws and toindirectly supplied the prohibited transaction rules prescribed by ERISA and related provisions of the Code. In addition, depending on the structure used to make investments, it is possible thatfunds for the purchase of the units by tax-exempt investorsif such as IRAs and employee pension benefit plans could result in unrelated business taxable income. Furthermore, prior to purchasing units, the trustee or custodian of an employee pension benefit plan or an IRA should determine that such an investment would be permissible under the governing instruments of such plan or account and applicable law. See “Suitability Standards” for more information.

Q: Whoperson is the transfer agent?

A: The name and address of our transfer agent is as follows:

DST Systems, Inc.

P.O. Box 219312

Kansas City, MO 64121-9312

To ensure that any account changes are made promptly and accurately, all changes (including your address, ownership type and distribution mailing address) should be directed tofiduciary or by the transfer agent.

Q: What kinds of fees will I be paying?

A: There are upfront and other types of fees that you will incur. First, there are unitholder transaction expenses that are a one-time up-front fee. They are calculated as a percentagebeneficiary of the public offering price and made upaccount.

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Q: How will the payment of fees and expenses affect my invested capital?

A: The payment of fees and expenses will reduce: (1) the funds available to us for investments, (2) the net income generated by us, (3) funds available for distribution to our unitholders and (4) the net asset value of your units.

Q: Are there any restrictions on the transfer of units?

A: The operating agreement places substantial limitations upon your ability to transfer units. Any transferee must be a person that would have been qualified to purchase units in this offering. No unit may be transferred if, in the judgment of the managers, and/or their counsel, a transfer would jeopardize our status as a “partnership” for federal income tax purposes. In addition, you will not be permitted to make any transfer or assignment of your units if we determine such transfer or assignment would result in the Company being classified as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code. Furthermore, our operating agreement requires the consent of our board of managers for a transferee to be substituted as a member of the Company, which consent shall not be unreasonably withheld. We do not intend to list units on any securities exchange, and we do not expect there to be a public market for units in the foreseeable future. As a result, your ability to sell your units will be limited. We will not charge for transfers of units except for necessary and reasonable costs actually incurred by us. See “Risk Factors — Risks Relating to Investing in the Offering.”

Q: Will I be able to sell the units in a secondary market?

A: We do not intend to list units on a securities exchange during the offer period, and do not expect a public market to develop for units in the foreseeable future. Because of the lack of a trading market for units, unitholders may not be able to sell their units promptly or at a desired price. If you are able to sell your units you may have to sell them at a discount to the purchase price of your units.

Q: Will I otherwise be able to liquidate my investment?

A: In the future, our board of managers may consider various forms of liquidity, each of which is referred to as a liquidity event, including, but not limited to: (1) dissolution and winding up distribution of our assets; (2) merger or sale of all or substantially all of our assets; or (3) the listing of units on a national securities exchange. If we do not consummate a liquidity event within five years from the termination of the offering period, we will be required to commence an orderly liquidation of the assets unless a majority of our board, including a majority of the independent managers, determines that liquidation is not in the best interests of our unitholders. Under such circumstances the commencement of an orderly liquidation will be postponed for one year. Further postponement of the liquidity event would only be permitted if a majority of our board, including a majority of independent managers, again determined that liquidation would not be in the best interest of our unitholders and our board must make a determination in this manner during each successive year until a liquidity event has occurred. If we at any time choose to seek but then fail to obtain unitholder approval of our liquidation, our operating agreement would not require us to consummate a liquidity event or liquidate and would not require our board to revisit the issue of liquidation, and we could continue to operate as before. There can be no assurance that we will complete a liquidity event. Prior to the completion of a liquidity event, our unit repurchase program may provide a limited opportunity for you to have your units repurchased, subject to certain restrictions and limitations, at a price which may reflect a discount from the purchase price you paid for the units being repurchased. See “Unit Repurchase Program” for a detailed description of our unit repurchase program.

Q: Will the distributions I receive be taxable?

A: As discussed below, we intend to be characterized as a partnership. As a partnership, our unitholders will be allocated their respective share of the Company items of income gain, loss, deduction and credit that may not be directly related to the actual cash distributions made by the Company. Accordingly, while the Company is operating, a unitholder generally will not recognize gain on the receipt of a distribution of money from the company (including any constructive distribution of money resulting from a reduction in the unitholder’s share of our liabilities), except to the extent such a distribution exceeds the unitholder’s adjusted tax basis in our units. A unitholder’s tax basis in its units initially will be the amount paid for such units, plus the unitholder’s allocable share (as determined for federal income tax purposes) of any liabilities of the company, and will thereafter be adjusted as required under the Code to give effect on an ongoing basis to the unitholder’s allocable share of our

tax items, distributions and liabilities. Liquidating distributions, however, generally will result in the recognition of taxable gain by the unitholder. Such gain will be recognized to the extent that the amount of money received (including any constructive distribution of money resulting from a reduction in the unitholder’s share of our liabilities) exceeds the unitholder’s adjusted tax basis in its units.

The rules governing the taxation of partnerships and individual partners are quite complex, and unitholders should consult their tax advisors concerning the tax consequences of an investment in the units in light of the investor’s particular circumstances.

Q: When will I get my detailed tax information?

A: We intend to send to each of our U.S. unitholders, within 75 days after the end of each calendar year, a Form K-1 detailing each unitholder’s allocable share of the Company’s items of income, gain, loss, deduction and credit.

Q: Who can help answer my questions?

A: If you have more questions about the offering or if you would like additional copies of this prospectus, you should contact your registered representative or the dealer manager at:

SC Distributors, LLC

610 Newport Center Drive

Suite #350

Newport Beach, CA 92660

949-706-8640

FORWARD LOOKINGFORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus involve risks and uncertainties, including statements as to:

We use words such as “may,” “will,” “should,” “potential,” “intend,” “seeks,” “estimate,” “could,” “project,” “predict,” “continue,” “future,” “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. OurAlthough we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in this prospectus.

We have based the forward-looking statements included in this prospectus on information available to us on the date of this prospectus and we assume no obligation to update any such forward-lookingyou should not unduly rely on these statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result

RISK FACTORS

Before you invest in our units, you should be aware of various risks, including those described below. You should carefully consider these risk factors, together with all of the other information included in this prospectus, before you decide whether to make an investment in us. The risks set out below are not the only risks we face but do cover the material risks that may impact your investment in our units. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our net asset value could decline, and you may lose all or part of your investment.

Risks Relating to Investing in the Offering:

We are a new company, have no operating history and may be unable to successfully implement our investment strategy.

We were formed on April 30, 2012, and will not commence operationsDRP until we meet our minimum offering requirementsell all $40,000,000 worth of selling, in aggregate, $2,000,000 in units from this offering. We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objectives and that the value of units could decline substantially. Our financial condition and results of operations will depend on many factors including the availability of investment opportunities, general economic and market conditions and the performance of our Advisor and sub-advisors.

The units sold in this offering will not be listed on an exchange for the foreseeable future, if ever. Therefore, if you purchase units in this offering, italthough our board may determine to terminate this offering prior thereto. This offering must be registered or exempt from registration in every state in which we offer or sell units. If this offering is not exempt from registration, the required registration generally is for a period of one year. Therefore, we may have to stop selling units in any state in which the registration is not renewed annually and the offering is not otherwise exempt from registration.

Summary of the Distribution Reinvestment Plan

What is the purpose of the DRP?

The DRP is designed to provide interested investors in our units with a simple and convenient method of increasing their investments in us by investing all or a portion of their cash distributions in additional units of the same class through the DRP, without paying any selling commissions, fees or other underwriting compensation. The distributions paid with respect to certain classes of units may be reduced to the extent such classes of units are subject to ongoing fees that are paid over time. See “Description of Units” for a description of ongoing fees. Our DRP is attached hereto as Appendix A. We expect to use substantially all of the net proceeds from the sale of units under the DRP to repurchase units under our unit repurchase program, make additional investments and for general corporate purposes.

How are my distributions reinvested?

If you choose to participate in the DRP, we will apply distributions on the units registered in your name to purchase additional units for you. Purchases will be difficultmade directly from us and will be in the same class as the units for which you received the distributions. Participants may participate in the DRP with respect to sell yourall or a portion of the units and, if you are able to sell yourof limited liability company interests owned by them. The allocation of units you will likely sell them at a substantial discount.of our limited liability company interests among participants may result in the ownership of fractional units.

The distributions paid on units offered by us are illiquid assets for which there is not expectedacquired through the DRP will continue to be reinvested unless you elect to have them paid in cash by changing your investment option. From time to time, our board of managers may elect to have any secondarydistribution paid in cash, without notice to the participants.

What is the purchase price of units in the DRP?

There is no public trading market nor is it expectedfor the units of our limited liability company interests, and there can be no assurance that anya market will develop in the future. Moreover, you should not rely onUnits of Class A, Class C, Class I, Class W and Class Y of our limited liability company interests issued pursuant to the DRP are being offered at the NAV per unit repurchase programof each class of units most recently disclosed by the Company in a filing with the SEC, which is $5.754 per unit as a methodof the date of this prospectus.

We expect to selldetermine our NAV for each class of units promptly because our unit repurchase program includes numerous restrictions that limit your ability to sell your units to us, andeach quarter. Following the approval by our board of managers may amend, suspendof any new NAV per unit of each class, we expect to file a Current Report on Form 8-K, a Quarterly Report on Form 10-Q or terminate our unit repurchase program at any time. In particular,an Annual Report on Form 10-K with the unit repurchase program provides that we may make repurchase offers only if you have held our units for a minimum of one year, we have sufficient funds available for repurchaseSEC disclosing the new NAV and adjustments to the extentDRP price, if any, and we will also make the total numberupdated information available through our website at www.trilincglobalimpactfund.com. See our most recent Annual Report on Form 10-K, as updated by our subsequent filings with the SEC, for information regarding our calculation of NAV per unit.

The purchase price of units for which repurchase is requested in any 12 month period does not exceed 5% of our weighted average number of outstanding units as oflimited liability company interests issued pursuant to the same date in the prior 12 month period. See “Unit Repurchase Program” for a description of our unit repurchase program. Therefore, it will be difficult for you to sell your units promptly or at all. If you are able to sell your units, you may only be able to sell them at a substantial discount from the price you paid. Investor suitability standards imposed by certain states may also make it more difficult to sell your units to someone in those states. The units should be purchased as a long-term investment only.

In the future, our board of managers may consider various forms of liquidity, each of which is referred to as a liquidity event, including, but not limited to:(1) dissolution and winding up distribution of our assets; (2) merger or sale of all or substantially all of our assets; or (3) the listing of units on a national securities exchange. If we do not consummate a liquidity event within five years from the termination of the offering stage, we will be required to commence an orderly liquidation of the assets unless a majority of our board, including a majority of the independent managers, determines that liquidation is not in the best interests of our unitholders. Under such circumstances the commencement of an orderly liquidation will be postponed for one year. Further postponement of the liquidity event would only be permitted if a majority of our board, including a majority of independent managers, again determined that liquidation would not be in the best interest of our unitholders and our board must make a determination in this manner during each successive year until a liquidity event has occurred. If we at any time choose to seek but then fail to obtain unitholder approval of our liquidation, our operating agreement would not require us to consummate a liquidity event or liquidate and would not require our board to revisit the issue of liquidation, and we could continue to operate as before.

We may be unable to liquidate all assets. After we adopt a plan of liquidation, we would likely remain in existence until all our investments are liquidated. If we do not pursue a liquidity transaction, or delay such a

transaction due to market conditions, your units may continue to be illiquid and you may, for an indefinite period of time, be unable to convert your investment to cash easily and could suffer losses on your investment.

We established the initial offering prices for our classes of units on an arbitrary basis, and the offering price may not accurately reflect the value of our assets.

The initial prices of our units were established on an arbitrary basis and are not based on the amount or nature of our assets, the market value of our assets, or our book value. Even after we commence quarterly valuations of our assets, the price of our unitsDRP may not be indicative of the price at which such units wouldmay trade if they were listed on an exchange or actively traded by brokers nor of the proceeds that a unitholder wouldmay receive if we were liquidated or dissolved. In addition, our board of managers may determine the fair value of our assets based upon internal valuation assessments and not independent valuation assessments, which may be materially different. Future offering prices will take into consideration other factors such as selling costs and organization and offering expenses so the offering price will not be the equivalent of the value of our assets.

Because this is a blind pool offering, you will not have the opportunity to evaluate our investments before we make them, which makes your investment more speculative.

We have not yet identified any potential investments for our portfolio and, thus, you will not be able to evaluate any specific investments prior to purchasing units. Additionally, our investments will be selected by our sub-advisors and reviewed by our Advisor and our unitholders will not have input into such investment decisions, so you will have to rely entirely on the ability of our Advisor and sub-advisors to select suitable and successful investment opportunities. Both of these factors will increase the uncertainty, and thus the risk, of investing in units.

Since this is a “best-efforts” offering, there is neither any requirement, nor any assurance, that more than the minimum offering amount will be raised.

This is a “best-efforts,” as opposed to a “firm commitment” offering. This means that the dealer manager is not obligated to purchase any units, but has only agreed to use its “best efforts” to sell the units to investors. So long as the minimum offering requirement is met, these proceeds may be released from escrow to us and used by us for acquisitions, operations and the other purposes described generally in this prospectus. Purchases of Class A units by our managers, offerings and other affiliated persons and entities will be included for purposes of determining whether we have satisfied the minimum offering requirement.

There is no requirement that any units above the minimum offering requirement be sold, and the Company has no way of knowing how many units above the minimum offering requirement will be sold. Thus, aggregate gross proceeds from the offering made by this prospectus could be as low as $2.0 million. This would result in a relatively small amount of net offering proceeds available for investment and would limit flexibility in implementation of our business plans and result in minimal, if any, diversification in our investments.

As a general matter, at any point during the offering of units after the minimum offering requirement is met, there can be no assurance that more units will be sold than have already been sold. Accordingly, investors purchasing such units should not assume that the number of units sold or gross offering proceeds received by us will be greater than the number of units sold or the gross offering proceeds received by us to that point in time. No investor should assume that we will sell the maximum offering made by this prospectus, or any other particular offering amount. See “Plan of Distribution” and “Estimated Use of Proceeds.”

Our success will be dependent on the performance of our Advisor; however, our Advisor has no operating history and no experience managing a public company, which may hinder our ability to achieve our investment objectives.

TriLinc Advisors was formed in April 2012 and has no operating history. Furthermore, our Advisor has never acted as an advisor to a public company and has no experience complying with regulatory requirements applicable to public companies. Our current management team has no direct experience in impact lending. The Advisor and its affiliates will be responsible for selecting the sub-advisors. Our current management team has not previously been involved in the selection or supervision of sub-advisors who are private debt impact investors. Although our Advisor retains ultimate responsibility for the performance of services under the Advisory Agreement, it can delegate its responsibilities to one of its affiliates or a third party. If our Advisor or any of its affiliates fail to perform according to our expectations and in accordance with the Advisory Agreement, we could be materially adversely affected.

The offering prices will change on a quarterly basis and investors may not know the offering price when they submit their subscriptions.

The offering prices for our classes of units will change on a quarterly basis and investors will need to determine the price by checking our website at www.trilincglobalimpactfund.com or reading a supplement to our prospectus. In addition, if there are issues processing your subscription, the offering price may change prior to the acceptance of your subscription.

Investors may wait up to one year before receiving their units or a refund of their money if the minimum offering is not achieved.

Until the minimum offering requirement is met, investors will not receive their units. If at least $2,000,000 of units have not been sold within one year from the date of this prospectus, we will terminate this offering. If the minimum offering is sold within one year, investors will receive their units plus the applicable interest on their subscription monies at the time of closing. If the offering is terminated, investors will have their money promptly refunded at that time with interest. See “Plan of Distribution.”

Because the dealer manager is not an independent entity, you will not have the benefit of an independent review of the prospectus as customarily performed in underwritten offerings.

Strategic Capital has an equity interest in our Advisor and is affiliated with SC Distributors, our dealer manager and is not an independent entity. Accordingly, you will have to rely on your own broker-dealer to make an independent review of the terms of this offering. If your broker-dealer does not conduct such a review, you will not have the benefit of an independent review of the terms of this offering. Further, the due diligence investigation of us by the dealer manager cannot be considered to be an independent review and, therefore, may not be as meaningful as a review conducted by an unaffiliated broker-dealer or investment banker. Therefore, you will not have an independent review of our performance and the value of units relative to publicly traded companies.

Our dealer manager has limited experience in public offerings, which may affect the amount of funds it raises in this offering and our ability to achieve our investment objectives.

Our dealer manager, SC Distributors, LLC, was formed in March 2009 and has limited experience conducting public offerings. This lack of experience may affect the way in which our dealer manager conducts this offering. In addition, because this is a “best efforts” offering, we may not raise proceeds in this offering sufficient to meet our investment objectives. The success of this offering, and correspondingly our ability to implement our business strategy, is dependent upon the ability of our dealer manager to enter into selling agreements with a network of licensed participating brokers-dealers. Because no selling agreements were signed prior to the date of this prospectus, there is no way to predict how many units will be sold and we may not be able to sell a sufficient number of units to allow us to have adequate funds to purchase a diversified portfolio of investments. As a result, we may be unable to achieve our investment objectives, and you could lose some or all of the value of your investment.

We may be unable to invest a significant portion of the net proceeds of this offering on acceptable terms in the timeframe contemplated by this prospectus.

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

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

Your interest in us will be diluted if we issue additional units, which could reduce the overall value of your investment.

Potential investors in this offering do not have preemptive rights to any units we issue in the future. After your purchase in this offering, our board of managers may elect to sell additional units in this or future public offerings or issue units in private offerings. To the extent we issue additional membership interests after your purchase in this offering, your percentage ownership interest in us will be diluted. In addition, depending upon the terms and pricing of any additional units sold in this offering and in any additional offerings and in the value of our investments, you may also experience dilution in the book value and fair value of your units.

You will experience substantial dilution in the net tangible book value of your units equal to the offering costs associated with your units.

If you purchase units in this offering, you will incur immediate dilution, which will be substantial, equal to the costs of the offering associated with the sale of units. This means that the investors who purchase units will pay a price per unit that substantially exceeds the amount available with which to purchase assets and therefore, the value of these assets upon purchase. The costs of this offering are currently unknown and cannot be precisely estimated at this time.

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

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

There is a risk that you may not receive distributions or that our distributions may not grow over time.

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

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

Our operating agreement permits us to make distributions from any source, including offering proceeds and, subject to certain limitations, borrowings, and we may choose to pay distributions when we do not have sufficient cash flow from operations to fund such distributions. We have not established a limit on the amount of proceeds

we may use to fund distributions. Until the proceeds from this offering are fully invested and from time to time during our operational stage, we may not generate sufficient cash flow from operations to fund distributions. If we fund distributions from borrowings or the net proceeds from this offering, we will have less funds available for the investments, and your overall return may be reduced.

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

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

Our success will be dependent on the performance of our sub-advisors.

Our Advisor will employ sub-advisors in its execution of the investment strategy, some of whom may not be identified at the time you make your investments. Sub-advisors will be responsible for locating, performing due diligence and closing on suitable acquisitions based on their access to local markets, local market knowledge for quality deal flow and extensive local private credit experience. However, because the sub-advisors are separate companies from our Advisor, the risk exists that our sub-advisors will be ineffective or materially underperform. In addition, the Sub-Advisory Agreements with the sub-advisors can only be terminated under specific circumstances and they don’t automatically terminate upon the termination of the Advisory Agreement.

We may be unable to find suitable investments through our sub-advisors. Our ability to achieve our investment objectives and to pay distributions will be dependent upon the performance of our local sub-advisors in the identification, performance of due diligence on and acquisition of investments, the determination of any financing arrangements, and the management of our projects and assets. If our sub-advisors fail to perform according to our expectations, or if the due diligence conducted by the sub-advisors fails to reveal all material risks of the businesses of our target investments, we could be materially adversely affected.

Our sub-advisors’ failure to identify and make investments that meet our investment criteria or perform their responsibilities under the Sub-Advisory Agreements may adversely affect our ability to realize our investment objectives.

Our ability to achieve our investment objectives will depend, in part, on our sub-advisors’ ability to identify and invest in debt and equity instruments that meet our investment criteria. Accomplishing this result on a cost-effective basis will, in part, be a function of our sub-advisors’ execution of the investment process, their capacity to provide competent and efficient services to us, and, their ability to source attractive investments. Our sub-advisors will have substantial responsibilities under the Sub-Advisory Agreements. Any failure to manage the investment process effectively could have a material adverse effect on our business, financial condition and results of operations.

The fees we pay in connection with this offering and the agreements entered into with our Advisor and our dealer manager were not determined on an arm’s-length basis and therefore may not be on the same terms we could achieve from a third party.

The compensation paid to our Advisor, our dealer manager and their respective affiliates for services they provide us pursuant to the Advisory Agreement and the Dealer Manager Agreement was not determined on an arm’s-length basis. A third party unaffiliated with us may be willing and able to provide certain services to us at a lower price.

We will pay substantial compensation to our Advisor, our dealer manager and their respective affiliates, which may be increased during this offering or future offerings by our independent managers.

Subject to limitations in our operating agreement, the fees, compensation, income, expense reimbursements, interests and other payments payable to our Advisor, our dealer manager and their respective affiliates may increase during this offering or in the future from those described in “Compensation of the Dealer Manager and the Advisor,” if such increase is approved by a majority of our independent managers.

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

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

We are an “emerging growth company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our units less attractive to investors.

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

Risks Relating to our Business and Structure:

General

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

Most of our investments will consist of loans and other fixed income instruments either originated in private transactions directly from borrowers or via participating agreements with direct lenders and the borrower. Investments may be subject to restrictions on resale, including, in some instances, legal restrictions, or will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to quickly obtain cash equal to the value at which we record our investments if the need arises. This could cause us to miss important business opportunities. In addition, if we are required to quickly liquidate all or a portion of our portfolio, we may realize significantly less than the value at which we have previously recorded our investments. In addition, we may face other restrictions on our ability to liquidate an investment in a public

company to the extent that the Company, its Advisor, or respective officers, employees or affiliates have material non-public information regarding such company.

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

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

We operate in a highly competitive market for investment opportunities.

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

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

We will invest primarily in privately held companies. Generally, little public information exists about these companies, and we will be required to rely on the ability of the Advisor and sub-advisors’ investment professionals to obtain adequate information to evaluate the potential returns from investments made in, with or through these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments.

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

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

Actions of our investment partners could negatively impact our performance.

We may participate in investments with third parties. Such participations may involve risks not otherwise present with a direct origination of loans, including, for example:

Actions by such an investment partner, which are generally out of our control, might have the result of subjecting the investment to liabilities in excess of those contemplated and may have the effect of reducing your returns, particularly if the loan agreement provides that our partner can take actions contrary to our interests.

Economic slowdowns or recessions could impair our borrowers and harm our operating results.

Our borrowers may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. Therefore, our non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders to not extend credit to us. These events could prevent us from increasing investments and harm our operating results.

A borrower’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize our borrower’s ability to meet its obligations under the investment instruments that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting borrower. In addition, if one of our borrowers were to go bankrupt, even though we may have structured our interest as senior debt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that borrower, a bankruptcy court might re-characterize our debt holding and subordinate all or a portion of our claim to that of other creditors.

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

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

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

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

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

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

In order to achieve our investment objectives, we may be required to utilize financial leverage. We may borrow money in order to make investments, for working capital and to make distributions to our unitholders. Borrowing money for investments increases the risk of a loss. A decrease in the value of our investments will have a greater impact on the value of units to the extent that we have borrowed money to make investments. There is a possibility that the costs of borrowing could exceed the income we receive on the investments we make with such borrowed funds. Accordingly, we are subject to the risks that our cash flow will not be sufficient to cover the required debt service payments and that we will be unable to meet the other covenants or requirements of the credit agreements. In addition, our ability to pay distributions or incur additional indebtedness may be restricted by our credit agreements. If the value of our assets declines, we may be required to liquidate a portion or our entire investment portfolio and repay a portion or all of our indebtedness at a time when liquidation may be disadvantageous. Furthermore, any amounts that we use to service our indebtedness will not be available for distributions to our unitholders.

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

We may use a combination of equity and long-term and short-term borrowings denominated in one or more currencies to finance our lending activities. If we utilize borrowings, a portion of our income will depend upon the difference between the rate at which we borrow funds and the rate at which we loan these funds. Certain of our borrowings may be at fixed rates and others at variable rates. In connection with any borrowings, we may decide to enter into interest rate hedging interests. Hedging activities may limit our abilityeligible to participate in the benefitsDRP?

You are eligible to participate in our DRP if you are a holder of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse impact on our business, financial

condition and operating results. An increase in interest rates would decrease the valuerecord of our investments were we seeking to liquidate our portfolio.

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

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

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

We are also subject to the risk that investments that we make may be repaid prior to scheduled maturity. In such an event, we will generally use proceeds from prepayments first to repay any borrowings outstanding on our line of credit, if we have any outstanding. In the event that funds remain after repayment of our outstanding borrowings, we will generally reinvest these proceeds in short-term securities, pending their future investment in new investment instruments. These short-term securities will typically have substantially lower yields than the debt securities being prepaid and we could experience significant delays in reinvesting these amounts. As a result, our operating results could be materially adversely affected if one or more of our borrowers elects to prepay amounts owed to us.

Non-payment by our borrowers would prevent us from realizing expected income and could result in the decrease in our net asset value.

All of our fixed-income investments are subject to the risk that a borrower will fail to repay a portion or all of periodically scheduled interest and/or principal. If this were to occur, we would fail to realize expected income, possibly resulting in a write-down of the value of under-performing loans as well as our net asset value.

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

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

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

Terrorist acts, acts of war or national disasters have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Future terrorist activities, civil war, military or security operations, or national disasters could further weaken the domestic/global economies and create additional uncertainties in the regions in which we may invest, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks and national disasters are generally uninsurable.

Small and Medium-Sized Businesses

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

Our strategy includes providing financing to borrowers that typically is not readily available to them. This may make it difficult for the borrowers to repay their loans to us. A borrower’s ability to repay its loan may be

adversely affected by numerous factors, including the failure to meet its business plan, a downturn in its industry or negative economic conditions. A deterioration in a borrower’s financial condition and prospects will usually be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing on any guarantees we may have obtained from the borrower’s management. We may at times be subordinated to a senior lender, and, in such situations, our interest in any collateral would likely be subordinate to another lender’s security interest.

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

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

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

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

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

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

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

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

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

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

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

Although our investment strategy is focused on small and medium-sized businesses meeting certain underwriting criteria, we are not required to invest only in businesses meeting certain minimum asset size,

revenue size or profitability standards and the lack of these minimum requirements could create additional risks with respect to our investments, including the risk of default.

Non-U.S. Investments

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

Our investment strategy contemplates investing primarily in debt and equity instruments issued by foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

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

A portion of our investments are likely to be denominated in foreign currencies, and we may be exposed to fluctuation in currency exchange rates, which could result in losses.

Some of our investments are likely to be denominated in a foreign currency and will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. We may employ hedging techniques to minimize these risks, but effective hedging instruments may not be available in all cases, or may not be available at economically-feasible pricing or that hedging strategies, or may not be effective.

Risks Related to Potential Conflicts of Interest:

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

We have no employees. Our executive officers and the officers and employees of our Advisor and its affiliates may hold similar positions in other affiliated entities and they may from time to time allocate more of their time to service the needs of such entities than they allocate to servicing our needs. We encourage you to read the “Conflicts of Interest” section of this prospectus for a further discussion of this topic.

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

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

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

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

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

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

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

The management compensation structure that has been implemented under the Advisory Agreement, with our Advisor may cause our Advisor to invest in higher-risk investments or take other risks. In addition to its asset management fee, our Advisor is entitled under the Advisory Agreement to receive subordinated incentive compensation based in part upon our achievement of specified levels of net cash flows.

The incentive fee payable by us to our Advisor may create an incentive for the Advisor to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive fee payable from operations, sales or other sources is determined, which is calculated as a percentage of our net cash flows, may encourage our Advisor to use leverage to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would disfavor our unitholders, including investors in this offering.

In evaluating investments and other management strategies, the opportunity to earn subordinated incentive compensation may lead our Advisor to place undue emphasis on the maximization of investment income at the expense of other criteria, such as preservation of capital, maintaining sufficient liquidity, or management of credit risk or market risk,you must satisfy in order to achieve higher subordinated incentive compensation. Investments with higher yield potentialparticipate in our DRP. See “Suitability Standards.” If your units are generally riskier or more speculative. This could result in increased risk to the valueheld of our investment portfolio.

Risks related to Tax Matters:

Certain federal income tax considerations applicable to this offering are summarized in the “Federal Income Tax Consideration” section of this prospectus. This discussion under “Risks related to Tax Matters” and the discussion in the “Federal Income Tax Consideration” section of this prospectus do not take into account any prospective investor’s particular financial or tax situation and assume an investor is sophisticated in tax matters or has retained its own tax advisors regarding possible federal, state and local tax consequences of an investment in us. Each unitholder should consult with his or her tax advisors concerning the federal, state and local tax consequences arising from its investment in the Company and should review this discussion and the discussion contained in the “Federal Income Tax Consideration” section of this prospectus for a more detailed discussion of federal income tax considerations.

Tax Treatment as a Partnership

We intend to be treated as a partnership (other than a publicly traded partnership) for federal income tax purposes and not as a corporation. Although we have received an opinion from Greenberg Traurig LLP to the effect that we will be treated as a partnership (other than a publicly traded partnership) for federal income tax purposes, we will not seek a ruling from the Internal Revenue Service, or IRS, on the tax treatment of us or our units. Counsel’s opinion represents only its best legal judgment based upon existing law and, among other things, factual representations provided by our managers. The opinion of counsel has no binding effect on the IRS or any court, and the conclusions reached in said opinion may not be sustainedrecord by a court if challenged by the IRS.

If we were taxable as a corporation, the “pass through” treatment ofbroker or nominee, to enroll in our income and losses would be lost. Instead, we would, among other things, pay income tax on our earnings in the same manner and at the same rate as a corporation, and our losses, if any, would not be deductible by the unitholders. Unitholders would be taxed upon distributions substantially in the manner that corporate shareholders are taxed on dividends.

Taxable Income in Excess of Cash Available for Distribution

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

Since in certain cases we may recognize income before or without receiving cash representing such income, we may have difficulty paying investor distributions without resorting, in part or in whole, to borrowings or other sources of capital.

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

Risk of Audit and Adjustments

The IRS could challenge certain federal income tax positions taken by us if we are audited. Any adjustment to our return resulting from an audit by the IRS would result in adjustments to your tax returns and might result in an examination of items in such returns unrelated to your investment in the units or an examination of tax returns for prior or later years. Moreover, we and our unitholders could incur substantial legal and accounting costs in contesting any IRS challenge, regardless of the outcome. Our management generally will have the authority and power to act for, and bind the Company in connection with, any such audit or adjustment for administrative or judicial proceedings in connection therewith.

No Rulings

We will not seek rulings from the IRS with respect to any of the federal income tax considerations discussed in this prospectus. Thus, positions to be taken by the IRS as to tax consequences could differ from positions taken by us.

Unrelated Business Taxable Income

Tax-exempt investors (such as an employee pension benefit plan or an IRA) may have Unrelated Business Taxable Income, or UBTI, from investments that are made by us. We expect to borrow funds on a limited basis, which can lead to the generation of UBTI. We may also receive income from services rendered in connection with making loans, which is likely to constitute UBTI. We may acquire investments that generate UBTI and we will not be liable for the recognition of any UBTI with respect to an investment in the Company, and potential investors can expect some or all of their profits from the Company to be UBTI. Each unitholder should consult with its own tax advisor regarding the federal, state, local and foreign tax considerations applicable to an investment in the Company.

Possible Legislative or Other Developments

All statements contained in this prospectus concerning the federal income tax consequence of any investment in the Company are based upon existing law and the interpretations thereof. The currently anticipated income tax treatment of an investment in the Company may be modified by legislative, judicial or administrative changes, possibly with retroactive effect, to the detriment of the unitholders.

Reportable Transactions

Under regulations promulgated by the U.S. Treasury Department regulations, the activities of the Company may create one or more “reportable transactions,” requiring the Company and each unitholder, respectively, to file information returns with the IRS. We give notice to all unitholders of any reportable transaction of which it becomes aware in the annual tax information provided to unitholders in order to file their tax returns. Unitholders should consult with their own advisors concerning the application of these reporting obligations and any similar state and local tax reporting requirements to their specific situations.

Filings and Information Returns

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

Avoiding Publicly Traded Partnership Status

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

Foreign Income Taxes

We may conduct our activities in foreign jurisdictions and, in conjunction therewith, form one or more subsidiaries to conduct such activities. The conduct of activities in foreign jurisdictions (whether or not foreign subsidiaries are formed to conduct such activities) may result in the Company or its subsidiaries being subject to tax in such foreign jurisdictions. Taxes paid by the Company in such foreign jurisdictions will reduce the cash available for distribution to the unitholders. However, because we are taxable as a partnership for U.S. Federal income tax purposes, certain foreign income taxes paid by the Company may generate a foreign tax credit that will be allocated to each unitholder, which may be used to reduce, on a dollar-for-dollar basis, the tax liability of such unitholder. The U.S. Federal income tax treatment and reporting of foreign tax credits is complex and unitholders are urged to consult their tax advisor with respect to such items.

Effectively Connected Income, FIRPTA, and State Tax Withholding

We may generate income that is “effectively connected” with a U.S. trade or business, and, if so, a foreign unitholder will generally be required to file an annual federal income tax return. A 35% federal withholding tax generally will be imposed on a foreign unitholder’s allocable share of such effectively connected income (whether or not such income is distributed). There also may be state or local tax withholding. Foreign investors will also be subject to the provisions of the Foreign Investment in Real Property Tax Act of 1980, as amended, which generally treats any gain or loss of a foreign person that is realized in connection with the (actual or constructive) disposition of a “U.S. real property interest” as gain or loss effectively connected with a trade or business engaged in by the taxpayer in the U.S. Unitholders that are non-U.S. corporations also should be aware that a 30% U.S. “branch profits tax” will generally apply to an investment in the Company by such unitholders.

Foreign investors should also be aware that the Company is being formed as a limited liability company that may not be treated the same as a limited partnership for purposes of certain foreign tax laws that may apply to foreign investors. Consult with your tax advisors regarding these issues. See also, “Federal Income Tax Considerations — Special Considerations for Non-U.S. Investors” below.

Risks related to the Investment Company Act:

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

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

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

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

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

We do not expect that we or any of our majority- or wholly-owned subsidiaries will be an investment company, and in particular, we will seek to assure that holdings of investment securities in the Company will not exceed 40% of the total assets of that entity as calculated under the Investment Company Act. In order to operate in compliance with that standard, we may be required to conduct our business in a manner that takes account of

these provisions. In order for us to so comply, we or a subsidiary could be unable to sell assets we would otherwise want to sell or we may need to sell assets we would otherwise wish to retain, if we deem it necessary to remain in compliance with the 40% test. In addition, we may also have to forgo opportunities to acquire certain assetsarrange for such broker or interests in companies or entities that we would otherwise want to acquire, or acquire assets we might otherwise not select for purchase, if we deem it necessary to remain in compliance with the 40% test. For example, these restrictions will limit our ability to invest directly in certain types of assets, such as in securities that represent less than 50% of the voting securities (as used in the Investment Company Act) of the issuer thereof.

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

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

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

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

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

contracts might be unenforceable, unless a court were to direct enforcement, and a court could appoint a receiver to take control of us and liquidate our business.

Risks related to ERISA:

In considering an investment in the units, if you are an employee benefit plan subject to ERISA, you should consider (i) whether the investment satisfies the diversification requirements of Section 404(a)(1)(C) of ERISA; and (ii) whether the investment is prudent, since there may not be a market created in which you can sell or otherwise dispose of the units. In addition if you are a Plan, as defined in the “ERISA Consideration” section, including a tax-qualified pension or 401(k) plan or an IRA, you should consider (i) whether a distribution of units from a tax-qualified plan or IRA would be accepted by an IRA custodian as a rollover, and if not, the automatic 20% income tax withholding which you may need to satisfy out of other assets that you own; (ii) whether a required distribution from a tax-qualified plan or IRA commencing on the April 1 following the calendar year in which you attain age 70 ¹/₂ or, with respect to a tax-qualified plan distribution, retire, if later, could cause you to become subject to income tax that you would need to satisfy out of other assets if you were not ablenominee to transfer the units for cash; and (iii) whether interests in us or the underlying assets owned by us constitute “plan assets” for purposes of Section 406 of ERISA or Section 4975 of the Code which could cause certain transactions with us to constitute non-exempt prohibited transactions. Finally, all tax-exempt investors, including tax-qualified pension and 401(k) plans and IRAs should consider (i) whether the investment will impair the liquidity of your plan or other entity; and (ii) whether the investment will create unrelated business taxable income for the plan or other entity. ERISA requires that the assets of a plan be valued at their fair market value as of the close of the plan year, and it may not be possible to adequately value the units from year to year, since there will not be a market for those units. For more information, please see “ERISA Considerations.”

BUSINESS

Overview

The Company is a newly formed, Delaware limited liability company that intends to make impact investments in SMEs primarily in developing economies that provide the opportunity to achieve both competitive financial returns and positive measurable impact. We intend to use the proceeds of this offering to invest in SMEs through local market sub-advisors in a diversified portfolio of financial assets, including direct loans, convertible debt instruments, trade finance, structured credit and preferred and common equity investments. We anticipate that a substantial portion of our assets will consist of collateralized private debt instruments, which we believe offer opportunities for competitive risk-adjusted returns through income generation. We will be externally managed and advised by TriLinc Advisors.

Our business objective is to generate competitive financial returns and positive economic, social and/or environmental impact by providing financing to SMEs, primarily in developing economies. Our style of investment is referred to as impact investing, which J.P. Morgan Global Research and Rockefeller Foundation in a 2010 report called “an emerging alternative asset class” and defined as investing with the intent to create positive impact beyond financial return. We believe it is possible to generate competitive financial returns while creating positive, measurable impact. Through our investments in SMEs, we intend to enable job creation and stimulate economic growth. We will measure the economic, social and environmental impact of our investments using industry-standard metrics, including the Impact Reporting and Investment Standards, or IRIS. In 2008, The Rockefeller Foundation, Acumen Fund and B Lab initiated the IRIS effort to create a common framework for defining, tracking and reporting the performance of impact capital. PricewaterhouseCoopers and Deloitte were hired to draft the initial framework. As described on the IRIS website, IRIS is a set of standardized metrics that can be used to describe an organization’s social, environmental, and financial performance. IRIS metrics span an array of performance objectives and include sector-specific metrics for areas such as financial services, agriculture, and energy among others. Like financial accounting standards, IRIS provides a basis for social, environmental and financial performance reporting globally.

Our investment objectives are to provide our unitholders current income, capital preservation and modest capital appreciation primarily through SME trade finance and term loan financing, while employing rigorous risk mitigation and due diligence practices, and transparently measuring and reporting the economic, social and environmental impacts of our investments. We expect that the majority of our investments will be senior and other collateralized loans to SMEs with established, profitable businesses in developing economies. With our sub-advisors, we expect to provide growth capital financing generally ranging in size from $1-10 million. We will seek to protect and grow investor capital by: (1) targeting countries with favorable economic growth and investor protections; (2) partnering with sub-advisors with significant experience in local markets; (3) focusing on creditworthy lending targets which have at least 3-year operating histories and demonstrated cash flows enabling loan repayment; (4) making primarily debt investments, backed by collateral and borrower guarantees; (5) employing best practices in our due diligence and risk mitigation processes; and (6) monitoring our portfolio on an ongoing basis.

Our goal is to create a diversified portfolio of primarily private debt instruments, including term loans and trade finance, whose counterparties are small and medium-size businesses in developing economies. Private debt facilities generate current income and in some cases offer the potential for modest capital appreciation, while maintaining a higher place in a company’s capital structure than the equity held by the owners and other investors. It is expected that, as small and growing businesses, our borrowers will use capital to expand operations, improve the financial standing of their operations, or finance the trade of their goods. According to the IFC 2010 report, SMEs have been shown to improve job creation and GDP growth throughout the world, and we expect the portfolio of our investments to have a positive, measurable impact in their communities, in addition to offering a competitive financial return to the investor.

We were organized as a Delaware limited liability company on April 30, 2012. We intend to operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940. See “— Investment Company Act Considerations,” below.

Our Advisor

TriLinc Advisors will manage our investments. TriLinc Advisors is a newly formed private investment company focusing on impact investments in SMEs around the world. TriLinc Advisors is a registered investment adviser under the Investment Advisers Act of 1940, as amended. Led by its Chief Executive Officer, Gloria Nelund, Mark Torline, its President and Chief Operating Officer, and Paul Sanford, its Chief Investment Officer, TriLinc Advisors’ management team has a long track record and broad experience in the management of regulated, multi-billion dollar fund complexes and global macro portfolio management. TriLinc Advisors and our sub-advisors have an extensive network of relationships with emerging market private equity and debt managers, bilateral and multilateral DFIs, and international consultancies and service providers that we believe will benefit our portfolio of investments. We will benefit from both the top-down, global macro investing approach of TriLinc Advisors and the bottom-up deal sourcing and structuring of our sub-advisors. Pursuant to the joint venture agreement and its ownership in TriLinc Advisors, Strategic Capital is entitled to receive distributions equal to 15% of the gross cash proceeds received by TriLinc Advisors from the management and incentive fees payable by us to TriLinc Advisors under the Advisory Agreement. These distributions are for bona fide services performed by Strategic Capital for TriLinc Advisors in accordance with its ownership percentage and is not underwriting compensation.

We will seek to capitalize on the significant investment experience of our Advisor’s management team, which has over 100 years of collective experience in financial services and investment. Our CEO, Gloria Nelund, founded TriLinc Global in 2008 after a thirty year career in the international asset management industry. Most recently, Mrs. Nelund served as Head of the U.S. Private Wealth Management Division of Deutsche Bank, the world’s fifth largest financial institution. In this capacity, she held fiduciary responsibility for more than $50 billion in investment assets, including more than $20 billion in emerging markets and credit instruments. Prior to her tenure at Deutsche Bank, Mrs. Nelund spent sixteen years as an executive at Bank of America/Security Pacific Bank, most notably as President and CEO of BofA Capital Management, Inc., an investment management subsidiary managing $35 billion in assets for both retail and institutional investors. Additionally, Ms. Nelund acts as Independent Trustee and Chairman of the Legal and Regulatory Committee for RS Investments, a mutual fund complex with more than $20 billion in Assets Under Management (AUM). Ms. Nelund had served as the Managing Director of Scudder Kemper Investments, prior to its purchase by Deutsche Bank. While at Scudder Kemper Investments, she supported the development and growth of one of the industry’s early socially responsible investment (SRI) investment products. In addition, she was instrumental in making Deutsche Bank a leading institutional supporter of microcredit, creating multiple programs for private wealth management clients to be educated about, and invest in the asset class. Throughout her career, Ms. Nelund has been a pioneer in the development of Social Impact products for institutional and high net worth investors.

Mark Torline, our President and Chief Operating Officer, has extensive experience in the financial services, fixed income asset management and capital markets industries, as well as significant successful entrepreneurial experience. Most recently, Mr. Torline served as Managing Director of Macquarie Allegiance Capital (a subsidiary of Macquarie Funds Group) after identifying, negotiating and executing the sale of his private investment company, Allegiance Capital, in 2008. At Macquarie Allegiance Capital, Mr. Torline established and oversaw all North American fixed income investment management activities, including administration, investments and distribution. Prior, Mr. Torline co-founded and served as CEO and Chief Compliance Officer of Allegiance Capital, a provider of fixed income investment solutions with $5.5 billion AUM from institutions and individuals. During Mr. Torline’s twenty year post at Allegiance, he was responsible for all investment management activities and served as Chief Compliance Officer, establishing policies and procedures and a culture of compliance ultimately resulting in no material compliance violations during two routine SEC examinations. Earlier in his career, Mr. Torline held various senior banking roles including serving as the Chief Credit Officer, Trust Department for Security Pacific Bank. In this role, he oversaw and approved all lending activity.

Our Chief Investment Officer, Paul Sanford, has twelve years of experience developing, managing and executing global macro investment strategies at both large global banks and boutique investment firms. Throughout his career, Mr. Sanford has followed and invested in emerging markets as part of his various investment mandates, including conducting extensive research on developing economies and reviewing and selecting leading managers of emerging market debt and equities, most prominently as Portfolio Manager for Latin American accounts at the U.S. Private Bank of HSBC. Mr. Sanford has a deep understanding of macroeconomics and geo-politics, and an in-depth knowledge of traditional and alternative asset classes in both public and private capital markets. Most recently, Mr. Sanford was Chief Investment Officer for a Los Angeles-based boutique registered investment advisor, where he was responsible for developing and implementing the firm’s global investment strategy, performing manager due diligence, and managing all fund investment relationships. Mr. Sanford’s extensive experience in the banking and investment industry also includes portfolio manager positions at Deutsche Bank, HSBC and Morton Capital Management. For over a decade, Mr. Sanford has been a global macro investor with a focus on Central Bank policy, GDP growth trends, global interest rates, global currencies and foreign government policies.

We will engage multiple investment managers in a sub-advisory capacity to source, evaluate, and monitor investments. Our local market sub-advisors will have significant experience and established networks in our targeted asset classes, regions and countries, and will adhere to the investment parameters as directed by the TriLinc investment team and our board of managers. Primary sub-advisors, who will source the majority of our investments, must have a minimum five year investment track record and have invested at least $250 million in their target region. Secondary sub-advisors, who will focus on a specific region or asset class, must have a minimum three year investment track record and have invested at least $100 million in their target region. All sub-advisors must have continuity in their investment team, including senior management, and an investment strategy that can responsibly deploy appropriate levels of capital. Sub-advisors will have strong, independent risk controls and will screen for and track impact and the Environmental, Social and Governance (ESG) practices of the borrowers.

TriLinc Advisors is a joint venture between TriLinc Global LLC and Strategic Capital. The purpose of the joint venture is to permit our Advisor to capitalize upon the expertise of the TriLinc management team as well as the experience of the executives of Strategic Capital in providing advisory services in connection with the formation, organization, registration and operation of entities similar to the Company. Strategic Capital will provide certain services to, and on behalf of, our Advisor, including but not limited to formation and advisory services related to our formation and the structure of this offering, financial and strategic planning advice and analysis, overseeing the development of marketing materials, selecting and negotiating with third party vendors and other administrative and operational services.

Potential Competitive Strengths

We believe that the following key strengths and potential competitive advantages will enable us to capitalize on the significant opportunities in SME finance around the world.

The senior management team of our Advisor has a long track record and broad experience in managing and operating regulated, multi-billion dollar fund complexes. Among this experience, members of TriLinc Advisors’ senior management team have held senior executive positions at large global banks, institutional money managers and independent investment advisors. Furthermore, the senior management team has significant experience in global macro portfolio management, including executing multi-manager global macro investment strategies across asset classes, geographies and industries. This experience emphasizes maximizing risk-adjusted returns, utilizing alternative asset classes and hedging portfolio risk exposures, as well as the importance of a rigorous and disciplined approach to manager due diligence. This macro experience is complimented by the experience of our sub-advisors, who have deep local networks, a firm understanding of the local culture and regulatory environment, and a reputation for being high-quality investment partners. These qualities have enabled them to realize solid track records, and afford them access to high quality deal flow to the benefit of the Company.

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Attractive Return Profile of Asset Classes

We believe that investments in SME direct loans and SME trade finance globally present the opportunity to generate competitive and stable cash flows and deliver attractive financial returns. Although SMEs are underserved by traditional capital providers like local commercial banks, the profitability of such investments is not the limiting factor, according to the IFC 2010 report. Surveys conducted by the IFC have indicated that developing economy banks perceive SME banking as a “big market” with “good prospects,” and have realized returns on assets for their SME operations that were on average twice as high as for bank-wide operations. We also plan to provide trade financing to SMEs, an asset class which according to the International Chamber of Commerce (ICC) has enjoyed stable performance and low default rates in recent years, notwithstanding the global financial crisis. We believe that SME finance will continue to present an attractive financial opportunity in coming years, and that we will be well-positioned to identify high-quality borrowers in our target regions.

Our senior executives have extensive backgrounds in the asset management and investment industry, and along with our sub-advisors, have developed an expansive network of relationships with developing economy private equity and debt managers, bilateral and multilateral DFIs, and international consultancies and service providers that we believe will benefit our portfolio of investments. TriLinc Advisors’ local market sub-advisors are the conduit to country and region-specific deal flow. To be considered for participation with us, sub-advisors must demonstrate their presence and track record in their geographies, both of which are dependent on their ability to tap their local market networks to source lending opportunities from local SMEs. Since our sub-advisors will typically have decades of experience in these markets, they are able to maintain a robust pipeline of potential investments and maintain a high degree of selectivity when evaluating multiple opportunities.

We have created a unique fund structure that we believe will give U.S. non-accredited investors their first-ever opportunity to invest in a fund dedicated to financing developing economy SMEs. As a public company with access to capital, we believe that we will be uniquely positioned to address the capital shortage problem in global SME finance, as described below in “Market Opportunity.” In making these investments, we will also measure and report the economic, social and/or environmental impacts at the borrower level. We believe that we will be the first retail product that will provide this level of transparency and impact reporting to non-accredited investors.

We have taken multiple steps to structure our relationship with TriLinc Advisors so that our interests and those of TriLinc Advisors are closely aligned. TriLinc Advisors will not offer any units it owns for repurchase as long as TriLinc Advisors remains our Advisor. We believe TriLinc Advisors’ incentive compensation structure will align our interests with those of TriLinc Advisors, which will create the conditions to optimize returns and risk tolerance for our unitholders. In addition, by providing primarily debt to SMEs instead of equity, we leave ownership in the hands of the current owners, which encourages responsible growth to protect the value of their equity. Furthermore, we have voluntarily structured the Company with a board of managers, a majority of whom will be independent, in order to monitor our policies and conflicts.

Market Opportunity

Overview

We are centered on a single idea: providing access to finance for SMEs, particularly in developing economies, is both a profitable investment proposition and an effective driver of sustainable economic development. We believe significant opportunity exists in financing small and growing businesses, which

through expansion have the ability to hire more employees, produce more goods for local consumption, provide training to locally-based employees and pay more taxes through increased revenues. By increasing the local production of quality goods and services, these businesses can support the growing middle class in those markets.

Consistently across countries in the developed and developing world, SMEs account for a significant portion of economic growth and job creation. According to the IFC, SMEs account for over 50% of GDP and create 70% of the new jobs in high-income countries. In developing economies, defined as those classified as upper-middle income and below by the World Bank, IFC studies have estimated that there are 25-30 million formal SMEs in operation, representing up to 33% of GDP and up to 45% of formal employment.

The World Bank classifies countries by national income using the following categories:

In addition to the national income level classifications listed above, we will also target SME investment in developing economies by geography using the following regional definitions from the World Bank:

We currently do not anticipate making any U.S. investments.

Despite the economic and social importance of small businesses, there are many obstacles to their growth globally. A major barrier to growth is lack of access to capital:

Figure 1. Percentage of firms identifying access to finance as a major obstacle by firm size by the number of employees and country income group		Figure 2. Financing sources for fixed investment in developing economies

The SME finance market is a growth market

SME Finance is often characterized as the “Missing Middle,” which typically refers to businesses that are too large to be served by microfinance institutions, but too small to access local commercial bank financing.In the last few years, however, banks throughout the world have increasingly recognized the opportunity of banking SMEs. The IFC characterizes this market as an “industry in transition,” with banks reporting higher return on assets, or ROA, for their SME portfolio than the ROA for the overall bank. In fact, a 2008 IFC survey found that banks on average reported higher returns on their SME lending portfolio than for their overall portfolio — 28 percent higher operating incomes and 35 percent higher operating profits as a percentage of assets.

The IFC has increased its focus on SMEs in recent years, increasing its committed portfolio of investments in SME financial institutions by 271% between 2004 and 2009. Its client banks have increased their focus on SME finance concurrently, growing their SME term loan portfolios by nearly 14% annually to $97.1 billion from 2006-2009. For a description of investing in direct SME loans, see “— Investing in Direct SME Loans,” below. The IFC has also helped to support exporter SMEs with trade financing, supporting the export of goods in more than 7,000 transactions since the global financial crisis. Even within the highly developed financial system of the United States, SME finance is a growth market.In the United States, Congress established the Small Business Administration, or SBA, in 1953 to help support the establishment and viability of small businesses in the United States, and began tracking lending to SMEs in 1994.In the ensuing 14 years, the number of small business loans more than quadrupled to over $700 billion, according to the 2010 IFC SME Banking Guide.

Trade finance plays a crucial role in enabling global trade.For a description of trade finance, see “— Investing in Trade Finance Assets,” below. An ICC survey estimated that approximately 90% of world trade is supported by some type of trade finance. With increased globalization of supply chains and decreased barriers to trade, exports from developing economies have increased over six-fold in the last 20 years as illustrated in the graph below. As the world recovers from the 2008 financial crisis, trade has bounced back dramatically — the World Trade Organization found that trade increased 14.5% from 2009 to 2010, with developing economies experiencing 16.7% growth. World exports rose to over $15 trillion by the end of 2010.

Figure 4. Merchandise Exports from Developing Economies, in Billions

Source: UNCTADStat

Despite gains in recognizing the SME finance opportunity, huge gaps in the supply of capital remain: the IFC and McKinsey estimate that at least 7 million SMEs in East Asia and up to 2 million in both Sub-Saharan Africa and South Asia lack sufficient access to capital.Through term loans and trade finance, we will provide SMEs with the capital they need to grow and deliver goods and services to their buyers around the world.

There is a significant capital shortage in the market

A 2010 study by the IFC and McKinsey found that between 45 and 55 percent of formal SMEs, or 11-17 million firms, in developing economies do not have access to loans or lines of credit despite the need for them (see Figure 5 for regional data).That same study estimated the gap between demand and supply of SME credit to be $1.3-1.6 trillion globally, with developing economies representing about half of that gap.

In these regions, banks tend to invest the vast majority of their assets in large corporate loans and government debt.A World Bank survey found that SME loans make up 62% of total business loans in high income countries, but only 34% in low and middle income countries. We believe that this capital shortage will continue to exist for the foreseeable future, as SME banking is a complex endeavor that involves informed loan officers, local networks, and flexibility in structuring.

Global trade continues to increase, yet we believe the global supply of trade finance will not keep pace.In response to the global financial crisis, central banks sought to increase the amounts of capital banks must hold in reserve against potential losses, agreeing to a series of accords called Basel III.Banks have been the largest providers of trade finance to date, but Basel III will soon require banks to hold greater reserves when making these loans, which will act as a disincentive to making those loans. At the same time, many of these same banks are reducing their aggregate loan portfolios as they absorb losses from the European sovereign crisis and other effects of the global financial crisis, according to the Bank for International Settlements. As a result, the opportunity for non-bank providers of trade finance has grown dramatically.

Figure 5. Formal SMEs’ Access to Finance by Region

SME Lending has been shown to generate attractive returns

Although SMEs are underserved by traditional capital providers like local commercial banks, the profitability of such investments is not the limiting factor, according to the IFC. In a 2008 survey, 83 percent of developing economy banks perceived SME banking as a “big market” with “good prospects.” In the same survey, banks reported returns on assets for their SME operations that were on average twice as high as for bank-wide operations. Another survey conducted by the World Bank in 2008 found that banks lending to medium-size businesses in developing countries charged interest rates ranging from 11-15%.

The asset class has not just proven to be attractive in developing economies. Since 1958, the SBA in the United States has encouraged the formation of Small Business Investment Companies, or SBICs, which are investment funds that provide debt financing to small businesses in the United States. In 2010, when funds originated between 1999 and 2002 were maturing, their reported average annual returns were over 12%. Although past performance does not guarantee future performance, we believe that the asset class will continue to present an attractive financial return in the coming years, and that the Company will be well-positioned to identify high-quality borrowers in our target regions.

We believe that the underserved nature of such a large segment of the global economy, coupled with a strong demand for capital from the SMEs themselves, has created significant opportunity for investment. Because of the current investing environment, we believe that SMEs are likely to offer attractive investment terms in the form of current cash yield, deferred interest and equity warrants, and more attractive security features such as stricter loan covenants and quality collateral. Additionally, as compared to larger companies, SMEs often have simpler capital structures and carry less debt, thus aiding the structuring and negotiation process and allowing for greater flexibility in structuring favorable transactions.

Investments in SMEs have a significant impact on local economic development

While competitive financial returns are our primary focus, we also seek to make a quantifiable development impact with each of our investments. With a focus on providing access to capital, enabling job creation, increasing wages and promoting sustainable business practices, we aim to create measureable economic, social and/or environmental impact. The Small Enterprise Assistance Funds, or SEAF, who have been investing in developing economy SMEs for over 20 years, have collected large amounts of data on the impact of their investments. The SEAF 2011 Development Impact Report estimated that every $1 invested in an SME generates an additional $13 in the local economy, and that their investee companies increased employment by an average of 25% per year versus the 1% national average. We believe that providing access to growth capital for SMEs in our targeted geographies will drive direct, systematic and long-term economic expansion for the populations most in need.

We will primarily target investment in countries classified as upper- and lower-middle income by the World Bank as illustrated in Figure 6 below. While many of those markets exhibit high levels of growth and strong fundamentals, they are frequently still underdeveloped. By providing financing to the SME sector in these regions, we seek to catalyze economic growth and underpin broad-based social change. This change is realized in many ways, including job creation, increased incomes, and enhanced government services due to increased tax contributions. According to the IFC, “helping SMEs in developing countries to grow…lead(s) to income growth and poverty reduction.”

Figure 6. Example of the Countries within World Bank Income Classification

Source: World Bank, 2012

As evidenced by research shown here, providing creditworthy SMEs with capital can both enable job creation and deliver competitive financial returns to investors. By mobilizing capital to this end, we believe we can fundamentally improve the lives of many around the world.

Investment Strategy

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

We expect that the majority of our investments will be senior and other collateralized loans to SMEs with established, profitable businesses in developing economies. With our sub-advisors, we expect to provide growth capital financing generally ranging in size from $1-10 million per transaction. We will seek to protect and grow investor capital by: (1) targeting countries with favorable economic growth and investor protections; (2) partnering with sub-advisors with significant experience in local markets; (3) focusing on creditworthy lending targets who have at least 3-year operating histories and demonstrated cash flows enabling loan repayment; (4) making primarily debt investments, backed by collateral and borrower guarantees; (5) employing sound due diligence and risk mitigation processes; and (6) monitoring our portfolio on an ongoing basis.

We will employ a three-pronged strategy for deploying capital to developing economy SMEs:

For a discussion of extreme diversification, see “— ‘Extreme’ Diversification,” below.

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

Economics

The economic outlook for developing economies is very positive as evidenced by the IMF forecast and by recent experience in China, both in Figure 7. In the 1980s and 1990s, many governments in developing economies engaged in comprehensive macroeconomic reforms that stabilized country budgets, built up foreign reserves, and encouraged foreign direct investment. An increasingly globalized economy has led to massive growth of the global middle class: in China alone, over 150 million people are estimated to have joined the middle class since 1985, according to the OECD. The IMF has forecasted that the GDP of developing economies will grow by 5.3 percent in 2013, versus just 1.3 percent for developed countries.

Figure 7. GDP Growth in Developing and Developed Countries

Our top-down approach identifies asset classes and geographic markets with strong potential for financial, as well as economic, social and/or environmental impact returns. Scenario modeling is then used to determine the optimal mix of risk/return characteristics and investment duration. Our investment team monitors global macro and geo-political factors for our asset classes, regions, and countries through research, public market indices, local news, key partner relationships and intelligence gained through our sub-advisors.

From a top-down macro perspective, we identify countries with excellent growth prospects and a friendly environment to entrepreneurs and investors alike. The key factors we consider are:

We will manage our specific exposure to developing economies through the detailed analysis of many country factors, including:

Figure 8. Factors and Indicators for Macro Analysis

Expertise

Although the shortage of capital available for SMEs is consistent throughout the developing world, the individual economies themselves are unique. Finding quality businesses to invest in requires deep local networks, a firm understanding of the local culture and regulatory environment, and a local reputation for being a high-quality lending partner. For these reasons, we believe the most prudent strategy is to complement top-down, macroeconomic portfolio optimization and management with experienced, local sub-advisors who have solid track records and ample access to high-quality potential investments.

Investing with Sub-advisors

TriLinc Advisors plans to implement our investment strategy through partnering with multiple sub-advisors. In accordance with our risk management philosophy which emphasizes a comprehensive approach to investing and asset management, sub-advisors’ strategies are tailored to the characteristics of private financing of SMEs in developing economies.

Sub-advisors are selected based upon a comprehensive due diligence process and based upon their exposure to, skill with, and track record in selected asset classes, regions and countries. In order to qualify for sub-advisor status, interested firms must invest in our target asset classes with a local presence in our desired regions and/or countries. Sub-advisors are designated as “primary” and “secondary.” Primary sub-advisors, who will source the majority of investments for us, must have a minimum five year investment track record and have invested at least

$250 million in their target region. Secondary sub-advisors, who will focus on a specific region or asset class, must have a minimum three year investment track record and have invested at least $100 million in their target region. All sub-advisor candidates must have continuity in their investment team, including senior management, and an investment strategy that can responsibly invest the allocation received from the Company. Sub-advisors must have strong, independent risk controls and be willing to screen for and track impact and ESG practices.

With multiple sub-advisors sourcing deals in different asset classes across the globe, dynamic allocation to different managers is a key element of TriLinc Advisors’ portfolio management. Allocation decisions are driven by ongoing monitoring of asset class and geographic trends, balanced by dividend requirements, cash flow needs, and sub-advisor performance. As an element of oversight and quality control, a TriLinc investment team member will participate as an observer in sub-advisor investment committees. Sub-advisors are held accountable for performance and can be replaced by the TriLinc Advisors’ Investment Committee at will. TriLinc Advisors has initially selected the following managers to act as sub-advisors:

“Extreme” Diversification

A key aspect of the investment strategy involves reducing portfolio risk through “extreme” diversification, a signature approach that TriLinc Advisors employs that emphasizes the reduction of risks by ensuring we minimize our concentration by investment, asset class, country, and region. This degree of diversification is crucial to managing risk, which TriLinc Advisors analyzes at the portfolio, sub-advisor and individual investment levels. Portfolio level risk mitigation encompasses a variety of factors including: significant diversification (across region, country, asset class, manager, sector/industry, number of investments, duration, average deal size) and portfolio limits (region, country, individual investments), daily portfolio reviews, currency structuring and TriLinc Advisors’ Investment Committee stringent decision process. Extreme diversification is further aided by our use of multiple sub-advisors, which allows diversification by investment styles as well.

Once we are fully invested, specific portfolio concentration limits will include a regional limit of 45%, country limit of 20%, and individual investment limit of 5%.

As detailed below, we will primarily invest in two types of investments: direct loans and trade finance. Our target businesses are expected to be well-run, cash flowing operating companies. Focus will be placed on credit-worthy borrowers whose credit and cost of capital are mispriced because of the lack of viable financing alternatives. Generally, these businesses are established private companies that are in need of capital for expansion, have a demonstrated capability to pay interest during the expected loan period and demonstrate revenue, earnings and cash flow growth to realistically support the borrowing.

Investing in Direct SME loans

We expect to provide financing, mainly in the form of senior and other collateralized debt, to SMEs primarily in developing economies. Financing types include, but are not limited to:

SME loan sizes are generally expected to range from $1,000,000 and $10,000,000, with loan terms of approximately three to five years. Our target businesses are expected to be well-run, cash flowing operating companies. Focus will be placed on credit-worthy borrowers whose credit and cost of capital are mispriced because of the lack of viable financing alternatives. Generally, these businesses are established private companies that are in need of capital for expansion, have the capability to pay interest during the expected loan period, and show a trend of revenue, earnings and cash flow growth in their last three years of operations to realistically support the borrowing.

Investing in Trade Finance Assets

We expect to invest in trade finance assets, which are short-term financings provided to importers or exporters in order to facilitate the international trade of goods. The term “trade finance” covers a number of different activities related to managing the risks associated with doing business internationally. Exporters frequently require that importers prepay for goods shipped, while importers frequently require that exporters document that the goods have been shipped. Of the many forms of financing that make up trade finance, we will focus predominately on three types:

We may also utilize other common trade finance structures such as: letter of credit financing, purchase order financing and import financing.

Our focus and mission within trade finance is to provide financing to SMEs who generally sell to larger and better capitalized buyers. Due to the predominance of opportunity within the region, the strategy will initially be concentrated in Latin America, with the opportunity to expand into other markets over time. By taking credit ownership of highly collateralized transactions from SME borrowers, and financing the delivery of goods to larger, creditworthy buyers, the fund seeks to realize higher returns with lower risk. Our trade finance strategy pursues a relationship-oriented (repeat financing) and transactional approach (focus on financing over-collateralized transactions vs. balance sheet lending) and utilizes the broad international expertise and local market presence of our trade finance sub-advisor to originate, service and monitor USD-based, short-term credit facilities. Trade Finance transaction sizes are generally expected to range from $200,000 to $3,000,000, with terms of three to eight months.

Incorporation of ESG and Commitment to Responsible Investing

We have a fiduciary duty to act in the best long-term interests of our investors. Fundamental to this duty is the incorporation of ESG issues into our investment analysis and decision-making processes. ESG issues are not only central to measuring the sustainability and non-financial impacts of an investment, but can have a material impact on the long-term risk and return profile of investment portfolios. The United Nations has stated its belief that ESG issues can affect the financial performance of investments (to varying degrees across companies, sectors, regions, asset classes and through time) and a March 2009 study by risklab, a division of Allianz Global Investors, concluded that “clear financial benefits can be expected” when a focus on ESG factors is employed. We are committed to following globally accepted ESG standards and seek to invest in businesses that uphold the highest standards of business integrity and operate in accordance with local and international laws and good practices. For companies that are interested in formalizing or improving upon their existing ESG policies, TriLinc will provide guidance with regard to best practices and implementation.

Further, we will employ the IFC Exclusion List as part of our commitment to supporting sustainable businesses. The IFC has demonstrated leadership in responsible investing, in part by excluding certain types of investments they either make directly or through financial intermediaries. The types of businesses that appear on the IFC Exclusion List, which has been adopted by many fund managers in developing economies, include those that engage in the production of weapons, liquor, tobacco products, radioactive products, unbonded asbestos fibers, or any product or activity deemed illegal under host country laws or international conventions. In addition, gambling enterprises, certain types of forestry and fishing, and any enterprise that involves exploitative forms of forced or child labor are prohibited. We believe that adopting this exclusion list supports our mission and will leave us with ample opportunities to make competitive investments.

Additionally, our Sponsor is a signer of the United Nations Principles for Responsible Investment, or PRI. The PRI, launched in 2006, have over 1000 signatories from 48 countries, including asset owners, money managers and investment service providers who have pledged to incorporate ESG issues into their investment analysis and ownership policy. As a PRI signatory, our Sponsor is demonstrating a commitment to be responsive to stakeholders, aware and proactive with regard to ESG issues when it comes to fiduciary responsibility, and determination to advance responsible investment. We also recognize that applying these PRI may better align our investment decisions with the broader objectives of society.

Measuring Impact

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

Our Investment Process

The investment process that we will follow in providing capital to SMEs is illustrated by the chart below.

TriLinc Advisors has engaged in an extensive search for leading providers of SME finance to serve as our sub-advisors in our target regions, and will choose those with solid track records, deep experience in target geographies and asset classes, and a commitment to sustainable business principles. Sub-advisors will work closely with borrowers to maximize the probability of achieving our financial and impact objectives. Beyond the process followed for specific investments, TriLinc Advisors will closely monitor the portfolio of investments to help anticipate problems and mitigate risk.

Investment Origination and Participation

We seek to originate debt investments in private companies that have a proven business model, stable management, and opportunity for growth. In certain cases where we are not able to directly originate debt investments, we may make investments via participation agreements with direct lenders to the borrower. We will not target new or start-up businesses, but rather those which have been operating for at least three years with proven profitability and stable revenues (Figure 9). Trade financing will be provided to companies with a diversified group of credit-worthy trade counterparties, strong cash flow, and robust monitoring and inventory systems.

Our sub-advisors will identify attractive opportunities through their extensive local networks. With most of our sub-advisors active in their region for a decade or more, their local networks include current borrowers, other investors, local business groups, government officials, investment advisors, banks, and lawyers which allow them to identify opportunities where there is frequently little or no competition from other investors. Potential borrowers will submit initial paperwork and financial statements to the relevant sub-advisor, with the type and size of financing needed, the intended use of capital, and collateral to be used among the details provided.

Evaluation

Due Diligence. Each sub-advisor will engage in comprehensive due diligence to determine if the potential financing meets the basic criteria defined by TriLinc Advisors. Each sub-advisor has unique guidelines for investment based on their specific region and asset class, but all incorporate components of the following areas:

ESG Screening. All borrowers must pass an ESG screen of their business practices. The screen includes an exclusion of those businesses detailed in the IFC Exclusion List, a basic screen to ensure that the borrower company is operating in compliance with local laws and an initial assessment of the company’s commitment to ESG practices. Companies that do not pass this screen will not be eligible for TriLinc funding.

Impact Screening. As part of the loan application process, borrower companies must indicate a willingness and ability to create, track and report on the economic, social and/or environmental impact of their business. All borrower companies are required to track metrics associated with our core impact objective of economic development (with metrics including employment growth, revenue growth, wage growth, profitability, employee ownership and taxes paid). Additionally, borrowers must indicate a specific impact objective or objectives that match their business sector, model and goals. Examples of specific impact objectives include access to health care, pollution prevention and access to clean water.

Execution

Approval. After completing the evaluation of the investment opportunity, the sub-advisor will prepare an investment memorandum with a formal recommendation which it will advance to its investment committee; of which a member of the TriLinc investment team will participate as an observer. As part of the investment process, sub-advisor investment committees will consider whether the proposed investment meets the basic criteria set forth by the Advisor, presents a favorable risk/return tradeoff, and contributes to a diversified portfolio.

Individual investments that exceed $25 million must be approved by the Advisor’s Investment Committee, which will consist of the Chief Executive Officer, Chief Operating Officer, Chief Investment Officer, Investment Analyst(s), Chief Impact Officer and Senior Credit Officer of our Advisor. The relevant investment must be presented by a representative of the originating sub-advisor, with supporting documentation from the investment due diligence and discussion summary from the sub-advisor investment committee. These investments must be approved unanimously.

Baseline Impact Assessment. At or around the time a loan is funded, a baseline impact assessment will be completed. This includes collection of our core impact metrics, as well as borrower company impact objective-specific metrics. This data will be used to measure a borrower’s progress from the time of funding forward.

Monitoring

Portfolio Monitoring. After an investment is approved and funded, it is monitored by the Advisor and the sub-advisor. Sub-advisors are responsible for maintaining regular contact with the borrower, collecting regular

financial statements, and processing principal and interest payments. Using their local teams, sub-advisors will monitor loan covenants and local market trends as part of their normal loan servicing and observation. At least once a quarter, TriLinc Advisors will hold a performance monitoring call with each sub-advisor, reviewing the performance of each outstanding loan. In addition, TriLinc Advisors will monitor the global portfolio at a macro level, considering macroeconomic variables, political conditions, and insight from our global network of contacts. Frequent contact between TriLinc Advisors and sub-advisors will combine analysis of both loan-specific performance and macroeconomic trends. Between the activities of TriLinc Advisors and its sub-advisors, best efforts will be made to anticipate investment problems before they happen and proactively work out a solution that maximizes unitholder return.

Impact Monitoring. On an annual basis, an updating assessment will be completed. This includes collection of our core impact metrics and borrower company impact objective-specific metrics.

Annual audits of impact metrics data will be completed by an independent, third party provider.

Overview of Impact Process

Valuations

Our board of managers has established procedures for the valuation of our investment portfolio during the first full quarter after we meet our minimum offering requirement. Our valuation procedures will be performed in accordance with Accounting Standards Codification 820, or ASC 820. ASC 820 requires enhanced disclosures about assets and liabilities that are measured and reported at fair value. As defined in ASC 820, fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a

number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

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

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

Determination of fair value involves subjective judgments and estimates. As described above, the board of managers may determine the fair value of investments based upon internal valuation assessments and not independent valuation assessments, which may be materially different. Below is a description of factors that our board of managers may consider when valuing our investments.

Fixed income investments are typically valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market

transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, interest payments) to a single present value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in valuing our investments include, as applicable: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the borrower’s ability to make payments, its earnings and discounted cash flows, the markets in which the company does business, comparisons of financial ratios of peer companies that are public, the principal market and enterprise values, among other factors.

Equity interests in portfolio companies for which there is no liquid public market are valued at fair value. The board of managers, in its analysis of fair value, may consider various factors, such as multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues or in limited instances book value or liquidation value. All of these factors may be subject to adjustments based upon the particular circumstances of a portfolio company or our actual investment position. For example, adjustments to EBITDA may take into account compensation to previous owners or acquisition, recapitalization, restructuring or other related items.

We may also look to private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies or industry practices in determining fair value. We may also consider the size and scope of a portfolio company and its specific strengths and weaknesses, as well as any other factors we deem relevant in assessing the value.

To the extent in the future, in connection with our quarterly net asset valuations, we use any valuation approach not described above, we will include a description of such valuation approach in an applicable prospectus supplement or an amendment to the registration statement.

Exit

Our investments are generally self-liquidating, through the scheduled principal repayment from the borrower or payment by the importer in a trade finance transaction. Certain investments may carry equity warrants on borrowers, which allow us to buy shares of the portfolio company at a given price, which TriLinc Advisors will exercise at its discretion during the life of the Company. With respect to debt investments, we may determine to refinance them prior to the maturity date and/or allow prepayment from the borrower with or without penalty.

Risk Mitigation

Beyond the process followed for specific investments, TriLinc Advisors will closely monitor the portfolio of investments to help anticipate problems and mitigate risk. This risk analysis approaches risk at multiple levels, including the portfolio level, sub-advisor level, and investment level.

Portfolio Level. A primary mitigation tool that TriLinc Advisors employs is “extreme” diversification, which diversifies the portfolio across region, country, asset class, manager, sector/industry, number of investments, duration and average deal size, applying concentration limits for exposures to regions, countries and individual investments. TriLinc Advisors also uses its global network to obtain local market intelligence, and seeks to partner with local and multilateral government institutions in areas such as loan guarantees, political risk insurance and other programs. We will not make any investments in countries such as Iran and North Korea, where investment is prohibited by the U.S. Treasury’s Office of Foreign Assets Control.

Sub-Advisor Level. Sub-advisor level risk mitigation is accomplished through the use and rigorous due diligence of multiple sub-advisors, semi-annual site visits and annual audits, and TriLinc Advisors’ investment

team involvement on individual sub-advisor investment committees. Multiple managers are used to diversify the portfolio by investment style, and TriLinc Advisors will participate on the investment committee of each sub-advisor to monitor adherence to credit processes. TriLinc Advisors will require that sub-advisors certify their compliance with any applicable Anti-Money Laundering and Know-Your-Customer procedures.

Investment Level. Sub-advisors are responsible for maintaining regular contact with borrower company management and making on-site visits, structuring deal covenants with favorable information rights and re-examining and updating all deal investment memoranda annually. Sub-advisors will be in frequent contact with TriLinc Advisors personnel to relay pertinent investment information, and company financial statements will be updated regularly and kept by both TriLinc Advisors and the relevant sub-advisor. Additionally, incorporating ESG analysis into our due diligence and monitoring processes will add a layer of risk mitigation by actively identifying companies whose business practices do not meet accepted global standards.

Financing Strategy

We may opt to supplement our equity capital and increase potential returns to our unitholders through the use of prudent levels of borrowings from either commercial financial institutions or DFIs. We may use debt when the available terms and conditions are favorable to long-term investing and well-aligned with our investment strategy and portfolio composition. In determining whether to borrow money, we will seek to optimize maturity, covenant packages and rate structures. Most importantly, the risks of borrowing within the context of our investment outlook and the impact on our investment portfolio will be extensively analyzed in making this determination.

Hedging Activities

Most of our investments are anticipated to be denominated in US Dollars, but when exposed to foreign currencies, we will seek to hedge the exposure when prudent and cost-effective. These hedging activities may include the use of derivatives, swaps, or other financial products to hedge our interest rate or currency risk.

Investment Company Act Considerations

We intend to conduct our operations so that we and our subsidiaries, if any, will qualify for an exemption under, or otherwise will not be required to register as an investment company under the Investment Company Act.

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

We intend to conduct our business primarily through our direct and indirect wholly- and majority-owned subsidiaries, including foreign subsidiaries, who will be established to carry out specific activities. Although we reserve the right to modify our business methods at any time, at the time of this offering we expect the focus of our business will involve providing loans and other financing of the nature described in this prospectus. We intend to conduct our operations so that they comply with the limit imposed by the 40% test and we will not hold ourselves out as being engaged primarily, or actually engage, in the business of investing in securities. Therefore, we expect that we will not be subject to registration or regulation as an investment company of any kind

(including, without limitation, a face-amount certificate company, unit investment trust, open-end or closed-end company or a management company electing to be treated as a business development company) under the Investment Company Act. The securities issued to us by our wholly-owned or majority-owned subsidiaries, which subsidiaries will be neither investment companies nor companies exempt under Section 3(c)(1) or 3(c)(7) of the Investment Company Act, will not be investment securities for the purpose of this 40% test.

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

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

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

ESTIMATED USE OF PROCEEDS

The following table sets forth our best estimate of how we intend to use the gross and net proceeds from this offering assuming that we sell specified numbers of units pursuant to the primary offering and the distribution reinvestment plan, which we refer to in this section as our “DRIP offering.” However, the number of units to be offered, including the number of units to be offered pursuant to the DRIP offering, and the other terms of any offering under this prospectus, may vary from these assumptions. Units in the primary offering are initially being publicly offered on a best efforts basis at $10.00 per Class A unit, $9.576 per Class C unit and $9.186 per Class I unit and pursuant to our DRIP offering plan at the initial price of $9.025 per unit. We will commence valuations of our assets during the first full quarter following the satisfaction of the minimum offering. Thereafter, units will be offered in our primary offering at a price based on the most recent valuation, plus related selling commissions, dealer manager fees and organization and offering expenses. Once we commence valuations, units will be offered pursuant to our distribution reinvestment plan at a price equal to our then current offering price per each class of units, less the sales fees associated with that class of units in the primary offering. As a result, the allocation of units sold pursuant to the primary offering and pursuant to the DRIP offering will affect the gross proceeds, net proceeds and amount invested.

The table assumes that 1/3 of primary offering gross proceeds come from sales of Class A units, 1/3 of primary offering gross proceeds come from sales of Class C units and 1/3 of primary offering gross proceeds come from sales of Class I units. The table also assumes that the full dealer manager fee and sales commission are paid on all units offered in our primary offering to the public on a best efforts basis. The sales commission and, in some cases, all or a portion of the dealer manager fee, may be reduced or eliminated in connection with certain categories of sales. The reduction in these fees will be accompanied by a corresponding reduction in the per unit purchase price but will not affect the amounts available to us for investments. After paying the sales commission and the dealer manager fee, we will use the net proceeds of the offering to acquire investments and to pay the fees set forth in the table below. Because amounts in the following table are estimates, they may not accurately reflect the actual receipt or use of the offering proceeds.

Until the proceeds from this offering are fully invested, and from time to time thereafter, we may not generate sufficient cash flow from operations to fully fund distributions. Therefore, particularly in the earlier part of this offering, some or all of our distributions may be paid from other sources, such as cash advances by our Advisor, cash resulting from a waiver or deferral of fees, borrowings and/or proceeds from this offering. We have not placed a cap on the amount of our distributions that may be paid from cash resulting from a waiver or deferral of fees, and/or proceeds from this offering.

The following table sets forth information about how we intend to use the proceeds raised in this offering, assuming that we sell: (i) only $2,000,000 in units, the minimum offering amount, in the primary offering; (ii) $1,250,000,000 in units, the maximum offering amount, in the primary offering and no units pursuant to our DRIP offering; and (iii) $1,250,000,000 in units, the maximum offering amount, in the primary offering and $250,000,000 in units pursuant to our DRIP offering. We reserve the right to reallocate the units we are offering between the primary offering and our DRIP offering. The figures set forth below cannot be precisely calculated at this time and will depend on a number of factors, including, but not limited to, rates of reinvestment pursuant to the DRIP offering and any potential reallocation of units between the primary offering and the DRIP offering and to reallocate units among the different classes of units. Therefore, we cannot accurately predict the net proceeds we will realize from a combination of the offerings. The following table is presented solely for informational purposes.

		Minimum Primary Offering								Maximum Primary Offering								Maximum Primary Offering and Distribution Reinvestment Plan
		Amount				% of Proceeds				Amount				% of Proceeds				Amount				% of Proceeds
Gross Offering Proceeds		$	2,000,000				100.00	%		$	1,250,000,000				100.00	%		$	1,500,000,000				100.00	%
Less Offering Expenses:
Selling Commissions (1)(2)		$	66,600				3.33	%		$	41,666,667				3.33	%		$	41,666,667				2.78	%
Dealer Manager Fee (1)(2)		$	48,400				2.42	%		$	30,208,333				2.42	%		$	30,208,333				2.01	%
Organization and Offering Expense Reimbursement (3)		$	100,000				5.00	%		$	15,625,000				1.25	%		$	18,750,000				1.25	%
Net Proceeds Available for Investment (4)(5)		$	1,785,000				89.25	%		$	1,162,500,000				93.00	%		$	1,409,375,000				93.96	%

such payment would cause total underwriting compensation to exceed 10.0% of the gross proceeds of the primary offering as of the termination of the offering, as required by the rules of FINRA. We will reimburse the Advisor and its affiliates for these costs and for future organization and offering expenses they may incur on our behalf, but only to the extent that the reimbursement would not cause the selling commissions, the dealer manager fee and the other organization and offering expenses borne by us to exceed 15.00% of gross offering proceeds as of the date of reimbursement.

(4)

Until required in connection with our targeted investments, substantially all of the net proceeds of the offering and, thereafter, our working capital reserves, may be invested in short-term, highly liquid investments, including government obligations, bank certificates of deposit, short-term debt obligations and interest-bearing accounts or other authorized investments as determined by our board of managers. The amount of investments which we are able to make will depend on several factors, including the amount of capital raised in this offering, the extent to which proceeds from our distribution reinvestment plan are used to repurchase units under our unit repurchase program and whether we use offering proceeds to make distributions. We are not able to estimate the amount of investments we may make assuming the sale of any particular number of units. However, in general we expect that the concentration risk of our portfolio of investments will be inversely related to the number of units sold in this offering.

(5)

We may incur capital expenses and acquisition expenses relating to our investments. At the time we make an investment, we will establish estimates of the capital needs of such investments through the anticipated hold period of the investments. We do not anticipate that we will establish a permanent reserve for expenses relating to our investment through the anticipated hold period of the investment. However, to the extent that we have insufficient funds for such purposes, we may establish reserves from gross offering proceeds, out of cash flow generated by our investments or out of the net cash proceeds received by us from any sale or payoff of our investments.

The fees, compensation, income, expense reimbursements, interests and other payments described above payable to our Advisor, our dealer manager and their respective affiliates may increase or decrease during or after this offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Overview

We are a newly formed Delaware limited liability company that intends to make impact investments in SMEs that provide the opportunity to achieve both competitive financial returns and positive measurable impact. We intend to use the proceeds of this offering to invest in SMEs through local market sub-advisors in a diversified portfolio of financial assets, including direct loans, convertible debt instruments, trade finance, structured credit and preferred and common equity investments. We anticipate that a substantial portion of our assets will consist of collateralized private debt instruments, which we believe offer opportunities for competitive risk-adjusted returns and income generation. We will be externally managed and advised by TriLinc Advisors.

Our business objective is to generate competitive financial returns and positive economic, social and environmental impact by providing financing to SMEs, primarily in developing economies. Our style of investment is referred to as impact investing, which J.P. Morgan Global Research and Rockefeller Foundation in a 2010 report called “an emerging alternative asset class” and defined as investing with the intent to create positive impact beyond financial return. We believe it is possible to generate competitive financial returns while creating positive, measurable impact. We intend to measure the economic, social and environmental impact of our investments using industry-standard metrics, including the IRIS metrics. Through our investments in SMEs, we intend to enable job creation and stimulate economic growth.

Our investment objectives are to provide our unitholders current income, capital preservation, and modest capital appreciation primarily through SME trade finance and term loan financing, while employing rigorous risk-mitigation and due diligence practices, and transparently measuring and reporting the economic, social and environmental impacts of our investments. We expect that the majority of our investments will be senior and other collateralized loans to SMEs with established, profitable businesses in developing economies. With our sub-advisors, we expect to provide growth capital financing generally ranging in size from $1-10 million. We will seek to protect and grow investor capital by: (1) targeting countries with favorable economic growth and investor protections; (2) partnering with sub-advisors with significant experience in local markets; (3) focusing on creditworthy lending targets who have at least 3-year operating histories and demonstrated cash flows enabling loan repayment; (4) making primarily debt investments, backed by collateral and borrower guarantees; (5) employing best practices in our due diligence and risk mitigation processes; and (6) monitoring our portfolio on an ongoing basis.

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

Since we anticipate that the majority of our assets will consist of term loans and trade finance instruments, we expect that the majority of our revenue will be generated in the form of interest. We will also generate revenue from capital repayments from investments and from acquisition fees and expenses paid by borrowers in connection with the origination of loans.

We were organized as a Delaware limited liability company on April 30, 2012. We intend to operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940. Other than $200,000 contributed by our Advisor, we currently have no assets and will not commence any significant operations until we have satisfied the minimum offering requirement. We are not a blank check company within the meaning of Rule 419 of Securities Act and have no specific intent to engage in a merger or acquisition in the next 12 months.

Critical Accounting Policies and Use of Estimates

The following discussion addresses the initial accounting policies that we expect to utilize based on our current expectations of our initial operations. Our most critical accounting policies will involve decisions and assessments that could affect our reported assets and liabilities, as well as our reported revenues and expenses. We believe that all of the decisions and assessments upon which our financial statements will be based will be reasonable at the time made and based upon information available to us at that time. Our critical accounting policies and accounting estimates will be expanded over time as we continue to implement our business and operating strategy. Those material accounting policies and estimates that we initially expect to be most critical to an investor’s understanding of our financial results and condition, as well as those that require complex judgment decisions by our management are discussed below.

Basis of Presentation

Our financial statements will be prepared in accordance with U.S. generally accepted accounting principles, which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties.

Although we were organized and intend to conduct our business in a manner so that we are not required to register as an investment company under the Investment Company Act, our financial statements will be prepared using the specialized accounting principles of Accounting Standards Codification Topic 946, Financial Services – Investment Companies, or ASC Topic 946. Overall, we believe that the use of investment company accounting will make our financial statements more useful to investors and other financial statement users since it will allow a more appropriate basis of comparison to other entities with similar objectives.

Valuation of Investments

Our board of managers has established procedures for the valuation of our investment portfolio in accordance with ASC 820. ASC 820 requires enhanced disclosures about assets and liabilities that are measured and reported at fair value. As defined in ASC 820, fair value is the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

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

and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and EBITDA multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.

The inputs used in the determination of fair value may require significant judgment or estimation. Such information may be the result of consensus pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as a Level 3 asset, assuming no additional corroborating evidence.

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

Determination of fair value involves subjective judgments and estimates. Below is a description of factors that our board of managers may consider when valuing our investments.

Fixed income investments are typically valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, interest payments) to a single present value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in valuing our investments include, as applicable: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the borrower’s ability to make payments, its earnings and discounted cash flows, the markets in which the company does business, comparisons of financial ratios of peer companies that are public, the principal market and enterprise values, among other factors.

Equity interests in portfolio companies for which there is no liquid public market are valued at fair value. The board of managers, in its analysis of fair value, may consider various factors, such as multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues or in limited

instances book value or liquidation value. All of these factors may be subject to adjustments based upon the particular circumstances of a portfolio company or our actual investment position. For example, adjustments to EBITDA may take into account compensation to previous owners or acquisition, recapitalization, restructuring or other related items.

We may also look to private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies or industry practices in determining fair value. We may also consider the size and scope of a portfolio company and its specific strengths and weaknesses, as well as any other factors we deem relevant in assessing the value.

Revenue Recognition

We record interest income on an accrual basis to the extent that we expect to collect such amounts. We do not accrue as a receivable interest on loans for accounting purposes if we have reason to doubt our ability to collect such interest. We record prepayment premiums on loans and debt securities as interest income.

We place loans on non-accrual status when principal and interest are past due 90 days or more or when there is a reasonable doubt that we will collect principal or interest. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are generally restored to accrual status when past due principal and interest is paid and, in our management’s judgment, is likely to remain current.

Structuring and similar fees are recognized as income as earned, usually when paid. Structuring fees are included in other income.

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

We will measure net realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Payment-in-Kind Interest

We may have investments that contain a payment-in-kind, or PIK, interest provision. For loans with contractual PIK interest, any interest will be added to the principal balance of such investments and be recorded as income, if the valuation indicates that such interest is collectible.

Organization Expenses

Organization expenses will be expensed on the company’s statement of operations as incurred.

Offering Expenses

Offering expenses, which consist of fees paid in relation to items such as legal, accounting, regulatory and printing work incurred related to our offering, will be charged directly against the proceeds of the offering.

U.S. Federal Income Taxes

We intend, for U.S. Federal income tax purposes, to be characterized as a partnership, however, the tax treatment of the Company as a partnership, as opposed to being subject to characterization as a corporation under the rules related to publicly traded partnerships, is highly complex and discussed below in the section, “Federal Income Tax Considerations.”

Calculation of Net Asset Value

Our net asset value is expected to be calculated on a quarterly basis commencing during the first full quarter after the minimum offering is achieved. We will calculate our net asset value per unit by subtracting total liabilities from the total value of our assets on the date of valuation and dividing the result by the total number of outstanding units on the date of valuation. See “Value Determinations in Connection with this Best Efforts Offering” below.

Value Determinations in Connection with this Best-Efforts Offering

We are offering our units on a continuous basis at an initial offering price of $10.00 per Class A unit, $9.576 per Class C unit and $9.186 per Class I unit; however, following the commencement of valuations, to the extent that our net asset value on the most recent valuation date increases above or decreases below our net proceeds per unit as stated in this prospectus, our board of managers will adjust the offering prices of all classes of units to ensure that no unit is sold at a price, after deduction of selling commissions, dealer manager fees and organization and offering expenses, that is above or below our net asset value per unit as of such valuation date.

Promptly following any such adjustment to the offering prices per unit, we will file a prospectus supplement or post-effective amendment to the registration statement with the SEC disclosing the adjusted offering prices, and we will also post the updated information on our website at www.trilincglobalimpactfund.com. The adjusted offering prices will become effective five business days after our board of managers determines to set the new prices and we publicly disclose such prices.

Recently Issued Accounting Pronouncements

Under the JOBS Act, emerging growth companies can delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

Prior Independent Registered Public Accounting Firm

On February 20, 2013, the audit committee of our board of managers voted to dismiss SS&G, Inc., or SS&G, as our independent registered public accounting firm, effective as of February 20, 2013. We informed SS&G of the decision on February 20, 2013. SS&G’s report on our consolidated financial statements as of and for the year ended December 31, 2012 contained no adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal year ended December 31, 2012 through February 20, 2013, there were no disagreements with SS&G on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of SS&G, would have caused it to make reference to the subject matter of the disagreements in its report for such year.

We provided SS&G with a copy of the above disclosure and requested that SS&G provide us with a letter addressed to the SEC stating whether or not SS&G agrees with the above disclosures and, if not, stating the respects in which it does not agree. A copy of that letter, dated February 20, 2013, is filed as Exhibit 16.1 to this registration statement.

New Independent Registered Public Accounting Firm

On February 20, 2013, the audit committee of our board of managers engaged Deloitte and Touche LLP to serve as our independent registered public accounting firm to audit our consolidated financial statements for the year ended December 31, 2013.

Results of Operations

As of the date of this prospectus, we have not commenced any significant operations because we are in our organizational stage. We will not commence any significant operations until we have satisfied the minimum offering requirement.

Revenues. We plan to generate revenue in the form of interest on the debt securities that we hold and distributions and capital gains on other interests that we acquire in our portfolio companies. We expect that the senior debt we invest in will generally have stated terms of three to five years and that the subordinated debt we invest in will generally have stated terms of three to five years. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable monthly, quarterly or semi-annually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest generally will become due at the maturity date. In addition, we may generate revenue in the form of acquisition and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

Expenses. During our offering and operating stage, we expect our primary expenses to be the payment of asset management fees and the reimbursement of expenses under our Advisory Agreement with TriLinc Advisors. We will bear other expenses, which are expected to include, among other things:

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments. We will measure net realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Liquidity and Capital Resources

We will generate cash primarily from the net proceeds of this offering and from cash flows from interest, dividends and fees earned from our investments and principal repayments and proceeds from sales of our investments. Our primary use of cash will be to make investments in portfolio companies, payments of our expenses and cash distributions to our unitholders. We expect to maintain cash reserves from time to time for investment opportunities, working capital and distributions. Immediately after we meet our minimum offering requirement, gross subscription funds will total at least $2,000,000, excluding the purchase of at least $200,000 of units by TriLinc Advisors. Subsequent to satisfying the minimum offering requirement, we will sell our units on a continuous basis at initial offering prices of $10.00 per Class A unit, $9.576 per Class C unit, and $9.186 per Class I unit; however if our net asset value increases above or decreases below our net proceeds per unit as stated in this prospectus, we will adjust the offering prices of units to ensure that after the effective date of the new offering prices, no unit is sold at a price, after deduction of selling commissions, dealer manager fees and organization and offering expenses, that is above or below our net asset value per unit as of the most recent valuation date.

We may borrow funds to make investments, including before we have fully invested the proceeds of this offering, to the extent we determine that leveraging our portfolio would be appropriate. We have not decided whether, and to what extent, we will finance portfolio investments using debt or the specific form that any such financing would take. Accordingly, we cannot predict with certainty what terms any such financing would have or the costs we would incur in connection with any such arrangement.

On May 15, 2012, TriLinc Advisors purchased 22,161 Class A units for aggregate gross proceeds of $200,000.

Contractual Obligations

We have entered into certain contracts under which we have material future commitments. On February 20, 2013, we entered into the Advisory Agreement with TriLinc Advisors. The Advisory Agreement is effective as of the date that this offering is declared effective by the SEC. TriLinc Advisors will serve as our advisor in accordance with the terms of our Advisory Agreement. Payments under our Advisory Agreement in each reporting period will consist of (i) an asset management fee equal to a percentage of the value of our gross assets, and (ii) the reimbursement of certain expenses. Certain subordinated fees based on our performance are payable after our subordination is met.

If any of our contractual obligations discussed above is terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our Advisory Agreement.

Off-Balance Sheet Arrangements

Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not expect to have any off-balance sheet financings or liabilities.

Distributions

We intend to pay distributions pursuant to the terms of our operating agreement on a monthly basis beginning no later than the first fiscal quarter after the month in which the minimum offering requirement is met. From time to time, we may also pay interim distributions at the discretion of our board. Distributions are subject to the board of managers’ discretion and applicable legal restrictions and accordingly, there can be no assurance that we will make distributions at a specific rate or at all. Distributions will be made on all classes of our units at the same time. The cash distributions with respect to the Class C units will be lower than the cash distributions with respect to Class A and Class I units because of the distribution fee relating to Class C units, which will be allocated as a Class C specific expense. Amounts distributed to each class will be allocated among the unitholders in such class in proportion to their units.For more information regarding allocation of distributions among unit classes, see “Description of Units and Our Operating Agreement — Distributions.”

Quantitative and Qualitative Disclosures About Market Risk

We will be subject to financial market risks, including changes in interest rates. To the extent that we borrow money to make investments, our net investment income will be dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of rising interest rates, our cost of funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.

We may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

Legal Proceedings

Neither we nor our Advisor is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or against our Advisor.

MANAGEMENT OF THE COMPANY

Board of Managers

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

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

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

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

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

our business and must devote only that portion of their time to our business as the reasonable execution of the duties shall require. We do not expect that our managers will be required to devote a significant portion of their time to us in discharging their duties.

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

Our general investment and borrowing policies are set forth in this prospectus. Our board of managers may establish further written policies pertaining to investment and borrowing. Our independent managers will review the investment and borrowing policies of the Company with sufficient frequency (and, upon commencement of this offering, at least annually) to determine that the policies being followed by the Company at any time are in the best interests of the unitholders. Each such determination and the basis therefore will be set forth in the minutes of the meetings of our board of managers. Unless modified by our board of managers, we will follow the policies and procedures set forth in this prospectus.

Managers and Executive Officers

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

Gloria S. Nelund, Chairman and Chief Executive Officer

Gloria S. Nelund has served as our Chairman and Chief Executive Officer since our formation in April 2012. In addition, she has served as the Chairman and Chief Executive Officer of our Advisor since its formation in April 2012 and as the Chairman and Chief Executive Officer of our Sponsor since its formation in August 2008. From October 2006 until August 2008, Ms. Nelund served as the President and founder of Titus Development Group, LLC, a consulting firm focusing on strategy development, business planning and launch for start-up companies, as well as growth planning for small to mid-sized firms. Prior to founding Titus Development, LLC, Ms. Nelund spent her career as a high level executive in the international Asset Management Industry. Most recently, Ms. Nelund served as Head of the U.S. Private Wealth Management Division at Deutsche Bank, the world’s fifth largest financial institution. In this capacity, Ms. Nelund held fiduciary responsibility for more than $50 billion in investment assets, including more than $20 billion in emerging markets and credit instruments. In addition to this role, Ms. Nelund served as the only female member of the Global Private Wealth Management Executive Committee. Ms. Nelund had served as the Managing Director of Scudder Kemper Investments, prior to its purchase by Deutsche Bank.

Prior to her tenure at Deutsche Bank, Ms. Nelund spent sixteen years as an executive at Bank of America / Security Pacific Bank, most notably as President and CEO of BofA Capital Management, Inc., an investment management subsidiary managing $35 billion in assets for both retail and institutional investors. In addition to managing fixed-income and equity mutual funds in both the U.S. and internationally, Ms. Nelund’s division was

responsible for managing assets on behalf of public funds, common trust funds and corporate funds. Ms. Nelund also spent five years as Manager of Worldwide Sales and Marketing of BofA Global Asset Management and three years as CEO of InterCash Capital Advisors, Inc., a $15 billion investment management subsidiary of Security Pacific Bank.

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

Ms. Nelund brings to us more than 30 years of experience in executive management of financial institutions, as well as deep expertise in the creation, sale and distribution of financial products within the wealth management community.

In addition to her activities with TriLinc, Ms. Nelund acts as Independent Trustee for RS Investments, a mutual fund complex with more than $20 billion in assets under management. She is also a life-long supporter of development-oriented philanthropic causes. While at Deutsche Bank, Ms. Nelund served on the Board of the Deutsche Bank Americas Community Development Group, with responsibility for providing loans, investments and grants to targeted organizations throughout the U.S. and Latin America. She has also volunteered as a teacher of at-risk youth in the Los Angeles Unified School District and the YMCA of Los Angeles. Ms. Nelund currently sits on the board of multiple not-for-profit organizations and actively supports entrepreneurship research and education. She is an active speaker and guest lecturer on Impact Investing at conferences and several top business schools, including Wheaton, Kellogg and the Massachusetts Institute of Technology. Ms. Nelund attended the University of Dayton in Dayton, Ohio as a Business and Economics major, and she is a graduate of the University of Virginia Colgate Darden Graduate School’s Sales and Marketing Executives Program.

We believe that Ms. Nelund’s qualifications to serve as Chairman of our board of managers include her over 30 years’ of experience in the international asset management industry, including significant experience serving as CEO of multiple investment institutions. In addition, her experience as a pioneer in the development of social impact products for institutional and high net worth investors affords her a unique perspective on the evolving world of impact investing and these insights will be valuable to us.

Mark Torline, Manager, President and Chief Operating Officer

Mark Torline has served as our President and Chief Operating Officer and as a member of our board since our formation in April 2012. In addition, Mr. Torline has served as the President and Chief Operating Officer of our Advisor since its formation in April 2012 and as the President and Chief Operating Officer of our Sponsor since July 2011. Mr. Torline has extensive experience in the financial services, fixed income asset management and capital markets industries, as well as significant successful entrepreneurial experience. From June 2008 until June 2011, Mr. Torline served as Managing Director of Macquarie Allegiance Capital (a subsidiary of Macquarie Funds Group) after identifying, negotiating and executing the sale of his private investment company, Allegiance Capital, in 2008. At Macquarie Allegiance Capital, Mr. Torline established and oversaw all North American fixed income investment management activities, including administration, investments and distribution. From October 1988 until June 2008, Mr. Torline co-founded and served as CEO and Chief Compliance Officer of Allegiance Capital, a provider of fixed income investment solutions with a $5.5 billion AUM from institutions and individuals. During Mr. Torline’s twenty year post at Allegiance, he was responsible for all investment management activities and served as Chief Compliance Officer, establishing policies and procedures and a culture of compliance ultimately resulting in no material compliance violations during two routine SEC examinations. Earlier in his career, Mr. Torline held various senior banking roles including serving as the Chief Credit Officer, Trust Department for Security Pacific Bank. In this role, he oversaw and approved all lending activity. Mr. Torline holds an MBA from Northwestern University, Kellogg School of Management and a B.A. from Wichita State University.

We believe Mr. Torline’s qualifications to serve on our board of managers are demonstrated by his proven entrepreneurial success as co-founder, CEO and Chief Compliance Officer of Allegiance Capital, his position as Managing Director at Macquarie Allegiance Capital and his leadership as a management executive in the banking and asset management industries. His career-long emphasis on credit and process positions him to provide valuable insight with respect to investment due diligence and our system of internal controls.

Paul Sanford, Chief Investment Officer

Paul Sanford has served as our Chief Investment Officer since our formation in April 2012. In addition, Mr. Sanford has served as the Chief Investment Officer of our Advisor since its formation April 2012 and as Chief Investment Officer of our Sponsor since July 2011. From September 2007 until July 2011, Mr. Sanford was Managing Director and Chief Investment Officer for a Los Angeles-based boutique Registered Investment Advisor, where he was responsible for developing and implementing the firm’s Global Investment Strategy, performing manager due diligence, and managing all fund investment relationships. Mr. Sanford’s extensive experience in the banking and investment industry also includes portfolio manager positions at Deutsche Bank from January 2007 until September 2007, HSBC and Morton Capital Management.

Mr. Sanford has twelve years of experience developing, managing and executing global macro investment strategies at both large global banks and boutique investment firms. Throughout his career, Mr. Sanford has followed and invested in emerging markets as part of his various investment mandates, including conducting extensive research on developing economies and reviewing and selecting leading managers of emerging market debt and equities, most prominently as Portfolio Manager for Latin American accounts at the U.S. Private Bank of HSBC. Mr. Sanford has a deep understanding of macroeconomics and geo-politics, and an in-depth knowledge of traditional and alternative asset classes in both public and private capital markets. For over a decade, Mr. Sanford has been a global macro investor with a focus on Central Bank policy, GDP growth trends, global interest rates, global currencies and foreign government policies.

Mr. Sanford holds a B.A. in Business Economics from California State University, Long Beach and previously served in the United States Marine Corps. He is a member of the CFA Society of Los Angeles and the CFA Institute. Mr. Sanford serves on the Investment Committee for the City of Hope, an independent biomedical research, treatment and education institution, leading the fight to conquer cancer, diabetes, HIV/AIDS and other life-threatening diseases. Mr. Sanford is also a member of the Board of Trustees and Investment Committee member for Providence Little Company of Mary Foundation, a not-for-profit 501(c)(3) charitable organization dedicated to supporting the Providence Health and Services, Southern California, organization. The foundation provides philanthropic support as well as community based programs and services to the communities serviced by Providence Little Company of Mary Medical Centers in San Pedro and Torrance, California.

Joshua Zuckerwise, Chief Financial Officer and Chief Compliance Officer

Joshua Zuckerwise has served as our Chief Financial Officer and Chief Compliance Officer since November 2012. Additionally, he has served as Chief Financial Officer and Chief Compliance Officer of our Advisor since November 2012 and Chief Financial Officer and Chief Compliance Officer of our Sponsor since November 2012. Mr. Zuckerwise has broad experience in the investment and accounting industries. From June 2008 until November 2012, Mr. Zuckerwise was Chief Operating Officer and Chief Financial Officer of Armory Funds, LLC (formerly Fulcrum Strategy, LLC), the investment manager of Armory Credit Opportunity Fund, LP (formerly Oppenheimer Distressed Opportunities, LP), a U.S. middle-market distressed credit fund. While at Armory Funds, Mr. Zuckerwise was responsible for all middle- and back-office functions and contributed to various portfolio management functions. From July 2006 until May 2008, Mr. Zuckerwise was the Global Controller of Clearwater Capital Partners, LLC, an investment manager focused on investments in primary and secondary loans of distressed Asian companies. While at Clearwater Capital Partners, Mr. Zuckerwise was responsible for ensuring consistent application of US GAAP across four offices located in Asia, financial reporting for multiple funds and levered vehicles, and a global portfolio accounting system implementation. Prior to Clearwater Capital Partners,

Mr. Zuckerwise was an Audit Manager at PricewaterhouseCoopers LLC in New York, NY, and managed the audits of various multi-billion dollar hedge funds across a variety of investment strategies.

Mr. Zuckerwise has twelve years of experience working with and for various investment managers. His extensive investment industry experience spans multiple disciplines and geographies, with an emphasis in emerging Asia, and includes fund accounting, tax structuring, compliance, investment banking and risk management. He has particular experience in matters such as accounting policy, valuation, investor reporting, international fund structuring and tax compliance, and has spent the last six years designing and implementing processes and procedures for growing investment management firms. Mr. Zuckerwise is a Certified Public Accountant and holds a B.S. in Management, with a dual concentration in Accounting and Information Systems, from Tulane University.

Scott Becker, Corporate Controller and Secretary

Scott Becker has served as our Corporate Controller and Secretary since November 2012 and prior to that has served as our Chief Financial Officer and Secretary since our formation in April 2012. In addition, Mr. Becker has served as the Corporate Controller of our Advisor and our Sponsor since November 2012 and prior to that as Chief Financial Officer of our Advisor since its formation in April 2012 and as Chief Financial Officer of our Sponsor since April 2010. From October 2005 until October 2009 Mr. Becker held the position of Chief Financial Officer for Clear Path Networks, Inc., a private equity-funded IT service provider with customers in Europe and the Middle East and operations in China, India, and the U.K. Prior to ClearPath, Mr. Becker was Chief Financial Officer and Controller at Richard Marshall Fine Flooring, Inc., a manufacturer of ultra-premium hardwood flooring. He was hired to oversee restructuring after a failed business venture brought the firm near insolvency, resulting in meeting all financial obligations while manufacturing operations continued unabated.

Mr. Becker brings broad financial management experience including executive-level positions in the manufacturing, distribution, and non-profit sectors, as well as extensive experience in high-growth environments. His strategic and financial planning backgrounds have enabled him to anticipate capital requirements and work with lenders and investors to secure adequate liquidity to fund corporate development objectives and his experience in restructuring debt and effectively managing working capital has enabled him to successfully address the challenging business climate we face today. Mr. Becker has expertise in the implementation of sound internal controls and procedures to proactively minimize risks while maintaining operational efficiencies. He has successfully overseen a wide range of independent third party audits, including financial statement, government, lender, and insurance audits. Mr. Becker holds an MBA from the University of Southern California Marshall School of Business and a B.S. from California State University, Long Beach.

Terry Otton, Independent Manager

Terry Otton served as Chief Executive Officer of RS Investments from September 2005 until his retirement in March 2012 and as President and Trustee of RS Investment Trust and RS Variable Products Trust since April 2004 and May 2006 until March 2012, respectively. Mr. Otton re-joined RS Investments in 2004 and became Chief Executive Officer in September 2005. Mr. Otton has 30 years of experience in the investment management and securities industry, having previously served since 2001 as a Managing Director of the mergers and acquisition practice at Putnam Lovell NBF Group, an investment banking firm focused on the investment management and securities industry. Previously, Mr. Otton spent more than 10 years as a Managing Director and CFO of Robertson, Stephens & Company and Robertson Stephens Investment Management, the predecessor to RS Investments. Mr. Otton was one of the principal founders of Robertson Stephens Investment Management in 1986. Mr. Otton serves on the Board of Trustees of the Children’s Hospital and Research Center Foundation and as a Board member and past President of the Foundation of City College of San Francisco and serves on the Board of Trustees of the Cal State East Bay Educational Foundation Board. Mr. Otton holds a Bachelor of Science degree in Business Administration from the University of California at Berkeley and is a Certified Public Accountant.

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

Cynthia Hostetler, Independent Manager

Cynthia Hostetler has been an independent trustee of the Artio Global Investment Funds since November 2011 and an independent director of Artio Global Equity Fund Inc. since November 2010. Ms. Hostetler has also served since May 2012 as an independent director of Edgen Group (NYSE:EDG), an energy infrastructure company. From August 2001 until her retirement in January 2009, Ms. Hostetler was the Head of Private Equity and Vice President of Investment Funds at the Overseas Private Investment Corporation (OPIC). Prior to OPIC, Ms. Hostetler was the President and a member of the Board of Directors of First Manhattan Bancorporation. Ms. Hostetler began her professional career as an attorney in the corporate/banking department of the law firm Simpson Thacher & Bartlett, and received a Bachelor of Arts degree from Southern Methodist University and her law degree from The University of Virginia School of Law.

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

R. Michael Barth, Independent Manager

R. Michael Barth has been a Managing Partner of Barth & Associates LLC, an emerging markets capital advisory and consulting firm, since January 2012. Previously, Mr. Barth held various positions with Darby Overseas Investment Ltd., a 100% subsidiary of Franklin Templeton Investments, including Senior Advisor, Business Development from January 2011 until January 2012, Senior Director, Business Development from January 2009 until January 2011, Senior Managing Director, Global Investment from March 2007 until January 2009 and Managing Director, Global Investment from March 2006 until March 2007. Before joining Darby, Mr. Barth spent over twenty years working for some of the most prominent development finance institutions in the world. Mr. Barth holds a Masters Degree in International Economics / International Affairs from the Johns Hopkins University, School of Advanced International Studies, and a Bachelor’s Degree in Economics from Brandeis University.

Mr. Barth was selected to serve on the Company’s board of managers because of his distinguished career in emerging markets development and investment. His qualifications to serve on the Company’s board of managers span more than 30 years’ of relevant experience in development/emerging markets, including serving as Chief Executive Officer of FMO (Netherlands Development Finance Company), Director of the Capital Markets Development Department at the World Bank and several senior positions at the International Finance Corporation, the private sector arm of the World Bank Group. Mr. Barth is currently a member of the Board of Directors of FINCA Microfinance Holding and SNV (USA), and Senior Advisor of the Grassroots Business Fund. He is also a member of the Investment Committee of private equity manager Tuninvest /Africinvest. Additionally, he is a non-resident Fellow of the Center for Strategic and International Studies, a member of the Expert Advisory Board of Dalberg Global Development Advisors, the International Council of the Bretton Woods Committee, the Council of the Royal Tropical Institute of The Netherlands and of Bamboo Finance (Luxembourg). Previously, he has held several board positions, including of EMPEA, the Emerging Markets Private Equity Association.

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

Committees of the Board of Managers

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

Audit Committee

Our board of managers has established an audit committee that consists of Messrs. Terry Otton and R. Michael Barth, and has designated Mr. Terry Otton as an audit committee financial expert. The audit committee will assist our board in overseeing the following:

The audit committee has selected the independent public accountants to audit our annual financial statements, and will review with the independent public accountants the plans and results of the audit engagement, and consider and approve the audit and non-audit services provided by the independent public accountants.

Corporate governance and conflicts committee

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

Compensation of Executive Officers and Managers

We do not currently have any employees nor do we currently intend to hire any employees. Each of our executive officers, including each executive officer who serves as a manager, is employed by our Sponsor and also serves as an executive officer of our Advisor. Each of these individuals receives compensation from our Sponsor for his or her services, including services performed for us and for our Advisor. As executive officers of our Advisor, these individuals will manage our day-to-day affairs and carry out the directives of our board of managers in the review and selection of our sub-advisor and review of our investment opportunities and will

oversee and monitor our acquired investments. Although we will reimburse our Advisor for certain expenses incurred in connection with providing these services to us, we do not intend to pay any compensation directly to our executive officers and we will not reimburse our Advisor for the salaries and benefits paid to our named executive officers, as defined under the federal securities rules and regulations.

We intend to compensate each of our independent managers with an annual retainer of $30,000, which will be pro-rated in the event of a partial term. In addition, we will pay our independent managers fees for attending board and committee meetings as follows:

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

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

Our organizational documents limit the liability of our managers and officers to us and our unitholders for monetary damages and require us to indemnify our officers, our Advisor, and its affiliates for losses they may incur by reason of their service in that capacity if all of the following conditions are met:

The SEC takes the position that indemnification against liabilities arising under the Securities Act of 1933 are against public policy and unenforceable. Furthermore, our organizational documents prohibit the indemnification of our officers, our managers, our Advisor, any of its affiliates, or any other person operating as a broker-dealer for liabilities arising from or out of a violation of state or federal securities laws, unless one or more of the following conditions is met:

Our operating agreement also provides that advancement of funds to managers, our Advisor or any of its affiliates for reasonable legal expenses and other costs incurred in advance of the final disposition of a proceeding for which indemnification is being sought is permissible only if all of the following conditions are met:

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

Compensation Committee Interlocks and Insider Participation

No compensation committee exists, and no deliberations occurred with respect to executive compensation, as no executive officers will receive any compensation for their service as executive officers.

Our Advisor

Our Advisor is TriLinc Advisors, LLC. Our officers and two of our managers also are officers, key personnel and/or members of our Advisor. Our Advisor has fiduciary responsibility to us and our unitholders pursuant to the Advisory Agreement. The officers and key personnel of our Advisor are as follows:

For biographical information for Ms. Nelund and Messrs. Torline, Sanford, Zuckerwise and Becker, see “— Managers and Executive Officers” above.

Patrick Miller, Executive Vice President

Patrick Miller has served as Executive Vice President of our Advisor since its formation in April 2012. He is a co-founder of our dealer manager and has served as its President since its formation in March 2009. In addition, he is co-founder and Managing Director of Strategic Capital Companies, LLC, an advisory company with the focus on advising companies on marketing alternative investment products via professional financial intermediaries. Mr. Miller is responsible for overall strategy and new business development at Strategic Capital Companies. Mr. Miller has also served as Executive Vice President of Carter/Validus Advisors, LLC since April, 2010 and Executive Vice President of O’Donnell Strategic Industrial Advisors, LLC since August 2010. Prior to founding Strategic Capital Companies, he served as President of KBS Capital Markets Group, LLC since the company’s inception in October 2005. During his tenure, KBS raised approximately $1.7 billion in investment capital for KBS Real Estate Investment Trust and successfully launched KBS Real Estate Investment Trust II, Inc. From 2002 until joining KBS Capital Markets Group in October 2005, Mr. Miller served as President and Chief Executive Officer of FinancialCampus, an online education and training company serving the financial services industry. He was responsible for facilitating the successful acquisition of the company by the Thomson Corporation in 2004. Mr. Miller also served as Chief Executive Officer of Equitable Distributors Inc., the wholesale distribution subsidiary of AXA Financial until 2001. Mr. Miller was elected Chief Executive Officer in 2000 after having joined Equitable Distributors at its inception in 1996 as President of the Wirehouse Division. Mr. Miller obtained a Bachelor of Arts from the University of California at Los Angeles in 1985. Mr. Miller serves on the Board of Trustees for the Investment Program Association.

Michael Dean, Senior Credit Officer

Michael Dean has served as Senior Credit Officer of our Advisor and our Sponsor since December 2012. From July 2011 through December 2012, Mr. Dean served as Executive Director at Umoya Capital Management, Inc. a California based boutique consulting firm that advises hedge funds, fund of hedge funds, and banks focused on asset-based lending. From May 2010 through June 2011, Mr. Dean was Head of Fund Risk and Operational Due Diligence at Harcourt Investment Consulting, a Fund of Hedge Funds based in Zurich, Switzerland. During his tenure at Harcourt, Mr. Dean directed all operational due diligence activities across the firm’s investment portfolio and spearheaded the wind-down of the firm’s legacy asset-based lending positions. From January 2007 through May 2010, Mr. Dean served as Director and Investment Analyst at Gottex Fund Management, a Swiss based Fund of Hedge Funds. Based in New York, Mr. Dean performed detailed due diligence on asset-based lending and credit opportunity funds in the U.S., Latin America and Europe. Before joining Gottex, Mr. Dean spent seven years at Sovereign Bank structuring and underwriting asset-based and middle market loans.

Mr. Dean graduated from Boston University with a Bachelor of Arts in Economics and International Relations. Born and raised in South Africa, Mr. Dean is a dual citizen of South Africa and the UK and is fluent in Afrikaans.

Marni Hodder, Chief Impact Officer

Marni Hodder has served as Chief Impact Officer of our Advisor since its formation in April 2012 and of our Sponsor since July 2011. From September 2007 until July 2011, Ms. Hodder served as Managing Director and Chief Operating Officer for Tow Financial Advisors, a Los Angeles-based boutique registered investment advisor, or RIA, where she was also a member of the Investment Committee. From March 2005 until September 2007, she served as Compliance and Benefits Manager for Tow. During her tenure at Tow, she created and implemented a start-up compliance program for the RIA, developed a proprietary fiduciary-focused 401(k) platform, created and implemented a profit-center tracking program designed to focus resources on most profitable business lines, developed and implemented a fiduciary-focused investment due diligence program, and

provided oversight of portfolio accounting and administration, as well as all IT platforms. Ms. Hodder has spent her career in the investment industry and has more than 13 years of investment industry experience. Her specific expertise includes portfolio accounting and administration, and RIA operations and compliance, with an emphasis on robust and efficient process.

Ms. Hodder holds a Bachelor of Arts from Northern Arizona University and is fluent in both German and French. She has received formal training in investment fiduciary responsibility, and has earned the Accredited Investment Fiduciary professional designation, awarded by the Center for Fiduciary Studies, which is associated with University of Pittsburgh.

Steve Napleton, Senior Investment Officer

Steve Napleton has served as Senior Investment Officer for our Advisor and our Sponsor since January, 2013. Prior to that Mr. Napleton had served as Investment Analyst for our Advisor and our Sponsor since July 2012 and as the Director of Investment Partnerships of our Advisor and our Sponsor since April 2012 and August 2011, respectively. From August 2008 until July 2011, Mr. Napleton served as Senior Private Sector Advisor at the U.S. State Department, where he spearheaded numerous private sector initiatives on behalf of the U.S. President’s Emergency Plan for AIDS Relief, or PEPFAR. In that role, Mr. Napleton led a number of large-scale public-private partnerships for the State Department, leveraging private sector expertise on problems ranging from local production of fortified foods to capacity-building of local partners in sub-Saharan Africa. He also served on department-wide initiatives, including the Haiti earthquake response task team and an interagency working group to engage impact investors. While pursuing his Master’s degree, Mr. Napleton worked for the United States Agency for International Development/ Development Alternatives, Inc. as a Global Development Alliance Research Associate from January 2008 until July 2008, for the United Nations Development Program/Millennium Villages Project as an Enterprise Development Intern from June 2007 until July 2007, and as an Office of Investment Policy Intern at the Overseas Private Investment Corporation from January 2007 until April 2007.

Prior to his roles in public service, Mr. Napleton worked in the investment banks of Goldman Sachs and Citigroup. He provided market research, asset allocation advice and trade execution in fixed income structured investments to money managers, insurance companies and banks throughout the U.S. Mr. Napleton’s experience encompasses the capital markets as well as international development, affording him a unique perspective on the discipline of impact investing. Mr. Napleton holds a Masters in Public Policy from Georgetown University and a BS in Science-Business from the University of Notre Dame. Mr. Napleton is a CFA charterholder and member of the CFA Society of Washington, DC. He serves on the board of Upendo Village, an organization based outside of Nairobi that provides medical care, education and job training for people infected and affected by HIV/AIDS.

ADVISORY AND SUB-ADVISORY AGREEMENTS

General

The management of our investment portfolio is the responsibility of our Advisor and its Investment Committee. The Advisor performs its duties and responsibilities under the Advisory Agreement. Under the terms of the Advisory Agreement, our Advisor will be responsible for overall management of our activities and overseeing the performance of the sub-advisors and will have a fiduciary responsibility to us and to our unitholders. The sub-advisors and its affiliates will be responsible for initially identifying, evaluating, and negotiating our investments, and providing asset management services. Although our Advisor, directly or through one of its affiliates, has engaged the sub-advisors, our Advisor retains ultimate responsibility for the performance of services under the Advisory Agreement.

The Advisory Agreement

This summary is provided to illustrate the material functions that we expect our Advisor, directly and through its engagement of the sub-advisors, will perform for us as our Advisor, and it is not intended to include all of the services that may be provided to us by third parties. Pursuant to the Advisory Agreement, our Advisor will manage our day-to-day operations, retain appropriate professional service providers and asset management personnel and perform other duties, including, but not limited to the following:

Impact monitoring

In addition the services described above, our Advisor and sub-advisors will evaluate our investments to ensure they meet our ESG criteria and impact objectives as set forth by our board of managers. Our Advisor and sub-advisors will regularly monitor and report on the ESG practices, as well as economic, social and environmental impact of our investments.

Fees payable pursuant to the Advisory Agreement

Organization and Offering Expenses

To date, our Advisor has paid organization and offering expenses on our behalf. We will reimburse our Advisor and its affiliates for these expenses and future organization and offering expenses it may incur on our behalf but only to the extent that the reimbursement would not cause the selling commissions, the dealer manager fee and the other organization and offering expenses borne by us to exceed 15.0% of gross offering proceeds as of the date of the reimbursement. If we raise the maximum offering amount in the primary offering and under the distribution reinvestment plan, we expect organization and offering expenses (other than selling commissions and the dealer manager fee) to be 1.25% of gross offering proceeds. These organization and offering expenses include all expenses (other than selling commissions and the dealer manager fee) to be paid by us in connection with the offering, including but not limited to:

Advisor Fees

We will pay TriLinc Advisors an asset management fee and an incentive fee for its services under the Advisory Agreement.

Asset Management Fee

The asset management fee will be calculated at an annual rate of 2.00% of our gross assets payable quarterly in arrears. For purposes of calculating the asset management fee, the term “gross assets” includes borrowings used in acquiring assets. The Advisor will benefit when we incur debt or use leverage. Asset management fees for any partial quarter will be appropriately prorated.

Incentive Fee

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

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

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

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

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

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

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

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

Quarterly Subordinated Incentive Fee on Income

Pre-incentive fee net investment income

(expressed as a percentage of net assets)

Percentage of pre-incentive fee net investment

income allocated to quarterly incentive fee

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

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

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

Our Advisor may elect to defer or waive all or a portion of the fees that would otherwise be paid to it in its sole discretion. Any portion of a fee not taken as to any month, quarter or year will be deferred without interest and may be taken in any such other month prior to the occurrence of a liquidity event as our Advisor may determine in its sole discretion.

Below are examples of the two-part incentive fee:

Example — Subordinated Incentive Fee on Income, Determined on a Quarterly Basis

Assumptions

First Quarter: Pre-incentive fee net investment income equals 0.8500%

Second Quarter: Pre-incentive fee net investment income equals 1.6500%

Third Quarter: Pre-incentive fee net investment income equals 2.300%

The subordinated incentive fee on income in this example would be:

First Quarter: Pre-incentive fee net investment income does not exceed the 1.50% preferred return rate, therefore there is no catch up or split incentive fee on pre-incentive fee net investment income

Second Quarter: Pre-incentive fee net investment income falls between the 1.50% preferred return rate and the catch up of 1.875%, therefore the incentive fee on pre-incentive fee net investment income is 100% between the 1.50% preferred return and 1.65%

Third Quarter: Pre-incentive fee net investment income exceeds the 1.50% preferred return and the 1.875% catch up provision. Therefore the catch up provision is fully satisfied by the 2.30% of pre-incentive fee net investment income and there is a 20% incentive fee on pre-incentive fee net investment income above the 1.875% “catch up”

Example — Incentive Fee on Capital Gains (Millions)

Alternative 1 — Assumptions

Year 1: $2 million investment made in company A (“Investment A”), and $3 million investment made in company B (“Investment B”)

Year 2: Investment A sold for $5 million and fair market value, or FMV, of Investment B determined to be $3.2 million

Year 3: FMV of Investment B determined to be $2.5 million

Year 4: Investment B sold for $3.1 million

The capital gains portion of the incentive fee would be:

Year 1: None, because no investments were sold

Year 2: Capital gains incentive fee of $600,000 ($3 million realized capital gains on sale of Investment A multiplied by 20%)

Year 3: None, because no investments were sold

Year 4: Capital gains incentive fee of $20,000 ($620,000 ($3.1 million cumulative realized capital gains multiplied by 20%) less $600,000 (capital gains fee taken in Year 2))

Alternative 2 — Assumptions

Year 1: $2 million investment made in Company A (“Investment A”), $3 million investment made in Company B (“Investment B”), $2.5 million investment made in Company C (“Investment C”) and the cost basis of Other Portfolio Investments is $2.5 million

Year 2: Investment A sold for $5 million ($2 million cost basis to be reinvested into Other Portfolio Investments and the $3 million capital gain is available for distribution), fair market value, or FMV, of Investment B determined to be $2.5 million (creates $500,000 in unrealized capital depreciation), the FMV of Investment C determined to be $2.5 million and FMV of Other Portfolio Investments determined to be $2.5 million

Year 3: FMV of Investment B determined to be $2.7 million (creates $300,000 in unrealized capital depreciation), Investment C sold for $3 million ($2.5 million cost basis to be reinvested into Other Portfolio Investments and the $500,000 capital gain is available for distribution) and FMV of Other Portfolio Investments determined to be $4.5 million

Year 4: FMV of Investment B determined to be $3 million and FMV of Other Portfolio Investments determined to be $7 million

Year 5: Investment B sold for $3 million ($3 million cost basis to be reinvested into Other Portfolio Investments) and FMV of Other Portfolio Investments determined to be $7 million

Year 6: Total Portfolio is sold for $10.5 million ($500,000 capital gain computed based on a cumulative cost basis in Other Portfolio Investments of $10 million)

The incentive fee on capital gains in this example would be:

Year 1: None, because no investments were sold

Year 2: $500,000 incentive fee on capital gains (20% multiplied by $2.5 million ($3 million realized capital gains on Investment A less unrealized capital depreciation on Investment B))

Year 3: $140,000 incentive fee on capital gains ($640,000 (20% multiplied by $3.2 million ($3.5 million cumulative realized capital gains less $300,000 unrealized capital depreciation)) less $500,000 incentive fee on capital gains paid in Year 2

Year 4: None, because capital gains incentive fees are paid on realized capital gains only

Year 5: $60,000 incentive fee on capital gains ($700,000 (20% multiplied by $3.5 million cumulative realized capital gains) less $640,000 cumulative incentive fee on capital gains paid in years 2 and 3)

Year 6: $100,000 incentive fee on capital gains (20% multiplied by $4 million ($3.5 million cumulative realized capital gains plus $500,000 realized capital gains) less $700,000 cumulative incentive fee on capital gains received in prior years)

Other Operating Expenses

We will reimburse the expenses incurred by our Advisor or its affiliates in connection with its provision of services to us, including impact monitoring service and other administrative services as well as for any acquisition expenses that are not reimbursed by the borrowers, provided that such reimbursement will be the lower of our Advisor’s actual costs or the amount that we would be required to pay for comparable services in the same geographic location, and provided further that such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. We will not reimburse our Advisor or its affiliates for (i) rent or depreciation, capital equipment or other costs of its own administrative items, (ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any controlling person of our Advisor, (iii) the salaries and benefits paid to our named executive officers or (iv) any services for which it receives a separate fee.

Termination of the Advisory Agreement

The Advisory Agreement has an initial one-year term, but may be extended for an indefinite number of subsequent one-year periods with the mutual consent of TriLinc Advisors and us. The Advisory Agreement may be terminated by either us or the Advisor except that, if the Advisor terminates the Advisory Agreement without 120 days prior written notice us, the Advisor will be responsible for all expenses incurred as a result of its termination. Upon termination of the Advisory Agreement, we may be required to pay to the terminated Advisor all amounts then accrued and owing.

Our Advisor and its affiliates expect to engage in other business ventures and will not dedicate their resources exclusively to our business. However, pursuant to the Advisory Agreement, they are required to devote sufficient resources to discharge their obligations to us. Our Advisor may assign the Advisory Agreement to an affiliate upon our consent. We may assign or transfer the Advisory Agreement to any successor entity.

The Sub-Advisory Agreements

Our Advisor, directly or through one of its affiliates, will engage multiple investment managers in a sub-advisory capacity to source, evaluate, and monitor investments. Our local market sub-advisors will have significant experience and established networks in our targeted asset classes, regions and countries, and will adhere to the investment parameters as directed by the TriLinc investment team and our board of managers. We do not expect that our local sub-advisors will be related to or affiliated with our Advisor, our Sponsor or any of its employees, affiliates or related parties. Primary sub-advisors, who will source the majority of our investments, must have a minimum five year investment track record and have invested at least $250 million in their target

region. Secondary sub-advisors, who will focus on a specific region or asset class, must have a minimum three year investment track record and have invested at least $100 million in their target region. All sub-advisors have continuity in their investment team, including senior management, and an investment strategy that can responsibly invest the allocation received from us. Sub-advisors will have strong, independent risk controls and will screen for and track impact and the ESG practices of their borrowers.

Subject to the terms of each sub-advisory agreement between our Advisor or its affiliate, the individual sub-advisor and any of our foreign subsidiaries, the sub-advisors have agreed to perform, subject to our Advisor’s oversight, certain of the asset selection and management advisory duties that our Advisor has agreed to provide to us.

The sub-advisors have agreed to use their commercially reasonable efforts to select potential investment opportunities consistent with our investment policies and objectives as described in this prospectus, to provide certain asset management and acquisition services and to provide other specific services as the sub-advisor and our Advisor or one of its affiliates mutually agree upon from time to time. The services to be provided by the sub-advisors, directly or through its affiliates, include, but are not limited to, the following:

As an element of oversight and quality control, a member of our Advisor’s investment team will participate as an observer in each sub-advisor’s investment committee.

Our Advisor or its affiliates will pay a portion of the asset management as well as a portion of the incentive fees received by it pursuant to the Advisory Agreement to the sub-advisors as compensation for the asset selection and management provided by the sub-advisors. In addition, our Advisor or its affiliates out of reimbursements they receive from us or otherwise will reimburse the sub-advisors for any acquisition expenses that are not reimbursed by the borrowers.

The sub-advisory agreement will be automatically renewed unless terminated by our Advisor or its affiliates, the sub-advisor or any applicable foreign subsidiary for cause, which includes a material breach of the contract not remedied by the other party and such agreement may continue for some period of time after the termination of the Advisory Agreement. Although our Advisor has, directly or indirectly, engaged the sub-advisors in order to enable our Advisor to fulfill its responsibilities with respect to these asset selection and management services under the Advisory Agreement, our Advisor is responsible for performing day-to-day administrative and other services under the Advisory Agreement and retains ultimate responsibility for the performance of all of the services under the Advisory Agreement.

OUR EXPENSES

In conjunction with our management, our Advisor will be entitled to certain fees and reimbursement of expenses. In addition, your initial investment will be subject to certain sales charges and organizational and offering expenses. Following is a summary of initial and ongoing expenses investors will incur:

Unitholder Transaction Expenses

Ongoing Annual Company Expenses

Selling Commissions:In connection with an investment in us, your broker-dealer is entitled to a selling commission of up to 7.00% for Class A units and up to 3.00% for Class C units. There are no selling commission on Class I units.

Dealer Manager Fee:In compensation for its services, our dealer manager is entitled to a fee of up to 2.75% for Class A and Class C units and up to 1.75% for Class I units.

Organizational & Offering Expenses:Our Advisor is entitled to reimbursement of certain qualifying expenditures realized in the course of our organization and this offering of the units to investors. Reimbursement of these expenses is expected to be 1.25% over our life and may not exceed 5.00%

Asset Management Fees:The Advisor will be entitled to an annual asset management fee of 2.00% of gross assets, which consists of the net asset value plus borrowings, if any, and is payable quarterly in arrears. See “Advisory Agreement and Sub-Advisory Agreement — Fees.” Our net asset value will be determined by our board of managers based on the input of our Advisor, our audit committee and one or more independent valuation firms, if engaged by our board of managers. For more information regarding the valuation process, see “Business — Valuations.” This fee will compensate the Advisor for construction and execution of our global macro analysis and forecasts, asset allocation and diversification strategy, as well as sub-advisor due diligence and oversight. Sub-advisors will be responsible for sourcing, underwriting and managing individual investments. Although the Advisor will manage, on our behalf, many of the risks associated with global investments in developing economies, management fees do not include the cost of any hedging instruments or insurance policies that may be required to appropriately manage our risk.

Distribution fee: With respect to Class C units, we will pay our dealer manager a distribution fee that accrues daily equal to 1/365th of 0.80% of the amount of the net asset value for the Class C units for such day on a continuous basis from year to year.

Incentive Fees:you. We may have investment income and capital gains that could resultrefuse participation in our DRP to unitholders residing in states where, in our judgement, the burden or expense of compliance with applicable securities laws makes participation impracticable or inadvisable.

How do I enroll in the payment of an incentive fee in the first year after completion of this offering. The incentive fees, if any, are divided into two parts:DRP?

The incentive fees are based on our performance and will not be paid unless we achieve certain goals. We will record an expense accrual relating to the incentive fee on capital gains, payable by us to our investment advisor (but not paid) when the unrealized gains on our investments exceed all realized capital losses on our investments given the fact that an incentive fee on capital gains would be owed to our investment advisor if we were to sell our investment portfolio at such time. As we cannot predict whether we will meet the necessary performance targets, we have assumed an incentive fee of 0% in this chart. Once fully invested, we expect the incentive fees we pay to increase to the extent we earn greater interest income or generate capital gains through our investments in portfolio companies. See “Advisory and Sub-Advisory Agreements — Fees payable pursuant to the Advisory Agreement” for more information concerning the incentive fees.

Other Operating Expenses:The Advisor or its affiliates shall be entitled to reimbursement of the expenses incurred by our Advisor in connection with its provision of services to us, including impact monitoring service and other administrative services as well as for any acquisition expenses that are not reimbursed by the borrowers, provided that such reimbursement will be the lower of our Advisor’s actual costs or the amount that we would be required to pay for comparable services in the same geographic location, and provided further that such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. We will not reimburse our Advisor or its affiliates for (i) rent or depreciation, capital equipment or other costs of its own administrative items, (ii) salaries, fringe benefits, travel expenses and other administrative items incurred or allocated to any controlling person of our Advisor, (iii) the salaries and benefits paid to our named executive officers or (iv) any services for which it receivesEligible persons may become a separate fee. Reimbursement of operating expenses is expected to be 0.75% of our assets.

COMPENSATION OF THE DEALER MANAGER AND THE ADVISOR

Although we have executive officers that will manage our operations, we have no paid employees. Our Advisor and its affiliates will manage our day-to-day affairs and our portfolio of investment assets, subject to the board’s supervision. Our Advisor, TriLinc Advisors LLC, and our dealer manager, SC Distributors, LLC, will receive fees and expense reimbursements for services relating to this offering and the investment and management of our assets. The items of compensation that our Advisor and our dealer manager are entitled to receive are included in the following table. Selling commissions and dealer manager fees may vary for different categories of purchasers. This table assumes no discounts or waived fees or commissions.

Type of Compensation		Determination of Amount		Estimated Amount for Maximum Offering
		occur of the following: (i) a listing of the Class C units on a national securities exchange, (ii) following the completion of this offering, total underwriting compensation in this offering equaling 10% of the gross proceeds from the primary offering, or (iii) such Class C units no longer being outstanding. The dealer manager may reallow all or a portion of the distribution fee to participating broker-dealers and servicing broker dealers. The distribution fee will be payable monthly in arrears. The distribution fee is payable with respect to all Class C units, including Class C units issued under our distribution reinvestment plan. We will not pay a distribution fee with respect to Class A and Class I units.		offering and no reallocation of units between our primary offering and our distribution reinvestment plan.
		Reimbursement to our Advisor
Organization and Offering Expense Reimbursement (2)(4)(6)		We will reimburse our Advisor and its affiliates for the organizational and offering costs it has incurred on our behalf. If we sell the maximum offering, we anticipate that such expenses will equal approximately 1.25% of the gross proceeds raised by the Company.		$18,750,000
Reimbursement of Operating Expenses		We will reimburse the expenses incurred by our Advisor directly or indirectly in connection with its provision of services to us, including impact monitoring service and other administrative services as well as for any acquisition expenses that are not reimbursed by the borrowers. We will not reimburse our Advisor or its affiliates for (i) rent or depreciation, capital equipment or other similar costs; (ii) salaries, fringe benefits, travel expenses and other similar items incurred or		Actual amounts are dependent upon expenses paid or incurred and therefore cannot be determined at the present time.

Type of Compensation		Determination of Amount		Estimated Amount for Maximum Offering
		allocated to any controlling person of our Advisor, (iii) the salaries and benefits paid to our named executive officers or (iv) any services for which it receives a separate fee.
		Advisor Fees
Asset Management Fees (7)(8)		The asset management fee will be calculated at a quarterly rate of 0.50% of our gross assets (including amounts borrowed) and is payable quarterly in arrears.		Actual amounts cannot be determined since they are based upon the average asset value held by us and on the amount of borrowings. We have not commenced operations and have no prior performance.
Subordinated Incentive Fee on Income (8)(9)(10)		The subordinated incentive fee on income is calculated and payable quarterly in arrears based upon our “pre-incentive fee net investment income” for the immediately preceding quarter, and will be subordinated to a preferred return on our net assets at the end of the immediately preceding quarter equal to 1.50% per quarter (an annualized rate of 6.00%). No subordinated incentive fee on income is earned in any calendar quarter in which pre-incentive fee net investment income does not exceed the preferred quarterly return of 1.50%, or the preferred quarterly return, on our net assets at the end of the immediately preceding quarter. For any calendar quarter in which pre-incentive fee net investment income is greater than the preferred quarterly return, but less than 1.875%, the subordinated incentive fee on income shall equal the amount of pre-incentive fee net investment income in excess of the preferred quarterly return. This fee is referred to as the catch-up and provides an increasing fee, but is in no event greater than the 20% of the pre-incentive fee net investment income, as the pre-		These amounts cannot be estimated since they are based upon the performance of the assets held by the Company. We have not commenced operations and have no prior performance. The amount of subordinated incentive fee on income will be disclosed by the Company in its quarterly and annual reports filed with the SEC under the Exchange Act.

Type of Compensation		Determination of Amount		Estimated Amount for Maximum Offering
		incentive fee net investment income increases from a 1.50% to a 1.875% quarterly return on our net assets at the end of the immediately preceding quarter. For any calendar quarter in which the pre-incentive fee net investment income exceeds 1.875% of our net assets at the end of the immediately preceding quarter, the subordinated incentive fee on income shall equal 20% of pre-incentive fee net investment income.
Incentive Fee on Capital Gains (10)		An incentive fee on capital gains earned on our investments will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement) and will equal 20% of our incentive fee capital gains, which will equal our realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees.		These amounts cannot be estimated since they are based upon the performance of the assets held by the Company. We have not commenced operations and have no prior performance. The amount of any incentive fee on capital gains earned on our investments will be disclosed by the Company in its quarterly and annual reports filed with the SEC under the Exchange Act.

(6)

Organizational and offering expense reimbursement consists of costs incurred by TriLinc Advisors and its affiliates on our behalf for legal, accounting, printing and other offering expenses, including costs associated with technology integration between our systems and those of our participating broker-dealers, marketing expenses, salaries and direct expenses of TriLinc Advisors employees, employees of its affiliates and others while engaged in registering and marketing units, which shall include development of marketing and marketing presentations and training and educational meetings and generally coordinating the marketing process for us. We may reimburse our dealer manager for certain expenses that are deemed underwriting compensation. Assuming an aggregate selling commission and a dealer manager fee of 9.75% of the gross offering proceeds (which assumes all offering proceeds come from Class A units), we would reimburse the dealer manager in an amount up to 0.25% of the gross offering proceeds. In the event the aggregate selling commission and dealer manager fees are less than 9.75% of the gross offering proceeds (which will be the case, for example, if any offering proceeds come from the sale of any Class C or Class I units), we would reimburse the dealer manager for expenses in an amount greater than 0.25% of the gross offering proceeds, provided that we will not pay or reimburse any of the foregoing costs to the extent such payment would cause total underwriting compensation to exceed 10.0% of the gross proceeds of the primary offering as of the termination of the offering, as required by the rules of FINRA. Reimbursement to participating broker-dealers for technology costs associated with the offering, costs and expenses related to such technology costs, and costs and expenses associated with the facilitation of the marketing of units and ownership of units by such broker-dealers’ customers will be considered underwriting compensation. We also will pay a $25.00 fee per subscription agreement to Strategic Capital, an affiliate of our dealer manager, for reviewing and processing subscription agreements. Any such reimbursements will not exceed actual expenses incurred by TriLinc Advisors.

(7)

The asset management fee may or may not be taken in whole or in part at the discretion of our Advisor. All or any part of the asset management fee not taken as to any period shall be deferred without interest and may be taken in any other period prior to the occurrence of a liquidity event as our Advisor shall determine.

(8)	A portion of these fees may be reallowed by the Advisor, directly or indirectly through its affiliates, to any sub-advisors.

(9)	As the quarterly pre-incentive fee net investment income rises from 1.50% to 1.875%, the “catch-up” feature allows TriLinc Advisors to recoup the fees foregone as a result of the existence of the investor’s preferred quarterly return.

(10)

A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee preferred return and may result in an increase in the amount of incentive fees payable to TriLinc Advisors.

In addition, we pay our independent managers certain fees and reimburse independent managers for certain out-of-pocket expenses, including for their attendance at board or committee meetings. Please see “Management of the Company — Compensation of Executive Officers and Managers.”

Subject to limitationsparticipant in our operating agreement, the fees, compensation, income, expense reimbursements, interests and other payments payable to our Advisor, our dealer manager and their respective affiliates may increase during this offering or in the future from those described above, if such increase is approved by a majority of our independent managers.

CONFLICTS OF INTEREST

We are subject to various conflicts of interest arising out of our relationship with the Advisor and its affiliates, some of whom serve as our executive officers and managers. We discuss these conflicts below and conclude this section with a discussion of the corporate governance measures we have adopted to mitigate some of the risks posed by these conflicts.

General

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

Dealer Manager

Strategic Capital has an equity interest in our Advisor and is affiliated with SC Distributors, our dealer manager. Therefore, you will not have the benefit of an independent due diligence review and investigation of the type normally performed by an independent underwriter in connection with the offering of securities. See “Plan of Distribution.”

No Arm’s-Length Agreements

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

Lack of Separate Representation

Greenberg Traurig, LLP has acted as special U.S. federal income tax counsel to us in connection with this offering and is counsel to us and our Advisor in connection with this offering and may in the future act as counsel for each such company. Greenberg Traurig, LLP may serve as counsel to certain affiliates of our Advisor in matters unrelated to this offering. There is a possibility that in the future the interests of the various parties may become adverse. In the event that a dispute were to arise between us, our dealer manager, our Advisor, or any of their affiliates, separate counsel for such parties would be retained as and when appropriate.

Certain Conflict Resolution Measures

Corporate Governance and Conflicts Committee

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

Other Provisions Relating to Conflicts of Interest

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

Advisor Compensation:Our independent managers will review, at least annually, whether the compensation we contract to pay TriLinc Advisors and its affiliates is reasonable relative to the nature and quality of the services provided and whether such compensation is within the limits provided for in our operating agreement. Our independent managers will supervise the performance of TriLinc Advisors and its compensation to determine whether the provisions of our compensation arrangements are being carried out. This evaluation will be based on the following factors, as well as any other factors deemed relevant by the independent managers: