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KATHY BAZOIAN PHELPS (155564) [email protected] DIAMOND MCCARTHY LLP 1999 Avenue of the Stars, Suite 1100 Los Angeles, California 90067-4402 Telephone: (310) 651-2997 CHRISTOPHER D. SULLIVAN (148083) [email protected] STACEY L. PRATT (124892) [email protected] DIAMOND MCCARTHY LLP 150 California Street, Suite 2200 San Francisco, CA 94111 Phone: (415) 692-5200 Counsel for Bradley D. Sharp, Permanent Receiver

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

WESTERN DIVISION – LOS ANGELES

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff, v. DIRECT LENDING INVESTMENTS LLC,

Defendant.

Case No. 2:19−cv−02188−DSF−MRW FIFTH STATUS REPORT OF PERMANENT RECEIVER BRADLEY D. SHARP [January 24, 2020 through April 24, 2020] WITH EXHIBITS [No Hearing Set]

Case 2:19-cv-02188-DSF-MRW Document 262 Filed 05/01/20 of 61 Page ID #:6509

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Bradley D. Sharp, the Court-appointed permanent receiver (the “Receiver”)

for the estate of Direct Lending Investments, LLC (“DLI”), Direct Lending Income

Fund, L.P., Direct Lending Income Feeder Fund, Ltd., DLI Capital, Inc., DLI

Lending Agent, LLC, DLI Assets Bravo LLC, and their successors, subsidiaries and

affiliated entities (collectively, the “Receivership Entities”) pursuant to the

Preliminary Injunction Order and Order Appointing Permanent Receiver issued April

1, 2019 (“Receiver Order”) (Doc. No. 10), hereby submits his Fifth Status Report

covering the period from January 24, 2020 through April 24, 2020.

I. Summary Overview

In his last report filed on January 30, 2020, the Receiver noted that he was in a

better position to assess (1) the returns likely to be generated from liquidating or

administering the DLI portfolio assets and (2) the circumstances that led the SEC to

seek the appointment of a Receiver. He reported his preliminary findings and

described how he expected the substantial majority of the work on the liquidation of

the remaining portfolio positions would be completed in short order. To that end,

since the last report was filed, the Receiver moved for Court approval of three

settlements and restructuring agreements hoping to resolve two of the outstanding

major portfolio positions and to commence the liquidation of a third significant

portfolio position.

First, the Receiver recovered more than $36 million as a result of a two-step

process where the DLI Receivership Entities were granted approval to enter into a

consent and loan release agreement with the LendingUSA, LLC and LUSA, LLC

counter-parties as part of a transaction in which it was anticipated that the

receivership estate would complete a settlement and subsequently acquire a 49

percent (49%) interest in Lending USA (subject to limited dilution in specific

circumstances). Second, the Receiver also secured Court approval to enter into a

partial settlement agreement and term sheet for a forbearance agreement with

Kountable Borrower, LLC and Kountable, Inc. Unfortunately, the completion of the


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agreements with both of these counter-parties was impacted by the COVID-19

developments, and both have been delayed. The Receiver still hopes to complete the

Lending USA transactions and will be moving for Court approval of a modified

forbearance agreement with the Kountable parties.

Third, the Receiver also was able to obtain initial Court approval to enter into

a settlement and final forbearance agreement based on term sheets reached with DLI

Properties, LLC, Liberty Fund, LLC, DLI Global, Ltd., and Quanta Finance, LLC.

Upon finalizing the agreements, it is anticipated that the Receiver would take a

number of steps to implement the settlement and forbearance agreement, including a

possible additional revolving loan in the amount of approximately $5 million.

Reaching agreement on the final terms of the settlement and forbearance agreement

has been difficult, but the parties are now expecting to finalize the agreements in the

near future.

Although the Receiver continues to make every attempt to maximize the

recovery with respect to the three investments described above, and on the remaining

assets that are still being actively managed, the anticipated and actual collections on

the active portfolio positions have not improved the Receiver’s overall outlook for

recovery.

The Receiver and his professionals believe they can estimate an overall return

on the portfolio investments valued at par (i.e., face value amount outstanding) by

DLI at $789.6 million dollars as of March 31, 2019. After considering amounts

collected to date (since appointment) by the Receiver and the likely range of future

collections, the Receiver and his team estimate a low range of return on the

liquidation of the investments of $215 million (or about 27% of the March 31, 2019

par value) and a high range of $265 million (or about 34%), both before expenses.

Of course, these are only the best estimates available and are not certain. The

ultimate return to investors will be increased by the $31.7 million in cash on hand at

the time of the appointment of the Receiver and any proceeds of litigation to be filed


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by the Receiver, reduced by operating costs, administrative fees and expenses, and

impacted by allowed non-investor claims.

The Receiver continues to investigate the underlying reasons for the

magnitude of the loss in the value of the investments and to explore the possibilities

to recover for some of the losses through litigation. The Receiver has secured pre-

litigation tolling agreements with a number of parties to preserve potential claims

where the Receiver’s counsel identified possible statute of limitations issues arising

prior to April 30, 2020. Counsel for the Receiver will continue to approach potential

defendants where appropriate seeking tolling agreements protecting claims, as the

Receiver further evaluates litigation options and undertakes to develop the best

overall understanding of the causes for the losses of the DLI Receivership Entities

and investors as a foundation for any affirmative litigation. The outcome of any such

litigation is unpredictable and any recoveries cannot be estimated at this stage.

The Receiver is directing the preparation of a more comprehensive forensic

analysis and accounting for the sources and uses of funds by the DLI Receivership

Entities, with a detailed analysis of the funding of specific investments and the actual

returns to the DLI Receivership Entities. Presenting a complete financial picture will

offer another important basis for further understanding the facts and circumstances

that led to the appointment of a receiver, for the Receiver to consider when

evaluating options for various claim determination methodologies, and to

recommend the approach that the Receiver determines is the most appropriate to use

in this case.

This work follows the motion by the Receiver requesting the Court to set a bar

date for the filings of claims by creditors and investors, and to approve a claims

administration process. The Receiver’s motion was granted on April 9, 2020 and the

Court set a bar date for the filing of claims, requiring claims to be filed no later than

July 7, 2020, as outlined in greater detail below. The setting of the claims bar date

and the approval of the claims administration process permits the Receiver to shift


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into the next stages necessary to wind down the DLI Receivership Entities.

II. Update on Operational Issues

A. Sublease of DLI Premises and Sale of Property: As noted in the prior

report, the Receiver entered into a sublease of the DLI premises in Glendale,

California. The Receiver can now report that DLI’s lease and sublease have been

terminated.

B. Employees: With the authority granted to the Receiver in the

Additional Receiver Authority Order, since June 24, 2019 the Receiver has reduced

the number of staff of DLI to five employees, and entered into separation

agreements with certain of the departing staff members. Further departures are

anticipated as the operations continue to wind down. The remaining employees of

DLI have continued to work remotely.

C. Opus Fund Services (Bermuda) Ltd. (“Opus”)/Bankruptcy Management

Solutions dba Stretto: The Receiver terminated the services of Opus effective

September 26, 2019, and the Receiver’s Court-approved claims agent Bankruptcy

Management Solutions dba Stretto (“Stretto”) has taken primary responsibility for

communications with investors. (www.stretto.com.) Opus continues to maintain

records and provide the Receiver access to its portal.

D. Extension of Ordinary Course Authority: On December 13, 2019, the

Receiver filed a motion seeking multiple items of relief, including an order

extending the Receiver’s authority to employ vendors and professionals in the

ordinary course of the receivership, subject to the less than $10,000 per month limit

on payment of professionals for the period of October 1, 2019 through the week

ending April 24, 2020, as well as an order authorizing the Receiver to employ and

pay ordinary course professionals, including accountants and attorneys previously

employed in the ordinary course of the Receivership Entity’s business. (Doc. No.

194.) The motion also sought authority for the Receiver to operate the receivership

estate and pay receivership expenses in accordance with two 13-week budgets


http://www.stretto.com/

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covering receivership expenses through the week ending April 24, 2020 (the

“November 2019-April 2020 Budgets”), and sought approval of a

vendor/professional contract with Elite Discovery, Inc., a data management and e-

discovery platform vendor. (Id.) The motion granting the relief sought was

approved by the Court’s order issued January 8, 2020 (“Ordinary Course Extension

Order”.) (Doc. No. 208.)

Attached hereto as Exhibit “1” is a copy of an Actual v. Budget Summary

comparing the January 31, 2020 – April 24, 2020 Budget to the tentative actual

result. Attached hereto as Exhibit “2” is the Receiver’s Standardized Fund

Accounting Report for the Reporting Period January 1, 2020 through March 31,

2020.

E. Ordinary Course Settlement Update: With the authority and powers of

the Receiver set forth in the Court’s order granting the Receiver’s Motion for

Instructions re Scope of Receivership (Doc. No. 57), the Receiver is authorized to

make compromises of claims and accept discounts of $100,000 or less. Based on

that order, as well as the Ordinary Course Extension Orders of October 2, 2019, and

January 8, 2020, the Receiver has obtained settlements of approximately 20 claims

related to certain of the loan portfolios. The settlements include discounted payoffs

and negotiated structured repayment agreements as the Receiver endeavors to

maximize recoveries on loans in default. The settlements typically involve ongoing

monthly payments on the loans potentially with reduced or waiver of interest.

III. Assets: The Loans and Other Assets

A. Loan Portfolios: The primary assets of the estate consist of the various

investment instruments, loans, and loan portfolios into which funds generated from

investors through the feeder funds were invested. The Receiver’s initial review of

the books and records of the estate indicated that there were 26 outstanding

investments comprising the primary estate assets. The number of outstanding

investment/loan portfolios is now 14, based on: (1) the Receiver’s review and


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analysis of the loan records which indicated certain investments were no longer

outstanding and had been paid off shortly before the commencement of the

receivership; (2) post-receivership loan payoffs; (3) three whole loan portfolio sales;

and (4) the Court’s approval of a restructuring transaction/settlement for six

additional investments.

It should be noted, however, that there are now only about seven (7) active

material relationships with investment parties which the Receiver and his team are

managing. In addition, as noted above, the Receiver is hoping to complete complex

settlement and restructuring transactions where the Court approved the Receiver

entering into final agreements based on term sheets submitted with the motions, but

which are not yet finalized due to recent developments. Special creditors’ rights

counsel, Goldberg Kohn, has had primary responsibility for representing the

Receiver in the negotiation of those possible transactions. The Receiver had been

working with two other counter-parties attempting to refinance the DLI loans prior to

the widespread disruption caused by COVID-19. While those refinancing

transactions have not been completed, the Receiver and his professionals have been

working closely with the counter-parties to protect the interests of the DLI

Receivership Entities and explore the best available alternatives to recover on those

investments. The Receiver continues to move towards the liquidation of the

investment portfolio positions and reducing the amount of management required.

(1) Current Schedule of Loans/Investments

As in the prior report, the Receiver is maintaining confidential the identity of

the specific borrowers on the list of loan/investment portfolios. Attached to this Fifth

Status Report as Exhibit “3” is an updated list identifying the status of each of the

investments, including those that have been paid off after the receivership, and the

remaining unsatisfied loans/investments (the “Loan/Investment Schedule”). The

Loan/Investment Schedule includes the par dollar amount of the estate’s interest in

those portfolios as reflected on the books and records of the Receivership Entities,


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collections on those portfolios obtained since the commencement of the receivership,

and a general summary of the loan/investment portfolio. The Loan/Investment

Schedule includes a column for “other adjustments,” which for investments

numbered 1, 2, 3, and 5 related to a write-down of amounts owed. The positive

adjustment related to Investment J is an increase in the investment balance based on

amounts added for interest paid in kind. The adjustment related to Investment R

reflects a restructuring/settlement with respect to this investment. As indicated in the

prior report, two of the investments in particular are of uncertain value: the

QuarterSpot investment (investment 2) which as described in the SEC’s complaint

initiating this action involved the inaccurate reporting of payments affecting the

value and likely collection of those underlying loans; and b) VoIP Guardian Partners

loan (investment 22), based on that company’s filing of a Chapter 7 liquidation and

other factors. In the interests of confidentiality, only the loans/investments that have

been paid off or sold, and the QuarterSpot and VoIP loans, which have been the

subject of public filings, are identified by name.

Of the 14 remaining outstanding loan and investment portfolios, most are in

some form of financial distress or subject to disputes that may affect the timing and

extent of recoveries on those portfolios.

(2) Status of Loan/Investment Portfolio

Since the last report, the Receiver, his portfolio team, his investment bankers

with Raymond James & Associates (“RJA”), and his counsel, including creditors’

rights specialists at Goldberg Kohn, have continued to analyze the outstanding

loan/investment portfolios to prepare strategies to monetize the portfolios and

maximize value for the estate.

When the Receiver was initially appointed on April 1, 2019, the estate had

cash on hand of $31.7 million. Since the Receiver’s appointment through April 24,

2020, the Receiver has recovered an additional $168.1 million in portfolio collections

(excluding fund collected on behalf of and either reserved for or remitted to third


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parties).

The remaining loan/investment portfolios that have not been paid off or sold

had a par value on the Receivership Entities books of $576.6 million as of March 31,

2020. However, as noted in the prior report, each of the remaining loan/investment

portfolios have a number of issues that make recovery of all or a large portion of the

outstanding balances challenging.

For example, although the par value of the VoIP loan on the Receivership

Entities’ books as of March 31, 2020 is approximately $202.6 million, the Receiver

is not expecting a recovery of nearly the amount of the outstanding balance as there

are substantial questions and concerns regarding collection of the underlying foreign

telecommunications accounts receivable. VoIP is in a Chapter 7 bankruptcy, which

fact alone reflects the challenges in collection. In addition, approximately $22

million from VoIP receivables continues to be held in the Netherlands, as the funds

were seized and are subject to a criminal investigation of Rodney Omanoff and

others for money laundering and other criminal claims. Other portfolios are

structured with limited guarantees by the principals, and in other portfolios, the value

of the underlying collateral is highly uncertain or speculative at this point.

Without providing individualized loan/portfolio assessments, it remains the

Receiver’s general assessment, as informed by his professional advisors, that

recoveries on the remaining loan/investment portfolios are likely to be far less than

the $789.6 million stated on the receivership books and records as of March 31,

2019. The Receiver and his professional advisors now estimate that the total

recoveries to date (since appointment) and future recoveries on the loan/investment

portfolio in place as of March 31, 2019, will range between a low of $215 million

and a high of $265 million. This represents a reduction from the estimated low of

$235 million and high of $315 million described in the last report. The Receiver

notes that the estimated recoveries are subject to many different variables and factors

in addition to considerations relating to the quality of the collateral and


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loans/investments, including concerns about the coronavirus pandemic which

manifested during this quarter, inevitable economic recession, the impact of the trade

dispute with China, and fluctuations in the real estate market, among many other

potential issues.

During this period, the Receiver has worked on tax issues related to the

preparation of returns for the 2019 tax returns. The Receiver plans to file extensions

for the 2019 K-1s and will provide the 2019 Schedule K-1s to all investors by

September 15, 2020.

B. Tangible Personal Property: As noted in the prior report, the Receiver

inventoried the artwork and other assets which remain in subtenant’s possession or in

storage. The Receiver filed a motion for Court approval to liquidate the artwork and

to approve proposed sale procedures, as the liquidation would be outside the ordinary

course of business.

C. Litigation Claims: As stated in the prior report, the other potential

assets of the estate are prospective litigation claims. The full extent of these claims

is the subject of investigation, and the potential value of these claims to the estate has

not yet been fully quantified.

The investigation of potential litigation has continued since the Receiver’s

Fourth Report. The Receiver and his counsel have made substantial efforts to

continue to evaluate the merits and potential recovery from bringing litigation claims

on behalf of the estate, although the precise value remains uncertain at this time.

These claims include potential fraudulent transfer claims, potential claims against

professionals, and potential claims against certain officers and directors of the

Receivership Entities, including claims that may be covered by the D&O Insurance

Policy.

The Receiver and counsel have identified possible litigation targets, outlined

possible legal and other theories of recovery, and entered into confidential tolling

agreements with a number of potential defendants. In the course of the investigative


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process, they have now issued almost sixty (60) subpoenas to third parties for the

production of records -- including subpoenas to legal, accounting, valuation

professionals, and financial institutions. Counsel have continued to review the

databases of DLI documents, and the documents and records produced to date.

Serving these subpoenas, and voluntary productions by other entities, have resulted

in the production of in excess of 750,000 pages of documents to date. The Receiver

continues to receive further productions from third parties, and the review process of

these voluminous productions is ongoing.

As of this date, the Receiver’s counsel has participated in extensive meetings

and undertaken witness interviews with fourteen (14) persons employed by or

affiliated with DLI. Many discussions have taken place on multiple days. Counsel

has issued deposition subpoenas to a number of other former DLI officers, and it is

anticipated that those depositions, or agreed upon interviews, will take place during

the second quarter of 2020. In addition, counsel has spoken to many investors and

discussed the circumstances related to how these investors decided to invest with

DLI and what representations were made to them.

The Receiver and counsel are continuing to pursue actively these factual

investigations, which will likely include additional interviews of witnesses and

analysis of additional documents and records that are produced by third parties in

response to the subpoenas issued. Further investigation of the facts and

circumstances may produce information relevant to the basis to assert claims or may

provide evidence of defenses to the claims precluding or limiting their assertion.

As outlined in the last report, the Receiver and his professionals continue to

advance their comprehensive analysis of the factual and legal foundation for

potential claims, and legal issues germane to the evaluation of such claims and

defenses, including statute of limitations issues, potential application of the discovery

rule, and choice of law considerations. This work product and the active work,

which is ongoing, will provide the basis for recommendations concerning whether or


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not to initiate litigation against potential defendants to pursue recoveries for the

benefit of the receivership estate, investors, and creditors. The Receiver has now

entered into confidential tolling agreements with a number of key parties where

counsel identified a possible statute of limitations period that may have expired

before April 30, 2020. These tolling agreements will allow the Receiver and his

counsel to further investigate and analyze potential claims, while continuing the

investigation effort and undertaking the forensic accounting analysis described

above.

The Receiver anticipates discussing with the Diamond McCarthy firm the

potential to pursue specific litigation claims on behalf of the DLI Receivership

Entities on a contingency fee basis, or possibly modified contingency fee

engagements, to maximize the value of possible litigation claims to the receivership

estate, while minimizing the risk of out-of-pocket legal expenses that would arise

from pursuing affirmative litigation on an hourly basis. Any such fee arrangement

would be subject to court approval.

In addition, during this period, the Receiver has responded to requests for

information from governmental entities and has actively coordinated with DLI

insurers related to these and other insurance issues.

IV. Court Filings January 2020 Through April 2020

A. Motions Related to Loan/Investment Portfolios

During this period, the Receiver filed three motions related to recoveries and

monetization of the loan/investment portfolios, as well as related pleadings.

The Receiver moved for approval of a settlement and restructuring support

agreement with respect to obligations owed by LendingUSA, LLC, LCUSA, LLC

and other related entities, to receivership entities DLI Assets Bravo LLC and DLI

Lending Agent, LLC. (Doc. No. 222.) As part of a two-step process, an order was

entered on February 3, 2020, allowing DLI to enter into a consent and loan release

agreement with LUSA, in which DLI consented to a sale by LUSA of substantially


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all of its loan portfolios to fund a cash payment to DLI and provide operating

expenses to LUSA. (Doc. No. 220.) That sale closed on February 5, 2020, and

resulted in the collection of over $36 million in repayments to DLI. The second step

of the process will generally result in the receivership estate acquiring a 49% interest

(subject to dilution) in Lending USA. The motion was granted by an order entered

on March 9, 2020. (Doc. No. 232.) However, recent developments, as described

above, have delayed the parties from completing the final restructuring agreements to

finalize the transaction. The Receiver is hopeful that he will be able to finalize these

agreements and pursue the opportunity to obtain the equity interest in Lending USA

and work with the LUSA parties to try and build the business.

The Receiver also filed a motion for approval of a settlement and forbearance

term sheets with DLI Properties, LLC, Liberty Fund, LLC, DLI Global, Ltd., and

Quanta Finance, LLC. (Doc. No. 226.) The Court entered an order on March 26,

2020 granting the motion, authorizing the Receiver to enter into the final forbearance

agreement and take additional actions necessary to implement the settlement,

including making additional revolving loans in an additional amount of

approximately $5 million with Strategic Acquisitions, Inc., through Liberty Fund,

LLC and DLI Properties, LLC. (Doc. No. 245.) The parties are now working to

finalize the remaining documentation required to close these transactions.

On March 6, 2020, the Receiver moved for an order approving a partial

settlement and term sheet for a forbearance agreement with Kountable Borrower,

LLC and Kountable, Inc. (Doc. No. 229.) On April 3, 2020, the Court entered an

order approving the settlement terms, and authorizing the Receiver to enter into a

forbearance agreement. (Doc. No. 247.) Although the current coronavirus situation

has created uncertainty regarding the collection efforts underlying the transaction, the

Receiver remains hopeful that the estate will recover $4.5 million or more out of the

$10.6 million of the position’s pre-receivership par value for the Kountable loans.


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B. Motions Concerning Administration of the Estate and the Receiver’s

Powers

On March 30, 2020, the Receiver moved for an order seeking approval of the

sale of seven pieces of artwork owned by the receivership estate, pursuant to bidding

procedures to be approved by the Court. (Doc. No. 238.) The hearing on the motion

is scheduled for June 8, 2020. (Doc. No. 246.)

The Receiver filed a further motion for approval and payment of fees of the

Receiver, his counsel, and accountants on April 16, 2020. (Doc. No. 255.)

The Receiver will be filing a motion for an order for approval of budgets

through the week ending July 24, 2020, extension of authority for the receiver’s

employment and payment of ordinary course professionals, including accountants

and attorneys previously employed in the ordinary course of the Receivership

Entity’s business, and to continue the Elite Discovery, Inc. contract, and authorizing

payments in furtherance of these agreements.

The Court approved the employment of Stretto as claims administrator by its

order entered June 18, 2019. (Doc. No. 79.) Since then, the Receiver has been

working to coordinate the claims procedures and allowance in the United States

receivership with the separate claims procedures followed in the Cayman Islands

regarding the Cayman Islands feeder fund, Direct Lending Income Feeder Fund, Ltd.

(“DLIFF”.)

On July 17, 2019, the Court entered its order granting in part the motion of the

Receiver for instructions regarding the primary Directors & Officers Liability Policy

(the “D&O Policy”) and its proceeds and demands for payment of attorney’s fees and

costs by various insureds. (Doc. No. 97.) By a stipulated order entered November

26, 2019, the Receiver and the Securities and Exchange Commission agreed to

extend the order to authorize the Receiver to request the insurance carrier to pay and

to authorize payment from proceeds of the D&O Policy with excess amounts covered

by other insurers, and to modify the stay of Section IX of the receiver order (Doc.


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No. 10) to lift the stay to the extent necessary to allow the primary insurance carrier

to pay proceeds from the D&O Policy and take other necessary actions. (Doc. No.

182.) The Court has entered orders authorizing payment of insurance proceeds

pursuant to this prior authorization during this period. (See Doc. No. 235.)

C. Claims Procedure Motion

On March 21, 2020, the Receiver filed his motion for approval of a claims

procedure for potential creditors and investors. (Doc. No. 224.) The recommended

procedures included a proposed claims bar date for filing claims, an outline of the

procedures for notifying potential creditors and investors of the deadline for filing

claims, and procedures for filing a claim with the Receiver’s claims administrator,

Stretto.

On March 24, 2020, the Court issued an order requesting supplemental

briefing from the Receiver and other interested parties as to a) whether the proposed

timetable set forth in the motion should be extended in light of the coronavirus

epidemic; b) why known investors were required to return a claim form under the

proposed procedures; and c) whether the proposed means of notice by email and

publication were sufficient. (Doc. No. 242.) On April 6, 2020, the Receiver filed his

supplemental brief, addressing the foregoing questions. (Doc. No. 250.)

On April 9, 2020, the Court entered its order granting the Receiver’s claims

procedure motion. (Doc. No. 251.) A copy of that order is attached hereto as

Exhibit “4”.

In entering this order, the Court established July 7, 2020 at 11:59 pm

(prevailing Pacific time), as the bar date for the filing of claims by investors and

creditors of the U.S. Receivership Entities, and administrative claimants of the

receivership estate. The Court has also approved the form and manner of notice, and

the proof of claim form. (See Doc. No. 253.) The claim procedures are summarized

in the Notice of Bar Date and Procedure for Submitting a Proof of Claim Form,

which may be viewed on the Receiver’s claims administrator, Stretto’s, website at


16

FIFTH STATUS REPORT

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https://case.stretto.com/dli/civildocket. Pursuant to those procedures, all claims must

be submitted by July 7, 2020 at 11:59 (prevailing Pacific time), through the methods

outlined in the notice and Proof of Claim Form.

With the claims procedure now approved by the Court, and the bar date set, by

mid-July 2020 the Receiver should have insight into the scope of the claims being

made against the receivership estate, and the total amount. As outlined in the notice,

the Receiver will issue deficiency notices, and objections to individual claims, as

appropriate, which may further reduce the claims that will participate in a

distribution plan. The form of the proposed distribution plan has yet to be

determined, and will be the subject of a further motion for the Court’s approval.

To provide guidance regarding formulation of the distribution plan, the

Receiver and his team are in the process of preparing a comprehensive report

regarding the forensic analysis of the portfolio positions that has been ongoing for

many months. Commencing preparation of this report has been possible only after

extensive review and analysis of the voluminous records of the Receivership Entities

over the past thirteen months. It is anticipated that this report will be issued late in

the next quarter.

D. Additional Anticipated Matters for Instructions and Potential Motions

Negotiations regarding the final forbearance agreement contemplated by the

Kountable settlement, described above, are ongoing. As appropriate, the Receiver

will file a motion for instructions and/or further approval of the forbearance

agreement should the terms of the final agreement prove to be substantially different

than represented to the Court.

E. Anticipated Motions Addressing Restructuring and Settlement

The Receiver continues to work actively to recover the balance on the

remaining loan and investment portfolios. The deteriorating economic climate

created by the coronavirus epidemic during this quarter has rendered the outcome of

these efforts uncertain at this time. Subject to ongoing discussions, the Receiver may


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reach restructuring or settlement agreements with other counterparties during this

quarter, or thereafter. If successful, the Receiver will file motions for approval of

those agreements.

V. Communications with Investors

A. Investor Inquiries: The Receiver continues to track investor inquiries

received directly by the Receiver’s agents and by counsel, as well as responses to the

inquiries. The Receiver continues to review and respond to investor inquiries,

written and oral, and the Receiver’s website for the case: https://cases.stretto.com/dli

includes copies of case filings and other materials of interest to keep investors

informed regarding the status of the case and the Receiver’s activities. The

Receiver’s counsel continues to actively engage with the firm of Pachulski Stang

Ziehl & Jones LLP, counsel for a group of investors, and other prospective investor

counsel, in response to their inquiries for updates on the case status and assets.

B. FAQs: The Receiver’s website for the case also includes a series of

“Frequently Asked Questions” and responsive information regarding the impact of

the receivership on DLI and the investors’ funds, the status of the receivership, and

the Receiver’s activities, the claims process in a receivership, and other similar

information. The Receiver continues to periodically update the FAQs to address new

issues or actions that may be of interest to investors as the case progresses.

VI. Pending Litigation

A. Marcia Kosstrin Trust and Professional Home Improvements, Inc.

Retirement Plan v. Direct Lending Investments, LLC, et al., Case 2:19-cv-02452

(“Proposed Class Action”)

As previously reported, on the same date the Receiver Order was entered, a

class action complaint was filed in this Court by Marcia Kosstrin Trust and

Professional Home Improvements, Inc. Retirement Plan against DLI, Brendan Ross,

Bryce Mason, Frank Turner, Rodney Omanoff, and QuarterSpot, Inc. The Receiver,

through counsel, filed a notice of say of the action based on Section IX of the


https://cases.stretto.com/dli

18 FIFTH STATUS REPORT

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Receiver Order. The stay of the action remains in place, and there has been no

further activity in the Proposed Class Action since the notice of stay was filed.

B. Forefront Partners, LLC v. Rodney Omanoff, et al., and Counterclaims,

New York County Supreme Court Index No. 650973/2017 (“Forefront Partners

Action”)

On June 19, 2019, the Plaintiff in the Forefront Partners Action filed a motion

in this Court to lift the stay of actions under the Receiver Oder. (Doc. No. 81.) The

Court denied that motion by its order entered July 17, 2019 (Doc. No. 96). The

parties to the Forefront Partners Action entered into a stipulation approved by the

New York Court that stays the Forefront Partners Action as to the claims, cross-

claims and claims against Brendan Ross, DLI TC, LLC, Direct Lending Investments,

LLC, Direct Lending Income Fund, L.P., VoIP Guardian Partners I, LLC are stayed

until such time as the receivership and/or the VoIP bankruptcy are resolved.

C. American Health Connection, Inc. v. DLI Assets LLC, Los Angeles

Superior Court Case No. BC700599 (“American Health Action”)

As previously reported, the American Health Action is a declaratory relief

action arising out of a stipulated judgment in favor of DLI Assets that the plaintiff

contends was entered improvidently and/or prematurely. The Receiver filed a Notice

of Stay of the action with a copy of the Receiver Order on April 19, 2019. A status

conference was held on January 6, 2020, and the court issued a minute order

continuing the status conference to May 5, 2020.

Dated: April 30, 2020 Respectfully submitted,

BRADLEY D. SHARP

Receiver


Exhibit 1

Ex. 1, Pg. 019


1

Direct Lending Investments13 Week Cash Flow Forecast: CONSOLIDATED - Excluding ReceiptsAs of April 24, 2020USD in 000's

Week Ending1-May 8-May 15-May 22-May 29-May 5-Jun 12-Jun 19-Jun 26-Jun 3-Jul 10-Jul 17-Jul 24-JulWk 1 Wk 2 Wk 3 Wk 4 Wk 5 Wk 6 Wk 7 Wk 8 Wk 9 Wk 10 Wk 11 Wk 12 Wk 13 Total

Disbursements:Payroll $40 $34 $29 $33 $33 $41 $30 $32 $33 $41 $30 $32 $73 $480Other Operating (see pg. 4) 4 4 7 3 15 4 7 3 32 4 7 3 12 107OCP Services (see pg. 5) 18 - - - 45 1 - - 28 18 - - 65 174Taxes - - 5 - - - - - 5 - - - - 10

Operating Disbursements 62 38 41 36 93 46 37 35 98 63 37 35 150 771

Required Funding Request (TBD) - - - - - - - - - - - - - -

Professionals: [1]

Bradley D. Sharp / DSI - - - - 250 - - - 250 - - - 250 750Diamond McCarthy - - - - 230 - - - 230 - - - 230 690BRG - - - - 20 - - - 20 - - - 20 60Stretto - - - - 10 - - - 10 - - - 10 30Chris Johnson (Cayman JOL) - - - - 70 - - - 70 - - - 65 205Alston & Bird LLP (Cayman JOL Counsel) - - - - 35 - - - 35 - - - 35 105Collas Crill (Cayman JOL Counsel) - - - - 75 - - - 75 - - - 75 225Goldberg Kohn LTD - - - - 160 - - - 160 - - - 160 480Raymond James [2] - - - - - - - - - - - - - -

Total Professionals - - - - 850 - - - 850 - - - 845 2,545

Total Disbursements ($62) ($38) ($41) ($36) ($943) ($46) ($37) ($35) ($948) ($63) ($37) ($35) ($995) ($3,316)

Cash, Beginning Balance (Book) $186,110 $186,048 $186,010 $185,969 $185,932 $184,990 $184,944 $184,906 $184,871 $183,924 $183,861 $183,824 $183,789 $186,110Less: Disbursements (62) (38) (41) (36) (943) (46) (37) (35) (948) (63) (37) (35) (995) (3,316)

Cash, Ending Balance (Book) $186,048 $186,010 $185,969 $185,932 $184,990 $184,944 $184,906 $184,871 $183,924 $183,861 $183,824 $183,789 $182,793 $182,793

[1] Professionals fees and expenses are presented on a monthly accrual basis.[2] RJA fees are not budgeted for as the timing and amount of the fees are directly correlated with the sale or refinancing closing(s) of portfolio assets, and the total fees to RJA for its services under the IB Engagement are capped at $4M. Current RJA fees paid to date total to $2.498M.

Ex. 1, Pg. 020


2

Direct Lending Investments13 Week Cash Flow Forecast: DOMESTIC ENTITIES - Excluding ReceiptsAs of April 24, 2020USD in 000's


Disbursements:Payroll $40 $34 $29 $33 $33 $41 $30 $32 $33 $41 $30 $32 $73 $480Other Operating 4 4 7 3 15 4 7 3 32 4 7 3 12 107OCP Services 18 - - - 45 1 - - 28 18 - - 63 172Taxes - - 5 - - - - - 5 - - - - 10

Operating Disbursements 62 38 41 36 93 46 37 35 98 63 37 35 148 769


Professionals: [1]

Bradley D. Sharp / DSI - - - - 235 - - - 235 - - - 235 705Diamond McCarthy - - - - 230 - - - 230 - - - 230 690BRG - - - - 20 - - - 20 - - - 20 60Stretto - - - - 10 - - - 10 - - - 10 30Goldberg Kohn LTD - - - - 160 - - - 160 - - - 160 480Raymond James [2] - - - - - - - - - - - - - -

Total Professionals - - - - 655 - - - 655 - - - 655 1,965

Total Disbursements ($62) ($38) ($41) ($36) ($748) ($46) ($37) ($35) ($753) ($63) ($37) ($35) ($803) ($2,734)

Cash, Beginning Balance (Book) $186,702 $186,640 $186,602 $186,561 $186,525 $185,777 $185,731 $185,694 $185,659 $184,906 $184,843 $184,806 $184,771 $186,702Less: Disbursements (62) (38) (41) (36) (748) (46) (37) (35) (753) (63) (37) (35) (803) (2,734)

Cash, Ending Balance (Book) $186,640 $186,602 $186,561 $186,525 $185,777 $185,731 $185,694 $185,659 $184,906 $184,843 $184,806 $184,771 $183,968 $183,968

[1] Professionals fees and expenses are presented on a monthly accrual basis.[2] RJA fees are not budgeted for as the timing and amount of the fees are directly correlated with the sale or refinancing closing(s) of portfolio assets, and the total fees to RJA for its services under the IB Engagement are capped at $4M. Current RJA fees paid to date total to $2.498M.

Ex. 1, Pg. 021


3

Direct Lending Investments13 Week Cash Flow Forecast: FOREIGN ENTITY (DLIFF) - Excluding ReceiptsAs of April 24, 2020USD in 000's


Disbursements:Payroll - - - - - - - - - - - - - -Other Operating (see below) - - - - - - - - - - - - - -OCP Services (see below) - - - - - - - - - - - - 2 2Taxes - - - - - - - - - - - - - -

Operating Disbursements - - - - - - - - - - - - 2 2


Professionals: [1]

Bradley D. Sharp (Cayman JOL) - - - - 15 - - - 15 - - - 15 45Chris Johnson (Cayman JOL) - - - - 70 - - - 70 - - - 65 205Alston & Bird LLP (Cayman JOL Counsel) - - - - 35 - - - 35 - - - 35 105Collas Crill (Cayman JOL Counsel) - - - - 75 - - - 75 - - - 75 225

Total Professionals - - - - 195 - - - 195 - - - 190 580

Total Disbursements - - - - ($195) - - - ($195) - - - ($192) ($582)

Cash, Beginning Balance (Book) ($592) ($592) ($592) ($592) ($592) ($787) ($787) ($787) ($787) ($982) ($982) ($982) ($982) ($592)Less: Disbursements - - - - (195) - - - (195) - - - (192) (582)

Cash, Ending Balance (Book) ($592) ($592) ($592) ($592) ($787) ($787) ($787) ($787) ($982) ($982) ($982) ($982) ($1,174) ($1,174)

OCP ServicesMillennium Trust Company - - - - - - - - - - - - 2 2 Total OCP Services - - - - - - - - - - - - $2 $2

[1] Professionals fees and expenses are presented on a monthly accrual basis.

Ex. 1, Pg. 022


4

Direct Lending Investments13 Week Cash Flow Forecast: Other Operating Disbursements - ConsolidatedAs of April 24, 2020

1-May 8-May 15-May 22-May 29-May 5-Jun 12-Jun 19-Jun 26-Jun 3-Jul 10-Jul 17-Jul 24-JulWk 1 Wk 2 Wk 3 Wk 4 Wk 5 Wk 6 Wk 7 Wk 8 Wk 9 Wk 10 Wk 11 Wk 12 Wk 13 Total

GPGeneral & Administrative

BizFilings 500$ - - - 500$ - - - 500$ - - - 500$ 2,000$ Insurance - - - - - - - - 20,000 - - - - 20,000

IT Services & SoftwareAdobe - - 200 - - - 200 - - - - 200 - 600Advanced Networks Solutions - - 4,000 - - - 4,000 - - - 4,000 - - 12,000Amazon Web Services - 1,100 - - - 1,100 - - - 1,100 - - - 3,300Atlassian - - 15 - - - - 15 - - - 15 - 45Broadvoice - 200 - - - - 200 - - - 200 - - 600Send2fax.com - - 10 - - - 10 - - - 10 - - 30TurboBridge - - 75 - - - - 75 - - - 75 - 225

500 1,300 4,300 - 500 1,100 4,410 90 20,500 1,100 4,210 290 500 38,800Fund

General & AdministrativeBizFilings 500 - - - 500 - - - 500 - - - 500 2,000

Other Operating ExpensesJerome Alona - - - - 3,000 - - - - - - - - 3,000Enoch Kim - - - - 5,000 - - - 5,000 - - - 5,000 15,000Lien Solutions - - - - 600 - - - 600 - - - 600 1,800Vervent Inc. fka First Associates - - - - 2,500 - - - 2,500 - - - 2,500 7,500

Total Professionals 500 - - - 11,600 - - - 8,600 - - - 8,600 29,300

Other 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 3,000 39,000

Total Other Operating Disbursements $4,000 $4,300 $7,300 $3,000 $15,100 $4,100 $7,410 $3,090 $32,100 $4,100 $7,210 $3,290 $12,100 $107,100

Ex. 1, Pg. 023


5

Direct Lending Investments13 Week Cash Flow Forecast: Ordinary Course Professionals - ConsolidatedAs of April 24, 2020USD in 000's

Requested/ Approved Payment 1-May 8-May 15-May 22-May 29-May 5-Jun 12-Jun 19-Jun 26-Jun 3-Jul 10-Jul 17-Jul 24-Jul

Professional Description Amount Frequency Wk 1 Wk 2 Wk 3 Wk 4 Wk 5 Wk 6 Wk 7 Wk 8 Wk 9 Wk 10 Wk 11 Wk 12 Wk 13 TotalFund

Millennium Trust Company Fund Custody $37,500 Quarterly - - - - - - - - - - - - 38$ 38$

Saul Ewing Arnstein & Lehr LLP Legal - Recovery $10,000 Monthly - - - - 8 - - - 8 - - - 8 23

Parker, Simon & Kokolis, LLC [1] Legal - Collections $100,000 Monthly - - - - 10 - - - 10 - - - 10 30

BARR Credit Services, Inc. [1] Legal - Collections $100,000 Monthly - - - - 10 - - - 10 - - - 10 30

- - - - 28 - - - 28 - - - 65 120

GP

Lucas, Horsfall, Murphy & Pindroh, LLP Accounting $3,000 Monthly 1 - - - - 1 - - - 1 - - - 3

Constangy, Brooks, Smith & Prophete, LLP Legal - Employment $5,000 Monthly 2 - - - 2 - - - - 2 - - - 6

Elite Discovery Documents Management $30,000 Monthly 15 - - - 15 - - - - 15 - - - 4518 - - - 17 1 - - - 18 - - - 54

$18 - - - $45 $1 - - $28 $18 - - $65 $174

[1] Budgeted amounts include out-of-pocket expenses and contingency collections fees.

Ex. 1, Pg. 024


Exhibit 2 Ex. 1, Pg. 025


of 9

Consolidated Direct Lending Investments Receivership Entities [1]

13 Week Cash Flow Forecast - Actual v. Budget dated December 13, 2019: CONSOLIDATED$ in 000's

1.25.20 - 4.24.20

Favorable (Unfavorable)Actual Budget $ Var % Var

ReceiptsNet Portfolio Collections 28,362$ -$ 28,362$ NMMoney Market Interest Income 523 - 523 NMTotal Net Portfolio Collections (see schedule on pg. 4) 28,885 - 28,885 NM

Other Receipts 1 - 1 NMNet Receipts 28,886 - 28,886 NM

DisbursementsPayroll 487 510 23 5%Building Rent & Expenses [2] 217 (52) (269) (513%)Other Operating (see schedule on pg. 5) 34 258 224 87%OCP Services (see schedule on pg. 6) 191 409 217 53%Taxes 2 13 11 88%Operating Disbursements 931 1,137 207 18%

Net Cash Flow from Operations 27,956 (1,137) 29,093 NM

Professionals: [3]

Bradley D. Sharp / DSI 632 690 58 8%Diamond McCarthy 715 690 (25) (4%)BRG 20 55 35 64%Stretto 15 40 25 63%Chris Johnson (Cayman JOL) 216 165 (51) (31%)Alston & Bird LLP (Cayman JOL Counsel) 111 180 69 38%Collas Crill (Cayman JOL Counsel) 205 180 (25) (14%)Goldberg Kohn LTD 435 540 105 19%Tom Smith (Cayman JOL QC) 26 - (26) (100%)Raymond James & Associates [4] 1,000 - (1,000) NMTotal Professionals 3,376 2,540 (836) NM

Total Disbursements [5] 4,307 3,677 (629) NM

Net Cash Flow 24,580$ (3,677)$ 28,257$ NM

Cash, Beginning Balance (Book) 160,656$ 157,000$ 3,656$ NMNet Cash Flow 24,580 (3,677) 28,257 NM

Cash, Ending Balance (Book) 185,235$ 153,323$ 31,913$ NM

[5] Total actual v. budget disbursements, excluding Raymond James disbursements, are $3.31M v. $3.68M, resulting in a favorable variance of $0.37M, or 10%, from total budgeted disbursements.

[1] Direct Lending Investments, LLC, Direct Lending Income Fund, L.P., Direct Lending Income Feeder Fund, Ltd., DLI Capital, Inc., DLI Lending Agent, LLC, DLI Assets Bravo, LLC, and their successors, subsidiaries and affiliated entities have been consolidated and are collectively referred to in this report as the “Consolidated Direct Lending Investments Receivership Entities.”

[4] Success fee to be paid upon sale or refinancing closing(s) and is netted against cash receipts. The total fees to RJA for its services under the IB Engagement are capped at $4 million. This non-budgeted line item impacts the presentation of the variances below, denoted as "NM." Current RJA fees paid to date total to $2,498K.

[3] Budgeted Professional fees and expenses are subject to court approval. Actual fees and expenses are presented on an actual and accrual basis and are subject to change based upon receipt of invoices.

Note: Variances may be due to timing differences.

[2] Budget published in Doc #194-2 erroneously included the release of a $285K cash deposit securing the letter of credit. The cash associated with the line of credit was already reflected in the bank balance when the budget was published.

Ex. 1, Pg. 026


of 9


13 Week Cash Flow Forecast - Actual v. Budget dated December 13, 2019: DOMESTIC ENTITIES$ in 000's

1.25.20 - 4.24.20


ReceiptsNet Portfolio Collections 28,362$ -$ 28,362$ NMMoney Market Interest Income 520 - 520 NMTotal Net Portfolio Collections 28,882 - 28,882 NM

Other Receipts 1 - 1 NMNet Receipts 28,884 - 28,884 NM

Disbursements:Payroll 487 510 23 5%Building Rent & Expenses [2] 217 (52) (269) (513%)Other Operating 34 151 117 77%OCP Services 183 401 218 54%Taxes 2 13 11 88%Operating Disbursements 922 1,023 101 10%

Net Cash Flow from Operations 27,962 (1,023) 28,985 NM

Professionals: [3]

Bradley D. Sharp / DSI 603 660 57 9%Diamond McCarthy 715 690 (25) (4%)BRG 20 55 35 64%Stretto 15 40 25 63%Goldberg Kohn LTD 435 540 105 19%Raymond James & Associates [4] 1,000 - (1,000) NMTotal Professionals 2,788 1,985 (803) NM

Total Disbursements 3,710 3,008 (702) NM

Net Cash Flow 25,174$ (3,008)$ 28,181$ NM

Cash, Beginning Balance (Book) 160,858$ 156,375$ 4,483$ NMNet Cash Flow 25,174 (3,008) 28,181 NM

Cash, Ending Balance (Book) 186,032$ 153,367$ 32,665$ NM

Note: Variances may be due to timing differences.[1] Direct Lending Investments, LLC, Direct Lending Income Fund, L.P., DLI Capital, Inc., DLI Lending Agent, LLC, DLI Assets Bravo, LLC, and their successors, subsidiaries and affiliated entities have been consolidated and are collectively referred to in this report as the “Consolidated Direct Lending Investments Receivership Entities.”

[4] Success fee to be paid upon sale or refinancing closing(s) and is netted against cash receipts. The total fees to RJA for its services under the IB Engagement are capped at $4 million. This non-budgeted line item impacts the presentation of the variances below, denoted as "NM." Current RJA fees paid to date total to $2,498K.

[3] Budgeted Professional fees and expenses are subject to court approval. Actual fees and expenses are presented on an actual and accrual basis and are subject to change based upon receipt of invoices.

[2] Budget published in Doc #194-2 erroneously included the release of a $285K cash deposit securing the letter of credit. The cash associated with the line of credit was already reflected in the bank balance when the budget was published.

Ex. 1, Pg. 027


of 9


13 Week Cash Flow Forecast - Actual v. Budget dated December 13, 2019: FOREIGN ENTITY (DLIFF)$ in 000's

1.25.20 - 4.24.20


ReceiptsNet Portfolio Collections -$ -$ -$ NMMoney Market Interest Income 3 - 3 NMTotal Net Portfolio Collections 3 - 3 NM

Other Receipts - - - NMNet Receipts 3 - 3 NM

Disbursements:Payroll - - - -Building Rent & Expenses - - - -Other Operating 0 107 107 100%OCP Services 8 8 (1) (12%)Taxes - - - -Operating Disbursements 8 115 106 93%

Net Cash Flow from Operations (6) (115) 109 NM

Funding Request - - - -

Professionals: [2]

Bradley D. Sharp (Cayman JOL) 29 30 1 3%Chris Johnson (Cayman JOL) 216 165 (51) (31%)Alston & Bird LLP (Cayman JOL Counsel) 111 180 69 38%Collas Crill (Cayman JOL Counsel) 205 180 (25) (14%)Tom Smith (Cayman JOL QC) 26 - (26) (100%)Total Professionals 588 555 (33) NM

Total Disbursements 596 670 73 11%

Net Cash Flow (594)$ (670)$ 76$ 11%

Cash, Beginning Balance (Book) [3] (203)$ 625$ (828)$ (132%)Net Cash Flow (594) (670) 76 11%

Cash, Ending Balance (Book) [3] (796)$ (45)$ (752)$ (1690%)

Note: Variances may be due to timing differences.

[3] For informational purposes, cash is presented net of accrued professional fees. Such fees have not been approved by the Liquidation Committee and Cayman Court.

[1] Direct Lending Investments, LLC, Direct Lending Income Fund, L.P., DLI Capital, Inc., DLI Lending Agent, LLC, DLI Assets Bravo, LLC, and their successors, subsidiaries and affiliated entities have been consolidated and are collectively referred to in this report as the “Consolidated Direct Lending Investments Receivership Entities.”[2] Budgeted Professional fees and expenses are subject to court approval. Actual fees and expenses are presented on an actual and accrual basis and are subject to change based upon receipt of invoices.

Ex. 1, Pg. 028


of 9

Consolidated Direct Lending Investments Receivership Entities 13 Week Cash Flow Forecast - Summary of Total Net Portfolio Collections$ in 000's

4.1.19 - 4.26.19

4.27.19 - 7.26.19

7.27.19 - 10.25.19

10.26.19 - 1.24.20

1.25.20 - 4.24.20 Total

Money Market Interest 17$ 391$ 690$ 577$ 523$ 2,199$

Normal Course Interest Payments 2,675 6,917 4,221 2,485 1,923 18,222

Full/Partial Payoff - Principal, Interest and PenaltiesFuture Payment Portfolio - Multistream Capital - 2,336 - - - 2,336 Indigo DLI Holdings - 6,318 - - - 6,318 FastPay Partners - - 25,974 - - 25,974 Liberty - 427 3,664 23 1,417 5,530 Origin - Mepco - 60,407 - - - 60,407 iPEL - - - 6,819 - 6,819 LCUSA - - - - 36,104 36,104 Biz2Credit - whole loan asset sales - - 300 - - 300 LoanHero - whole loan asset sales - - 4,799 - - 4,799 Dealstruck - whole loan asset sales - - 1,300 - - 1,300

Total Full/Partial Payoff - Principal, Interest and Penalties - 69,488 36,037 6,842 37,520 149,888 Remittance to Third Party [1] - - - - (9,923) (9,923) Net Full/Partial Payoff - Principal, Interest and Penalties - 69,488 36,037 6,842 27,598 139,965

Wholly Owned Loan - Principal & Interest 1,665 5,153 2,579 811 619 10,826 Remittance to Third Party [2] - - - (919) (1,778) (2,696) Net Wholly Owned Loan - Principal & Interest 1,665 5,153 2,579 (108) (1,159) 8,130

Total Net Portfolio Collections 4,358$ 81,949$ 43,528$ 9,797$ 28,885$ 168,516$

[1] Net Cash remittance to DLG for Principal & Interest related to $3.537M for Liberty and $6.384M for FastPay Partners.[2] Net Cash remittance of $919K to Pier Asset Management in connection with the Dealstruck sale and $1.778M of Principal & Interest to DLG for QuarterSpot receipts (3/2019-12/2019).

Ex. 1, Pg. 029


of 9

Consolidated Direct Lending Investments Receivership Entities13 Week Cash Flow Forecast - Actual v. Budget dated December 13, 2019Other Operating Disbursements

1.25.20 - 4.24.20


GPGeneral & Administrative

Smarsh 1,960$ 3,600$ 1,640$ 46%BizFilings 398 1,500 1,102 73%Insurance 4,342 15,000 10,658 71%

IT Services & SoftwareAdobe 408 1,200 792 66%Advanced Networks Solutions 11,056 13,500 2,444 18%Amazon Web Services 3,132 3,450 318 9%Atlassian 30 45 15 33%Broadvoice - 1,800 1,800 100%Dropbox 180 180 - -Send2fax.com 27 30 3 11%TurboBridge 171 225 54 24%Box.Net 135 - (135) (100%)

Other Operating ExpensesIntralinks - - - -CS Disco Inc. - - - -

Total GP 21,838 40,530 18,692 46%Fund

Collection ExpensesThompson Reuters - - - -Experian - 1,000 1,000 100%Protective Advances - 25,000 25,000 100%

General & AdministrativeFATCA - 2,000 2,000 100%Insurance - 105,000 105,000 100%Title Reports - - - -BizFilings 935 2,000 1,065 53%

Other Operating ExpensesJerome Alona 450 4,500 4,050 90%Enoch Kim 2,000 30,000 28,000 93%Lien Solutions - 1,800 1,800 100%Vervent Inc. fka First Associates 7,500 7,500 - -

Total Fund 10,885 178,800 167,915 94%

Other [1] 1,394 39,000 37,606 96%

Total Other Operating Disbursements 34,118$ 258,330$ 224,212$ 87%

Note: Variances may be due to timing differences.[1] Actual Other Disbursements include debt collection support services, FedEx, office supplies, reimbursement of subscription expenses and annual fee for Quickbooks desktop.

Ex. 1, Pg. 030


of 9

Consolidated Direct Lending Investments Receivership Entities13 Week Cash Flow Forecast - Actual v. Budget dated December 13, 2019OCP Services Disbursements $ in 000's

1.25.20 - 4.24.20


FundMillennium Trust Company 75$ 143$ 68$ 47%Reserve Capital Group, LLC - 30 30 100%Saul Ewing Arnstein & Lehr LLP 19 30 11 37%Parker, Simon & Kokolis, LLC [1] 57 75 18 24%BARR Credit Services, Inc. [1] 1 75 74 99%Opus Fund Services [2] 2 - (2) (100%)

154 353 199 56%GP

Lucas, Horsfall, Murphy & Pindroh, LLP 1 5 4 71%Constangy, Brooks, Smith & Prophete, LLP - 6 6 100%Elite Discovery 36 45 9 20%

37 56 19 33%

Total OCP Services Disbursements 191$ 409$ 217$ 53%

Note: Variances may be due to timing differences.[1] Budgeted amounts include out-of-pocket expenses and contingency collections fees.[2] Opus services terminated on September 26, 2019. Payments are for 2018 K-1 tax letter and DLIFF pre-receivership balance.

Ex. 1, Pg. 031


of 9

Consolidated Direct Lending Investments Receivership Entities Accrued Professional Fees/Bank Cash ReconciliationWeek Ending April 24, 2020

Cash Balance per Cumulative Actual (Book) 185,235,465$

Add: Accrued and Unpaid Professional Fees [1]

Chris Johnson Associates (August 2019 through April 2020) 311,756 Berkeley Research Group (April 2019 through April 2020) 84,526 Receiver - DSI (April 2019 through April 2020) 1,543,504 Stretto - (April 2020) 15,000 Collas Crill (August 2019 through April 2020) 376,775 Goldberg Kohn LTD (September 2019 through April 2020) 1,052,472 Diamond McCarthy (April 2019 through April 2020) 1,862,325 Alston & Bird LLP (September 2019 through April 2020) 228,064 Total 5,474,423

Actual Bank Cash Balance 190,709,888$

[1] Actual Professional fees and expenses are accrued and shown in the disbursements category as available or as estimated. Such fees and expenses are subject to court approval.

Ex. 1, Pg. 032


of 9

Consolidated Direct Lending Investments Receivership Entities Bank Cash BalanceWeek Ending April 24, 2020

Account # Bank Name Entity Balance

Pre-Receivership Bank Accounts

x1602 Wells Fargo DLI Assets Bravo Operating (MM) DLI Assets Bravo, LLC 213,311$

213,311

DLIFF Metropolitan Bank Account

x4210 Metropolitan Bank Direct Lending Income Feeder Fund, Ltd. 154,604

154,604

Metropolitan Bank Accounts

x4148 Metropolitan Bank (Seg. Proceeds) DLI Assets Bravo, LLC 433,761

x4121 Metropolitan Bank DLI Assets Bravo, LLC 25,000,000

x4199 Metropolitan Bank DLI Assets, LLC 2,838,504

x4164 Metropolitan Bank DLI Assets Bravo, LLC 157,626,255

x4180 Metropolitan Bank DLI Capital, Inc. 332,452

x4202 Metropolitan Bank Direct Lending Income Fund, L.P. 2,911,885

x6721 Metropolitan Bank - Deposit Account DLI Assets Bravo, LLC 639,922

x4156 Metropolitan Bank - GP Operating Direct Lending Investments, LLC 559,195

190,341,973

190,709,888$

Ex. 1, Pg. 033


of 9

Consolidated Direct Lending Investments Receivership Entities13 Week Cash Flow Forecast - Prior Period Updates$ in 000's

10.26.19 - 1.24.20 Updates [1] Actual Accrual Increase/(Decrease) Reason for ChangeDisbursements

ProfessionalsBradley D. Sharp / DSI 426$ 240$ 187$ January 2020 invoiceDiamond McCarthy 651 486 165 January 2020 invoiceBRG 9 6 3 January 2020 invoiceChris Johnson (Cayman JOL) 92 71 21 January 2020 invoiceAlston & Bird LLP (Cayman JOL Counsel) 93 69 24 January 2020 invoiceCollas Crill (Cayman JOL Counsel) 146 103 42 January 2020 invoiceGoldberg Kohn LTD 378 283 95 January 2020 invoice

Total Professionals 1,796 1,259 537

Net Cash Flow (1,796)$ (1,259)$ (537)$

The following schedules summarize the updates to the accruals reported in Doc #217, page 25.

[1] Total actual v. budget disbursements, including these actuals, are $2.67M v. $3.43M, resulting in a favorable variance of $0.76M, or 22%, from total budgeted disbursements. The total actual disbursements of $2.67M excludes $0.75M disbursement to Raymond James and $0.3M disbursement for counterparty funding. Raymond James disbursements are intentionally excluded from the budget since the timing and amount of the fees are directly correlated with the sale or refinancing closing(s) of portfolio assets, and the total fees to RJA for its services under the IB Engagement are capped at $4M. Counterparty funding disbursement is also intentionally excluded from the budget since such disbursement was returned to DLI.

Ex. 1, Pg. 034


Bradley D. Sharp, ReceiverDevelopment Specialists, Inc.

333 South Grand Avenue Suite 4100Los Angeles, CA 90071

(213) 617-2717

STANDARDIZED FUNDACCOUNTING REPORT

CIVIL - RECEIVERSHIP FUND

Consolidated Direct Lending Investments Receivership Entities 1

Civil Court Docket No. 2:19−cv−02188−DSF−MRW

Reporting Period 1/1/2020 to 3/31/2020

Note 1: Direct Lending Investments, LLC, Direct Lending Income Fund, L.P., Direct Lending Income Feeder Fund, Ltd., DLI Capital, Inc., DLI Lending Agent, LLC, DLI Assets Bravo, LLC, and their successors, subsidiaries and affiliated entities have been consolidated and are collectively referred to in this report as the “Consolidated Direct Lending Investments Receivership Entities.”

Page 1 Ex. 1, Pg. 036


Fund Accounting (See Instructions):Detail Subtotal Grand Total

Line 1 Beginning Balance (As of 1/1/2020): 162,387,285$

Increases in Fund Balance:

Line 2 Business Income [1] (239,497) Line 3 Cash and Securities - Line 4 Interest/Dividend Income 498,566 Line 5 Business Asset Liquidation 30,204,136 Line 6 Personal Asset Liquidation - Line 7 Third-Party Litigation Income - Line 8 Miscellaneous - Other -

Total Funds Available (Lines 1 - 8): 30,463,205 192,850,490

Decreases in Fund Balance:

Line 9 Disbursements to Investors - Line 10 Disbursements for Receivership Operations:

Line 10a Disbursements to Receiver or Other Professionals 1,527,900 Line 10b Business Asset Expenses 1,436,037 Line 10c Personal Asset Expenses - Line 10d Investment Expenses - Line 10e Third-Party Litigation Expenses -

1. Attorney Fees - 2. Litigation Expenses -

Total Third-Party Litigation Expenses - Line 10f Tax Administrator Fees and Bonds - Line 10g Federal and State Tax Payments 2,400

Total Disbursements for Receivership Operations 2,966,336 Line 11 Disbursements for Distribution Expenses Paid by the Fund:

Line 11a Distribution Plan Development Expenses:1. Fees:

Fund Administrator - Independent Distribution Consultant (IDC) - Distribution Agent - Consultants - Legal Advisers - Tax Advisers -

2. Administrative Expenses - 3. Miscellaneous -

Total Plan Development Expenses - Line 11b Distribution Plan Implementation Expenses:

1. Fees:Fund Administrator - IDC - Distribution Agent - Consultants - Legal Advisers - Tax Advisers -

2. Administrative Expenses - 3. Investor Identification: -

Notice/Publishing Approved Plan - Claimant Identification - Claims Processing - Web Site Maintenance/Call Center -

4. Fund Administrator Bond - 5. Miscellaneous - 6. Fed Acct. for Investor Restitution (FAIR) Reporting Expenses -

Total Plan Implementation Expenses - Total Disbursements for Distribution Expenses Paid by the Fund -

STANDARDIZED FUND ACCOUNTING REPORT for Consolidated Direct Lending Investments Receivership Entities - Cash BasisReceivership; Civil Court Docket No. 2:19−cv−02188−DSF−MRW


Ex. 1, Pg. 037




Line 12 Disbursements to Court/Other:Line 12a Investment Expenses/Court Registry Investment System (CRIS) Fees - Line 12b Federal Tax Payments -

Total Disbursements to Court/Other -

Total Funds Disbursed (Line 9 - 12) 2,966,336$

Line 13 Ending Balance (As of 3/31/2020): 189,884,153$

Note: Transfers between the accounts of the consolidated entities on this report are not included in the schedules contained herein.

Detail Subtotal Grand TotalLine 14 Ending Balance of Fund - Net Assets:

Line 14a Cash & Cash Equivalents 189,884,153$ Line 14b Investments TBDLine 14c Other Assets or Uncleared Funds TBD

Total Ending Balance of Fund - Net Assets 189,884,153$

OTHER SUPPLEMENTAL INFORMATION:Detail Subtotal Grand Total

Report of Items NOT To Be Paid by the Fund:Line 15 Disbursements for Plan Administration Expenses Not Paid by the Fund:

Line 15a Plan Development Expenses Not Paid by the Fund:1. Fees:

Fund AdministratorIDCDistribution AgentConsultantsLegal AdvisersTax Advisers

2. Administrative Expenses3. Miscellaneous

Total Plan Development Expenses Not Paid by the Fund

Line 15b Plan Implementation Expenses Not Paid by the Fund:1. Fees:

Fund AdministratorIDCDistribution AgentConsultantsLegal AdvisersTax Advisers

2. Administrative Expenses3. Investor Identification:

Notice/Publishing Approved PlanClaimant IdentificationClaims ProcessingWeb Site Maintenance/Call Center

4. Fund Administrator Bond5. Miscellaneous6. FAIR Reporting Expenses

Total Plan Implementation Expenses Not Paid by the FundLine 15c Tax Administrator Fees & Bonds Not Paid by the Fund

Total Disbursements for Plan Administration Expenses Not Paid by the Fund

Line 16 Disbursements to Court/Other Not Paid by the Fund:Line 16a Investment Expenses/CRIS FeesLine 16b Federal Tax Payments

Total Disbursements to Court/Other Not Paid by the FundLine 17 DC & State Tax Payments

Ex. 1, Pg. 038




Line 18 No. of Claims:Line 18a # of Claims Received This. Reporting Period 0Line 18b # of Claims Received Since Inception of Fund 0

Line 19Line 19a # of Claimants/Investors Paid This Reporting Period 0Line 19b # of Claimants/Investors Paid Since Inception of Fund 0

[1] Negative business income is due to $1.778M of Principal & Interest to DLG for QuarterSpot receipts (3/2019-12/2019).

Receiver:

By: _________________________(Signature)

Bradley D. Sharp (Printed Name)

Receiver (Title)

Date: 4/29/2020

Ex. 1, Pg. 039



Cash Receipts & Disbursements Summary - October 1, 2019 through March 31, 2020April 22, 2020

Entity 9/30/19 Beginning Balance [2] Cash Receipts [3] Disbursements [3] 3/31/20 Ending Balance [2]

Direct Lending Investments, LLC 554,020$ 1,701,742$ (1,485,768)$ 769,994$ Direct Lending Income Fund, L.P. 2,899,181 24,822 (12,118) 2,911,885 Direct Lending Income Feeder Fund, Ltd. 636,052 171,118 (648,816) 158,354 DLI Capital, Inc. 121,807 3,502,350 (3,291,584) 332,573 DLI Lending Agent, LLC - - - - DLI Assets Bravo, LLC 149,712,760 52,735,405 (19,575,321) 182,872,844 DLI Assets, LLC 2,471,510 1,356,735 (989,741) 2,838,504 DLI SPV I, LLC - - - - DLI TC, LLC - - - - Total 156,395,331$ 59,492,171$ (26,003,349)$ 189,884,153$

By Transaction TypeThird Party Participations & True-Up, Net [4] 12,654,176$ (12,654,176)$ Intercompany Transfers 4,925,000 (4,925,000) Powerscourt Investments [5] 3,000,000 (3,000,000) All Other 38,912,995 (5,424,173) Total 59,492,171$ (26,003,349)$

[3] Internal transfers within each entity are excluded from the Cash Receipts & Disbursements Details.

[5] Erroneously received remittance from Powerscourt Investments, which was subsequently returned to payer.

[1] Direct Lending Investments, LLC, Direct Lending Income Fund, L.P., Direct Lending Income Feeder Fund, Ltd., DLI Capital, Inc., DLI Lending Agent, LLC, DLI Assets Bravo, LLC, DLI Assets, LLC, DLI SPV I, LLC and DLI TC, LLC are collectively referred to in this report as the “Consolidated Direct Lending Investments Receivership Entities.”[2] Beginning and ending cash balances represent bank cash balances.Direct Lending Investments, LLC's Wells Fargo LOC bank accounts totaling $288.9K were inadvertently excluded from the April 1, 2019 through September 30, 2019 Cash Receipts & Disbursements report. Cash activity for these accounts are now included in this report.

[4] DLI collected and disbursed $11.7M to DLG and $915.3K to Pier Assets as passthrough participation. DLI also disbursed $38.4K to Metropolitan Bank in connection with a money market true-up.

Ex. 1, Pg. 041


Direct Lending Investments, LLCCash Receipts & Disbursements Details - October 1, 2019 through March 31, 2020

Date Description Receipts Disbursements10/01/2019 CoPower (534) 10/01/2019 Dropbox Inc. (60) 10/1/2019 Anthem Blue Cross (10,038) 10/01/2019 USPS.COM (1) 10/01/2019 USPS.COM (1) 10/01/2019 USPS.COM (1) 10/01/2019 USPS.COM (1) 10/01/2019 USPS.COM (1) 10/01/2019 USPS.COM (1) 10/01/2019 USPS.COM (1) 10/01/2019 USPS.COM (1) 10/01/2019 USPS.COM (1) 10/02/2019 CPK, Inc. (233) 10/03/2019 AWS, Inc. (1,066) 10/03/2019 Paychex of New York LLC (34,255) 10/03/2019 BizFilings (85) 10/03/2019 BizFilings (85) 10/03/2019 BizFilings (110) 10/03/2019 BizFilings (85) 10/03/2019 BizFilings (85) 10/03/2019 Robert Half International Inc. (546) 10/03/2019 GPI 550 Brand, LP (35,512) 10/03/2019 LAZ Parking California, LLC (147) 10/04/2019 Wells Fargo Bank, N.A. 431 10/06/2019 Broadvoice (1,063) 10/07/2019 Amazon (19) 10/07/2019 StoreFront Lenders 105,716 10/08/2019 Send 2 Fax (9) 10/08/2019 Citibank, N.A. (40) 10/09/2019 TASC 4,398

Ex. 1, Pg. 042


Date Description Receipts Disbursements10/11/2019 Paychex of New York LLC (35,493) 10/11/2019 Paychex of New York LLC (146) 10/12/2019 TurboBridge (57) 10/12/2019 Adobe (391) 10/13/2019 Atlassian (10) 10/14/2019 Atlassian (0) 10/15/2019 Advanced Networks Solutions (5,274) 10/15/2019 Jerome Alona (150) 10/16/2019 Charter Communications (284) 10/16/2019 ReturnCenter.com (775) 10/16/2019 Paychex of New York LLC (34,243) 10/22/2019 Department of Business Oversight (250) 10/23/2019 Paychex of New York LLC (35,507) 10/25/2019 TASC (31) 10/28/2019 CS Disco Inc (1,188) 10/29/2019 Smarsh (980) 10/30/2019 Anthem Blue Cross (6,428) 10/30/2019 Dropbox Inc. (60) 10/31/2019 Box Inc. (45) 10/31/2019 Paychex of New York LLC (34,243) 10/31/2019 00 - Fund I 6,796 10/31/2019 00 - Fund I 4,912 11/01/2019 CoPower (710) 11/03/2019 AWS, Inc. (1,087) 11/04/2019 StoreFront Lenders 31,303 11/04/2019 Wells Fargo Bank, N.A. 421 11/05/2019 GPI 550 Brand, LP (35,512) 11/06/2019 Broadvoice (908) 11/06/2019 Paychex of New York LLC (35,555) 11/06/2019 Newmark of Southern California, Inc. (54,416) 11/06/2019 Anthem Blue Cross 4,753 11/06/2019 CA FTB 11,903 11/07/2019 Federal Express (15)

Ex. 1, Pg. 043


Date Description Receipts Disbursements11/07/2019 TASC 4,398 11/08/2019 Send 2 Fax (9) 11/08/2019 Citibank, N.A. (40) 11/12/2019 TurboBridge (57) 11/12/2019 Adobe (391) 11/13/2019 Paychex of New York LLC (34,177) 11/13/2019 Atlassian (10) 11/14/2019 Atlassian (0) 11/18/2019 Transfer from DLIC, to fund the GP 925,000 11/20/2019 Lucas, Horsfall, Murphy & Pindroh, LLP (259) 11/20/2019 Advanced Networks Solutions (5,296) 11/21/2019 Paychex of New York LLC (35,308) 11/21/2019 Elite Discovery, Inc. (7,690) 11/24/2019 TASC (31) 11/27/2019 Paychex of New York LLC (35,598) 11/30/2019 Box Inc. (45) 11/30/2019 Anthem Blue Cross (9,834) 12/01/2019 CoPower (710) 12/02/2019 Dropbox Inc. (60) 12/02/2019 StoreFront Lenders 31,303 12/02/2019 Smarsh (980) 12/02/2019 GPI 550 Brand, LP (35,512) 12/02/2019 Elite Discovery, Inc. (8,538) 12/02/2019 CS Disco Inc (313) 12/02/2019 Jerome Alona (750) 12/03/2019 AWS, Inc. (1,066) 12/03/2019 Federal Express (19) 12/04/2019 Federal Express (123) 12/04/2019 Wells Fargo Bank, N.A. 344 12/05/2019 Paychex of New York LLC (34,059) 12/08/2019 Send 2 Fax (9) 12/09/2019 TASC 4,398 12/10/2019 Citibank, N.A. (40)

Ex. 1, Pg. 044


Date Description Receipts Disbursements12/12/2019 TurboBridge (57) 12/12/2019 Adobe (391) 12/12/2019 Paychex of New York LLC (36,803) 12/13/2019 Atlassian (10) 12/14/2019 Atlassian (0) 12/16/2019 Federal Express (41) 12/18/2019 Paychex of New York LLC (35,439) 12/23/2019 Advanced Networks Solutions (3,655) 12/25/2019 TASC (31) 12/26/2019 Paychex of New York LLC (35,308) 12/27/2019 Citibank, N.A. 40 12/27/2019 Citibank, N.A. 40 12/30/2019 Anthem Blue Cross (7,945) 12/30/2019 Dropbox Inc. (60) 12/30/2019 Smarsh (980) 12/31/2019 Box Inc. (45) 01/01/2020 CoPower (710) 1/2/2020 StoreFront Lenders 31,277 1/2/2020 Paychex of New York LLC 459 01/02/2020 Paychex of New York LLC (37,861) 01/02/2020 GPI 550 Brand, LP (35,486) 01/03/2020 AWS, Inc. (1,087) 1/3/2020 Wells Fargo Bank, N.A. 346 1/6/2020 Federal Express (21) 1/8/2020 TASC 4,398 01/08/2020 Send 2 Fax (9) 01/08/2020 Paychex of New York LLC (38,668) 1/8/2020 Citibank, N.A. (40) 01/10/2020 Lucas, Horsfall, Murphy & Pindroh, LLP (104) 01/10/2020 Advanced Networks Solutions (375) 01/10/2020 Advanced Networks Solutions (3,685) 01/12/2020 TurboBridge (57) 01/12/2020 Adobe (136)

Ex. 1, Pg. 045


Date Description Receipts Disbursements01/13/2020 Atlassian (10) 1/14/2020 Atlassian (0) 01/15/2020 Amazon (11) 01/16/2020 Federal Express (34) 01/16/2020 Paychex of New York LLC (36,404) 1/16/2020 Citibank, N.A. 40 01/22/2020 Elite Discovery, Inc. (9,131) 01/23/2020 Paychex of New York LLC (37,298) 01/25/2020 TASC (31) 01/28/2020 Federal Express (67) 01/28/2020 Elite Discovery, Inc. (8,058) 01/29/2020 Paychex of New York LLC (37,282) 1/30/2020 Metropolitan Bank (25) 01/30/2020 Anthem Blue Cross (8,092) 01/30/2020 Dropbox Inc. (60) 01/31/2020 Amazon (26) 01/31/2020 Amazon (19) 01/31/2020 Box Inc. (45) 01/31/2020 Smarsh (980) 02/01/2020 CoPower (710) 02/03/2020 Amazon (24) 02/03/2020 AWS, Inc. (1,086) 2/4/2020 Wells Fargo Bank, N.A. 369 02/05/2020 Paychex of New York LLC (35,957) 2/6/2020 Metropolitan Bank 25 2/7/2020 TASC 4,398 02/07/2020 Lucas, Horsfall, Murphy & Pindroh, LLP (127) 02/07/2020 Advanced Networks Solutions (3,685) 02/07/2020 Jerome Alona (150) 02/08/2020 Send 2 Fax (9) 02/10/2020 Wells Fargo Bank, N.A. (175) 02/12/2020 Adobe (136) 02/12/2020 Paychex of New York LLC (37,282)

Ex. 1, Pg. 046


Date Description Receipts Disbursements02/12/2020 TurboBridge (57) 02/13/2020 Atlassian (10) 02/13/2020 Federal Express (49) 2/14/2020 Atlassian (0) 02/19/2020 Paychex of New York LLC (36,010) 02/24/2020 TASC (31) 02/25/2020 BizFilings (199) 02/25/2020 BizFilings (199) 02/25/2020 BizFilings (199) 02/25/2020 BizFilings (199) 02/25/2020 BizFilings (139) 02/25/2020 BizFilings (199) 02/26/2020 Paychex of New York LLC (37,335) 02/28/2020 Dropbox Inc. (60) 02/28/2020 Smarsh (980) 02/28/2020 Elite Discovery, Inc. (13,476) 2/29/2020 Box Inc. (45) 03/01/2020 CoPower (657) 3/2/2020 Anthem Blue Cross (6,695) 03/03/2020 AWS, Inc. (1,006) 3/4/2020 Wells Fargo Bank, N.A. 318 03/05/2020 The Hartford (4,154) 03/05/2020 Paychex of New York LLC (35,957) 3/8/2020 Send 2 Fax (9) 3/9/2020 TASC 3,907 3/9/2020 Paychex of New York LLC (15,869) 03/11/2020 Paychex of New York LLC (37,282) 03/12/2020 Adobe (136) 03/12/2020 TurboBridge (57) 03/12/2020 Advanced Networks Solutions (3,685) 03/13/2020 Atlassian (10) 3/14/2020 Atlassian (0) 03/18/2020 The Hartford (188)

Ex. 1, Pg. 047


Date Description Receipts Disbursements03/18/2020 Paychex of New York LLC (35,957) 03/18/2020 GPI 550 Brand, LP (157,048) 3/19/2020 Transfer from DLIC, to fund the GP 500,000 03/23/2020 Franchise Tax Board (800) 03/23/2020 Franchise Tax Board (800) 03/23/2020 Lucas, Horsfall, Murphy & Pindroh, LLP (1,049) 3/25/2020 TASC (31) 3/26/2020 Paychex of New York LLC (38,778) 3/26/2020 Paychex of New York LLC (107) 03/26/2020 Lucas, Horsfall, Murphy & Pindroh, LLP (275) 3/27/2020 DL Gobal Ltd 20,050 03/27/2020 Elite Discovery, Inc. (14,456) 3/31/2020 Anthem Blue Cross (6,695) 3/31/2020 Box Inc. (45) 3/31/2020 BizFilings (199) 3/31/2020 Dropbox Inc. (60)

Total 1,701,742 (1,485,768)

Ex. 1, Pg. 048


Direct Lending Income Fund, L.P.Cash Receipts & Disbursements Details - October 1, 2019 through March 31, 2020

Date Description Receipts Disbursements10/1/2019 Money Market Income 3,690 10/31/2019 Money Market Income True Up (33) 10/31/2019 Wire to Opus (3,850) 10/31/2019 Money Market Income 4,551 11/1/2019 Money Market Income 5 11/29/2019 Money Market Income 3,573 12/2/2019 Money Market Income 3 12/17/2019 Wire to Opus (1,376) 12/17/2019 Wire to MTC (2,500) 12/31/2019 Money Market Income 3,948 1/9/2020 Bill.com verify 0 1/9/2020 Bill.com verify (0) 1/10/2020 ACH payment to FTB (800) 1/31/2020 Money Market Income 3,826 2/10/2020 Bill.com payment to Opus (1,000) 2/20/2020 United States Treasury 2018 tax refund 82 2/21/2020 Bill.com payment to Lee & Ko (59) 2/28/2020 Money Market Income 3,460 3/30/2020 Bill.com payment to MTC (2,500) 3/31/2020 Money Market Income 1,684

Total 24,822 (12,118)

Ex. 1, Pg. 049


Direct Lending Income Feeder Fund, Ltd.Cash Receipts & Disbursements Details - October 1, 2019 through March 31, 2020

Date Description Receipts Disbursements10/1/2019 Money Market Income 815 10/31/2019 Money Market Income 918 11/1/2019 Money Market Income 1 11/18/2019 Wire transfer fee (10) 11/29/2019 Money Market Income 861 12/2/2019 Money Market Income 1 12/17/2019 Wire transfer fee (10) 12/17/2019 Return wire fees 30 12/31/2019 Money Market Income 952 1/10/2020 Bill.com verify 1 1/10/2020 Bill.com verify (1) 1/31/2020 Money Market Income 923 2/4/2020 Bill.com payment to Opus (925) 2/5/2020 Bill.com payment to MTC (3,750) 2/21/2020 Bill.com payment to Lee & Ko (59) 2/28/2020 Money Market Income 830 3/24/2020 Wire to Alston & Bird (120,000) 3/24/2020 Wire to RBC Royal Bank FFC Chris Johnson Associates (168,000) 3/24/2020 Wire to Scotiabank Trust FFC Collas Crill (165,000) 3/24/2020 Wire from DLI 165,000 3/25/2020 Wire to Collas Crill (165,000) 3/30/2020 Wire to Tom Smith (26,061) 3/31/2020 Bill.com verify 1 3/31/2020 Bill.com verify (1) 3/31/2020 Money Market Income 785

Total 171,118 (648,816)

Ex. 1, Pg. 050


DLI Capital, Inc.Cash Receipts & Disbursements Details - October 1, 2019 through March 31, 2020

Date Description Receipts Disbursements10/1/2019 Money Market Income 5 10/11/2019 Bank Fee (569) 10/31/2019 Money Market Income True Up (41) 10/31/2019 Wire to DLI (GP) (4,912) 10/31/2019 Wire to Opus (14,917) 10/31/2019 Money Market Income 186 11/1/2019 Money Market Income 4 11/6/2019 Transfer from 4164 bank account 1,000,000 11/8/2019 Wire to Diamond McCarthy (318,966) 11/8/2019 Wire to DSI (429,248) 11/8/2019 Wire to BRG (29,782) 11/12/2019 Bank Fee (554) 11/18/2019 Transfer from 4164 bank account 1,000,000 11/18/2019 Transfer to 4156 (GP) bank account (925,000) 11/29/2019 Money Market Income 453 12/2/2019 Money Market Income 2 12/11/2019 Bank Fee (565) 12/17/2019 Wire to Opus (12,928) 12/17/2019 Wire to MTC (2,500) 12/31/2019 Money Market Income 531 1/9/2020 Bill.com verify 1 1/9/2020 Bill.com verify (1) 1/22/2020 Transfer from 4164 bank account 1,000,000 1/24/2020 Wire to BRG (83,886) 1/24/2020 Wire to DSI (435,187) 1/24/2020 Wire to Diamond McCarthy (393,445) 1/24/2020 Wire to Goldberg Kohn (136,321) 1/31/2020 Money Market Income 573 2/4/2020 Bill.com payment to Bill.com (119) 2/28/2020 Money Market Income 398 3/4/2020 Bill.com payment to Bill.com (144) 3/19/2020 Transfer from 4164 bank account 500,000 3/19/2020 Transfer to 4156 (GP) bank account (500,000) 3/30/2020 Bill.com payment to MTC (2,500) 3/31/2020 Money Market Income 198

Total 3,502,350 (3,291,584)

Ex. 1, Pg. 051


DLI Assets Bravo, LLCCash Receipts & Disbursements Details - October 1, 2019 through March 31, 2020

Date Description Receipts Disbursements10/1/2019 TQ Delta 342,022 10/1/2019 Liberty (20054 PCH) 3,750 10/1/2019 FPP Sandbox 169,167 10/1/2019 Money Market Income 12,757 10/2/2019 Clay Sylvester - Morrison Oil Protective Advance (10,000) 10/2/2019 Stutzman, Bromberg, Esserman & Plifka (Peter D’Apice) - Morrison Oil Protective Advance (10,000) 10/3/2019 iPEL 13,750 10/4/2019 Parker Simon Kokolis 362 10/7/2019 LoanHero 8,587 10/10/2019 St. Clair Trucking Inc (QS) 10,000 10/11/2019 Bank Fee (327) 10/31/2019 iPEL 3,519,415 10/31/2019 Parker Simon Kokolis 821 10/31/2019 Indigo 151,054 10/31/2019 Liberty (20054 PCH) 3,750 10/31/2019 Money Market Income True Up (8,389) 10/31/2019 Wire to Atlantic Tomorrow's - Walsh Protective Advance (13) 10/31/2019 Wire to Lien Solutions (239) 10/31/2019 Wire to DLI (GP) (6,796) 10/31/2019 Wire to Enoch Kim (8,500) 10/31/2019 Wire to First Associates (2,500) 10/31/2019 Wire to Opus (1,000) 10/31/2019 Wire to Parker Simon Kokolis (3,780) 10/31/2019 Wire to Raymond James (150,000) 10/31/2019 Wire to Thomson Reuters (5,151) 10/31/2019 Money Market Income 25,479 10/31/2019 Over limit activity charges (40) 10/31/2019 Money Market Income True Up (28,393) 10/31/2019 Money Market Income 162,350 10/31/2019 Money Market Income True Up (1,340)

Ex. 1, Pg. 052



Date Description Receipts Disbursements10/31/2019 Money Market Income 18,430 11/1/2019 TQ Delta 353,422 11/1/2019 FPP Sandbox 174,806 11/1/2019 Money Market Income 9,313 11/4/2019 iPEL 2,600 11/5/2019 Goodwill transfer credit 40 11/6/2019 Transfer to 4180 bank account (1,000,000) 11/7/2019 LoanHero 5,372 11/12/2019 Capstone 857,383 11/12/2019 Bank Fee (341) 11/18/2019 Transfer to 4180 bank account (1,000,000) 11/21/2019 Indigo 66,648 11/22/2019 Wire to Saul Ewing - Walsh Protective Advance (56,312) 11/22/2019 Wire to Clark Hill Strasburger - Morrison Oil Protective Advance (1,435) 11/26/2019 Quarterspot 770,000 11/26/2019 Parker Simon Kokolis 1,625 11/29/2019 Money Market Income 18,870 11/29/2019 Money Market Income 134,916 11/29/2019 Money Market Income 14,867 12/2/2019 FPP Sandbox 169,167 12/2/2019 iPEL 2,600 12/2/2019 Money Market Income 8,366 12/3/2019 TQ Delta 342,022 12/6/2019 LoanHero 3,410 12/11/2019 Bank Fee (294) 12/11/2019 Wire to iPEL (300,000) 12/17/2019 Return wire from Thomson Reuters 5,151 12/17/2019 Wire to Lien Solutions (421) 12/17/2019 Wire to Opus (867) 12/17/2019 Wire to First Associates (5,000)

Ex. 1, Pg. 053



Date Description Receipts Disbursements12/17/2019 Wire to Enoch Kim (3,750) 12/17/2019 Wire to Alicia Wynne (270) 12/17/2019 Wire to Parker Simon Kokolis (2,474) 12/17/2019 Wire to MTC (60,000) 12/23/2019 Powerscourt Investments (FastPay) 3,000,000 12/27/2019 Powerscourt Investments (FastPay) (3,000,000) 12/31/2019 Indigo 12,275 12/31/2019 Parker Simon Kokolis 322 12/31/2019 Money Market Income 20,823 12/31/2019 Money Market Income 157,241 12/31/2019 Over limit activity charges (20) 12/31/2019 Money Market Income 16,425 1/2/2020 Money Market Income 1,859 1/2/2020 Goodwill transfer credit 20 1/3/2020 TQ Delta 353,422 1/8/2020 LoanHero 1,433 1/9/2020 Bill.com verify 0 1/9/2020 Bill.com verify (0) 1/10/2020 iPEL payoff (Parabellum Partners) 3,300,000 1/13/2020 Bank Fee (303) 1/16/2020 Wire to Raymond James (600,000) 1/22/2020 Transfer to 4180 bank account (1,000,000) 1/22/2020 Bill.com payment to Alicia Wynne (1,665) 1/22/2020 Bill.com payment to Parker Simon Kokolis (9,615) 1/22/2020 Bill.com payment to Vervent Inc. (2,500) 1/23/2020 Liberty (20054 PCH) 18,750 1/23/2020 Bill.com payment to Alicia Wynne (210) 1/28/2020 Nelson Wellness Center Inc (QS) 478 1/28/2020 Lien Solutions Refund 2,527 1/29/2020 Walsh 151,556

Ex. 1, Pg. 054



Date Description Receipts Disbursements1/30/2020 C. King Riches LLC (QS) 7,000 1/30/2020 Indigo 24,950 1/31/2020 Quarterspot 229,100 1/31/2020 Money Market Income 20,172 1/31/2020 Money Market Income 152,260 1/31/2020 Money Market Income 15,934 2/3/2020 TQ Delta 353,422 2/3/2020 FPP Sandbox 174,806 2/3/2020 Money Market Income 3,621 2/4/2020 County of Allegheny Refund (957 Connor Rd) 429 2/5/2020 LCUSA payoff (ACM LUSA POS I LLC) 35,000,000 2/7/2020 LoanHero 182 2/11/2020 Bank Fee (296) 2/11/2020 Walsh 1,346 2/13/2020 Bill.com payment to Alicia Wynne (360) 2/18/2020 Bill.com payment to Enoch Kim (2,000) 2/19/2020 Nelson Wellness Center Inc (QS) 156 2/26/2020 Wire to IDC DR Fund L.P. (affiliate of DLG) - FastPay participation payoff (6,384,750) 2/27/2020 Parker Simon Kokolis 875 2/27/2020 Bill.com payment to Parker Simon Kokolis (6,875) 2/28/2020 Quarterspot 142,000 2/28/2020 Indigo 20,199 2/28/2020 Money Market Income 18,220 2/28/2020 Money Market Income 136,733 2/28/2020 Money Market Income 13,597 3/2/2020 LCUSA paydown 1,103,542 3/2/2020 FPP Sandbox 338,333 3/2/2020 Money Market Income 39,413 3/3/2020 TQ Delta 330,621 3/4/2020 Bill.com payment to Alicia Wynne (870)

Ex. 1, Pg. 055



Date Description Receipts Disbursements3/4/2020 Wire to DLG (5,315,678) 3/6/2020 LoanHero 18 3/11/2020 Bank Fee (287) 3/19/2020 Transfer to 4180 bank account (500,000) 3/23/2020 Liberty (20054 PCH) 3,750 3/30/2020 Bill.com payment to Parker Simon Kokolis (3,373) 3/30/2020 Bill.com payment to Saul Ewing - Walsh Protective Advance (18,886) 3/30/2020 Bill.com payment to MTC (60,000) 3/31/2020 Parker Simon Kokolis 1,014 3/31/2020 Quarterspot 110,000 3/31/2020 Money Market Income 6,672 3/31/2020 Money Market Income 66,552 3/31/2020 Money Market Income 1,080

Total 52,735,405 (19,575,321)

Ex. 1, Pg. 056


DLI Assets, LLCCash Receipts & Disbursements Details - October 1, 2019 through March 31, 2020

Date Description Receipts Disbursements10/1/2019 First Associates 18,083 10/1/2019 Cruvoir (Cody Leeder) 271 10/1/2019 Pleasantville Cabinets 3,994 10/1/2019 Magnolia Park SKN Gasoline 750 10/1/2019 Sam Rubin 1,500 10/1/2019 Bank fees correction refund 25 10/2/2019 Cruvoir (Cody Leeder) 909 10/4/2019 Conners Flooring Solutions 750 10/4/2019 CML Recycling 385 10/4/2019 Quark Entertainment 2,585 10/4/2019 Align Chiropractic 2,500 10/4/2019 Verbatim Professional Reporters 400 10/4/2019 Reitz Way 150 10/4/2019 His and Hers Landscaping 20 10/7/2019 Cruvoir (Cody Leeder) 1,309 10/7/2019 First World Financial 6,625 10/7/2019 Piper Glen 89 10/7/2019 Kanno Enterprises 5,789 10/8/2019 First Associates 3,543 10/8/2019 Cruvoir (Cody Leeder) 1,105 10/8/2019 National Parking 2,500 10/8/2019 Magnolia Park SKN Gasoline 750 10/9/2019 Esliker - Samuels 3,657 10/10/2019 British Swim Chicago 2,000 10/11/2019 Be Graceful Bakery 375 10/11/2019 Bank Fee (138) 10/15/2019 Peter Jamieson 3,000 10/15/2019 Magnolia Park SKN Gasoline 750 10/15/2019 TNG Plumbing 650 10/16/2019 First Associates 48,251

Ex. 1, Pg. 057



Date Description Receipts Disbursements10/16/2019 Raven Concealment Systems 5,520 10/16/2019 Pier Assets (DFIII purchase) 1,170,000 10/16/2019 Pier Assets (DFIII purchase) - offset against Grace's salary 10,000 10/18/2019 TTR Manufacturing 1,500 10/18/2019 Columbus Restaurant Concepts (Richard Motzel) 400 10/18/2019 Verbatim Professional Reporters 400 10/22/2019 First Associates 12,677 10/22/2019 TL Abbott Investments 3,593 10/22/2019 Magnolia Park SKN Gasoline 750 10/22/2019 Air Rite Heating 550 10/23/2019 Intraline Corp 1,000 10/25/2019 Affinity Designs 1,696 10/29/2019 Pleasantville Cabinets 3,994 10/29/2019 Magnolia Park SKN Gasoline 750 10/29/2019 Collections belonging to third party (Pier Assets) (4,744) 10/30/2019 MC Motor 2,000 10/30/2019 Sam Rubin 1,500 10/30/2019 Be Graceful Bakery 375 10/30/2019 Collections belonging to third party (Pier Assets) (3,875) 10/30/2019 Wire to Pier Assets (915,335) 10/31/2019 TTR Manufacturing 1,500 10/31/2019 Conners Flooring Solutions 750 10/31/2019 Snatch My Waist 300 10/31/2019 Thelan 1,000 10/31/2019 Pacific Automated 3,000 10/31/2019 Collections belonging to third party (Pier Assets) (6,550) 11/5/2019 Magnolia Park SKN Gasoline 750 11/5/2019 Piper Glen Ballroom 89 11/5/2019 Reitz Way 150 11/5/2019 Collections belonging to third party (Pier Assets) (989)

Ex. 1, Pg. 058



Date Description Receipts Disbursements11/8/2019 Borden Holdings 150 11/8/2019 Collections belonging to third party (Pier Assets) (150) 10/31/2019 Money Market Income True Up (216) 10/31/2019 Wire to Barr (45) 10/31/2019 Wire to Lien Solutions (767) 10/31/2019 Wire to E Byrnes (1,176) 10/31/2019 Wire to Opus (1,000) 10/31/2019 Money Market Income 3,522 11/6/2019 Wire to First Associates (22,500) 11/22/2019 Wire to First Associates (22,500) 11/29/2019 Money Market Income 3,513 12/17/2019 Wire to Lien Solutions (226) 12/17/2019 Wire to Opus (867) 12/17/2019 Wire to E Byrnes (360) 12/17/2019 Wire to MTC (2,500) 12/17/2019 Wire to Pier Assets (3,302) 12/31/2019 Money Market Income 3,849 1/9/2020 Bill.com verify 0 1/9/2020 Bill.com verify (0) 1/31/2020 Money Market Income 3,729 2/28/2020 Money Market Income 3,372 3/30/2020 Bill.com payment to MTC (2,500) 3/31/2020 Money Market Income 1,641

Total 1,356,735 (989,741)

Ex. 1, Pg. 059


Investment Portfolio Summary (Positions as of 3/31/20)

($ in millions)

# Investment Form of Investment CollateralInitial Inv.

DateMaturity

Date

3/31/2019 Par Debt Amount

Interim Paydown Other Adjs

3/31/2020 Par Debt Amount

1 Dealstruck Funding 3, LLC

Whole Loans. 12-16 foreclosure on LLC

Small balance commercial loans and lines of credit

11/19/2014 N/A $4.9 ($2.3) ($2.6) -

2 Quarterspot Whole Loans Small balance commercial loans

8/1/2013 N/A $2.4 ($0.6) ($1.4) $0.4

3 LoanHero Whole Loans. 12-17 foreclosure on asset-based facility

Unsecured indirect consumer loans

4/30/2015 N/A $11.0 ($7.8) ($3.3) -

4 Investment D Whole Loans Small balance commercial real estate

7/31/2015 N/A $1.4 - - $1.4

5 Biz2Credit Whole Loans Merchant cash advances 3/7/2014 N/A $12.1 ($1.2) ($10.9) -

6 Investment F Corporate Term Loan N/A 8/30/2018 On demand $2.0 - - $2.0

7 Investment G Asset-Based Facility Purchase order finance 3/1/2017 1/1/2022 $8.6 - - $8.6

8 Investment H Corporate Term Loan All assets lien over entity (no pledge of stock)

2/1/2016 12/31/2021 $98.7 ($36.1) - $62.6

9 Investment I Second Lien Asset-Based Facility Unsecured indirect consumer loans

4/30/2015 1/24/2023 $85.3 - - $85.3

10 Investment J First Lien Corporate Term Loan Mineral rights for 6 oil and gas wells

6/19/2017 6/1/2019 $4.1 $0.0 $0.7 $4.9

11 Investment K Corporate Term Loan Accounts receivable, purchase orders and charge orders

4/25/2017 3/31/2018 $9.6 ($0.1) - $9.5

12 Investment L Corporate Term Loan Litigation finance 10/9/2018 10/5/2021 $27.4 - - $27.4

13 Investment M Asset-Based Facility Litigation finance 5/1/2017 5/1/2022 $62.0 ($6.5) ($57.5) $2.0

14 Investment N Asset-Based Facility Accounts receivable, purchase order finance and movie film finance

9/1/2015 3/14/2023 $69.3 - - $69.3

15 Fast Pay Partners, LLC

Second Lien Asset-Based Facility Accounts receivable (digital media)

3/16/2018 9/19/2020 $19.8 ($19.8) - -

16 Investment P Asset-Based Facility Accounts receivable (digital media)

12/7/2018 12/7/2020 $14.0 - - $14.0

17 Future Payment Portfolio LLC (Multistream Capital)

Asset-Based Facility Structured settlements 12/14/2018 11/30/2021 $2.3 ($2.3) - -

18 Investment R Asset-Based Facility 1 distressed commercial real estate property (1 parcel) and 1 note backed by a VC investment in a cloud-based billing service company

12/22/2016 12/22/2021(Maturity date

extension option of 2

years)

$25.9 ($6.2) $1.3 $21.0

19 Investment S Second Lien Asset-Based Facility Residential real estate (Fix and Flip)

7/17/2017 5/30/2021 $9.8 ($0.5) - $9.3

20 Investment T Second Lien Asset-Based Facility Residential real estate (Fix and Flip)

7/31/2015 7/31/2020 $56.3 - - $56.3

21 Origin SPE, LLC (Mepco)

Second Lien Asset-Based Facility Vehicle service contract loans

5/18/2017 5/1/2022 $59.9 ($59.9) - -

22 VoIP Guardian Partners 1, LLC

Asset-Based Facility Accounts receivable (international telecommunication)

10/1/2015 9/1/2020 $202.6 - - $202.6

Total $789.6 ($143.3) ($73.7) $576.6

Ex. 1, Pg. 061


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KATHY BAZOIAN PHELPS (155564) [email protected] DIAMOND MCCARTHY LLP 1999 Avenue of the Stars, Suite 1100 Los Angeles, California 90067-4402 Telephone: (310) 651-2997 CHRISTOPHER D. SULLIVAN (148083) [email protected] STACEY L. PRATT (124892) [email protected] DIAMOND MCCARTHY LLP 150 California Street, Suite 2200 San Francisco, CA 94111 Phone: (415) 692-5200 Counsel for Bradley D. Sharp, Permanent Receiver

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

WESTERN DIVISION – LOS ANGELES

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff, v. DIRECT LENDING INVESTMENTS LLC,

Defendant.

Case No. 2:19−cv−02188−DSF−MRW Hon. Dale S. Fischer PROOF OF SERVICE

Case 2:19-cv-02188-DSF-MRW Document 262-1 Filed 05/01/20 Page 1 of 3 Page ID #:6570

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PROOF OF SERVICE

I hereby declare under penalty of perjury pursuant to the laws of the state of

California that I am a citizen of the United States, over the age of eighteen years and

not a party to the within-entitled action. My business address is 150 California

Street, Suite 2200, San Francisco, CA 94111. On May 1, 2020, I served a copy of

the within document(s):

• FIFTH STATUS REPORT OF PERMANENT RECEIVER BRADLEY D. SHARP [January 24, 2020 through April 24, 2020] WITH EXHIBITS

X

SERVED VIA ELECTRONIC TRANSMISSION/EMAIL: On May 1, 2020, I served the following persons and/or entities at the by transmitting via electronic mail the document(s) listed above to the addresses set forth below:

Nicolas Morgan, [email protected] Matthew Dors, Esq., [email protected] Rocco Cecere, Esq., [email protected] Rupert Stanning, Esq., [email protected] Christopher D. Johnson, [email protected] Jill Zadny, [email protected] Jacob A. Johnson, Alston & Bird LLP, [email protected] Will Sugden, Alston & Bird LLP, will.sugden@alston.

X TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): On May 1, 2020, Pursuant to L.R. 5-3.2.1, the document listed above will be served by the court via NEF and hyperlink to the document which effects electronic service on counsel who are registered with the CM/ECF system.

I am readily familiar with the firm's practice of collection and processing

correspondence for mailing. Under that practice it would be deposited with the U.S.

Postal Service on that same day with postage thereon fully prepaid in the ordinary

course of business. I am aware that on motion of the party served, service is


mailto:[email protected]

mailto:will.sugden@alston

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presumed invalid if postal cancellation date or postage meter date is more than one

day after date of deposit for mailing in affidavit.

I declare under penalty of perjury under the laws of the state of California that

the above is true and correct. Executed on May 1, 2020, at Concord, California.

/s/ Erika R. Shannon Erika R. Shannon
