~~0001782524Majesco 22022-12-31~~0001782524msdlf:InvestmentOwnedAtFairValueMembermsdlf:InvestmentTypeConcentrationRiskMembermsdlf:DebtSecuritiesSecondLienMember2024-01-012024-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, ~~2023~~2024

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 814-01332

Morgan Stanley Direct Lending Fund

(Exact name of registrant as specified in its charter)


Delaware						84-2009506
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1585 Broadway						10036
New York, NY						(Zip Code)
(Address of principal executive offices)

1 (212) 761-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

~~None~~Common Stock, $0.001 par value per share

~~None~~MSDL

~~None~~The New York Stock Exchange

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

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

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


Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x	Smaller reporting company	¨

Emerging growth company	x

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

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

As of May ~~10, 2023, there was no established public market for the registrant’s common stock.~~

~~As of May 10, 2023,~~9, 2024, the Registrant had ~~71,464,634~~89,407,008 shares of common stock, $0.001 par value, outstanding.

MORGAN STANLEY DIRECT LENDING FUND

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2024

TABLE OF CONTENTS


Part I. Financial Information
Item 1.	~~Consolidated~~Conso lidated Financial Statements (unaudited)	3
	Consolidated Statements of Assets and Liabilities	3
	~~Report of Independent Registered Public Accounting Firm~~	3
	Consolidated Statements of ~~Assets and Liabilities~~Operations ~~as of March 31, 2023 (unaudited) and December 31, 2022~~	4
	~~Consolidated Statements of Operations~~ ~~for the three months ended March 31, 2023 and March 31, 2022 (unaudited)~~	5
	Consolidated Statements of Changes in Net Assets~~for the three months ended March 31, 2023 and March 31, 2022 (unaudited)~~	5
	Consolidated Statements of Cash Flows	6
	Consolidated ~~Statements~~Schedule s of ~~Cash Flows for the~~ Investments~~three months ended March 31, 2023 and March 31, 2022 (unaudited)~~	7
	~~Consolidated Schedule of Investments~~ ~~as of March 31, 2023 (unaudited) and December 31, 2022~~	8
	Notes to the Consolidated Financial Statements ~~(unaudited)~~	4651
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6469
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7377
Item 4.	Controls and Procedures	7478
Part II. Other Information
Item 1.	Legal Proceedings	7579
Item 1A.	Risk Factors	7579
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7579
Item 3.	Defaults Upon Senior Securities	7579
Item 4.	Mine Safety Disclosures	7579
Item 5.	Other Information	7579
Item 6.	Exhibits	7679

SIGNATURES

~~SIGNATURES~~

~~Table of Contents~~

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~To the stockholders and the Board of Directors of~~ Morgan Stanley Direct Lending Fund

~~Results of Review of Interim Financial Information~~

We have reviewed the accompanying consolidated statement of assets and liabilities of Morgan Stanley Direct Lending Fund and subsidiaries (the “Company”), including the consolidated schedule of investments as of March 31, 2023, and the related consolidated statements of operations, changes in net assets and cash flows for the three-month period ended March 31, 2023 and 2022, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities of the Company including the consolidated schedule of investments as of December 31, 2022, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our report dated March 9, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statements ~~of assets and liabilities as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated statements of assets and liabilities from which it has been derived.~~

~~Basis for Review Results~~

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

~~/s/ Deloitte & Touche LLP~~

~~New York, NY~~

~~May 10, 2023~~

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share amounts)

As of
March 31, 2023 December 31, 2022
(Unaudited) (Audited)
Assets
Non-controlled/non-affiliated investments, at fair value (amortized cost of $2,992,717 and $2,939,646 at March 31, 2023 and December 31, 2022, respectively) $ 2,926,097 $ 2,873,588
Cash 99,606 81,215
Deferred financing costs 10,864 7,624
Interest and dividend receivable from non-controlled/non-affiliated investments 22,524 20,911
Subscription receivable — 2,556
Receivable for investments sold/repaid 91 188
Prepaid expenses and other assets 488 40
Total assets 3,059,670 2,986,122
Liabilities
Debt (net of unamortized debt issuance costs of $7,324 and $7,899 at March 31, 2023 and December 31, 2022, respectively) 1,584,108 1,523,475
Payable to affiliates (Note 3) 1,392 2,086
Dividends payable 35,682 33,058
Management fees payable 1,826 1,783
Income based incentive fees payable 9,381 8,118
Interest payable 9,300 17,019
Accrued expenses and other liabilities 3,385 3,278
Total liabilities 1,645,074 1,588,817
Commitments and Contingencies (Note 7)
Net Assets
Common stock, par value $0.001 (100,000,000 shares authorized and 70,981,913 and 70,536,678 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively) 71 71
Paid-in capital in excess of par value 1,460,904 1,452,013
Net distributable earnings (accumulated losses) (46,379) (54,779)
Total net assets $ 1,414,596 $ 1,397,305
Total liabilities and net assets $ 3,059,670 $ 2,986,122
Net asset value per share $ 19.93 $ 19.81


	As of
	March 31, 2024		December 31, 2023
	(Unaudited)		(Audited)
Assets
Non-controlled/non-affiliated investments, at fair value (amortized cost of $3,323,767 and $3,226,776)	$	3,293,205	$	3,193,561
Cash	64,762		69,705
Deferred financing costs	13,391		14,317

Interest and dividend receivable from non-controlled/non-affiliated investments	29,341		28,884
Subscription receivable	—		41
Receivable for investments sold/repaid	348		173
Prepaid expenses and other assets	300		53
Total assets	3,401,347		3,306,734

Liabilities
Debt (net of unamortized debt issuance costs of $4,982 and $5,564)	1,486,661		1,496,032
Payable for investment purchased	2,972		8
Payable to affiliates (Note 3)	2,511		2,870
Dividends payable	44,447		49,968
Management fees payable	5,132		2,012
Income based incentive fees payable	10,126		11,766

Interest payable	8,963		18,823
Accrued expenses and other liabilities	3,508		4,104
Total liabilities	1,564,320		1,585,583

Commitments and Contingencies (Note 7)

Net assets
Preferred stock, $0.001 par value (1,000,000 shares authorized; no shares issued and outstanding)	—		—
Common stock, par value $0.001 (100,000,000 shares authorized; 88,894,490 and 83,278,831 shares issued and outstanding)	89		83
Paid-in capital in excess of par value	1,821,242		1,712,609


Total distributable earnings (loss)	15,696		8,459
Total net assets	$	1,837,027	$	1,721,151
Total liabilities and net assets	$	3,401,347	$	3,306,734
Net asset value per share	$	20.67	$	20.67

The accompanying notes are an integral part of these unaudited consolidated financial statements

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share amounts)


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	94,631	$	81,717
Payment-in-kind	2,644		441
Dividend income	565		496
Other income	1,261		985
Total investment income	99,101		83,639

Expenses:
Interest and other financing expenses	27,260		26,667
Management fees	8,230		7,304
Income based incentive fees	11,336		9,381
Professional fees	1,217		1,241
Directors’ fees	146		80
Administrative service fees	25		54
General and other expenses	108		168
Total expenses	48,322		44,895
Management fees waiver (Note 3)	(3,098)		(5,478)
Incentive fees waiver (Note 3)	(1,210)		—
Net expenses	44,014		39,417
Net investment income (loss) before taxes	55,087		44,222
Excise tax expense	436		—
Net investment income (loss) after taxes	54,651		44,222

Net realized and unrealized gain (loss):

Net realized gain (loss) on non-controlled/non-affiliated investments	(5,625)		122



Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated investments	2,658		(567)


Net realized and unrealized gain (loss)	(2,967)		(445)
Net increase (decrease) in net assets resulting from operations	$	51,684	$	43,777

Net investment income (loss) per share (basic and diluted)	$	0.63	$	0.62
Earnings per share (basic and diluted)	$	0.59	$	0.62
Weighted average shares outstanding:	87,358,527		70,863,184

The accompanying notes are an integral part of these unaudited consolidated financial statements

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Statements of ~~Operations~~Changes in Net Assets (Unaudited)

(In thousands, except share and per share ~~amounts)~~amount)

For the Three Months Ended
March 31, 2023 March 31, 2022
Investment Income:
From non-controlled/non-affiliated investments:
Interest income $ 81,717 $ 42,715
Payment-in-kind interest income 441 272
Dividend income 496 309
Other income 985 1,008
Total investment income 83,639 44,304
Expenses:
Interest expense and other financing expenses 26,667 10,349
Management fees 7,304 6,183
Income based incentive fees 9,381 5,466
Capital gains incentive fees — (747)
Professional fees 1,241 624
Directors’ fees 80 87
Administrative service fees 54 16
General and other expenses 168 410
Total expenses 44,895 22,388
Expense support (Note 3) — 39
Management fees waiver (Note 3) (5,478) (4,637)
Net expenses 39,417 17,790
Net investment income (loss) 44,222 26,514
Net realized and unrealized gain (loss) on investment transactions:
Net realized gain (loss) on non-controlled/non-affiliated investments 122 74
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated investments (567) (4,342)
Net realized and unrealized gain (loss) (445) (4,268)
Net increase (decrease) in net assets resulting from operations $ 43,777 $ 22,246
Per share information—basic and diluted
Net investment income (loss) per share $ 0.62 $ 0.46
Earnings (loss) per share $ 0.62 $ 0.39
Weighted average shares outstanding (Note 9) 70,863,184 57,101,214


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Net assets at the beginning of period	$	1,721,151	$	1,397,305
Increase (decrease) in net assets resulting from operations:
Net investment income (loss)	54,651		44,222
Net realized gain (loss)	(5,625)		122
Net change in unrealized appreciation (depreciation)	2,658		(567)
Net increase in net assets resulting from operations	51,684		43,777

Distributions to stockholders from:
Distributable earnings	(44,447)		(35,377)
Total distributions to stockholders	(44,447)		(35,377)

Capital transactions:
Issuance of common stock, net of underwriting and offering costs	95,847		—
Reinvestment of dividends	12,792		8,891
Net increase (decrease) in net assets resulting from capital transactions	108,639		8,891
Total increase (decrease) in net assets	115,876		17,291
Net assets at end of period	$	1,837,027	$	1,414,596
Dividends per share	$	0.50	$	0.50

The accompanying notes are an integral part of these unaudited consolidated financial statements

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Statements of ~~Changes in Net Assets~~Cash Flows (Unaudited)

(In thousands)

For the Three Months Ended
March 31, 2023 March 31, 2022
Net assets at beginning of period $ 1,397,305 $ 1,188,587
Increase (decrease) in net assets resulting from operations:
Net investment income (loss) 44,222 26,514
Net realized gain (loss) 122 74
Net change in unrealized appreciation (depreciation) (567) (4,342)
Net increase (decrease) in net assets resulting from operations 43,777 22,246
Capital transactions:
Reinvestment of dividends 8,891 7,540
Dividends declared (35,377) (27,455)
Net increase (decrease) in net assets resulting from capital transactions (26,486) (19,915)
Total increase (decrease) in net assets 17,291 2,331
Net assets at end of period $ 1,414,596 $ 1,190,918


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	51,684	$	43,777
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation on investments	(2,658)		567

Net realized (gain) loss on investments	5,625		(122)

Net accretion of discount and amortization of premium on investments	(2,714)		(2,530)
Payment-in-kind interest and dividend capitalized	(3,226)		(1,003)
Amortization of deferred financing costs	926		699
Amortization of debt issuance costs and original issuance discount on Unsecured Notes	635		628

Purchases of investments and change in payable for investments purchased	(165,393)		(139,566)
Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid	71,505		90,247
Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments	(457)		(1,613)

(Increase) decrease in prepaid expenses and other assets	(247)		(448)
(Decrease) increase in payable to affiliates	(359)		(694)
(Decrease) increase in management fees payable	3,120		43
(Decrease) increase in incentive fees payable	(1,640)		1,263
(Decrease) increase in interest payable	(9,860)		(7,719)
(Decrease) increase in accrued expenses and other liabilities	(596)		107
Net cash provided by (used in) operating activities	(53,655)		(16,364)
Cash flows from financing activities:
Borrowings on debt	102,000		60,000
Repayments on debt	(112,000)		—
Deferred financing costs paid	—		(3,939)

Dividends paid in cash	(37,176)		(23,862)
Proceeds from issuance of common stock, net of underwriting & offering costs	95,888		2,556
Net cash provided by (used in) financing activities	48,712		34,755
Net increase (decrease) in cash	(4,943)		18,391

Cash, beginning of period	69,705		81,215
Cash, end of period	$	64,762	$	99,606


Supplemental information and non-cash activities:
Excise tax paid	$	1,457	$	361
Interest expense paid	$	35,558	$	33,059
Reinvestment of dividends	$	12,792	$	8,891

Dividends payable	$	44,447	$	35,682
Non-cash purchases of investments	$	(24,636)	$	—
Non-cash sales of investments	$	24,636	$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
First Lien Debt
Aerospace & Defense
Jonathan Acquisition Company	(5) (7)	S +	5.00%	10.40%	12/22/2026	2,677	$	2,638	$	2,657	0.14	%
Mantech International CP	(5) (8)	S +	5.75%	11.06%	9/14/2029	3,877	3,873		3,877		0.21
Mantech International CP	(5) (8) (13)	S +	5.75%	11.06%	9/14/2029	349	348		349		0.02
Mantech International CP	(5) (8) (13)	S +	5.75%	11.06%	9/14/2028	—	(1)		—		—
PCX Holding Corp.	(5) (6) (7)	S +	6.25%	11.71%	4/22/2027	18,001	17,897		17,950		0.98
PCX Holding Corp.	(5) (7)	S +	6.25%	11.71%	4/22/2027	18,125	17,906		18,074		0.98
PCX Holding Corp.	(5) (7) (13)	S +	6.25%	11.71%	4/22/2027	1,234	1,224		1,229		0.07
Two Six Labs, LLC	(5) (6) (8)	S +	5.50%	10.81%	8/20/2027	25,829	25,425		25,343		1.38
Two Six Labs, LLC	(5) (8)	S +	5.50%	10.81%	8/20/2027	4,226	4,167		4,112		0.22
Two Six Labs, LLC	(5) (8) (13)	S +	5.50%	10.81%	8/20/2027	—	(24)		(58)		—
							73,453		73,533		4.00
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(5) (8)	S +	5.75%	11.06%	6/11/2027	14,227	14,025		14,168		0.77
RoadOne IntermodaLogistics	(5) (7)	S +	6.25%	11.56%	12/29/2028	1,651	1,610		1,625		0.09
RoadOne IntermodaLogistics	(5) (7) (13)	S +	6.25%	11.56%	12/29/2028	151	144		144		0.01
RoadOne IntermodaLogistics	(5) (7) (13)	S +	6.25%	11.56%	12/29/2028	20	12		15		—
							15,791		15,952		0.87
Automobile Components
Continental Battery Company	(5) (7)	S +	7.00% (incl. 4.08% PIK)	12.46%	1/20/2027	6,251	6,175		5,113		0.28
Randy's Holdings, Inc.	(5) (7)	S +	6.50%	11.81%	11/1/2028	6,659	6,495		6,659		0.36
Randy's Holdings, Inc.	(5) (7) (13)	S +	6.50%	11.81%	11/1/2028	270	240		270		0.01
Randy's Holdings, Inc.	(5) (7) (13)	S +	6.50%	11.81%	11/1/2028	237	217		237		0.01
Sonny's Enterprises, LLC	(5) (6) (7)	S +	6.75%	12.22%	8/5/2028	45,901	45,372		45,901		2.50
Spectrum Automotive Holdings Corp.	(5) (6) (8)	S +	5.75%	11.19%	6/29/2028	23,350	23,113		22,932		1.25
Spectrum Automotive Holdings Corp.	(5) (8) (13)	S +	5.75%	11.19%	6/29/2028	5,352	5,290		5,235		0.28
Spectrum Automotive Holdings Corp.	(5) (8) (13)	S +	5.75%	11.19%	6/29/2027	—	(7)		(16)		—
							86,895		86,331		4.70
Automobiles
ARI Network Services, Inc.	(5) (6) (8)	S +	5.25%	10.68%	2/28/2025	20,459	20,347		20,187		1.10
ARI Network Services, Inc.	(5) (6) (8)	S +	5.25%	10.68%	2/28/2025	3,584	3,565		3,536		0.19
ARI Network Services, Inc.	(5) (8) (13)	S +	5.25%	10.68%	2/28/2025	606	591		566		0.03
COP Collisionright Parent, LLC	(5) (6) (7)	S +	5.50%	10.82%	1/29/2030	6,396	6,271		6,271		0.34
COP Collisionright Parent, LLC	(5) (7) (13)	S +	5.50%	10.82%	1/29/2030	175	137		137		0.01
COP Collisionright Parent, LLC	(5) (7) (13)	S +	5.50%	10.82%	1/29/2030	154	134		134		0.01

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
ARI Network Services, Inc.	(5) (8)	S +	5.25%	10.68%	2/28/2026	315	$	309	$	309	0.02	%
Summit Buyer, LLC	(5) (7)	S +	5.75%	11.00%	1/14/2027	21,840	21,586		20,960		1.14
Summit Buyer, LLC	(5) (7) (13)	S +	5.75%	11.00%	1/14/2027	31,982	31,617		30,687		1.67
Summit Buyer, LLC	(5) (13)	P +	4.25%	12.75%	1/14/2027	452	427		354		0.02
Turbo Buyer, Inc.	(5) (7)	S +	6.00%	11.46%	12/2/2025	37,459	37,144		36,919		2.01
Turbo Buyer, Inc.	(5) (7)	S +	6.00%	11.46%	12/2/2025	37,642	37,262		37,100		2.02
							159,390		157,160		8.56
Biotechnology
GraphPad Software, LLC	(5) (6) (7)	S +	5.50%	11.15%	4/27/2027	14,768	14,682		14,752		0.80
GraphPad Software, LLC	(5) (7)	S +	6.00%	11.46%	4/27/2027	1,750	1,741		1,748		0.10
							16,423		16,500		0.90
Chemicals
Tank Holding Corp.	(8)	S +	5.75%	11.20%	3/31/2028	15,674	15,426		15,428		0.84
Tank Holding Corp.	(8) (13)	S +	5.75%	11.20%	3/31/2028	334	320		322		0.02
Tank Holding Corp.	(8) (13)	S +	5.75%	11.20%	3/31/2028	200	189		187		0.01
V Global Holdings, LLC	(5) (6) (8)	S +	5.75%	11.22%	12/22/2027	4,842	4,772		4,546		0.25
V Global Holdings, LLC	(5) (8) (13)	S +	5.75%	11.22%	12/22/2025	414	407		373		0.02
							21,114		20,856		1.14
Commercial Services & Supplies
365 Retail Markets, LLC	(5) (7)	S +	4.75%	10.23%	12/23/2026	17,061	16,892		17,061		0.93
365 Retail Markets, LLC	(5) (7)	S +	4.75%	10.23%	12/23/2026	5,474	5,431		5,474		0.30
365 Retail Markets, LLC	(5) (7) (13)	S +	4.75%	10.23%	12/23/2026	—	(25)		—		—
Atlas Us Finco, Inc.	(5) (10)	S +	7.25%	12.55%	12/9/2029	6,984	6,849		6,899		0.38
Atlas Us Finco, Inc.	(5) (7) (10)	S +	7.25%	12.55%	12/9/2029	2,009	1,956		2,009		0.11
Atlas Us Finco, Inc.	(5) (7) (10) (13)	S +	7.25%	12.55%	12/9/2028	—	(4)		—		—
BPG Holdings IV Corp.	(5) (8)	S +	6.00%	11.31%	7/29/2029	11,618	10,966		11,404		0.62
Encore Holdings, LLC	(5) (8)	S +	5.25%	10.65%	11/23/2028	1,826	1,803		1,826		0.10
Encore Holdings, LLC	(5) (8) (13)	S +	5.25%	10.65%	11/23/2028	3,552	3,427		3,475		0.19
Encore Holdings, LLC	(5) (8) (13)	S +	5.25%	10.65%	11/23/2027	—	(6)		—		—
Energy Labs Holdings Corp.	(5) (7)	S +	5.25%	10.68%	4/7/2028	383	379		379		0.02
Energy Labs Holdings Corp.	(5) (7)	S +	5.25%	10.68%	4/7/2028	36	36		36		—
Energy Labs Holdings Corp.	(5) (7) (13)	S +	5.25%	10.68%	4/7/2028	17	17		17		—
FLS Holding, Inc.	(5) (7) (10)	S +	5.25%	10.73%	12/15/2028	18,977	18,697		18,871		1.03
FLS Holding, Inc.	(5) (7) (10)	S +	5.25%	10.73%	12/15/2028	4,449	4,381		4,425		0.24
FLS Holding, Inc.	(5) (7) (10) (13)	S +	5.25%	10.73%	12/17/2027	—	(22)		(10)		—
Helios Service Partners, LLC	(5) (7)	S +	6.25%	11.81%	3/19/2027	6,841	6,696		6,778		0.37
Helios Service Partners, LLC	(5) (7) (13)	S +	6.25%	11.81%	3/19/2027	9,846	9,599		9,727		0.53

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Helios Service Partners, LLC	(5) (7) (13)	S +	6.00%	11.56%	3/19/2027	748	$	722	$	736	0.04	%
Iris Buyer, LLC	(5) (7)	S +	6.25%	11.56%	10/2/2030	6,990	6,807		6,841		0.37
Iris Buyer, LLC	(5) (7) (13)	S +	6.25%	11.56%	10/2/2030	659	637		638		0.03
Iris Buyer, LLC	(5) (7) (13)	S +	6.25%	11.56%	10/2/2029	—	(25)		(21)		—
Helios Service Partners, LLC	(5) (7) (13)	S +	6.25%	11.84%	3/19/2027	—	(41)		(41)		—
PDFTron Systems, Inc.	(5) (6) (7) (10)	S +	5.50%	10.81%	7/15/2027	29,953	29,638		29,824		1.62
PDFTron Systems, Inc.	(5) (7) (10)	S +	5.50%	10.81%	7/15/2027	9,702	9,579		9,660		0.53
PDFTron Systems, Inc.	(5) (7) (10) (13)	S +	5.50%	10.81%	7/15/2026	1,283	1,213		1,250		0.07
Procure Acquireco, Inc. (Procure Analytics)	(5) (8)	S +	5.00%	10.49%	12/20/2028	3,879	3,822		3,856		0.21
Procure Acquireco, Inc. (Procure Analytics)	(5) (8)	S +	5.00%	10.49%	12/20/2028	192	189		191		0.01
Procure Acquireco, Inc. (Procure Analytics)	(5) (8) (13)	S +	5.00%	10.49%	12/20/2028	—	(3)		(1)		—
Sherlock Buyer Corp.	(5) (7)	S +	5.75%	11.16%	12/8/2028	10,922	10,761		10,922		0.59
Sherlock Buyer Corp.	(5) (7) (13)	S +	5.75%	11.16%	12/8/2027	—	(16)		—		—
Surewerx Purchaser III, Inc.	(5) (8) (10)	S +	6.75%	12.05%	12/28/2029	5,433	5,291		5,433		0.30
Surewerx Purchaser III, Inc.	(5) (8) (10) (13)	S +	6.75%	12.05%	12/28/2029	—	(19)		—		—
Surewerx Purchaser III, Inc.	(5) (8) (10) (13)	S +	6.75%	12.05%	12/28/2028	453	428		453		0.02
Sweep Purchaser, LLC	(5) (7)	S +	5.75% PIK	11.07%	6/30/2027	5,689	5,689		5,689		0.31
Sweep Purchaser, LLC	(5) (7)	S +	5.75%	11.07%	6/30/2027	3,187	3,187		3,187		0.17
Tamarack Intermediate, LLC	(5) (8)	S +	5.50%	10.97%	3/13/2028	5,534	5,453		5,432		0.30
Tamarack Intermediate, LLC	(5) (8) (13)	S +	5.50%	10.97%	3/13/2028	202	192		191		0.01
Tamarack Intermediate, LLC	(5) (8) (13)	S +	5.50%	10.97%	3/13/2028	—	(12)		(16)		—
United Flow Technologies Intermediate Holdco II, LLC	(5) (7)	S +	5.75%	11.21%	10/29/2027	16,758	16,536		16,577		0.90
United Flow Technologies Intermediate Holdco II, LLC	(5) (7) (13)	S +	5.75%	11.21%	10/29/2027	19,603	19,317		19,390		1.06
United Flow Technologies Intermediate Holdco II, LLC	(5) (7) (13)	S +	5.75%	11.18%	10/29/2026	1,275	1,244		1,243		0.07
US Infra Svcs Buyer, LLC	(5) (6) (7)	S +	7.00% (incl. 0.50% PIK)	12.68%	4/13/2026	15,006	14,887		14,106		0.77
US Infra Svcs Buyer, LLC	(5) (6) (7)	S +	7.00% (incl. 0.50% PIK)	12.68%	4/13/2026	2,118	2,101		1,990		0.11
US Infra Svcs Buyer, LLC	(5) (7)	S +	7.00% (incl. 0.50% PIK)	12.68%	4/13/2026	2,250	2,235		2,115		0.12
Vensure Employer Services, Inc.	(5) (8) (13)	S +	5.25%	10.57%	4/1/2027	774	750		744		0.04
VRC Companies, LLC	(5) (6) (7)	S +	5.75%	11.07%	6/29/2027	72,816	72,136		72,816		3.96
VRC Companies, LLC	(5) (7) (13)	S +	5.75%	11.07%	6/29/2027	55	48		48		—
VRC Companies, LLC	(5) (7) (13)	S +	5.75%	11.07%	6/29/2027	—	(14)		—		—
							299,804		301,624		16.42
Construction & Engineering
Arcoro Holdings Corp.	(5) (7)	S +	5.50%	10.82%	3/28/2030	13,043	12,783		12,783		0.70
Arcoro Holdings Corp.	(5) (7) (13)	S +	5.50%	10.82%	3/28/2030	—	(39)		(39)		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
KPSKY Acquisition, Inc.	(5) (8)	S +	5.25%	10.66%	10/19/2028	33,778	$	33,294	$	33,156	1.80	%
KPSKY Acquisition, Inc.	(5) (8)	S +	5.25%	10.66%	10/19/2028	7,734	7,615		7,592		0.41
LJ Avalon Holdings, LLC	(5) (7)	S +	6.25%	11.67%	2/1/2030	4,121	4,012		4,077		0.22
LJ Avalon Holdings, LLC	(5) (7) (13)	S +	6.25%	11.67%	2/1/2030	656	625		638		0.03
LJ Avalon Holdings, LLC	(5) (7) (13)	S +	6.25%	11.67%	2/1/2029	—	(16)		(7)		—
Superman Holdings, LLC	(5) (7)	S +	6.13%	11.43%	8/31/2027	1,597	1,564		1,582		0.09
Superman Holdings, LLC	(5) (7) (13)	S +	6.13%	11.43%	8/31/2027	—	(4)		(4)		—
							59,834		59,778		3.25
Consumer Staples Distribution & Retail
PDI TA Holdings, Inc.	(5) (8)	S +	5.50%	10.83%	2/3/2031	20,100	19,902		19,902		1.08
PDI TA Holdings, Inc.	(5) (8) (13)	S +	5.50%	10.83%	2/3/2031	—	(37)		(37)		—
PDI TA Holdings, Inc.	(5) (8) (13)	S +	5.50%	10.83%	2/3/2031	—	(22)		(22)		—
							19,843		19,843		1.08
Containers & Packaging
BP Purchaser, LLC	(5) (8)	S +	5.50%	11.08%	12/11/2028	17,117	16,865		16,304		0.89
FORTIS Solutions Group, LLC	(5) (8)	S +	5.50%	10.90%	10/13/2028	26,704	26,320		26,704		1.45
FORTIS Solutions Group, LLC	(5) (8) (13)	S +	5.50%	10.90%	10/13/2028	227	220		227		0.01
FORTIS Solutions Group, LLC	(5) (8) (13)	S +	5.50%	10.90%	10/15/2027	135	103		135		0.01
							43,508		43,370		2.36
Distributors
48Forty Solutions, LLC	(5) (6) (7)	S +	6.00%	11.43%	11/30/2026	17,677	17,430		15,423		0.84
48Forty Solutions, LLC	(5) (7) (13)	S +	6.00%	11.43%	11/30/2026	1,900	1,869		1,554		0.08
ABB Concise Optical Group, LLC	(5) (8)	S +	7.50%	12.96%	2/23/2028	17,008	16,701		14,805		0.81
Avalara, Inc.	(5) (8)	S +	7.25%	12.56%	10/19/2028	10,402	10,197		10,402		0.57
Avalara, Inc.	(5) (8) (13)	S +	7.25%	12.56%	10/19/2028	—	(19)		—		—
Bradyifs Holdings, LLC	(5) (6) (7)	S +	6.00%	11.31%	10/31/2029	7,425	7,284		7,327		0.40
Bradyifs Holdings, LLC	(5) (7) (13)	S +	6.00%	11.31%	10/31/2029	200	191		190		0.01
Bradyifs Holdings, LLC	(5) (7) (13)	S +	6.00%	11.31%	10/31/2029	—	(12)		(8)		—
PT Intermediate Holdings III, LLC	(5) (8)	S +	5.98%	11.43%	11/1/2028	28,270	28,065		27,334		1.49
PT Intermediate Holdings III, LLC	(5) (8)	S +	5.98%	11.43%	11/1/2028	15,728	15,611		15,207		0.83
							97,317		92,234		5.02
Diversified Consumer Services
Apex Service Partners, LLC	(5) (6) (7)	S +	7.00% (incl. 2.00% PIK)	12.32%	10/24/2030	32,050	31,467		31,473		1.71
Apex Service Partners, LLC	(5) (7) (13)	S +	7.00% (incl. 2.00% PIK)	12.32%	10/24/2030	4,181	4,060		4,044		0.22
Apex Service Partners, LLC	(5) (7) (13)	S +	7.00% (incl. 2.00% PIK)	12.32%	10/24/2029	964	920		919		0.05

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Assembly Intermediate, LLC	(5) (7)	S +	6.00%	11.41%	10/19/2027	20,741	$	20,467	$	20,042	1.09	%
Assembly Intermediate, LLC	(5) (7) (13)	S +	6.00%	11.41%	10/19/2027	3,630	3,571		3,455		0.19
Assembly Intermediate, LLC	(5) (7) (13)	S +	6.00%	11.41%	10/19/2027	—	(25)		(70)		—
EVDR Purchaser, Inc.	(5) (8)	S +	5.50%	10.83%	2/14/2031	20,583	20,176		20,176		1.10
EVDR Purchaser, Inc.	(5) (8) (13)	S +	5.50%	10.83%	2/14/2031	—	(58)		(58)		—
EVDR Purchaser, Inc.	(5) (8) (13)	S +	5.50%	10.83%	2/14/2031	1,411	1,342		1,342		0.07
FPG Intermediate Holdco, LLC	(5) (7) (15)	S +	6.50%	12.18%	3/5/2027	418	412		379		0.02
Heartland Home Services, Inc.	(5) (8)	S +	5.75%	11.08%	12/15/2026	1,941	1,932		1,925		0.10
Lightspeed Solution, LLC	(5) (8)	S +	6.50% (incl. 2.17% PIK)	11.84%	3/1/2028	7,959	7,851		7,942		0.43
Lightspeed Solution, LLC	(5) (8)	S +	6.50% (incl. 2.17% PIK)	11.84%	3/1/2028	525	517		524		0.03
LUV Car Wash Group, LLC	(5) (7) (13)	S +	7.00%	12.32%	12/9/2026	893	887		892		0.05
Magnolia Wash Holdings	(5) (7)	S +	6.50%	12.09%	7/14/2028	3,263	3,212		2,901		0.16
Magnolia Wash Holdings	(5) (7)	S +	6.50%	12.09%	7/14/2028	697	686		620		0.03
Magnolia Wash Holdings	(5) (7) (13)	S +	6.50%	12.09%	7/14/2028	87	85		70		—
Project Accelerate Parent, LLC	(5) (8)	S +	5.25%	10.58%	2/24/2031	8,750	8,663		8,663		0.47
Project Accelerate Parent, LLC	(5) (8) (13)	S +	5.25%	10.58%	2/24/2031	—	(12)		(12)		—
Spotless Brands, LLC	(5) (7)	S +	6.50%	11.98%	7/25/2028	4,492	4,421		4,468		0.24
Spotless Brands, LLC	(5) (7)	S +	6.50%	11.98%	7/25/2028	850	838		846		0.05
Spotless Brands, LLC	(5) (7) (13)	S +	6.50%	11.98%	7/25/2028	—	(2)		(1)		—
Vertex Service Partners, LLC	(5) (6) (8)	S +	5.50%	10.90%	11/8/2030	1,774	1,731		1,736		0.09
Vertex Service Partners, LLC	(5) (8) (13)	S +	5.50%	10.90%	11/8/2030	1,550	1,491		1,478		0.08
Vertex Service Partners, LLC	(5) (8) (13)	S +	5.50%	10.90%	11/8/2030	—	(11)		(10)		—
							114,621		113,744		6.19
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC	(5) (8)	S +	6.00%	11.46%	7/6/2028	6,021	5,932		4,477		0.24
Abracon Group Holdings, LLC	(5) (8) (13)	S +	6.00%	11.46%	7/6/2028	—	(7)		(113)		(0.01)
Abracon Group Holdings, LLC	(5) (8)	S +	6.00%	11.46%	7/6/2028	401	395		298		0.02
Dwyer Instruments, Inc.	(5) (8)	S +	5.75%	11.15%	7/21/2027	10,492	10,332		10,371		0.56
Dwyer Instruments, Inc.	(5) (8) (13)	S +	5.75%	11.15%	7/21/2027	2,018	1,959		1,956		0.11
Dwyer Instruments, Inc.	(5) (8) (13)	S +	5.75%	11.15%	7/21/2027	—	(13)		(11)		—
Infinite Bidco, LLC	(5) (9)	S +	6.25%	11.83%	3/2/2028	12,329	12,027		12,296		0.67
Magneto Components Buyco, LLC	(5) (6) (8)	S +	6.00%	11.33%	12/5/2030	15,302	15,031		15,002		0.82
Magneto Components Buyco, LLC	(5) (8) (13)	S +	6.00%	11.33%	12/5/2030	—	(27)		(60)		—
Magneto Components Buyco, LLC	(5) (8) (13)	S +	6.00%	11.33%	12/5/2029	—	(44)		(50)		—
							45,585		44,166		2.40

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Financial Services
Applitools, Inc.	(5) (8) (10)	S +	6.25% PIK	11.58%	5/25/2029	3,690	$	3,648	$	3,613	0.20	%
Applitools, Inc.	(5) (8) (10) (13)	S +	6.25%	11.58%	5/25/2028	—	(6)		(9)		—
Cerity Partners, LLC	(5) (8)	S +	6.75%	12.09%	7/30/2029	4,743	4,620		4,743		0.26
Cerity Partners, LLC	(5) (8)	S +	6.75%	12.09%	7/30/2029	6,697	6,535		6,697		0.36
GC Waves Holdings, Inc.	(5) (8)	S +	6.00%	10.68%	8/10/2029	2,296	2,254		2,263		0.12
GC Waves Holdings, Inc.	(5) (8) (13)	S +	6.00%	10.68%	8/10/2029	1,037	889		941		0.05
GC Waves Holdings, Inc.	(5) (8) (13)	S +	6.00%	10.68%	8/10/2029	—	(6)		(5)		—
SitusAMC Holdings Corp.	(5) (8)	S +	5.50%	10.90%	12/22/2027	3,346	3,322		3,346		0.18
Smarsh, Inc.	(5) (8)	S +	5.75%	11.06%	2/16/2029	4,286	4,220		4,226		0.23
Smarsh, Inc.	(5) (8) (13)	S +	5.75%	11.06%	2/16/2029	536	524		521		0.03
Smarsh, Inc.	(5) (8) (13)	S +	5.75%	11.06%	2/16/2029	107	103		104		0.01
Trintech, Inc.	(5) (6) (7)	S +	6.50%	11.83%	7/25/2029	34,001	33,377		33,521		1.82
Trintech, Inc.	(5) (7) (13)	S +	6.50%	11.83%	7/25/2029	837	785		796		0.04
							60,265		60,757		3.31
Food Products
AMCP Pet Holdings, Inc. (Brightpet)	(5) (6) (7)	S +	7.00% (incl. 0.75% PIK)	12.31%	10/5/2026	41,734	41,043		40,955		2.23
AMCP Pet Holdings, Inc. (Brightpet)	(5) (7) (13)	S +	7.00% (incl. 0.75% PIK)	12.31%	10/5/2026	4,242	4,167		4,133		0.22
Nellson Nutraceutical, Inc.	(5) (6) (7)	S +	5.75%	11.23%	12/23/2025	18,386	18,251		18,334		1.00
Teasdale Foods, Inc. (Teasdale Latin Foods)	(5) (7)	S +	7.25% (incl. 1.00% PIK)	12.68%	12/18/2025	10,836	10,752		10,005		0.54
							74,213		73,427		4.00
Health Care Equipment & Supplies
Performance Health Holdings, Inc.	(5) (6) (7)	S +	5.75%	11.16%	7/12/2027	9,398	9,282		9,378		0.51
PerkinElmer U.S., LLC	(5) (6) (7)	S +	6.75%	12.07%	3/13/2029	4,373	4,263		4,366		0.24
Tidi Legacy Products, Inc.	(5) (7)	S +	5.50%	10.83%	12/19/2029	1,872	1,836		1,842		0.10
Tidi Legacy Products, Inc.	(5) (7) (13)	S +	5.50%	10.83%	12/19/2029	—	(5)		(8)		—
Tidi Legacy Products, Inc.	(5) (7) (13)	S +	5.50%	10.83%	12/19/2029	—	(7)		(5)		—
YI, LLC	(5) (6) (7)	S +	5.75%	11.07%	12/3/2029	5,640	5,531		5,569		0.30
YI, LLC	(5) (7) (13)	S +	5.75%	11.07%	12/3/2029	—	(11)		(15)		—
YI, LLC	(5) (7) (13)	S +	5.75%	11.07%	12/3/2029	18	1		7		—
							20,890		21,134		1.15
Health Care Providers & Services
Advarra Holdings, Inc.	(5) (9)	S +	5.25%	10.58%	8/24/2029	453	446		448		0.02
Advarra Holdings, Inc.	(5) (9) (13)	S +	5.25%	10.58%	8/24/2029	—	—		—		—
DCA Investment Holdings, LLC	(5) (6) (8)	S +	6.50%	11.74%	4/3/2028	20,448	20,140		20,062		1.09

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
DCA Investment Holdings, LLC	(5) (8)	S +	6.50%	11.74%	4/3/2028	1,797	$	1,756	$	1,763	0.10	%
Gateway US Holdings, Inc.	(5) (8) (10)	S +	6.00%	11.45%	9/22/2026	748	744		748		0.04
Gateway US Holdings, Inc.	(5) (8) (10)	S +	6.00%	11.45%	9/22/2026	211	210		211		0.01
Gateway US Holdings, Inc.	(5) (8) (10) (13)	S +	6.00%	11.45%	9/22/2026	—	—		—		—
Heartland Veterinary Partners, LLC	(5) (7)	S +	4.75%	10.18%	12/10/2026	1,842	1,832		1,831		0.10
Heartland Veterinary Partners, LLC	(5) (7)	S +	4.75%	10.18%	12/10/2026	4,171	4,149		4,145		0.23
Heartland Veterinary Partners, LLC	(5) (7) (13)	S +	4.75%	10.18%	12/10/2026	—	(2)		(2)		—
iCIMS, Inc.	(5) (8)	S +	7.25% (incl. 3.88% PIK)	12.55%	8/18/2028	7,068	6,972		7,068		0.38
iCIMS, Inc.	(5) (8) (13)	S +	7.25% (incl. 3.88% PIK)	12.55%	8/18/2028	—	(1)		—		—
iCIMS, Inc.	(5) (8) (13)	S +	7.25% (incl. 3.88%PIK)	12.55%	8/18/2028	3	3		3		—
Intelerad Medical Systems Incorporated	(5) (7) (10)	S +	6.50%	11.96%	8/21/2026	494	484		473		0.03
Intelerad Medical Systems Incorporated	(5) (7) (10)	S +	6.50%	11.96%	8/21/2026	34	33		32		—
mPulse Mobile, Inc.	(5) (8)	S +	6.50%	11.91%	12/17/2027	28,385	27,839		27,900		1.52
mPulse Mobile, Inc.	(5) (8)	S +	6.50%	11.91%	12/17/2027	3,775	3,698		3,708		0.20
mPulse Mobile, Inc.	(5) (8) (13)	S +	6.50%	11.91%	12/17/2027	—	(56)		(53)		—
Pareto Health Intermediate Holdings, Inc.	(5) (7)	S +	6.25%	11.55%	5/31/2030	6,729	6,605		6,709		0.37
Pareto Health Intermediate Holdings, Inc.	(5) (7) (13)	S +	6.25%	11.55%	5/31/2029	—	(14)		(2)		—
PPV Intermediate Holdings, LLC	(5) (8)	S +	5.75%	11.09%	8/31/2029	4,357	4,204		4,296		0.23
PPV Intermediate Holdings, LLC	(5) (8) (13)	S +	5.75%	11.09%	8/31/2029	—	(68)		(57)		—
Promptcare Infusion Buyer, Inc.	(5) (7)	S +	6.00%	11.45%	9/1/2027	8,958	8,844		8,863		0.48
Promptcare Infusion Buyer, Inc.	(5) (7)	S +	6.00%	11.45%	9/1/2027	1,395	1,382		1,380		0.08
Stepping Stones Healthcare Services, LLC	(5) (8)	S +	5.50%	10.91%	1/2/2029	4,288	4,239		4,245		0.23
Stepping Stones Healthcare Services, LLC	(5) (8)	S +	5.50%	10.91%	1/2/2029	962	951		953		0.05
Stepping Stones Healthcare Services, LLC	(5) (8) (13)	S +	5.50%	10.91%	12/30/2026	—	(5)		(6)		—
Suveto	(5) (8)	S +	4.25%	9.68%	9/9/2027	11,807	11,728		11,347		0.62
Suveto	(5) (8) (13)	S +	4.25%	9.68%	9/9/2027	399	386		348		0.02
Tivity Health, Inc.	(5) (8)	S +	6.00%	11.31%	6/28/2029	3,664	3,620		3,664		0.20
Vardiman Black Holdings, LLC	(5) (9)	S +	7.00%	12.43%	3/18/2027	5,397	5,397		5,397		0.29
Vardiman Black Holdings, LLC	(5) (9) (13) (15)	S +	7.00%	12.43%	3/18/2027	—	(20)		(20)		—
Vermont Aus Pty Ltd.	(5) (8) (10)	S +	5.50%	10.96%	3/23/2028	8,330	8,177		8,207		0.45
							123,673		123,661		6.73
Health Care Technology
Hyland Software, Inc.	(5) (6) (8)	S +	6.00%	11.33%	9/19/2030	39,556	38,995		39,315		2.14
Hyland Software, Inc.	(5) (8) (13)	S +	6.00%	11.33%	9/19/2029	—	(26)		(12)		—
Lightspeed Buyer, Inc.	(5) (6) (7)	S +	5.25%	10.71%	2/3/2026	11,860	11,726		11,787		0.64

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)		Cost(4)		Fair Value		Percentage of Net Assets
Lightspeed Buyer, Inc.	(5) (7)	S +	5.25%	10.71%	2/3/2026	9,885		$	9,763	$	9,824	0.53	%
								60,458		60,914		3.32
Industrial Conglomerates
Aptean, Inc.	(5) (6) (8)	S +	5.25%	10.57%	1/30/2031	10,611		10,506		10,507		0.57
Aptean, Inc.	(5) (8) (13)	S +	5.25%	10.57%	1/30/2031	93		84		83		—
Aptean, Inc.	(5) (8) (13)	S +	5.25%	10.57%	1/30/2031	—		(10)		(10)		—
Excelitas Technologies Corp.	(5) (8)	S +	5.75%	11.16%	8/13/2029	1,577		1,551		1,570		0.09
Excelitas Technologies Corp.	(5) (8)	E +	5.75%	9.65%	8/13/2029	€	239	243		257		0.01
Excelitas Technologies Corp.	(5) (8) (13)	S +	5.75%	11.16%	8/13/2029	—		—		—		—
Excelitas Technologies Corp.	(5) (8) (13)	S +	5.75%	11.16%	8/14/2028	97		95		96		0.01
Raptor Merger Sub Debt, LLC	(5) (6) (8)	S +	6.75%	12.05%	4/1/2028	32,151		31,349		32,151		1.75
Raptor Merger Sub Debt, LLC	(5) (8) (13)	S +	6.75%	12.05%	4/1/2028	488		434		488		0.03
								44,252		45,142		2.46
Insurance Services
Amerilife Holdings, LLC	(5) (8)	S +	5.75%	11.08%	8/31/2029	2,019		1,985		2,002		0.11
Amerilife Holdings, LLC	(5) (8)	S +	5.75%	11.08%	8/31/2029	866		852		859		0.05
Amerilife Holdings, LLC	(5) (8) (13)	S +	5.75%	11.08%	8/31/2028	—		(6)		(4)		—
Foundation Risk Partners Corp.	(5) (8)	S +	6.00%	11.41%	10/29/2028	42,425		41,965		42,425		2.31
Foundation Risk Partners Corp.	(5) (8)	S +	6.00%	11.41%	10/29/2028	9,227		9,127		9,227		0.50
Foundation Risk Partners Corp.	(5) (8) (13)	S +	6.00%	11.41%	10/29/2027	—		(41)		—		—
Galway Borrower, LLC	(5) (8)	S +	5.25%	10.67%	9/29/2028	33,292		32,816		32,490		1.77
Galway Borrower, LLC	(5) (8) (13)	S +	5.25%	10.67%	9/29/2028	—		(20)		(47)		—
Galway Borrower, LLC	(5) (8) (13)	S +	5.25%	10.67%	9/29/2028	358		327		304		0.02
Higginbotham Insurance Agency, Inc.	(5) (6) (7)	S +	5.50%	10.93%	11/24/2028	18,248		18,078		18,248		0.99
Higginbotham Insurance Agency, Inc.	(5) (7) (13)	S +	5.50%	10.93%	11/24/2028	3,738		3,664		3,698		0.20
High Street Buyer, Inc.	(5) (6) (8)	S +	5.25%	10.56%	4/14/2028	9,865		9,737		9,767		0.53
High Street Buyer, Inc.	(5) (6) (8) (13)	S +	5.25%	10.56%	4/14/2028	39,617		38,996		39,139		2.13
High Street Buyer, Inc.	(5) (8) (13)	S +	5.25%	10.56%	4/16/2027	—		(22)		(21)		—
Long Term Care Group, Inc.	(5) (8) (15)	S +	7.00% (incl. 6.00% PIK)	12.57%	9/8/2027	5,193		5,125		4,290		0.23
Inszone Mid, LLC	(5) (7)	S +	5.75%	10.98%	11/12/2029	4,449		4,363		4,376		0.24
Inszone Mid, LLC	(5) (7) (13)	S +	5.75%	10.98%	11/12/2029	1,126		1,053		1,018		0.06
Inszone Mid, LLC	(5) (7) (13)	S +	5.75%	10.98%	11/12/2029	—		(15)		(13)		—
Integrity Marketing Acquisition, LLC	(5) (6) (8)	S +	6.00%	11.34%	8/27/2026	391		385		386		0.02
Integrity Marketing Acquisition, LLC	(5) (6) (8)	S +	6.00%	11.34%	8/27/2026	85,130		84,527		84,210		4.58
Integrity Marketing Acquisition, LLC	(5) (8) (13)	S +	6.00%	11.34%	8/27/2026	—		(2)		(1)		—
Keystone Agency Investors	(5) (7)	S +	5.50%	10.95%	5/3/2027	3,471		3,435		3,432		0.19

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Keystone Agency Investors	(5) (7)	S +	5.50%	10.95%	5/3/2027	3,997	$	3,957	$	3,951	0.22	%
Majesco	(5) (6) (7)	S +	7.25%	12.56%	9/21/2028	33,817	33,256		33,310		1.81
Majesco	(5) (7) (13)	S +	7.25%	12.56%	9/21/2027	—	(19)		(24)		—
Patriot Growth Insurance Services, LLC	(5) (6) (8)	S +	5.50%	10.95%	10/16/2028	62,199	61,301		61,838		3.37
Patriot Growth Insurance Services, LLC	(5) (8) (13)	S +	5.50%	10.95%	10/16/2028	—	(58)		(26)		—
Peter C. Foy & Associates Insurance Services, LLC	(5) (6) (8)	S +	6.00%	11.45%	11/1/2028	20,153	19,985		19,972		1.09
Peter C. Foy & Associates Insurance Services, LLC	(5) (8) (13)	S +	6.00%	11.45%	11/1/2028	7,128	7,050		7,057		0.38
Peter C. Foy & Associates Insurance Services, LLC	(5) (8) (13)	S +	6.00%	11.45%	11/1/2027	—	(5)		(8)		—
RSC Acquisition, Inc.	(5) (6) (8)	S +	5.50%	10.96%	11/1/2029	32,379	31,985		32,253		1.76
RSC Acquisition, Inc.	(5) (8) (13)	S +	5.50%	10.96%	11/1/2029	3,393	3,366		3,378		0.18
Summit Acquisition, Inc.	(5) (6) (8)	S +	6.75%	12.06%	5/1/2030	7,334	7,134		7,334		0.40
Summit Acquisition, Inc.	(5) (8) (13)	S +	6.75%	12.06%	5/1/2030	—	(21)		—		—
Summit Acquisition, Inc.	(5) (8) (13)	S +	6.75%	12.06%	5/1/2029	—	(21)		—		—
World Insurance Associates, LLC	(5) (6) (7)	S +	6.00%	11.32%	4/3/2028	67,178	65,783		65,346		3.56
World Insurance Associates, LLC	(5) (7) (13)	S +	6.00%	11.32%	4/3/2028	—	(10)		(35)		—
							490,012		490,131		26.68
Interactive Media & Services
FMG Suite Holdings, LLC	(5) (7)	S +	5.50%	10.68%	10/30/2026	23,574	23,293		23,434		1.28
FMG Suite Holdings, LLC	(5) (7)	S +	5.50%	10.68%	10/30/2026	4,568	4,525		4,546		0.25
FMG Suite Holdings, LLC	(5) (7) (13)	S +	5.50%	10.68%	10/30/2026	313	291		302		0.02
Spectrio, LLC	(5) (6) (7)	S +	6.00% (incl. 5.00% PIK)	11.34%	12/9/2026	31,966	31,686		29,897		1.63
Spectrio, LLC	(5) (7)	S +	6.00% (incl. 5.00% PIK)	11.34%	12/9/2026	12,895	12,858		12,060		0.66
Spectrio, LLC	(5) (7) (13)	S +	6.00% (incl. 5.00% PIK)	11.34%	12/9/2026	3,049	3,014		2,788		0.15
Triple Lift, Inc.	(5) (6) (8)	S +	5.75%	11.23%	5/5/2028	27,229	26,873		25,508		1.39
Triple Lift, Inc.	(5) (8) (13)	S +	5.75%	11.23%	5/5/2028	1,533	1,487		1,281		0.07
							104,027		99,816		5.43
IT Services
Atlas Purchaser, Inc.	(5) (6) (8)	S +	7.50% (incl. 6.50% PIK)	4.25%	5/5/2028	2,352	2,352		1,881		0.10
Atlas Purchaser, Inc.	(5) (6) (8)	S +	7.50% (incl. 5.50% PIK)	4.25%	5/5/2028	5,487	5,487		3,292		0.18
Catalis Intermediate, Inc.	(5) (6) (8)	S +	5.50%	10.95%	8/4/2027	39,256	38,648		37,847		2.06
Catalis Intermediate, Inc.	(5) (8)	S +	5.50%	10.95%	8/4/2027	8,833	8,708		8,516		0.46
Catalis Intermediate, Inc.	(5) (8) (13)	S +	5.50%	10.95%	8/4/2027	1,460	1,401		1,307		0.07
Donuts, Inc.	(5) (6) (7)	S +	6.00%	11.53%	12/29/2027	24,791	24,566		24,791		1.35

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Recovery Point Systems, Inc.	(5) (6) (7)	S +	6.50%	11.98%	8/12/2026	40,530	$	40,159	$	40,530	2.21	%
Recovery Point Systems, Inc.	(5) (7) (13)	S +	6.50%	11.98%	8/12/2026	—	(32)		—		—
Redwood Services Group, LLC	(5) (8)	S +	6.25%	11.66%	6/15/2029	10,802	10,685		10,802		0.59
Redwood Services Group, LLC	(5) (8) (13)	S +	6.25%	11.66%	6/15/2029	6,396	6,290		6,371		0.35
Syntax Systems, Ltd.	(5) (8) (10)	S +	5.50%	10.93%	10/29/2028	35,003	34,752		34,531		1.88
Syntax Systems, Ltd.	(5) (8) (10) (13)	S +	5.50%	10.93%	10/29/2026	2,695	2,675		2,644		0.14
Thrive Buyer, Inc. (Thrive Networks)	(5) (6) (7)	S +	6.00%	11.46%	1/22/2027	22,877	22,597		22,543		1.23
Thrive Buyer, Inc. (Thrive Networks)	(5) (7)	S +	6.00%	11.46%	1/22/2027	16,869	16,677		16,599		0.90
Thrive Buyer, Inc. (Thrive Networks)	(5) (13)	P +	6.00%	11.46%	1/22/2027	661	641		629		0.03
UpStack, Inc.	(5) (7)	S +	6.00%	11.33%	8/20/2027	8,229	8,102		8,023		0.44
UpStack, Inc.	(5) (7) (13)	S +	6.00%	11.33%	8/20/2027	7,463	7,250		7,140		0.39
UpStack, Inc.	(5) (7) (13)	S +	6.00%	11.33%	8/20/2027	569	555		547		0.03
							231,513		227,993		12.41
Leisure Products
GSM Acquisition Corp. (GSM Outdoors)	(5) (6) (7)	S +	5.00%	10.44%	11/16/2026	17,224	17,134		17,142		0.93
GSM Acquisition Corp. (GSM Outdoors)	(5) (7)	S +	5.00%	10.44%	11/16/2026	4,433	4,402		4,412		0.24
GSM Acquisition Corp. (GSM Outdoors)	(5) (7) (13)	S +	5.00%	10.44%	11/16/2026	—	(26)		(21)		—
							21,510		21,533		1.17
Machinery
Answer Acquisition, LLC	(5) (7)	S +	5.75%	11.20%	12/30/2026	11,166	11,029		11,061		0.60
Answer Acquisition, LLC	(5) (7) (13)	S +	5.75%	11.20%	12/30/2026	415	400		403		0.02
Chase Intermediate, LLC	(5) (13)	S +	5.25%	10.95%	10/30/2028	—	(94)		(245)		(0.01)
Chase Intermediate, LLC	(5) (13)	S +	5.25%	10.95%	10/30/2028	—	(9)		(10)		—
Komline Sanderson Engineering Corp.	(5) (6) (9)	S +	6.00%	11.58%	3/17/2026	16,705	16,623		16,581		0.90
Komline Sanderson Engineering Corp.	(5) (9) (13)	S +	6.00%	11.58%	3/17/2026	17,776	17,648		17,578		0.96
Komline Sanderson Engineering Corp.	(5) (13)	P +	5.00%	13.50%	3/17/2026	—	(19)		(36)		—
MHE Intermediate Holdings, LLC	(5) (6) (7)	S +	6.00%	11.53%	7/21/2027	18,148	17,916		18,042		0.98
MHE Intermediate Holdings, LLC	(5) (7)	S +	6.00%	11.53%	7/21/2027	3,664	3,618		3,639		0.20
MHE Intermediate Holdings, LLC	(5) (7) (13)	S +	6.00%	11.53%	7/21/2027	—	(28)		(17)		—
							67,084		66,996		3.65
Multi-Utilities
AWP Group Holdings, Inc.	(5) (6) (7)	S +	5.50%	10.90%	12/24/2029	6,137	5,909		6,073		0.33
AWP Group Holdings, Inc.	(5) (7) (13)	S +	5.50%	10.90%	12/24/2029	79	63		62		—
AWP Group Holdings, Inc.	(5) (7) (13)	S +	5.50%	10.90%	12/24/2029	229	214		221		0.01
Ground Penetrating Radar Systems, LLC	(5) (6) (7)	S +	4.50%	9.97%	6/26/2026	10,175	10,082		10,175		0.55
Ground Penetrating Radar Systems, LLC	(5) (7) (13)	S +	4.50%	9.97%	6/26/2025	—	(9)		—		—
Vessco Midco Holdings, LLC	(5) (6) (7)	S +	4.50%	9.93%	11/2/2026	2,680	2,667		2,680		0.15

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Vessco Midco Holdings, LLC	(5) (7)	S +	4.50%	9.93%	11/2/2026	1,746	$	1,738	$	1,746	0.10	%
Vessco Midco Holdings, LLC	(5) (13)	P +	3.50%	12.00%	10/18/2026	10	8		10		—
							20,672		20,967		1.14
Pharmaceuticals
Caerus US 1, Inc.	(5) (8) (10)	S +	5.75%	11.06%	5/25/2029	11,010	10,826		11,010		0.60
Caerus US 1, Inc.	(5) (8) (10) (13)	S +	5.75%	11.06%	5/25/2029	711	692		711		0.04
Caerus US 1, Inc.	(5) (8) (10) (13)	S +	5.75%	11.06%	5/25/2029	—	(19)		—		—
							11,499		11,721		0.64

Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(5) (6) (7)	S +	6.25%	11.17%	3/10/2027	18,380	18,150		18,380		1.00
Abacus Data Holdings, Inc. (AbacusNext)	(5) (7)	S +	6.25%	11.17%	3/10/2027	1,926	1,915		1,926		0.10
Abacus Data Holdings, Inc. (AbacusNext)	(5) (7) (13)	S +	6.25%	11.17%	3/10/2027	1,298	1,281		1,297		0.07
Bridgepointe Technologies, LLC	(5) (7)	S +	6.50%	11.96%	12/31/2027	17,186	16,708		16,948		0.92
Bridgepointe Technologies, LLC	(5) (7) (13)	S +	6.50%	11.96%	12/31/2027	10,065	9,585		9,864		0.54
Bullhorn, Inc.	(5) (6) (7)	S +	5.50%	10.93%	9/30/2026	15,407	15,331		15,312		0.83
Bullhorn, Inc.	(5) (7)	S +	5.50%	10.93%	9/30/2026	62	62		61		—
Bullhorn, Inc.	(5) (7) (13)	S +	5.50%	10.93%	9/30/2026	—	(4)		(4)		—
Citrin Cooperman Advisors, LLC	(5) (8)	S +	5.00%	10.57%	10/1/2027	24,446	24,085		24,165		1.32
Citrin Cooperman Advisors, LLC	(5) (8) (13)	S +	5.00%	10.57%	10/1/2027	11,060	10,841		10,850		0.59
GPS Merger Sub, LLC	(5) (6) (7)	S +	6.00%	11.32%	10/2/2029	4,914	4,822		4,833		0.26
GPS Merger Sub, LLC	(5) (7) (13)	S +	6.00%	11.32%	10/2/2029	—	(12)		(21)		—
GPS Merger Sub, LLC	(5) (7) (13)	S +	6.00%	11.32%	10/2/2029	—	(19)		(17)		—
KENG Acquisition, Inc.	(5) (7)	S +	6.25%	11.56%	8/1/2029	3,213	3,139		3,181		0.17
KENG Acquisition, Inc.	(5) (7) (13)	S +	6.25%	11.56%	8/1/2029	399	367		375		0.02
KENG Acquisition, Inc.	(5) (7) (13)	S +	6.25%	11.56%	8/1/2029	98	78		89		—
KWOR Acquisition, Inc.	(5) (7)	S +	5.25%	10.68%	12/22/2028	5,320	5,240		5,266		0.29
KWOR Acquisition, Inc.	(5) (7) (13)	S +	5.25%	10.68%	12/22/2028	1,298	1,252		1,250		0.07
KWOR Acquisition, Inc.	(5) (13)	P +	4.25%	12.75%	12/22/2027	69	68		68		—
Project Boost Purchaser, LLC	(5) (8)	S +	5.25%	10.59%	5/2/2029	5,654	5,610		5,654		0.31
Project Boost Purchaser, LLC	(5) (8) (13)	S +	5.25%	10.59%	5/2/2029	—	(3)		—		—
Project Boost Purchaser, LLC	(5) (8) (13)	S +	5.25%	10.59%	5/2/2028	—	(3)		—		—
							118,493		119,477		6.50

Real Estate Management & Development
Associations, Inc.	(5) (6) (7)	S +	6.50% (incl. 2.50% PIK)	12.09%	7/2/2027	17,352	17,251		17,213		0.94

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Associations, Inc.	(5) (7) (13)	S +	6.50% (incl. 2.50% PIK)	12.09%	7/2/2027	21,999	$	21,869	$	21,823	1.19	%
Associations, Inc.	(5) (7) (13)	S +	6.50% (incl. 2.50% PIK)	12.09%	7/2/2027	955	945		940		0.05
MRI Software, LLC	(5) (6) (7)	S +	5.50%	10.90%	2/10/2027	59,109	58,716		58,866		3.20
MRI Software, LLC	(5) (7) (13)	S +	5.50%	10.90%	2/10/2027	—	—		—		—
MRI Software, LLC	(5) (7) (13)	S +	5.50%	10.90%	2/10/2027	—	(10)		(9)		—
Pritchard Industries, LLC	(5) (8)	S +	5.50%	10.93%	10/13/2027	25,209	24,881		24,612		1.34
Pritchard Industries, LLC	(5) (8)	S +	5.50%	10.93%	10/13/2027	6,027	5,945		5,884		0.32
Zarya Intermediate, LLC	(5) (7) (10)	S +	6.50%	11.84%	7/1/2027	35,408	35,408		35,149		1.91
Zarya Intermediate, LLC	(5) (7) (10) (13)	S +	6.50%	11.84%	7/1/2027	—	—		(27)		—
							165,005		164,451		8.95
Software
Alert Media, Inc.	(5) (6) (7)	S +	6.25%	11.57%	4/12/2027	19,438	19,219		19,008		1.03
Alert Media, Inc.	(5) (7) (13)	S +	6.25%	11.57%	4/12/2026	—	(33)		(84)		—
Anaplan, Inc.	(5) (8)	S +	6.50%	11.81%	6/21/2029	23,040	22,666		23,040		1.25
Appfire Technologies, LLC	(5) (7)	S +	5.50%	10.95%	3/9/2027	18,671	18,586		18,491		1.01
Appfire Technologies, LLC	(5) (7) (13)	S +	5.50%	10.95%	3/9/2027	—	(8)		(10)		—
Appfire Technologies, LLC	(5) (13)	P +	4.50%	13.00%	3/9/2027	38	37		37		—
Bottomline Technologies, Inc.	(5) (8)	S +	5.75%	11.08%	5/14/2029	3,684	3,624		3,676		0.20
Bottomline Technologies, Inc.	(5) (8) (13)	S +	5.75%	11.08%	5/15/2028	—	(4)		—		—
CLEO Communications Holding, LLC	(5) (6) (7)	S +	5.50%	10.93%	6/9/2027	39,998	39,759		39,470		2.15
CLEO Communications Holding, LLC	(5) (7) (13)	S +	5.50%	10.93%	6/9/2027	—	(66)		(165)		(0.01)
Coupa Holdings, LLC	(5) (8)	S +	7.50%	12.81%	2/27/2030	2,264	2,213		2,250		0.12
Coupa Holdings, LLC	(5) (8) (13)	S +	7.50%	12.81%	2/27/2030	—	(11)		(7)		—
Coupa Holdings, LLC	(5) (8) (13)	S +	7.50%	12.81%	2/27/2029	—	(17)		(5)		—
Cyara AcquisitionCo, LLC	(5) (7)	S +	6.75% (incl. 2.75% PIK)	12.06%	6/28/2029	4,696	4,581		4,626		0.25
Cyara AcquisitionCo, LLC	(5) (7) (13)	S +	6.75% (incl. 2.75%PIK)	12.06%	6/28/2029	—	(8)		(5)		—
Diligent Corporation	(5) (6) (7)	S +	5.75%	11.21%	8/4/2025	29,663	29,569		29,646		1.61
Diligent Corporation	(5) (6) (7)	S +	6.25%	11.71%	8/4/2025	2,173	2,166		2,172		0.12
Diligent Corporation	(5) (7) (13)	S +	6.25%	11.71%	8/4/2025	1,980	1,966		1,977		0.11
E-Discovery AcquireCo, LLC	(5) (7)	S +	6.50%	11.84%	8/29/2029	17,795	17,381		17,539		0.95
E-Discovery AcquireCo, LLC	(5) (7) (13)	S +	6.50%	11.84%	8/29/2029	—	(36)		(23)		—
Formstack Acquisition Co	(5) (7)	S +	5.25%	10.57%	3/28/2030	12,500	12,313		12,312		0.67
Formstack Acquisition Co	(5) (7) (13)	S +	5.25%	10.57%	3/28/2030	—	(38)		(38)		—
Formstack Acquisition Co	(5) (7) (13)	S +	5.25%	10.57%	3/28/2030	—	(38)		(38)		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Fullsteam Operations, LLC	(5) (7)	S +	8.25%	13.73%	11/27/2029	10,860	$	10,547	$	10,780	0.59	%
Fullsteam Operations, LLC	(5) (7) (13)	S +	8.25%	13.73%	11/27/2029	2,565	2,416		2,488		0.14
Fullsteam Operations, LLC	(5) (7) (13)	S +	8.25%	13.73%	11/27/2029	—	(17)		(4)		—
Granicus, Inc.	(5) (8)	S +	5.25%	10.62%	1/17/2031	12,719	12,596		12,596		0.69
Granicus, Inc.	(5) (8) (13)	S +	5.25%	10.62%	1/17/2031	—	(9)		(9)		—
Granicus, Inc.	(5) (8) (13)	S +	5.25%	10.62%	1/17/2031	—	(17)		(17)		—
GS AcquisitionCo, Inc.	(5) (6) (7)	S +	5.00%	10.30%	5/25/2028	75,000	74,673		75,000		4.08
GS AcquisitionCo, Inc.	(5) (7) (13)	S +	5.00%	10.30%	5/25/2028	—	(1)		(1)		—
GS AcquisitionCo, Inc.	(5) (7) (13)	S +	5.00%	10.30%	5/25/2028	—	(12)		—		—
Icefall Parent, Inc.	(5) (7)	S +	6.50%	11.80%	1/25/2030	5,323	5,219		5,219		0.28
Icefall Parent, Inc.	(5) (7) (13)	S +	6.50%	11.80%	1/25/2030	—	(10)		(10)		—
Kaseya, Inc.	(5) (8)	S +	6.00% (incl. 2.50% PIK)	11.31%	6/25/2029	14,310	14,141		14,306		0.78
Kaseya, Inc.	(5) (8) (13)	S +	6.00% (incl. 2.50% PIK)	11.31%	6/25/2029	53	48		53		—
Kaseya, Inc.	(5) (8) (13)	S +	6.00% (incl. 2.50% PIK)	11.31%	6/25/2029	216	207		216		0.01
LegitScript, LLC	(5) (8)	S +	5.75%	11.08%	6/24/2029	26,502	26,077		26,340		1.43
LegitScript, LLC	(5) (8) (13)	S +	5.75%	11.08%	6/24/2029	701	642		656		0.04
LegitScript, LLC	(5) (8) (13)	S +	5.75%	11.08%	6/24/2028	1,000	941		975		0.05
Matrix Parent, Inc.	(5) (8) (11)	S +	5.00%	10.50%	3/1/2029	497	369		313		0.02
Montana Buyer, Inc.	(5) (8)	S +	5.75%	11.08%	7/22/2029	4,079	4,012		4,063		0.22
Montana Buyer, Inc.	(5) (13)	P +	4.75%	13.25%	7/22/2028	67	60		65		—
Netwrix Corporation And Concept Searching, Inc.	(5) (8)	S +	5.00%	10.38%	6/11/2029	6,852	6,797		6,781		0.37
Netwrix Corporation And Concept Searching, Inc.	(5) (8) (13)	S +	5.00%	10.38%	6/11/2029	102	101		101		0.01
Netwrix Corporation And Concept Searching, Inc.	(5) (8) (13)	S +	5.00%	10.38%	6/11/2029	—	(3)		(4)		—
Oak Purchaser, Inc.	(5) (8)	S +	5.50%	10.81%	4/28/2028	3,336	3,304		3,271		0.18
Oak Purchaser, Inc.	(5) (8) (13)	S +	5.50%	10.81%	4/28/2028	1,861	1,838		1,833		0.10
Oak Purchaser, Inc.	(5) (8) (13)	S +	5.50%	10.81%	4/28/2028	—	(3)		(4)		—
Pound Bidco, Inc.	(5) (6) (7) (10)	S +	6.50%	11.92%	1/30/2026	10,832	10,721		10,832		0.59
Pound Bidco, Inc.	(5) (7) (10) (13)	S +	6.50%	11.92%	1/30/2026	—	—		—		—
Pound Bidco, Inc.	(5) (6) (7) (10) (13)	S +	6.50%	11.92%	1/30/2026	—	(9)		—		—
Project Leopard Holdings, Inc.	(9) (10)	S +	5.25%	10.66%	7/20/2029	6,202	5,846		5,708		0.31
Revalize, Inc.	(5) (7)	S +	5.75%	11.21%	4/15/2027	19,406	19,334		18,248		0.99
Revalize, Inc.	(5) (7) (13)	S +	5.75%	11.21%	4/15/2027	18	17		13		—
Riskonnect Parent, LLC	(5) (8)	S +	5.50%	10.82%	12/7/2028	5,722	5,614		5,614		0.31
Riskonnect Parent, LLC	(5) (8) (13)	S +	5.50%	10.82%	12/7/2028	557	535		537		0.03

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Riskonnect Parent, LLC	(5) (8) (13)	S +	5.50%	10.82%	12/7/2028	—	$	(18)	$	(18)	—	%
Securonix, Inc.	(5) (8)	S +	6.00%	11.33%	4/5/2028	21,010	20,741		19,945		1.09
Securonix, Inc.	(5) (8) (13)	S +	6.00%	11.33%	4/5/2028	—	(44)		(192)		(0.01)
Skykick, Inc.	(5) (7)	S +	10.25% (incl. 7.00% PIK)	15.84%	9/1/2027	8,337	8,237		7,462		0.41
Skykick, Inc.	(5) (7)	S +	10.25% (incl. 7.00% PIK)	15.84%	9/1/2027	2,515	2,473		2,250		0.12
Trunk Acquisition, Inc.	(5) (7)	S +	5.75%	11.21%	2/19/2027	8,960	8,905		8,829		0.48
Trunk Acquisition, Inc.	(5) (7) (13)	S +	5.75%	11.21%	2/19/2026	—	(4)		(13)		—
User Zoom Technologies, Inc.	(5) (8)	S +	7.00%	12.49%	4/5/2029	38,689	38,071		38,244		2.08
							458,156		456,335		24.84

Wireless Telecommunication Services
Mobile Communications America, Inc.	(5) (6) (7)	S +	6.00%	11.31%	10/16/2029	5,940	5,855		5,885		0.32
Mobile Communications America, Inc.	(5) (7) (13)	S +	6.00%	11.31%	10/16/2029	—	(13)		(18)		—
Mobile Communications America, Inc.	(5) (7) (13)	S +	6.00%	11.31%	10/16/2029	—	(13)		(9)		—
							5,829		5,858		0.32
Total First Lien Debt							$	3,131,129	$	3,115,404	169.59	%
Second Lien Debt
Automobile Components
PAI Holdco, Inc.	(5) (7)	S +	7.50% (incl. 2.00% PIK)	12.96%	10/28/2028	26,701	$	26,209	$	25,107	1.37	%
Commercial Services & Supplies
Sweep Midco LLC	(5) (7) (14)				3/12/2036	4,872	—		—		—
Sweep Midco LLC	(5) (7) (14)				3/12/2034	1,674	836		837		0.05
							836		837		0.05
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(9)	S +	7.00%	12.57%	3/2/2029	25,500	25,448		21,440		1.17
Energy Equipment & Services
QBS Parent, Inc.	(5)	S +	8.50%	13.96%	9/21/2026	15,000	14,864		14,471		0.79
Health Care Providers & Services
Heartland Veterinary Partners, LLC	(5) (7)	S +	8.00%	13.43%	12/10/2027	3,960	3,905		3,892		0.21
Heartland Veterinary Partners, LLC	(5) (7)	S +	8.00%	13.43%	12/10/2027	1,540	1,518		1,513		0.08
							5,423		5,405		0.29
IT Services
Help/Systems Holdings, Inc.	(8)	S +	6.75%	12.19%	11/19/2027	17,500	17,500		14,481		0.79

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Idera, Inc.	(5) (8)	S +	6.75%	12.21%	3/2/2029	3,887	$	3,866	$	3,887	0.21	%
Red Dawn SEI Buyer, Inc.	(5) (7)	S +	8.50%	13.91%	11/20/2026	19,000	18,747		18,979		1.03
							40,113		37,347		2.03
Software
Flexera Software, LLC	(5) (7)	S +	7.00%	12.45%	3/3/2029	13,500	13,310		13,500		0.73
Matrix Parent, Inc.	(5) (9) (11)	S +	8.00%	13.53%	3/1/2030	10,880	10,505		—		—
							23,815		13,500		0.73
Total Second Lien Debt							$	136,708	$	118,107	6.43	%
Other Securities
Unsecured Debt
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(5) (11)			16.25% PIK	6/18/2026	1,500	$	1,500	$	251	0.01	%
Fetch Insurance Services, LLC	(5)			12.75% (incl. 3.75% PIK)	10/31/2027	1,972	1,930		1,912		0.10
Total Unsecured Debt							$	3,430	$	2,163	0.12	%

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Reference Rate and Spread		Acquisition Date	Par Amount/ Shares(16)	Cost(4)		Fair Value		Percentage of Net Assets
Preferred Equity
Diligent Corporation	(5) (12)		10.50%	4/5/2021	5,000	$	6,674	$	6,704	0.36	%
FORTIS Solutions Group, LLC	(5) (12)		12.25%	6/24/2022	1,000,000	1,217		970		0.05
Integrity Marketing Acquisition, LLC	(5) (12)		10.50%	12/21/2021	3,250,000	4,062		4,030		0.22
Knockout Intermediate Holdings I, Inc.	(5) (12)		11.75%	6/25/2022	2,790	3,264		3,267		0.18
Revalize, Inc.	(5) (7) (12)	S +	10.00%	12/14/2021	2,255	2,776		2,846		0.15
RSK Holdings, Inc. (Riskonnect)	(5) (7) (12)	S +	10.50%	7/7/2022	1,012,200	1,228		1,273		0.07
Skykick, Inc.	(5) (12)			8/31/2021	134,101	1,275		1,275		0.07
Vardiman Black Holdings, LLC	(5) (12)		6.00% PIK	3/29/2024	2,649,446	1,688		1,688		0.09
Total Preferred Equity						$	22,184	$	22,053	1.20	%
Common Equity
Abacus Data Holdings, Inc. (AbacusNext)	(5) (12)			3/9/2021	29,441	$	2,944	$	2,586	0.14	%
Amerilife Holdings, LLC	(5) (12)			9/1/2022	908	25		33		0.00
BP Purchaser, LLC	(5) (12)			12/10/2021	1,383,156	1,378		1,105		0.06
BP Purchaser, LLC Rights	(5) (12)			3/12/2024	1,250,241	57		56		0.00
CSC Thrive Holdings, LP (Thrive Networks)	(5) (12)			3/1/2021	162,309	421		776		0.04
Encore Holdings, LLC	(5) (12)			11/23/2021	2,796	348		696		0.04
Frisbee Holdings, LP (Fetch)	(5) (12)			10/31/2022	21,744	277		277		0.02
Fullsteam Operations, LLC	(5) (12)			11/27/2023	2,966	100		100		0.01
GSM Equity Investors, LP (GSM Outdoors)	(5) (12)			11/16/2020	4,500	450		1,195		0.07
Help HP SCF Investor, LP (Help/Systems)	(10) (12)			5/12/2021	9,619,564	12,460		15,966		0.87
LUV Car Wash	(5) (12)			4/6/2022	123	123		76		0.00
mPulse Mobile, Inc.	(5) (12)			12/17/2021	165,761	1,220		1,513		0.08
PCX Holding Corp.	(5) (12)			4/22/2021	6,538	654		845		0.05
Pet Holdings, Inc. (Brightpet)	(5) (12)			10/6/2020	17,543	2,012		1,905		0.10
Pritchard Industries, Inc.	(5) (12)			10/13/2021	1,882,739	1,938		1,996		0.11
Procure Acquiom Financial, LLC (Procure Analytics)	(5) (12)			12/20/2021	1,000,000	1,000		1,300		0.07
Recovery Point Systems, Inc.	(5) (12)			3/5/2021	1,000,000	1,000		760		0.04
Reveal Data Solutions	(5) (12)			8/29/2023	477,846	621		674		0.04
Shelby Co-invest, LP. (Spectrum Automotive)	(5) (12)			6/29/2021	8,500	850		1,316		0.07
SDB Holdco, LLC	(5) (12)			3/29/2024	5,460,555	—		—		0.00
Surewerx Topco, LP	(5) (10) (12)			12/28/2022	512	512		602		0.03
Suveto Buyer, LLC	(5) (10) (12)			11/19/2021	19,257	1,926		1,701		0.09
Total Common Equity						$	30,316	$	35,478	1.93	%
Total Other Securities						$	55,930	$	59,694	3.25	%
Total Portfolio Investments						$	3,323,767	$	3,293,205	179.27	%

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


(1)			Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments (including preferred equity investments) are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of March 31, 2024 the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of March 31, 2024, the Company is not an “affiliated person” of any of its portfolio companies.
(2)			Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 “Debt”.
(3)			Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR ("E") or SOFR ("S") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of March 31, 2024. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at March 31, 2024. As of March 31, 2024, the reference rates for our variable rate loans were the 3-month E at 3.89%, 1-month S at 5.33%, 3-month S at 5.30%, 6-month S at 5.22% and the P at 8.50%.
(4)			The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)			These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company's Valuation Designee, under the supervision of the Board of Directors (the "Board of Directors" or the "Board") (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(6)			Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined below). See Note 6 “Debt”.
(7)			Loan includes interest rate floor of 1.00%.
(8)			Loan includes interest rate floor of 0.75%.
(9)			Loan includes interest rate floor of 0.50%.
(10)			The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2024, non-qualifying assets represented 6.20% of total assets as calculated in accordance with regulatory requirements.
(11)			Investment was on non-accrual status as of March 31, 2024.
(12)			Securities exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") and may be deemed to be “restricted securities”. As of March 31, 2024, the aggregate fair value of these securities is $57,531 or 3.13% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(13)Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of March 31, 2024:

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First Lien Debt

365 Retail Markets, LLC

Revolver

12/23/2026

2,800

—

48Forty Solutions, LLC

Revolver

11/30/2026

814

(104)

AMCP Pet Holdings, Inc. (Brightpet)

Revolver

10/5/2026

1,604

(30)

ARI Network Services, Inc.

Revolver

2/28/2025

2,424

(32)

AWP Group Holdings, Inc.

Delayed Draw Term Loan

8/1/2025

1,579

(16)

AWP Group Holdings, Inc.

Revolver

12/24/2029

561

(6)

Abacus Data Holdings, Inc. (AbacusNext)

Revolver

3/10/2027

140

—

Abracon Group Holdings, LLC

Delayed Draw Term Loan

7/6/2024

441

(113)

Advarra Holdings, Inc.

Delayed Draw Term Loan

8/26/2024

—

Alert Media, Inc.

Revolver

4/10/2026

3,043

(84)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Amerilife Holdings, LLC

Revolver

8/31/2028

437

(4)

Answer Acquisition, LLC

Revolver

12/30/2026

835

(8)

Apex Service Partners, LLC

Delayed Draw Term Loan

10/24/2025

3,445

(62)

Apex Service Partners, LLC

Revolver

10/24/2029

1,574

(28)

Appfire Technologies, LLC

Delayed Draw Term Loan

6/13/2024

1,031

(10)

Appfire Technologies, LLC

Revolver

3/9/2027

129

(1)

Applitools, Inc.

Revolver

5/25/2028

433

(9)

Aptean, Inc.

Delayed Draw Term Loan

1/30/2026

1,824

(9)

Aptean, Inc.

Revolver

1/30/2031

984

(10)

Arcoro Holdings Corp.

Revolver

3/28/2030

1,957

(39)

Assembly Intermediate, LLC

Delayed Draw Term Loan

4/15/2024

1,556

(52)

Assembly Intermediate, LLC

Revolver

10/19/2027

2,074

(70)

Associations, Inc.

Delayed Draw Term Loan

6/10/2024

—

Associations, Inc.

Revolver

7/2/2027

905

(7)

Atlas Us Finco, Inc.

Revolver

12/9/2028

186

—

Avalara, Inc.

Revolver

10/19/2028

1,040

—

Bottomline Technologies, Inc.

Revolver

5/15/2028

267

—

Bradyifs Holdings, LLC

Delayed Draw Term Loan

10/31/2025

619

(8)

Bradyifs Holdings, LLC

Revolver

10/31/2029

631

(8)

Bridgepointe Technologies, LLC

Delayed Draw Term Loan

4/1/2025

4,426

(62)

Bullhorn, Inc.

Revolver

9/30/2026

593

(4)

CLEO Communications Holding, LLC

Revolver

6/9/2027

12,502

(165)

COP Collisionright Parent, LLC

Delayed Draw Term Loan

1/29/2026

3,535

(36)

COP Collisionright Parent, LLC

Revolver

1/29/2030

884

(17)

Caerus US 1, Inc.

Delayed Draw Term Loan

10/28/2024

893

—

Caerus US 1, Inc.

Revolver

5/25/2029

1,171

—

Catalis Intermediate, Inc.

Revolver

8/4/2027

2,778

(100)

Chase Intermediate, LLC

Delayed Draw Term Loan

8/31/2025

10,602

(245)

Chase Intermediate, LLC

Revolver

10/30/2028

530

(10)

Citrin Cooperman Advisors, LLC

Delayed Draw Term Loan

12/13/2025

5,521

(79)

Coupa Holdings, LLC

Delayed Draw Term Loan

8/27/2024

1,085

(7)

Coupa Holdings, LLC

Revolver

2/27/2029

831

(5)

Cyara AcquisitionCo, LLC

Revolver

6/28/2029

313

(5)

Diligent Corporation

Revolver

8/4/2025

2,520

(2)

Dwyer Instruments, Inc.

Delayed Draw Term Loan

12/22/2025

2,954

(40)

Dwyer Instruments, Inc.

Revolver

7/21/2027

1,014

(11)

E-Discovery AcquireCo, LLC

Revolver

8/29/2029

1,618

(23)

EVDR Purchaser, Inc.

Delayed Draw Term Loan

10/2/2024

5,881

(58)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

EVDR Purchaser, Inc.

Revolver

2/14/2031

2,117

(42)

Encore Holdings, LLC

Delayed Draw Term Loan

3/28/2026

8,776

(77)

Encore Holdings, LLC

Revolver

11/23/2027

539

—

Energy Labs Holdings Corp.

Revolver

4/7/2028

—

Excelitas Technologies Corp.

Delayed Draw Term Loan

8/12/2024

—

Excelitas Technologies Corp.

Revolver

8/14/2028

—

FLS Holding, Inc.

Revolver

12/17/2027

1,802

(10)

FMG Suite Holdings, LLC

Revolver

10/30/2026

2,006

(10)

FORTIS Solutions Group, LLC

Delayed Draw Term Loan

6/24/2024

784

—

FORTIS Solutions Group, LLC

Revolver

10/15/2027

2,564

—

Formstack Acquisition Co

Delayed Draw Term Loan

3/30/2026

5,000

(38)

Formstack Acquisition Co

Revolver

3/28/2030

2,500

(38)

Foundation Risk Partners Corp.

Revolver

10/29/2027

4,571

—

Fullsteam Operations, LLC

Delayed Draw Term Loan

5/27/2025

1,273

(9)

Fullsteam Operations, LLC

Delayed Draw Term Loan

11/27/2025

1,099

(8)

Fullsteam Operations, LLC

Delayed Draw Term Loan

8/25/2025

4,500

(33)

Fullsteam Operations, LLC

Delayed Draw Term Loan

2/23/2026

1,125

(8)

Fullsteam Operations, LLC

Revolver

11/27/2029

608

(4)

GC Waves Holdings, Inc.

Delayed Draw Term Loan

12/31/2024

5,683

(81)

GC Waves Holdings, Inc.

Revolver

8/10/2029

331

(5)

GPS Merger Sub, LLC

Delayed Draw Term Loan

10/2/2025

1,274

(21)

GPS Merger Sub, LLC

Revolver

10/2/2029

1,019

(17)

GS AcquisitionCo, Inc.

Delayed Draw Term Loan

3/26/2026

200

(1)

GS AcquisitionCo, Inc.

Revolver

5/25/2028

2,470

—

GSM Acquisition Corp. (GSM Outdoors)

Revolver

11/16/2026

4,280

(21)

Galway Borrower, LLC

Delayed Draw Term Loan

2/2/2026

1,280

(6)

Galway Borrower, LLC

Delayed Draw Term Loan

4/28/2024

1,712

(41)

Galway Borrower, LLC

Revolver

9/29/2028

1,856

(45)

Gateway US Holdings, Inc.

Revolver

9/22/2026

—

Granicus, Inc.

Delayed Draw Term Loan

1/17/2026

1,900

(9)

Granicus, Inc.

Revolver

1/17/2031

1,800

(17)

Ground Penetrating Radar Systems, LLC

Revolver

6/26/2025

1,641

—

Heartland Veterinary Partners, LLC

Revolver

12/10/2026

375

(2)

Helios Service Partners, LLC

Delayed Draw Term Loan

2/7/2025

3,053

(28)

Helios Service Partners, LLC

Revolver

3/19/2027

542

(5)

Higginbotham Insurance Agency, Inc.

Delayed Draw Term Loan

3/23/2025

7,970

(40)

High Street Buyer, Inc.

Delayed Draw Term Loan

3/11/2026

8,711

(86)

High Street Buyer, Inc.

Revolver

4/16/2027

2,136

(21)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Hyland Software, Inc.

Revolver

9/19/2029

1,879

(11)

Icefall Parent, Inc.

Revolver

1/25/2030

507

(10)

Inszone Mid, LLC

Delayed Draw Term Loan

11/10/2025

5,406

(89)

Inszone Mid, LLC

Revolver

11/12/2029

817

(13)

Integrity Marketing Acquisition, LLC

Revolver

8/27/2026

(1)

Iris Buyer, LLC

Delayed Draw Term Loan

10/2/2030

340

(7)

Iris Buyer, LLC

Revolver

10/2/2029

1,001

(21)

KENG Acquisition, Inc.

Delayed Draw Term Loan

8/1/2025

2,040

(20)

KENG Acquisition, Inc.

Revolver

8/1/2029

781

(8)

KWOR Acquisition, Inc.

Delayed Draw Term Loan

6/22/2024

3,473

(35)

KWOR Acquisition, Inc.

Revolver

12/22/2027

(1)

Kaseya, Inc.

Delayed Draw Term Loan

6/23/2025

803

—

Kaseya, Inc.

Revolver

6/25/2029

642

—

Komline Sanderson Engineering Corp.

Delayed Draw Term Loan

5/27/2024

8,529

(64)

Komline Sanderson Engineering Corp.

Revolver

3/17/2026

4,746

(36)

LJ Avalon Holdings, LLC

Delayed Draw Term Loan

8/1/2024

1,028

(11)

LJ Avalon Holdings, LLC

Revolver

2/1/2029

675

(7)

LUV Car Wash Group, LLC

Delayed Draw Term Loan

4/15/2024

—

LegitScript, LLC

Delayed Draw Term Loan

6/24/2024

6,612

(40)

LegitScript, LLC

Revolver

6/24/2028

3,167

(19)

MHE Intermediate Holdings, LLC

Revolver

7/21/2027

2,500

(17)

MRI Software, LLC

Delayed Draw Term Loan

12/19/2025

—

MRI Software, LLC

Revolver

2/10/2027

2,245

(9)

MRI Software, LLC

Revolver

2/10/2027

—

Magneto Components Buyco, LLC

Delayed Draw Term Loan

6/5/2025

3,035

(59)

Magneto Components Buyco, LLC

Revolver

12/5/2029

2,529

(50)

Magnolia Wash Holdings

Revolver

7/14/2028

(8)

Majesco

Revolver

9/21/2027

1,575

(24)

Mantech International CP

Delayed Draw Term Loan

9/14/2024

636

—

Mantech International CP

Revolver

9/14/2028

507

—

Mobile Communications America, Inc.

Delayed Draw Term Loan

10/16/2025

1,921

(18)

Mobile Communications America, Inc.

Revolver

10/16/2029

960

(9)

Montana Buyer, Inc.

Revolver

7/22/2028

400

(2)

Netwrix Corporation And Concept Searching, Inc.

Delayed Draw Term Loan

6/10/2024

(1)

Netwrix Corporation And Concept Searching, Inc.

Revolver

6/11/2029

431

(4)

Oak Purchaser, Inc.

Delayed Draw Term Loan

2/2/2025

1,010

(10)

Oak Purchaser, Inc.

Revolver

4/28/2028

372

(4)

Orion Group Holdco, LLC

Delayed Draw Term Loan

7/24/2025

3,473

(41)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

PCX Holding Corp.

Revolver

4/22/2027

617

(2)

PDFTron Systems, Inc.

Revolver

7/15/2026

6,417

(28)

PDI TA Holdings, Inc.

Delayed Draw Term Loan

2/1/2026

7,620

(37)

PDI TA Holdings, Inc.

Revolver

2/3/2031

2,280

(22)

PPV Intermediate Holdings, LLC

Delayed Draw Term Loan

8/31/2025

15,090

(57)

Pareto Health Intermediate Holdings, Inc.

Revolver

6/1/2029

792

(2)

Patriot Growth Insurance Services, LLC

Revolver

10/16/2028

4,485

(26)

Peter C. Foy & Associates Insurance Services, LLC

Delayed Draw Term Loan

10/19/2024

1,695

(2)

Peter C. Foy & Associates Insurance Services, LLC

Revolver

11/1/2027

832

(8)

Pound Bidco, Inc.

Delayed Draw Term Loan

12/31/2025

297

—

Pound Bidco, Inc.

Revolver

1/30/2026

1,163

—

Procure Acquireco, Inc. (Procure Analytics)

Revolver

12/20/2028

238

(1)

Project Accelerate Parent, LLC

Revolver

2/24/2031

1,250

(12)

Project Boost Purchaser, LLC

Delayed Draw Term Loan

5/2/2024

589

—

Project Boost Purchaser, LLC

Revolver

5/2/2028

449

—

RSC Acquisition, Inc.

Delayed Draw Term Loan

2/14/2025

416

(2)

Randy's Holdings, Inc.

Delayed Draw Term Loan

11/1/2024

1,978

—

Randy's Holdings, Inc.

Revolver

11/1/2028

662

—

Raptor Merger Sub Debt, LLC

Revolver

4/1/2029

1,953

—

Recovery Point Systems, Inc.

Revolver

8/12/2026

4,000

—

Redwood Services Group, LLC

Delayed Draw Term Loan

1/31/2025

—

Redwood Services Group, LLC

Delayed Draw Term Loan

2/5/2026

2,640

(23)

Revalize, Inc.

Revolver

4/15/2027

(3)

Riskonnect Parent, LLC

Delayed Draw Term Loan

7/22/2024

3,662

—

Riskonnect Parent, LLC

Delayed Draw Term Loan

3/1/2025

1,264

(12)

Riskonnect Parent, LLC

Revolver

12/7/2028

915

(17)

RoadOne IntermodaLogistics

Delayed Draw Term Loan

6/30/2024

273

(4)

RoadOne IntermodaLogistics

Revolver

12/29/2028

309

(5)

Securonix, Inc.

Revolver

4/5/2028

3,782

(192)

Sherlock Buyer Corp.

Revolver

12/8/2027

1,286

—

Smarsh, Inc.

Delayed Draw Term Loan

2/18/2025

536

(7)

Smarsh, Inc.

Revolver

2/16/2029

161

(2)

Spectrio, LLC

Revolver

12/9/2026

987

(64)

Spectrum Automotive Holdings Corp.

Delayed Draw Term Loan

6/29/2024

1,154

(21)

Spectrum Automotive Holdings Corp.

Revolver

6/29/2027

881

(16)

Spotless Brands, LLC

Revolver

7/25/2028

145

(1)

Stepping Stones Healthcare Services, LLC

Revolver

12/30/2026

625

(6)

Summit Acquisition, Inc.

Delayed Draw Term Loan

11/1/2024

1,638

—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Summit Acquisition, Inc.

Revolver

5/1/2029

819

—

Summit Buyer, LLC

Delayed Draw Term Loan

8/25/2025

145

(6)

Summit Buyer, LLC

Revolver

1/14/2027

1,991

(80)

Superman Holdings, LLC

Delayed Draw Term Loan

5/1/2025

380

(3)

Surewerx Purchaser III, Inc.

Delayed Draw Term Loan

6/28/2024

1,128

—

Surewerx Purchaser III, Inc.

Revolver

12/28/2028

613

—

Suveto

Revolver

9/9/2027

898

(35)

Sweep Purchaser, LLC

Revolver

6/30/2027

1,406

—

Syntax Systems, Ltd.

Revolver

10/29/2026

1,048

(14)

Tamarack Intermediate, LLC

Delayed Draw Term Loan

10/6/2025

398

(7)

Tamarack Intermediate, LLC

Revolver

3/13/2028

900

(17)

Tank Holding Corp.

Delayed Draw Term Loan

5/22/2024

410

(7)

Tank Holding Corp.

Revolver

3/31/2028

600

(9)

Thrive Buyer, Inc. (Thrive Networks)

Revolver

1/22/2027

1,321

(21)

Tidi Legacy Products, Inc.

Delayed Draw Term Loan

6/19/2025

494

(8)

Tidi Legacy Products, Inc.

Revolver

12/19/2029

355

(6)

Trintech, Inc.

Revolver

7/25/2029

2,092

(30)

Triple Lift, Inc.

Revolver

5/5/2028

2,467

(156)

Trunk Acquisition, Inc.

Revolver

2/19/2026

857

(13)

Two Six Labs, LLC

Revolver

8/20/2027

2,134

(58)

United Flow Technologies Intermediate Holdco II, LLC

Delayed Draw Term Loan

4/15/2024

—

United Flow Technologies Intermediate Holdco II, LLC

Revolver

10/29/2026

1,725

(19)

UpStack, Inc.

Delayed Draw Term Loan

6/30/2025

5,483

(137)

UpStack, Inc.

Revolver

8/20/2027

306

(8)

V Global Holdings, LLC

Revolver

12/22/2025

258

(16)

VRC Companies, LLC

Delayed Draw Term Loan

8/15/2025

443

(6)

VRC Companies, LLC

Revolver

6/29/2027

1,653

—

Vardiman Black Holdings, LLC

Delayed Draw Term Loan

3/29/2026

662

(20)

Vensure Employer Services, Inc.

Delayed Draw Term Loan

5/15/2025

1,915

(21)

Vertex Service Partners, LLC

Delayed Draw Term Loan

11/8/2025

1,866

(40)

Vertex Service Partners, LLC

Revolver

11/8/2030

460

(10)

Vessco Midco Holdings, LLC

Revolver

10/18/2026

437

—

World Insurance Associates, LLC

Revolver

4/3/2028

1,269

(35)

YI, LLC

Delayed Draw Term Loan

5/1/2025

1,178

(15)

YI, LLC

Revolver

12/3/2029

866

(11)

Zarya Intermediate, LLC

Revolver

7/1/2027

3,649

(27)

iCIMS, Inc.

Delayed Draw Term Loan

8/18/2025

—

iCIMS, Inc.

Revolver

8/18/2028

—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
mPulse Mobile, Inc.	Revolver	12/17/2027	$	504	$	(5)
mPulse Mobile, Inc.	Revolver	12/17/2027	2,164		(48)
Total First Lien Debt Unfunded Commitments			$	363,779	$	(4,411)
Total Unfunded Commitments			$	363,779	$	(4,411)


(14)			Non-income producing security.
(15)			The investment includes an exit fee that is receivable upon certain conditions being met. See Note 2 “Significant Accounting Policies".
(16)			Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD") unless otherwise noted, Euro ("€"), Great British Pound (“GBP”), or Canadian dollar ("CAD").

~~The accompanying notes are an integral part of these unaudited consolidated financial statements~~

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Statements of Cash Flows (Unaudited)~~

~~(In thousands)~~

For the Three Months Ended
March 31, 2023 March 31, 2022
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations $ 43,777 $ 22,246
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation on investments 567 4,342
Net realized (gain) loss on investments (122) (74)
Net accretion of discount and amortization of premium on investments (2,530) (1,982)
Payment-in-kind interest and dividend capitalized (1,003) (370)
Amortization of deferred financing costs 699 1,110
Amortization of debt issuance costs and original issue discount on Unsecured Notes 628 177
Purchases of investments and change in payable for investments purchased (139,566) (177,705)
Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid 90,247 28,478
Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments (1,613) (86)
(Increase) decrease in prepaid expenses and other assets (448) (129)
(Decrease) increase in payable to affiliates (694) (1,545)
(Decrease) increase in management fees payable 43 240
(Decrease) increase in incentive fees payable 1,263 (1,499)
(Decrease) increase in interest payable (7,719) 1,917
(Decrease) increase in accrued expenses and other liabilities 107 (287)
Net cash provided by (used in) operating activities (16,364) (125,167)
Cash flows from financing activities:
Borrowings on debt 60,000 554,458
Repayments on debt — (443,000)
Deferred financing costs paid (3,939) (2,064)
Debt issuance costs paid — (5,145)
Dividends paid in cash (23,862) (22,151)
Proceeds from issuance of common stock 2,556 7,778
Net cash provided by (used in) financing activities 34,755 89,876
Net increase (decrease) in cash 18,391 (35,291)
Cash, beginning of period 81,215 74,153
Cash, end of period $ 99,606 $ 38,862

Supplemental information and non-cash activities:
Excise tax paid $ 361 $ 57
Interest expense paid $ 33,059 $ 6,480
Dividend reinvestment paid $ 8,891 $ 7,540
Subscriptions receivable $ — $ 72
Accrued but unpaid dividends $ 35,682 $ 27,455
Accrued but unpaid debt issuance costs $ — $ 425

~~The accompanying notes are an integral part of these unaudited consolidated financial statements~~

729

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)


Investments-non-controlled/non-affiliated(1)(2)	Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Investments-non-controlled/non-affiliated(1)(2)
Investments-non-controlled/non-affiliated(1)(2)
First Lien Debt
First Lien Debt
First Lien Debt	First Lien Debt
Aerospace & Defense	Aerospace & Defense
Aerospace & Defense
Aerospace & Defense
Jonathan Acquisition Company	Jonathan Acquisition Company	(5) (7)	L +	5.00%	10.16%	12/22/2026	2,705	$	2,653	$	2,636	0.19	%
Jonathan Acquisition Company
Jonathan Acquisition Company														(5) (7)	S +	5.00%	10.45%	12/22/2026	2,684	$	2,641	$	2,659	0.15	%
Mantech International CP
Mantech International CP
Mantech International CP
Mantech International CP
Mantech International CP	Mantech International CP	(5) (8)	S +	5.75%	10.43%	09/14/2029	358	351		352		0.02
Mantech International CP	Mantech International CP	(5) (8) (13)	S +	5.75%	10.43%	09/14/2029	—	(1)		(2)		—
Mantech International CP	Mantech International CP	(5) (8) (13)	S +	5.75%	10.43%	09/14/2028	—	(1)		(1)		—
PCX Holding Corp.	PCX Holding Corp.	(5) (6) (7)	L +	6.25%	11.41%	04/22/2027	18,186	18,053		17,678		1.25
PCX Holding Corp.	PCX Holding Corp.	(5) (7)	L +	6.25%	11.41%	04/22/2027	18,310	18,032		17,800		1.26
PCX Holding Corp.	PCX Holding Corp.	(5) (7) (13)	L +	6.25%	11.41%	04/22/2027	555	543		504		0.04
PCX Holding Corp.
PCX Holding Corp.
PCX Holding Corp.
PCX Holding Corp.
PCX Holding Corp.
PCX Holding Corp.
Two Six Labs, LLC	Two Six Labs, LLC	(5) (8)	S +	5.50%	10.40%	08/20/2027	10,931	10,762		10,694		0.76
Two Six Labs, LLC	Two Six Labs, LLC	(5) (8) (13)	S +	5.50%	10.40%	08/20/2027	2,113	2,063		2,021		0.14
Two Six Labs, LLC	Two Six Labs, LLC	(5) (8) (13)	S +	5.50%	10.40%	08/20/2027	—	(31)		(46)		—
								52,424		51,636		3.65
Two Six Labs, LLC
Two Six Labs, LLC
Two Six Labs, LLC
Two Six Labs, LLC
Two Six Labs, LLC
Two Six Labs, LLC
								69,354
								69,354
								69,354
Air Freight & Logistics
Air Freight & Logistics
Air Freight & Logistics	Air Freight & Logistics
AGI-CFI Holdings, Inc.	AGI-CFI Holdings, Inc.	(5) (8)	S +	5.75%	10.79%	06/11/2027	14,371	14,117		13,942		0.99
AGI-CFI Holdings, Inc.
AGI-CFI Holdings, Inc.
Omni Intermediate Holdings, LLC
Omni Intermediate Holdings, LLC
Omni Intermediate Holdings, LLC
Omni Intermediate Holdings, LLC
Omni Intermediate Holdings, LLC
Omni Intermediate Holdings, LLC	Omni Intermediate Holdings, LLC	(5) (7)	S +	5.00%	10.05%	12/30/2026	12,515	12,410		12,092		0.85
Omni Intermediate Holdings, LLC	Omni Intermediate Holdings, LLC	(5) (7)	S +	5.00%	10.05%	12/30/2026	1,263	1,247		1,221		0.09
Omni Intermediate Holdings, LLC	Omni Intermediate Holdings, LLC	(5) (7) (13)	S +	5.00%	10.05%	12/30/2026	—	(2)		(5)		—
Omni Intermediate Holdings, LLC	Omni Intermediate Holdings, LLC	(5) (7) (13)	S +	5.00%	10.05%	12/30/2025	—	(9)		(36)		—
RoadOne IntermodaLogistics	RoadOne IntermodaLogistics	(5) (7) (13)	S +	6.25%	11.12%	12/30/2028	1,668	1,619		1,619		0.11
RoadOne IntermodaLogistics	RoadOne IntermodaLogistics	(5) (7) (13)	S +	6.25%	11.12%	12/30/2028	130	122		122		0.01
RoadOne IntermodaLogistics	RoadOne IntermodaLogistics	(5) (7) (13)	S +	6.25%	11.12%	12/30/2028	75	66		66		—
								29,570		29,021		2.05
RoadOne IntermodaLogistics
RoadOne IntermodaLogistics
RoadOne IntermodaLogistics
RoadOne IntermodaLogistics
RoadOne IntermodaLogistics
RoadOne IntermodaLogistics
								30,213
								30,213
								30,213
Automobile Components
Automobile Components
Automobile Components	Automobile Components
Continental Battery Company	Continental Battery Company	(5) (7)	L +	6.75%	11.91%	01/20/2027	6,172	6,073		5,513		0.39
Continental Battery Company
Continental Battery Company
Randy's Holdings, Inc.
Randy's Holdings, Inc.
Randy's Holdings, Inc.
Randy's Holdings, Inc.
Randy's Holdings, Inc.
Randy's Holdings, Inc.
Randy's Holdings, Inc.	Randy's Holdings, Inc.	(5) (7)	S +	6.50%	11.36%	11/01/2028	6,726	6,535		6,557		0.46
Randy's Holdings, Inc.	Randy's Holdings, Inc.	(5) (7) (13)	S +	6.50%	11.36%	11/01/2028	—	(31)		(56)		—
Randy's Holdings, Inc.	Randy's Holdings, Inc.	(5) (7) (13)	S +	6.50%	11.36%	11/01/2028	170	144		147		0.01
Sonny's Enterprises, LLC	Sonny's Enterprises, LLC	(5) (7)	S +	5.50%	10.33%	08/05/2026	6,987	6,883		6,747		0.48
Sonny's Enterprises, LLC	Sonny's Enterprises, LLC	(5) (6) (7)	S +	6.75%	10.76%	08/05/2026	5,346	5,275		5,162		0.36
Sonny's Enterprises, LLC	Sonny's Enterprises, LLC	(5) (7)	S +	6.75%	11.57%	08/05/2026	34,038	33,572		32,871		2.32
Spectrum Automotive Holdings Corp.	Spectrum Automotive Holdings Corp.	(5) (6) (8)	L +	5.75%	10.91%	06/29/2028	23,590	23,308		22,446		1.59
Spectrum Automotive Holdings Corp.	Spectrum Automotive Holdings Corp.	(5) (8) (13)	L +	5.75%	10.91%	06/29/2028	4,644	4,576		4,326		0.31
Spectrum Automotive Holdings Corp.	Spectrum Automotive Holdings Corp.	(5) (8) (13)	L +	5.75%	10.91%	06/29/2027	—	(9)		(43)		—
								86,326		83,670		5.91
Spectrum Automotive Holdings Corp.
Spectrum Automotive Holdings Corp.
Spectrum Automotive Holdings Corp.
Spectrum Automotive Holdings Corp.
Spectrum Automotive Holdings Corp.
Spectrum Automotive Holdings Corp.
								86,754
								86,754
								86,754
Automobiles
Automobiles
Automobiles
ARI Network Services, Inc.
ARI Network Services, Inc.
ARI Network Services, Inc.
ARI Network Services, Inc.
ARI Network Services, Inc.
ARI Network Services, Inc.
ARI Network Services, Inc.
ARI Network Services, Inc.
ARI Network Services, Inc.

830

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)


Investments-non-controlled/non-affiliated(1)(2)	Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Automobiles
ARI Network Services, Inc.		(5) (6) (8)	S +	5.50%	10.16%	02/28/2025	20,670	$	20,440	$	20,219	1.43	%
ARI Network Services, Inc.		(5) (6) (8)	S +	5.50%	10.16%	02/28/2025	3,621	3,581		3,542		0.25
ARI Network Services, Inc.		(5) (8) (13)	S +	5.50%	10.16%	02/28/2025	1,757	1,726		1,691		0.12
Investments-non-controlled/non-affiliated(1)(2)
Investments-non-controlled/non-affiliated(1)(2)
Summit Buyer, LLC
Summit Buyer, LLC
Summit Buyer, LLC														(5) (7)	S +	5.75%	11.26%	1/14/2026	21,896	$	21,670	$	21,370	1.24	%
Summit Buyer, LLC
Summit Buyer, LLC	Summit Buyer, LLC	(5) (7)	S +	5.75%	10.74%	01/14/2026	22,064	21,763		21,305		1.51
Summit Buyer, LLC	Summit Buyer, LLC	(5) (7) (13)	S +	5.75%	10.74%	01/14/2026	28,920	28,503		27,812		1.97
Summit Buyer, LLC	Summit Buyer, LLC	(5) (7) (13)	S +	5.75%	10.74%	01/14/2026	—	(29)		(83)		(0.01)
Turbo Buyer, Inc.	Turbo Buyer, Inc.	(5) (7)	L +	6.00%	11.15%	12/02/2025	37,844	37,362		36,758		2.60
Turbo Buyer, Inc.	Turbo Buyer, Inc.	(5) (7)	L +	6.00%	11.20%	12/02/2025	38,027	37,445		36,935		2.61
								150,791		148,179		10.48
Turbo Buyer, Inc.
Turbo Buyer, Inc.
Turbo Buyer, Inc.
Turbo Buyer, Inc.
								151,741
								151,741
								151,741
Biotechnology
Biotechnology
Biotechnology	Biotechnology
GraphPad Software, LLC	GraphPad Software, LLC	(5) (6) (7)	L +	5.50%	10.48%	04/27/2027	12,036	11,948		11,739		0.83
GraphPad Software, LLC	GraphPad Software, LLC	(5) (7)	L +	5.50%	10.48%	04/27/2027	2,885	2,863		2,814		0.20
GraphPad Software, LLC	GraphPad Software, LLC	(5) (7) (13)	L +	5.50%	10.48%	04/27/2027	—	(12)		(43)		—
								14,799		14,510		1.03
GraphPad Software, LLC
GraphPad Software, LLC
GraphPad Software, LLC
								15,580
								15,580
								15,580
Chemicals	Chemicals
Chemicals
Chemicals
Tank Holding Corp.
Tank Holding Corp.
Tank Holding Corp.
Tank Holding Corp.
Tank Holding Corp.
Tank Holding Corp.
Tank Holding Corp.
Tank Holding Corp.	Tank Holding Corp.	(6) (8)	S +	5.75%	10.66%	03/31/2028	14,094	13,849		13,512		0.96
Tank Holding Corp.	Tank Holding Corp.	(8) (13)	S +	5.75%	10.66%	03/31/2028	227	213		194		0.01
V Global Holdings, LLC	V Global Holdings, LLC	(5) (6) (8)	S +	5.75%	10.87%	12/22/2027	4,891	4,806		4,692		0.33
V Global Holdings, LLC	V Global Holdings, LLC	(5) (8) (13)	S +	5.75%	10.87%	12/22/2025	103	92		75		0.01
								18,960		18,473		1.31
V Global Holdings, LLC
V Global Holdings, LLC
V Global Holdings, LLC
V Global Holdings, LLC
								20,940
								20,940
								20,940
Commercial Services & Supplies	Commercial Services & Supplies
Commercial Services & Supplies
Commercial Services & Supplies
365 Retail Markets, LLC
365 Retail Markets, LLC
365 Retail Markets, LLC
365 Retail Markets, LLC
365 Retail Markets, LLC
365 Retail Markets, LLC
365 Retail Markets, LLC	365 Retail Markets, LLC	(5) (7)	L +	4.75%	9.50%	12/23/2026	17,237	17,014		16,985		1.20
365 Retail Markets, LLC	365 Retail Markets, LLC	(5) (7)	L +	4.75%	9.50%	12/23/2026	5,529	5,473		5,449		0.39
365 Retail Markets, LLC	365 Retail Markets, LLC	(5) (7) (13)	L +	4.75%	9.50%	12/23/2026	1,200	1,166		1,159		0.08
Atlas Us Finco, Inc.	Atlas Us Finco, Inc.	(5) (7) (10)	S +	7.25%	11.98%	12/09/2029	2,009	1,950		1,959		0.14
Atlas Us Finco, Inc.	Atlas Us Finco, Inc.	(5) (7) (10) (13)	S +	7.25%	11.98%	12/09/2028	—	(5)		(5)		—
Atlas Us Finco, Inc.
Atlas Us Finco, Inc.
Atlas Us Finco, Inc.
Atlas Us Finco, Inc.
BPG Holdings IV Corp.	BPG Holdings IV Corp.	(5) (8)	S +	6.00%	10.90%	07/29/2029	11,739	10,997		11,138		0.79
BPG Holdings IV Corp.
BPG Holdings IV Corp.
Encore Holdings, LLC
Encore Holdings, LLC
Encore Holdings, LLC
Encore Holdings, LLC
Encore Holdings, LLC
Encore Holdings, LLC
Encore Holdings, LLC	Encore Holdings, LLC	(5) (8)	L +	4.75%	9.91%	11/23/2028	1,845	1,818		1,807		0.13
Encore Holdings, LLC	Encore Holdings, LLC	(5) (8) (13)	L +	4.75%	9.91%	11/23/2028	2,310	2,266		2,236		0.16
Encore Holdings, LLC	Encore Holdings, LLC	(5) (8) (13)	L +	4.75%	9.91%	11/23/2027	—	(7)		(11)		—
Energy Labs Holdings Corp.	Energy Labs Holdings Corp.	(5) (7)	S +	5.25%	10.08%	04/07/2028	387	382		376		0.03
Energy Labs Holdings Corp.	Energy Labs Holdings Corp.	(5) (7) (13)	S +	5.25%	10.08%	04/07/2028	—	—		(1)		—
Energy Labs Holdings Corp.	Energy Labs Holdings Corp.	(5) (7) (13)	S +	5.25%	10.08%	04/07/2028	12	11		10		—
Energy Labs Holdings Corp.
Energy Labs Holdings Corp.
Energy Labs Holdings Corp.
Energy Labs Holdings Corp.
Energy Labs Holdings Corp.
Energy Labs Holdings Corp.
FLS Holding, Inc.	FLS Holding, Inc.	(5) (7) (10)	L +	5.25%	10.21%	12/15/2028	20,675	20,322		20,390		1.44
FLS Holding, Inc.	FLS Holding, Inc.	(5) (7) (10)	L +	5.25%	10.25%	12/15/2028	4,495	4,415		4,433		0.31
FLS Holding, Inc.	FLS Holding, Inc.	(5) (7) (10) (13)	L +	5.25%	10.21%	12/17/2027	—	(28)		(25)		—
FLS Holding, Inc.
FLS Holding, Inc.
FLS Holding, Inc.
FLS Holding, Inc.
FLS Holding, Inc.
FLS Holding, Inc.
Helios Service Partners, LLC
Helios Service Partners, LLC
Helios Service Partners, LLC
Helios Service Partners, LLC
Helios Service Partners, LLC
Helios Service Partners, LLC
Helios Service Partners, LLC
Helios Service Partners, LLC
Helios Service Partners, LLC
Iris Buyer, LLC
Iris Buyer, LLC
Iris Buyer, LLC

931

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)


Investments-non-controlled/non-affiliated(1)(2)	Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Investments-non-controlled/non-affiliated(1)(2)
Investments-non-controlled/non-affiliated(1)(2)
Iris Buyer, LLC
Iris Buyer, LLC
Iris Buyer, LLC														(5) (7) (13)	S +	6.25%	11.60%	10/2/2030	145	$	130	$	130	0.01	%
Iris Buyer, LLC
Atlas Us Finco, Inc.
Atlas Us Finco, Inc.
Atlas Us Finco, Inc.
PDFTron Systems, Inc.
PDFTron Systems, Inc.
PDFTron Systems, Inc.
PDFTron Systems, Inc.
PDFTron Systems, Inc.
PDFTron Systems, Inc.
PDFTron Systems, Inc.	PDFTron Systems, Inc.	(5) (6) (7) (10)	S +	5.50%	10.31%	07/15/2027	30,338	$	29,940	$	29,395	2.08	%
PDFTron Systems, Inc.	PDFTron Systems, Inc.	(5) (7) (10)	S +	5.50%	10.26%	07/15/2027	9,800	9,645		9,495		0.67
PDFTron Systems, Inc.	PDFTron Systems, Inc.	(5) (7) (10)	S +	5.50%	10.29%	07/15/2026	7,700	7,599		7,461		0.53
Procure Acquireco, Inc. (Procure Analytics)	Procure Acquireco, Inc. (Procure Analytics)	(5) (8)	L +	5.00%	9.84%	12/20/2028	3,919	3,852		3,716		0.26
Procure Acquireco, Inc. (Procure Analytics)	Procure Acquireco, Inc. (Procure Analytics)	(5) (8) (13)	L +	5.00%	9.84%	12/20/2028	—	(7)		(41)		—
Procure Acquireco, Inc. (Procure Analytics)	Procure Acquireco, Inc. (Procure Analytics)	(5) (8) (13)	L +	5.00%	9.84%	12/20/2028	—	(4)		(12)		—
QW Holding Corporation		(5) (6) (7)	L +	5.50%	10.32%	08/31/2026	8,883	8,774		8,883		0.63
QW Holding Corporation		(5) (7) (13)	P +	4.50%	12.50%	08/31/2026	2,054	2,027		2,054		0.15
QW Holding Corporation		(5) (7) (13)	P +	4.50%	12.50%	08/31/2026	755	728		755		0.05
Procure Acquireco, Inc. (Procure Analytics)
Procure Acquireco, Inc. (Procure Analytics)
Procure Acquireco, Inc. (Procure Analytics)
Procure Acquireco, Inc. (Procure Analytics)
Procure Acquireco, Inc. (Procure Analytics)
Procure Acquireco, Inc. (Procure Analytics)
Sherlock Buyer Corp.	Sherlock Buyer Corp.	(5) (8)	S +	5.75%	10.75%	12/08/2028	11,033	10,845		10,856		0.77
Sherlock Buyer Corp.	Sherlock Buyer Corp.	(5) (8) (13)	S +	5.75%	10.75%	12/08/2028	—	(26)		(52)		—
Sherlock Buyer Corp.	Sherlock Buyer Corp.	(5) (8) (13)	S +	5.75%	10.75%	12/08/2027	—	(20)		(21)		—
Sherlock Buyer Corp.
Sherlock Buyer Corp.
Sherlock Buyer Corp.
Sherlock Buyer Corp.
Sherlock Buyer Corp.
Sherlock Buyer Corp.
Surewerx Purchaser III, Inc.
Surewerx Purchaser III, Inc.
Surewerx Purchaser III, Inc.
Surewerx Purchaser III, Inc.
Surewerx Purchaser III, Inc.
Surewerx Purchaser III, Inc.
Surewerx Purchaser III, Inc.	Surewerx Purchaser III, Inc.	(5) (8) (10)	S +	6.75%	11.65%	12/28/2029	5,488	5,328		5,385		0.38
Surewerx Purchaser III, Inc.	Surewerx Purchaser III, Inc.	(5) (8) (10) (13)	S +	6.75%	11.65%	12/28/2029	—	(22)		(21)		—
Surewerx Purchaser III, Inc.	Surewerx Purchaser III, Inc.	(5) (8) (10) (13)	S +	6.75%	11.65%	12/28/2028	—	(31)		(20)		—
Sweep Purchaser, LLC	Sweep Purchaser, LLC	(5) (7)	L +	5.75%	10.91%	11/30/2026	8,682	8,567		8,292		0.59
Sweep Purchaser, LLC	Sweep Purchaser, LLC	(5) (7)	L +	5.75%	10.91%	11/30/2026	4,966	4,898		4,743		0.34
Sweep Purchaser, LLC	Sweep Purchaser, LLC	(5) (7) (13)	L +	5.75%	10.91%	11/30/2026	953	934		898		0.06
Sweep Purchaser, LLC	Sweep Purchaser, LLC	(5) (7) (13)	L +	5.75%	10.91%	11/30/2026	759	742		696		0.05
Sweep Purchaser, LLC
Sweep Purchaser, LLC
Sweep Purchaser, LLC
Sweep Purchaser, LLC
Sweep Purchaser, LLC
Tamarack Intermediate, LLC	Tamarack Intermediate, LLC	(5) (8)	S +	5.50%	10.76%	03/13/2028	5,459	5,365		5,183		0.37
Tamarack Intermediate, LLC	Tamarack Intermediate, LLC	(5) (8) (13)	S +	5.50%	10.33%	03/13/2028	149	134		103		0.01
Tamarack Intermediate, LLC
Tamarack Intermediate, LLC
Tamarack Intermediate, LLC
Tamarack Intermediate, LLC
Tamarack Intermediate, LLC
Tamarack Intermediate, LLC
Tamarack Intermediate, LLC
United Flow Technologies Intermediate Holdco II, LLC
United Flow Technologies Intermediate Holdco II, LLC
United Flow Technologies Intermediate Holdco II, LLC
United Flow Technologies Intermediate Holdco II, LLC
United Flow Technologies Intermediate Holdco II, LLC
United Flow Technologies Intermediate Holdco II, LLC	United Flow Technologies Intermediate Holdco II, LLC	(5) (7)	L +	5.75%	10.58%	10/29/2027	16,929	16,656		16,462		1.16
United Flow Technologies Intermediate Holdco II, LLC	United Flow Technologies Intermediate Holdco II, LLC	(5) (7)	L +	5.75%	10.58%	10/29/2027	9,808	9,646		9,537		0.67
United Flow Technologies Intermediate Holdco II, LLC	United Flow Technologies Intermediate Holdco II, LLC	(5) (7) (13)	L +	5.75%	10.58%	10/29/2027	1,268	1,169		992		0.07
United Flow Technologies Intermediate Holdco II, LLC	United Flow Technologies Intermediate Holdco II, LLC	(5) (7) (13)	L +	5.75%	10.58%	10/29/2026	—	(43)		(83)		(0.01)
US Infra Svcs Buyer, LLC	US Infra Svcs Buyer, LLC	(5) (6) (7)	L +	6.75%	11.67%	04/13/2026	16,194	16,012		15,490		1.10
US Infra Svcs Buyer, LLC	US Infra Svcs Buyer, LLC	(5) (6) (7)	L +	6.75%	11.89%	04/13/2026	2,286	2,261		2,186		0.15
US Infra Svcs Buyer, LLC	US Infra Svcs Buyer, LLC	(5) (7)	L +	6.75%	11.73%	04/13/2026	2,250	2,227		2,152		0.15
Valcourt Holdings II, LLC		(5) (7)	S +	5.25%	10.30%	01/07/2027	25,081	24,740		24,892		1.76
Valcourt Holdings II, LLC		(5) (6) (7)	S +	5.25%	10.30%	01/07/2027	9,904	9,766		9,829		0.69
Valcourt Holdings II, LLC		(5) (7)	S +	5.25%	10.30%	01/07/2027	6,842	6,752		6,790		0.48
US Infra Svcs Buyer, LLC
US Infra Svcs Buyer, LLC
US Infra Svcs Buyer, LLC
US Infra Svcs Buyer, LLC
US Infra Svcs Buyer, LLC
US Infra Svcs Buyer, LLC
Vensure Employer Services, Inc.
Vensure Employer Services, Inc.
Vensure Employer Services, Inc.
VRC Companies, LLC	VRC Companies, LLC	(5) (6) (8)	L +	5.50%	10.65%	06/29/2027	56,909	56,265		55,401		3.92
VRC Companies, LLC	VRC Companies, LLC	(5) (8)	S +	5.75%	10.57%	06/29/2027	7,521	7,421		7,321		0.52
VRC Companies, LLC	VRC Companies, LLC	(5) (8) (13)	S +	5.75%	10.57%	06/29/2027	8,108	7,991		7,866		0.56
VRC Companies, LLC	VRC Companies, LLC	(5) (8) (13)	L +	5.50%	10.65%	06/29/2027	—	(18)		(44)		—
								325,887		322,439		22.79

VRC Companies, LLC
VRC Companies, LLC
VRC Companies, LLC
VRC Companies, LLC
VRC Companies, LLC
								306,475
								306,475
								306,475
Construction & Engineering
Construction & Engineering
Construction & Engineering
KPSKY Acquisition, Inc.
KPSKY Acquisition, Inc.
KPSKY Acquisition, Inc.

1032

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)


Investments-non-controlled/non-affiliated(1)(2)	Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Construction & Engineering
Investments-non-controlled/non-affiliated(1)(2)
Investments-non-controlled/non-affiliated(1)(2)
KPSKY Acquisition, Inc.	KPSKY Acquisition, Inc.	(5) (8)	L +	5.50%	10.41%	10/19/2028	34,124	$	33,555	$	32,722	2.31	%
KPSKY Acquisition, Inc.	KPSKY Acquisition, Inc.	(5) (8)	L +	5.50%	10.41%	10/19/2028	3,930	3,863		3,768		0.27
KPSKY Acquisition, Inc.	KPSKY Acquisition, Inc.	(5) (8) (13)	L +	5.50%	10.41%	10/19/2028	921	879		761		0.05		(5) (8)	S +	5.25%	10.74%	10/19/2028	7,754	$	$	7,630	$	$	7,576	0.44	0.44	%	%
LJ Avalon Holdings, LLC	LJ Avalon Holdings, LLC	(5) (7)	S +	6.50%	11.33%	02/01/2030	4,163	4,040		4,040		0.29
LJ Avalon Holdings, LLC	LJ Avalon Holdings, LLC	(5) (7) (13)	S +	6.50%	11.33%	02/01/2030	—	(25)		(25)		—
LJ Avalon Holdings, LLC	LJ Avalon Holdings, LLC	(5) (7) (13)	S +	6.50%	11.33%	02/01/2029	—	(20)		(20)		—
								42,292		41,246		2.92
LJ Avalon Holdings, LLC
LJ Avalon Holdings, LLC
LJ Avalon Holdings, LLC
LJ Avalon Holdings, LLC
Superman Holdings, LLC
Superman Holdings, LLC
Superman Holdings, LLC
Superman Holdings, LLC
Superman Holdings, LLC
Superman Holdings, LLC
								47,178
								47,178
								47,178
Containers & Packaging
Containers & Packaging
Containers & Packaging	Containers & Packaging
BP Purchaser, LLC	BP Purchaser, LLC	(5) (8)	L +	5.50%	10.65%	12/11/2028	17,292	16,998		16,320		1.15
Fortis Solutions Group, LLC		(5) (8)	L +	5.50%	10.34%	10/13/2028	26,912	26,461		26,299		1.86
Fortis Solutions Group, LLC		(5) (8)	L +	5.50%	10.34%	10/13/2028	76	75		75		0.01
Fortis Solutions Group, LLC		(5) (8) (13)	L +	5.50%	10.34%	10/15/2028	6	(1)		(17)		—
Fortis Solutions Group, LLC		(5) (8) (13)	L +	5.50%	10.34%	10/15/2027	360	319		298		0.02
								43,852		42,975		3.04
BP Purchaser, LLC
BP Purchaser, LLC
FORTIS Solutions Group, LLC
FORTIS Solutions Group, LLC
FORTIS Solutions Group, LLC
FORTIS Solutions Group, LLC
FORTIS Solutions Group, LLC
FORTIS Solutions Group, LLC
FORTIS Solutions Group, LLC
FORTIS Solutions Group, LLC
FORTIS Solutions Group, LLC
								43,466
								43,466
								43,466
Distributors	Distributors
Distributors
Distributors
48Forty Solutions, LLC
48Forty Solutions, LLC
48Forty Solutions, LLC
48Forty Solutions, LLC	48Forty Solutions, LLC	(5) (6) (7)	S +	5.50%	10.27%	11/30/2026	16,066	15,800		15,378		1.09
48Forty Solutions, LLC	48Forty Solutions, LLC	(5) (7)	S +	6.00%	10.77%	11/30/2026	1,791	1,728		1,742		0.12
48Forty Solutions, LLC	48Forty Solutions, LLC	(5) (7) (13)	P +	4.50%	12.50%	11/30/2026	271	228		155		0.01
ABB Concise Optical Group, LLC	ABB Concise Optical Group, LLC	(5) (8)	L +	7.50%	12.67%	02/23/2028	17,932	17,547		16,539		1.17
ABB Concise Optical Group, LLC	ABB Concise Optical Group, LLC	(5) (8) (13)	P +	6.50%	14.50%	02/23/2028	1,792	1,754		1,646		0.12
ABB Concise Optical Group, LLC
Avalara, Inc.	Avalara, Inc.	(5) (8)	S +	7.25%	12.15%	10/19/2028	10,712	10,459		10,587		0.75
Avalara, Inc.	Avalara, Inc.	(5) (8) (13)	S +	7.25%	12.15%	10/19/2028	—	(25)		(13)		—
Avalara, Inc.
Avalara, Inc.
Avalara, Inc.
Avalara, Inc.
Bradyifs Holdings, LLC
Bradyifs Holdings, LLC
Bradyifs Holdings, LLC
Bradyifs Holdings, LLC
Bradyifs Holdings, LLC
Bradyifs Holdings, LLC
Bradyifs Holdings, LLC
Bradyifs Holdings, LLC
Bradyifs Holdings, LLC
PT Intermediate Holdings III, LLC	PT Intermediate Holdings III, LLC	(5) (8)	S +	5.98%	11.02%	11/01/2028	17,183	17,038		16,028		1.13
PT Intermediate Holdings III, LLC	PT Intermediate Holdings III, LLC	(5) (8)	S +	5.98%	11.02%	11/01/2028	11,377	11,281		10,612		0.75
PT Intermediate Holdings III, LLC	PT Intermediate Holdings III, LLC	(5) (8)	S +	5.98%	11.02%	11/01/2028	15,889	15,752		14,821		1.05
								91,562		87,495		6.19
PT Intermediate Holdings III, LLC
PT Intermediate Holdings III, LLC
PT Intermediate Holdings III, LLC
								98,033
								98,033
								98,033
Diversified Consumer Services	Diversified Consumer Services
Diversified Consumer Services
Diversified Consumer Services
Apex Service Partners, LLC
Apex Service Partners, LLC
Apex Service Partners, LLC
Apex Service Partners, LLC
Apex Service Partners, LLC
Apex Service Partners, LLC
Apex Service Partners, LLC
Apex Service Partners, LLC	Apex Service Partners, LLC	(5) (7)	S +	5.50%	10.25%	07/31/2025	8,272	7,815		7,815		0.55
Apex Service Partners, LLC	Apex Service Partners, LLC	(5) (7) (13)	S +	5.50%	10.25%	07/31/2025	4,042	3,595		3,595		0.25
Assembly Intermediate, LLC	Assembly Intermediate, LLC	(5) (7)	L +	6.50%	11.66%	10/19/2027	20,741	20,407		20,004		1.41
Assembly Intermediate, LLC	Assembly Intermediate, LLC	(5) (7) (13)	L +	6.50%	11.66%	10/19/2027	2,904	2,839		2,720		0.19
Assembly Intermediate, LLC	Assembly Intermediate, LLC	(5) (7) (13)	L +	6.50%	11.66%	10/19/2027	830	798		756		0.05
Assembly Intermediate, LLC
Assembly Intermediate, LLC
Assembly Intermediate, LLC
Assembly Intermediate, LLC
Assembly Intermediate, LLC
Assembly Intermediate, LLC
FPG Intermediate Holdco, LLC
FPG Intermediate Holdco, LLC
FPG Intermediate Holdco, LLC	FPG Intermediate Holdco, LLC	(5) (7)	S +	6.50%	11.41%	03/05/2027	496	487		475		0.03
Groundworks, LLC	Groundworks, LLC	(5) (6) (7)	S +	6.50%	11.44%	03/14/2030	1,059	1,028		1,028		0.07
Groundworks, LLC	Groundworks, LLC	(5) (7) (13)	S +	6.50%	11.44%	03/14/2030	—	(3)		(3)		—
Groundworks, LLC	Groundworks, LLC	(5) (7) (13)	S +	6.50%	11.44%	03/14/2029	—	(2)		(2)		—
Groundworks, LLC
Groundworks, LLC
Groundworks, LLC

1133

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)


Investments-non-controlled/non-affiliated(1)(2)	Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Heartland Home Services		(5) (8) (13)	L +	5.75%	10.59%	12/15/2026	1,960	$	1,944	$	1,905	0.13	%
Investments-non-controlled/non-affiliated(1)(2)
Investments-non-controlled/non-affiliated(1)(2)
Groundworks, LLC
Groundworks, LLC
Groundworks, LLC														(5) (7) (13)	S +	6.50%	11.90%	3/14/2029	—	$	(2)	$	—	—	%
Heartland Home Services, Inc.
Lightspeed Solution, LLC	Lightspeed Solution, LLC	(5) (8)	S +	6.50%	11.37%	03/01/2028	7,656	7,527		7,397		0.52
Lightspeed Solution, LLC	Lightspeed Solution, LLC	(5) (8) (13)	S +	6.50%	11.37%	03/01/2028	171	150		89		0.01
Lightspeed Solution, LLC
Lightspeed Solution, LLC
Lightspeed Solution, LLC
Lightspeed Solution, LLC
LUV Car Wash Group, LLC
LUV Car Wash Group, LLC	LUV Car Wash Group, LLC	(5) (7) (13)	S +	7.00%	11.74%	12/09/2026	371	367		363		0.03
LUV Car Wash Group, LLC	LUV Car Wash Group, LLC	(5) (7)	S +	7.00%	11.74%	12/09/2026	348	345		343		0.02
Magnolia Wash Holdings	Magnolia Wash Holdings	(5) (7)	S +	6.50%	11.35%	07/14/2028	3,757	3,689		3,507		0.25
Magnolia Wash Holdings	Magnolia Wash Holdings	(5) (7)	S +	6.50%	11.35%	07/14/2028	704	691		657		0.05
Magnolia Wash Holdings	Magnolia Wash Holdings	(5) (7) (13)	S +	6.50%	11.35%	07/14/2028	87	84		77		0.01
Mammoth Holdings, LLC		(5) (6) (7)	S +	6.00%	10.85%	10/16/2024	8,013	7,976		7,914		0.56
Mammoth Holdings, LLC		(5) (7)	S +	6.00%	10.85%	10/16/2024	35,875	35,718		35,434		2.50
Mammoth Holdings, LLC		(5) (7) (13)	S +	6.00%	10.85%	10/16/2024	—	(4)		(12)		—
Magnolia Wash Holdings
Magnolia Wash Holdings
Magnolia Wash Holdings
Magnolia Wash Holdings
Magnolia Wash Holdings
Magnolia Wash Holdings
Spotless Brands, LLC	Spotless Brands, LLC	(5) (7)	S +	6.50%	11.31%	07/25/2028	4,526	4,443		4,371		0.31
Spotless Brands, LLC	Spotless Brands, LLC	(5) (7)	S +	6.50%	11.31%	07/25/2028	857	841		827		0.06
Spotless Brands, LLC	Spotless Brands, LLC	(5) (7) (13)	S +	6.50%	11.31%	07/25/2028	29	26		24		—
								100,761		99,284		7.02
Financial Services
Applitools, Inc.		(5) (8) (10)	S +	6.25% PIK	11.06% PIK	05/25/2029	3,287	3,240		3,126		0.22
Applitools, Inc.		(5) (8) (10) (13)	S +	6.25%	11.06%	05/25/2028	—	(7)		(21)		—
Cerity Partners, LLC		(5) (8)	S +	6.75%	11.54%	12/29/2029	4,551	4,417		4,465		0.32
Cerity Partners, LLC		(5) (8) (13)	S +	6.75%	11.54%	12/29/2029	240	39		108		0.01
SitusAMC Holdings Corp.		(5) (8)	L +	5.50%	10.66%	12/22/2027	3,564	3,535		3,442		0.24
Smarsh, Inc.		(5) (8)	S +	6.50%	11.29%	02/16/2029	4,286	4,210		4,138		0.29
Smarsh, Inc.		(5) (8) (13)	S +	6.50%	11.29%	02/16/2029	536	522		499		0.04
Smarsh, Inc.		(5) (8) (13)	S +	6.50%	11.29%	02/16/2029	54	49		44		—
								16,005		15,801		1.12
Spotless Brands, LLC
Spotless Brands, LLC
Spotless Brands, LLC
Spotless Brands, LLC
Spotless Brands, LLC
Spotless Brands, LLC
Vertex Service Partners, LLC
Vertex Service Partners, LLC
Vertex Service Partners, LLC
Vertex Service Partners, LLC
Vertex Service Partners, LLC
Vertex Service Partners, LLC
Vertex Service Partners, LLC
Vertex Service Partners, LLC
Vertex Service Partners, LLC
								81,164
								81,164
								81,164
Electronic Equipment, Instruments & Components	Electronic Equipment, Instruments & Components
Electronic Equipment, Instruments & Components
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC
Abracon Group Holdings, LLC
Abracon Group Holdings, LLC
Abracon Group Holdings, LLC
Abracon Group Holdings, LLC
Abracon Group Holdings, LLC
Abracon Group Holdings, LLC	Abracon Group Holdings, LLC	(5) (8)	P +	4.75%	12.75%	07/06/2028	5,520	5,421		5,323		0.38
Abracon Group Holdings, LLC	Abracon Group Holdings, LLC	(5) (8) (13)	P +	4.75%	12.75%	07/06/2028	—	(9)		(36)		—
Abracon Group Holdings, LLC	Abracon Group Holdings, LLC	(5) (8) (13)	P +	4.75%	12.75%	07/06/2028	—	(7)		(14)		—
Dwyer Instruments, Inc.	Dwyer Instruments, Inc.	(5) (8)	L +	6.00%	11.16%	07/21/2027	8,039	7,897		7,744		0.55
Dwyer Instruments, Inc.	Dwyer Instruments, Inc.	(5) (8) (13)	L +	6.00%	11.16%	07/21/2027	—	(17)		(74)		(0.01)
Dwyer Instruments, Inc.	Dwyer Instruments, Inc.	(5) (8) (13)	L +	6.00%	11.16%	07/21/2027	225	208		188		0.01
Dwyer Instruments, Inc.
Dwyer Instruments, Inc.
Dwyer Instruments, Inc.
Dwyer Instruments, Inc.
Dwyer Instruments, Inc.
Dwyer Instruments, Inc.
Infinite Bidco, LLC	Infinite Bidco, LLC	(5) (9)	L +	6.25%	10.91%	03/02/2028	12,454	12,091		12,090		0.85
Infinite Bidco, LLC
Infinite Bidco, LLC
Magneto Components Buyco, LLC
Magneto Components Buyco, LLC
Magneto Components Buyco, LLC
Magneto Components Buyco, LLC
Magneto Components Buyco, LLC
Magneto Components Buyco, LLC
Magneto Components Buyco, LLC
Magneto Components Buyco, LLC
Magneto Components Buyco, LLC
								45,611
								45,611
								45,611
								25,584		25,221		1.78
Food Products
AMCP Pet Holdings, Inc. (Brightpet)		(5) (6) (7)	L +	6.25%	11.40%	10/05/2026	17,106	16,774		16,792		1.19
AMCP Pet Holdings, Inc. (Brightpet)		(5) (7)	L +	6.25%	11.40%	10/05/2026	16,292	15,967		15,992		1.13
Financial Services

Financial Services

Financial Services
Applitools, Inc.
Applitools, Inc.
Applitools, Inc.
Applitools, Inc.
Applitools, Inc.
Applitools, Inc.
Cerity Partners, LLC
Cerity Partners, LLC
Cerity Partners, LLC
Cerity Partners, LLC
Cerity Partners, LLC
Cerity Partners, LLC
GC Waves Holdings, Inc.
GC Waves Holdings, Inc.
GC Waves Holdings, Inc.
GC Waves Holdings, Inc.
GC Waves Holdings, Inc.
GC Waves Holdings, Inc.

1234

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)


Investments-non-controlled/non-affiliated(1)(2)	Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Investments-non-controlled/non-affiliated(1)(2)
Investments-non-controlled/non-affiliated(1)(2)
GC Waves Holdings, Inc.
GC Waves Holdings, Inc.
GC Waves Holdings, Inc.														(5) (8) (13)	S +	6.00%	11.46%	8/11/2028	—	$	(6)	$	(6)	—	%
SitusAMC Holdings Corp.
Smarsh, Inc.
Smarsh, Inc.
Smarsh, Inc.
Smarsh, Inc.
Smarsh, Inc.
Smarsh, Inc.
Smarsh, Inc.
Smarsh, Inc.
Smarsh, Inc.
Trintech, Inc.
Trintech, Inc.
Trintech, Inc.
Trintech, Inc.
Trintech, Inc.
Trintech, Inc.
								59,701
								59,701
								59,701
Food Products
Food Products
Food Products
AMCP Pet Holdings, Inc. (Brightpet)
AMCP Pet Holdings, Inc. (Brightpet)
AMCP Pet Holdings, Inc. (Brightpet)
AMCP Pet Holdings, Inc. (Brightpet)
AMCP Pet Holdings, Inc. (Brightpet)
AMCP Pet Holdings, Inc. (Brightpet)	AMCP Pet Holdings, Inc. (Brightpet)	(5) (7)	L +	6.25%	11.08%	10/05/2026	5,833	$	5,729	$	5,726	0.40	%
Nellson Nutraceutical, Inc.	Nellson Nutraceutical, Inc.	(5) (6) (7)	S +	5.75%	10.49%	12/23/2025	23,545	23,284		23,243		1.64
Nellson Nutraceutical, Inc.
Nellson Nutraceutical, Inc.
Teasdale Foods, Inc. (Teasdale Latin Foods)	Teasdale Foods, Inc. (Teasdale Latin Foods)	(5) (7)	S +	7.25% (incl. 1.00% PIK)	12.29%	12/18/2025	10,839	10,712		9,156		0.65
								72,466		70,909		5.01
Teasdale Foods, Inc. (Teasdale Latin Foods)
Teasdale Foods, Inc. (Teasdale Latin Foods)
								73,733
								73,733
								73,733
Health Care Equipment & Supplies	Health Care Equipment & Supplies
Performance Health & Wellness		(5) (6) (7)	L +	6.00%	11.16%	07/12/2027	9,398	9,255		9,039		0.64
Health Care Equipment & Supplies
Health Care Equipment & Supplies
Performance Health Holdings, Inc.
Performance Health Holdings, Inc.
Performance Health Holdings, Inc.
PerkinElmer U.S., LLC	PerkinElmer U.S., LLC	(5) (6) (7)	S +	6.75%	11.86%	03/13/2029	3,903	3,786		3,786		0.27
								13,041		12,825		0.91
PerkinElmer U.S., LLC
PerkinElmer U.S., LLC
Tidi Legacy Products, Inc.
Tidi Legacy Products, Inc.
Tidi Legacy Products, Inc.
Tidi Legacy Products, Inc.
Tidi Legacy Products, Inc.
Tidi Legacy Products, Inc.
Tidi Legacy Products, Inc.
Tidi Legacy Products, Inc.
Tidi Legacy Products, Inc.
YI, LLC
YI, LLC
YI, LLC
YI, LLC
YI, LLC
YI, LLC
YI, LLC
YI, LLC
YI, LLC
								22,434
								22,434
								22,434
Health Care Providers & Services
Health Care Providers & Services
Health Care Providers & Services	Health Care Providers & Services
Advarra Holdings, Inc.	Advarra Holdings, Inc.	(5) (8)	S +	5.75%	10.56%	08/24/2029	457	450		438		0.03
Advarra Holdings, Inc.	Advarra Holdings, Inc.	(5) (8) (13)	S +	5.75%	10.56%	08/24/2029	—	—		(2)		—
Advarra Holdings, Inc.
Advarra Holdings, Inc.
Advarra Holdings, Inc.
Advarra Holdings, Inc.
DCA Investment Holdings, LLC
DCA Investment Holdings, LLC
DCA Investment Holdings, LLC
DCA Investment Holdings, LLC	DCA Investment Holdings, LLC	(5) (6) (8)	S +	6.41%	11.30%	04/03/2028	11,022	10,896		10,660		0.75
DCA Investment Holdings, LLC	DCA Investment Holdings, LLC	(5) (8)	S +	6.41%	11.30%	04/03/2028	2,743	2,700		2,653		0.19
DCA Investment Holdings, LLC	DCA Investment Holdings, LLC	(5) (8) (13)	S +	6.50%	11.40%	04/03/2028	237	221		208		0.01
Gateway US Holdings, Inc.	Gateway US Holdings, Inc.	(5) (8) (10)	S +	6.50%	11.55%	09/22/2026	752	746		742		0.05
Gateway US Holdings, Inc.	Gateway US Holdings, Inc.	(5) (8) (10) (13)	S +	6.50%	11.55%	09/22/2026	206	204		203		0.01
Gateway US Holdings, Inc.	Gateway US Holdings, Inc.	(5) (8) (10) (13)	S +	6.50%	11.55%	09/22/2026	17	16		16		—
Gateway US Holdings, Inc.
Gateway US Holdings, Inc.
Gateway US Holdings, Inc.
Gateway US Holdings, Inc.
Gateway US Holdings, Inc.
Gateway US Holdings, Inc.
Heartland Veterinary Partners, LLC	Heartland Veterinary Partners, LLC	(5) (7)	S +	4.75%	9.56%	12/10/2026	1,861	1,847		1,831		0.13
Heartland Veterinary Partners, LLC	Heartland Veterinary Partners, LLC	(5) (7) (13)	S +	4.75%	9.56%	12/10/2026	4,061	4,030		3,993		0.28
Heartland Veterinary Partners, LLC	Heartland Veterinary Partners, LLC	(5) (7) (13)	S +	4.75%	9.56%	12/10/2026	—	(3)		(6)		—
iCIMS, Inc.		(5) (8)	S +	7.25%	12.05%	08/18/2028	6,568	6,459		6,496		0.46
Intelerad Medical Systems Incorporated		(5) (7) (10)	S +	6.50%	11.41%	08/21/2026	499	486		477		0.03
mPulse Mobile, Inc.		(5) (8)	L +	5.25%	10.19%	12/17/2027	17,456	17,169		16,983		1.20
mPulse Mobile, Inc.		(5) (8) (13)	L +	5.25%	10.19%	12/17/2027	—	(16)		(54)		—
mPulse Mobile, Inc.		(5) (8) (13)	L +	5.25%	10.19%	12/17/2027	212	204		198		0.01
PPV Intermediate Holdings, LLC		(5) (8)	S +	5.75%	10.58%	08/31/2029	4,357	4,184		4,184		0.30
Promptcare Infusion Buyer, Inc.		(5) (7)	L +	6.00%	10.72%	09/01/2027	9,050	8,908		8,760		0.62
Promptcare Infusion Buyer, Inc.		(5) (7) (13)	L +	6.00%	10.72%	09/01/2027	1,244	1,209		1,138		0.08
Southern Veterinary Partners, LLC		(5) (7)	S +	5.50%	10.36%	10/05/2027	897	881		860		0.06
Stepping Stones Healthcare Services, LLC		(5) (8)	L +	5.75%	10.91%	01/02/2029	4,331	4,275		4,144		0.29
Stepping Stones Healthcare Services, LLC		(5) (8) (13)	L +	5.75%	10.91%	01/02/2029	722	710		668		0.05
Stepping Stones Healthcare Services, LLC		(5) (8) (13)	P +	4.75%	12.75%	12/30/2026	400	393		373		0.03
Suveto		(5) (8) (13)	L +	5.00%	9.86%	09/09/2027	11,335	11,236		10,761		0.76
Suveto		(5) (8) (13)	L +	5.00%	9.86%	09/09/2027	567	551		521		0.04
Tivity Health, Inc.		(5) (8)	S +	6.00%	10.90%	06/28/2029	3,701	3,650		3,621		0.26
Vardiman Black Holdings, LLC		(5) (9)	S +	7.00%	11.77%	03/18/2027	3,403	3,375		3,265		0.23
Heartland Veterinary Partners, LLC
Heartland Veterinary Partners, LLC
Heartland Veterinary Partners, LLC
Heartland Veterinary Partners, LLC
Heartland Veterinary Partners, LLC
Heartland Veterinary Partners, LLC

1335

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Vardiman Black Holdings, LLC (5) (9) (13) S + 7.00% 11.61% 03/18/2027 3,978 $ 3,944 $ 3,814 0.27 %
Vermont Aus Pty Ltd (5) (8) (10) S + 5.50% 10.55% 03/23/2028 8,415 8,230 8,036 0.57
96,955 94,981 6.71
Health Care Technology
Lightspeed Buyer, Inc. (5) (6) (7) L + 5.50% 10.43% 02/03/2026 9,164 9,002 8,926 0.63
Lightspeed Buyer, Inc. (5) (7) L + 5.50% 10.43% 02/03/2026 3,472 3,425 3,382 0.24
Lightspeed Buyer, Inc. (5) (7) L + 5.50% 10.34% 02/03/2026 9,987 9,805 9,727 0.69
22,232 22,035 1.56
Industrial Conglomerates
Excelitas Technologies Corp. (5) (8) S + 5.75% 10.61% 08/13/2029 1,469 1,443 1,414 0.10
Excelitas Technologies Corp. (5) (8) E + 5.75% 8.36% 08/13/2029 € 242 245 253 0.02
Excelitas Technologies Corp. (5) (8) (13) S + 5.75% 10.61% 08/13/2029 — (2) (7) —
Excelitas Technologies Corp. (5) (8) (13) S + 5.75% 10.61% 08/14/2028 51 49 46 —
Raptor Merger Sub Debt, LLC (5) (6) (8) S + 6.75% 11.65% 04/01/2029 32,477 31,554 31,574 2.23
Raptor Merger Sub Debt, LLC (5) (8) (13) S + 6.75% 11.56% 04/01/2028 326 258 258 0.02
33,547 33,538 2.37
Insurance Services
Amerilife Holdings, LLC (5) (8) S + 5.75% 10.88% 08/31/2029 2,039 2,001 1,950 0.14
Amerilife Holdings, LLC (5) (8) (13) S + 5.75% 10.88% 08/31/2029 582 568 543 0.04
Amerilife Holdings, LLC (5) (8) (13) S + 5.75% 10.88% 08/31/2028 — (8) (19) —
Foundation Risk Partners Corp. (5) (8) S + 6.00% 11.00% 10/29/2028 42,858 42,319 39,408 2.79
Foundation Risk Partners Corp. (5) (8) S + 6.00% 11.00% 10/29/2028 9,321 9,203 8,571 0.61
Foundation Risk Partners Corp. (5) (8) (13) S + 6.00% 11.00% 10/29/2027 — (52) (368) (0.03)
Galway Borrower, LLC (5) (8) S + 5.25% 10.24% 09/29/2028 32,189 31,661 31,095 2.20
Galway Borrower, LLC (5) (8) (13) S + 5.25% 10.24% 09/29/2028 — (7) (10) —
Galway Borrower, LLC (5) (8) (13) S + 5.25% 10.24% 09/30/2027 441 410 372 0.03
Higginbotham Insurance Agency, Inc. (5) (6) (8) L + 5.25% 10.09% 11/25/2026 18,435 18,251 18,085 1.28
High Street Buyer, Inc. (5) (6) (8) L + 6.00% 11.05% 04/14/2028 9,967 9,813 9,769 0.69
High Street Buyer, Inc. (5) (6) (8) L + 6.00% 11.05% 04/14/2028 40,023 39,383 39,231 2.77
High Street Buyer, Inc. (5) (8) (13) L + 6.00% 11.05% 04/16/2027 — (29) (42) —
Integrity Marketing Acquisition, LLC (5) (6) (8) L + 6.05% 11.00% 08/27/2025 43,946 43,606 42,878 3.03
Integrity Marketing Acquisition, LLC (5) (8) L + 6.05% 11.00% 08/27/2025 24,536 24,329 23,940 1.69
Integrity Marketing Acquisition, LLC (5) (8) L + 6.05% 11.00% 08/27/2025 17,246 17,080 16,827 1.19
Keystone Agency Investors (5) (7) S + 5.75% 10.80% 05/03/2027 3,507 3,461 3,447 0.24
Keystone Agency Investors (5) (7) S + 5.75% 10.80% 05/03/2027 4,038 3,986 3,969 0.28
Long Term Care Group, Inc. (5) (8) S + 6.00% 10.90% 09/08/2027 4,950 4,866 4,438 0.31
Majesco (5) (6) (7) L + 7.25% 12.41% 09/21/2027 23,361 22,908 22,585 1.60


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares		Cost(4)		Fair Value		Percentage of Net Assets
iCIMS, Inc.	(5) (8)	S +	7.25% (incl. 3.88% PIK)	12.62%	8/18/2028	7,064		$	6,963	$	7,064	0.41	%
iCIMS, Inc.	(5) (8) (13)	S +	7.25% (incl. 3.88% PIK)	12.62%	8/18/2028	—		(1)		—		—
iCIMS, Inc.	(5) (8) (13)	S +	7.25% (incl. 3.88% PIK)	12.62%	8/18/2028	8		7		8		—
Intelerad Medical Systems Incorporated	(5) (7) (10)	S +	6.50%	12.03%	8/21/2026	495		484		466		0.03
Intelerad Medical Systems Incorporated	(5) (7) (10)	S +	6.50%	12.03%	8/21/2026	34		33		32		—
mPulse Mobile, Inc.	(5) (8)	S +	6.50%	11.83%	12/17/2027	40,740		39,916		39,947		2.32
mPulse Mobile, Inc.	(5) (8)	S +	6.50%	11.98%	12/17/2027	5,417		5,300		5,308		0.31
mPulse Mobile, Inc.	(5) (8) (13)	S +	6.50%	11.83%	12/17/2027	—		(60)		(59)		—
Pareto Health Intermediate Holdings, Inc.	(5)(7)	S +	6.50%	11.97%	5/31/2030	6,745		6,619		6,695		0.39
Pareto Health Intermediate Holdings, Inc.	(5) (7)(13)	S +	6.50%	11.97%	5/31/2029	—		(14)		(6)		—
PPV Intermediate Holdings, LLC	(5) (8)	S +	5.75%	11.14%	8/31/2029	4,357		4,198		4,275		0.25
PPV Intermediate Holdings, LLC	(5) (8) (13)	S +	5.75%	11.14%	8/31/2029	—		(71)		(124)		(0.01)
Promptcare Infusion Buyer, Inc.	(5) (7)	S +	6.00%	11.46%	9/1/2027	8,981		8,860		8,865		0.52
Promptcare Infusion Buyer, Inc.	(5) (7)	S +	6.00%	11.46%	9/1/2027	1,399		1,385		1,381		0.08
Stepping Stones Healthcare Services, LLC	(5) (8)	S +	5.75%	11.20%	1/2/2029	4,288		4,237		4,227		0.25
Stepping Stones Healthcare Services, LLC	(5) (8) (13)	S +	5.75%	11.20%	1/2/2029	965		952		947		0.06
Stepping Stones Healthcare Services, LLC	(5) (8) (13)	S +	5.75%	11.20%	12/30/2026	—		(6)		(9)		—
Suveto	(5) (8)	S +	4.25%	9.71%	9/9/2027	11,837		11,753		11,597		0.67
Suveto	(5) (8) (13)	S +	4.25%	9.71%	9/9/2027	366		352		340		0.02
Tivity Health, Inc.	(5) (8)	S +	6.00%	11.35%	6/28/2029	3,674		3,627		3,668		0.21
Vardiman Black Holdings, LLC	(5) (9) (11)	S +	9.00% (incl. 2.00% PIK)	14.40%	3/18/2027	3,386		3,360		2,815		0.16
Vardiman Black Holdings, LLC	(5) (9) (11)	S +	9.00% (incl. 2.00% PIK)	14.40%	3/18/2027	4,020		3,988		3,342		0.19
Vermont Aus Pty Ltd	(5) (8) (10)	S +	5.50%	11.00%	3/23/2028	8,351		8,190		8,194		0.48
								139,406		138,138		8.03
Health Care Technology
Hyland Software, Inc.	(5) (6) (8)	S +	6.00%	11.36%	9/19/2030	39,656		39,077		39,212		2.28
Hyland Software, Inc.	(5) (8) (13)	S +	6.00%	11.36%	9/19/2029	—		(27)		(21)		—
Lightspeed Buyer, Inc.	(5) (6) (7)	S +	5.25%	10.71%	2/3/2026	12,540		12,381		12,429		0.72
Lightspeed Buyer, Inc.	(5) (7)	S +	5.25%	10.71%	2/3/2026	9,911		9,774		9,823		0.57
								61,205		61,443		3.57
Industrial Conglomerates
Excelitas Technologies Corp.	(5) (8)	S +	5.75%	11.23%	8/13/2029	1,455		1,431		1,442		0.08
Excelitas Technologies Corp.	(5) (8)	E +	5.75%	9.74%	8/13/2029	€	239	244		262		0.02

1436

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Majesco (5) (7) (13) L + 7.25% 12.41% 09/21/2026 — $ (27) $ (52) — %
Oakbridge Insurance Agency, LLC (5) (7) S + 5.75% 10.66% 12/31/2026 1,077 1,062 1,054 0.07
Oakbridge Insurance Agency, LLC (5) (7) (13) S + 5.75% 10.66% 12/31/2026 92 89 83 0.01
Oakbridge Insurance Agency, LLC (5) (7) (13) S + 5.75% 10.66% 12/31/2026 24 23 23 —
Patriot Growth Insurance Services, LLC (5) (6) (8) L + 5.50% 10.44% 10/16/2028 62,833 61,777 60,546 4.28
Patriot Growth Insurance Services, LLC (5) (8) (13) L + 5.50% 10.44% 10/16/2028 — (71) (163) (0.01)
Peter C. Foy & Associates Insurance Services, LLC (5) (8) L + 6.00% 11.21% 11/01/2028 17,748 17,598 17,059 1.21
Peter C. Foy & Associates Insurance Services, LLC (5) (8) S + 6.00% 11.12% 11/01/2028 907 895 872 0.06
Peter C. Foy & Associates Insurance Services, LLC (5) (8) L + 6.00% 11.21% 11/01/2028 4,930 4,888 4,739 0.34
Peter C. Foy & Associates Insurance Services, LLC (5) (8) S + 6.00% 11.47% 11/01/2028 2,271 2,239 2,183 0.15
Peter C. Foy & Associates Insurance Services, LLC (5) (8) (13) L + 6.00% 11.21% 11/01/2027 — (6) (32) —
RSC Acquisition, Inc. (5) (6) (8) S + 5.50% 10.45% 10/30/2026 16,486 16,211 16,099 1.14
RSC Acquisition, Inc. (5) (8) S + 5.50% 10.45% 10/30/2026 16,163 16,043 15,783 1.12
World Insurance Associates, LLC (5) (6) (7) S + 5.75% 10.65% 04/01/2026 33,246 32,470 32,448 2.29
World Insurance Associates, LLC (5) (6) (7) S + 5.75% 10.65% 04/01/2026 31,091 30,492 30,344 2.15
World Insurance Associates, LLC (5) (7) (13) S + 5.75% 10.65% 04/01/2026 825 809 794 0.06
458,241 448,449 31.70
Interactive Media & Services
FMG Suite Holdings, LLC (5) (7) S + 5.50% 10.23% 10/30/2026 24,055 23,714 23,601 1.67
FMG Suite Holdings, LLC (5) (7) S + 5.50% 10.23% 10/30/2026 5,211 5,143 5,112 0.36
FMG Suite Holdings, LLC (5) (7) (13) S + 5.50% 10.23% 10/30/2026 551 517 502 0.04
Spectrio, LLC (5) (6) (7) L + 6.00% 11.00% 12/09/2026 31,490 31,120 30,957 2.19
Spectrio, LLC (5) (7) L + 6.00% 11.00% 12/09/2026 12,711 12,662 12,496 0.88
Spectrio, LLC (5) (7) (13) L + 6.00% 11.00% 12/09/2026 2,477 2,428 2,410 0.17
Triple Lift, Inc. (5) (6) (8) S + 5.50% 10.44% 05/08/2028 27,510 27,083 26,520 1.87
Triple Lift, Inc. (5) (8) (13) S + 5.25% 9.58% 05/08/2028 1,533 1,475 1,389 0.10
104,142 102,987 7.28
IT Services
Atlas Purchaser, Inc. (6) (8) L + 5.25% 10.39% 05/08/2028 8,899 8,761 6,089 0.43
Catalis Intermediate, Inc. (5) (6) (8) L + 5.50% 10.66% 08/04/2027 39,659 38,897 34,927 2.47
Catalis Intermediate, Inc. (5) (8) (13) L + 5.50% 10.66% 08/04/2027 8,923 8,716 7,359 0.52
Catalis Intermediate, Inc. (5) (8) (13) L + 5.50% 10.66% 08/04/2027 3,814 3,737 3,308 0.23
Donuts, Inc. (5) (6) (7) S + 6.00% 10.97% 12/29/2027 18,328 18,055 18,013 1.27
Donuts, Inc. (5) (7) S + 6.00% 10.97% 12/29/2027 6,718 6,718 6,603 0.47
Donuts, Inc. (5) (7) (13) S + 6.00% 10.97% 12/29/2027 — — (55) —
Recovery Point Systems, Inc. (5) (6) (7) L + 6.50% 11.25% 08/12/2026 40,950 40,441 40,950 2.89
Recovery Point Systems, Inc. (5) (7) (13) L + 6.50% 11.25% 08/12/2026 — (45) — —


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Excelitas Technologies Corp.	(5) (8) (13)	S +	5.75%	11.23%	8/13/2029	126	$	124	$	125	0.01	%
Excelitas Technologies Corp.	(5) (8) (13)	S +	5.75%	11.23%	8/14/2028	80	78		79		—
Raptor Merger Sub Debt, LLC	(5) (6) (8)	S +	6.75%	12.10%	4/1/2029	32,233	31,399		32,201		1.87
Raptor Merger Sub Debt, LLC	(5) (8) (13)	S +	6.75%	12.10%	4/1/2028	488	431		486		0.03
							33,707		34,595		2.01
Insurance Services
Amerilife Holdings, LLC	(5) (8)	S +	5.75%	11.15%	8/31/2029	2,024	1,989		1,997		0.12
Amerilife Holdings, LLC	(5) (8) (13)	S +	5.75%	11.15%	8/31/2029	722	708		710		0.04
Amerilife Holdings, LLC	(5) (8) (13)	S +	5.75%	11.15%	8/31/2028	—	(7)		(6)		—
Foundation Risk Partners Corp.	(5) (8)	S +	6.00%	11.45%	10/29/2028	42,533	42,053		42,533		2.47
Foundation Risk Partners Corp.	(5) (8)	S +	6.00%	11.45%	10/29/2028	9,251	9,146		9,251		0.54
Foundation Risk Partners Corp.	(5) (8) (13)	S +	6.00%	11.45%	10/29/2027	—	(44)		—		—
Galway Borrower, LLC	(5) (8)	S +	5.25%	10.71%	9/29/2028	33,377	32,879		32,430		1.88
Galway Borrower, LLC	(5) (8) (13)	S +	5.25%	10.71%	9/29/2028	—	(15)		(18)		—
Galway Borrower, LLC	(5) (8) (13)	S +	5.25%	10.71%	9/30/2027	—	(26)		(59)		—
Higginbotham Insurance Agency, Inc.	(5) (6) (7)	S +	5.50%	10.96%	11/24/2028	18,295	18,118		18,290		1.06
Higginbotham Insurance Agency, Inc.	(5) (7) (13)	S +	5.50%	10.96%	11/24/2028	2,494	2,464		2,493		0.14
High Street Buyer, Inc.	(5) (6) (8)	S +	5.75%	11.25%	4/14/2028	9,890	9,756		9,890		0.57
High Street Buyer, Inc.	(5) (6) (8)	S +	5.75%	11.25%	4/14/2028	39,719	39,156		39,719		2.31
High Street Buyer, Inc.	(5) (8) (13)	S +	5.75%	11.25%	4/16/2027	—	(23)		—		—
Long Term Care Group, Inc.	(5) (8)	S +	7.00% (incl. 6.00% PIK)	12.66%	9/8/2027	5,115	5,043		4,235		0.25
Inszone Mid, LLC	(5) (7)	S +	5.75%	11.11%	11/12/2029	4,460	4,372		4,372		0.25
Inszone Mid, LLC	(5) (7) (13)	S +	5.75%	11.11%	11/12/2029	533	463		464		0.03
Inszone Mid, LLC	(5) (7) (13)	S +	5.75%	11.11%	11/12/2029	—	(16)		(16)		—
Integrity Marketing Acquisition, LLC	(5) (6) (8)	S +	6.00%	11.39%	8/27/2026	392	385		384		0.02
Integrity Marketing Acquisition, LLC	(5) (6) (8)	S +	6.00%	11.54%	8/27/2026	85,345	84,685		83,705		4.86
Integrity Marketing Acquisition, LLC	(5) (8) (13)	S +	6.00%	11.39%	8/27/2026	—	(2)		(1)		—
Keystone Agency Investors	(5) (7)	S +	5.50%	11.00%	5/3/2027	3,480	3,442		3,429		0.20
Keystone Agency Investors	(5) (7)	S +	5.50%	11.00%	5/3/2027	4,007	3,964		3,948		0.23
Majesco	(5) (6) (7)	S +	7.25%	12.60%	9/21/2027	23,182	22,792		22,920		1.33
Majesco	(5) (7) (13)	S +	7.25%	12.60%	9/21/2026	—	(21)		(18)		—
Patriot Growth Insurance Services, LLC	(5) (6) (8)	S +	5.50%	11.00%	10/16/2028	62,358	61,419		61,747		3.59
Patriot Growth Insurance Services, LLC	(5) (8) (13)	S +	5.50%	11.00%	10/16/2028	—	(61)		(44)		—
Peter C. Foy & Associates Insurance Services, LLC	(5) (6) (8)	S +	6.00%	11.47%	11/1/2028	20,205	20,029		19,938		1.16
Peter C. Foy & Associates Insurance Services, LLC	(5) (8) (13)	S +	6.00%	11.47%	11/1/2028	7,140	7,060		7,033		0.41
Peter C. Foy & Associates Insurance Services, LLC	(5) (8) (13)	S +	6.00%	11.47%	11/1/2027	—	(5)		(12)		—

1537

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Redwood Services Group, LLC (5) (8) S + 6.00% 11.15% 06/15/2029 10,911 $ 10,711 $ 10,547 0.75 %
Redwood Services Group, LLC (5) (8) (13) S + 6.00% 11.15% 06/15/2029 2,590 2,560 2,503 0.18
Syntax Systems Ltd (5) (8) (10) L + 5.75% 10.59% 10/29/2028 35,362 35,067 33,789 2.39
Syntax Systems Ltd (5) (8) (10) (13) L + 5.75% 10.59% 10/29/2028 — (75) (416) (0.03)
Syntax Systems Ltd (5) (8) (10) (13) L + 5.75% 10.59% 10/29/2026 2,495 2,468 2,328 0.16
Thrive Buyer, Inc. (Thrive Networks) (5) (6) (7) L + 6.00% 11.16% 01/22/2027 20,509 20,221 20,168 1.43
Thrive Buyer, Inc. (Thrive Networks) (5) (7) L + 6.00% 11.16% 01/22/2027 17,042 16,792 16,759 1.18
Thrive Buyer, Inc. (Thrive Networks) (5) (7) (13) P + 5.00% 13.00% 01/22/2027 661 634 628 0.04
UpStack, Inc. (5) (7) S + 5.75% 10.93% 08/20/2027 9,712 9,523 9,421 0.67
UpStack, Inc. (5) (7) S + 5.75% 10.91% 08/20/2027 4,333 4,237 4,203 0.30
UpStack, Inc. (5) (7) (13) S + 5.75% 10.93% 08/20/2027 — (18) (26) —
227,400 217,098 15.35
Leisure Products
GSM Acquisition Corp. (GSM Outdoors) (5) (6) (7) S + 5.00% 10.16% 11/16/2026 17,402 17,282 16,249 1.15
GSM Acquisition Corp. (GSM Outdoors) (5) (7) S + 5.00% 10.16% 11/16/2026 4,479 4,438 4,182 0.30
GSM Acquisition Corp. (GSM Outdoors) (5) (7) (13) S + 5.00% 10.16% 11/16/2026 — (37) (284) (0.02)
21,683 20,147 1.42
Machinery
Answer Acquisition, LLC (5) (7) L + 5.75% 10.91% 12/30/2026 10,692 10,524 10,357 0.73
Answer Acquisition, LLC (5) (7) (13) L + 5.75% 10.91% 12/30/2026 — (13) (26) —
Komline Sanderson Engineering Corp. (5) (9) L + 6.00% 10.93% 03/17/2026 27,016 26,834 25,692 1.82
Komline Sanderson Engineering Corp. (5) (6) (9) S + 6.00% 11.10% 03/17/2026 9,035 8,970 8,593 0.61
Komline Sanderson Engineering Corp. (5) (9) (13) S + 6.00% 11.10% 03/17/2026 — (66) (418) (0.03)
Komline Sanderson Engineering Corp. (5) (9) (13) S + 6.00% 11.10% 03/17/2026 — (28) (233) (0.02)
MHE Intermediate Holdings, LLC (5) (6) (7) S + 6.00% 10.91% 07/21/2027 28,319 27,886 27,509 1.94
MHE Intermediate Holdings, LLC (5) (7) S + 6.50% 11.46% 07/21/2027 4,408 4,327 4,320 0.31
MHE Intermediate Holdings, LLC (5) (6) (7) S + 6.25% 11.16% 07/21/2027 120 117 117 0.01
MHE Intermediate Holdings, LLC (5) (7) S + 6.25% 10.91% 07/21/2027 3,702 3,644 3,596 0.25
MHE Intermediate Holdings, LLC (5) (7) (13) S + 6.00% 10.82% 07/21/2027 350 314 278 0.02
82,509 79,785 5.64
Multi-Utilities
AWP Group Holdings, Inc. (5) (6) (7) S + 4.75% 9.63% 12/22/2027 1,946 1,811 1,811 0.13
AWP Group Holdings, Inc. (5) (6) (7) L + 4.75% 9.80% 12/22/2027 1,019 1,007 949 0.07
AWP Group Holdings, Inc. (5) (7) L + 4.75% 9.80% 12/22/2027 131 130 122 0.01
AWP Group Holdings, Inc. (5) (7) (13) L + 4.75% 9.80% 12/22/2026 54 52 43 —
Ground Penetrating Radar Systems, LLC (5) (6) (7) S + 4.75% 10.01% 06/26/2026 8,660 8,547 8,480 0.60
Ground Penetrating Radar Systems, LLC (5) (7) S + 4.75% 10.01% 06/26/2026 1,620 1,602 1,586 0.11


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
RSC Acquisition, Inc.	(5) (6) (8)	S +	5.50%	11.02%	11/1/2029	32,400	$	31,989	$	32,125	1.87	%
RSC Acquisition, Inc.	(5) (8) (13)	S +	6.00%	11.39%	11/1/2029	135	124		128		0.01
Summit Acquisition, Inc.	(5) (6) (8)	S +	6.75%	12.10%	5/1/2030	7,353	7,146		7,242		0.42
Summit Acquisition, Inc.	(5) (8) (13)	S +	6.75%	12.10%	5/1/2030	—	(22)		(25)		—
Summit Acquisition, Inc.	(5) (8) (13)	S +	6.75%	12.10%	5/1/2029	—	(22)		(12)		—
World Insurance Associates, LLC	(5) (6) (7)	S +	6.00%	11.36%	4/3/2028	64,847	63,382		62,776		3.65
World Insurance Associates, LLC	(5) (7) (13)	S +	6.00%	11.36%	4/3/2028	—	(11)		(41)		—
							472,289		471,507		27.39
Interactive Media & Services
FMG Suite Holdings, LLC	(5) (7)	S +	5.50%	10.78%	10/30/2026	23,574	23,267		23,392		1.36
FMG Suite Holdings, LLC	(5) (7)	S +	5.50%	10.78%	10/30/2026	4,568	4,521		4,538		0.26
FMG Suite Holdings, LLC	(5) (13)	P +	4.25%	12.75%	10/30/2026	777	753		762		0.04
Spectrio, LLC	(5) (6) (7)	S +	6.00% (incl. 5.00% PIK)	11.38%	12/9/2026	31,645	31,343		30,028		1.74
Spectrio, LLC	(5) (7)	S +	6.00% (incl. 5.00% PIK)	11.38%	12/9/2026	12,765	12,725		12,113		0.70
Spectrio, LLC	(5) (7) (13)	S +	6.00% (incl. 5.00% PIK)	11.38%	12/9/2026	3,498	3,460		3,294		0.19
Triple Lift, Inc.	(5) (6) (8)	S +	5.75%	11.17%	5/5/2028	27,300	26,926		25,400		1.48
Triple Lift, Inc.	(5) (8) (13)	S +	5.75%	11.17%	5/5/2028	1,533	1,484		1,255		0.07
							104,479		100,782		5.86
IT Services
Atlas Purchaser, Inc.	(6) (8)	S +	5.25%	10.88%	5/8/2028	8,831	8,710		5,210		0.30
Catalis Intermediate, Inc.	(5) (6) (8)	S +	5.50%	11.00%	8/4/2027	39,357	38,709		37,192		2.16
Catalis Intermediate, Inc.	(5) (8)	S +	5.50%	11.00%	8/4/2027	8,855	8,723		8,368		0.49
Catalis Intermediate, Inc.	(5) (8) (13)	S +	5.50%	11.00%	8/4/2027	1,460	1,396		1,227		0.07
Donuts, Inc.	(5) (6) (7)	S +	6.00%	11.59%	12/29/2027	24,855	24,618		24,838		1.44
Recovery Point Systems, Inc.	(5) (6) (7)	S +	6.50%	11.07%	8/12/2026	40,635	40,229		40,635		2.36
Recovery Point Systems, Inc.	(5) (7) (13)	S +	6.50%	11.07%	8/12/2026	—	(35)		—		—
Redwood Services Group, LLC	(5) (8)	S +	6.25%	11.70%	6/15/2029	10,829	10,648		10,563		0.61
Redwood Services Group, LLC	(5) (8) (13)	S +	6.25%	11.70%	6/15/2029	5,706	5,645		5,553		0.32
Syntax Systems Ltd	(5) (8) (10)	S +	5.50%	10.96%	10/29/2028	35,093	34,830		34,469		2.00
Syntax Systems Ltd	(5) (8) (10) (13)	S +	5.50%	10.96%	10/29/2026	2,295	2,274		2,229		0.13
Thrive Buyer, Inc. (Thrive Networks)	(5) (6) (7)	S +	6.00%	11.55%	1/22/2027	22,937	22,634		22,516		1.31
Thrive Buyer, Inc. (Thrive Networks)	(5) (7)	S +	6.00%	11.50%	1/22/2027	16,912	16,705		16,577		0.96
Thrive Buyer, Inc. (Thrive Networks)	(5) (13)	P +	5.00%	13.50%	1/22/2027	661	639		621		0.04
UpStack, Inc.	(5) (7)	S +	5.75%	11.60%	8/20/2027	8,250	8,115		8,044		0.47
UpStack, Inc.	(5) (7) (13)	S +	6.25%	11.60%	8/20/2027	6,767	6,548		6,442		0.37

1638

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Ground Penetrating Radar Systems, LLC (5) (7) (13) S + 4.75% 10.01% 06/26/2025 722 $ 705 $ 688 0.05 %
Vessco Midco Holdings, LLC (5) (6) (7) L + 4.50% 9.34% 11/02/2026 2,701 2,684 2,671 0.19
Vessco Midco Holdings, LLC (5) (7) L + 4.50% 9.63% 11/02/2026 1,760 1,749 1,740 0.12
Vessco Midco Holdings, LLC (5) (7) (13) P + 3.50% 11.50% 10/18/2026 179 176 174 0.01
18,463 18,264 1.29
Pharmaceuticals
Caerus US 1, Inc. (5) (8) (10) S + 5.75% 10.65% 05/25/2029 11,121 10,909 10,927 0.77
Caerus US 1, Inc. (5) (8) (10) (13) S + 5.75% 10.65% 05/25/2029 — (15) (28) —
Caerus US 1, Inc. (5) (8) (10) (13) S + 5.75% 10.65% 05/25/2029 366 344 345 0.02
11,238 11,244 0.79
Professional Services
Abacus Data Holdings, Inc. (AbacusNext) (5) (6) (7) L + 6.25% 10.95% 03/10/2027 18,569 18,272 18,467 1.31
Abacus Data Holdings, Inc. (AbacusNext) (5) (7) L + 6.25% 10.95% 03/10/2027 1,945 1,931 1,935 0.14
Abacus Data Holdings, Inc. (AbacusNext) (5) (7) (13) L + 6.25% 10.95% 03/10/2027 700 678 692 0.05
Bridgepointe Technologies, LLC (5) (7) S + 6.50% 11.55% 12/31/2027 15,136 14,556 14,526 1.03
Bridgepointe Technologies, LLC (5) (7) (13) S + 6.50% 11.41% 12/31/2027 1,147 753 739 0.05
Bullhorn, Inc. (5) (6) (7) L + 5.75% 10.91% 09/30/2026 12,913 12,820 12,638 0.89
Bullhorn, Inc. (5) (7) L + 5.75% 10.91% 09/30/2026 2,716 2,706 2,657 0.19
Bullhorn, Inc. (5) (7) (13) L + 5.75% 10.91% 09/30/2026 — (5) (13) —
Citrin Cooperman Advisors, LLC (5) (8) L + 5.00% 9.96% 10/01/2027 19,975 19,659 19,435 1.37
Citrin Cooperman Advisors, LLC (5) (8) S + 6.25% 11.03% 10/01/2027 3,708 3,599 3,599 0.25
Citrin Cooperman Advisors, LLC (5) (8) L + 5.00% 9.96% 10/01/2027 8,561 8,422 8,330 0.59
Citrin Cooperman Advisors, LLC (5) (8) (13) S + 6.25% 11.03% 10/01/2027 — (16) (16) —
KWOR Acquisition, Inc. (5) (8) L + 5.25% 10.09% 12/22/2028 5,360 5,267 5,137 0.36
KWOR Acquisition, Inc. (5) (8) (13) L + 5.25% 10.09% 12/22/2028 — (42) (199) (0.01)
KWOR Acquisition, Inc. (5) (8) (13) P + 4.25% 12.25% 12/22/2027 55 54 50 —
Project Boost Purchaser, LLC (5) (8) S + 5.25% 10.14% 05/02/2029 5,401 5,352 5,342 0.38
Project Boost Purchaser, LLC (5) (8) (13) S + 5.25% 10.12% 05/02/2029 85 79 72 0.01
Project Boost Purchaser, LLC (5) (8) (13) S + 5.25% 10.12% 05/02/2028 — (4) (5) —
94,081 93,386 6.60
Real Estate Management & Development
Associations, Inc. (5) (6) (7) S + 6.50% (incl. 2.50% PIK) 11.36% 07/02/2027 16,363 16,246 15,768 1.11
Associations, Inc. (5) (7) S + 6.50% (incl. 2.50% PIK) 11.36% 07/02/2027 14,355 14,251 13,833 0.98
Associations, Inc. (5) (7) (13) S + 6.50% (incl. 2.50% PIK) 11.36% 07/02/2027 1,930 1,869 1,666 0.12


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
UpStack, Inc.	(5) (7) (13)	S +	6.25%	11.60%	8/20/2027	263	$	248	$	241	0.01	%
							230,636		224,725		13.06
Leisure Products
GSM Acquisition Corp. (GSM Outdoors)	(5) (6) (7)	S +	5.00%	10.47%	11/16/2026	17,269	17,170		17,096		0.99
GSM Acquisition Corp. (GSM Outdoors)	(5) (7)	S +	5.00%	10.47%	11/16/2026	4,445	4,411		4,400		0.26
GSM Acquisition Corp. (GSM Outdoors)	(5) (7) (13)	S +	5.00%	10.47%	11/16/2026	—	(29)		(43)		—
							21,552		21,453		1.25
Machinery
Answer Acquisition, LLC	(5) (7)	S +	5.75%	11.25%	12/30/2026	10,611	10,472		10,454		0.61
Answer Acquisition, LLC	(5) (7) (13)	S +	5.75%	11.25%	12/30/2026	641	631		629		0.04
Chase Intermediate, LLC	(5) (13)	S +	5.25%	11.00%	10/30/2028	—	(99)		(196)		(0.01)
Chase Intermediate, LLC	(5) (13)	S +	5.25%	11.00%	10/30/2028	—	(10)		(10)		—
Komline Sanderson Engineering Corp.	(5) (6) (9)	S +	6.00%	11.78%	3/17/2026	17,218	17,124		16,681		0.97
Komline Sanderson Engineering Corp.	(5) (9) (13)	S +	6.00%	11.78%	3/17/2026	17,776	17,634		16,955		0.99
Komline Sanderson Engineering Corp.	(5) (13)	P +	5.00%	13.50%	3/17/2026	—	(21)		(148)		(0.01)
MHE Intermediate Holdings, LLC	(5) (6) (7)	S +	6.00%	11.60%	7/21/2027	19,165	18,905		18,990		1.10
MHE Intermediate Holdings, LLC	(5) (7)	S +	6.00%	11.60%	7/21/2027	3,674	3,624		3,636		0.21
MHE Intermediate Holdings, LLC	(5) (7) (13)	S +	6.00%	11.60%	7/21/2027	—	(30)		(25)		—
							68,230		66,966		3.89
Multi-Utilities
AWP Group Holdings, Inc.	(5) (6) (7)	S +	5.50%	10.95%	12/24/2029	6,152	5,917		6,058		0.35
AWP Group Holdings, Inc.	(5) (7) (13)	S +	5.50%	10.95%	12/24/2029	79	63		54		—
AWP Group Holdings, Inc.	(5) (7) (13)	S +	5.50%	10.95%	12/24/2029	170	154		158		0.01
Ground Penetrating Radar Systems, LLC	(5) (6) (7)	S +	4.50%	10.03%	6/26/2026	10,202	10,098		10,114		0.59
Ground Penetrating Radar Systems, LLC	(5) (7) (13)	S +	4.50%	10.03%	6/26/2025	—	(11)		(14)		—
Vessco Midco Holdings, LLC	(5) (6) (7)	S +	4.50%	9.97%	11/2/2026	2,687	2,673		2,687		0.16
Vessco Midco Holdings, LLC	(5) (7)	S +	4.50%	9.97%	11/2/2026	1,751	1,742		1,751		0.10
Vessco Midco Holdings, LLC	(5) (13)	P +	3.50%	12.00%	10/18/2026	20	18		20		—
							20,654		20,828		1.21
Pharmaceuticals
Caerus US 1, Inc.	(5) (8) (10)	S +	5.75%	11.11%	5/25/2029	11,038	10,846		11,038		0.64
Caerus US 1, Inc.	(5) (8) (10) (13)	S +	5.75%	11.11%	5/25/2029	713	693		713		0.04
Caerus US 1, Inc.	(5) (8) (10) (13)	S +	5.75%	11.11%	5/25/2029	878	859		878		0.05
							12,398		12,629		0.73
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(5) (6) (7)	S +	6.25%	11.71%	3/10/2027	18,427	18,180		18,427		1.07
Abacus Data Holdings, Inc. (AbacusNext)	(5) (7)	S +	6.25%	11.71%	3/10/2027	1,931	1,919		1,931		0.11

1739

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Associations, Inc. (5) (7) (13) S + 6.50% (incl. 2.50% PIK) 11.36% 07/02/2027 — $ (13) $ (68) — %
MRI Software, LLC (5) (7) L + 5.50% 10.66% 02/10/2026 31,815 31,627 31,384 2.22
MRI Software, LLC (5) (6) (7) L + 5.50% 10.66% 02/10/2026 27,517 27,325 27,143 1.92
MRI Software, LLC (5) (7) (13) L + 5.50% 10.66% 02/10/2026 — (11) (30) —
Pritchard Industries, LLC (5) (8) S + 5.50% 10.33% 10/13/2027 25,467 25,062 24,402 1.73
Pritchard Industries, LLC (5) (8) S + 5.50% 10.33% 10/13/2027 6,089 5,988 5,834 0.41
Zarya Intermediate, LLC (5) (7) (10) S + 6.50% 11.31% 07/01/2027 35,408 35,408 35,408 2.50
Zarya Intermediate, LLC (5) (7) (10) (13) S + 6.50% 11.31% 07/01/2027 — — — —
157,752 155,340 10.98
Software
Alert Media, Inc. (5) (6) (7) S + 5.00% 9.85% 04/12/2027 14,000 13,850 13,576 0.96
Alert Media, Inc. (5) (7) (13) S + 5.00% 9.85% 04/10/2026 — (16) (53) —
Anaplan, Inc. (5) (8) S + 6.50% 11.31% 06/21/2029 24,000 23,558 23,628 1.67
Appfire Technologies, LLC (5) (7) S + 5.50% 10.33% 03/09/2027 18,394 18,288 17,851 1.26
Appfire Technologies, LLC (5) (7) (13) S + 5.50% 10.33% 03/09/2027 — (10) (44) —
Appfire Technologies, LLC (5) (7) (13) S + 5.50% 10.33% 03/09/2027 10 7 5 —
Bottomline Technologies, Inc. (5) (8) S + 5.50% 10.26% 05/14/2029 3,184 3,126 3,095 0.22
Bottomline Technologies, Inc. (5) (8) (13) S + 5.50% 10.26% 05/15/2028 — (5) (7) —
CLEO Communications Holding, LLC (5) (6) (7) L + 6.50% 11.22% 06/09/2027 39,998 39,699 38,686 2.73
CLEO Communications Holding, LLC (5) (7) (13) L + 6.50% 11.22% 06/09/2027 — (87) (410) (0.03)
Coupa Holdings,LLC (5) (8) S + 7.50% 12.29% 02/27/2030 2,264 2,208 2,208 0.16
Coupa Holdings,LLC (5) (8) (13) S + 7.50% 12.29% 02/27/2030 — (13) (13) —
Coupa Holdings,LLC (5) (8) (13) S + 7.50% 12.29% 02/27/2029 — (21) (21) —
Diligent Corporation (5) (6) (7) L + 5.75% 10.59% 08/04/2025 27,440 27,282 27,009 1.91
Diligent Corporation (5) (6) (7) L + 5.75% 10.90% 08/04/2025 2,195 2,183 2,161 0.15
Diligent Corporation (5) (7) (13) L + 6.25% 11.09% 08/04/2025 1,350 1,326 1,279 0.09
GS AcquisitionCo, Inc. (5) (6) (7) S + 5.75% 10.80% 05/22/2026 75,731 75,269 74,466 5.26
GS AcquisitionCo, Inc. (5) (7) (13) S + 5.75% 10.80% 05/22/2026 — (18) (40) —
Gurobi Optimization, LLC (5) (6) (7) L + 5.00% 9.84% 12/19/2023 13,058 13,026 13,058 0.92
Gurobi Optimization, LLC (5) (7) (13) L + 5.00% 9.84% 12/19/2023 — (4) — —
Kaseya, Inc. (5) (8) S + 5.75% 10.65% 06/25/2029 14,099 13,905 13,631 0.96
Kaseya, Inc. (5) (8) (13) S + 5.75% 10.65% 06/25/2029 — (6) (28) —
Kaseya, Inc. (5) (8) (13) S + 5.75% 10.65% 06/25/2029 — (11) (28) —
LegitScript (5) (8) S + 5.25% 10.04% 06/24/2029 28,038 27,526 27,300 1.93
LegitScript (5) (8) (13) S + 5.25% 10.06% 06/24/2029 — (66) (201) (0.01)
LegitScript (5) (8) (13) S + 5.25% 10.06% 06/24/2028 250 177 140 0.01


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Abacus Data Holdings, Inc. (AbacusNext)	(5) (7) (13)	S +	6.25%	11.71%	3/10/2027	1,050	$	1,032	$	1,050	0.06	%
Bridgepointe Technologies, LLC	(5) (7)	S +	6.50%	12.00%	12/31/2027	17,230	16,726		16,944		0.98
Bridgepointe Technologies, LLC	(5) (7) (13)	S +	6.50%	12.00%	12/31/2027	10,091	9,582		9,850		0.57
Bullhorn, Inc.	(5) (6) (7)	S +	5.50%	10.96%	9/30/2026	15,447	15,364		15,399		0.89
Bullhorn, Inc.	(5) (7)	S +	5.50%	10.96%	9/30/2026	63	61		62		—
Bullhorn, Inc.	(5) (7) (13)	S +	5.50%	10.96%	9/30/2026	—	(4)		(2)		—
Citrin Cooperman Advisors, LLC	(5) (8)	S +	5.75%	11.37%	10/1/2027	24,505	24,123		24,486		1.42
Citrin Cooperman Advisors, LLC	(5) (8) (13)	S +	5.75%	11.37%	10/1/2027	9,330	9,115		9,260		0.54
GPS Merger Sub, LLC	(5) (6) (7)	S +	6.00%	11.38%	10/2/2029	4,927	4,831		4,831		0.28
GPS Merger Sub, LLC	(5) (7) (13)	S +	6.00%	11.38%	10/2/2029	—	(12)		(12)		—
GPS Merger Sub, LLC	(5) (7) (13)	S +	6.00%	11.38%	10/2/2029	—	(20)		(20)		—
KENG Acquisition, Inc.	(5) (7)	S +	6.25%	11.60%	8/1/2029	3,221	3,144		3,180		0.18
KENG Acquisition, Inc.	(5) (7) (13)	S +	6.25%	11.60%	8/1/2029	400	367		369		0.02
KENG Acquisition, Inc.	(5) (7) (13)	S +	6.25%	11.60%	8/1/2029	98	77		86		—
KWOR Acquisition, Inc.	(5) (7)	S +	5.25%	10.71%	12/22/2028	5,333	5,250		5,257		0.31
KWOR Acquisition, Inc.	(5) (7) (13)	S +	5.25%	10.71%	12/22/2028	1,301	1,253		1,233		0.07
KWOR Acquisition, Inc.	(5) (13)	P +	4.25%	12.75%	12/22/2027	52	51		51		—
Project Boost Purchaser, LLC	(5) (8)	S +	5.25%	10.64%	5/2/2029	5,668	5,623		5,662		0.33
Project Boost Purchaser, LLC	(5) (8) (13)	S +	5.25%	10.64%	5/2/2029	—	(4)		(1)		—
Project Boost Purchaser, LLC	(5) (8) (13)	S +	5.25%	10.64%	5/2/2028	—	(3)		—		—
							116,655		118,043		6.86
Real Estate Management & Development
Associations, Inc.	(5) (6) (7)	S +	6.50% (incl. 2.50% PIK)	12.17%	7/2/2027	17,780	17,669		17,610		1.02
Associations, Inc.	(5) (7) (13)	S +	6.50% (incl. 2.50% PIK)	12.17%	7/2/2027	21,896	21,757		21,687		1.26
Associations, Inc.	(5) (7) (13)	S +	6.50% (incl. 2.50% PIK)	12.17%	7/2/2027	657	646		640		0.04
MRI Software, LLC	(5) (6) (7)	S +	5.50%	10.90%	2/10/2027	59,262	58,975		58,936		3.42
MRI Software, LLC	(5) (7) (13)	S +	5.50%	10.90%	2/10/2027	—	—		—		—
MRI Software, LLC	(5) (7) (13)	S +	5.50%	10.90%	2/10/2027	—	(8)		(12)		—
Pritchard Industries, LLC	(5) (8)	S +	5.50%	10.94%	10/13/2027	25,274	24,925		24,771		1.44
Pritchard Industries, LLC	(5) (8)	S +	5.50%	10.94%	10/13/2027	6,043	5,956		5,922		0.34
Zarya Intermediate, LLC	(5) (7) (10)	S +	6.50%	11.89%	7/1/2027	35,408	35,408		35,408		2.06
Zarya Intermediate, LLC	(5) (7) (10) (13)	S +	6.50%	11.89%	7/1/2027	3,128	3,128		3,128		0.18
							168,456		168,090		9.77

1840

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Montana Buyer, Inc. (5) (8) S + 5.75% 10.57% 07/22/2029 4,120 $ 4,043 $ 3,992 0.28 %
Montana Buyer, Inc. (5) (8) (13) S + 5.75% 10.57% 07/22/2028 — (8) (15) —
Netwrix Corporation And Concept Searching, Inc. (5) (8) S + 5.00% 9.71% 06/11/2029 5,426 5,378 5,193 0.37
Netwrix Corporation And Concept Searching, Inc. (5) (8) (13) S + 5.00% 9.71% 06/11/2029 — (8) (70) —
Netwrix Corporation And Concept Searching, Inc. (5) (8) (13) S + 5.00% 9.88% 06/11/2029 108 104 89 0.01
Oak Purchaser, Inc. (5) (8) S + 5.50% 10.37% 04/28/2028 2,792 2,767 2,684 0.19
Oak Purchaser, Inc. (5) (8) (13) S + 5.50% 10.37% 04/28/2028 696 680 625 0.04
Oak Purchaser, Inc. (5) (8) (13) S + 5.50% 10.37% 04/28/2028 — (3) (14) —
Pound Bidco, Inc. (5) (6) (7) (10) L + 6.50% 11.20% 01/30/2026 9,012 8,897 8,983 0.64
Pound Bidco, Inc. (5) (6) (7) (10) (13) L + 6.50% 11.20% 01/30/2026 — (13) (4) —
Project Leopard Holdings, Inc. (9) (10) S + 5.25% 9.80% 07/20/2029 6,264 5,859 5,769 0.41
Revalize, Inc. (5) (7) S + 5.75% 10.66% 04/15/2027 19,603 19,501 18,733 1.32
Revalize, Inc. (5) (7) (13) S + 5.75% 10.66% 04/15/2027 — (1) (3) —
Riskonnect Parent, LLC (5) (8) S + 5.50% 10.55% 12/07/2028 523 514 508 0.04
Riskonnect Parent, LLC (5) (8) (13) S + 5.50% 10.55% 12/07/2028 — (6) (16) —
Securonix, Inc. (5) (8) S + 6.50% 11.10% 04/05/2028 21,010 20,690 20,098 1.42
Securonix, Inc. (5) (8) (13) S + 6.50% 11.10% 04/05/2028 — (55) (164) (0.01)
Skykick, Inc. (5) (7) L + 7.25% 12.04% 09/01/2027 6,300 6,176 5,827 0.41
Skykick, Inc. (5) (7) (13) L + 7.25% 12.04% 09/01/2027 2,289 2,238 2,092 0.15
Trunk Acquisition, Inc. (5) (7) L + 5.50% 10.66% 02/19/2027 9,029 8,957 8,693 0.61
Trunk Acquisition, Inc. (5) (7) (13) L + 5.50% 10.66% 02/19/2026 — (6) (32) —
User Zoom Technologies, Inc. (5) (8) S + 7.00% 11.60% 04/05/2029 38,689 37,987 38,101 2.69
384,864 378,317 26.74
Total First Lien Debt $ 2,797,427 $ 2,739,255 193.64 %
Second Lien Debt
Air Freight & Logistics
Omni Intermediate Holdings, LLC (5) (7) S + 9.00% 13.82% 12/30/2027 4,500 $ 4,379 $ 4,415 0.31 %
Automobile Components
PAI Holdco, Inc. (5) (7) L + 7.50% (incl. 2.00% PIK) 12.33% 10/28/2028 26,167 25,596 24,720 1.75
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC (5) (9) L + 7.00% 12.16% 03/02/2029 17,000 16,940 16,485 1.17
Infinite Bidco, LLC (5) (9) L + 7.00% 11.83% 03/02/2029 8,500 8,500 8,242 0.58
25,440 24,727 1.75
Energy Equipment & Services
QBS Parent, Inc. (5) L + 8.50% 13.34% 09/21/2026 15,000 14,819 13,905 0.98


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Software
Alert Media, Inc.	(5) (6) (7)	S +	6.25%	13.08%	4/12/2027	19,283	$	19,048	$	18,983	1.10	%
Alert Media, Inc.	(5) (7) (13)	S +	6.25%	13.08%	4/12/2027	—	(37)		(53)		—
Anaplan, Inc.	(5) (8)	S +	6.50%	11.85%	6/21/2029	24,000	23,597		24,000		1.39
Appfire Technologies, LLC	(5) (7)	S +	5.65%	11.03%	3/9/2027	18,667	18,576		18,426		1.07
Appfire Technologies, LLC	(5) (7) (13)	S +	5.65%	11.03%	3/9/2027	—	(9)		(14)		—
Appfire Technologies, LLC	(5) (13)	P +	4.50%	13.00%	3/9/2027	38	36		36		—
Bottomline Technologies, Inc.	(5) (8)	S +	5.25%	10.68%	5/14/2029	3,692	3,630		3,682		0.21
Bottomline Technologies, Inc.	(5) (8) (13)	S +	5.25%	10.68%	5/15/2028	—	(4)		—		—
CLEO Communications Holding, LLC	(5) (6) (7)	S +	6.50%	11.96%	6/9/2027	39,998	39,743		39,370		2.29
CLEO Communications Holding, LLC	(5) (7) (13)	S +	6.50%	11.96%	6/9/2027	—	(72)		(196)		(0.01)
Coupa Holdings, LLC	(5) (8)	S +	7.50%	12.86%	2/27/2030	2,264	2,212		2,239		0.13
Coupa Holdings, LLC	(5) (8) (13)	S +	7.50%	12.86%	2/27/2030	—	(12)		(12)		—
Coupa Holdings, LLC	(5) (8) (13)	S +	7.50%	12.86%	2/27/2029	—	(18)		(9)		—
Cyara AcquisitionCo, LLC	(5) (7)	S +	6.75% (incl. 2.75% PIK)	12.08%	6/28/2029	4,664	4,545		4,580		0.27
Cyara AcquisitionCo, LLC	(5) (7) (13)	S +	6.75% (incl. 2.75% PIK)	12.08%	6/28/2029	—	(8)		(6)		—
Diligent Corporation	(5) (6) (7)	S +	5.75%	11.28%	8/4/2025	29,740	29,629		29,678		1.72
Diligent Corporation	(5) (6) (7)	S +	5.75%	11.23%	8/4/2025	2,179	2,170		2,174		0.13
Diligent Corporation	(5) (7) (13)	S +	5.75%	11.23%	8/4/2025	2,430	2,413		2,421		0.14
E-Discovery AcquireCo, LLC	(5) (7)	S +	6.50%	11.89%	8/29/2029	17,795	17,368		17,482		1.02
E-Discovery AcquireCo, LLC	(5) (7) (13)	S +	6.50%	11.89%	8/29/2029	—	(38)		(29)		—
Fullsteam Operations, LLC	(5) (7)	S +	8.25%	13.78%	11/27/2029	10,860	10,538		10,538		0.61
Fullsteam Operations, LLC	(5) (7) (13)	S +	8.25%	13.78%	11/27/2029	1,034	947		946		0.05
Fullsteam Operations, LLC	(5) (7) (13)	S +	8.25%	13.78%	11/27/2029	—	(18)		(18)		—
GS AcquisitionCo, Inc.	(5) (6) (7)	S +	5.50%	11.00%	5/22/2026	75,145	74,784		75,145		4.37
GS AcquisitionCo, Inc.	(5) (7) (13)	S +	5.50%	11.00%	5/22/2026	—	(13)		—		—
Kaseya, Inc.	(5) (8)	S +	6.00% (incl. 2.50% PIK)	11.38%	6/25/2029	14,219	14,043		14,155		0.82
Kaseya, Inc.	(5) (8) (13)	S +	6.00% (incl. 2.50% PIK)	11.38%	6/25/2029	53	47		49		—
Kaseya, Inc.	(5) (8) (13)	S +	6.00% (incl. 2.50% PIK)	11.38%	6/25/2029	216	206		212		0.01
LegitScript, LLC	(5) (8)	S +	5.75%	11.11%	6/24/2029	26,569	26,128		26,332		1.53
LegitScript, LLC	(5) (8) (13)	S +	5.75%	11.11%	6/24/2029	702	641		637		0.04
LegitScript, LLC	(5) (8) (13)	S +	5.75%	11.11%	6/24/2028	1,000	938		963		0.06

1941

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Health Care Providers & Services
Heartland Veterinary Partners, LLC (5) (7) S + 8.00% 12.81% 12/10/2027 3,960 $ 3,895 $ 3,749 0.27 %
Heartland Veterinary Partners, LLC (5) (7) (13) S + 8.00% 12.84% 12/10/2027 1,452 1,427 1,370 0.10
5,322 5,119 0.36
Industrial Conglomerates
Aptean, Inc. (8) S + 7.00% 11.91% 04/23/2027 5,950 5,950 5,470 0.39
IT Services
Help/Systems Holdings, Inc. (8) S + 6.75% 11.56% 11/19/2027 17,500 17,500 14,204 1.00
Idera, Inc. (5) (8) L + 6.75% 11.51% 03/02/2029 3,887 3,863 3,765 0.27
Red Dawn SEI Buyer, Inc. (5) (7) L + 8.50% 13.34% 11/20/2026 19,000 18,671 18,341 1.30
40,034 36,310 2.57
Software
Flexera Software, LLC (5) (7) L + 7.00% 11.84% 03/03/2029 13,500 13,283 13,009 0.92
Matrix Parent, Inc. (5) (8) S + 8.00% 13.06% 03/01/2030 10,667 10,497 7,409 0.52
23,780 20,418 1.44
Total Second Lien Debt $ 145,320 $ 135,084 9.55 %
Other Securities
Unsecured Debt
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods) (5) (11) 16.25% PIK 06/18/2026 1,500 $ 1,500 $ 599 0.04 %
Fetch Insurance Services, LLC (5) 12.75% (incl. 3.75% PIK) 10/31/2027 1,899 1,846 1,846 0.13
Total Unsecured Debt $ 3,346 $ 2,445 0.17 %


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Matrix Parent, Inc.	(8)	S +	5.00%	10.35%	3/1/2029	499	$	370	$	339	0.02	%
Montana Buyer, Inc.	(5) (8)	S +	5.75%	11.11%	7/22/2029	4,089	4,020		4,056		0.24
Montana Buyer, Inc.	(5) (13)	P +	4.75%	13.25%	7/22/2028	67	60		63		—
Netwrix Corporation And Concept Searching, Inc.	(5) (8)	S +	5.00%	10.39%	6/11/2029	5,489	5,446		5,407		0.31
Netwrix Corporation And Concept Searching, Inc.	(5) (8) (13)	S +	5.00%	10.39%	6/11/2029	—	(7)		(23)		—
Netwrix Corporation And Concept Searching, Inc.	(5) (8) (13)	S +	5.00%	10.39%	6/11/2029	—	(3)		(6)		—
Oak Purchaser, Inc.	(5) (8)	S +	5.50%	10.85%	4/28/2028	2,792	2,770		2,732		0.16
Oak Purchaser, Inc.	(5) (8) (13)	S +	5.50%	10.85%	4/28/2028	1,735	1,721		1,694		0.10
Oak Purchaser, Inc.	(5) (8) (13)	S +	5.50%	10.85%	4/28/2028	—	(3)		(8)		—
Pound Bidco, Inc.	(5) (6) (7) (10)	S +	6.50%	11.96%	1/30/2026	10,832	10,707		10,796		0.63
Pound Bidco, Inc.	(5) (7) (10) (13)	S +	6.50%	11.96%	1/30/2026	—	—		—		—
Pound Bidco, Inc.	(5) (6) (7) (10) (13)	S +	6.50%	11.96%	1/30/2026	—	(10)		—		—
Project Leopard Holdings, Inc.	(9) (10)	S +	5.25%	10.73%	7/20/2029	6,217	5,849		5,590		0.32
Revalize, Inc.	(5) (7)	S +	5.75%	11.21%	4/15/2027	19,455	19,376		19,053		1.11
Revalize, Inc.	(5) (7) (13)	S +	5.75%	11.21%	4/15/2027	18	17		16		—
Riskonnect Parent, LLC	(5) (8)	S +	5.50%	11.00%	12/7/2028	519	511		518		0.03
Riskonnect Parent, LLC	(5) (8) (13)	S +	5.50%	11.00%	12/7/2028	—	(5)		(1)		—
Securonix, Inc.	(5) (8)	S +	6.00%	11.41%	4/5/2028	21,010	20,727		19,846		1.15
Securonix, Inc.	(5) (8) (13)	S +	6.00%	11.41%	4/5/2028	—	(47)		(210)		(0.01)
Skykick, Inc.	(5) (7)	S +	10.25% (incl. 7.00% PIK)	15.91%	9/1/2027	7,754	7,647		7,181		0.42
Skykick, Inc.	(5) (7)	S +	10.25% (incl. 7.00% PIK)	15.91%	9/1/2027	2,470	2,426		2,250		0.13
Trunk Acquisition, Inc.	(5) (7)	S +	5.75%	11.25%	2/19/2027	8,960	8,901		8,797		0.51
Trunk Acquisition, Inc.	(5) (7) (13)	S +	5.75%	11.25%	2/19/2026	—	(4)		(16)		—
User Zoom Technologies, Inc.	(5) (8)	S +	7.00%	12.49%	4/5/2029	38,689	38,050		38,070		2.21
							419,529		417,855		24.28
Wireless Telecommunication Services
Mobile Communications America, Inc.	(5) (6) (7)	S +	6.00%	11.35%	10/16/2029	5,955	5,868		5,868		0.34
Mobile Communications America, Inc.	(5) (7) (13)	S +	6.00%	11.35%	10/16/2029	—	(14)		(14)		—
Mobile Communications America, Inc.	(5) (7) (13)	S +	6.00%	11.35%	10/16/2029	—	(14)		(14)		—
							5,840		5,840		0.34
Total First Lien Debt							$	3,027,413	$	3,004,544	174.57	%
Second Lien Debt
Air Freight & Logistics
Omni Intermediate Holdings, LLC	(5) (7)	S +	9.15%	14.53%	12/30/2027	4,500	$	4,393	$	4,223	0.25	%
Automobile Components

2042

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread Acquisition Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Preferred Equity
Diligent Corporation (5) (12) 10.50% 04/05/2021 5,000 $ 6,002 $ 5,968 0.42 %
FORTIS Solutions Group, LLC (5) (12) 12.25% 06/24/2022 1,000,000 1,073 1,060 0.07
Integrity Marketing Acquisition, LLC (5) (12) 10.50% 12/21/2021 3,250,000 3,650 3,640 0.26
Knockout Intermediate Holdings I, Inc. (5) (12) 11.75% 06/25/2022 2,790 2,895 2,930 0.21
Revalize, Inc. (5) (7) (12) S + 10.00% 12/14/2021 2,255 2,391 2,472 0.17
RSK Holdings, Inc. (Riskonnect) (5) (8) (12) S + 10.50% 07/07/2022 1,012,200 1,053 1,073 0.08
Skykick, Inc. (5) (12) 08/31/2021 134,101 1,275 850 0.06
Total Preferred Equity 18,339 17,993 1.27
Common Equity
Abacus Data Holdings, Inc. (AbacusNext) (5) (12) 03/09/2021 29,441 2,944 2,193 0.16
Amerilife Holdings, LLC (5) (12) 09/01/2022 908 25 25 —
BP Purchaser, LLC (5) (12) 12/10/2021 1,233,333 1,233 1,283 0.09
CSC Thrive Holdings, LP (Thrive Networks) (5) (12) 03/01/2021 160,016 411 666 0.05
Encore Holdings, LLC (5) (12) 11/23/2021 2,796 348 479 0.03
Frisbee Holdings, LP (Fetch) (5) (12) 10/31/2022 21,744 277 277 0.02
GSM Equity Investors, LP (GSM Outdoors) (5) (12) 11/16/2020 4,500 450 550 0.04
Help HP SCF Investor, LP (Help/Systems) (10) (12) 05/12/2021 12,460 14,705 1.04
LUV Car Wash (5) (12) 04/06/2022 116 116 115 0.01
mPulse Mobile, Inc. (5) (12) 12/17/2021 165,761 1,220 1,127 0.08
PCX Holding Corp. (5) (12) 04/22/2021 6,538 654 885 0.06
Pet Holdings, Inc. (Brightpet) (5) (12) 10/06/2020 13,847 1,385 818 0.06
Pritchard Industries, Inc. (5) (12) 10/13/2021 1,700,000 1,700 1,972 0.14
Procure Acquiom Financial, LLC (Procure Analytics) (5) (12) 12/20/2021 1,000,000 1,000 1,500 0.11
Recovery Point Systems, Inc. (5) (12) 03/05/2021 1,000,000 1,000 940 0.07
Shelby Co-invest, LP. (Spectrum Automotive) (5) (12) 06/29/2021 8,500 850 1,194 0.08
Surewerx Topco, LP (5) (10) (12) 12/28/2022 512 512 512 0.04
Suveto Buyer, LLC (5) (10) (12) 11/19/2021 17,000 1,700 2,079 0.15
Total Common Equity 28,285 31,320 2.21
Total Other Securities $ 49,970 $ 51,758 3.66 %
Total Portfolio Investments $ 2,992,717 $ 2,926,097 206.85 %


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
PAI Holdco, Inc.	(5) (7)	S +	7.50% (incl. 2.00% PIK)	13.03%	10/28/2028	26,565	$	26,053	$	24,823	1.44	%

Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(9)	S +	7.00%	12.65%	3/2/2029	25,500	25,446		21,420		1.24
Energy Equipment & Services
QBS Parent, Inc.	(5)	S +	8.50%	14.04%	9/21/2026	15,000	14,853		14,400		0.84
Health Care Providers & Services
Heartland Veterinary Partners, LLC	(5) (7)	S +	8.00%	13.46%	12/10/2027	3,960	3,903		3,879		0.23
Heartland Veterinary Partners, LLC	(5) (7)	S +	8.00%	13.46%	12/10/2027	1,540	1,516		1,508		0.09
							5,419		5,387		0.31
Industrial Conglomerates
Aptean, Inc.	(5)(8)	S +	7.00%	12.46%	4/23/2027	5,950	5,950		5,950		0.35
IT Services
Help/Systems Holdings, Inc.	(8)	S +	6.75%	12.35%	11/19/2027	17,500	17,500		14,147		0.82
Idera, Inc.	(5) (8)	S +	6.75%	12.28%	3/2/2029	3,887	3,865		3,887		0.23
Red Dawn SEI Buyer, Inc.	(5) (7)	S +	8.50%	13.86%	11/20/2026	19,000	18,727		18,945		1.10
							40,092		36,979		2.15
Software
Flexera Software, LLC	(5) (7)	S +	7.00%	12.47%	3/3/2029	13,500	13,303		13,500		0.78
Matrix Parent, Inc.	(5) (9) (11)	S +	8.00%	13.53%	3/1/2030	10,667	10,505		5,733		0.33
							23,808		19,233		1.12
Total Second Lien Debt							$	146,014	$	132,415	7.69	%
Other Investments
Unsecured Debt
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(5) (11)		16.25% PIK		6/18/2026	1,500	$	1,500	$	170	0.01	%
Fetch Insurance Services, LLC	(5)		12.75% (incl. 3.75% PIK)		10/31/2027	1,953	1,910		1,894		0.11
Total Unsecured Debt							$	3,410	$	2,064	0.12	%

2143

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(Unaudited)~~

~~March~~December 31, 2023

(In thousands)


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Acquisition Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Preferred Equity
Diligent Corporation	(5) (12)		10.50%	4/5/2021	5,000	$	6,329	$	6,513	0.38	%
FORTIS Solutions Group, LLC	(5) (12)		12.25%	6/24/2022	1,000,000	1,179		970		0.06
Integrity Marketing Acquisition, LLC	(5) (12)		10.50%	12/21/2021	3,250,000	3,956		3,900		0.23
Knockout Intermediate Holdings I, Inc.	(5) (12)		11.75%	6/25/2022	2,790	3,265		3,267		0.19
Revalize, Inc.	(5) (7) (12)	S +	10.00%	12/14/2021	2,255	2,776		2,833		0.16
RSK Holdings, Inc. (Riskonnect)	(5) (8) (12)	S +	10.50%	7/7/2022	1,012,200	1,137		1,275		0.07
Skykick, Inc.	(5) (12)			8/31/2021	134,101	1,275		1,275		0.07
Total Preferred Equity						$	19,917	$	20,033	1.16	%
Common Equity
Abacus Data Holdings, Inc. (AbacusNext)	(5) (12)			3/9/2021	29,441	$	2,944	$	2,586	0.15	%
Amerilife Holdings, LLC	(5) (12)			9/1/2022	908	25		33		0.00
BP Purchaser, LLC	(5) (12)			12/10/2021	1,383,156	1,378		1,297		0.08
CSC Thrive Holdings, LP (Thrive Networks)	(5) (12)			3/1/2021	162,309	421		855		0.05
Encore Holdings, LLC	(5) (12)			11/23/2021	2,796	348		696		0.04
Frisbee Holdings, LP (Fetch)	(5) (12)			10/31/2022	21,744	277		277		0.02
Fullsteam Operations, LLC	(5) (12)			11/27/2023	3,043	100		100		0.01
GSM Equity Investors, LP (GSM Outdoors)	(5) (12)			11/16/2020	4,500	450		884		0.05
Help HP SCF Investor, LP (Help/Systems)	(10) (12)			5/12/2021	9,619,564	12,460		15,966		0.93
LUV Car Wash	(5) (12)			4/6/2022	123	123		68		0.00
mPulse Mobile, Inc.	(5) (12)			12/17/2021	165,761	1,220		1,218		0.07
PCX Holding Corp.	(5) (12)			4/22/2021	6,538	654		675		0.04
Pet Holdings, Inc. (Brightpet)	(5) (12)			10/6/2020	17,543	2,013		1,762		0.10
Pritchard Industries, Inc.	(5) (12)			10/13/2021	1,700,000	1,700		1,785		0.10
Procure Acquiom Financial, LLC (Procure Analytics)	(5) (12)			12/20/2021	1,000,000	1,000		1,290		0.07
Recovery Point Systems, Inc.	(5) (12)			3/5/2021	1,000,000	1,000		810		0.05
Reveal Data Solutions	(5) (12)			8/29/2023	477,846	621		621		0.04
Shelby Co-invest, LP. (Spectrum Automotive)	(5) (12)			6/29/2021	8,500	850		1,316		0.08
Surewerx Topco, LP	(5) (10) (12)			12/28/2022	512	512		565		0.03
Suveto Buyer, LLC	(5) (10) (12)			11/19/2021	19,257	1,926		1,701		0.10
Total Common Equity						30,022		34,505		2.00
Total Other Investments						$	53,349	$	56,602	3.29	%
Total Portfolio Investments						$	3,226,776	$	3,193,561	185.55	%

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


(1)			Unless otherwise indicated, issuers of debt and equity investments held by the Company (where such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of ~~March~~December 31, 2023, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of ~~March~~December 31, 2023, the Company is not an “affiliated person” of any of its portfolio companies.
(2)			Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 “Debt”.
(3)			Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR (“E”)~~, LIBOR (“L” or “LIBOR”)~~ or SOFR (“S”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of ~~March~~December 31, 2023. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at ~~March~~December 31, 2023. As of ~~March~~December 31, 2023, the reference rates for our ~~LIBOR-based~~variable rate loans were the 3-month E at ~~3.04%~~3.91%, ~~the 1-month L at 4.86% , the 3-month L at 5.19% , the 6-month L at 5.31%; the reference rates for our SOFR-based loans were the~~ 1-month S at ~~4.80%~~5.35%, the 3-month S at ~~4.91% ,~~5.33%; the 6-month S at ~~4.90%;~~5.16% and the ~~reference rate for our Prime rate-based loans were~~P at ~~8.00%~~8.50% .
(4)			The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)			These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Valuation Designee, ~~(the “Valuation Designee”),~~ under the supervision of the Board of Directors (the “Board of Directors” or the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(6)			Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined below). See Note 6 “Debt”.
(7)			Loan includes interest rate floor of 1.00%.
(8)			Loan includes interest rate floor of 0.75%.
(9)			Loan includes interest rate floor of 0.50%.
(10)			The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of ~~March~~December 31, 2023, non-qualifying assets represented ~~6.71% of total assets as calculated in accordance with regulatory requirements.~~
~~(11)~~			~~Investment was on non-accrual status as of March 31, 2023.~~
~~(12)~~			Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of March 31, 2023, the aggregate fair value of these securities is $49,313 or 3.49% of the Company’s net assets. The initial acquisition dates have been included for such securities.

~~(13)~~Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of March 31, 2023:

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
First Lien Debt
365 Retail Markets, LLC 0.50% Revolver 12/23/2026 $ 1,600 $ (23)
48Forty Solutions, LLC 0.50% Revolver 11/30/2026 2,443 (105)
ABB Concise Optical Group, LLC 0.50% Revolver 02/23/2028 94 (7)
ARI Network Services, Inc. 0.50% Revolver 02/28/2025 1,273 (28)
AWP Group Holdings, Inc. 0.50% Revolver 12/22/2026 104 (7)
Abacus Data Holdings, Inc. (AbacusNext) 0.50% Revolver 03/10/2027 700 (4)
Abracon Group Holdings, LLC 1.00% Delayed Draw Term Loan 07/06/2024 1,003 (36)
Abracon Group Holdings, LLC 0.50% Revolver 07/06/2028 401 (14)
Advarra Holdings, Inc. 1.00% Delayed Draw Term Loan 08/26/2024 41 (2)
Alert Media, Inc. 0.50% Revolver 04/10/2026 1,750 (53)
Amerilife Holdings, LLC 1.00% Delayed Draw Term Loan 08/31/2024 292 (13)
Amerilife Holdings, LLC 0.50% Revolver 08/31/2028 437 (19)
Answer Acquisition, LLC 0.50% Revolver 12/30/2026 833 (26)

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (Unaudited)~~

~~March 31, 2023~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
Apex Service Partners, LLC 1.00% Delayed Draw Term Loan 01/06/2024 $ 4,230 $ (229)
Appfire Technologies, LLC 0.50% Delayed Draw Term Loan 06/13/2024 1,498 (44)
Appfire Technologies, LLC 0.50% Revolver 03/09/2027 157 (5)
Applitools, Inc. 0.50% Revolver 05/25/2028 433 (21)
Assembly Intermediate, LLC 1.00% Delayed Draw Term Loan 10/19/2023 2,281 (81)
Assembly Intermediate, LLC 0.50% Revolver 10/19/2027 1,244 (44)
Associations, Inc. 1.00% Delayed Draw Term Loan 06/10/2024 5,310 (193)
Associations, Inc. 0.50% Revolver 07/02/2027 1,860 (68)
Atlas Us Finco, Inc. 0.50% Revolver 12/09/2028 186 (5)
Avalara, Inc. 0.50% Revolver 10/19/2028 1,071 (13)
Bottomline Technologies, Inc. 0.50% Revolver 05/15/2028 267 (7)
Bridgepointe Technologies, LLC 0.50% Delayed Draw Term Loan 12/19/2023 8,969 (361)
Bullhorn, Inc. 0.50% Revolver 09/30/2026 39 (1)
Bullhorn, Inc. 0.50% Revolver 09/30/2026 554 (12)
CLEO Communications Holding, LLC 0.50% Revolver 06/09/2027 12,502 (410)
Caerus US 1, Inc. 1.00% Delayed Draw Term Loan 10/31/2024 1,608 (28)
Caerus US 1, Inc. 0.50% Revolver 05/25/2029 805 (14)
Catalis Intermediate, Inc. 1.00% Delayed Draw Term Loan 08/04/2023 4,185 (499)
Catalis Intermediate, Inc. 0.50% Revolver 08/04/2027 424 (51)
Cerity Partners, LLC 1.00% Delayed Draw Term Loan 12/30/2023 6,724 (127)
Citrin Cooperman Advisors, LLC 1.00% Delayed Draw Term Loan 08/01/2024 1,092 (16)
Coupa Holdings,LLC 1.00% Delayed Draw Term Loan 08/27/2024 1,085 (13)
Coupa Holdings,LLC 0.50% Revolver 02/27/2029 831 (20)
DCA Investment Holdings, LLC 1.00% Delayed Draw Term Loan 12/28/2023 663 (22)
Diligent Corporation 0.50% Revolver 08/04/2025 3,150 (49)
Donuts, Inc. 0.25% Delayed Draw Term Loan 08/14/2023 3,166 (54)
Dwyer Instruments, Inc. 1.00% Delayed Draw Term Loan 07/01/2024 2,028 (74)
Dwyer Instruments, Inc. 0.50% Revolver 07/21/2027 789 (29)
Encore Holdings, LLC 0.75% Delayed Draw Term Loan 11/23/2024 1,268 (26)
Encore Holdings, LLC 0.50% Revolver 11/23/2027 539 (11)
Energy Labs Holdings Corp. 1.00% Delayed Draw Term Loan 04/13/2023 47 (1)
Energy Labs Holdings Corp. 0.50% Revolver 04/07/2028 51 (1)
Excelitas Technologies Corp. 0.50% Delayed Draw Term Loan 08/11/2024 170 (6)
Excelitas Technologies Corp. 0.50% Revolver 08/14/2028 79 (3)
FLS Holding, Inc. 0.50% Revolver 12/17/2027 1,802 (25)
FMG Suite Holdings, LLC 0.50% Revolver 10/30/2026 2,074 (39)
Fortis Solutions Group, LLC 0.50% Delayed Draw Term Loan 06/24/2024 994 (23)
Fortis Solutions Group, LLC 0.50% Revolver 10/15/2027 2,339 (53)

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (Unaudited)~~

~~March 31, 2023~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
Foundation Risk Partners Corp. 0.38% Revolver 10/29/2027 $ 4,571 $ (368)
GS AcquisitionCo, Inc. 0.50% Revolver 05/22/2026 2,420 (40)
GSM Acquisition Corp. (GSM Outdoors) 0.50% Revolver 11/16/2026 4,280 (284)
Galway Borrower, LLC 1.00% Delayed Draw Term Loan 09/30/2023 298 (10)
Galway Borrower, LLC 0.50% Revolver 09/30/2027 1,611 (55)
Gateway US Holdings, Inc. 1.00% Delayed Draw Term Loan 04/15/2024 6 —
Gateway US Holdings, Inc. 0.50% Revolver 09/22/2026 14 —
GraphPad Software, LLC 0.50% Revolver 04/27/2027 1,750 (43)
Ground Penetrating Radar Systems, LLC 0.50% Revolver 06/26/2025 919 (19)
Groundworks, LLC 1.00% Delayed Draw Term Loan 09/14/2024 193 (3)
Groundworks, LLC 0.50% Revolver 03/14/2029 62 (2)
Gurobi Optimization, LLC 0.50% Revolver 12/19/2023 1,607 —
Heartland Home Services 0.75% Delayed Draw Term Loan 08/10/2023 524 (12)
Heartland Veterinary Partners, LLC 0.75% Delayed Draw Term Loan 11/17/2023 163 (3)
Heartland Veterinary Partners, LLC 0.50% Revolver 12/10/2026 375 (6)
High Street Buyer, Inc. 0.50% Revolver 04/16/2027 2,136 (42)
KPSKY Acquisition, Inc. 1.00% Delayed Draw Term Loan 06/17/2024 2,974 (122)
KWOR Acquisition, Inc. 1.00% Delayed Draw Term Loan 06/22/2024 4,777 (199)
KWOR Acquisition, Inc. 0.50% Revolver 12/22/2027 67 (3)
Kaseya, Inc. 0.50% Delayed Draw Term Loan 06/24/2024 856 (28)
Kaseya, Inc. 0.50% Revolver 06/25/2029 856 (28)
Komline Sanderson Engineering Corp. 0.50% Delayed Draw Term Loan 05/27/2024 8,529 (418)
Komline Sanderson Engineering Corp. 0.50% Revolver 03/17/2026 4,746 (233)
LJ Avalon Holdings, LLC 1.00% Delayed Draw Term Loan 08/01/2024 1,688 (25)
LJ Avalon Holdings, LLC 0.50% Revolver 02/01/2029 675 (20)
LUV Car Wash Group, LLC 1.00% Delayed Draw Term Loan 03/14/2024 274 (4)
LegitScript 1.00% Delayed Draw Term Loan 06/24/2024 7,654 (201)
LegitScript 0.50% Revolver 06/24/2028 3,917 (103)
Lightspeed Solution, LLC 0.50% Delayed Draw Term Loan 03/01/2024 2,268 (77)
MHE Intermediate Holdings, LLC 0.50% Revolver 07/21/2027 2,150 (62)
MRI Software, LLC 0.50% Revolver 02/10/2026 2,215 (30)
Magnolia Wash Holdings 0.50% Revolver 07/14/2028 71 (5)
Majesco 0.50% Revolver 09/21/2026 1,575 (52)
Mammoth Holdings, LLC 0.50% Revolver 10/16/2024 953 (12)
Mantech International CP 0.50% Delayed Draw Term Loan 09/16/2024 87 (1)
Mantech International CP 0.50% Revolver 09/14/2028 53 (1)
Montana Buyer, Inc. 0.50% Revolver 07/22/2028 466 (15)
Netwrix Corporation And Concept Searching, Inc. 0.50% Delayed Draw Term Loan 06/10/2024 1,632 (70)

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (Unaudited)~~

~~March 31, 2023~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
Netwrix Corporation And Concept Searching, Inc. 0.25% Revolver 06/11/2029 $ 323 $ (14)
Oak Purchaser, Inc. 0.50% Delayed Draw Term Loan 04/28/2024 1,165 (45)
Oak Purchaser, Inc. 0.50% Revolver 04/28/2028 372 (14)
Oakbridge Insurance Agency, LLC 1.00% Delayed Draw Term Loan 03/31/2024 367 (8)
Oakbridge Insurance Agency, LLC 0.50% Revolver 12/31/2026 31 (1)
Omni Intermediate Holdings, LLC 1.00% Delayed Draw Term Loan 06/24/2024 138 (5)
Omni Intermediate Holdings, LLC 0.50% Revolver 12/30/2025 1,065 (36)
PCX Holding Corp. 0.50% Revolver 04/22/2027 1,296 (36)
Patriot Growth Insurance Services, LLC 0.50% Revolver 10/16/2028 4,485 (163)
Peter C. Foy & Associates Insurance Services, LLC 0.50% Revolver 11/01/2027 832 (32)
Pound Bidco, Inc. 0.50% Revolver 01/30/2026 1,163 (4)
Procure Acquireco, Inc. (Procure Analytics) 1.00% Delayed Draw Term Loan 12/20/2023 794 (41)
Procure Acquireco, Inc. (Procure Analytics) 0.50% Revolver 12/20/2028 238 (12)
Project Boost Purchaser, LLC 1.00% Delayed Draw Term Loan 05/02/2024 1,038 (11)
Project Boost Purchaser, LLC 0.38% Revolver 05/02/2028 449 (5)
Promptcare Infusion Buyer, Inc. 1.00% Delayed Draw Term Loan 09/01/2023 2,066 (66)
QW Holding Corporation 1.00% Delayed Draw Term Loan 03/11/2024 191 —
QW Holding Corporation 0.50% Revolver 08/31/2026 1,495 —
Randy's Holdings, Inc. 1.00% Delayed Draw Term Loan 11/01/2024 2,248 (57)
Randy's Holdings, Inc. 0.50% Revolver 11/01/2028 729 (18)
Raptor Merger Sub Debt, LLC 0.38% Revolver 04/01/2028 2,116 (59)
Recovery Point Systems, Inc. 0.50% Revolver 08/12/2026 4,000 —
Redwood Services Group, LLC 1.00% Delayed Draw Term Loan 12/22/2023 18 (1)
Revalize, Inc. 0.50% Revolver 04/15/2027 71 (3)
Riskonnect Parent, LLC 0.50% Delayed Draw Term Loan 07/07/2024 558 (16)
RoadOne IntermodaLogistics 1.00% Delayed Draw Term Loan 06/30/2024 295 (6)
RoadOne IntermodaLogistics 0.50% Revolver 12/30/2028 255 (7)
Securonix, Inc. 0.50% Revolver 04/05/2028 3,782 (164)
Sherlock Buyer Corp. 1.00% Delayed Draw Term Loan 12/08/2023 3,215 (52)
Sherlock Buyer Corp. 0.50% Revolver 12/08/2027 1,286 (21)
Skykick, Inc. 1.00% Delayed Draw Term Loan 05/01/2023 336 (25)
Smarsh, Inc. 1.00% Delayed Draw Term Loan 02/18/2024 536 (18)
Smarsh, Inc. 0.50% Revolver 02/16/2029 214 (7)
Spectrio, LLC 0.50% Revolver 12/09/2026 1,470 (25)
Spectrum Automotive Holdings Corp. 1.00% Delayed Draw Term Loan 06/29/2023 1,916 (93)
Spectrum Automotive Holdings Corp. 0.50% Revolver 06/29/2027 881 (43)
Spotless Brands, LLC 0.50% Revolver 07/25/2028 116 (4)
Stepping Stones Healthcare Services, LLC 1.00% Delayed Draw Term Loan 12/30/2023 525 (23)

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (Unaudited)~~

~~March 31, 2023~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
Stepping Stones Healthcare Services, LLC 0.50% Revolver 12/30/2026 $ 225 $ (10)
Summit Buyer, LLC 1.00% Delayed Draw Term Loan 06/23/2023 3,305 (114)
Summit Buyer, LLC 0.50% Revolver 01/14/2026 2,420 (83)
Surewerx Purchaser III, Inc. 1.00% Delayed Draw Term Loan 06/28/2024 1,128 (21)
Surewerx Purchaser III, Inc. 0.50% Revolver 12/28/2028 1,067 (20)
Suveto 1.00% Delayed Draw Term Loan 09/09/2023 4,732 (169)
Suveto 0.50% Revolver 09/09/2027 729 (26)
Sweep Purchaser, LLC 1.00% Delayed Draw Term Loan 05/05/2024 273 (12)
Sweep Purchaser, LLC 0.50% Revolver 11/30/2026 647 (29)
Syntax Systems Ltd 1.00% Delayed Draw Term Loan 10/29/2023 9,357 (416)
Syntax Systems Ltd 0.50% Revolver 10/29/2026 1,248 (56)
Tamarack Intermediate, LLC 0.50% Revolver 03/13/2028 752 (38)
Tank Holding Corp. 0.38% Revolver 03/31/2028 573 (24)
Thrive Buyer, Inc. (Thrive Networks) 0.38% Revolver 01/22/2027 1,321 (22)
Triple Lift, Inc. 0.25% Revolver 05/08/2028 2,467 (89)
Trunk Acquisition, Inc. 0.50% Revolver 02/19/2026 857 (32)
Two Six Labs, LLC 0.50% Delayed Draw Term Loan 08/20/2023 2,134 (46)
Two Six Labs, LLC 0.50% Revolver 08/20/2027 2,134 (46)
United Flow Technologies Intermediate Holdco II, LLC 1.00% Delayed Draw Term Loan 10/29/2023 8,732 (241)
United Flow Technologies Intermediate Holdco II, LLC 0.50% Revolver 10/29/2026 3,000 (83)
UpStack, Inc. 0.50% Revolver 08/20/2027 875 (26)
V Global Holdings, LLC 0.50% Revolver 12/22/2025 570 (23)
VRC Companies, LLC 0.75% Delayed Draw Term Loan 01/06/2024 1,018 (27)
VRC Companies, LLC 0.50% Revolver 06/29/2027 1,653 (44)
Vardiman Black Holdings, LLC 1.25% Delayed Draw Term Loan 03/18/2024 61 (3)
Vessco Midco Holdings, LLC 0.50% Revolver 10/18/2026 269 (3)
World Insurance Associates, LLC 0.50% Revolver 04/01/2026 444 (11)
Zarya Intermediate, LLC 0.50% Revolver 07/01/2027 3,649 —
mPulse Mobile, Inc. 1.00% Delayed Draw Term Loan 12/17/2023 1,996 (54)
mPulse Mobile, Inc. 0.50% Revolver 12/17/2027 292 (8)
Total First Lien Debt Unfunded Commitments $ 256,900 $ (8,522)
Second Lien Debt
Heartland Veterinary Partners, LLC 0.50% Delayed Draw Term Loan 11/17/2023 $ 88 $ (5)
Total Second Lien Debt Unfunded Commitments $ 88 $ (5)
Total Unfunded Commitments $ 256,988 $ (8,527)

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments~~

~~December 31, 2022~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
First Lien Debt
Aerospace & Defense
Jonathan Acquisition Company (5) (7) L + 5.00% 9.73% 12/22/2026 2,712 $ 2,656 $ 2,641 0.19 %
Mantech International CP (5) (8) S + 5.75% 9.58% 09/14/2029 359 352 350 0.03
Mantech International CP (5) (8) (13) S + 5.75% 9.58% 09/14/2029 — (1) (2) —
Mantech International CP (5) (8) (13) S + 5.75% 9.58% 09/14/2028 — (1) (2) —
PCX Holding Corp. (5) (6) (7) L + 6.25% 10.98% 04/22/2027 18,232 18,093 17,636 1.26
PCX Holding Corp. (5) (7) L + 6.25% 10.98% 04/22/2027 18,356 18,064 17,756 1.27
PCX Holding Corp. (5) (7) (13) L + 6.25% 10.98% 04/22/2027 555 542 495 0.04
Two Six Labs, LLC (5) (8) S + 5.50% 10.08% 08/20/2027 10,959 10,782 10,694 0.77
Two Six Labs, LLC (5) (8) (13) S + 5.50% 10.08% 08/20/2027 2,118 2,066 2,015 0.14
Two Six Labs, LLC (5) (8) (13) S + 5.50% 10.08% 08/20/2027 — (33) (52) —
52,520 51,531 3.69
Air Freight & Logistics
AGI-CFI Holdings, Inc. (5) (8) S + 5.75% 10.48% 06/11/2027 14,408 14,140 13,851 0.99
Omni Intermediate Holdings, LLC (5) (7) S + 5.00% 9.73% 12/30/2026 12,131 12,027 11,617 0.83
Omni Intermediate Holdings, LLC (5) (7) (13) S + 5.00% 9.73% 12/30/2026 531 519 471 0.03
Omni Intermediate Holdings, LLC (5) (7) S + 5.00% 9.73% 12/30/2026 385 378 368 0.03
Omni Intermediate Holdings, LLC (5) (7) (13) S + 5.00% 9.73% 12/30/2025 — (9) (45) —
RoadOne IntermodaLogistics (5) (7) S + 6.25% 10.81% 12/30/2028 1,672 1,622 1,622 0.12
RoadOne IntermodaLogistics (5) (7) (13) S + 6.25% 10.81% 12/30/2028 — (6) (6) —
RoadOne IntermodaLogistics (5) (7) (13) S + 6.25% 10.81% 12/30/2028 75 65 65 —
28,736 27,943 2.00
Automobile Components
Continental Battery Company (5) (7) L + 6.75% 11.48% 01/20/2027 6,188 6,083 5,903 0.42
Randy's Holdings, Inc. (5) (7) S + 6.50% 10.59% 11/01/2028 6,743 6,545 6,545 0.47
Randy's Holdings, Inc. (5) (7) (13) S + 6.50% 10.59% 11/01/2028 — (31) (31) —
Randy's Holdings, Inc. (5) (7) (13) S + 6.50% 10.59% 11/01/2028 142 116 116 0.01
Sonny's Enterprises, LLC (5) (6) (7) S + 6.04% 10.29% 08/05/2026 12,363 12,178 11,839 0.85
Sonny's Enterprises, LLC (5) (7) S + 6.75% 11.00% 08/05/2026 34,154 33,656 32,706 2.34
Spectrum Automotive Holdings Corp. (5) (6) (8) L + 5.75% 10.48% 06/29/2028 23,650 23,358 22,274 1.59
Spectrum Automotive Holdings Corp. (5) (8) (13) L + 5.75% 10.48% 06/29/2028 4,656 4,585 4,273 0.31
Spectrum Automotive Holdings Corp. (5) (8) (13) L + 5.75% 10.48% 06/29/2027 — (10) (51) —
86,480 83,574 5.98
Automobiles
ARI Network Services, Inc. (5) (6) (8) S + 5.50% 9.92% 02/28/2025 20,723 20,465 20,134 1.44
ARI Network Services, Inc. (5) (6) (8) S + 5.50% 9.92% 02/28/2025 3,630 3,586 3,527 0.25

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (continued)~~

~~December 31, 2022~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
ARI Network Services, Inc. (5) (8) (13) S + 5.50% 9.92% 02/28/2025 909 $ 873 $ 823 0.06 %
Summit Buyer, LLC (5) (7) L + 5.75% 10.13% 01/14/2026 22,120 21,795 21,142 1.51
Summit Buyer, LLC (5) (7) (13) L + 5.75% 10.13% 01/14/2026 28,996 28,544 27,569 1.97
Summit Buyer, LLC (5) (7) (13) L + 5.75% 10.13% 01/14/2026 — (32) (107) (0.01)
Turbo Buyer, Inc. (5) (7) L + 6.00% 11.15% 12/02/2025 37,940 37,419 36,574 2.62
Turbo Buyer, Inc. (5) (7) L + 6.00% 11.15% 12/02/2025 38,123 37,494 36,751 2.63
150,144 146,413 10.48
Biotechnology
GraphPad Software, LLC (5) (6) (7) L + 5.50% 10.39% 04/27/2027 12,066 11,974 11,668 0.84
GraphPad Software, LLC (5) (7) L + 5.50% 10.39% 04/27/2027 2,892 2,869 2,797 0.20
GraphPad Software, LLC (5) (7) (13) L + 5.50% 10.39% 04/27/2027 — (13) (58) —
14,830 14,407 1.03
Chemicals
Tank Holding Corp. (6) (8) S + 5.75% 10.17% 03/31/2028 14,129 13,875 13,352 0.96
Tank Holding Corp. (8) (13) P + 4.75% 12.25% 03/31/2028 133 119 89 0.01
V Global Holdings, LLC (5) (6) (8) S + 5.75% 8.99% 12/22/2027 4,903 4,814 4,659 0.33
V Global Holdings, LLC (5) (8) (13) S + 5.75% 8.99% 12/22/2025 — (11) (34) —
18,797 18,066 1.29
Commercial Services & Supplies
365 Retail Markets, LLC (5) (7) L + 4.75% 8.45% 12/23/2026 17,280 17,045 16,890 1.21
365 Retail Markets, LLC (5) (7) L + 4.75% 8.45% 12/23/2026 5,543 5,484 5,418 0.39
365 Retail Markets, LLC (5) (7) (13) L + 4.75% 8.45% 12/23/2026 1,600 1,563 1,537 0.11
Atlas Us Finco, Inc. (5) (7) (10) S + 7.25% 11.48% 12/09/2029 2,009 1,949 1,949 0.14
Atlas Us Finco, Inc. (5) (7) (10) (13) S + 7.25% 11.48% 12/09/2028 — (6) (6) —
BPG Holdings IV Corp. (5) (8) S + 6.00% 10.54% 07/29/2029 11,765 11,001 11,001 0.79
Encore Holdings, LLC (5) (8) L + 4.50% 9.23% 11/23/2028 1,850 1,821 1,806 0.13
Encore Holdings, LLC (5) (8) (13) L + 4.50% 9.23% 11/23/2028 2,118 2,074 2,034 0.15
Encore Holdings, LLC (5) (8) (13) L + 4.50% 9.23% 11/23/2027 — (8) (13) —
FLS Holding, Inc. (5) (7) (10) L + 5.25% 10.40% 12/15/2028 20,727 20,361 20,389 1.46
FLS Holding, Inc. (5) (7) (10) L + 5.25% 10.40% 12/15/2028 4,506 4,424 4,432 0.32
FLS Holding, Inc. (5) (7) (10) (13) L + 5.25% 10.40% 12/17/2027 — (30) (29) —
PDFTron Systems, Inc. (5) (6) (7) (10) S + 5.50% 9.82% 07/15/2027 30,415 29,998 29,402 2.10
PDFTron Systems, Inc. (5) (7) (10) S + 5.50% 9.82% 07/15/2027 9,800 9,638 9,474 0.68
PDFTron Systems, Inc. (5) (7) (10) (13) S + 5.50% 9.82% 07/15/2026 3,850 3,741 3,594 0.26
Procure Acquireco, Inc. (Procure Analytics) (5) (8) L + 5.00% 9.35% 12/20/2028 3,929 3,859 3,755 0.27
Procure Acquireco, Inc. (Procure Analytics) (5) (8) (13) L + 5.00% 9.35% 12/20/2028 — (7) (35) —
Procure Acquireco, Inc. (Procure Analytics) (5) (8) (13) L + 5.00% 9.35% 12/20/2028 — (4) (11) —

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (continued)~~

~~December 31, 2022~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
QW Holding Corporation (5) (6) (7) L + 5.50% 9.44% 08/31/2026 8,907 $ 8,791 $ 8,575 0.61 %
QW Holding Corporation (5) (7) (13) L + 5.50% 9.44% 08/31/2026 1,851 1,824 1,767 0.13
QW Holding Corporation (5) (7) (13) L + 5.50% 9.44% 08/31/2026 — (29) (84) (0.01)
Sherlock Buyer Corp. (5) (8) L + 5.75% 10.48% 12/08/2028 11,061 10,867 10,816 0.77
Sherlock Buyer Corp. (5) (8) (13) L + 5.75% 10.48% 12/08/2028 — (27) (71) (0.01)
Sherlock Buyer Corp. (5) (8) (13) L + 5.75% 10.48% 12/08/2027 — (21) (28) —
Surewerx Purchaser III, Inc. (5) (8) (10) S + 6.75% 11.30% 12/28/2029 17,527 17,002 17,002 1.22
Surewerx Purchaser III, Inc. (5) (8) (10) (13) S + 6.75% 11.30% 12/28/2029 — (72) (72) (0.01)
Surewerx Purchaser III, Inc. (5) (8) (10) (13) S + 6.75% 11.30% 12/28/2028 240 183 183 0.01
Sweep Purchaser, LLC (5) (7) L + 5.75% 10.47% 11/30/2026 8,704 8,582 8,239 0.59
Sweep Purchaser, LLC (5) (7) (13) L + 5.75% 10.47% 11/30/2026 5,934 5,843 5,601 0.40
Sweep Purchaser, LLC (5) (7) (13) L + 5.75% 10.47% 11/30/2026 253 235 178 0.01
Tamarack Intermediate, LLC (5) (8) S + 5.75% 9.23% 03/13/2028 5,473 5,375 5,232 0.37
Tamarack Intermediate, LLC (5) (8) (13) S + 5.75% 9.23% 03/13/2028 91 76 52 —
United Flow Technologies Intermediate Holdco II, LLC (5) (7) L + 5.75% 10.17% 10/29/2027 16,972 16,687 16,457 1.18
United Flow Technologies Intermediate Holdco II, LLC (5) (7) (13) L + 5.75% 10.17% 10/29/2027 9,668 9,409 9,067 0.65
United Flow Technologies Intermediate Holdco II, LLC (5) (7) (13) L + 5.75% 10.17% 10/29/2026 — (46) (91) (0.01)
US Infra Svcs Buyer, LLC (5) (6) (7) L + 6.75% (incl. 0.25% PIK) 11.67% 04/13/2026 16,193 15,998 15,427 1.10
US Infra Svcs Buyer, LLC (5) (6) (7) L + 6.75% (incl. 0.25% PIK) 11.67% 04/13/2026 2,285 2,259 2,177 0.16
US Infra Svcs Buyer, LLC (5) (7) L + 6.75% (incl. 0.25% PIK) 11.67% 04/13/2026 2,250 2,225 2,144 0.15
Valcourt Holdings II, LLC (5) (7) S + 5.25% 9.98% 01/07/2027 25,145 24,785 24,850 1.78
Valcourt Holdings II, LLC (5) (6) (7) S + 5.25% 9.98% 01/07/2027 9,929 9,783 9,813 0.70
Valcourt Holdings II, LLC (5) (7) (13) S + 5.25% 9.98% 01/07/2027 5,738 5,643 5,658 0.40
VRC Companies, LLC (5) (8) S + 5.75% 8.52% 06/29/2027 7,540 7,435 7,276 0.52
VRC Companies, LLC (5) (8) (13) S + 5.75% 8.52% 06/29/2027 3,074 2,950 2,754 0.20
VRC Companies, LLC (5) (6) (8) S + 5.50% 10.65% 06/29/2027 48,840 48,260 47,130 3.37
VRC Companies, LLC (5) (6) (8) (13) L + 5.50% 10.22% 06/29/2027 8,214 8,119 7,927 0.57
VRC Companies, LLC (5) (8) (13) L + 5.50% 10.22% 06/29/2027 — (19) (58) —
325,020 319,508 22.87
Construction & Engineering
KPSKY Acquisition, Inc. (5) (8) L + 5.50% 9.89% 10/19/2028 34,211 33,621 32,668 2.34
KPSKY Acquisition, Inc. (5) (8) (13) P + 4.53% 12.03% 10/19/2028 4,420 4,311 4,066 0.29
37,932 36,734 2.63

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (continued)~~

~~December 31, 2022~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Containers & Packaging
BP Purchaser, LLC (5) (8) L + 5.50% 10.24% 12/11/2028 17,336 $ 17,031 $ 16,185 1.16 %
Fortis Solutions Group, LLC (5) (8) L + 5.50% 9.73% 10/13/2028 26,980 26,513 26,101 1.87
Fortis Solutions Group, LLC (5) (8) (13) L + 5.50% 9.73% 10/13/2028 — (2) (3) —
Fortis Solutions Group, LLC (5) (8) (13) L + 5.50% 9.73% 10/15/2028 — (7) (33) —
Fortis Solutions Group, LLC (5) (8) (13) L + 5.50% 9.73% 10/15/2027 360 317 272 0.02
43,852 42,522 3.04
Distributors
48Forty Solutions LLC (5) (7) S + 6.00% 10.26% 11/30/2026 1,796 1,728 1,732 0.12
48Forty Solutions LLC (5) (6) (7) S + 5.50% 9.76% 11/30/2026 16,106 15,825 15,283 1.09
48Forty Solutions LLC (5) (7) (13) S + 5.50% 9.76% 11/30/2026 — (46) (139) (0.01)
ABB Concise Optical Group, LLC (5) (8) L + 7.50% 12.67% 02/23/2028 17,977 17,578 17,165 1.23
ABB Concise Optical Group, LLC (5) (8) (13) P + 6.50% 13.99% 02/23/2028 1,792 1,752 1,707 0.12
Avalara, Inc. (5) (8) S + 7.25% 11.83% 10/19/2028 10,712 10,451 10,451 0.75
Avalara, Inc. (5) (8) (13) S + 7.25% 11.83% 10/19/2028 — (26) (26) —
PT Intermediate Holdings III, LLC (5) (8) L + 5.50% 10.23% 11/01/2028 28,632 28,383 27,804 1.99
PT Intermediate Holdings III, LLC (5) (8) L + 5.50% 10.23% 11/01/2028 15,929 15,787 15,469 1.11
Radwell Parent, LLC (5) (6) (8) S + 6.75% 11.33% 04/01/2029 32,558 31,607 31,607 2.26
Radwell Parent, LLC (5) (8) (13) S + 6.75% 11.33% 04/01/2028 — (71) (71) (0.01)
122,968 120,982 8.66
Diversified Consumer Services
Assembly Intermediate, LLC (5) (7) L + 6.50% 11.23% 10/19/2027 20,741 20,393 19,944 1.43
Assembly Intermediate, LLC (5) (7) (13) L + 6.50% 11.23% 10/19/2027 2,904 2,836 2,705 0.19
Assembly Intermediate, LLC (5) (7) (13) L + 6.50% 11.23% 10/19/2027 830 796 750 0.05
FPG Intermediate Holdco, LLC (5) (7) S + 6.50% 10.92% 03/05/2027 497 488 472 0.03
Heartland Home Services, Inc. (5) (8) (13) L + 5.75% 10.10% 12/15/2026 1,877 1,860 1,802 0.13
Lightspeed Solution, LLC (5) (8) S + 6.50% 10.82% 03/01/2028 7,585 7,451 7,308 0.52
Lightspeed Solution, LLC (5) (8) (13) S + 6.50% 10.82% 03/01/2028 — (21) (89) (0.01)
LUV Car Wash Group, LLC (5) (7) (13) L + 5.50% 9.24% 12/09/2026 372 367 359 0.03
LUV Car Wash Group, LLC (5) (7) L + 5.50% 9.24% 12/09/2026 349 346 341 0.02
Magnolia Wash Holdings (5) (7) S + 6.50% 10.32% 07/14/2028 3,767 3,696 3,608 0.26
Magnolia Wash Holdings (5) (7) S + 6.50% 10.32% 07/14/2028 706 692 676 0.05
Magnolia Wash Holdings (5) (7) (13) S + 6.50% 10.32% 07/14/2028 87 84 81 0.01
Mammoth Holdings, LLC (5) (6) (7) S + 6.00% 9.82% 10/16/2023 8,033 8,008 8,033 0.57
Mammoth Holdings, LLC (5) (7) S + 6.00% 9.82% 10/16/2023 35,966 35,846 35,966 2.57
Mammoth Holdings, LLC (5) (7) (13) S + 6.00% 9.82% 10/16/2023 — (3) — —
Spotless Brands, LLC (5) (7) S + 6.50% 10.71% 07/25/2028 4,549 4,463 4,371 0.31

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (continued)~~

~~December 31, 2022~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Spotless Brands, LLC (5) (7) S + 6.50% 10.71% 07/25/2028 860 $ 843 $ 826 0.06 %
Spotless Brands, LLC (5) (7) (13) S + 6.50% 10.71% 07/25/2028 — (3) (6) —
88,142 87,147 6.24
Financial Services
Applitools, Inc. (5) (8) (10) S + 6.25% 10.57% 05/25/2029 3,200 3,143 3,145 0.23
Applitools, Inc. (5) (8) (10) (13) S + 6.25% 10.57% 05/25/2028 — (8) (7) —
Cerity Partners, LLC (5) (8) S + 6.75% 11.32% 12/29/2029 8,617 8,359 8,359 0.60
Cerity Partners, LLC (5) (8) (13) S + 6.75% 11.32% 12/29/2029 454 60 60 —
SitusAMC Holdings Corp. (5) (8) L + 5.50% 10.23% 12/22/2027 3,573 3,542 3,417 0.24
Smarsh, Inc. (5) (8) S + 6.50% 11.29% 02/16/2029 4,286 4,208 4,126 0.30
Smarsh, Inc. (5) (8) (13) S + 6.50% 11.29% 02/16/2029 536 521 496 0.04
Smarsh, Inc. (5) (8) (13) S + 6.50% 11.29% 02/16/2029 — (5) (10) —
19,820 19,586 1.40
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC (5) (8) S + 5.75% 10.48% 07/06/2028 5,534 5,431 5,249 0.38
Abracon Group Holdings, LLC (5) (8) (13) S + 5.75% 10.48% 07/06/2028 — (9) (51) —
Abracon Group Holdings, LLC (5) (8) (13) S + 5.75% 10.48% 07/06/2028 — (7) (21) —
Dwyer Instruments, Inc. (5) (8) L + 6.00% 10.73% 07/21/2027 8,059 7,911 7,694 0.55
Dwyer Instruments, Inc. (5) (8) (13) L + 6.00% 10.73% 07/21/2027 — (18) (92) (0.01)
Dwyer Instruments, Inc. (5) (8) (13) L + 6.00% 10.73% 07/21/2027 158 140 113 0.01
13,448 12,892 0.92
Food Products
AMCP Pet Holdings, Inc. (Brightpet) (5) (6) (7) L + 6.25% 10.98% 10/05/2026 17,150 16,798 16,795 1.20
AMCP Pet Holdings, Inc. (Brightpet) (5) (7) L + 6.25% 10.98% 10/05/2026 16,333 15,989 15,995 1.14
AMCP Pet Holdings, Inc. (Brightpet) (5) (7) L + 6.25% 10.98% 10/05/2026 5,833 5,721 5,713 0.41
Nellson Nutraceutical, Inc. (5) (6) (7) S + 5.75% 10.17% 12/23/2025 23,592 23,439 23,476 1.68
Teasdale Foods, Inc. (Teasdale Latin Foods) (5) (7) L + 7.25% (incl. 1.00% PIK) 12.29% 12/18/2025 10,812 10,675 9,017 0.65
72,622 70,996 5.08
Health Care Equipment & Supplies
Performance Health & Wellness (5) (6) (7) L + 6.00% 10.73% 07/12/2027 9,398 9,248 8,956�� 0.64
Health Care Providers & Services
Advarra Holdings, Inc. (5) (8) S + 5.75% 10.15% 08/24/2029 459 451 434 0.03
Advarra Holdings, Inc. (5) (8) (13) S + 5.75% 10.15% 08/24/2029 — — (2) —
DCA Investment Holdings, LLC (5) (6) (8) S + 6.00% 10.39% 04/03/2028 11,053 10,922 10,887 0.78
DCA Investment Holdings, LLC (5) (8) (13) S + 6.00% 10.39% 04/03/2028 2,629 2,572 2,575 0.18
Gateway US Holdings, Inc. (5) (8) (10) S + 6.50% 11.23% 09/22/2026 750 744 736 0.05

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (continued)~~

~~December 31, 2022~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Gateway US Holdings, Inc. (5) (8) (10) (13) S + 6.50% 11.23% 09/22/2026 165 $ 164 $ 162 0.01 %
Gateway US Holdings, Inc. (5) (8) (10) (13) S + 6.50% 11.23% 09/22/2026 17 16 16 —
Heartland Veterinary Partners, LLC (5) (7) S + 4.75% 9.56% 12/10/2026 1,866 1,851 1,812 0.13
Heartland Veterinary Partners, LLC (5) (7) (13) S + 4.75% 9.56% 12/10/2026 2,969 2,936 2,847 0.20
Heartland Veterinary Partners, LLC (5) (7) (13) S + 4.75% 9.56% 12/10/2026 — (3) (11) —
iCIMS, Inc. (5) (8) S + 7.25% (incl. 3.88% PIK) 11.52% 08/18/2028 6,568 6,455 6,455 0.46
Intelerad Medical Systems Incorporated (5) (7) (10) S + 6.50% 11.23% 08/21/2026 500 486 489 0.03
mPulse Mobile, Inc. (5) (8) L + 5.25% 9.32% 12/17/2027 17,500 17,200 16,977 1.21
mPulse Mobile, Inc. (5) (8) (13) L + 5.25% 9.32% 12/17/2027 — (17) (60) —
mPulse Mobile, Inc. (5) (8) (13) L + 5.25% 9.32% 12/17/2027 151 143 136 0.01
Promptcare Infusion Buyer, Inc. (5) (7) L + 6.00% 10.22% 09/01/2027 9,073 8,925 8,757 0.63
Promptcare Infusion Buyer, Inc. (5) (7) (13) L + 6.00% 10.22% 09/01/2027 881 849 766 0.05
Southern Veterinary Partners, LLC (5) (7) S + 5.50% 9.93% 10/05/2027 899 883 854 0.06
Stepping Stones Healthcare Services, LLC (5) (8) L + 5.75% 10.48% 01/02/2029 4,342 4,284 4,111 0.29
Stepping Stones Healthcare Services, LLC (5) (8) (13) L + 5.75% 10.48% 01/02/2029 511 500 444 0.03
Stepping Stones Healthcare Services, LLC (5) (8) (13) P + 4.75% 12.25% 12/30/2026 450 442 417 0.03
Suveto (5) (8) (13) L + 5.00% 9.38% 09/09/2027 11,038 10,935 10,461 0.75
Suveto (5) (8) (13) L + 5.00% 9.38% 09/09/2027 810 793 764 0.05
Tivity Health, Inc. (5) (8) S + 6.00% 10.58% 06/28/2029 3,711 3,658 3,592 0.26
Vardiman Black Holdings, LLC (5) (9) S + 7.00% 11.22% 03/18/2027 3,412 3,382 3,227 0.23
Vardiman Black Holdings, LLC (5) (9) (13) S + 7.00% 11.22% 03/18/2027 3,907 3,871 3,687 0.26
Vermont Aus Pty Ltd (5) (8) (10) S + 5.65% 10.23% 03/23/2028 8,436 8,244 7,927 0.57
90,686 88,460 6.33
Health Care Technology
Lightspeed Buyer, Inc. (5) (6) (7) L + 5.50% 9.98% 02/03/2026 12,669 12,442 12,300 0.88
Lightspeed Buyer, Inc. (5) (7) L + 5.50% 9.98% 02/03/2026 9,234 9,053 8,966 0.64
Lightspeed Buyer, Inc. (5) (7) (13) L + 5.50% 9.98% 02/03/2026 — (28) (118) (0.01)
21,467 21,148 1.51
Industrial Conglomerates
Excelitas Technologies Corp. (5) (8) S + 5.75% 10.12% 08/13/2029 1,378 1,351 1,311 0.09
Excelitas Technologies Corp. (5) (8) E + 5.75% 7.55% 08/13/2029 € 242 245 246 0.02
Excelitas Technologies Corp. (5) (8) (13) S + 5.75% 10.12% 08/13/2029 — (2) (13) —
Excelitas Technologies Corp. (5) (8) (13) S + 5.75% 10.12% 08/14/2028 74 72 68 —
1,666 1,612 0.12
Insurance Services
Amerilife Holdings, LLC (5) (8) S + 5.75% 9.58% 08/31/2029 2,044 2,005 2,005 0.14

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (continued)~~

~~December 31, 2022~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Amerilife Holdings, LLC (5) (8) (13) S + 5.75% 10.15% 08/31/2029 583 $ 569 $ 569 0.04 %
Amerilife Holdings, LLC (5) (8) (13) S + 5.75% 10.15% 08/31/2028 — (8) (8) —
Foundation Risk Partners Corp. (5) (8) S + 6.00% 10.68% 10/29/2028 42,966 42,408 42,218 3.02
Foundation Risk Partners Corp. (5) (8) S + 6.00% 10.68% 10/29/2028 9,345 9,222 9,182 0.66
Foundation Risk Partners Corp. (5) (8) (13) S + 6.00% 10.32% 10/29/2027 1,882 1,827 1,803 0.13
Galway Borrower, LLC (5) (8) L + 5.25% 9.98% 09/29/2028 32,271 31,721 30,880 2.21
Galway Borrower, LLC (5) (8) (13) L + 5.25% 9.98% 09/29/2028 — (7) (13) —
Galway Borrower, LLC (5) (8) (13) L + 5.25% 9.98% 09/30/2027 — (32) (88) (0.01)
Higginbotham Insurance Agency, Inc. (5) (6) (8) L + 5.25% 9.63% 11/25/2026 18,482 18,287 17,986 1.29
High Street Buyer, Inc. (5) (6) (8) L + 6.00% 10.73% 04/14/2028 9,992 9,832 9,702 0.69
High Street Buyer, Inc. (5) (6) (8) L + 6.00% 10.73% 04/14/2028 40,125 39,459 38,961 2.79
High Street Buyer, Inc. (5) (8) (13) L + 6.00% 10.73% 04/16/2027 — (31) (62) —
Integrity Marketing Acquisition, LLC (5) (6) (8) L + 6.05% 10.81% 08/27/2025 44,059 43,688 42,808 3.06
Integrity Marketing Acquisition, LLC (5) (8) L + 6.05% 10.81% 08/27/2025 24,599 24,373 23,900 1.71
Integrity Marketing Acquisition, LLC (5) (8) L + 6.05% 10.81% 08/27/2025 17,290 17,108 16,799 1.20
Keystone Agency Investors (5) (7) S + 6.25% 10.98% 05/03/2027 3,516 3,467 3,467 0.25
Keystone Agency Investors (5) (7) S + 6.25% 10.98% 05/03/2027 4,047 3,993 3,993 0.29
Majesco (5) (6) (7) L + 7.25% 11.98% 09/21/2027 23,421 22,948 22,447 1.61
Majesco (5) (7) (13) L + 7.25% 11.98% 09/21/2026 — (29) (66) —
Oakbridge Insurance Agency, LLC (5) (7) S + 5.75% 10.17% 12/31/2026 1,078 1,062 1,062 0.08
Oakbridge Insurance Agency, LLC (5) (7) (13) S + 5.75% 10.17% 12/31/2026 60 56 56 —
Oakbridge Insurance Agency, LLC (5) (7) (13) S + 5.75% 10.17% 12/31/2026 19 18 18 —
Patriot Growth Insurance Services, LLC (5) (6) (8) L + 5.50% 8.86% 10/16/2028 61,902 60,837 59,042 4.23
Patriot Growth Insurance Services, LLC (5) (8) L + 5.50% 8.86% 10/16/2028 1,089 1,060 1,039 0.07
Patriot Growth Insurance Services, LLC (5) (8) (13) L + 5.50% 8.86% 10/16/2028 — (74) (207) (0.01)
Peter C. Foy & Associates Insurance Services, LLC (5) (8) S + 6.00% 11.12% 11/01/2028 910 897 866 0.06
Peter C. Foy & Associates Insurance Services, LLC (5) (8) (13) S + 6.00% 11.12% 11/01/2028 1,985 1,955 1,874 0.13
Peter C. Foy & Associates Insurance Services, LLC (5) (8) L + 6.00% 11.21% 11/01/2028 17,793 17,638 16,930 1.21
Peter C. Foy & Associates Insurance Services, LLC (5) (8) (13) L + 6.00% 11.21% 11/01/2028 4,942 4,899 4,703 0.34
Peter C. Foy & Associates Insurance Services, LLC (5) (8) (13) L + 6.00% 11.21% 11/01/2027 — (7) (40) —
RSC Acquisition, Inc. (5) (6) (8) S + 5.50% 9.97% 10/30/2026 24,774 24,417 23,999 1.72
RSC Acquisition, Inc. (5) (8) S + 5.50% 9.97% 10/30/2026 7,961 7,900 7,712 0.55
World Insurance Associates, LLC (5) (6) (7) S + 5.75% 10.33% 04/01/2026 33,331 32,499 32,288 2.31
World Insurance Associates, LLC (5) (6) (7) S + 5.75% 10.33% 04/01/2026 31,170 30,528 30,194 2.16
World Insurance Associates, LLC (5) (7) (13) S + 5.75% 10.33% 04/01/2026 825 808 785 0.06
455,293 446,804 31.98

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (continued)~~

~~December 31, 2022~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Interactive Media & Services
FMG Suite Holdings, LLC (5) (7) S + 5.50% 9.34% 10/30/2026 24,060 $ 23,699 $ 23,546 1.69 %
FMG Suite Holdings, LLC (5) (7) S + 5.50% 9.34% 10/30/2026 5,224 5,151 5,112 0.37
FMG Suite Holdings, LLC (5) (7) (13) S + 5.50% 9.34% 10/30/2026 551 515 495 0.04
MSM Acquisitions, Inc. (5) (6) (7) L + 6.00% 10.75% 12/09/2026 31,570 31,179 30,815 2.21
MSM Acquisitions, Inc. (5) (7) (13) L + 6.00% 10.75% 12/09/2026 12,743 12,493 11,878 0.85
MSM Acquisitions, Inc. (5) (7) (13) L + 6.00% 10.75% 12/09/2026 1,836 1,784 1,741 0.12
Triple Lift, Inc. (5) (6) (8) S + 5.50% 10.12% 05/08/2028 27,580 27,136 26,162 1.87
Triple Lift, Inc. (5) (8) (13) S + 5.25% 9.58% 05/08/2028 1,533 1,472 1,328 0.10
103,429 101,077 7.23
IT Services
Atlas Purchaser, Inc. (6) (8) L + 5.25% 9.81% 05/08/2028 8,922 8,778 6,225 0.45
Donuts, Inc. (5) (6) (7) S + 6.00% 10.43% 12/29/2027 18,375 18,108 17,910 1.28
Donuts, Inc. (5) (7) S + 6.00% 10.43% 12/29/2027 6,735 6,735 6,565 0.47
Donuts, Inc. (5) (7) (13) S + 6.00% 10.43% 12/29/2027 — — (80) (0.01)
Govbrands Intermediate, Inc. (5) (6) (8) L + 5.50% 10.23% 08/04/2027 39,759 38,962 37,942 2.72
Govbrands Intermediate, Inc. (5) (8) (13) L + 5.50% 10.23% 08/04/2027 8,969 8,751 8,367 0.60
Govbrands Intermediate, Inc. (5) (8) (13) L + 5.50% 10.23% 08/04/2027 3,814 3,733 3,620 0.26
Long Term Care Group, Inc. (5) (8) L + 6.00% 10.34% 09/08/2027 4,963 4,875 4,768 0.34
Recovery Point Systems, Inc. (5) (6) (7) S + 6.50% 10.26% 08/12/2026 41,055 40,514 41,002 2.93
Recovery Point Systems, Inc. (5) (7) (13) S + 6.50% 10.26% 08/12/2026 — (48) (5) —
Redwood Services Group, LLC (5) (8) S + 6.00% 10.68% 06/15/2029 10,939 10,732 10,462 0.75
Redwood Services Group, LLC (5) (8) (13) S + 6.00% 10.68% 06/15/2029 1,880 1,848 1,766 0.13
Syntax Systems Ltd (5) (8) (10) L + 5.50% 10.13% 10/29/2028 35,452 35,146 33,520 2.40
Syntax Systems Ltd (5) (8) (10) (13) L + 5.50% 10.13% 10/29/2028 — (78) (510) (0.04)
Syntax Systems Ltd (5) (8) (10) (13) L + 5.61% 10.08% 10/29/2026 2,495 2,466 2,291 0.16
Thrive Buyer, Inc. (Thrive Networks) (5) (6) (7) L + 6.00% 10.73% 01/22/2027 20,561 20,258 20,059 1.44
Thrive Buyer, Inc. (Thrive Networks) (5) (7) L + 6.00% 10.73% 01/22/2027 17,085 16,820 16,668 1.19
Thrive Buyer, Inc. (Thrive Networks) (5) (7) (13) P + 5.00% 12.50% 01/22/2027 264 236 216 0.02
UpStack, Inc. (5) (7) L + 5.75% 10.32% 08/20/2027 9,737 9,539 9,444 0.68
UpStack, Inc. (5) (7) (13) L + 5.75% 10.32% 08/20/2027 3,292 3,205 3,162 0.23
UpStack, Inc. (5) (7) (13) L + 5.75% 10.32% 08/20/2027 — (19) (26) —
230,561 223,366 15.99
Leisure Products
GSM Acquisition Corp. (GSM Outdoors) (5) (6) (7) S + 5.00% 9.84% 11/16/2026 17,447 17,319 17,194 1.23
GSM Acquisition Corp. (GSM Outdoors) (5) (7) S + 5.00% 9.84% 11/16/2026 4,490 4,446 4,425 0.32

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (continued)~~

~~December 31, 2022~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
GSM Acquisition Corp. (GSM Outdoors) (5) (7) (13) S + 5.00% 9.84% 11/16/2026 — $ (39) $ (62) — %
21,726 21,557 1.54
Machinery
Answer Acquisition, LLC (5) (7) L + 5.50% 10.23% 12/30/2026 10,719 10,541 10,265 0.73
Answer Acquisition, LLC (5) (7) (13) L + 5.50% 10.23% 12/30/2026 — (13) (35) —
Komline Sanderson Engineering Corp. (5) (6) (9) S + 6.00% 11.14% 03/17/2026 4,080 4,045 3,837 0.27
Komline Sanderson Engineering Corp. (5) (9) (13) S + 6.00% 11.14% 03/17/2026 — (72) (507) (0.04)
Komline Sanderson Engineering Corp. (5) (6) (9) L + 6.00% 10.67% 03/17/2026 16,629 16,507 15,640 1.12
Komline Sanderson Engineering Corp. (5) (9) L + 6.00% 10.67% 03/17/2026 19,118 18,984 17,981 1.29
Komline Sanderson Engineering Corp. (5) (9) (13) L + 6.00% 10.67% 03/17/2026 2,689 2,659 2,407 0.17
MHE Intermediate Holdings, LLC (5) (6) (7) S + 6.25% 9.75% 07/21/2027 121 117 117 0.01
MHE Intermediate Holdings, LLC (5) (7) S + 6.50% 11.46% 07/21/2027 4,419 4,332 4,332 0.31
MHE Intermediate Holdings, LLC (5) (6) (7) S + 6.25% 9.50% 07/21/2027 28,391 27,937 27,550 1.97
MHE Intermediate Holdings, LLC (5) (7) S + 6.25% 9.50% 07/21/2027 3,711 3,650 3,601 0.26
MHE Intermediate Holdings, LLC (5) (7) (13) S + 6.00% 10.94% 07/21/2027 350 312 276 0.02
88,999 85,464 6.12
Multi-Utilities
AWP Group Holdings, Inc. (5) (6) (7) L + 4.75% 9.38% 12/22/2027 1,021 1,010 991 0.07
AWP Group Holdings, Inc. (5) (7) L + 4.75% 9.41% 12/22/2027 131 130 127 0.01
AWP Group Holdings, Inc. (5) (7) (13) L + 4.75% 9.41% 12/22/2026 54 52 49 —
Ground Penetrating Radar Systems, LLC (5) (6) (7) S + 4.75% 9.39% 06/26/2026 10,306 10,166 10,045 0.72
Ground Penetrating Radar Systems, LLC (5) (7) (13) S + 4.75% 9.39% 06/26/2025 459 440 418 0.03
Vessco Midco Holdings, LLC (5) (6) (7) L + 4.50% 8.88% 11/02/2026 2,715 2,696 2,679 0.19
Vessco Midco Holdings, LLC (5) (7) L + 4.50% 8.88% 11/02/2026 1,769 1,757 1,746 0.12
Vessco Midco Holdings, LLC (5) (7) (13) P + 3.50% 11.00% 10/18/2026 179 176 173 0.01
16,427 16,228 1.16
Oil, Gas & Consumable Fuels
Energy Labs Holdings Corp. (5) (7) S + 5.25% 9.57% 04/07/2028 388 382 376 0.03
Energy Labs Holdings Corp. (5) (7) (13) S + 5.25% 9.57% 04/07/2028 — — (2) —
Energy Labs Holdings Corp. (5) (7) (13) S + 5.25% 9.57% 04/07/2028 18 17 16 —
399 390 0.03
Pharmaceuticals
Caerus US 1, Inc. (5) (8) (10) S + 5.75% 9.83% 05/25/2029 11,121 10,903 10,903 0.78
Caerus US 1, Inc. (5) (8) (10) (13) S + 5.75% 9.83% 05/25/2029 — (16) (16) —
Caerus US 1, Inc. (5) (8) (10) (13) S + 5.75% 9.83% 05/25/2029 293 270 270 0.02
11,157 11,157 0.80

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (continued)~~

~~December 31, 2022~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Professional Services
Abacus Data Holdings, Inc. (AbacusNext) (5) (6) (7) L + 6.25% 9.99% 03/10/2027 18,617 $ 18,303 $ 18,479 1.32 %
Abacus Data Holdings, Inc. (AbacusNext) (5) (7) L + 6.25% 9.99% 03/10/2027 1,950 1,935 1,936 0.14
Abacus Data Holdings, Inc. (AbacusNext) (5) (7) (13) L + 6.25% 9.99% 03/10/2027 700 677 690 0.05
Bridgepointe Technologies, LLC (5) (7) S + 6.50% 11.23% 12/31/2027 15,174 14,570 14,570 1.04
Bridgepointe Technologies, LLC (5) (7) (13) S + 6.50% 11.23% 12/31/2027 — (403) (403) (0.03)
Bullhorn, Inc. (5) (6) (7) L + 5.75% 10.48% 09/30/2026 12,948 12,847 12,571 0.90
Bullhorn, Inc. (5) (7) L + 5.75% 10.48% 09/30/2026 2,723 2,712 2,643 0.19
Bullhorn, Inc. (5) (7) (13) L + 5.75% 10.48% 09/30/2026 273 267 256 0.02
Citrin Cooperman Advisors, LLC (5) (8) L + 5.00% 9.21% 10/01/2027 20,025 19,695 19,428 1.39
Citrin Cooperman Advisors, LLC (5) (8) L + 5.00% 9.21% 10/01/2027 8,582 8,437 8,326 0.60
KWOR Acquisition, Inc. (5) (8) L + 5.25% 9.63% 12/22/2028 5,376 5,280 5,096 0.36
KWOR Acquisition, Inc. (5) (8) (13) L + 5.25% 9.63% 12/22/2028 — (44) (248) (0.02)
KWOR Acquisition, Inc. (5) (8) (13) P + 4.25% 11.75% 12/22/2027 — (1) (6) —
Project Boost Purchaser, LLC (5) (8) S + 5.25% 9.65% 05/02/2029 5,414 5,364 5,362 0.38
Project Boost Purchaser, LLC (5) (8) (13) S + 5.25% 9.65% 05/02/2029 85 79 74 0.01
Project Boost Purchaser, LLC (5) (8) (13) S + 5.25% 9.65% 05/02/2028 — (4) (4) —
89,714 88,770 6.35
Real Estate Management & Development
Associations, Inc. (5) (6) (7) S + 6.50% (incl. 2.50% PIK) 10.36% 07/02/2027 30,525 30,293 29,139 2.09
Associations, Inc. (5) (7) (13) S + 6.50% (incl. 2.50% PIK) 10.36% 07/02/2027 546 481 218 0.02
Associations, Inc. (5) (7) (13) S + 6.50% (incl. 2.50% PIK) 10.36% 07/02/2027 — (14) (84) (0.01)
MRI Software, LLC (5) (6) (7) L + 5.50% 10.23% 02/10/2026 59,485 59,075 58,278 4.17
MRI Software, LLC (5) (7) (13) L + 5.50% 10.23% 02/10/2026 — (12) (45) —
Pritchard Industries, LLC (5) (8) L + 5.50% 10.54% 10/13/2027 25,532 25,108 24,112 1.73
Pritchard Industries, LLC (5) (8) (13) L + 5.50% 10.54% 10/13/2027 5,413 5,315 5,074 0.36
Zarya Intermediate, LLC (5) (7) (10) S + 6.50% 10.90% 07/01/2027 35,408 35,408 35,344 2.53
Zarya Intermediate, LLC (5) (7) (10) (13) S + 6.50% 10.90% 07/01/2027 — — (7) —
155,654 152,029 10.88
Software
Alert Media, Inc. (5) (6) (7) S + 5.00% 9.26% 04/12/2027 14,000 13,842 13,534 0.97
Alert Media, Inc. (5) (7) (13) S + 5.00% 9.26% 04/10/2026 — (17) (58) —
Anaplan, Inc. (5) (8) S + 6.50% 10.82% 06/21/2029 24,000 23,546 23,578 1.69
Appfire Technologies, LLC (5) (7) S + 5.50% 9.92% 03/09/2027 14,617 14,549 14,063 1.01
Appfire Technologies, LLC (5) (7) (13) S + 5.50% 9.92% 03/09/2027 3,696 3,653 3,491 0.25

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (continued)~~

~~December 31, 2022~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Appfire Technologies, LLC (5) (7) (13) S + 5.50% 9.92% 03/09/2027 10 $ 7 $ 3 — %
Bottomline Technologies, Inc. (5) (8) S + 5.50% 9.83% 05/14/2029 3,192 3,133 3,070 0.22
Bottomline Technologies, Inc. (5) (8) (13) S + 5.50% 9.83% 05/15/2028 — (5) (10) —
CLEO Communications Holding, LLC (5) (6) (7) L + 6.50% 10.74% 06/09/2027 39,998 39,685 38,574 2.76
CLEO Communications Holding, LLC (5) (7) (13) L + 6.50% 10.74% 06/09/2027 — (92) (445) (0.03)
Diligent Corporation (5) (6) (7) L + 5.75% 10.13% 08/04/2025 27,510 27,337 26,905 1.93
Diligent Corporation (5) (6) (7) L + 5.75% 10.13% 08/04/2025 2,201 2,187 2,152 0.15
Diligent Corporation (5) (7) (13) L + 6.25% 10.63% 08/04/2025 1,350 1,323 1,251 0.09
GS AcquisitionCo, Inc. (5) (6) (7) L + 5.75% 9.91% 05/22/2026 75,927 75,432 74,120 5.30
GS AcquisitionCo, Inc. (5) (7) L + 5.75% 9.91% 05/22/2026 — — — —
GS AcquisitionCo, Inc. (5) (7) (13) L + 5.75% 9.91% 05/22/2026 — (19) (58) —
Gurobi Optimization, LLC (5) (6) (7) L + 5.00% 9.38% 12/19/2023 13,091 13,048 13,091 0.94
Gurobi Optimization, LLC (5) (7) (13) L + 5.00% 9.38% 12/19/2023 — (5) — —
Kaseya, Inc. (5) (8) S + 5.75% 10.33% 06/25/2029 14,099 13,899 13,484 0.97
Kaseya, Inc. (5) (8) (13) S + 5.75% 10.33% 06/25/2029 — (6) (37) —
Kaseya, Inc. (5) (8) (13) S + 5.75% 10.33% 06/25/2029 — (12) (37) —
LegitScript (5) (8) S + 5.25% 8.23% 06/24/2029 28,108 27,580 27,580 1.97
LegitScript (5) (8) (13) S + 5.25% 9.57% 06/24/2029 — (68) (68) —
LegitScript (5) (8) (13) S + 5.25% 9.57% 06/24/2028 250 174 174 0.01
Montana Buyer, Inc. (5) (8) S + 5.75% 8.70% 07/22/2029 4,131 4,051 3,991 0.29
Montana Buyer, Inc. (5) (8) (13) S + 5.75% 8.70% 07/22/2028 — (9) (16) —
Netwrix Corporation And Concept Searching, Inc. (5) (8) S + 5.00% 9.70% 06/11/2029 4,605 4,562 4,358 0.31
Netwrix Corporation And Concept Searching, Inc. (5) (8) (13) S + 5.00% 9.70% 06/11/2029 812 798 680 0.05
Netwrix Corporation And Concept Searching, Inc. (5) (8) (13) S + 5.00% 9.70% 06/11/2029 — (4) (23) —
Oak Purchaser, Inc. (5) (8) S + 5.50% 9.48% 04/28/2028 2,792 2,766 2,752 0.20
Oak Purchaser, Inc. (5) (8) (13) S + 5.50% 9.48% 04/28/2028 625 609 599 0.04
Oak Purchaser, Inc. (5) (8) (13) S + 5.50% 9.48% 04/28/2028 — (3) (5) —
Pound Bidco, Inc. (5) (6) (7) (10) L + 6.50% 10.67% 01/30/2026 9,012 8,888 8,970 0.64
Pound Bidco, Inc. (5) (6) (7) (10) (13) L + 6.50% 10.67% 01/30/2026 — (14) (5) —
Project Leopard Holdings, Inc. (9) (10) S + 5.25% 9.80% 07/20/2029 6,280 5,862 5,696 0.41
Revalize, Inc. (5) (7) S + 5.75% 10.48% 04/15/2027 19,652 19,543 18,737 1.34
Revalize, Inc. (5) (7) (13) S + 5.75% 10.48% 04/15/2027 — (1) (3) —
Riskonnect Parent, LLC (5) (8) S + 5.50% 10.08% 12/07/2028 444 436 427 0.03
Riskonnect Parent, LLC (5) (8) (13) S + 5.50% 10.08% 12/07/2028 80 73 55 —
Securonix, Inc. (5) (8) S + 6.50% 10.10% 04/05/2028 21,010 20,678 20,249 1.45
Securonix, Inc. (5) (8) (13) S + 6.50% 10.10% 04/05/2028 — (58) (137) (0.01)

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (continued)~~

~~December 31, 2022~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Skykick, Inc. (5) (7) L + 7.25% 11.00% 09/01/2027 6,300 $ 6,171 $ 6,142 0.44 %
Skykick, Inc. (5) (7) (13) L + 7.25% 11.00% 09/01/2027 1,470 1,427 1,404 0.10
Trunk Acquisition, Inc. (5) (7) L + 5.50% 10.23% 02/19/2027 9,051 8,976 8,638 0.62
Trunk Acquisition, Inc. (5) (7) (13) L + 5.50% 10.23% 02/19/2026 — (6) (39) —
User Zoom Technologies, Inc. (5) (8) S + 5.75% 9.35% 04/05/2029 38,689 37,967 37,965 2.72
381,883 374,792 26.82
Total First Lien Debt $ 2,753,620 $ 2,694,111 192.81 %
Second Lien Debt
Air Freight & Logistics
Omni Intermediate Holdings, LLC (5) (7) S + 9.00% 13.69% 12/30/2027 4,500 $ 4,374 $ 4,319 0.31 %
Automobile Components
PAI Holdco, Inc. (5) (7) L + 7.50% (incl. 2.00% PIK) 11.92% 10/28/2028 26,033 25,444 23,787 1.70
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC (5) (9) L + 7.00% 11.73% 03/02/2029 17,000 16,939 16,463 1.18
Infinite Bidco, LLC (5) (9) (13) L + 7.00% 11.73% 03/02/2029 — — (269) (0.02)
16,939 16,194 1.16
Energy Equipment & Services
QBS Parent, Inc. (5) L + 8.50% 12.88% 09/21/2026 15,000 14,809 13,569 0.97
Health Care Providers & Services
Heartland Veterinary Partners, LLC (5) (7) S + 8.00% 12.81% 12/10/2027 3,960 3,892 3,624 0.26
Heartland Veterinary Partners, LLC (5) (7) (13) S + 8.00% 12.81% 12/10/2027 1,452 1,426 1,322 0.09
5,318 4,946 0.35
Industrial Conglomerates
Aptean, Inc. (8) S + 7.00% 11.74% 04/23/2027 5,950 5,950 5,459 0.39
IT Services
Help/Systems Holdings, Inc. (5) (8) S + 6.75% 10.94% 11/19/2027 17,500 17,500 16,189 1.16
Idera, Inc. (5) (8) L + 6.75% 10.50% 03/02/2029 3,887 3,863 3,642 0.26
Red Dawn SEI Buyer, Inc. (5) (7) L + 8.50% 12.67% 11/20/2026 19,000 18,653 17,904 1.28
40,016 37,735 2.70
Software
Flexera Software, LLC (5) (7) L + 7.00% 11.39% 03/03/2029 13,500 13,277 12,584 0.90
Matrix Parent, Inc. (5) (8) S + 8.00% 12.55% 03/01/2030 10,667 10,493 9,757 0.70
23,770 22,341 1.60
Total Second Lien Debt $ 136,620 $ 128,350 9.19 %

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (continued)~~

~~December 31, 2022~~

~~(In thousands)~~

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread
Interest Rate(3)
Maturity Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Other Securities
Unsecured Debt
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods) (5) (11) 16.25% PIK 06/18/2026 1,500 $ 1,500 $ 372 0.03 %
Fetch Insurance Services, LLC (Fetch) (5) 12.75% (incl. 3.75% PIK) 10/31/2027 1,881 1,826 1,826 0.13
Total Unsecured Debt $ 3,326 $ 2,198 0.16 %

Investments-non-controlled/non-affiliated(1)(2)
Footnotes Reference Rate and Spread Acquisition Date Par Amount/ Shares
Cost(4)
Fair Value Percentage of Net Assets
Preferred Equity
Diligent Corporation (5) (12) 10.50% 04/05/2021 5,000 $ 5,693 $ 5,766 0.41 %
Fortis Solutions Group, LLC (5) (12) 12.25% 06/24/2022 1,000,000 1,041 1,024 0.07
Integrity Marketing Acquisition, LLC (5) (12) 10.50% 12/21/2021 3,250,000 3,555 3,165 0.23
Knockout Intermediate Holdings I, Inc. (5) (12) 11.75% 06/25/2022 2,790 2,895 2,787 0.20
Revalize, Inc. (5) (7) (12) S + 10.00% 12/14/2021 2,255 2,391 2,281 0.16
RSK Holdings, Inc. (Riskonnect) (5) (8) (12) S + 10.50% 07/07/2022 1,012,200 1,019 1,053 0.08
Skykick, Inc. (5) (12) 08/31/2021 134,101 1,275 963 0.07
Total Preferred Equity 17,869 17,039 1.22
Common Equity
Abacus Data Holdings, Inc. (AbacusNext) (5) (12) 03/09/2021 29,441 2,944 2,193 0.16
Amerilife Holdings, LLC (5) (12) 09/01/2022 873 24 24 0.00
BP Purchaser, LLC (5) (12) 12/10/2021 1,233,333 1,233 1,468 0.11
CSC Thrive Holdings, LP (Thrive Networks) (5) (12) 03/01/2021 160,016 411 640 0.05
Encore Holdings, LLC (5) (12) 11/23/2021 2,391 275 449 0.03
Frisbee Holding, LP (Fetch) (5) (12) 10/31/2022 21,744 277 277 0.02
GSM Equity Investors, LP (GSM Outdoors) (5) (12) 11/16/2020 4,500 450 916 0.07
Help HP SCF Investor, LP (Help/Systems) (10) (12) 05/12/2021 12,460 14,732 1.05
LUV Car Wash Holdings, LLC (5) (12) 04/06/2022 116 116 116 0.01
mPulse Mobile, Inc. (5) (12) 12/17/2021 165,761 1,220 1,281 0.09
PCX Holding Corp. (5) (12) 04/22/2021 6,538 654 747 0.05
Pet Holdings, Inc. (Brightpet) (5) (12) 10/06/2020 13,846 1,385 1,028 0.07
Pritchard Industries, Inc. (5) (12) 10/13/2021 1,700,000 1,700 2,210 0.16
Procure Acquiom Financial, LLC (Procure Analytics) (5) (12) 12/20/2021 1,000,000 1,000 1,380 0.10
Recovery Point Systems, Inc. (5) (12) 03/05/2021 1,000,000 1,000 760 0.05
Shelby Co-invest, LP (Spectrum Automotive) (5) (12) 06/29/2021 8,500 850 1,194 0.09
Surewerx Topco, LP (5) (10) (12) 12/28/2022 512 512 512 0.04
Suveto Co-Invest, LP (5) (10) (12) 11/19/2021 17,000 1,700 1,963 0.14
Total Common Equity 28,211 31,890 2.28
Total Other Securities $ 49,406 $ 51,127 3.66 %
Total Portfolio Investments $ 2,939,646 $ 2,873,588 205.65 %

~~Table of Contents~~

~~Morgan Stanley Direct Lending Fund~~

~~Consolidated Schedule of Investments (continued)~~

~~December 31, 2022~~

~~(In thousands)~~


~~(1)~~			Unless otherwise indicated, issuers of debt and equity investments held by the Company are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the 1940 Act, the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2022 the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2022, the Company is not an “affiliated person” of any of its portfolio companies.
~~(2)~~			~~Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility. See Note 6 “Debt”.~~
~~(3)~~			Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either E, L or S or an alternate base rate (commonly based on F or P), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2022. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2022. As of December 31, 2022, the reference rates for our LIBOR-based loans were the 3-month E at 2.13%, the 1-month L at 4.39%, the 3-month L at 4.77%, the 6-month L at 5.14%; the reference rates for our SOFR-based loans were the 1-month S at 4.36%, the 3-month S at 4.59%, the 6-month S at 4.78%; and the reference rate for our Prime rate-based loans were at 7.50%.
~~(4)~~			~~The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.~~
~~(5)~~			These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Valuation Designee, under the supervision of the Board of Directors (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
~~(6)~~			~~Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined below). See Note 6 “Debt”.~~
~~(7)~~			~~Loan includes interest rate floor of 1.00%.~~
~~(8)~~			~~Loan includes interest rate floor of 0.75%.~~
~~(9)~~			~~Loan includes interest rate floor of 0.50%.~~
~~(10)~~			The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2022, non-qualifying assets represented 7.10%6.55% of total assets as calculated in accordance with regulatory requirements.
(11)			Investment was on non-accrual status as of December 31, ~~2022.~~2023.
(12)			Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of December 31, ~~2022,~~2023, the aggregate fair value of these securities is ~~$48,929~~$54,538 or ~~3.50%~~3.17% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(13) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, ~~2022:~~2023:

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
First Lien Debt
365 Retail Markets, LLC 0.50% Revolver 12/23/2026 $ 1,200 $ (27)
48Forty Solutions LLC 0.50% Revolver 11/30/2026 2,715 (139)
ABB Concise Optical Group, LLC 0.50% Revolver 02/23/2028 94 (4)
ARI Network Services, Inc. 0.50% Revolver 02/28/2025 2,121 (60)
AWP Group Holdings, Inc. 0.50% Revolver 12/22/2026 104 (3)
Abacus Data Holdings, Inc. (AbacusNext) 0.50% Revolver 03/10/2027 700 (5)
Abracon Group Holdings, LLC 1.00% Delayed Draw Term Loan 07/06/2024 1,003 (52)
Abracon Group Holdings, LLC 0.50% Revolver 07/06/2028 401 (21)
Advarra Holdings, Inc. 1.00% Delayed Draw Term Loan 08/26/2024 41 (2)
Alert Media, Inc. 0.50% Revolver 04/10/2026 1,750 (58)
Amerilife Holdings, LLC 1.00% Delayed Draw Term Loan 08/31/2024 292 (5)
Amerilife Holdings, LLC 0.50% Revolver 08/31/2028 437 (8)
Answer Acquisition, LLC 0.50% Revolver 12/30/2026 833 (35)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First Lien Debt

365 Retail Markets, LLC

Revolver

12/23/2026

2,800

—

48Forty Solutions, LLC

Revolver

11/30/2026

1,086

(68)

AMCP Pet Holdings, Inc. (Brightpet)

Revolver

10/5/2026

2,042

(44)

ARI Network Services, Inc.

Revolver

2/28/2025

3,030

(29)

AWP Group Holdings, Inc.

Delayed Draw Term Loan

8/1/2025

1,579

(24)

AWP Group Holdings, Inc.

Revolver

12/24/2029

620

(9)

Abacus Data Holdings, Inc. (AbacusNext)

Revolver

3/10/2027

350

—

Abracon Group Holdings, LLC

Delayed Draw Term Loan

7/6/2024

441

(77)

Advarra Holdings, Inc.

Delayed Draw Term Loan

8/26/2024

(1)

Alert Media, Inc.

Revolver

4/10/2026

3,043

(53)

Amerilife Holdings, LLC

Delayed Draw Term Loan

10/7/2025

147

(2)

Amerilife Holdings, LLC

Revolver

8/31/2028

437

(6)

4045

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(continued)~~

December 31, ~~2022~~2023

(In thousands)


Investments-non-controlled/non-affiliated		Unused Fee Rate	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Investments — non-controlled/non-affiliated
Investments — non-controlled/non-affiliated
Investments — non-controlled/non-affiliated									Commitment Type	Commitment Expiration Date	Unfunded Commitment	Fair Value
Answer Acquisition, LLC
Apex Service Partners, LLC
Apex Service Partners, LLC
Appfire Technologies, LLC	Appfire Technologies, LLC	0.50%	Delayed Draw Term Loan	06/13/2024	$	1,674	$	(63)
Appfire Technologies, LLC	Appfire Technologies, LLC	0.50%	Revolver	03/09/2027	157		(6)
Applitools, Inc.	Applitools, Inc.	0.50%	Revolver	05/25/2028	433		(7)
Assembly Intermediate, LLC	Assembly Intermediate, LLC	1.00%	Delayed Draw Term Loan	10/19/2023	2,281		(88)
Assembly Intermediate, LLC	Assembly Intermediate, LLC	0.50%	Revolver	10/19/2027	1,244		(48)
Associations, Inc.	Associations, Inc.	1.00%	Delayed Draw Term Loan	06/10/2024	6,694		(304)
Associations, Inc.	Associations, Inc.	0.50%	Revolver	07/02/2027	1,860		(84)
Atlas Us Finco, Inc.	Atlas Us Finco, Inc.	0.50%	Revolver	12/09/2028	186		(6)
Avalara, Inc.	Avalara, Inc.	0.50%	Revolver	10/19/2028	1,071		(26)
Bottomline Technologies, Inc.	Bottomline Technologies, Inc.	0.50%	Revolver	05/15/2028	267		(10)
Bradyifs Holdings, LLC
Bradyifs Holdings, LLC
Bridgepointe Technologies, LLC	Bridgepointe Technologies, LLC	0.50%	Delayed Draw Term Loan	09/23/2024	10,116		(403)
Bullhorn, Inc.	Bullhorn, Inc.	0.50%	Revolver	09/30/2026	320		(10)
CLEO Communications Holding, LLC	CLEO Communications Holding, LLC	0.50%	Revolver	06/09/2027	12,502		(445)
Caerus US 1, Inc.	Caerus US 1, Inc.	—%	Delayed Draw Term Loan	10/31/2024	1,608		(16)
Caerus US 1, Inc.	Caerus US 1, Inc.	0.50%	Revolver	05/25/2029	878		(17)
Cerity Partners, LLC		1.00%	Delayed Draw Term Loan	12/30/2023	12,699		(381)
DCA Investment Holdings, LLC		1.00%	Delayed Draw Term Loan	03/02/2023	1,026		(15)
Catalis Intermediate, Inc.
Chase Intermediate, LLC
Chase Intermediate, LLC
Citrin Cooperman Advisors, LLC
Coupa Holdings, LLC
Coupa Holdings, LLC
Cyara AcquisitionCo, LLC
Diligent Corporation	Diligent Corporation	0.50%	Revolver	08/04/2025	3,150		(69)
Donuts, Inc.		0.25%	Delayed Draw Term Loan	08/14/2023	3,166		(80)
Dwyer Instruments, Inc.	Dwyer Instruments, Inc.	1.00%	Delayed Draw Term Loan	07/01/2024	2,028		(92)
Dwyer Instruments, Inc.	Dwyer Instruments, Inc.	0.50%	Revolver	07/21/2027	855		(39)
E-Discovery AcquireCo, LLC
Encore Holdings, LLC	Encore Holdings, LLC	0.75%	Delayed Draw Term Loan	11/23/2024	1,469		(35)
Encore Holdings, LLC		0.50%	Revolver	11/23/2027	539		(13)
Energy Labs Holdings Corp.		1.00%	Delayed Draw Term Loan	04/13/2023	47		(1)
Energy Labs Holdings Corp.	Energy Labs Holdings Corp.	0.50%	Revolver	04/07/2028	45		(1)
Excelitas Technologies Corp.	Excelitas Technologies Corp.	0.50%	Delayed Draw Term Loan	08/11/2024	262		(13)
Excelitas Technologies Corp.	Excelitas Technologies Corp.	0.50%	Revolver	08/14/2028	57		(3)
FLS Holding, Inc.	FLS Holding, Inc.	0.50%	Revolver	12/17/2027	1,802		(29)
FMG Suite Holdings, LLC	FMG Suite Holdings, LLC	0.50%	Revolver	10/30/2026	2,074		(44)
Fortis Solutions Group, LLC		0.50%	Delayed Draw Term Loan	10/15/2023	76		(2)
Fortis Solutions Group, LLC		0.50%	Delayed Draw Term Loan	06/24/2024	1,000		(33)
Fortis Solutions Group, LLC		0.50%	Revolver	10/15/2027	2,339		(76)
Foundation Risk Partners Corp.		0.38%	Revolver	10/29/2027	2,689		(47)
GS AcquisitionCo, Inc.		0.50%	Revolver	05/22/2026	2,420		(58)
GSM Acquisition Corp.		0.50%	Revolver	11/16/2026	4,280		(62)
Galway Borrower, LLC		0.50%	Delayed Draw Term Loan	09/30/2023	298		(12)
Galway Borrower, LLC		0.50%	Revolver	09/30/2027	2,053		(88)
Gateway US Holdings, Inc.		1.00%	Delayed Draw Term Loan	03/09/2024	6		—
FORTIS Solutions Group, LLC

4146

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(continued)~~

December 31, ~~2022~~2023

(In thousands)

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
Gateway US Holdings, Inc. 0.50% Revolver 09/22/2026 $ 14 $ —
Govbrands Intermediate, Inc. 1.00% Delayed Draw Term Loan 08/04/2023 4,185 (191)
Govbrands Intermediate, Inc. 0.50% Revolver 08/04/2027 424 (19)
GraphPad Software, LLC 0.50% Revolver 04/27/2027 1,750 (58)
Ground Penetrating Radar Systems, LLC 0.50% Revolver 06/26/2025 1,181 (30)
Gurobi Optimization, LLC 0.50% Revolver 12/19/2023 1,607 —
Heartland Home Services, Inc. 0.75% Delayed Draw Term Loan 08/10/2023 612 (18)
Heartland Veterinary Partners, LLC 1.00% Delayed Draw Term Loan 11/17/2023 1,255 (36)
Heartland Veterinary Partners, LLC 0.50% Revolver 12/10/2026 375 (11)
High Street Buyer, Inc. 0.50% Revolver 04/16/2027 2,136 (62)
KPSKY Acquisition, Inc. 1.00% Delayed Draw Term Loan 06/17/2024 3,413 (154)
KWOR Acquisition, Inc. 1.00% Delayed Draw Term Loan 06/22/2024 4,777 (248)
KWOR Acquisition, Inc. 0.50% Revolver 12/22/2027 122 (6)
Kaseya, Inc. 0.50% Delayed Draw Term Loan 06/22/2024 856 (37)
Kaseya, Inc. 0.50% Revolver 06/25/2029 856 (37)
Komline Sanderson Engineering Corp. 0.50% Delayed Draw Term Loan 05/27/2024 8,529 (507)
Komline Sanderson Engineering Corp. 0.50% Revolver 03/17/2026 2,057 (122)
LUV Car Wash Group, LLC 1.00% Delayed Draw Term Loan 03/14/2024 257 (5)
LegitScript 1.00% Delayed Draw Term Loan 06/24/2024 7,654 (68)
LegitScript 0.50% Revolver 06/24/2028 3,917 (72)
Lightspeed Buyer, Inc. 1.00% Delayed Draw Term Loan 02/28/2023 4,050 (118)
Lightspeed Solution, LLC 0.50% Delayed Draw Term Loan 03/01/2024 2,439 (89)
MHE Intermediate Holdings, LLC 0.50% Revolver 07/21/2027 2,150 (64)
MRI Software, LLC 0.50% Revolver 02/10/2026 2,215 (45)
Magnolia Wash Holdings 0.50% Revolver 07/14/2028 71 (3)
Majesco 0.50% Revolver 09/21/2026 1,575 (66)
Mammoth Holdings, LLC 0.50% Revolver 10/16/2023 953 —
Mantech International CP 0.50% Delayed Draw Term Loan 09/14/2024 87 (2)
Mantech International CP 0.50% Revolver 09/14/2028 53 (1)
Montana Buyer, Inc. 0.50% Revolver 07/22/2028 466 (16)
Netwrix Corporation And Concept Searching, Inc. 0.50% Delayed Draw Term Loan 06/09/2024 1,652 (89)
Netwrix Corporation And Concept Searching, Inc. 0.50% Revolver 06/11/2029 431 (23)
Oak Purchaser, Inc. 0.50% Delayed Draw Term Loan 04/28/2024 1,236 (18)
Oak Purchaser, Inc. 0.50% Revolver 04/28/2028 372 (5)
Oakbridge Insurance Agency, LLC 1.00% Delayed Draw Term Loan 03/31/2024 399 (3)
Oakbridge Insurance Agency, LLC 0.50% Revolver 12/31/2026 36 —
Omni Intermediate Holdings, LLC 1.00% Delayed Draw Term Loan 06/24/2024 732 (31)
Omni Intermediate Holdings, LLC 1.00% Delayed Draw Term Loan 06/24/2024 173 (7)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

FORTIS Solutions Group, LLC

Revolver

10/15/2027

2,564

—

Foundation Risk Partners Corp.

Revolver

10/29/2027

4,571

—

Fullsteam Operations, LLC

Delayed Draw Term Loan

5/27/2025

3,902

(68)

Fullsteam Operations, LLC

Revolver

11/27/2029

608

(18)

GC Waves Holdings, Inc.

Delayed Draw Term Loan

12/31/2024

6,095

(113)

GC Waves Holdings, Inc.

Revolver

8/11/2028

331

(6)

GPS Merger Sub, LLC

Delayed Draw Term Loan

10/2/2025

1,274

(12)

GPS Merger Sub, LLC

Revolver

10/2/2029

1,019

(20)

GS AcquisitionCo, Inc.

Revolver

5/22/2026

2,420

—

GSM Acquisition Corp. (GSM Outdoors)

Revolver

11/16/2026

4,280

(43)

Galway Borrower, LLC

Delayed Draw Term Loan

4/28/2024

1,712

(18)

Galway Borrower, LLC

Revolver

9/30/2027

2,053

(60)

Gateway US Holdings, Inc.

Revolver

9/22/2026

—

GraphPad Software, LLC

Revolver

4/27/2027

875

(3)

Ground Penetrating Radar Systems, LLC

Revolver

6/26/2025

1,641

(14)

Groundworks, LLC

Delayed Draw Term Loan

9/14/2024

—

Groundworks, LLC

Revolver

3/14/2029

—

Heartland Veterinary Partners, LLC

Revolver

12/10/2026

375

(3)

Helios Service Partners, LLC

Delayed Draw Term Loan

2/7/2025

5,933

(59)

Helios Service Partners, LLC

Revolver

3/19/2027

542

(5)

Higginbotham Insurance Agency, Inc.

Delayed Draw Term Loan

8/23/2025

1,254

—

High Street Buyer, Inc.

Revolver

4/16/2027

2,136

—

Hyland Software, Inc.

Revolver

9/19/2029

1,879

(21)

Inszone Mid, LLC

Delayed Draw Term Loan

11/10/2025

6,000

(64)

Inszone Mid, LLC

Revolver

11/12/2029

817

(16)

Integrity Marketing Acquisition, LLC

Revolver

8/27/2026

(1)

Iris Buyer, LLC

Delayed Draw Term Loan

10/2/2030

856

(13)

Iris Buyer, LLC

Revolver

10/2/2029

1,001

(26)

KENG Acquisition, Inc.

Delayed Draw Term Loan

8/1/2025

2,040

(26)

KENG Acquisition, Inc.

Revolver

8/1/2029

781

(10)

KWOR Acquisition, Inc.

Delayed Draw Term Loan

6/22/2024

3,473

(50)

KWOR Acquisition, Inc.

Revolver

12/22/2027

(1)

Kaseya, Inc.

Delayed Draw Term Loan

6/23/2024

803

(4)

Kaseya, Inc.

Revolver

6/25/2029

642

(3)

Komline Sanderson Engineering Corp.

Delayed Draw Term Loan

5/27/2024

8,529

(266)

Komline Sanderson Engineering Corp.

Revolver

3/17/2026

4,746

(148)

4247

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(continued)~~

December 31, ~~2022~~2023

(In thousands)

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
Omni Intermediate Holdings, LLC 0.50% Revolver 12/30/2025 $ 1,065 $ (45)
PCX Holding Corp. 0.50% Revolver 04/22/2027 1,296 (42)
PDFTron Systems, Inc. 0.50% Revolver 07/15/2026 3,850 (128)
Patriot Growth Insurance Services, LLC 0.50% Revolver 10/16/2028 4,485 (207)
Peter C. Foy & Associates Insurance Services, LLC 1.00% Delayed Draw Term Loan 12/14/2023 292 (14)
Peter C. Foy & Associates Insurance Services, LLC 0.50% Revolver 11/01/2027 832 (40)
Pound Bidco, Inc. 0.50% Revolver 01/30/2026 1,163 (5)
Pritchard Industries, LLC 1.00% Delayed Draw Term Loan 10/13/2023 691 (38)
Procure Acquireco, Inc. (Procure Analytics) 1.00% Delayed Draw Term Loan 12/20/2023 794 (35)
Procure Acquireco, Inc. (Procure Analytics) 0.50% Revolver 12/20/2028 238 (11)
Project Boost Purchaser, LLC 1.00% Delayed Draw Term Loan 05/02/2024 1,038 (10)
Project Boost Purchaser, LLC 0.50% Revolver 05/02/2028 449 (4)
Promptcare Infusion Buyer, Inc. 1.00% Delayed Draw Term Loan 09/01/2023 2,431 (85)
QW Holding Corporation 1.00% Delayed Draw Term Loan 05/02/2024 394 (15)
QW Holding Corporation 0.50% Revolver 08/31/2026 2,250 (84)
Randy's Holdings, Inc. 1.00% Delayed Draw Term Loan 11/01/2024 2,248 (31)
Randy's Holdings, Inc. 0.50% Revolver 10/31/2027 757 (22)
Radwell Parent, LLC 0.38% Revolver 04/01/2028 2,442 (71)
Recovery Point Systems, Inc. 0.50% Revolver 08/12/2026 4,000 (5)
Redwood Services Group, LLC 1.00% Delayed Draw Term Loan 12/22/2023 729 (32)
Revalize, Inc. 0.50% Revolver 04/15/2027 71 (3)
Riskonnect Parent, LLC 0.50% Delayed Draw Term Loan 07/07/2024 558 (21)
RoadOne IntermodaLogistics 1.00% Delayed Draw Term Loan 06/30/2024 426 (6)
RoadOne IntermodaLogistics 0.50% Revolver 12/30/2028 255 (8)
Securonix, Inc. 0.50% Revolver 04/05/2028 3,782 (137)
Sherlock Buyer Corp. 1.00% Delayed Draw Term Loan 02/08/2023 3,215 (71)
Sherlock Buyer Corp. 0.50% Revolver 12/08/2027 1,286 (28)
Skykick, Inc. 1.00% Delayed Draw Term Loan 03/01/2023 1,155 (29)
Smarsh, Inc. 1.00% Delayed Draw Term Loan 02/18/2024 536 (20)
Smarsh, Inc. 0.50% Revolver 02/16/2029 268 (10)
MSM Acquisitions, Inc. 1.00% Delayed Draw Term Loan 01/30/2023 23,439 (560)
MSM Acquisitions, Inc. 0.50% Revolver 12/09/2026 2,112 (51)
Spectrum Automotive Holdings Corp. 1.00% Delayed Draw Term Loan 06/29/2023 1,917 (112)
Spectrum Automotive Holdings Corp. 0.50% Revolver 06/29/2027 881 (51)
Spotless Brands, LLC 0.50% Revolver 07/25/2028 145 (6)
Stepping Stones Healthcare Services, LLC 1.00% Delayed Draw Term Loan 01/14/2024 737 (39)
Stepping Stones Healthcare Services, LLC 0.50% Revolver 12/30/2026 175 (9)
Summit Buyer, LLC 1.00% Delayed Draw Term Loan 06/23/2023 3,304 (146)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

LJ Avalon Holdings, LLC

Delayed Draw Term Loan

8/1/2024

1,028

(24)

LJ Avalon Holdings, LLC

Revolver

2/1/2029

675

(16)

LUV Car Wash Group, LLC

Delayed Draw Term Loan

3/14/2024

274

(1)

LegitScript, LLC

Delayed Draw Term Loan

6/24/2024

6,612

(59)

LegitScript, LLC

Revolver

6/24/2028

3,167

(28)

Lightspeed Solution, LLC

Delayed Draw Term Loan

3/1/2024

2,024

(36)

MHE Intermediate Holdings, LLC

Revolver

7/21/2027

2,500

(25)

MRI Software, LLC

Delayed Draw Term Loan

12/19/2025

—

MRI Software, LLC

Revolver

2/10/2026

2,252

(12)

Magneto Components Buyco, LLC

Delayed Draw Term Loan

6/5/2025

3,035

(28)

Magneto Components Buyco, LLC

Revolver

12/5/2029

2,529

(46)

Magnolia Wash Holdings

Revolver

7/14/2028

(7)

Majesco

Revolver

9/21/2026

1,575

(18)

Mantech International CP

Delayed Draw Term Loan

9/14/2024

—

Mantech International CP

Revolver

9/14/2028

—

Mobile Communications America, Inc.

Delayed Draw Term Loan

10/16/2025

1,921

(14)

Mobile Communications America, Inc.

Revolver

10/16/2029

960

(14)

Montana Buyer, Inc.

Revolver

7/22/2028

400

(3)

Netwrix Corporation And Concept Searching, Inc.

Delayed Draw Term Loan

6/10/2024

1,528

(23)

Netwrix Corporation And Concept Searching, Inc.

Revolver

6/11/2029

431

(6)

Oak Purchaser, Inc.

Delayed Draw Term Loan

4/28/2024

127

(3)

Oak Purchaser, Inc.

Revolver

4/28/2028

372

(8)

Omni Intermediate Holdings, LLC

Delayed Draw Term Loan

6/24/2024

138

(7)

Omni Intermediate Holdings, LLC

Revolver

12/30/2025

233

(11)

PCX Holding Corp.

Revolver

4/22/2027

987

(6)

PDFTron Systems, Inc.

Revolver

7/15/2026

3,850

(62)

PPV Intermediate Holdings, LLC

Delayed Draw Term Loan

8/31/2025

15,090

(124)

Pareto Health Intermediate Holdings, Inc.

Revolver

6/1/2029

792

(6)

Patriot Growth Insurance Services, LLC

Revolver

10/16/2028

4,485

(44)

Peter C. Foy & Associates Insurance Services, LLC

Delayed Draw Term Loan

10/19/2024

1,695

(8)

Peter C. Foy & Associates Insurance Services, LLC

Revolver

11/1/2027

832

(12)

Pound Bidco, Inc.

Delayed Draw Term Loan

12/31/2024

297

—

Pound Bidco, Inc.

Revolver

1/30/2026

1,163

—

Procure Acquireco, Inc. (Procure Analytics)

Revolver

12/20/2028

238

(7)

Project Boost Purchaser, LLC

Delayed Draw Term Loan

5/2/2024

589

(1)

4348

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(continued)~~

December 31, ~~2022~~2023

(In thousands)

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value
Summit Buyer, LLC 0.50% Revolver 01/14/2026 $ 2,420 $ (107)
Surewerx Purchaser III, Inc. 0.50% Revolver 12/28/2028 1,681 (50)
Surewerx Purchaser III, Inc. 1.00% Delayed Draw Term Loan 06/27/2024 3,601 (72)
Suveto 1.00% Delayed Draw Term Loan 09/09/2023 5,081 (182)
Suveto 0.50% Revolver 09/09/2027 486 (18)
Sweep Purchaser, LLC 1.00% Delayed Draw Term Loan 05/05/2024 273 (15)
Sweep Purchaser, LLC 0.50% Revolver 11/30/2026 1,153 (62)
Syntax Systems Ltd 1.00% Delayed Draw Term Loan 10/29/2023 9,356 (510)
Syntax Systems Ltd 0.50% Revolver 10/29/2026 1,247 (68)
Tamarack Intermediate, LLC 0.50% Revolver 03/13/2028 808 (36)
Tank Holding Corp. 0.38% Revolver 03/31/2028 667 (37)
Thrive Buyer, Inc. (Thrive Networks) 0.50% Revolver 01/22/2027 1,717 (42)
Triple Lift, Inc. 0.25% Revolver 05/08/2028 2,467 (127)
Trunk Acquisition, Inc. 0.50% Revolver 02/19/2026 857 (39)
Two Six Labs, LLC 1.00% Delayed Draw Term Loan 08/20/2023 2,134 (52)
Two Six Labs, LLC 0.50% Revolver 08/20/2027 2,134 (52)
United Flow Technologies Intermediate Holdco II, LLC 1.00% Delayed Draw Term Loan 10/29/2023 164 (5)
United Flow Technologies Intermediate Holdco II, LLC 1.00% Delayed Draw Term Loan 10/29/2023 10,000 (303)
United Flow Technologies Intermediate Holdco II, LLC 0.50% Revolver 10/29/2026 3,000 (91)
UpStack, Inc. 1.00% Delayed Draw Term Loan 08/26/2023 1,050 (32)
UpStack, Inc. 0.50% Revolver 08/20/2027 875 (26)
V Global Holdings, LLC 0.50% Revolver 12/22/2025 672 (34)
VRC Companies, LLC 0.75% Delayed Draw Term Loan 01/06/2024 6,059 (212)
VRC Companies, LLC 0.50% Revolver 06/29/2027 1,653 (58)
Valcourt Holdings II, LLC 1.00% Delayed Draw Term Loan 01/07/2023 1,121 (13)
Vardiman Black Holdings, LLC 1.25% Delayed Draw Term Loan 03/18/2024 142 (8)
Vessco Midco Holdings, LLC 0.50% Revolver 10/18/2026 268 (4)
World Insurance Associates, LLC 0.50% Revolver 04/01/2026 444 (14)
Zarya Intermediate, LLC 0.50% Revolver 07/01/2027 3,649 (7)
mPulse Mobile, Inc. 1.00% Delayed Draw Term Loan 02/17/2023 1,996 (60)
mPulse Mobile, Inc. 0.50% Revolver 12/17/2027 353 (11)
Total First Lien Debt Unfunded Commitments $ 305,663 $ (9,984)
Second Lien Debt
Heartland Veterinary Partners, LLC 0.50% Delayed Draw Term Loan 11/17/2023 $ 88 $ (7)
Infinite Bidco, LLC 1.00% Delayed Draw Term Loan 03/14/2023 8,500 (269)
Total Second Lien Debt Unfunded Commitments $ 8,588 $ (276)
Total Unfunded Commitments $ 314,251 $ (10,260)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Project Boost Purchaser, LLC

Revolver

5/2/2028

449

—

RSC Acquisition, Inc.

Delayed Draw Term Loan

2/14/2025

610

(5)

Randy's Holdings, Inc.

Delayed Draw Term Loan

11/1/2024

2,248

(8)

Randy's Holdings, Inc.

Revolver

11/1/2028

639

(2)

Raptor Merger Sub Debt, LLC

Revolver

4/1/2028

1,953

(2)

Recovery Point Systems, Inc.

Revolver

8/12/2026

4,000

—

Redwood Services Group, LLC

Delayed Draw Term Loan

1/31/2025

505

(12)

Revalize, Inc.

Revolver

4/15/2027

(1)

Riskonnect Parent, LLC

Delayed Draw Term Loan

7/7/2024

558

(1)

RoadOne IntermodaLogistics

Delayed Draw Term Loan

6/30/2024

273

(5)

RoadOne IntermodaLogistics

Revolver

12/29/2028

309

(6)

Securonix, Inc.

Revolver

4/5/2028

3,782

(210)

Sherlock Buyer Corp.

Delayed Draw Term Loan

9/6/2025

3,215

(2)

Sherlock Buyer Corp.

Revolver

12/8/2027

1,286

(1)

Smarsh, Inc.

Delayed Draw Term Loan

2/18/2024

536

(9)

Smarsh, Inc.

Revolver

2/16/2029

268

(5)

Spectrio, LLC

Revolver

12/9/2026

493

(25)

Spectrum Automotive Holdings Corp.

Delayed Draw Term Loan

6/29/2024

1,154

(26)

Spectrum Automotive Holdings Corp.

Revolver

6/29/2027

881

(20)

Spotless Brands, LLC

Revolver

7/25/2028

114

(1)

Stepping Stones Healthcare Services, LLC

Delayed Draw Term Loan

1/1/2024

276

(4)

Stepping Stones Healthcare Services, LLC

Revolver

12/30/2026

625

(9)

Summit Acquisition, Inc.

Delayed Draw Term Loan

11/1/2024

1,638

(25)

Summit Acquisition, Inc.

Revolver

5/1/2029

819

(12)

Summit Buyer, LLC

Delayed Draw Term Loan

8/25/2025

197

(5)

Summit Buyer, LLC

Revolver

1/14/2026

2,443

(59)

Superman Holdings, LLC

Delayed Draw Term Loan

5/1/2025

380

(5)

Surewerx Purchaser III, Inc.

Delayed Draw Term Loan

6/28/2024

1,128

—

Surewerx Purchaser III, Inc.

Revolver

12/28/2028

494

—

Suveto

Revolver

9/9/2027

930

(19)

Sweep Purchaser, LLC

Delayed Draw Term Loan

5/5/2024

273

(55)

Sweep Purchaser, LLC

Revolver

11/30/2026

(6)

Syntax Systems Ltd

Revolver

10/29/2026

1,447

(26)

Tamarack Intermediate, LLC

Delayed Draw Term Loan

10/6/2025

398

(6)

Tamarack Intermediate, LLC

Revolver

3/13/2028

900

(22)

Tank Holding Corp.

Delayed Draw Term Loan

5/22/2024

494

(10)

4449

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments ~~(continued)~~

December 31, ~~2022~~2023

(In thousands)


Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Tank Holding Corp.	Revolver	3/31/2028	$	587	$	(26)
Thrive Buyer, Inc. (Thrive Networks)	Revolver	1/22/2027	1,321		(26)
Tidi Legacy Products, Inc.	Delayed Draw Term Loan	6/19/2025	913		(9)
Tidi Legacy Products, Inc.	Revolver	12/19/2029	657		(13)
Trintech, Inc.	Revolver	7/25/2029	2,092		(39)
Triple Lift, Inc.	Revolver	5/5/2028	2,467		(172)
Trunk Acquisition, Inc.	Revolver	2/19/2026	857		(16)
Two Six Labs, LLC	Revolver	8/20/2027	2,134		(48)
United Flow Technologies Intermediate Holdco II, LLC	Delayed Draw Term Loan	1/1/2024	32		—
United Flow Technologies Intermediate Holdco II, LLC	Revolver	10/29/2026	1,155		(15)
UpStack, Inc.	Delayed Draw Term Loan	6/30/2025	6,197		(155)
UpStack, Inc.	Revolver	8/20/2027	613		(15)
V Global Holdings, LLC	Revolver	12/22/2025	396		(8)
VRC Companies, LLC	Revolver	6/29/2027	1,653		(2)
Vensure Employer Services, Inc.	Delayed Draw Term Loan	6/15/2025	2,362		(20)
Vertex Service Partners, LLC	Delayed Draw Term Loan	11/8/2025	2,562		(39)
Vertex Service Partners, LLC	Revolver	11/8/2030	460		(11)
Vessco Midco Holdings, LLC	Revolver	10/18/2026	428		—
World Insurance Associates, LLC	Revolver	4/3/2028	1,269		(41)
YI, LLC	Delayed Draw Term Loan	6/6/2025	1,178		(12)
YI, LLC	Revolver	12/3/2029	883		(17)
Zarya Intermediate, LLC	Revolver	7/1/2027	521		—
iCIMS, Inc.	Delayed Draw Term Loan	8/18/2025	101		—
iCIMS, Inc.	Revolver	8/18/2028	38		—
mPulse Mobile, Inc.	Revolver	12/18/2027	2,668		(59)
Total First Lien Debt Unfunded Commitments			$	294,950	$	(4,552)
Total Unfunded Commitments			$	294,950	$	(4,552)

Table of Contents

Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

(In thousands, except shares and per share amounts)

(1) ~~Organization~~ORGANIZATION

Morgan Stanley Direct Lending Fund (the “Company”) is a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company has elected to be treated, and intends to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is not a subsidiary of or consolidated with Morgan Stanley.

The Company was formed as a Delaware limited liability company on May 30, 2019 and, effective November 25, 2019, converted to a Delaware corporation. The Company commenced investment operations in January 2020. The Company has delegated the right to manage the assets of the Company to MS Capital Partners Adviser Inc., as the investment adviser to the Company (the “Adviser” or “Investment Adviser”). The Investment Adviser is an indirect, wholly owned subsidiary of Morgan Stanley.

The Company’s investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies ~~backed by~~in which private equity ~~sponsors.~~sponsors have a controlling equity stake in the portfolio company.

The Company ~~has~~ conducted ~~and from time to time may conduct~~ private offerings of its common stock, ~~of the Company,~~ par value $0.001 per share (the “Common Stock”), to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). At the closing of ~~any~~each private offering, each investor ~~makes~~made a capital commitment (a “Capital Commitment”) to purchase shares of Common Stock pursuant to a subscription agreement entered into with the Company. ~~Investors are required to fund drawdowns to purchase~~As of October 4, 2023, all Capital Commitments had been fully funded.

On January 26, 2024, the Company closed its initial public offering (“IPO”), issuing 5,000,000 shares of its Common Stock ~~up to the amount~~at a public offering price of ~~their respective Capital Commitments each time~~$20.67 per share. Net of underwriting fees, the Company ~~delivers a notice to~~received net cash proceeds, before offering expenses, of approximately $97.1 million. The Company’s Common Stock began trading on the ~~investors. In accordance with~~NYSE under the terms of the subscription agreements (the “Subscription Agreements”) entered into by investors in the Company, the Company’s Board of Directors (the “Board of Directors”) approved a one-year extension of the Investment Period (as defined in the Subscription Agreements) such that the Investment Period will expiresymbol “MSDL” on ~~December 23, 2023.~~January 24, 2024.

The Company has formed wholly owned subsidiaries, which are structured as Delaware limited liability companies, for the purpose of holding certain investments in portfolio companies made by the Company. ~~As of March 31, 2023, the~~The Company’s wholly owned subsidiaries ~~were formed as Delaware limited liability companies and included:~~include: DLF CA SPV LLC (“CA SPV”), DLF SPV LLC (“DLF SPV”), DLF Financing SPV LLC (“~~DLF LLC”~~Financing SPV”) and DLF Equity Holdings LLC (“~~DLF~~ Equity Holdings,” and collectively with CA SPV, DLF SPV and ~~DLF LLC,~~Financing SPV, the “subsidiaries”). The Company consolidates its wholly owned subsidiaries in these consolidated financial ~~statements from the date of the respective subsidiary’s formation.~~statements.

4551

Table of Contents

~~Morgan Stanley Direct Lending Fund~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2023~~

~~(In thousands, except shares and per share amounts)~~

(2) ~~Summary of Significant Accounting Policies~~SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments and reclassifications, consisting solely of normal recurring accruals considered necessary for the fair presentation of consolidated financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that the Company may ultimately achieve for the year ending December 31, ~~2023.~~

The Company reclassified certain industry groupings of its portfolio companies presented in the accompanying consolidated financial statements as of December 31, 2022 to align with the recently updated Global Industry Classification Standards (“GICS”), where applicable. These reclassifications had no impact on the Consolidated Statement of Assets and Liabilities as of December 31, 2022.2024.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.

Consolidation

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly owned subsidiaries in the consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.

Cash

Cash is carried at cost, which approximates fair value. The Company deposits its cash with multiple financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.

Foreign Currency Translation

The functional currency of the Company is the U.S. Dollar. Investments denominated in foreign currencies are translated into U.S. Dollars based upon currency exchange rates effective on the last business day of the current reporting period. Net changes in fair value of investments due to foreign exchange rates fluctuation is recorded as change in unrealized appreciation (depreciation) from translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. Investment and non-investment activities denominated in foreign currencies, including purchase and sales of investments, borrowings and repayments of debt, income and expenses, are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.

Investments

Investment transactions are recorded on the trade date. Receivables/payables from investments sold/purchased on the Consolidated Statements of Assets and Liabilities consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

The Company's Board of Directors (the “Board of Directors” or the “Board”), with the assistance of the Company’s audit committee (the “Audit Committee”), determines the fair value of the Company’s investments in accordance with ASC Topic 820, Fair Value Measurements (“ASC 820”) issued by the FASB. The Board of Directors has delegated to the Investment Adviser as the ~~Valuation Designee~~valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of

~~Table of Contents~~

the Board of Directors. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value is a market-based measurement, not an entity-specific measurement. For some investments, observable market transactions or market information might be available. For other investments, observable market

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transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the ~~same—~~same - to estimate the price when an orderly transaction to sell the investment would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant). Refer to Note 5 “Fair Value Measurements” for the Company’s framework for determining fair value, fair value hierarchies, and the composition of the Company’s portfolio.

Revenue Recognition

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective investment using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt investment, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

PIK Income

The Company has debt investments in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in PIK income on the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. This non-cash source of income is included when determining what must be paid out to stockholders in the form of distributions in order for the Company to maintain its status as a RIC, even though the Company has not yet collected cash.

Dividend ~~income~~Income

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private ~~portfolio companies and on the ex-dividend date for publicly traded~~ portfolio companies. Dividend income is presented net of withholding tax, if any.

Other Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.

Non-Accrual ~~Income~~Investments

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

~~Organization~~As of March 31, 2024 and ~~Offering Costs~~

~~Costs associated with the organization of~~December 31, 2023, the Company ~~are expensed~~had three and three investments, respectively, that were on non-accrual status. The amortized cost of investments on non-accrual status as ~~incurred, subject to the limitations discussed in Note 3. These costs consist primarily~~ of ~~legal fees~~March 31, 2024 and ~~other costs of organizing the Company.~~December 31, 2023 was $12,374 and $19,353, respectively.

Offering Costs associated with the offering of Common Stock are capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from the initial capital call, subject to the limitation described in Note 3 below. These costs consist primarily of legal fees and other costs incurred in connection with the Company’s continuous private offerings of its Common Stock.

~~Expenses~~

The Company ~~is responsible for investment expenses, professional fees and other general and administrative~~records expenses related to ~~the Company’s operations. Such fees and expenses, including expenses incurred by the Adviser on behalf~~public equity offerings as a reduction of ~~the Company, will be reimbursed by the Company, subject to contractual thresholds.~~

~~Table~~capital upon completion of ~~Contents~~

~~The Company pays the Investment Adviser a base management fee and~~ an incentive fee under the Investment Advisory Agreement between the Company and the Investment Adviser (the “Investment Advisory Agreement”) as described in Note 3 below. The fees are recorded on the Consolidated Statementsoffering of ~~Operations.~~registered securities.

Deferred Financing Costs and Debt Issuance Costs

~~The Company records upfront~~Deferred financing and debt issuance costs consist of fees ~~legal~~ and ~~other direct costs incurred~~expenses paid in connection with the closing of and amendments to the Company’s ~~issuance of revolving debt facilities (the “Deferred Financing Costs”). These~~borrowings. The aforementioned costs are ~~deferred and~~ amortized ~~over the life of the related revolving credit facilities~~ using the straight-line ~~method.~~method over each instrument’s term. Deferred ~~Financing Costs~~financing costs related to a revolving credit ~~facilities are~~facility is presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. ~~The amortization of such~~ Deferred ~~Financing Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses.~~

~~The Company records~~debt issuance costs related to the issuance of term debt obligations (the “Debt Issuance Costs”) on the consolidated financial statements. The costs, including upfront fees, legal and other direct costs incurred in connection with the issuance are deferred and amortized over the life of the related term obligation using the straight-line method. The amortization of Debt Issuance Costsany notes are presented ~~on the Consolidated Statements of Operations as interest expense and other financing expenses. Any unamortized Debt Issuance Costs are presented as a reduction to~~net against the outstanding ~~term~~ debt ~~principal amount~~balance on the Consolidated Statements of Assets and Liabilities.

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Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate U.S. federal income taxes on any ordinary income or capital gains that it distributes, at least annually, to its stockholders as ~~dividends.~~distributions.

In order to continue to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute.

The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (the “ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a ~~dividend~~distribution declared prior to filing the final tax return related to the year which generated such ICTI.

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. ~~The~~For the three months ended March 31, 2024 and March 31, 2023, the Company ~~currently intends to make sufficient distributions each taxable year to satisfy the~~accrued $436 and $0 of U.S. federal excise ~~distribution requirements.~~tax, respectively.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense.

~~For the three months ended March 31, 2023 and March 31, 2022, the Company did not accrue any U.S. federal excise tax.~~

New Accounting ~~Standards~~Pronouncements

In March 2020, the FASB issued Accounting Standards Update 2020-04 (“ASU 2020-04”) “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This accounting update provides optional accounting relief to entities with contracts, hedge accounting relationships or other transactions that reference LIBOR or other interest rate benchmarks for which the referenced rate is expected to be discontinued or replaced. This optional relief generally allows for contract modifications solely related to the replacement of the reference rate to be accounted for as a continuation of the existing contract instead of as an extinguishment of the contract, and would therefore not trigger certain accounting impacts that would otherwise be required. In December ~~2022,~~2023, the FASB issued ASU ~~No. 2022-06, Reference Rate Reform~~2023-09 “Income Taxes (Topic ~~848)~~740): ~~Deferral of~~Improvements to Income Tax Disclosures,” (“ASU 2023-09”). ASU 2023-09 requires additional disaggregated disclosures on the ~~Sunset Date of Topic 848, which deferred~~entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the ~~sunset day of this guidance to~~option for retrospective application, for annual periods beginning after December ~~31, 2024.~~15, 2024 and early adoption is permitted. The Company ~~adopted~~does not expect the ~~accounting relief on January 1, 2022, and noted no~~adoption of ASU 2023-09 to have a material impact on ~~the~~its consolidated financial ~~statements, as relevant contract relationship modifications are made during the course of the reference rate reform transition period.~~statements.

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(3)~~Related Party Transactions~~SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

On November 25, 2019, the Company entered into ~~the~~an investment advisory agreement with our Adviser (the "Original Investment Advisory ~~Agreement.~~Agreement"). The Original Investment Advisory Agreement had an initial term of two years ~~and continues~~continued thereafter from year to year if approved annually by the Board of Directors or the Company’s stockholders, including, in each case, a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”). The renewal of the Original Investment Advisory Agreement was most recently approved in August ~~2022.~~2023.

On January 24, 2024, the Company entered into the Amended and Restated Investment Advisory Agreement with the Adviser (as amended and restated, the “Investment Advisory Agreement”). The Investment Advisory Agreement incorporates (i) a cumulative three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized capital loss, if any, during the applicable three-year lookback period. The Investment Advisory Agreement will continue from year to year if approved annually the Board of Directors or the Company’s stockholders, including, in each case, a majority of the Independent Directors. The Investment Advisory Agreement was initially approved by the Board in September 2023, which was subject to the completion of the IPO.

The Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a base management fee (the “Base Management Fee”) and an incentive fee. The cost of both the Base Management Fee and the incentive fee are ultimately be borne by the stockholders.

Base Management Fee

The Base Management Fee is calculated at an annual rate of 1.0% of the ~~Company’s~~Company's average gross assets at the end of the two most recently completed calendar quarters, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents. ~~Prior~~

Pursuant to ~~a listing of~~ the ~~Common Stock on a national securities exchange,~~Original Investment Advisory Agreement, the Adviser ~~has~~ agreed to irrevocably waive the portion of the Base Management Fee in excess of 0.25% of the Company’s average gross assets calculated in accordance with the Original Investment Advisory ~~Agreement. Any~~Agreement prior to a listing of the Common Stock on a national securities exchange.

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Pursuant to the Investment Advisory Agreement, the Adviser has agreed to irrevocably waive any portion of the Base Management Fee in excess of 0.75% of the Company's average gross assets calculated in accordance with the Investment Advisory Agreement for the period from January 24, 2024 to January 24, 2025 (the “Waiver Period”).

Waived Base Management Fees ~~so waived~~ are not subject to recoupment by the Adviser. ~~The~~For services rendered under the Investment Advisory Agreement, the Base Management Fee is payable quarterly in ~~arrears, and no management fee is charged on committed but undrawn Capital Commitments.~~arrears. Base Management Fees for any partial month or quarter will be appropriately pro-rated.

For the three months ended March 31, ~~2023~~2024 and March 31, ~~2022,~~2023, Base Management Fees were ~~$1,826,~~$5,132 and ~~$1,546~~$1,826, net of waiver, respectively. As of March 31, ~~2023~~2024 and December 31, ~~2022, $1,826~~2023, $5,132 and ~~$1,783~~$2,012 were payable to the Investment Adviser relating to Base Management Fees.

Incentive Fee

The incentive fee consists of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income and the other component is based on capital gains.

i.Incentive Fee Based on Income

The first part is determined and paid quarterly based on the Company's pre-incentive fee net investment income, and is subject to an Incentive Fee Cap (as defined below) pursuant to the Investment Advisory Agreement. Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Administration Agreement (as defined below), any interest expense and distributions paid on any issued and outstanding preferred stock, but excluding the incentive fee. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Adviser is not obligated to return any incentive fee it receives on PIK interest that is later determined to be uncollectible in cash. ~~Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.~~

~~The~~Pursuant to the Original Investment Advisory Agreement, the Company ~~pays~~paid its Adviser an ~~income based~~income-based incentive fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows:

•No income based incentive fee if the Company’s pre-incentive fee net investment income, expressed as a return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, does not exceed the hurdle rate of 1.5% (6.0% annualized);

•100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.8182% (7.2728% annualized). This portion of the pre-incentive fee net investment income (which exceeds the Hurdle Rate but is less than 1.8182%) is referred to as the “catch-up”. This “catch-up” portion is meant to provide the Adviser with approximately 17.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if the “catch up” is achieved; and

•17.5% of the Company’s pre-incentive fee net investment income, if any, that exceeds the rate of return of 1.8182% (7.2728% annualized).

Pursuant to the Investment Advisory Agreement, the Company pays its Adviser an incentive fee on its aggregate pre-incentive fee net investment income in respect of (1) for the quarter ending March 31, 2024 (the “First Calendar Quarter”), the First Calendar Quarter, and (2) commencing with the quarter ending June 30, 2024, the current calendar quarter and eleven preceding calendar quarters beginning with the calendar quarter commencing on April 1, 2024 (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commence on or after April 1, 2024) (in either case, the “Trailing Twelve Quarters”).

Pre-incentive fee net investment income in respect of the First Calendar Quarter will be compared to a hurdle rate equal to 1.5% (6.0% annualized), and, if pre-incentive fee net investment income for the First Calendar Quarter exceeds the hurdle rate, the incentive fee will be 100% of pre-incentive fee net investment income until the Adviser has received a “catch up” equal to 17.5%, plus 17.5% of pre-incentive fee net investment income above the catch up.

Commencing with the quarter ending June 30, 2024, pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Rate” equal to the product of (i) the hurdle rate of 1.5% per quarter (6% annualized) and (ii) the sum of the Company's net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The incentive fee based on income for each calendar quarter will be determined as follows:

•No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Rate;

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•100% of pre-incentive fee net investment income in respect of the Trailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.8182% in any calendar quarter (7.2728% annualized). This portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.8182%) is referred to as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 17.5% of our pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.8182% in any calendar quarter; and

•17.5% of the pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds 1.8182% in any calendar quarter (7.2728% annualized), which reflects that once the hurdle rate is reached and the catch-up is achieved, 17.5% of all pre-incentive fee net investment income is paid to the Adviser.

Commencing with the quarter ending June 30, 2024, each income incentive fee will be subject to an incentive fee cap (the “Incentive Fee Cap”) that in respect of any calendar quarter is an amount equal to 17.5% of the Cumulative Pre-Incentive Fee Net Return (as defined herein) during the Trailing Twelve Quarters less the aggregate incentive fees based on income that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. In the event the Incentive Fee Cap is zero or a negative value then no income incentive fee shall be payable and if the Incentive Fee Cap is less than the amount of incentive fee based on income that would otherwise be payable, the amount of incentive fee based on income shall be reduced to an amount equal to the Incentive Fee Cap.

“Cumulative Pre-Incentive Fee Net Return” (A) during the First Calendar Quarter, the sum of pre-incentive fee net investment income in the First Calendar Quarter and (B) during the relevant Trailing Twelve Quarters, the sum of (x) pre-incentive fee net investment income in respect of the Trailing Twelve Quarters and (y) Adjusted Capital Returns (as defined below) in respect of the Trailing Twelve Quarters. If, in any calendar quarter, the Incentive Fee Cap is zero or a negative value, the Company shall pay no income incentive fee to the Adviser in respect of that quarter. If, in any calendar quarter, the Incentive Fee Cap is a positive value but is less than the incentive fee calculated as described above, the Company shall pay the Adviser the Income Incentive Fee Cap in respect of such quarter. If, in any calendar quarter, the Incentive Fee Cap is equal to or greater than the incentive fee calculated as described above, the Company shall pay the Adviser the incentive fee in respect of such quarter. “Adjusted Capital Returns” in respect of a particular period means the sum of aggregate realized losses and aggregate realized capital gains in respect of such period.

For the Waiver Period, the Adviser has irrevocably waived its right to receive each component of the income incentive fee in excess of amounts calculated as described above using (1) 15.0% instead of 17.5% and (2) a catch-up amount (as applicable) calculated using 1.7647% in place of 1.8182%. For periods in which the waiver described in this paragraph is in effect for less than a full quarter or calendar year, as applicable, the applicable incentive fee shall be calculated at a weighted rate during the applicable days in such period during the Waiver Period.

For the three months ended March 31, 2024 and March 31, 2023, income based incentive fees were $10,126 and $9,381, net of waiver respectively. As of March 31, 2024 and December 31, 2023, $10,126 and $11,766 were payable to the Investment Adviser relating to income based incentive fees.

ii.Incentive Fee Based on Capital Gains

The second part of the incentive fee is determined on realized capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 17.5% of ~~the~~ realized capital gains, if any, on a cumulative basis from the date of the Company's election to be regulated as a BDC through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”). For the purpose of computing the incentive fee on capital gains, the calculation methodology looks through derivative financial instruments or swaps as if the Company owned the reference assets directly.

49For the calendar years ended December 31, 2024 and December 31, 2025, the Adviser has irrevocably waived any capital gains incentive fee in excess of amounts calculated as described above using 15.0% instead of 17.5%. in the calculation of any such capital gains incentive fee solely with respect to the Waiver Period, such that the capital gains incentive fee shall be calculated at a weighted rate calculated based on this waiver being applicable only during the applicable days in such calendar year during the Waiver Period, based, in each case, on the number of days in the applicable year.

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Under U.S. GAAP, the Company is required to accrue an incentive fee on capital gains, including unrealized capital appreciation even though such unrealized capital appreciation is not included in calculating the incentive fee payable under the Investment Advisory Agreement. If such amount is positive at the end of a period, then the Company records an incentive fee on capital gain incentive fee equal to 17.5% (or 15% during the Waiver Period) of such amount, less the aggregate amount of any previously paid capital gain incentive fees. If such amount is negative, no accrual is recorded for such period.

~~For the three months ended March 31, 2023 and March 31, 2022, $9,381 and $5,466 respectively,~~

Table of ~~income based incentive fees were accrued to the Investment Adviser.~~Contents

For the three months ended March 31, 2024 and March 31, 2023, ~~there were no~~the Investment Adviser accrued $0 and $0 capital gains incentive fees accrued to the Investment Adviser. For the three months ended March 31, 2022, $747 of previously accrued capital gains incentive fees to the Investment Adviser were reversed due to changes in unrealized depreciation on investments during the period.fees. The Investment Advisory Agreement does not permit unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser. Amounts due related to unrealized capital appreciation, if any, will not be paid to the Investment Adviser until realized under the terms of the Investment Advisory Agreement and determined based on the calculation. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.

As of March 31, 2024 and December 31, 2023, ~~$9,381~~$0 and $0, respectively, were payable to the Investment Adviser relating to ~~income based incentive fees and~~ capital gains incentive fees payable. ~~As of December 31, 2022, $8,118 and $0 were payable to the Investment Adviser relating to income based incentive fees and capital gains incentive fees, respectively.~~

Administration Agreement

MS Private Credit Administrative Services LLC (the “Administrator”) is the administrator of the Company pursuant to an administration agreement (the “Administration Agreement”). The Administrator is an indirect, wholly owned subsidiary of Morgan Stanley.

Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements ~~equal to an amount that reimburses~~from the ~~Administrator~~Company for its costs and expenses and the Company’s allocable portion of overhead costs incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to ~~our~~its Chief ~~Compliance~~Financial Officer and Chief ~~Financial~~Compliance Officer. Reimbursement under the Administration Agreement occurs quarterly in arrears. The Administration Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors, which most recently approved the renewal of the Administration Agreement in August ~~2022.~~2023.

For the three months ended March 31, ~~2023~~2024 and March 31, ~~2022,~~2023, the Company incurred ~~$54~~$25 and ~~$16,~~$54, respectively, in expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations.

Amounts unpaid and included in payable to affiliates on the Consolidated Statements of Assets and Liabilities as of March 31, ~~2023~~2024 and December 31, ~~2022~~2023 were ~~$164~~$181 and ~~$110,~~$178, respectively.

~~Expense Support and Waiver~~Sub-Administration Agreement

~~On December 31, 2019, the~~The Company has entered into ~~an expense support~~sub-administration agreement with State Street Bank and ~~waiver agreement~~Trust Company (the ~~“Expense Support~~“Sub-Administrator”) under which the Sub-Administrator provides various accounting and ~~Waiver Agreement”) with~~administrative services to the Investment Adviser. Under the terms of the Expense Support and Waiver Agreement, the Investment Adviser agreed to waive any reimbursement by the Company of offering and organizational expenses incurred by the Investment Adviser on behalf of the Company in excess of $1,000 or 0.10% of the aggregate Capital Commitments of the Company, whichever is greater. If actual organization and offering costs incurred exceed the greater of $1,000 or 0.10% ofCompany. The Sub-Administrator also serves as the Company’s ~~total Capital Commitments, the Investment Adviser or its affiliate will bear the excess costs.~~

~~For the three months ended March 31, 2023~~custodian, transfer agent, distribution paying agent and March 31, 2022, the Company did not incur any organization costs. For the three months ended March 31, 2023 and March 31, 2022, the Investment Adviser recaptured $0 and $39 of previously waived amounts from the Company. As of March 31, 2023 and December 31, 2022, the Company had reimbursed the Investment Adviser all organization and offering costs incurred and there were no organization and offering costs payable on the Consolidated Statements of Assets and Liabilities.

~~License Agreement~~

~~The Company entered into the license agreement (the~~ “~~License Agreement~~”) with Morgan Stanley under which Morgan Stanley Investment Management, Inc. has granted the Company a non-exclusive, royalty-free license to use the name “Morgan Stanley” for specified purposes in the Company’s business. Under the License Agreement, the Company has a right to use the “Morgan Stanley” name, subject to certain conditions, for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Morgan Stanley” name.registrar.

Placement Agent Agreement

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On August 30, 2019, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Morgan Stanley Distribution Inc. (the “Paying Agent”), Morgan Stanley Smith Barney LLC (the “Placement Agent”) and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates ~~will assist~~assisted in the placement of Common Stock in the Company’s private offerings. The Company iswas not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement. Payments ~~are~~were made by the Investment Adviser to the Placement Agent. To the extent the Paying Agent ~~receives~~received any payments it ~~remits~~would remit the payment to the Placement Agent.

~~Indemnification Agreements~~

The Company has entered into indemnification agreements with its directors and officers. The indemnification agreements are intended to provide the directors and officers the maximum indemnification permitted under Delaware law and the 1940 Act and are generally consistent with the indemnification provisions of the Company’s certificate of incorporation and bylaws. Each indemnification agreement provides that the Company will indemnify the director or officer who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Delaware law and the 1940 Act.Placement Agent Agreement terminated on January 24, 2024.

MS Credit Partners Holdings, Inc. Investment

MS Credit Partners Holdings, Inc., or MS Credit Partners Holdings, a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, made an aggregate capital commitment of ~~$200.0 million~~$200,000 to usthe Company pursuant to a subscription agreement entered into in December ~~2019.~~2019, which had been fully funded as of October 4, 2023. As of March 31, ~~2023~~2024 and December 31, ~~2022,~~2023, MS Credit Partners Holdings held approximately ~~11.9%~~10.9% and ~~11.9%~~11.7% of the Company’s outstanding shares of Common Stock, respectively. Morgan Stanley has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.

Morgan Stanley & Co. Related Transactions

Morgan Stanley & Co. LLC, aan indirect, wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, served as an initial purchaser in connection with the private placement of the Company’s 2027 Notes (as defined below in Note 6)6. “Debt”) and received fees of $213 at closing on February 11, 2022, under the purchase agreement entered into by the Company in connection with such private placement.

Morgan Stanley & Co. LLC served as a co-agent in connection with the private placement of the Company’s 2025 Notes (as defined below in Note 6)6. “Debt”) and received fees of ~~$138.~~$138 at closing on September 13, 2022.

Morgan Stanley & Co. LLC served as an underwriter in the IPO and received $1,241 of underwriting fees at closing on January 26, 2024.

(4) ~~Investments~~INVESTMENTS

The composition of the Company’s investment portfolio at cost and fair value was as follows:

March 31, 2023 December 31, 2022
Cost Fair Value % of Total Investments at Fair Value Cost Fair Value % of Total Investments at Fair Value
First Lien Debt $ 2,797,427 $ 2,739,255 93.6 % $ 2,753,620 $ 2,694,111 93.8 %
Second Lien Debt 145,320 135,084 4.6 136,620 128,350 4.5
Other Securities 49,970 51,758 1.8 49,406 51,127 1.7
Total $ 2,992,717 $ 2,926,097 100.0 % $ 2,939,646 $ 2,873,588 100.0 %

5157

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	March 31, 2024						December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First Lien Debt	$	3,131,129	$	3,115,404	94.6	%	$	3,027,413	$	3,004,544	94.1	%
Second Lien Debt	136,708		118,107		3.6		146,014		132,415		4.1
Other Investments	55,930		59,694		1.8		53,349		56,602		1.8
Total	$	3,323,767	$	3,293,205	100.0	%	$	3,226,776	$	3,193,561	100.0	%

The industry composition of investments at fair value was as follows:

March 31, 2023

December 31, 2022(1)

March 31, 2024

Aerospace & Defense

1.8

2.3

2.2

Air Freight & Logistics

1.1

Automobile Components

3.8

Automobile Components

Automobiles

5.1

Biotechnology

0.5

Biotechnology

Chemicals

0.6

Commercial Services & Supplies

11.1

11.2

Commercial Services & Supplies

Construction & Engineering

1.4

1.3

Construction & Engineering

Consumer Staples Distribution & Retail

Containers & Packaging

1.6

Distributors

3.0

4.2

Distributors

Diversified Consumer Services

3.4

3.0

Electronic Equipment, Instruments & Components

1.7

1.0

Electronic Equipment, Instruments & Components

Energy Equipment & Services

0.5

Financial Services

0.5

0.7

Financial Services

Food Products

2.5

Health Care Equipment & Supplies

0.4

0.3

Health Care Equipment & Supplies

Health Care Providers & Services

3.5

3.4

Health Care Technology

0.8

0.7

Health Care Technology

Industrial Conglomerates

1.3

0.2

Insurance Services

15.5

15.7

Insurance Services

Interactive Media & Services

3.5

IT Services

9.2

9.6

IT Services

Leisure Products

0.7

0.8

Machinery

2.7

3.0

Machinery

Multi-Utilities

0.6

Oil, Gas & Consumable Fuels

—

0.0

(2)

Multi-Utilities

Pharmaceuticals

0.4

Professional Services

3.3

3.2

Professional Services

Real Estate Management & Development

5.4

Software

14.1

14.3

Software

Wireless Telecommunication Services

Total

100.0

Total

100.0

~~(1)~~ The Company reclassified certain industry groupings of its portfolio companies presented in the consolidated financial statements as of December 31, 2022 to align with the recently updated GICS, where applicable. These reclassifications had no impact on the Consolidated Statement of Assets and Liabilities as of December 31, 2022.

~~(2)~~ ~~Amount rounds to 0.0%.~~

The geographic composition of investments at cost and fair value was as follows:

March 31, 2023 December 31, 2022
Cost Fair Value % of Total
Investments at
Fair Value Cost Fair Value % of Total
Investments at
Fair Value
Australia $ 10,175 $ 9,990 0.3 % $ 10,187 $ 9,870 0.3 %
Canada 100,767 98,325 3.4 108,820 105,764 3.7
United Kingdom 11,238 11,244 0.4 11,157 11,157 0.4
United States 2,870,537 2,806,538 95.9 2,809,482 2,746,797 95.6
Total $ 2,992,717 $ 2,926,097 100.0 % $ 2,939,646 $ 2,873,588 100.0 %

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	March 31, 2024						December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
Australia	$	16,978	$	17,115	0.5	%	$	16,985	$	17,048	0.5	%
Canada	96,252		96,693		2.9		98,674		98,387		3.1
United Kingdom	11,499		11,721		0.4		12,398		12,629		0.4
United States	3,199,038		3,167,676		96.2		3,098,719		3,065,497		96.0
Total	$	3,323,767	$	3,293,205	100.0	%	$	3,226,776	$	3,193,561	100.0	%

(5) ~~Fair Value Measurements~~FAIR VALUE MEASUREMENTS

ASC 820 establishes a hierarchical disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

The three-level hierarchy for fair value measurements is defined as follows:

Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical financial instruments as of the measurement date. The types of financial instruments in this category include unrestricted securities, including equities and derivatives, listed in active markets. The Company will not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level 2—inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in markets that are not active, and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3—inputs to the valuation methodology are unobservable and significant to the overall fair value measurement, and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately held entities, non-investment grade residual interests in securitizations and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

Pursuant to the framework set forth above, the Company values securities traded in active markets on the measurement date by multiplying the exchange closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of the investments from pricing services, brokers or dealers’ quotes, or counterparty marks in order to value liquid assets that are not traded in active markets. Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, the Company determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. If determined adequate, the Company uses the quote obtained.

Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Valuation Designee or the Board of Directors, does not represent fair value, each is valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses. Non-controlled debt investments are generally fair valued using discounted cash flow technique. Expected cash flows are projected based on contractual terms and discounted back to the measurement date based on a discount rate. Discount rate is determined based upon an assessment of current and expected yields for similar investments and risk profiles. Non-controlled equity investments are generally fair valued using a market approach and/or an income approach. The market approach typically utilizes market value multiples of comparable publicly traded companies. The income approach typically utilizes a discounted cash flow analysis of the portfolio company. The Valuation Designee, under the supervision of the Board of Directors undertakes a multi-step valuation process each quarter, as described below:

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1)each portfolio company or investment is initially valued by using a standardized template designed to approximate fair market value based on observable market inputs and updated credit statistics and unobservable inputs;

2)preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of the Investment Adviser’s senior management;

3)the Board of Directors or Valuation Designee engages independent third-party valuation firms to provide positive assurance on a portion of the Company’s illiquid investments each quarter (such that each illiquid investment ~~will be~~is reviewed by an independent valuation firm at least once on a rolling twelve-month basis) including review of management’s preliminary valuation and conclusion of fair value;

4)the Audit Committee reviews the assessments of the Valuation Designee and the independent third-party valuation firms and ~~provide~~provides the Board of Directors with recommendations with respect to the fair value of each investment in the Company’s portfolio; and

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5)the Board of Directors discusses the valuation recommendations of the Audit Committee and determine the fair value of each investment in the Company’s portfolio in good faith based on the input of the Valuation Designee and, where applicable, the third-party valuation firms.

The fair value is generally determined based on the assessment of the following factors, as relevant:

• the nature and realizable value of any collateral;

• call features, put features and other relevant terms of debt;

• the portfolio company’s leverage and ability to make payments;

• the portfolio company’s public or private letter credit ratings;

• the portfolio company’s actual and expected earnings and discounted cash flow;

• prevailing interest rates for like securities and expected volatility in future interest rates;

• the markets in which the issuer does business and recent economic and/or market events; and

• comparisons to publicly traded securities.

Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information.

The Board of Directors is ultimately responsible for the determination, in good faith, of the fair value of the Company’s portfolio investments.

Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.

The following tables present the fair value hierarchy of investments:

March 31, 2023
Level 1 Level 2 Level 3 Total
First Lien Debt $ — $ 25,564 $ 2,713,691 $ 2,739,255
Second Lien Debt — 19,674 115,410 135,084
Other Securities — — 37,053 37,053
Subtotal $ — $ 45,238 $ 2,866,154 $ 2,911,392
Investment measured at net asset value(1)
$ 14,705
Total $ 2,926,097


			December 31, 2022
			Level 1		Level 2		Level 3		Total
		March 31, 2024											March 31, 2024			December 31, 2023
		Level 1									Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
First Lien Debt	First Lien Debt		$	—	$	25,362	$	2,668,749	$	2,694,111
Second Lien Debt	Second Lien Debt		—		5,459		122,891		128,350
Other Securities			—		—		36,395		36,395
Other Investments
Subtotal	Subtotal		$	—	$	30,821	$	2,828,035	$	2,858,856
Investment measured at net asset value(1)	Investment measured at net asset value(1)								$	14,732
Total	Total								$	2,873,588

(1) The Company, as a practical expedient, estimates the fair value of its investment in Help HP SCF Investor, LP using the net asset value of the Company’s members’ interest in the entity. As such, the fair value has not been classified within the fair value hierarchy.

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The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended March 31, ~~2023:~~2024:


			First Lien Debt		Second Lien Debt		Other Securities		Total Investments
		First Lien Debt									First Lien Debt	Second Lien Debt	Other Securities	Total Investments
Fair value, beginning of period	Fair value, beginning of period		$	2,668,749	$	122,891	$	36,395	$	2,828,035
Purchases of investments			130,460		8,500		74		139,034
Proceeds from principal repayments and sales of investments			(89,636)		—		—		(89,636)
Purchases of investments(1)
Proceeds from principal repayments and sales of investments(1)
Accretion of discount/amortization of premium	Accretion of discount/amortization of premium		2,433		67		2		2,502
Payment-in-kind	Payment-in-kind		382		133		488		1,003
Net change in unrealized appreciation (depreciation)	Net change in unrealized appreciation (depreciation)		1,181		8		94		1,283
Net realized gains (losses)	Net realized gains (losses)		122		—		—		122
Transfers into/(out) of Level 3			—		(16,189)		—		(16,189)
Transfers into/(out) of Level 3(2)
Fair value, end of period	Fair value, end of period		$	2,713,691	$	115,410	$	37,053	$	2,866,154

Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2023			$	1,183	$	8	$	94	$	1,285
Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2024
Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2024
Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2024

(1) Includes transactions relating to restructurings.

(2) Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.

The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended March 31, ~~2022:~~2023:


			First Lien Debt		Second Lien Debt		Other Securities		Total Investments
		First Lien Debt									First Lien Debt	Second Lien Debt	Other Securities	Total Investments
Fair value, beginning of period	Fair value, beginning of period		$	2,207,036	$	121,550	$	27,973	$	2,356,559
Purchases of investments	Purchases of investments		167,225		10,480		—		177,705
Proceeds from principal repayments and sales of investments	Proceeds from principal repayments and sales of investments		(20,314)		—		(48)		(20,362)
Accretion of discount/amortization of premium	Accretion of discount/amortization of premium		1,898		77		—		1,975
Payment-in-kind	Payment-in-kind		221		133		16		370
Net change in unrealized appreciation (depreciation)	Net change in unrealized appreciation (depreciation)		(3,538)		(811)		487		(3,862)
Net realized gains (losses)	Net realized gains (losses)		30		—		48		78
Transfers into/(out) of Level 3			—		(17,500)		—		(17,500)
Transfers into/(out) of Level 3(1)
Fair value, end of period	Fair value, end of period		$	2,352,558	$	113,929	$	28,476	$	2,494,963

Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2022			$	(3,516)	$	(791)	$	487	$	(3,820)
Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2023
Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2023
Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2023

(1) Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.

The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value.

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			March 31, 2023
								Range
			Fair Value		Valuation Technique	Unobservable Input		Low		High		Weighted Average
		March 31, 2024																												March 31, 2024
							Range
			Fair Value
			Fair Value
			Fair Value															Valuation Technique			Significant Unobservable Input			Low				High					Weighted Average(1)
Investments in first lien debt	Investments in first lien debt		$	2,701,999	Yield Analysis	Discount Rate		8.97	%	20.19	%	11.09	%	Investments in first lien debt	$	3,093,759	Yield Analysis			Yield Analysis			Discount Rate			8.99	%				25.19	%			11.37	%
			11,692		Transaction Price	Recent Transaction		100.00	%	100.00	%	100.00	%
Investments in second lien debt	Investments in second lien debt		$	115,410	Yield Analysis	Discount Rate		11.66	%	21.46	%	13.82	%
Investments in second lien debt
Investments in second lien debt															$	82,186			Yield Analysis			Discount Rate			11.19	%			15.77		%			13.79	%

Investments in other securities:
Investments in other securities:
Investments in other securities:	Investments in other securities:
Unsecured debt	Unsecured debt		$	1,846	Income Approach	Discount Rate		14.50	%	14.50	%	14.50	%
Unsecured debt
Unsecured debt															$	1,912			Income Approach			Discount Rate			14.70	%			14.70		%			14.70	%
		251																251			Market Approach			EBITDA Multiple										9.00x
Preferred equity														Preferred equity	20,778				Income Approach			Discount Rate			9.90	%			24.76		%			12.45	%
		1,275																1,275			Market Approach			Revenue Multiple										7.50x
Common equity														Common equity	17,225				Market Approach			EBITDA Multiple			8.05x				18.72x					13.03x
		2,287																2,287			Market Approach			Revenue Multiple				7.58x					8.75x				8.35x
			599		Market Approach	EBITDA Multiple		9.00x		9.00x		9.00x
Preferred equity			17,142		Income Approach	Discount Rate		12.19	%	15.54	%	13.43	%
			850		Market Approach	Revenue Multiple		7.50x		7.50x		7.50x
Common equity			15,489		Market Approach	EBITDA Multiple		8.10x		19.60x		13.65x
			1,127		Market Approach	Revenue Multiple		8.75x		8.75x		8.75x
Total investments in other securities			$	37,053
Total Investments	Total Investments		$	2,866,154

Total Investments
Total Investments

December 31, 2022
Range
Fair
Value Valuation Technique Unobservable
Input Low High Weighted
Average
Investments in first lien debt $ 2,624,749 Yield Analysis Discount Rate 9.20 % 20.44 % 11.27 %
44,000 Transaction Price Recent Transaction 100.00 % 100.00 % 100.00 %
Investments in second lien debt $ 122,891 Yield Analysis Discount Rate 12.14 % 17.20 % 14.24 %
Investments in other securities:
Unsecured debt $ 1,826 Income Approach Discount Rate 16.60 % 16.60 % 16.60 %
372 Market Approach EBITDA Multiple 9.00x 9.00x 9.00x
Preferred equity 16,076 Income Approach Discount Rate 12.20 % 15.69 % 13.62 %
963 Market Approach Revenue Multiple 8.78x 8.78x 8.78x
Common equity 15,877 Market Approach EBITDA Multiple 8.10x 18.70x 13.25x
1,281 Market Approach Revenue Multiple 10.20x 10.20x 10.20x
Total investments in other securities $ 36,395
Total Investments $ 2,828,035
(1) Weighted average is calculated by weighting the significant unobservable input by the relative fair value of the investment.


	December 31, 2023
					Range
	Fair Value		Valuation Technique	Significant Unobservable Input	Low		High		Weighted Average(1)
Investments in first lien debt	$	2,979,870	Yield Analysis	Discount Rate	8.61	%	25.09	%	11.00	%

Investments in second lien debt	$	96,848	Yield Analysis	Discount Rate	10.80	%	31.13	%	14.37	%
Investments in other securities
Unsecured debt	$	1,894	Income Approach	Discount Rate	14.60	%	14.60	%	14.60	%
	170		Market Approach	EBITDA Multiple	9.00x		9.00x		9.00x
Preferred equity	18,758		Income Approach	Discount Rate	12.19	%	15.68	%	13.47	%
	1,275		Market Approach	Revenue Multiple	7.50x		7.50x		7.50x
Common equity	16,600		Market Approach	EBITDA Multiple	8.10x		18.70x		13.26x
	1,939		Market Approach	Revenue Multiple	7.60x		9.80x		8.47x

Total Investments	$	3,117,354

(1) Weighted average is calculated by weighting the significant unobservable input by the relative fair value of the investment.

The significant unobservable input used in yield analysis is discount rate based on comparable market yields. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The significant unobservable inputs used in the income approach are the comparative yield or discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the recent transaction is the transaction price. Significant increase in the transaction price in isolation would result in an increase in fair value measurement.

Financial instruments disclosed but not carried at fair value

The Company’s debt ~~including its credit facilities, 2027 Notes (as defined below in Note 6) and 2025 Notes (as defined below in Note 6), are~~is presented at carrying value on the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s 2027 Notes is(as defined below in Note 6. “Debt”) are based on ~~vendor~~third party pricing received by the ~~Company, which is categorized as Level 2 within the fair value hierarchy, and as of March 31, 2023, the fair value of the Company’s 2027 Notes was $398,548.~~Company. The fair value of the Company’s credit facilities and 2025 Notes are estimated ~~using Level 3 inputs by discounting remaining payments using~~in accordance with the ~~appropriate discount rates, if available.~~Company's valuation policy. The carrying value, ~~and~~ fair value and level of the Company’s debt were as follows:

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					March 31, 2024										March 31, 2024			December 31, 2023
		Level										Level	Carrying Value	Fair Value		Carrying Value	Fair Value
			March 31, 2023					December 31, 2022
			Carrying Value			Fair Value		Carrying Value		Fair Value

BNP Funding Facility
BNP Funding Facility
BNP Funding Facility	BNP Funding Facility		$	400,000		$	400,000	$	400,000	$	400,000
Truist Credit Facility	Truist Credit Facility		492,259			492,259		432,254		432,254
2027 Notes(1)	2027 Notes(1)		419,827			398,548		419,498		394,995
2025 Notes(1)	2025 Notes(1)		272,022			275,000		271,723		275,000
Total	Total		$	1,584,108		$	1,565,807	$	1,523,475	$	1,502,249

(1)~~The~~As of March 31, 2024, the carrying value of the Company’s 2027 Notes and 2025 Notes were presented net of unamortized debt issuance costs of ~~$4,346~~$3,219 and ~~$2,978,~~$1,763, and unamortized original issuance discount of ~~$828~~$614 and $0, respectively. As of December 31, 2023, the carrying value of the Company’s 2027 Notes and 2025 Notes were presented net of unamortized debt issuance costs of $3,499 and $2,065, and unamortized original issuance discount of $667 and $0, respectively.

The carrying amounts of the Company’s ~~other~~ assets and liabilities, ~~approximates their~~other than investments at fair value and debt, approximate fair value. These financial instruments are categorized as Level 3 within the hierarchy.

(6) ~~Debt~~DEBT

~~CIBC Subscription Facility~~The Company’s debt obligations were as follows.


	March 31, 2024						December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
BNP Funding Facility	$	600,000	$	300,000	$	300,000	$	600,000	$	282,000	$	318,000
Truist Credit Facility(1)	1,120,000		492,257		623,745		1,120,000		520,263		599,484
2027 Notes(2)	425,000		425,000		—		425,000		425,000		—
2025 Notes(2)	275,000		275,000		—		275,000		275,000		—
Total	$	2,420,000	$	1,492,257	$	923,745	$	2,420,000	$	1,502,263	$	917,484

(1)As of March 31, 2024 and December 31, ~~2019,~~2023, a letter of credit of $3,998 and $253, respectively, was outstanding, which reduced the Company entered into a revolving credit agreement with CIBC Bank USA as administrative agent and arranger, which was subsequently amended on February 3, 2020, November 17, 2020, January 18, 2022 and February 3, 2022 (as amended, the “CIBC Subscription Facility”). The maximum revolving commitment of CIBC Subscription Facility was permanently reduced to $0 effective December 31, 2022, upon maturity. The CIBC Subscription Facility allows the Company to borrow up to the maximum revolving commitment at any one time outstanding, subject to certain restrictions, includingunused availability under the ~~borrowing base, which is based on unused Capital Commitments. The CIBC Subscription~~Truist Credit Facility ~~bore interest at a rate at~~by the same amount. Under the Truist Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2024 and December 31, 2023, the Company had borrowings denominated in Euros (EUR) of 238 and 238, respectively.

(2)As of March 31, 2024, the carrying value of the Company’s ~~election~~2027 Notes and 2025 Notes were presented on the Consolidated Statements of ~~either (i)~~Assets and Liabilities net of unamortized debt issuance costs of $3,219 and $1,763, and unamortized original issuance discount of $614 and $0, respectively. As of December 31, 2023, the ~~per annum one or three-month LIBOR, divided by a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks~~carrying value of the ~~Federal Reserve System for Eurocurrency funding or liabilities, plus 1.65% or (ii)~~Company’s 2027 Notes and 2025 Notes were presented on the ~~prime~~Consolidated Statements of Assets and Liabilities net of unamortized debt issuance costs of $3,499 and $2,065, and unamortized original issuance discount of $667 and $0, respectively.

The combined weighted average interest rate ~~plus 0.65%, as calculated under the CIBC Subscription Facility. The CIBC Subscription Facility was secured by the unfunded commitments of certain stockholders~~(excluding unused fees and financing costs) of the ~~Company. For~~aggregate borrowings outstanding for the three months ended March 31, ~~2022,~~2024 and March 31, 2023 was 6.69% and 6.23%, respectively. The combined weighted average effective interest rate (excluding unused fees only) of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 was 7.12% and 6.57%, respectively. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 was $1,462,796 and $1,584,809, respectively.

As of March 31, 2024 and December 31, 2023, the Company ~~did not make any borrowings or repayments under the CIBC Subscription Facility.~~

~~The summary information~~was in compliance with all covenants and other requirements of each of the ~~CIBC Subscription Facility is as follows:~~


	~~For the Three Months Ended~~
	~~March 31, 2023~~			~~March 31, 2022~~
~~Borrowing interest expense~~	$	—		$	~~1,396~~
~~Facility unused commitment fees~~	—			8
~~Amortization of deferred financing costs~~	—			~~510~~
~~Total~~	$	—		$	~~1,914~~
~~Weighted average interest rate (excluding unused fees and financing costs)~~	—		%	~~1.80~~		%
~~Weighted average outstanding balance~~	$	—		$	~~310,350~~

credit facilities, the 2027 Notes and the 2025 Notes.

BNP Funding Facility

On October 14, 2020, DLF LLC entered into a Revolving Credit and Security Agreement ~~(the~~(as amended, restated or otherwise modified from time to time, the “Credit and Security Agreement”~~, which was subsequently amended on December 11, 2020 and March 2, 2021)~~) with DLF LLC, as the borrower, BNP Paribas (“BNP”), as the administrative agent and lender, the Company, as the equity holder and as the servicer, and U.S. Bank National Association, as collateral agent to (as amended, the “BNP Funding Facility”). As of March 31, ~~2023,~~2024, the borrowing capacity under the BNP Funding Facility was $600,000. The applicable margin on borrowings during the reinvestment period ~~ranges between 1.95% and 2.75%~~is 2.85% and, after the reinvestment period, ~~between 2.45% and 3.25%~~3.35%. The obligations of DLF LLC under the BNP Funding Facility are secured by the assets held by DLF LLC. The BNP Funding Facility reinvestment period ends on September 22, 2026 and the facility has a final maturity date of ~~October 13, 2025.~~September 22, 2028.

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The summary information of the BNP Funding Facility is as follows:

For the Three Months Ended
March 31, 2023 March 31, 2022
Borrowing interest expense $ 6,903 $ 2,827
Facility unused commitment fees 100 14
Amortization of deferred financing costs 260 280
Total $ 7,263 $ 3,121
Weighted average interest rate (excluding unused fees and financing costs) 6.90 % 2.52 %
Weighted average outstanding balance $ 400,000 $ 449,500

During the three months ended March 31, 2023 and March 31, 2022, the Company borrowed $0 and $0, and repaid $0 and $28,000 under the BNP Funding Facility, respectively. As of March 31, 2023 and December 31, 2022, the Company had $400,000 and $400,000 outstanding under the BNP Funding Facility, respectively. As of March 31, 2023 and December 31, 2022, the Company had $200,000 and $200,000, respectively, of available capacity under the BNP Funding Facility (subject to borrowing base restrictions).


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	6,149		$	6,903
Facility unused commitment fees	314			100
Amortization of deferred financing costs	413			260
Total	$	6,876		$	7,263
Weighted average interest rate	8.19		%	6.90		%
Weighted average outstanding balance	$	297,165		$	400,000

Truist Credit Facility

On July 16, 2021, the Company entered into a Senior Secured Revolving Credit Agreement with Truist Bank ~~(the~~(as amended, restated or otherwise modified from time to time, the “Truist Credit ~~Facility, which was subsequently amended on December 3, 2021, May 20, 2022 and January 31, 2023)~~Facility). The maximum principal amount of the Truist Credit Facility is $1,120,000, subject to availability under the borrowing base. The Truist Credit Facility includes an uncommitted accordion feature that, as of March 31, ~~2023,~~2024, allows the Company, under certain circumstances, to increase the borrowing capacity to up to $1,500,000. As of March 31, ~~2023,~~2024, the availability period of the Truist Credit Facility will terminate on January 29, 2027. The Truist Credit Facility is guaranteed by certain domestic subsidiaries of the Company (the “Guarantors”). The Company’s obligations to the lenders under the Truist Credit Facility are secured by a first priority security interest in substantially all of the assets of the Company and each Guarantor, subject to certain exceptions.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the Truist Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the highest of (a) the prime rate as publicly announced by Truist Bank, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5%, and (c) one month Term SOFR (as defined in the Truist Credit Facility) plus 1% per annum) plus and (y) for loans for which the Company elects the term benchmark option, Term SOFR, for borrowings denominated in U.S. dollars, or the applicable term benchmark rate for borrowings denominated in certain foreign currencies, in each case for the related interest period for such borrowing plus 1.875% per annum or such other applicable margin as is applicable to such foreign currency borrowings. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. The Company pays letter of credit participation fees and a fronting fee on the average daily amount of any letter of credit issued and outstanding under the Truist Credit Facility, as applicable. ~~The~~As of March 31, 2024, the Truist Credit Facility has a maturity date of January 31, 2028. For more information, see Note 11 "Subsequent Events."

The summary information of the Truist Credit Facility is as follows:


			For the Three Months Ended
			March 31, 2023			March 31, 2022
		For the Three Months Ended													For the Three Months Ended
		March 31, 2024										March 31, 2024				March 31, 2023
Borrowing interest expense	Borrowing interest expense		$	7,822		$	1,517
Facility unused commitment fees	Facility unused commitment fees		543			643
Amortization of deferred financing costs	Amortization of deferred financing costs		439			320
Total	Total		$	8,804		$	2,480
Weighted average interest rate (excluding unused fees and financing costs)			6.45		%	2.04		%
Weighted average interest rate									Weighted average interest rate	7.33	%		6.45	%
Weighted average outstanding balance	Weighted average outstanding balance		$	484,809		$	297,161

For the three months ended March 31, 2023 and March 31, 2022, the Company borrowed $60,000 and $130,500, and repaid $0 and $415,000 under the Truist Credit Facility. As of March 31, 2023 and December 31, 2022, the Company had $492,259 and $432,254 outstanding under the Truist Credit Facility, respectively. As of March 31, 2023 and December 31, 2022, the Company had $623,516 and $538,521, respectively, of available capacity under the Truist Credit Facility (subject to borrowing base restrictions).

Unsecured Notes

2027 Notes

On February 11, 2022, the Company issued $425,000 in aggregate principal amount of 4.50% notes due 2027 (the restricted securities initially issued on February 11, 2022 together with the unrestricted securities issued pursuant to the exchange offer described below,

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the “2027 Notes”). The 2027 Notes will mature on February 11, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the indenture governing the 2027 Notes. The 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness,

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and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

Pursuant to a Registration Statement on Form N-14 (File No. 333-264774), filed on July 20, 2022, the Company closed an exchange offer in which holders of the 2027 Notes that were restricted because they were issued in a private placement were offered the opportunity to exchange such notes for new, registered notes with substantially identical terms. Through this exchange offer, holders representing 85.87% of the outstanding principal of the then restricted 2027 Notes obtained registered unrestricted 2027 Notes.

The summary information of 2027 Notes is as follows:


			For the three months ended
			March 31, 2023			March 31, 2022
		For the Three Months Ended													For the Three Months Ended
		March 31, 2024										March 31, 2024				March 31, 2023
Borrowing interest expense	Borrowing interest expense		$	4,781		$	2,657
Accretion of original issuance discount	Accretion of original issuance discount		53			28
Amortization of debt issuance costs	Amortization of debt issuance costs		276			149
Total	Total		$	5,110		$	2,834
Stated interest rate	Stated interest rate		4.50		%	4.50		%	Stated interest rate	4.50	%		4.50	%

2025 Notes

On September 13, 2022, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $275,000 in aggregate principal amount of Series A Senior Notes due September 13, 2025 (the “2025 Notes”) to certain qualified institutional investors in a private placement. The 2025 Notes were delivered and paid for on September 13, 2022, subject to certain customary closing conditions. The 2025 Notes have a fixed interest rate of 7.55% per year. The 2025 Notes will mature on September 13, 2025 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the Note Purchase Agreement. Interest on the 2025 Notes is due semiannually in February and August of each year. Subject to the terms of the Note Purchase Agreement, the Company may redeem the 2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before June 13, 2025, a make-whole premium. The Company’s obligations under the Note Purchase Agreement are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The summary information of 2025 Notes is as follows:


	~~For the three months ended March 31, 2023~~
~~Borrowing interest expense~~	$	~~5,191~~

~~Amortization of debt issuance costs~~	~~299~~
~~Total~~	$	~~5,490~~
~~Stated interest rate~~	~~7.55~~		%

~~The Company’s debt obligations were as follows. Unused debt capacity of credit facilities were subject to certain borrowing base restrictions:~~

March 31, 2023 December 31, 2022
Aggregate Principal Committed Outstanding Principal Unused Portion Aggregate Principal Committed Outstanding Principal Unused Portion
CIBC Subscription Facility(1)
$ — $ — $ — $ — $ — $ —
BNP Funding Facility 600,000 400,000 200,000 600,000 400,000 200,000
Truist Credit Facility(2)(3)
1,120,000 492,259 623,516 975,000 432,254 538,521
2027 Notes(4)
425,000 425,000 — 425,000 425,000 —
2025 Notes(4)
275,000 275,000 — 275,000 275,000 —
Total $ 2,420,000 $ 1,592,259 $ 823,516 $ 2,275,000 $ 1,532,254 $ 738,521

~~(1)The CIBC Subscription Facility matured on December 31, 2022 and was fully paid off.~~

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~~(2)~~As of March 31, 2023, $4,225 letter of credit was outstanding, which reduced the unused availability under the Truist Credit Facility of the same amount. As of March 31, 2022, no letter of credit was outstanding.

~~(3)Under the Truist Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2023, the Company had borrowings denominated in Euros (EUR) of 238.~~

~~(4)~~The carrying value of the Company’s 2027 Notes and 2025 Notes were presented on the Consolidated Statements of Assets and Liabilities net of unamortized debt issuance costs of $4,346 and $2,978, and unamortized original issuance discount of $828 and $0, respectively.

The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three months ended March 31, 2023 and March 31, 2022 was 6.23% and 2.64%, respectively. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended March 31, 2023 and March 31, 2022 was $1,584,809 and $1,288,400, respectively.

~~As of March 31, 2023 and December 31, 2022, the Company was in compliance with all covenants and other requirements of each of the credit facilities, the 2027 Notes and the 2025 Notes.~~


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	5,191		$	5,191

Amortization of debt issuance costs	302			299
Total	$	5,493		$	5,490
Stated interest rate	7.55		%	7.55		%

(7) ~~Commitments and Contingencies~~COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

The Company’s investment portfolio contains debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of March 31, 2024 and December 31, 2023, the Company had ~~$256,988~~$363,779 and $294,950 of unfunded commitments to fund delayed draw and revolving senior secured ~~loans. As of December 31, 2022, the Company had $314,251 unfunded commitments to fund delayed draw and revolving senior secured loans.~~

As of March 31, 2023 and December 31, 2022, the Company had $1,629,389 and $1,629,389, respectively, in total capital commitments from stockholders, of which $220,271 and $220,271, respectively, were unfunded. loans, respectively.

(8) NET ASSETS

Equity

On January 26, 2024, the Company closed its IPO, issuing 5,000,000 shares of its Common Stock at a public offering price of $20.67 per share. Net ~~Assets~~of underwriting fees, the Company received net cash proceeds, before offering expenses, of approximately $97.1 million. The Company’s Common Stock began trading on the NYSE under the symbol “MSDL” on January 24, 2024.

In connection with the IPO, the Company redeemed any fractional shares of Common Stock outstanding for cash in an amount equal to the pro rata portion of $20.67 per share of Common Stock, which was the initial public offering price in the IPO.

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The following table shows the components of ~~net~~total distributable earnings ~~(accumulated losses)~~(loss) as shown on the Consolidated Statements of Assets and Liabilities:

As of
March 31, 2023 December 31, 2022
Net distributable earnings (accumulated losses), beginning of period $ (54,779) $ 15,782
Net investment income/(loss) after taxes 44,222 128,010
Accumulated net realized gain (loss) 122 537
Net unrealized appreciation (depreciation) (567) (80,005)
Dividends declared (35,377) (119,437)
Tax reclassification of stockholders’ equity — 334
Net distributable earnings (accumulated losses), end of period $ (46,379) $ (54,779)


	As of
	March 31, 2024		December 31, 2023
Total distributable earnings (loss), beginning of period	$	8,459	$	(54,779)
Net investment income (loss) after taxes	54,651		198,061
Net realized gain (loss)	(5,625)		118
Net unrealized appreciation (depreciation)	2,658		32,835
Dividends declared	(44,447)		(169,291)
Tax reclassification of stockholders’ equity	—		1,515
Total distributable earnings (loss), end of period	$	15,696	$	8,459

~~For the three months ended March 31, 2023 and March 31, 2022,~~Distributions

Prior to January 26, 2024, the Company ~~did not issue any capital calls pursuant to the Subscription Agreements.~~

~~The following table summarizes the Company’s distributions declared and payable for the three months ended March 31, 2023:~~

Date Declared Record Date Payment Date Per Share Amount Total Amount
March 28, 2023 March 28, 2023 April 25, 2023 $ 0.50 $ 35,377
Total Distributions $ 0.50 $ 35,377

~~The following table summarizes the Company’s distributions declared and payable for the three months ended March 31, 2022:~~

Date Declared Record Date Payment Date Per Share Amount Total Amount
March 25, 2022 March 25, 2022 April 27, 2022 $ 0.48 $ 27,455
Total Distributions $ 0.48 $ 27,455

~~The Company adopted~~had an “opt in” dividend reinvestment plan, or the DRIP. As a result, the Company’s stockholders who ~~elect~~elected to “opt in” to the DRIP had their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. The Company adopted an “opt out” DRIP on January 26, 2024. As a result, the Company’s stockholders who have not “opted out” of the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. ~~Stockholders who receive distributions in the form of~~The shares of Common Stock distributed in the Company’s DRIP are either through (i) newly issued shares of Common Stock or (ii) acquired by the plan administrator through the purchase of outstanding shares of Common Stock on the open market. If, on the payment date for any distribution, the most recently computed net asset value per share as of the DRIP is equal to or less than the closing market price plus estimated per share fees, the plan administrator will ~~generally~~invest the distribution amount in newly issued shares of Common Stock. Otherwise, the plan administrator will invest the dividend amount in shares acquired by purchasing shares of Common Stock on the open market. The following table summarizes the distributions declared on shares of the Company’s Common Stock and shares distributed pursuant to the DRIP to stockholders who had not opted out of the DRIP.

The following table summarizes the Company’s distributions declared as well as the DRIP shares issued for the three months ended March 31, 2024, and March 31, 2023:

Date Declared

Record Date

Payment Date

Per Share Amount

Shares(1)

For the Three Months Ended March 31, 2024

February 29, 2024

March 29, 2024

April 25, 2024

0.50

513,697

For the Three Months Ended March 31, 2023

March 28, 2023

April 25, 2023

0.50

482,781

(1) In connection with the distributions with payment dates on January 25, 2024 and January 25, 2023, 618,878 and 445,235 DRIP shares were issued, respectively.

On January 11, 2024, the Board also declared the following special distributions


Record Date	Payment Date	Per Share Amount
August 5, 2024	October 25, 2024	$	0.10
November 4, 2024	January 24, 2025	0.10



		$	0.20

Share Repurchase Plan

On January 25, 2024, the Company entered into a share repurchase plan, or the Company 10b5-1 Plan, to acquire up to $100 million in the aggregate of the Company’s Common Stock at prices below the Company’s net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company 10b5-1 Plan was approved by the Board of Directors on September 11, 2023. The Company 10b5-1 Plan requires Wells Fargo Securities, LLC, as the Company’s agent, to repurchase Common Stock on its behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced net asset value per share, including any distributions declared). Under the Company 10b5-1 Plan, the volume of purchases would be expected to increase as the price of the Company’s Common Stock declines, subject to volume restrictions. The timing and amount of any share repurchases will depend on the ~~same U.S. federal, state~~terms and ~~local tax consequences as if they received cash distributions; however, those stockholders~~conditions of the Company 10b5-1 Plan, the market price of the Company’s Common Stock and trading volumes, and no assurance can be given that Common Stock will ~~not receive~~

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~~cash with which~~be repurchased in any particular amount or at all. The repurchase of shares pursuant to ~~pay any applicable taxes. Shares issued~~the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the ~~DRIP~~Exchange Act, and will ~~not reduce an investor’s outstanding capital commitment.~~otherwise be subject to applicable law, including Regulation M, which may prohibit repurchases under certain circumstances. The Company 10b5-1 Plan commenced beginning 60 calendar days following the end of the “restricted period” under Regulation M and will terminate upon the earliest to occur of (i) 12-months from the commencement date of the Company 10b5-1 Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.

The ~~following table summarizes~~“restricted period” under Regulation M ended upon the ~~DRIP shares issued to stockholders who have “opted in” to~~closing of the ~~DRIP for~~Company's IPO and, therefore, the ~~three months ended~~Common Stock repurchases/purchases described above began on March 26, 2024.

As of March 31, ~~2023 and~~2024, no shares were repurchased under the ~~value of such shares as of the payment dates:~~

Payment Date DRIP Shares Issued DRIP Shares Value
January 25, 2023 445,235 $ 8,891
Total 445,235 $ 8,891

The following table summarizes the DRIP shares issued to stockholders who have “opted in” to the DRIP for the three months ended March 31, 2022 and the value of such shares as of the payment dates:

Payment Date DRIP Shares Issued DRIP Shares Value
January 25, 2022 358,891 $ 7,540
Total 358,891 $ 7,540
10b5-1 Plan.

(9) ~~Earnings Per Share~~EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:


			For the Three Months Ended
			March 31, 2023		March 31, 2022
		For the Three Months Ended						For the Three Months Ended
		March 31, 2024					March 31, 2024		March 31, 2023
Numerator—net increase/(decrease) in net assets resulting from operations	Numerator—net increase/(decrease) in net assets resulting from operations		$	43,777	$	22,246
Denominator—weighted average shares outstanding	Denominator—weighted average shares outstanding		70,863,184		57,101,214
Basic and diluted earnings (loss) per share	Basic and diluted earnings (loss) per share		$	0.62	$	0.39

(10) ~~Consolidated Financial Highlights~~CONSOLIDATED FINANCIAL HIGHLIGHTS

The following are the financial highlights (dollar amounts in thousands, except per share amounts):


			For the Three Months Ended
			March 31, 2023			March 31, 2022
Per Share Data:(1)
		For the Three Months Ended																For the Three Months Ended
		March 31, 2024												March 31, 2024					March 31, 2023
Per Share Data(1):
Net asset value, beginning of period
Net asset value, beginning of period
Net asset value, beginning of period	Net asset value, beginning of period		$	19.81		$	20.91
Net investment income (loss)	Net investment income (loss)		0.62			0.46
Net unrealized and realized gain (loss)(2)	Net unrealized and realized gain (loss)(2)		—			(0.07)
Net increase (decrease) in net assets resulting from operations	Net increase (decrease) in net assets resulting from operations		0.62			0.39
Dividends declared	Dividends declared		(0.50)			(0.48)

Issuance of common stock, net of underwriting and offering costs
Total increase (decrease) in net assets	Total increase (decrease) in net assets		0.12			(0.09)
Net asset value, end of period	Net asset value, end of period		$	19.93		$	20.82
Per share market value, end of period									Per share market value, end of period	21.55					N/A
Shares outstanding, end of period	Shares outstanding, end of period		70,981,913			57,196,918			Shares outstanding, end of period	88,894,490			70,981,913				70,981,913
Weighted average shares outstanding									Weighted average shares outstanding	87,358,527					70,863,184
Total return based on net asset value(3)	Total return based on net asset value(3)		3.11		%	1.85		%	Total return based on net asset value(3)	2.42		%			3.11		%
Ratio/Supplemental Data (all amounts in thousands except ratios and shares):
Total return based on market value(4)									Total return based on market value(4)	6.78		%			N/A
Ratio/Supplemental Data (all amounts in thousands except ratios):
Net assets, end of period	Net assets, end of period		$	1,414,596		$	1,190,918
Weighted average shares outstanding			70,863,184			57,101,214
Ratio of net expenses to average net assets(4)			9.19		%	4.79		%
Ratio of expenses before waivers to average net assets(4)			10.74		%	6.35		%
Ratio of net investment income to average net assets(4)			14.57		%	10.15		%
Net assets, end of period
Net assets, end of period										$	1,837,027				$	1,414,598
Ratio of net expenses to average net assets(5)									Ratio of net expenses to average net assets(5)	8.10		%			9.19		%
Ratio of expenses before waivers to average net assets(5)									Ratio of expenses before waivers to average net assets(5)	8.85		%			10.74		%
Ratio of net investment income to average net assets(5)									Ratio of net investment income to average net assets(5)	13.69		%			14.57		%

Ratio of total contributed capital to total committed capital, end of period			86.48		%	71.34		%
Asset coverage ratio			188.84		%	187.83		%

Asset coverage ratio(6)

Asset coverage ratio(6)

Asset coverage ratio(6)										223.10		%			188.84		%
Portfolio turnover rate	Portfolio turnover rate		3.08		%	1.17		%	Portfolio turnover rate	2.21		%			3.08		%

(1)The per share data was derived by using the weighted average shares outstanding during the ~~period.~~period, except otherwise noted.

(2)~~For the three months ended March 31, 2023 and March 31, 2022, the~~The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

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(3)Total return (not annualized) is calculated assuming a purchase of Common Stock at the opening of the first day of the period and a sale on the closing of the last business day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company’s DRIP.

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(4)Total return based on market value is calculated as the change in market value per share during the respective periods, taking into account distributions, if any, reinvested in accordance with the Company’s DRIP. The beginning market value per share is based on the initial public offering price of $20.67 per share and not annualized.

(5)Amounts are annualized except for incentive fees, organization and offering costs and expense support amounts relating to organization and offering costs.

(6)Effective December 17, 2019, in accordance with Section 61(a)(2) of the 1940 Act, with certain limited exceptions, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Prior to December 17, 2019, in accordance with the 1940 Act, with certain limited exceptions, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing.

(11) ~~Subsequent Events~~SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were ~~issued.~~issued, except as disclosed below.

On April 19, 2024, the Company entered into an amendment (the “Fourth Amendment”) to the Truist Credit Facility. The Fourth Amendment amended certain terms of the Truist Credit Facility, including, but not limited to amendments to (a) increase the size of the facility to $1,300,000, (b) extend the revolving period and maturity date of the Truist Credit Facility with respect to the loans and commitments held by the lenders who consented to the maturity extension until April 19, 2028 and April 19, 2029, respectively, and (c) modify certain covenant restrictions.

On May 8, 2024, the Board declared a distribution of $0.50 per share, which is payable on July 25, 2024 to shareholders of record as of June 28, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per share amounts, unless otherwise indicated)

In this Quarterly Report on Form 10-Q, or this “Report”, except where context suggests otherwise, the terms “Company,” “we,” “our” or “us” refers to Morgan Stanley Direct Lending Fund and its consolidated subsidiaries. This Report, including the documents we incorporate by reference into this Report, contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and you should not place undue reliance on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions. For the avoidance of doubt, we are not a subsidiary of, or consolidated with, Morgan Stanley. Furthermore, Morgan Stanley has no obligation, contractual or otherwise, to financially support us beyond the aggregate capital commitment to purchase shares of our common stock (as defined below) pursuant to a subscription agreement entered into by MS Credit Partners Holdings, Inc., a wholly owned subsidiary of Morgan Stanley.us. Morgan Stanley has no history of financially supporting any business development company (“BDC”) on the MS Private Credit platform, even during periods of financial distress. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “potential,” “predicts,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

•our future operating results;

•our business prospects and the prospects of our portfolio companies;

•risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of global health ~~events, such as COVID-19, also referred to as the “Coronavirus” pandemic;~~events;

•uncertainty and changes in the general interest rate ~~environment, including as a result of recent rate increases by the Federal Reserve System (“Federal Reserve”);~~environment;

•general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;

•the effect of an inflationary economic environment on our portfolio companies, our financial condition and our results of operations;

•the impact of interruptions in the supply chain on our portfolio companies;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with MS Capital Partners Adviser Inc., our investment adviser (the “Adviser” or the “Investment Adviser”), and its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we invest;

•the ability of our portfolio companies to achieve their objectives;

•~~the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;~~

•the use of borrowed money to finance a portion of our investments;

•the adequacy of our financing sources and working capital;

•the timing and amount of cash flows, if any, from the operations of our portfolio companies;

•the ability of our Adviser to locate suitable investments for us and to monitor and administer our investments;

•the ability of our Adviser and its affiliates to attract and retain highly talented professionals;

•our ability to maintain our qualification as a BDC, and as a regulated investment company (a “RIC”), under the Internal Revenue Code of 1986, as amended (the “Code”);

•the impact on our business of U.S. and international financial reform legislation, rules and regulations;

•currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars, could adversely affect the results of our investments in foreign companies;

•the effect of changes in tax laws and regulations and interpretations thereof; and

•the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and elsewhere in this Report.

The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.” Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved. This discussion contains forward-looking statements, which relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, or the Form 10-K, and Part II, Item 1A of and elsewhere in this Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that

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we have filed or in the future file with the Securities and Exchange Commission (the “SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private

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Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.

OVERVIEW

We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the ~~“1940 Act”~~"1940 Act"). In addition, for U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We are externally managed by our Adviser, an indirect, wholly owned subsidiary of Morgan Stanley. We are not a subsidiary of, or consolidated with, Morgan Stanley.

Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies ~~backed by~~in which private equity ~~sponsors.~~sponsors have a controlling equity stake in the portfolio company. For the purposes of this Report, “middle-market companies” refers to companies that, in general, generate annual earnings before interest, tax, depreciation and amortization ~~(“EBITDA”~~("EBITDA") in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this ~~criteria.~~criterion.

We invest primarily in directly originated senior secured term loans including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Typical middle-market senior loans may be issued by middle-market companies in the context of leveraged buyouts ~~(“LBOs”~~("LBOs"), acquisitions, debt refinancings, recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark ~~(historically, the London Interbank Offer Rate, or LIBOR, and currently,~~(such as the Secured Overnight Financing Rate, or SOFR).

We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and equity investments and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

Pursuant to the exemptive relief granted by the SEC to us and our Adviser (as amended, the ~~“Order”~~"Order"), we are able to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.

~~Recent Market Developments~~

~~The current inflationary environment~~We have applied for a new exemptive relief order which, if granted, would supersede the Order with respect to negotiated co-investment transactions alongside certain Regulated Funds and ~~uncertainty~~Affiliated Funds (each as to the probability of, and length and depth of a global recession could affect our portfolio companies. Government spending, government policies, including recent increases in certain interest rates by the Federal Reserve and other global central banks, recent eventsdefined in the ~~regional bank sector and~~application). There can be no assurance that we will obtain such new exemptive relief from the potential for disruptions in the availability of credit in the United States and elsewhere, in conjunction with other factors, including those described elsewhere in this Report and in other filings we have made with the SEC could affect our portfolio companies, our financial condition and our results of operations. We will continue to monitor the evolving market environment. In these circumstances, developments outside our control could require us to adjust our plan of operations and could impact our financial condition, results of operations or cash flows in the future. Despite these factors, we believe we and our portfolio are well positioned to manage the current environment.SEC.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.

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Revenue

We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends or distributions of income on direct equity investments, capital gains on the sales of loans and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark such as ~~LIBOR~~SOFR, or ~~SOFR.~~historically LIBOR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities.

We may also generate revenue in the form of commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

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Expenses

Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees and incentive fees, to our Adviser pursuant to the investment advisory agreement between us and our Investment Adviser (the “Investment Advisory Agreement”); (ii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the administration agreement (the “Administration Agreement”) between us and MS Private Credit Administrative Services LLC (the “Administrator”); and (iii) other operating expenses as detailed below:

•~~initial organization costs and offering costs incurred prior to the filing of our election to be regulated as a BDC (subject to the expense waiver described below)~~

•~~costs associated with our initial private offering;~~

•costs of any other offerings of our ~~common stock, par value $0.001 per share (“~~Common ~~Stock”)~~Stock and other securities;

•calculating individual asset values and our net asset value (including the cost and expenses of any third-party valuation services);

•out of pocket expenses, including travel, entertainment, lodging, and meal expenses, incurred by the Investment Adviser, or members of its investment team or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies (including, without limitation, any reverse termination fees and any liquidated damage and any costs related to broken deals) and monitoring actual portfolio companies and, if necessary, enforcing our rights;

•base management fee and any incentive fees payable under the Investment Advisory Agreement;

•certain costs and expenses relating to distributions paid by us;

•administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses;

•arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements;

•the allocated costs incurred by the Investment Adviser in providing managerial assistance to those portfolio companies that request it;

•amounts payable to third parties relating to, or associated with, making or holding investments;

•the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments;

•transfer agent and custodial fees;

•costs of derivatives and hedging;

•commissions and other compensation payable to brokers or dealers;

•any stock exchange listing fees and fees payable to rating agencies;

•cost of effecting any sales and repurchases of our Common Stock and other securities;

•federal and state registration fees;

•U.S. federal, state and local taxes, including any excise taxes;

•independent director fees and expenses;

•costs of preparing consolidated financial statements and maintaining books and records, costs of preparing tax returns, costs of Sarbanes-Oxley Act compliance and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies), and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation or review of the foregoing;

•the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing costs), the costs of any stockholders’ meetings, and costs and expenses of preparation for the foregoing and related matters;

•the costs of specialty and custom software for monitoring risk, compliance and overall investments;

•fees and expenses associated with marketing efforts;

•any fidelity bond required by applicable law;

•any necessary insurance premiums;

•~~indemnification payments;~~

•any extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company);

•direct fees and expenses associated with independent audits, agency, consulting and legal costs;

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•cost of winding up; and

•all other expenses incurred by either the Administrator or us in connection with administering our business, including payments under the Administration Agreement based upon our allocable portion of the compensation paid to our Chief Financial Officer and Chief Compliance Officer and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services including, but not limited to, the fees and expenses associated with performing compliance functions.

We reimburse the Administrator or its affiliates for amounts paid or costs borne that properly constitute Company expenses as set forth in the Administration Agreement or otherwise. We expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

PORTFOLIO AND INVESTMENT ACTIVITY ~~AND RESULTS OF OPERATIONS~~

~~As of March 31, 2023, we had investments in 156 portfolio companies across 29 industries. Based on fair value as of March 31, 2023, approximately 100%~~The composition of our ~~debt~~ portfolio ~~was invested in debt bearing a floating interest rate, which floating rate debt investments primarily are subject to interest rate floors.~~ is presented below:

~~Approximately 99.4%~~Table of ~~our debt portfolio at fair value had an interest rate floor denoted in LIBOR or SOFR.~~Contents


	March 31, 2024						December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First Lien Debt	$	3,131,129	$	3,115,404	94.6	%	$	3,027,413	$	3,004,544	94.1	%
Second Lien Debt	136,708		118,107		3.6		146,014		132,415		4.1
Other Investments	55,930		59,694		1.8		53,349		56,602		1.8
Total	$	3,323,767	$	3,293,205	100.0	%	$	3,226,776	$	3,193,561	100.0	%

Approximately 98.5% of our debt investments were in loans and other debt issued by middle market companies backed by private equity sponsors, approximately 79.0% of which were loans and other debt in support of LBOs and acquisitions. In addition, our

Our debt portfolio displayed the following characteristics of each of our investments1,2 unless otherwise noted:

~~Borrower Characteristics as of Closing Date of each Investment~~

•~~Weighted average last 12-month EBITDA of approximately $128.0 million;~~

•~~Weighted average net leverage through tranche of approximately 6.0x~~3;

•~~Weighted average of approximately 44.0% loan to value~~4;

~~Portfolio Characteristics as of March 31, 2023~~

•~~Weighted average yield on debt investments, at amortized cost, of 11.5%~~5;

•~~Approximately 77.0% of debt investments with one or more financial covenants;~~

•~~Approximately 6.3% of our debt portfolio is in loans that the Investment Adviser believes may be subject to business cycle volatility;~~

•~~No realized losses as a result of loan defaults and/or credit deterioration since January 31, 2020 (commencement of investment operations) through March 31, 2023;~~

•~~One investment of $1.5 million, or approximately 0.1% of total investments at amortized cost on non-accrual; and~~

•~~The average position size of our investments was approximately $18.8 million, or 0.6% of total fair value and our top ten portfolio companies represented approximately 21.7% of total fair value.~~

As of December 31, 2022, we had investments in 150 portfolio companies across 30 industries. Based on fair value as of December 31, 2022, approximately 100% of our debt portfolio was invested in debt bearing a floating interest rate, which floating rate debt investments primarily are subject to interest rate floors. ~~Approximately 99.4% of our debt portfolio at fair value had an interest rate floor denoted in LIBOR or SOFR.~~ Our weighted average total yield of investments in debt securities at amortized cost was 10.9%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2022.


	As of
	March 31, 2024			December 31, 2023

Number of portfolio companies	178			172
Percentage of performing debt bearing a floating rate, at fair value	99.9		%	99.9		%
Percentage of performing debt bearing a fixed rate, at fair value	0.1		%	0.1		%
Weighted average yield on debt and income producing investments, at cost(3)	11.9		%	12.0		%
Weighted average yield on debt and income producing investments, at fair value(3)	12.0		%	12.1		%
Weighted average 12-month EBITDA	$	155.1		$	153.1
Weighted average net leverage through tranche(4)	6.0x			6.0x
Weighted average interest coverage(5)	1.5x			1.5x
Weighted average loan to value(6)	42.9		%	43.0		%
Percentage of debt investments with one or more financial covenants	73.2		%	74.6		%
Percentage of our debt investments that are sponsor backed	98.6		%	98.5		%
Percentage of loans and other debt in support of LBOs and acquisitions	72.6		%	76.3		%
Percentage of our debt portfolio subject to business cycle volatility	5.7		%	6.0		%
Percentage of our total portfolio on non-accrual, at cost	0.4		%	0.6		%
Average position size of our investments	$	18.5		$	18.6

1 Calculated as a percentage of gross debt commitments (funded and unfunded). Weighted average EBITDA, net leverage through the tranche that the Company is a lender, interest coverage and loan to value exclude recurring revenue investments, which are investments in portfolio companies in which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA.

2 Amounts were derived from investment due diligence information provided by the portfolio company. Such amounts have not been independently estimated by us, and accordingly, we take no responsibility for such numbers and make no representation or warranty in respect of this information.

3 ~~Net leverage is the ratio of total debt minus cash divided by EBITDA and taking into account leverage through the tranche that we are a lender, excluding recurring revenue investments.~~

4 ~~Calculated using total outstanding debt through the tranche that the Company is a lender divided by enterprise value from the private equity sponsor or market comparables.~~

5 ~~Weighted average yield includes the effect of accretion of discounts and amortization of premiums and are based on interest rates as of March 31, 2023.~~

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~~Our portfolio is presented below:~~

~~Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):~~

As of and For the Three Months Ended
March 31, 2023 March 31, 2022
New Investments Committed
Gross Principal Balance(1)
$ 126,539 $ 105,623
Net New Investments Committed $ 126,539 $ 105,623
Investments, at Cost
Investments, beginning of period $ 2,939,646 $ 2,373,435
New investments purchased 139,566 177,705
Net accretion of discount on investments 2,530 1,982
Payment-in-kind 1,003 370
Net realized gain (loss) on investments 122 74
Investments sold or repaid (90,150) (28,627)
Investments, end of period $ 2,992,717 $ 2,524,939
Amount of investments funded, at principal
First lien debt investments $ 136,288 $ 169,220
Second lien debt investments 8,500 10,667
Other securities(2)
74 —
Total $ 144,862 $ 179,887
Amount of investments sold/fully repaid, at principal
First lien debt investments $ 71,558 $ 12,054
Total $ 71,558 $ 12,054
Weighted average yield on debt investments, at cost(3)
11.5 % 7.2 %
Weighted average yield on debt investments, at fair value(3)
11.7 % 7.2 %
Number of portfolio companies 156 109
Percentage of debt investments bearing a floating rate, at fair value 99.9 % 100.0 %
Percentage of debt investments bearing a fixed rate, at fair value 0.1 % 0.0 %

~~(1)Includes new investment commitments, excluding sale/repayments and including new unfunded investment commitments.~~

~~(2)Represents dollar amount of other securities funded.~~

~~(3)~~Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, as applicable on debt securities ~~held as of March 31, 2023 and March 31, 2022, respectively,~~ divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented ~~herein.~~ herein..

4 Net leverage is the ratio of total debt minus cash divided by EBITDA and taking into account leverage through the tranche that the Company is a lender, excluding recurring revenue investments.

5Interest coverage for a particular portfolio company is calculated by taking credit agreement EBITDA and dividing by annualized latest reported interest expense. Total interest coverage is calculated on a weighted average basis based on total gross debt commitments (funded and unfunded). Calculation excludes recurring revenue deals which are investments in portfolio companies in which the Company lends based on a multiple of recurring revenue generated by the portfolio company and not based on a multiple of EBITDA. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.

6 Calculated using total outstanding debt through the tranche that the Company is a lender divided by total enterprise value from the private equity sponsor or market comparables.

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Investment Activity

Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):


	As of and For the Three Months Ended
	March 31, 2024		March 31, 2023
New investments committed
Gross principal balance(1)	$	232,120	$	126,539

Net new investments committed	$	232,120	$	126,539
Investments, at cost
Investments, beginning of period	$	3,226,776	$	2,939,646
New investments purchased	168,357		139,566
Net accretion of discount on investments	2,714		2,530
Payment-in-kind	3,226		1,003
Net realized gain (loss) on investments	(5,625)		122
Investments sold or repaid	(71,681)		(90,150)
Investments, end of period	$	3,323,767	$	2,992,717
Amount of investments funded, at principal
First lien debt investments	$	171,068	$	136,288
Second lien debt investments	—		8,500
Other Investments(2)	294		74
Total	$	171,362	$	144,862
Amount of investments sold/fully repaid, at principal
First lien debt investments	$	16,185	$	71,558
Second lien debt investments	10,450		—

Total	$	26,635	$	71,558
Number of new investment commitments in portfolio companies	9		6
Number of investment commitments exited or fully repaid	3		—

(1)Includes new investment commitments, excluding sale/repayments and including new unfunded investment commitments.

(2)Represents dollar amount of other investments funded.

Investment Performance Rating

As part of the monitoring process, our Investment Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Investment Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Investment Adviser’s ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. Please see below for a description of the four categories of the Investment Adviser’s Internal Risk Rating system:

~~Category~~Risk Rating 1 — In the opinion of our Investment Adviser, investments in ~~Category~~Risk Rating 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. ~~Category~~Risk Rating 1 investments performance is above our initial underwriting expectations and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company, or the likelihood of a potential exit.

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~~Category~~Risk Rating 2 — In the opinion of our Investment Adviser, investments in ~~Category~~Risk Rating 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. ~~Category~~Risk Rating 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment are neutral to favorable. All new originated or acquired investments are initially included in ~~Category~~Risk Rating 2.

~~Category~~Risk Rating 3 — In the opinion of our Investment Adviser, investments in ~~Category~~Risk Rating 3 indicate that the risk to our ability to recoup the initial cost basis at the time of origination or acquisition has increased materially since the origination or acquisition of the investment, such as declining financial performance and non-compliance with debt covenants; however, principal and interest payments are not more than 120 days past due.

~~Category~~Risk Rating 4 — In the opinion of our Investment Adviser, investments in ~~Category~~Risk Rating 4 involve a borrower performing substantially below expectations and indicate that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. For ~~Category~~Risk Rating 4 investments, it is anticipated that we

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will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.

The distribution of our portfolio on the Investment Adviser’s Internal Risk Rating System is as follows:


			March 31, 2023					December 31, 2022
			Fair Value		% of Portfolio		Number of Portfolio Companies	Fair Value		% of Portfolio		Number of Portfolio Companies
		March 31, 2024											March 31, 2024	December 31, 2023
		Fair Value
Risk rating 1
Risk rating 1
Risk rating 1	Risk rating 1		$	—	—	%	—	$	—	—	%	—
Risk rating 2	Risk rating 2		2,892,076		98.8		153	2,844,451		99.0		148
Risk rating 2
Risk rating 2
Risk rating 3
Risk rating 3
Risk rating 3	Risk rating 3		34,021		1.2		3	29,137		1.0		2
Risk rating 4	Risk rating 4		—		—		—	—		—		—
			$	2,926,097	100.0	%	156	$	2,873,588	100.0	%	150
Risk rating 4
Risk rating 4
			$
			$
			$

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:


			For the Three Months Ended
			March 31, 2023		March 31, 2022
		For the Three Months Ended						For the Three Months Ended
		March 31, 2024					March 31, 2024		March 31, 2023
Total investment income	Total investment income		$	83,639	$	44,304
Less: Net expenses	Less: Net expenses		39,417		17,790
Net investment income			44,222		26,514

Net investment income (loss) before taxes
Less: Excise tax expense
Net investment income (loss) after taxes
Net change in unrealized appreciation (depreciation)	Net change in unrealized appreciation (depreciation)		(567)		(4,342)
Net realized gain (loss)	Net realized gain (loss)		122		74
Net increase (decrease) in net assets resulting from operations	Net increase (decrease) in net assets resulting from operations		$	43,777	$	22,246

Investment Income

Investment income was as follows:


			For the Three Months Ended
		For the Three Months Ended							For the Three Months Ended
			March 31, 2023		March 31, 2022		March 31, 2024	March 31, 2023
Investment income:	Investment income:
Interest income
Interest income
Interest income	Interest income		$	81,717	$	42,715
Payment-in-kind interest income	Payment-in-kind interest income		441		272
Dividend income	Dividend income		496		309
Other income	Other income		985		1,008
Total investment income	Total investment income		$	83,639	$	44,304

~~Total~~In the table above, total investment income increased from ~~$44,304 for the three months ended March 31, 2022 to~~ $83,639 for the three months ended March 31, ~~2023.~~2023 to $99,101 for the three months ended March 31, 2024. The increase was primarily driven by our deployment of capital and rising ~~LIBOR and~~ SOFR rates ofon our floating-rate debt investments. The size of our investment portfolio at ~~fair value~~amortized cost increased from ~~$2,534,536~~$2,992,717 as of March 31, ~~2022~~2023 to ~~$2,926,097~~$3,323,767 as of March 31, ~~2023.~~2024. Weighted average asset yield of debt investments at cost increased from ~~7.2% at March 31, 2022 to~~ 11.5% at March 31, ~~2023. As of such dates, all of our first and second lien senior secured debt investments were income-producing. The amortized cost of an unsecured debt investment on non-accrual status as of~~2023 to 11.9% at March 31, ~~2023 was $1,500.~~2024.

Expenses

Expenses were as follows:

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Interest income on our debt investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of March 31, 2023 and March 31, 2022, and for the periods then ended, all of our first and second lien secured debt investments were performing and current on their interest payments.

~~Expenses~~

~~The Company is responsible for investment expenses, professional fees, and other general and administrative expenses related to the Company’s operations. Expenses were as follows:~~


			For the Three Months Ended
			March 31, 2023		March 31, 2022
		For the Three Months Ended						For the Three Months Ended
		March 31, 2024					March 31, 2024		March 31, 2023
Expenses:	Expenses:
Interest expense and other financing expenses			$	26,667	$	10,349
Interest and other financing expenses
Interest and other financing expenses
Interest and other financing expenses
Management fees	Management fees		7,304		6,183
Income based incentive fees	Income based incentive fees		9,381		5,466
Capital gains incentive fees			—		(747)
Professional fees	Professional fees		1,241		624

Directors’ fees	Directors’ fees		80		87
Administrative service fees	Administrative service fees		54		16
General and other expenses	General and other expenses		168		410
Total expenses	Total expenses		44,895		22,388
Expense support			—		39
Management fees waiver			(5,478)		(4,637)

Management fees waiver (Note 3)
Management fees waiver (Note 3)
Management fees waiver (Note 3)
Incentive fees waiver (Note 3)
Net expenses	Net expenses		$	39,417	$	17,790

Excise tax expense

Interest ~~Expense~~and Other Financing Expenses

Interest ~~expense~~ and other financing expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs, were ~~$26,667~~$27,260 and ~~$10,349~~$26,667 for the three months ended March 31, ~~2023~~2024 and March 31, ~~2022,~~2023, respectively. The ~~increases were~~increase was primarily due to ~~higher average borrowings outstanding over time,~~ increased reference rates and higher cost of unsecured debt ~~issued.~~issued partially offset by lower average borrowings outstanding. For the three months ended March 31, ~~2023~~2024 and March 31, ~~2022,~~2023, average borrowings outstanding were ~~$1,584,809~~$1,462,796 and ~~$1,288,400,~~$1,584,809, respectively. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three months ended March 31, ~~2023~~2024 and March 31, ~~2022 were~~2023 was 6.69% and 6.23% ~~and 2.64%~~, respectively. ~~For more information on our~~The combined weighted average effective interest rate (excluding unused fees only) of the aggregate borrowings ~~including the terms thereof, see~~ ~~Note 6. Debt in the Notes to Consolidated Financial Statements.~~

~~Base Management Fee~~

~~The base management fees, net of waiver, were $1,826 and $1,546~~outstanding for the three months ended March 31, ~~2023~~2024 and March 31, ~~2022, respectively,~~2023 was 7.12% and 6.57%, respectively.

Management Fees

Base management fees, net of waiver, were $5,132 and $1,826 for the ~~increase was~~three months ended March 31, 2024 and March 31, 2023. The increases were primarily due to an increase in average gross assets. ~~For more~~Refer to Note 3 “Related Party Transactions” for additional information ~~on base~~about the management ~~fees, including terms thereof, see~~ ~~Note 3. Related Party Transactions in the Notes to Consolidated Financial Statements.~~fee waiver.

Incentive Fee

The incentive fee consists of two components: (1) income based incentive fee and (2) capital gains incentive fee. The income based incentive ~~fee~~fees, net of waiver, were ~~$9,381~~$10,126 and ~~$5,466~~$9,381 for the three months ended March 31, ~~2023~~2024 and March 31, ~~2022, respectively, the increase was~~2023. The increases were primarily due to an increase in pre-incentive fee net investment income. ~~For~~Refer to Note 3 “Related Party Transactions” for additional information about the ~~three months ended March 31, 2023, there was no capital gains~~ incentive fees accrued to the Investment Adviser. For the three months ended March 31, 2022, $747 of previously accrued capital gains incentive fees to the Investment Adviser were reversed due to changes in unrealized depreciation on investments during the period. For more information on incentive fee, including terms thereof, see ~~Note 3. Related Party Transactions in the Notes to Consolidated Financial Statements.~~waiver.

Professional Fees, Administrative Service Fee and Other Expenses

Professional fees include legal, audit, tax, valuation and other professional fees incurred related to the management of our Company. Administrative service fee represents fees paid to the Administrator for our allocable portion of the cost of certain of our executive officers that perform duties for us. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs.

Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss):
Non-controlled/non-affiliated investments	$	(5,625)	$	122


Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	2,658		(567)


Net realized and unrealized gains (losses)	$	(2,967)	$	(445)

For the three months ended March 31, ~~2023, we incurred administrative service fee~~2024 net realized losses on our investments was $5,625, which was primarily due to the restructuring of $54, professional fees of $1,241, fees to Independent Directors of $80, other expenses of $168, and expense support recoupment of previously waived organization and offering costs by the Investment Adviser of $0, respectively.three portfolio companies.

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For the three months ended March 31, 2022, we incurred administrative service fee of $16, professional fees of $624, fees to Independent Directors of $87, other expenses of $410, and expense support recoupment of previously waived organization and offering costs by the Investment Adviser of $39, respectively.

~~Income Taxes, Including Excise Taxes~~

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our stockholders in each taxable year generally at least 90% of the sum of our investment company taxable income, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our stockholders, which generally relieve us from corporate-level U.S. federal income taxes. For the three months ended March 31, 2023 and March 31, 2022, we did not accrue any U.S. federal excise tax.

~~Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments~~

For the Three Months Ended
March 31, 2023 March 31, 2022
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss):
Non-controlled/non-affiliated investments $ 122 $ 74
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments (567) (4,342)
Net realized and unrealized gains (losses) $ (445) $ (4,268)

~~For the three months ended March 31, 2023 and March 31, 2022, net realized gain on our investments was $122 and $74, respectively, driven by the sale of debt and equity investments in our portfolio.~~

~~We determine the fair value of our portfolio investments quarterly and any changes in fair value are recorded as unrealized appreciation or depreciation. For the three months ended March 31, 2023,~~2024, net change in unrealized ~~depreciation~~appreciation on our investments of ~~$567~~$2,658, was primarily ~~driven by~~ the ~~net decreases of valuations of our debt and equity investments as a~~ result of the ~~volatile credit environment and~~ changes in spreads in the primary and secondary markets. For the three months ended March 31, 2022, net change in unrealized depreciation on our investments of $4,342 was primarily driven by the net decreases of valuations of our debt and equity investments in a widening credit spread environment. See ~~Note 5. Fair Value Measurement in the Notes to Consolidated Financial Statements.~~

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our Common Stock, net borrowings from our credit facilities, and net proceeds of our unsecured debt issuances and through cash flows from operations, including investment sales and repayments as well as income earned on investments. Details of our ~~Credit Facilities~~credit facilities and unsecured debt issuance are described in “—Debt” below. We may from time to time enter into new credit facilities, increase the size of existing credit facilities or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

As of March 31, ~~2023,~~2024, we had approximately ~~$99.6~~$64.8 million of cash, which taken together with our approximately ~~$200.0~~$300.0 million and ~~$623.5~~$623.7 million of availability under the BNP Funding Facility and the Truist Credit Facility (subject to borrowing base availability) (each as defined in Note 6. “Debt” in the notes to the accompanying consolidated financial statements), respectively, ~~and our approximately $220.3 million of uncalled investor capital commitments to purchase shares of Common Stock, or capital commitments,~~ we expect to be sufficient for our investing activities and sufficient to conduct our operations in the near term. As of March 31, ~~2023,~~2024, we believed we had adequate financial resources to satisfy unfunded portfolio company ~~commitments.~~commitments of $363.8 million.

Equity

AsOn January 26, 2024, we closed our Initial Public Offering ("IPO"), issuing 5,000,000 shares of ~~March 31, 2023,~~our Common Stock at a public offering price of $20.67 per share. Net of underwriting fees, we ~~had~~ received ~~aggregate investor capital commitments to purchase~~net cash proceeds, before offering expenses, of approximately $97.1 million. Our Common Stock began trading on the NYSE under the symbol “MSDL” on January 24, 2024.

In connection with the IPO, the Company redeemed any fractional shares of Common Stock outstanding for cash in an amount equal to the pro rata portion of ~~approximately $1,629.4 million pursuant to subscription agreements.~~ $20.67 per share of Common Stock, which was the initial public offering price in the IPO.

During the three months ended March 31, 2023, we did not issue any capital calls to purchase Common Stock pursuant to such subscription agreements.

Distributions and Dividend Reinvestment

~~The following tables summarize our distributions declared and payable for the three months ended March 31, 2023 and March 31, 2022, respectively:~~

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Date Declared Record Date Payment Date Per Share Amount
Dividend Yield(1)
Total Amount
March 28, 2023 March 28, 2023 April 25, 2023 $ 0.50 10.3 % $ 35,377
Total Distributions $ 0.50 $ 35,377

Date Declared Record Date Payment Date Per Share Amount
Dividend Yield(1)
Total Amount
March 25, 2022 March 25, 2022 April 27, 2022 $ 0.48 9.3 % $ 27,455
Total Distributions $ 0.48 $ 27,455

~~(1)~~Dividend yield (annualized) is calculated by dividing the declared dividend by the weighted average of the net asset value at the beginning of the quarter, the capital called and dividend reinvested during the quarter and annualizing over 4 quarterly periods.

~~We adopted~~Prior to January 26, 2024, we had an “opt in” dividend reinvestment plan, or the DRIP. As a result, our stockholders who ~~elect~~elected to “opt in” to the DRIP had their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. We adopted an “opt out” DRIP effective as of January 26, 2024. As a result, our stockholders who have not “opted out” of the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. Stockholders who receive distributions in the form of shares of Common Stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those stockholders will not receive cash with which to pay any applicable taxes. ~~Shares issued under the DRIP will not reduce an investor’s outstanding capital commitment.~~

The following ~~tables~~table summarize ~~DRIP shares issued~~our distributions declared and ~~amounts~~payable for the three months ended March 31, ~~2023~~2024 and March 31, ~~2022,~~2023, respectively:

Payment Date DRIP Shares Issued DRIP Shares Value
January 25, 2023 445,235 $ 8,891
Total 445,235 $ 8,891

Date Declared

Record Date

Payment Date

Per Share Amount

Shares(1)

For the Three Months Ended March 31, 2024

February 29, 2024

March 29, 2024

April 25, 2024

0.50

513,697

For the Three Months Ended March 31, 2023

March 28, 2023

April 25, 2023

0.50

482,781

Payment Date DRIP Shares Issued DRIP Shares Value
January 25, 2022 358,891 $ 7,540
Total 358,891 $ 7,540
(1) In connection with the distributions with payment dates of January 25, 2024 and January 25, 2023, 618,878 and 445,235 DRIP shares were issued, respectively.

On January 11, 2024, the Board also declared the following special distributions


Record Date	Payment Date	Per Share Amount
August 05, 2024	October 25, 2024	$	0.10
November 04, 2024	January 24, 2025	0.10



		$	0.20

Share Repurchase Plan

On January 25, 2024, we entered into a share repurchase plan, or the 10b5-1 Plan, to acquire up to $100 million in the aggregate of our Common Stock at prices below our net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

As of March 31, 2024, no shares were repurchased under the 10b5-1 Plan.

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Debt

Our outstanding debt obligations were as follows:


	March 31, 2024						December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
BNP Funding Facility	$	600,000	$	300,000	$	300,000	$	600,000	$	282,000	$	318,000
Truist Credit Facility(1)	1,120,000		492,257		623,745		1,120,000		520,263		599,484
2027 Notes(2)	425,000		425,000		—		425,000		425,000		—
2025 Notes(2)	275,000		275,000		—		275,000		275,000		—
Total	$	2,420,000	$	1,492,257	$	923,745	$	2,420,000	$	1,502,263	$	917,484

(1)~~The CIBC Subscription Facility matured on December 31, 2022 and was fully paid off.~~

~~(2)~~As of March 31, 2024 and December 31, 2023, ~~$4,225~~a letter of credit of $3,998 and $253, respectively, was outstanding, which reduced the unused availability under the Truist Credit Facility ofby the same amount. ~~As of March 31, 2022, no letter of credit was outstanding.~~

~~(3)~~Under the Truist Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2024 and December 31, 2023, the Company had borrowings denominated in Euros (EUR) of ~~238.~~ 238 and 238, respectively.

(2)As of March 31, ~~2022,~~2024, the ~~Company did not have any borrowings denominated in Euros (EUR) or other permitted currencies.~~

~~(4)The~~ carrying value of ~~our~~the Company’s 2027 Notes and 2025 Notes were presented on the Consolidated Statements of Assets and Liabilities net of unamortized debt issuance costs of ~~$4,346~~$3,219 and ~~$2,978,~~$1,763, and unamortized original issuance discount of ~~$828~~$614 and $0, respectively. As of December 31, 2023, the carrying value of the Company’s 2027 Notes and 2025 Notes were presented on the Consolidated Statements of Assets and Liabilities net of unamortized debt issuance costs of $3,499 and $2,065, and unamortized original issuance discount of $667 and $0, respectively.

For additional information on our debt obligations, see “~~Item 1. Consolidated Financial Statements – Notes to Consolidated Financial Statements –~~ Note 6. ~~Debt~~” ~~in the accompanying unaudited~~“Debt” to our consolidated financial ~~statements.~~statements included in this report.

RECENT DEVELOPMENTS

~~Subsequent~~On April 19, 2024, we entered into an amendment (the “Fourth Amendment”) to ~~March 31, 2023 through~~the Truist Credit Facility. The Fourth Amendment amended certain terms of the Truist Credit Facility, including, but not limited to amendments to (a) increase the size of the facility to $1,300,000, (b) extend the revolving period and maturity date of the Truist Credit Facility with respect to the loans and commitments held by the lenders who consented to the maturity extension until April 19, 2028 and April 19, 2029, respectively, and (c) modify certain covenant restrictions.

On May ~~10, 2023, we have closed approximately $23.6 million~~8, 2024, the Board declared a distribution of ~~new/add-on investments. Of these new commitments, approximately $23.6 million were first lien senior secured loans. We remain highly focused~~$0.50 per share, which is payable on ~~conducting extensive due diligence and leveraging the Morgan Stanley platform. We continue~~July 25, 2024 to seek to invest in companies that are led by strong management teams, generate substantial free cash flow, have leading market positions, benefit from sustainable business models, and are well positioned to perform well despite recent market volatility. We believe the current market environment offers opportunities to

~~Table~~shareholders of ~~Contents~~

~~seek compelling risk adjusted returns. Our investment pace will depend on several factors including the market environment, deal flow and the impact~~record as of ~~inflation on valuations and the operations of potential portfolio companies.~~June 28, 2024.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates including those relating to the valuation of our investment portfolio, should be read in connection with our consolidated financial statements in Part I, Item 1 of this Report, “~~Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical~~including Note 2 “Significant Accounting ~~Policies~~Policies.” ~~in Part II, Item 7 of our Form 10-K, and “Risk Factors” in Part I, Item 1A of our Form 10-K.~~

RELATED PARTY TRANSACTIONS

We have entered into a number of business relationships with affiliated or related parties, including the following (which are defined

in the notes to the accompanying unaudited financial statements if not defined herein):

•the Investment Advisory Agreement;

•the Administration Agreement;

•~~the Expense Support and Waiver Agreement;~~

•~~the Placement Agent Agreement;~~ and

•the License Agreement.

See ~~“Item 1. Consolidated Financial Statements—Notes to Consolidated Financial Statements—~~Note 3. ~~Related~~“Related Party Transactions” ~~in the accompanying unaudited~~to our consolidated financial ~~statements.~~statements included in this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including valuation risk, market risk and interest rate risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of portfolio companies. During periods of market dislocation, we will seek to invest prudently in the secondary loan market to provide our investors better risk adjusted returns while adhering to our core investment tenants. ~~See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Market Developments.~~” Most of our investments will not have a readily available market price. To ensure accurate valuations, our investments are valued at fair value in good faith by the Board based on, among other things, the input of the Investment Adviser, including the Valuation Designee, our Audit Committee and independent third-party valuation firms engaged at the direction of the Board of Directors, or Valuation Designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. If we

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were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Market Risk

The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level, may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on a company’s investments and net asset value and can lead to increased market volatility. See “Part I, Item 1A. Risk Factors—General Risk Factors—~~Risks Relating to Our Business and Structure—~~We are operating in a period of capital markets disruption and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have a negative impact on our business and operations.” of our Form 10-K and “— "Part I, Item 1A. Risk Factors — General Risk Factors — Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, such as the Coronavirus pandemic, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition” of our Form 10-K.

Interest Rate Risk

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at

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which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of March 31, ~~2023,~~2024, approximately ~~100%~~99.9% of our debt investments were at floating rates. Based on our Consolidated Statement of Assets and Liabilities as of March 31, ~~2023,~~2024, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing structure as of March 31, ~~2023)~~2024) (dollar amounts in thousands):


				Interest		Interest		Net
			Interest								Interest		Interest		Net
Basis Point Change - Interest Rates	Basis Point Change - Interest Rates			Income		Expense		Income	Basis Point Change - Interest Rates	Income		Expense		Income
Up 300 basis points	Up 300 basis points	$		89,636	$	(26,768)	$	62,868
Up 200 basis points	Up 200 basis points	$		59,757	$	(17,845)	$	41,912
Up 100 basis points	Up 100 basis points	$		29,879	$	(8,923)	$	20,956
Up 25 basis points
Down 25 basis points
Down 100 basis points	Down 100 basis points	$		(29,879)	$	8,923	$	(20,956)
Down 200 basis points	Down 200 basis points	$		(59,757)	$	17,845	$	(41,912)
Down 300 basis points	Down 300 basis points	$		(89,632)	$	26,768	$	(62,864)

We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts or our credit facilities, subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of March 31, ~~2023~~2024 (the end of the period covered by this report), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange ~~Act)~~Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer) have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

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Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred for the ~~three months~~quarter ended March 31, ~~2023~~2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. ~~Other Information~~

Item 1. Legal Proceedings

The Company, the Adviser and the Administrator may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Each of the Company, the Adviser and the Administrator is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company. See also “Note 1 to Consolidated Financial Statements in Part I, Item 1. Consolidated Financial Statements and Supplementary Data”of this Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the risk factors ~~set forth below and the risk factors~~ previously disclosed under Item 1A of the Form 10-K, which could materially affect our business, financial condition and/or operating results. The risks ~~described below and~~ disclosed in the Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and/or operating results.

We and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.

Cash held by us and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, we or our portfolio companies could lose all or a portion of those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our and our portfolio companies’ business, financial condition, results of operations, or prospects.

Although we assess our and our portfolio companies’ banking relationships as we believe necessary or appropriate, our and our portfolio companies’ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us or our portfolio companies, the financial institutions with which we, or our portfolio companies have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us or our portfolio companies to acquire financing on acceptable terms or at all.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Sales of Unregistered Securities

~~There were no issuances of our Common Stock during the quarter ended March 31, 2023 as part of our private offering pursuant~~Refer to ~~Section 4(a)(2) of the Securities Act and Regulation D thereunder.~~“Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 8. Net Assets” in this Report.

Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

74During the fiscal quarter ended March 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

~~Table~~

Appointment of ~~Contents~~an Officer

On May 8, 2023, Thomas P. Torrisi notified the Board of Directors (the “Board”) of the Company of his resignation as the Company’s interim Chief Compliance Officer, effective as of the close of business on May 8, 2023. Mr. Torrisi’s resignation is not a result of any disagreement with the Company.

~~On May 8, 2023,~~2024, the Board appointed ~~Gauranga Pal~~Jonathan Frohlinger as ~~Chief Compliance~~Principal Accounting Officer of the Company, effective ~~immediately.~~May 10, 2024.

~~Effective May 8, 2023,~~

Mr. Frohlinger, 34, is a Vice President of Morgan Stanley and a member of the Morgan Stanley Private Credit Team where he is responsible for the finance, accounting, valuation and financial reporting functions for the MS BDCs and other direct lending vehicles. Prior to joining Morgan Stanley in 2022, Mr. Frohlinger was a Director at Blackstone Credit (“BXC”) where he held various finance roles for the BXC BDC complex. Prior to BXC, Mr. Frohlinger was an Audit Manager at Ernst & Young LLP. Mr. Frohlinger is a Certified Public Accountant in the State of New York and received his Bachelor of Science with honors in Accounting and Economics from the City University of New York.

There is no arrangement or understanding between Mr. Frohlinger and any other person pursuant to which he was appointed as Principal Accounting Officer. Further, with regard to Mr. Frohlinger, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company ~~amended and restated its bylaws (the “Amended and Restated Bylaws”) to conform to recent changes to the Delaware General Corporation Law~~is a participant that ~~eliminated the requirements for Delaware corporations to make stockholder lists available for inspection during a meeting~~would require disclosure under Item 404(a) of ~~stockholders. The Amended and Restated Bylaws were approved~~Regulation S-K promulgated by the ~~Board of Directors.~~SEC.

Item 6. ~~Exhibits~~

~~(b)~~ Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

(b)Exhibits

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Exhibit			~~Description~~
3.1*			~~Amended and Restated~~ ~~Bylaws.~~
10.1			~~Third~~Fourth Amendment to Senior Secured Revolving Credit Agreement, dated as of ~~January 31, 2023~~April 19, 2024, among the Company, as Borrower, the Lenders and Issuing Banks party thereto, Truist Bank, as Administrative Agent, and Truist Securities, Inc., as Joint Lead Arranger and Sole Book Runner, and ING Capital LLC, MUFG Bank, Ltd., and Sumitomo Mitsui Banking Corporation, as additional Joint Lead Arrangers.(1)
31.1*			Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*			Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
32.1**			Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*			Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*			Cover Page Interactive Data File (embedded within the Inline XBRL document)
*			Filed herewith
**			Furnished herewith
(1)			Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on ~~February 6, 2023~~April 23, 2024 (File No. 814-01332).

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Table of Contents

SIGNATURES

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


	Morgan Stanley Direct Lending Fund
Dated: May ~~10, 2023~~9, 2024	By:	/s/ Jeffrey S. Levin
		Jeffrey S. Levin Director and Chief Executive Officer ~~(principal executive officer)~~ (Principal Executive Officer)

Dated: May ~~10, 2023~~9, 2024	By:	/s/ ~~Venugopal Rathi~~David Pessah
		~~Venugopal Rathi~~David Pessah Chief Financial Officer (~~principal financial officer)~~Principal Financial Officer)

7681


Payment Date	DRIP Shares Issued	DRIP Shares Value
January 25, 2023	445,235	$	8,891



Total	445,235	$	8,891