T Series Middle Market Loan Fund 10-Q 2023 Q3 Quarterly report

0001885968us-gaap:OtherAggregatedInvestmentsMember2021-12-31

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 September 30, 2023

OR

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

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 814-01453

T Series Middle Market Loan Fund LLC

(Exact name of registrant as specified in its charter)

Delaware	87-3271290
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1585 Broadway
New York, NY	10036
(Address of principal executive offices)	(Zip Code)

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	Name of each exchange on which registered
None	None	None

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

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

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

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

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

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

As of November 6, 2023, there was no established public market for the registrant’s limited liability company common units.

As of November 6, 2023, the Registrant had 43,350,240 common units outstanding.

1

T Series Middle Market Loan Fund LLC

TABLE OF CONTENTS

Part I. Financial Information
Item 1.	Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm	3
	Consolidated Statements of Financial Condition as of September 30, 2023 (Unaudited) and December 31, 2022 (Audited)	4
	Consolidated Statements of Operations for the three and nine months ended September 30, 2023 (Unaudited) and September 30, 2022 (Unaudited)	5
	Consolidated Statements of Changes in Members’ Capital for the three and nine months ended September 30, 2023 (Unaudited) and September 30, 2022 (Unaudited)	6
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 (Unaudited) and September 30, 2022 (Unaudited)	7
	Consolidated Schedule of Investments as of September 30, 2023 (unaudited) and December 31, 2022 (Audited)	9
	Notes to the Consolidated Financial Statements (unaudited)	36
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	64
Item 4.	Controls and Procedures	65
Part II. Other Information
Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	66
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 3.	Defaults Upon Senior Securities	67
Item 4.	Mine Safety Disclosures	67
Item 5.	Other Information	67
Item 6.	Exhibits	67

SIGNATURES

2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the unitholders and the Board of Directors of T Series Middle Market Loan Fund LLC

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated statement of financial condition of T Series Middle Market Loan Fund LLC and subsidiaries (the “Company”), including the consolidated schedule of investments as of September 30, 2023, and the related consolidated statements of operations, changes in members’ capital for the three-month and nine-month periods ended September 30, 2023, and 2022, and cash flows for the nine-month periods ended September 30, 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 financial condition of the Company including the consolidated schedule of investments as of December 31, 2022, and the related consolidated statements of operations, changes in members’ capital, and cash flows for the year then ended (not presented herein); and in our report dated March 10, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of financial condition as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated statement of financial condition 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

November 6, 2023

3

T Series Middle Market Loan Fund LLC

Consolidated Statements of Financial Condition

(In thousands, except unit and per unit amounts)

	As of
	September 30, 2023		December 31, 2022
	(Unaudited)		(Audited)
Assets
Non-controlled/non-affiliated investments, at fair value (amortized cost of $1,561,792 and $1,264,933 at September 30, 2023 and December 31, 2022, respectively)	$	1,544,375	$	1,234,145
Cash	49,421		36,459
Deferred financing costs	10,041		5,411
Interest and dividend receivable from non-controlled/non-affiliated investments	10,122		8,732
Receivable for investments sold/repaid	122		522
Prepaid expenses and other assets	3,339		21
Total assets	1,617,420		1,285,290
Liabilities
Debt	771,940		676,498
Payable to affiliates	891		1,076
Financing costs payable	84		84
Dividends payable	24,469		16,507
Management fees payable	888		653
Income based incentive fees payable	2,370		1,639
Interest payable	9,199		5,523
Accrued expenses and other liabilities	2,099		1,227
Total liabilities	811,940		703,207
Commitments and Contingencies
Members' Capital
Common units (42,079,982 and 31,090,702 common units issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)	42		31
Paid-in capital in excess of par value	819,394		610,553
Net distributable earnings (accumulated losses)	(13,956)		(28,501)
Total members' capital	$	805,480	$	582,083
Total liabilities and members' capital	$	1,617,420	$	1,285,290
Net asset value per unit	$	19.14	$	18.72

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

4

T Series Middle Market Loan Fund LLC

Consolidated Statements of Operations (Unaudited)

(In thousands, except unit and per unit amounts)

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	44,449	$	21,254	$	120,624	$	41,126
Payment-in-kind interest income	863		19		1,521		29
Dividend income	334		225		844		394
Other income	1,232		658		2,729		1,711
Total investment income	46,878		22,156		125,718		43,260
Expenses:
Interest expense and other financing expenses	17,228		6,353		46,382		11,346
Management fees	888		503		2,413		1,216
Income based incentive fees	2,370		1,244		6,331		2,490
Capital gains incentive fees	—		—		—		—
Professional fees	433		322		1,287		774
Organization and offering costs	—		40		—		102
Directors' fees	51		51		154		154
Administrative service fees	—		—		—		5
General and other expenses	393		252		988		371
Total expenses	21,363		8,765		57,555		16,458
Net investment income (loss) before taxes	25,515		13,391		68,163		26,802
Excise tax expense	—		—		—		2
Net investment income (loss) after taxes	25,515		13,391		68,163		26,800
Net realized and unrealized gain (loss) on investment transactions:
Realized gain (loss):
Non-controlled/non-affiliated investments	22		—		45		104
Foreign currency and other transactions	3		(7)		3		(7)
Net realized gain (loss)	25		(7)		48		97
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	11,439		(12,038)		13,428		(23,997)
Translation of assets and liabilities in foreign currencies	(8)		5		(9)		5
Net unrealized appreciation (depreciation)	11,431		(12,033)		13,419		(23,992)
Net realized and unrealized gain (loss)	11,456		(12,040)		13,467		(23,895)
Net increase (decrease) in members' capital resulting from operations	$	36,971	$	1,351	$	81,630	$	2,905
Per unit information—basic and diluted
Net investment income (loss) per unit	$	0.65	$	0.59	$	1.90	$	1.58
Earnings (loss) per unit	$	0.94	$	0.06	$	2.28	$	0.17
Weighted average units outstanding	39,460,275		22,842,001		35,787,336		16,944,657

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

5

T Series Middle Market Loan Fund LLC

Consolidated Statements of Changes in Members’ Capital (Unaudited)

(In thousands)

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Members' Capital at beginning of period:	$	721,209	$	338,834	$	582,083	$	234,730
Increase (decrease) in members’ capital resulting from operations:
Net investment income (loss)	25,515		13,391		68,163		26,800
Net realized gain (loss)	25		(7)		48		97
Net change in unrealized appreciation (depreciation)	11,431		(12,033)		13,419		(23,992)
Net increase (decrease) in members’ capital resulting from operations	36,971		1,351		81,630		2,905
Capital transactions:
Issuance of common units	50,000		115,000		150,000		225,000
Reinvestment of dividends	21,769		7,845		58,852		13,201
Dividends declared	(24,469)		(12,605)		(67,085)		(25,411)
Net increase in Members' Capital resulting from capital transactions	47,300		110,240		141,767		212,790
Total increase (decrease) in Members' Capital	84,271		111,591		223,397		215,695
Members' Capital at end of period	$	805,480	$	450,425	$	805,480	$	450,425

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

6

T Series Middle Market Loan Fund LLC

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	For the Nine Months Ended
	September 30, 2023		September 30, 2022
Cash flows from operating activities:
Net increase (decrease) in members' capital resulting from operations	$	81,630	$	2,905
Adjustments to reconcile net increase (decrease) in members' capital resulting from operations to net cash provided by (used in) operating activities
Net unrealized (appreciation) depreciation on investments	(13,428)		23,997
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies	9		(5)
Net realized (gain) loss on investments	(45)		(104)
Net realized (gain) loss on foreign currency transactions	(3)		7
Net accretion of discount and amortization of premium on investments	(3,900)		(1,942)
Payment-in-kind interest and dividend capitalized	(2,138)		(121)
Amortization of deferred financing costs	2,211		938
Amortization of deferred offering costs	—		77
Purchases of investments and change in payable for investments purchased	(381,554)		(786,245)
Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid	91,175		32,931
Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments	(1,390)		(6,370)
(Increase) decrease in prepaid expenses and other assets	(3,318)		96
(Decrease) increase in payable to affiliates	(185)		177
(Decrease) increase in management fees payable	235		408
(Decrease) increase in incentive fees payable	731		1,244
(Decrease) increase in interest payable	3,676		2,949
(Decrease) increase in accrued expenses and other liabilities	872		460
Net cash provided by (used in) operating activities	(225,422)		(728,598)
Cash flows from financing activities:
Borrowings on debt	305,500		935,788
Repayments on debt	(210,000)		(487,500)
Proceeds from issuance of Common Units	150,000		225,000
Deferred financing costs paid	(6,841)		(2,189)
Tax withholding paid	(271)		(21)
Offering costs paid	—		(26)
Net cash provided by (used in) financing activities	238,388		671,052
Net increase (decrease) in cash	12,966		(57,546)
Effect of foreign exchange rate changes on cash	(4)		(5)
Cash at beginning of period	36,459		84,597
Cash at end of period	$	49,421	$	27,046

7

T Series Middle Market Loan Fund LLC

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

Supplemental information and non-cash activities:
Excise tax paid	$	77	$	2
Accrued but unpaid dividends	$	24,469	$	12,605
Interest expense paid	$	40,480	$	7,459
Dividend reinvestment paid	$	58,852	$	13,201
Accrued but unpaid deferred financing costs	$	—	$	63

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

8

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
First Lien Debt
Aerospace & Defense
Mantech International CP	(4) (6) (8)	S +	5.75%	11.12%	9/14/2029	17,464	$	17,160	$	17,464	2.17	%
Mantech International CP	(4) (6)	S +	5.75%	11.12%	9/14/2029	1,508	1,457		1,508		0.19
Mantech International CP	(4) (6) (14)	S +	5.75%	11.12%	9/14/2028	—	(43)		—		—
							18,574		18,972		2.36
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(4) (6) (9)	S +	5.75%	11.29%	6/11/2027	10,428	10,262		10,318		1.28
Omni Intermediate Holdings, LLC	(4) (6) (8) (9)	S +	5.00%	10.42%	12/30/2026	22,154	21,993		22,154		2.75
Omni Intermediate Holdings, LLC	(4) (5) (8) (14)	S +	5.00%	10.42%	12/30/2026	2,329	2,308		2,329		0.29
Omni Intermediate Holdings, LLC	(4) (14)	P +	4.00%	9.42%	12/30/2025	494	482		494		0.06
RoadOne IntermodaLogistics	(4) (5) (8)	S +	6.25%	11.72%	12/29/2028	337	328		331		0.04
RoadOne IntermodaLogistics	(4) (5) (14)	S +	6.25%	11.72%	12/29/2028	26	25		25		—
RoadOne IntermodaLogistics	(4) (5) (14)	S +	6.25%	11.72%	12/29/2028	4	2		3		—
							35,400		35,654		4.43
Automobile Components
Continental Battery Company	(4) (5) (10)	S +	6.75%	12.04%	1/20/2027	6,141	6,053		5,467		0.68
Randy's Holdings, Inc.	(4) (5) (9)	S +	6.50%	11.88%	11/1/2028	12,277	11,950		12,192		1.51
Randy's Holdings, Inc.	(4) (5) (14)	S +	6.50%	11.88%	11/1/2028	—	(52)		(29)		—
Randy's Holdings, Inc.	(4) (5) (14)	S +	6.50%	11.88%	11/1/2028	477	435		465		0.06
Sonny's Enterprises, LLC	(4) (5) (8)	S +	6.75%	12.27%	8/5/2028	11,437	11,172		11,427		1.42
Sonny's Enterprises, LLC	(4) (5) (14)	S +	6.75%	12.27%	8/5/2028	—	(58)		(2)		—
Sonny's Enterprises, LLC	(4) (5) (14)	S +	6.75%	12.27%	8/5/2027	—	(54)		(2)		—
							29,446		29,518		3.66
Automobiles
ARI Network Services, Inc.	(4) (6) (9)	S +	5.25%	10.67%	2/28/2025	14,123	13,985		13,986		1.74
Turbo Buyer, Inc.	(4) (5) (14)	S +	6.00%	11.40%	12/2/2025	989	931		959		0.12
Summit Buyer, LLC	(4) (5) (14)	S +	5.75%	11.24%	1/14/2026	1,035	938		939		0.12
Summit Buyer, LLC	(4) (14)	P +	4.75%	13.25%	1/14/2026	115	100		100		0.01
							15,954		15,984		1.98
Biotechnology
GraphPad Software, LLC	(4) (5) (9)	S +	5.50%	11.22%	4/27/2027	19,072	18,936		18,938		2.35
GraphPad Software, LLC	(4) (5) (14)	S +	5.50%	11.22%	4/27/2027	—	(70)		(74)		(0.01)
							18,866		18,864		2.34
Chemicals
Tank Holding Corp.	(6) (8) (9)	S +	5.75%	11.19%	3/31/2028	26,995	26,520		26,094		3.24
Tank Holding Corp.	(4) (6) (14)	S +	5.75%	11.19%	3/31/2028	—	(22)		(55)		(0.01)
Tank Holding Corp.	(6) (14)	S +	5.75%	11.19%	3/31/2028	1,044	1,025		1,000		0.12

9

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
V Global Holdings, LLC	(4) (6) (9)	S +	5.75%	11.43%	12/22/2027	7,908	$	7,782	$	7,754	0.96	%
V Global Holdings, LLC	(4) (6) (14)	S +	5.75%	11.43%	12/22/2025	362	349		341		0.04
							35,654		35,134		4.36
Commercial Services & Supplies
Atlas Us Finco, Inc.	(4) (5) (9) (11)	S +	7.25%	12.58%	12/9/2029	6,180	6,009		6,116		0.76
Atlas Us Finco, Inc.	(4) (5) (11) (14)	S +	7.25%	12.58%	12/9/2028	—	(15)		(6)		—
BPG Holdings IV Corp.	(4) (6) (10)	S +	6.00%	11.39%	7/29/2029	8,492	7,984		8,258		1.03
Encore Holdings, LLC	(4) (6) (9)	S +	4.50%	9.99%	11/23/2028	1,224	1,207		1,224		0.15
Encore Holdings, LLC	(4) (6) (14)	S +	4.50%	9.99%	11/23/2028	1,532	1,498		1,532		0.19
Encore Holdings, LLC	(4) (6) (14)	S +	4.50%	9.99%	11/23/2027	—	(4)		—		—
Energy Labs Holdings Corp.	(4) (5) (8)	S +	5.25%	10.68%	4/7/2028	385	380		379		0.05
Energy Labs Holdings Corp.	(4) (5)	S +	5.25%	10.68%	4/7/2028	37	36		36		—
Energy Labs Holdings Corp.	(4) (5) (14)	S +	5.25%	10.68%	4/7/2028	30	29		29		—
FLS Holding, Inc.	(4) (5) (9) (11)	S +	5.25%	10.79%	12/15/2028	20,345	20,020		20,101		2.50
FLS Holding, Inc.	(4) (5) (8) (11)	S +	5.25%	10.79%	12/15/2028	4,770	4,693		4,713		0.59
FLS Holding, Inc.	(4) (5) (11) (14)	S +	5.25%	10.79%	12/17/2027	—	(27)		(23)		—
Helios Service Partners, LLC	(4) (5)	S +	6.25%	11.88%	3/19/2027	2,681	2,616		2,616		0.32
Helios Service Partners, LLC	(4) (5) (14)	S +	6.25%	11.88%	3/19/2027	—	(61)		(61)		(0.01)
Helios Service Partners, LLC	(4) (5) (14)	S +	6.25%	11.88%	3/19/2027	182	169		169		0.02
Procure Acquireco, Inc. (Procure Analytics)	(4) (6) (9)	S +	5.00%	10.57%	12/20/2028	19,494	19,184		18,847		2.34
Procure Acquireco, Inc. (Procure Analytics)	(4) (6) (14)	S +	5.00%	10.57%	12/20/2028	—	(29)		(132)		(0.02)
Procure Acquireco, Inc. (Procure Analytics)	(4) (6) (14)	S +	5.00%	10.57%	12/20/2028	—	(15)		(40)		—
Sherlock Buyer Corp.	(4) (5) (9)	S +	5.75%	11.24%	12/8/2028	24,551	24,162		24,468		3.04
Sherlock Buyer Corp.	(4) (5) (14)	S +	5.75%	11.24%	12/8/2028	—	(53)		(24)		—
Sherlock Buyer Corp.	(4) (5) (14)	S +	5.75%	11.24%	12/8/2027	—	(40)		(10)		—
Surewerx Purchaser III, Inc.	(4) (6) (10) (11)	S +	6.75%	12.14%	12/28/2029	1,110	1,079		1,110		0.14
Surewerx Purchaser III, Inc.	(4) (6) (11) (14)	S +	6.75%	12.14%	12/28/2029	—	(4)		—		—
Surewerx Purchaser III, Inc.	(4) (6) (11) (14)	S +	6.75%	12.14%	12/28/2028	125	119		125		0.02
Sweep Purchaser, LLC	(4) (5) (9) (14)	S +	5.75%	11.22%	11/30/2026	5,021	4,946		4,586		0.57
Tamarack Intermediate, LLC	(4) (6) (10)	S +	5.25%	10.64%	3/13/2028	14,936	14,699		14,270		1.77
Tamarack Intermediate, LLC	(4) (6) (14)	S +	5.75%	11.17%	3/13/2028	409	372		298		0.04
Valcourt Holdings II, LLC	(4) (5) (8)	S +	5.25%	10.79%	1/7/2027	3,240	3,194		3,221		0.40
VRC Companies, LLC	(4) (5) (10)	S +	5.75%	11.13%	6/29/2027	15,684	15,496		15,615		1.94
VRC Companies, LLC	(4) (5) (14)	S +	5.75%	11.13%	6/29/2027	17,961	17,744		17,877		2.22
							145,388		145,294		18.04
Construction & Engineering
KPSKY Acquisition, Inc.	(4) (6) (14)	S +	5.25%	10.72%	10/19/2028	5,726	5,607		5,584		0.69
LJ Avalon Holdings, LLC	(4) (5) (8)	S +	6.25%	11.77%	2/1/2030	2,982	2,900		2,917		0.36

10

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
LJ Avalon Holdings, LLC	(4) (5) (14)	S +	6.25%	11.77%	2/1/2030	172	$	153	$	146	0.02	%
LJ Avalon Holdings, LLC	(4) (5) (14)	S +	6.25%	11.77%	2/1/2029	—	(13)		(11)		—
Superman Holdings, LLC	(4) (5) (8)	S +	5.75%	11.52%	8/31/2027	6,293	6,149		6,217		0.77
Superman Holdings, LLC	(4) (5) (14)	S +	5.75%	11.52%	8/31/2027	—	(17)		(18)		—
							14,779		14,835		1.84
Containers & Packaging
BP Purchaser, LLC	(4) (6) (9)	S +	5.50%	11.17%	12/11/2028	27,312	26,878		26,424		3.28
Distributors
48Forty Solutions, LLC	(4) (5) (8) (9)	S +	6.00%	11.43%	11/30/2026	25,663	25,249		25,191		3.13
48Forty Solutions, LLC	(4) (5) (14)	S +	6.00%	11.43%	11/30/2026	1,568	1,515		1,496		0.19
ABB Concise Optical Group, LLC	(4) (6) (9)	S +	7.50%	13.05%	2/23/2028	17,008	16,671		15,358		1.91
Avalara, Inc.	(4) (6) (8)	S +	7.25%	12.64%	10/19/2028	11,033	10,825		11,033		1.37
Avalara, Inc.	(4) (6) (14)	S +	7.25%	12.64%	10/19/2028	—	(20)		—		—
PT Intermediate Holdings III, LLC	(4) (6) (8) (9) (10)	S +	5.98%	11.52%	11/1/2028	21,620	21,405		20,671		2.57
PT Intermediate Holdings III, LLC	(4) (6) (8) (9) (14)	S +	5.98%	11.52%	11/1/2028	10,408	10,306		9,894		1.23
							85,951		83,643		10.38
Diversified Consumer Services
Apex Service Partners, LLC	(4) (5) (10)	S +	5.50%	10.90%	7/31/2025	3,159	3,018		3,024		0.38
Apex Service Partners, LLC	(4) (5) (8)	S +	5.50%	10.90%	7/31/2025	3,159	3,019		3,024		0.38
FPG Intermediate Holdco, LLC	(4) (5) (9)	S +	6.50%	12.07%	3/5/2027	9,993	9,836		9,770		1.21
Groundworks, LLC	(4) (5) (8)	S +	6.50%	11.81%	3/14/2030	4,499	4,374		4,453		0.55
Groundworks, LLC	(4) (5) (14)	S +	6.50%	11.81%	3/14/2030	240	225		232		0.03
Groundworks, LLC	(4) (5) (14)	S +	6.50%	11.81%	3/14/2029	—	(7)		(3)		—
Heartland Home Services	(4) (6)	S +	5.75%	11.07%	12/15/2026	21,455	21,296		21,359		2.65
Lightspeed Solution, LLC	(4) (6) (10)	S +	6.50% (incl. 2.17% PIK)	11.82%	3/1/2028	15,606	15,368		15,283		1.90
Lightspeed Solution, LLC	(4) (6) (14)	S +	6.50% (incl. 2.17% PIK)	11.82%	3/1/2028	497	457		396		0.05
LUV Car Wash Group, LLC	(4) (5) (8) (14)	S +	7.00%	12.40%	12/9/2026	7,335	7,267		7,291		0.91
Magnolia Wash Holdings	(4) (5) (10)	S +	6.50%	12.01%	7/14/2028	6,835	6,720		6,149		0.76
Magnolia Wash Holdings	(4) (5) (8)	S +	6.50%	12.01%	7/14/2028	1,467	1,443		1,320		0.16
Magnolia Wash Holdings	(4) (5) (14)	S +	6.50%	12.01%	7/14/2028	183	178		150		0.02
Mammoth Holdings, LLC	(4) (5) (8)	S +	6.50%	12.01%	10/16/2024	6,257	6,229		6,232		0.77
Mammoth Holdings, LLC	(4) (5) (14)	S +	6.50%	12.01%	10/16/2024	—	(3)		(3)		—
Spotless Brands, LLC	(4) (5) (9)	S +	6.50%	12.00%	7/25/2028	9,463	9,302		9,346		1.16
Spotless Brands, LLC	(4) (5) (8)	S +	6.50%	12.00%	7/25/2028	1,792	1,762		1,770		0.22
Spotless Brands, LLC	(4) (5) (14)	S +	6.50%	12.00%	7/25/2028	—	(5)		(4)		—

11

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
							$	90,479	$	89,789	11.15	%
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC	(4) (6) (9)	S +	5.75%	11.21%	7/6/2028	12,693	12,485		10,992		1.36
Abracon Group Holdings, LLC	(4) (6) (14)	S +	5.75%	11.21%	7/6/2028	—	(13)		(124)		(0.02)
Abracon Group Holdings, LLC	(4) (6)	S +	5.75%	11.21%	7/6/2028	841	828		728		0.09
Dwyer Instruments, Inc.	(4) (6) (9)	S +	5.75%	11.33%	7/21/2027	16,761	16,494		16,387		2.03
Dwyer Instruments, Inc.	(4) (6) (14)	S +	5.75%	11.33%	7/21/2027	—	(30)		(95)		(0.01)
Dwyer Instruments, Inc.	(4) (6) (14)	S +	5.75%	11.33%	7/21/2027	544	512		497		0.06
Infinite Bidco, LLC	(4) (7) (8)	S +	6.25%	11.27%	3/2/2028	2,517	2,450		2,494		0.31
							32,726		30,879		3.83
Financial Services
Applitools, Inc.	(4) (6) (10) (11)	S +	6.25% PIK	11.35%	5/25/2029	7,229	7,134		7,015		0.87
Applitools, Inc.	(4) (6) (11) (14)	S +	6.25%	11.35%	5/25/2028	—	(14)		(27)		—
Cerity Partners, LLC	(4) (6) (10)	S +	6.75%	12.13%	7/30/2029	969	942		969		0.12
Cerity Partners, LLC	(4) (6) (14)	S +	6.75%	12.13%	7/30/2029	341	304		341		0.04
GC Waves Holdings, Inc.	(4) (6)	S +	6.00%	11.42%	8/11/2028	2,660	2,608		2,608		0.32
GC Waves Holdings, Inc.	(4) (6) (14)	S +	6.00%	11.42%	8/11/2028	16	(172)		(172)		(0.02)
GC Waves Holdings, Inc.	(4) (6) (14)	S +	6.00%	11.42%	8/11/2028	—	(7)		(7)		—
SitusAMC Holdings Corp.	(4) (6) (9)	S +	5.50%	10.99%	12/22/2027	21,876	21,702		21,637		2.69
Smarsh, Inc.	(4) (6) (9)	S +	6.50%	11.84%	2/16/2029	4,286	4,215		4,200		0.52
Smarsh, Inc.	(4) (6) (14)	S +	6.50%	11.84%	2/16/2029	536	522		514		0.06
Smarsh, Inc.	(4) (6) (14)	S +	6.50%	11.84%	2/16/2029	—	(4)		(5)		—
Trintech, Inc.	(4) (5) (8) (10)	S +	6.50%	11.82%	7/25/2029	23,273	22,819		22,819		2.83
Trintech, Inc.	(4) (5) (14)	S +	6.50%	11.82%	7/25/2029	571	533		533		0.07
							60,582		60,425		7.50
Health Care Equipment & Supplies
PerkinElmer U.S., LLC	(4) (5) (10)	S +	6.75%	12.16%	3/13/2029	14,713	14,300		14,520		1.80
Health Care Providers & Services
Advarra Holdings, Inc.	(4) (7) (10)	S +	5.25%	10.57%	8/24/2029	20,328	20,013		19,939		2.48
Advarra Holdings, Inc.	(4) (7) (14)	S +	5.25%	10.57%	8/24/2029	—	(14)		(35)		—
DCA Investment Holdings, LLC	(4) (6) (8) (10)	S +	6.50%	11.89%	4/3/2028	20,708	20,338		20,085		2.49
DCA Investment Holdings, LLC	(4) (6) (8) (14)	S +	6.50%	11.89%	4/3/2028	3,276	3,218		3,176		0.39
Gateway US Holdings, Inc.	(4) (6) (10) (11)	S +	6.50%	12.04%	9/22/2026	5,273	5,239		5,273		0.65
Gateway US Holdings, Inc.	(4) (6) (11) (14)	S +	6.50%	12.04%	9/22/2026	1,441	1,432		1,441		0.18
Gateway US Holdings, Inc.	(4) (6) (11) (14)	S +	6.50%	12.04%	9/22/2026	—	(1)		—		—

12

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares		Cost(3)		Fair Value		Percentage of Net Assets
Heartland Veterinary Partners, LLC	(4) (5) (9)	S +	4.75%	10.17%	12/10/2026	5,982		$	5,942	$	5,893	0.73	%
Heartland Veterinary Partners, LLC	(4) (5) (8)	S +	4.75%	10.17%	12/10/2026	13,545		13,456		13,342		1.66
Heartland Veterinary Partners, LLC	(4) (5) (14)	S +	4.75%	10.17%	12/10/2026	—		(8)		(18)		—
iCIMS, Inc.	(4) (6) (8) (9)	S +	6.75%	12.14%	8/18/2028	7,224		7,129		7,224		0.90
iCIMS, Inc.	(4) (6) (14)	S +	6.75%	12.14%	8/18/2028	—		(3)		—		—
iCIMS, Inc.	(4) (6) (14)	S +	6.75%	12.14%	8/18/2028	26		25		26		—
Intelerad Medical Systems Incorporated	(4) (5) (9) (11)	S +	6.50%	12.01%	8/21/2026	13,131		12,829		12,377		1.54
Intelerad Medical Systems Incorporated	(4) (5) (11) (14)	S +	6.50%	12.01%	5/31/2028	623		611		572		0.07
mPulse Mobile, Inc.	(4) (6) (9)	S +	5.25%	10.75%	12/17/2027	9,925		9,776		9,771		1.21
mPulse Mobile, Inc.	(4) (6) (14)	S +	5.25%	10.75%	12/17/2027	—		(140)		(310)		(0.04)
mPulse Mobile, Inc.	(4) (6) (14)	S +	5.25%	10.75%	12/17/2027	3,722		3,652		3,645		0.45
Pareto Health Intermediate Holdings, Inc.	(4) (6)	S +	6.50%	11.97%	6/3/2030	23,164		22,716		22,897		2.84
Pareto Health Intermediate Holdings, Inc.	(4) (6) (14)	S +	6.50%	11.97%	6/1/2029	—		(51)		(31)		—
PPV Intermediate Holdings, LLC	(4) (6)	S +	5.75%	11.15%	8/31/2029	16,485		15,865		16,239		2.02
PPV Intermediate Holdings, LLC	(4) (6) (14)	S +	5.75%	11.15%	8/31/2029	—		(30)		(30)		—
Stepping Stones Healthcare Services, LLC	(4) (6) (8)	S +	5.75%	11.24%	1/2/2029	4,309		4,258		4,239		0.53
Stepping Stones Healthcare Services, LLC	(4) (6) (14)	S +	5.75%	11.24%	1/2/2029	820		808		800		0.10
Stepping Stones Healthcare Services, LLC	(4) (6) (14)	S +	5.75%	11.24%	12/30/2026	88		81		77		0.01
Tivity Health, Inc.	(4) (6) (8)	S +	6.00%	11.39%	6/28/2029	2,693		2,659		2,678		0.33
Vardiman Black Holdings, LLC	(4) (7) (9) (12)	S +	7.00%	12.40%	3/18/2027	5,643		5,600		4,767		0.59
Vardiman Black Holdings, LLC	(4) (7) (8) (12)	S +	7.00%	12.40%	3/18/2027	6,699		6,646		5,659		0.70
Vermont Aus Pty Ltd	(4) (6) (8) (10) (11)	S +	5.65%	11.04%	3/23/2028	12,559		12,309		12,274		1.52
								174,355		171,970		21.35
Health Care Technology
Hyland Software, Inc.	(4) (6) (10)	S +	6.00%	11.32%	9/19/2030	20,279		19,975		19,975		2.48
Hyland Software, Inc.	(4) (6) (14)	S +	6.00%	11.32%	9/19/2029	—		(14)		(14)		—
								19,961		19,961		2.48
Industrial Conglomerates
Excelitas Technologies Corp.	(4) (6) (8) (9)	S +	5.75%	11.22%	8/13/2029	39,043		38,378		38,543		4.79
Excelitas Technologies Corp.	(4) (6) (8) (9)	E +	5.75%	9.54%	8/13/2029	€	6,638	6,748		6,938		0.86
Excelitas Technologies Corp.	(4) (6) (14)	S +	5.75%	11.22%	8/13/2029	—		(62)		(60)		(0.01)
Excelitas Technologies Corp.	(4) (6) (14)	S +	5.75%	11.22%	8/14/2028	2,143		2,084		2,097		0.26
Raptor Merger Sub Debt, LLC	(4) (6) (10)	S +	6.75%	12.14%	4/1/2029	32,314		31,450		32,165		3.99
Raptor Merger Sub Debt, LLC	(4) (6) (14)	S +	6.75%	12.14%	4/1/2028	488		427		477		0.06
								79,025		80,160		9.95
Insurance Services
Amerilife Holdings, LLC	(4) (6) (8)	S +	5.75%	11.08%	8/31/2029	17,113		16,817		16,632		2.06

13

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Amerilife Holdings, LLC	(4) (6) (14)	S +	5.75%	11.08%	8/31/2029	4,881	$	4,774	$	4,674	0.58	%
Amerilife Holdings, LLC	(4) (6) (14)	S +	5.75%	11.08%	8/31/2028	615	554		511		0.06
Foundation Risk Partners Corp.	(4) (6) (8) (10)	S +	6.00%	11.49%	10/29/2028	6,373	6,219		6,167		0.77
Foundation Risk Partners Corp.	(4) (6) (14)	S +	6.00%	11.49%	10/29/2028	6,635	6,506		6,251		0.78
Galway Borrower, LLC	(4) (6) (10)	S +	5.25%	10.85%	9/29/2028	13,422	13,171		13,109		1.63
Galway Borrower, LLC	(4) (6) (14)	S +	5.25%	10.85%	9/29/2028	60	(38)		(90)		(0.01)
Galway Borrower, LLC	(4) (6) (14)	S +	5.25%	10.85%	9/30/2027	—	(7)		(14)		—
Higginbotham Insurance Agency, Inc.	(4) (5) (9)	S +	5.50%	10.92%	11/25/2028	3,636	3,609		3,618		0.45
Higginbotham Insurance Agency, Inc.	(4) (5) (14)	S +	5.50%	10.92%	11/25/2028	8,595	8,524		8,546		1.06
High Street Buyer, Inc.	(4) (6) (14)	S +	5.75%	11.29%	2/2/2029	15,046	14,701		15,046		1.87
Integrity Marketing Acquisition, LLC	(4) (6) (8) (9)	S +	6.02%	11.45%	8/27/2026	14,701	14,579		14,407		1.79
Integrity Marketing Acquisition, LLC	(4) (6) (8) (9)	S +	6.05%	11.50%	8/27/2026	3,533	3,470		3,462		0.43
Integrity Marketing Acquisition, LLC	(4) (6) (10) (14)	S +	6.02%	11.45%	8/27/2026	11,084	10,978		10,862		1.35
Integrity Marketing Acquisition, LLC	(4) (6) (10) (14)	S +	6.00%	11.45%	8/27/2026	893	864		845		0.10
Integrity Marketing Acquisition, LLC	(4) (6) (14)	S +	6.50%	11.95%	8/27/2026	—	(20)		(9)		—
Keystone Agency Investors	(4) (5) (9) (10)	S +	5.50%	11.04%	5/3/2027	9,056	8,952		8,891		1.10
Keystone Agency Investors	(4) (5) (10)	S +	5.50%	11.04%	5/3/2027	10,685	10,563		10,489		1.30
Long Term Care Group, Inc.	(4) (6)	S +	7.00% (incl. 6.00% PIK)	12.58%	9/8/2027	11,487	11,311		9,541		1.18
Oakbridge Insurance Agency, LLC	(4) (5) (8)	S +	5.75%	11.17%	12/31/2026	12,352	12,194		12,216		1.52
Oakbridge Insurance Agency, LLC	(4) (5) (14)	S +	5.75%	11.17%	12/31/2026	2,020	1,973		1,962		0.24
Oakbridge Insurance Agency, LLC	(4) (5) (14)	S +	5.75%	11.17%	12/31/2026	302	296		295		0.04
Patriot Growth Insurance Services, LLC	(4) (6) (14)	S +	5.75%	11.27%	10/16/2028	2,919	2,862		2,858		0.35
Peter C. Foy & Associates Insurance Services, LLC	(4) (6) (8) (10)	S +	6.00%	11.43%	11/1/2028	3,422	3,366		3,358		0.42
Peter C. Foy & Associates Insurance Services, LLC	(4) (6) (8) (9) (14)	S +	6.00%	11.43%	11/1/2028	13,526	13,381		13,270		1.65
RSC Acquisition, Inc.	(4) (6) (9) (10)	S +	5.50%	11.04%	10/30/2026	25,653	25,484		25,283		3.14
RSC Acquisition, Inc.	(4) (6) (14)	S +	6.00%	11.54%	10/30/2026	—	(8)		(8)		—
Summit Acquisition Inc	(4) (6) (8)	S +	6.75%	12.14%	5/1/2030	14,535	14,123		14,262		1.77
Summit Acquisition, Inc.	(4) (6) (14)	S +	6.75%	12.14%	5/1/2030	—	(46)		(61)		(0.01)
Summit Acquisition, Inc.	(4) (6) (14)	S +	6.75%	12.14%	5/1/2029	—	(45)		(30)		—
World Insurance Associates, LLC	(4) (5) (8) (9)	S +	6.75%	12.14%	4/3/2028	7,659	7,532		7,297		0.91
World Insurance Associates, LLC	(4) (5) (10)	S +	5.75%	11.15%	4/3/2028	30,508	30,080		28,982		3.60
							246,719		242,622		30.12
Interactive Media & Services
Triple Lift, Inc.	(4) (6) (8)	S +	5.75%	11.30%	5/5/2028	4,679	4,606		4,325		0.54
IT Services
Catalis Intermediate, Inc.	(4) (6) (9)	S +	5.50%	11.04%	8/4/2027	23,698	23,267		21,589		2.68

14

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Catalis Intermediate, Inc.	(4) (6)	S +	5.50%	11.04%	8/4/2027	5,332	$	5,246	$	4,858	0.60	%
Catalis Intermediate, Inc.	(4) (6) (14)	S +	5.50%	11.04%	8/4/2027	986	938		732		0.09
Donuts, Inc.	(4) (5) (10)	S +	6.00%	11.57%	12/29/2027	11,698	11,698		11,651		1.45
Redwood Services Group, LLC	(4) (6) (9)	S +	6.00%	11.75%	6/15/2029	7,918	7,780		7,780		0.97
Redwood Services Group, LLC	(4) (6) (8) (14)	S +	6.00%	11.75%	6/15/2029	1,899	1,852		1,852		0.23
							50,781		48,462		6.02
Machinery
Answer Acquisition, LLC	(4) (5) (9)	S +	5.75%	11.29%	12/30/2026	23,419	23,093		23,005		2.86
Answer Acquisition, LLC	(4) (5) (14)	S +	5.75%	11.29%	12/30/2026	953	930		921		0.11
Chase Intermediate, LLC	(4) (14)	S +	5.25%	11.00%	10/30/2028	—	(41)		(41)		(0.01)
Chase Intermediate, LLC	(4) (14)	S +	5.25%	11.00%	10/30/2028	69	65		65		0.01
MHE Intermediate Holdings, LLC	(4) (5) (8) (9)	S +	6.00%	11.52%	7/21/2027	17,556	17,388		17,326		2.15
MHE Intermediate Holdings, LLC	(4) (5) (8)	S +	6.00%	11.52%	7/21/2027	1,973	1,943		1,962		0.24
							43,378		43,238		5.37
Multi-Utilities
AWP Group Holdings, Inc	(4) (5) (10)	S +	5.50%	10.99%	12/22/2029	9,526	8,986		8,986		1.12
AWP Group Holdings, Inc	(4) (5) (14)	S +	5.50%	10.99%	12/22/2029	91	72		72		0.01
AWP Group Holdings, Inc	(4) (5) (14)	S +	5.50%	10.99%	12/22/2029	295	281		281		0.03
							9,339		9,339		1.16
Pharmaceuticals
Caerus US 1, Inc.	(4) (6) (8) (11)	S +	5.75%	11.14%	5/25/2029	8,073	7,931		8,073		1.00
Caerus US 1, Inc.	(4) (6) (11) (14)	S +	5.75%	11.14%	5/25/2029	521	506		521		0.06
Caerus US 1, Inc.	(4) (6) (11) (14)	S +	5.75%	11.14%	5/25/2029	224	210		224		0.03
							8,647		8,818		1.09
Professional Services
Bridgepointe Technologies, LLC	(4) (5) (8)	S +	6.50%	12.04%	12/31/2027	4,762	4,619		4,637		0.58
Bridgepointe Technologies, LLC	(4) (5) (14)	S +	6.50%	12.04%	12/31/2027	2,056	1,875		1,899		0.24
KENG Acquisition, Inc	(4) (5) (8)	S +	6.25%	11.64%	8/1/2029	2,476	2,415		2,415		0.30
KENG Acquisition, Inc	(4) (5) (14)	S +	6.25%	11.64%	8/1/2029	—	(27)		(28)		—
KENG Acquisition, Inc	(4) (5) (14)	S +	6.25%	11.64%	8/1/2029	75	59		59		0.01
KWOR Acquisition, Inc.	(4) (5) (8) (9)	S +	5.25%	10.67%	12/22/2028	16,313	16,103		16,011		1.99
KWOR Acquisition, Inc.	(4) (5) (14)	S +	5.25%	10.67%	12/22/2028	953	916		889		0.11
KWOR Acquisition, Inc.	(4) (14)	P +	4.25%	12.75%	12/22/2027	1,005	985		971		0.12
Project Boost Purchaser, LLC	(4) (6) (10)	S +	5.25%	10.67%	5/2/2029	8,117	8,050		8,091		1.00
Project Boost Purchaser, LLC	(4) (6) (14)	S +	5.25%	10.67%	5/2/2029	—	(5)		(3)		—
Project Boost Purchaser, LLC	(4) (6) (14)	S +	5.25%	10.67%	5/2/2028	—	(5)		(2)		—
							34,985		34,939		4.34

15

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Real Estate Management & Development
Associations, Inc.	(4) (5) (10)	S +	6.50% (incl. 2.50%PIK)	12.03%	7/2/2027	5,312	$	5,277	$	5,232	0.65	%
Associations, Inc.	(4) (5) (14)	S +	6.50% (incl. 2.50% PIK)	12.03%	7/2/2027	4,140	4,100		4,060		0.50
MRI Software, LLC	(4) (5) (8)	S +	5.50%	10.99%	2/10/2026	5,458	5,442		5,413		0.67
MRI Software, LLC	(4) (5)	S +	5.50%	10.99%	2/10/2026	1,250	1,242		1,240		0.15
MRI Software, LLC	(4) (5) (14)	S +	5.50%	10.99%	2/10/2026	—	—		—		—
Zarya Intermediate, LLC	(4) (5) (9) (11)	S +	6.50%	11.92%	7/1/2027	27,237	27,237		27,237		3.38
Zarya Intermediate, LLC	(4) (5) (11) (14)	S +	6.50%	11.92%	7/1/2027	1,203	1,203		1,203		0.15
							44,501		44,385		5.51
Software
Anaplan, Inc.	(4) (6) (8) (10)	S +	6.50%	11.82%	6/21/2029	22,582	22,242		22,582		2.80
Appfire Technologies, LLC	(4) (5) (8)	S +	5.50%	11.02%	3/9/2027	522	520		511		0.06
Appfire Technologies, LLC	(4) (5) (14)	S +	5.50%	11.02%	3/9/2027	227	218		204		0.03
Appfire Technologies, LLC	(4) (5) (14)	S +	5.50%	11.02%	3/9/2027	—	(1)		(3)		—
Bottomline Technologies, Inc.	(4) (5) (10)	S +	5.25%	10.57%	5/14/2029	15,840	15,571		15,777		1.96
Bottomline Technologies, Inc.	(4) (5) (14)	S +	5.00%	10.32%	5/15/2028	—	(21)		(5)		—
Coupa Holdings, LLC	(4) (6) (8)	S +	7.50%	12.82%	2/27/2030	17,712	17,298		17,456		2.17
Coupa Holdings, LLC	(4) (6) (14)	S +	7.50%	12.82%	2/27/2030	—	(8)		(10)		—
Coupa Holdings, LLC	(4) (6) (14)	S +	7.50%	12.82%	2/27/2029	—	(12)		(8)		—
Cyara AcquisitionCo, LLC	(4) (5)	S +	6.75% (incl 2.75% PIK)	12.57%	6/28/2029	13,125	12,777		12,852		1.60
Cyara AcquisitionCo, LLC	(4) (5) (14)	S +	6.75% (incl. 2.75% PIK)	12.57%	6/28/2029	—	(23)		(19)		—
E-Discovery AcquireCo, LLC	(4) (5) (8)	S +	6.50%	11.90%	8/29/2029	6,955	6,784		6,784		0.84
E-Discovery AcquireCo, LLC	(4) (5) (14)	S +	6.50%	11.90%	8/29/2029	—	(16)		(16)		—
GS AcquisitionCo, Inc.	(4) (5) (8)	S +	5.75%	11.29%	5/22/2026	6,607	6,559		6,592		0.82
GS AcquisitionCo, Inc.	(4) (5) (14)	S +	5.75%	11.29%	5/22/2026	—	(3)		(1)		—
Kaseya, Inc.	(4) (6) (10)	S +	6.25% (incl. 2.50% PIK)	11.62%	6/23/2029	10,331	10,198		10,243		1.27
Kaseya, Inc.	(4) (6) (14)	S +	6.25%(incl. 2.50% PIK)	11.62%	6/23/2029	38	34		33		—
Kaseya, Inc.	(4) (6) (14)	S +	6.25% (incl. 2.50%PIK)	11.62%	6/23/2029	157	150		152		0.02
LegitScript, LLC	(4) (6) (10)	S +	5.75%	11.07%	6/24/2029	19,145	18,816		18,819		2.34
LegitScript, LLC	(4) (6) (14)	S +	5.75%	11.07%	6/24/2029	506	460		417		0.05
LegitScript, LLC	(4) (6) (14)	S +	5.75%	11.07%	6/24/2028	719	672		668		0.08
Montana Buyer, Inc.	(4) (6) (10)	S +	5.75%	11.07%	7/22/2029	8,594	8,443		8,451		1.05
Montana Buyer, Inc.	(4) (6) (14)	S +	5.75%	11.07%	7/22/2028	—	(15)		(16)		—

16

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Netwrix Corporation And Concept Searching, Inc.	(4) (6) (8)	S +	5.00%	10.30%	6/9/2029	4,010	$	3,979	$	3,933	0.49	%
Netwrix Corporation And Concept Searching, Inc.	(4) (6) (14)	S +	5.00%	10.30%	6/9/2029	—	(6)		(22)		—
Netwrix Corporation And Concept Searching, Inc.	(4) (6) (14)	S +	5.00%	10.30%	6/9/2029	79	76		73		0.01
Oak Purchaser, Inc.	(4) (6) (8)	S +	5.50%	10.97%	4/28/2028	4,653	4,616		4,538		0.56
Oak Purchaser, Inc.	(4) (6) (14)	S +	5.50%	10.97%	4/28/2028	1,383	1,360		1,307		0.16
Oak Purchaser, Inc.	(4) (6) (14)	S +	5.50%	10.97%	4/28/2028	—	(5)		(15)		—
Project Leopard Holdings, Inc.	(7) (9) (11)	S +	5.25%	10.72%	7/20/2029	9,925	9,321		8,734		1.08
Revalize, Inc.	(4) (5) (8) (9)	S +	5.75%	11.30%	4/15/2027	11,654	11,582		11,367		1.41
Revalize, Inc.	(4) (5) (14)	S +	5.75%	11.30%	4/15/2027	177	168		143		0.02
Riskonnect Parent, LLC	(4) (6) (8)	S +	5.50%	11.04%	12/7/2028	1,091	1,074		1,085		0.13
Riskonnect Parent, LLC	(4) (6) (14)	S +	5.50%	11.04%	12/7/2028	—	(9)		(6)		—
Securonix, Inc.	(4) (6) (10)	S +	6.50%	11.27%	4/5/2028	21,010	20,714		20,390		2.53
Securonix, Inc.	(4) (6) (14)	S +	6.50%	11.27%	4/5/2028	—	(50)		(112)		(0.01)
Trunk Acquisition, Inc.	(4) (5) (9)	S +	5.75%	11.29%	2/19/2027	11,229	11,149		10,983		1.36
Trunk Acquisition, Inc.	(4) (5) (14)	S +	5.75%	11.29%	2/19/2026	—	(6)		(24)		—
							184,606		183,837		22.82
Total First Lien Debt							$	1,525,880	$	1,511,991	187.71	%
Second Lien Debt
Air Freight & Logistics
Omni Intermediate Holdings, LLC	(4) (5) (8)	S +	9.00%	14.40%	12/30/2027	3,300	$	3,221	$	3,300	0.41	%
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(7) (8)	S +	7.00%	12.43%	3/2/2029	1,800	1,541		1,561		0.19
Infinite Bidco, LLC	(7) (8)	S +	7.00%	12.43%	3/2/2029	2,500	2,138		2,169		0.27
							3,679		3,730		0.46
Health Care Providers & Services
Heartland Veterinary Partners, LLC	(4) (5) (9)	S +	8.00%	13.42%	12/10/2027	2,520	2,482		2,462		0.31
Heartland Veterinary Partners, LLC	(4) (5) (8)	S +	8.00%	13.42%	12/10/2027	980	964		958		0.12
							3,446		3,420		0.42
Software
Matrix Parent, Inc.	(4) (6) (10)	S +	8.00%	13.56%	3/1/2030	10,667	10,504		6,494		0.81
Total Second Lien Debt							$	20,850	$	16,944	2.10	%
Other Securities
Other Debt
Fetch Insurance Services, LLC	(4)		12.75% (incl. 3.75% PIK)		10/31/2027	1,627	$	1,587	$	1,578	0.20
Total Other Debt							$	1,587	$	1,578	0.20	%

17

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Acquisition Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Preferred Equity
Integrity Marketing Acquisition, LLC	(4) (13)		10.50%		12/21/2021	1,000,000	$	1,184	$	1,180	0.15	%	%
Knockout Intermediate Holdings I, Inc.	(4) (13)		11.75%		6/25/2022	2,040	2,247		2,301		0.29	%
Revalize, Inc.	(4) (13)	S+	10.00%		12/14/2021	2,154	2,535		2,605		0.32	%
RSK Holdings, Inc. (Riskonnect)	(4) (13)	S+	10.50%		7/7/2022	2,123,800	2,386		2,464		0.31	%
Total Preferred Equity							$	8,352	$	8,550	1.06	%	%
Common Equity
Amerilife Holdings, LLC	(4) (13)				9/1/2022	14,856	410		533		0.07	%	%
BP Purchaser, LLC	(4) (13)				12/10/2021	1,383,156	1,378		1,529		0.19	%
Encore Holdings, LLC	(4) (13)				11/23/2021	1,728	215		408		0.05	%
Frisbee Holdings, LP (Fetch)	(4) (13)				10/31/2022	18,287	233		233		0.03	%
LUV Car Wash	(4) (13)				4/6/2022	1,260	1,260		901		0.11	%
mPulse Mobile, Inc.	(4) (13)				12/17/2021	105,978	780		733		0.09	%
Procure Acquiom Financial, LLC (Procure Analytics)	(4) (13)				12/20/2021	500,000	500		620		0.08	%
Reveal Data Solutions	(4) (13)				8/29/2023	186,769	243		243		0.03	%
Surewerx Topco, LP	(4) (11) (13)				12/28/2022	104	104		112		0.01	%
Total Common Equity							$	5,123	$	5,312	0.66	%	%
Total Other Securities							$	15,062	$	15,440	1.92	%	%
Total Portfolio Investments							$	1,561,792	$	1,544,375	191.73	%	%

18

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 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 September 30, 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 September 30, 2023, the Company is not an “affiliated person” of any of its portfolio companies.
(2)	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")), 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 September 30, 2023. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at September 30, 2023. As of September 30, 2023, the reference rates for our variable rate loans were the 3-month E at 5.66%, the 1-month L at 5.43%, the 3-month L at 5.66%, the 6-month L at 5.90%, the 1-month S at 5.32%, the 3-month S at 5.40%; and the P at 8.50%.
(3)	The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(4)	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.
(5)	Loan includes interest rate floor of 1.00%.
(6)	Loan includes interest rate floor of 0.75%.
(7)	Loan includes interest rate floor of 0.50%.
(8)	Assets or a portion thereof are pledged as collateral for the JPM Funding Facility. See Note 6 “Debt”.
(9)	Assets or a portion thereof are pledged as collateral for the Barclays Funding Facility. See Note 6 “Debt”.
(10)	Assets or a portion thereof are pledged as collateral for the BNP Funding Facility. See Note 6 “Debt”.
(11)	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 September 30, 2023 non-qualifying assets represented 7.2% of total assets as calculated in accordance with regulatory requirements.
(12)	Investment was on non-accrual status as of September 30, 2023.
(13)	Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities.” As of September 30, 2023, the aggregate fair value of these securities is $13,862 or 1.72% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(14) 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 September 30, 2023:

Investments — non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
48Forty Solutions, LLC	0.50	%	Revolver	11/30/2026	$	2,353	$	(43)
AWP Group Holdings, Inc	1.00	%	Delayed Draw Term Loan	8/1/2025	1,822		(19)
AWP Group Holdings, Inc	0.50	%	Revolver	12/22/2029	434		(8)
Abracon Group Holdings, LLC	1.00	%	Delayed Draw Term Loan	7/6/2024	926		(124)
Advarra Holdings, Inc.	1.00	%	Delayed Draw Term Loan	8/26/2024	1,851		(35)
Amerilife Holdings, LLC	1.00	%	Delayed Draw Term Loan	8/31/2024	2,459		(69)
Amerilife Holdings, LLC	0.50	%	Revolver	8/31/2028	3,073		(86)
Answer Acquisition, LLC	0.50	%	Revolver	12/30/2026	880		(16)
Appfire Technologies, LLC	1.00	%	Delayed Draw Term Loan	6/13/2024	842		(18)
Appfire Technologies, LLC	0.50	%	Revolver	3/9/2027	122		(3)
Applitools, Inc.	0.50	%	Revolver	5/25/2028	900		(27)
Associations, Inc.	1.00	%	Delayed Draw Term Loan	6/10/2024	1,154		(17)

19

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Atlas Us Finco, Inc.	0.50	%	Revolver	12/9/2028	$	572	$	(6)
Avalara, Inc.	0.50	%	Revolver	10/19/2028	1,103		—
Bottomline Technologies, Inc.	0.50	%	Revolver	5/15/2028	1,333		(5)
Bridgepointe Technologies, LLC	0.50	%	Delayed Draw Term Loan	12/19/2023	3,402		(98)
Caerus US 1, Inc.	1.00	%	Delayed Draw Term Loan	10/28/2024	652		—
Caerus US 1, Inc.	0.25	%	Revolver	5/25/2029	630		—
Catalis Intermediate, Inc.	0.50	%	Revolver	8/4/2027	1,877		(167)
Cerity Partners, LLC	1.00	%	Delayed Draw Term Loan	12/29/2023	1,025		—
Chase Intermediate, LLC	1.00	%	Delayed Draw Term Loan	8/31/2025	4,148		(41)
Chase Intermediate, LLC	0.38	%	Revolver	10/30/2028	138		(3)
Coupa Holdings, LLC	1.00	%	Delayed Draw Term Loan	8/27/2024	699		(10)
Coupa Holdings, LLC	0.50	%	Revolver	2/27/2029	536		(8)
Cyara AcquisitionCo, LLC	0.50	%	Revolver	6/28/2029	887		(18)
DCA Investment Holdings, LLC	1.00	%	Delayed Draw Term Loan	12/28/2023	20		(1)
Dwyer Instruments, Inc.	0.50	%	Delayed Draw Term Loan	7/1/2024	4,249		(95)
Dwyer Instruments, Inc.	0.50	%	Revolver	7/21/2027	1,580		(35)
E-Discovery AcquireCo, LLC	0.50	%	Revolver	8/29/2029	632		(15)
Encore Holdings, LLC	0.75	%	Delayed Draw Term Loan	11/23/2024	846		—
Encore Holdings, LLC	0.50	%	Revolver	11/23/2027	359		—
Energy Labs Holdings Corp.	0.50	%	Revolver	4/7/2028	33		—
Excelitas Technologies Corp.	1.00	%	Delayed Draw Term Loan	8/12/2024	4,695		(60)
Excelitas Technologies Corp.	0.50	%	Revolver	8/14/2028	1,469		(19)
FLS Holding, Inc.	0.50	%	Revolver	12/17/2027	1,922		(23)
Foundation Risk Partners Corp.	1.00	%	Delayed Draw Term Loan	4/14/2024	1,691		(91)
GC Waves Holdings, Inc.	1.00	%	Delayed Draw Term Loan	12/31/2024	7,731		(187)
GC Waves Holdings, Inc.	1.00	%	Delayed Draw Term Loan	4/11/2024	4		—
GC Waves Holdings, Inc.	0.50	%	Revolver	8/11/2028	382		(7)
GS AcquisitionCo, Inc.	0.50	%	Revolver	5/22/2026	374		(1)
Galway Borrower, LLC	1.00	%	Delayed Draw Term Loan	4/28/2024	10,468		(148)
Galway Borrower, LLC	0.50	%	Revolver	9/30/2027	414		(14)
Gateway US Holdings, Inc.	1.00	%	Delayed Draw Term Loan	4/15/2024	45		—
Gateway US Holdings, Inc.	0.50	%	Revolver	9/22/2026	213		—
GraphPad Software, LLC	1.00	%	Delayed Draw Term Loan	4/27/2027	10,588		(74)
Groundworks, LLC	1.00	%	Delayed Draw Term Loan	9/14/2024	582		(6)
Groundworks, LLC	0.50	%	Revolver	3/14/2029	263		(3)
Heartland Veterinary Partners, LLC	0.50	%	Revolver	12/10/2026	1,211		(18)
Helios Service Partners, LLC	1.00	%	Delayed Draw Term Loan	2/7/2025	5,042		(60)
Helios Service Partners, LLC	0.50	%	Revolver	3/19/2027	323		(8)

20

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Higginbotham Insurance Agency, Inc.	1.00	%	Delayed Draw Term Loan	8/23/2025	$	1,468	$	(7)
High Street Buyer, Inc.	1.00	%	Delayed Draw Term Loan	2/4/2024	12,496		—
Hyland Software, Inc.	0.50	%	Revolver	9/19/2029	961		(14)
Integrity Marketing Acquisition, LLC	1.00	%	Delayed Draw Term Loan	11/23/2024	1,466		(29)
Integrity Marketing Acquisition, LLC	1.00	%	Revolver	8/27/2025	472		(9)
Intelerad Medical Systems Incorporated	0.50	%	Revolver	5/31/2028	271		(16)
KENG Acquisition, Inc	1.00	%	Delayed Draw Term Loan	8/1/2025	1,876		(28)
KENG Acquisition, Inc	0.50	%	Revolver	8/1/2029	600		(15)
KPSKY Acquisition, Inc.	1.00	%	Delayed Draw Term Loan	6/17/2024	2,339		(41)
KWOR Acquisition, Inc.	1.00	%	Delayed Draw Term Loan	6/22/2024	2,540		(47)
KWOR Acquisition, Inc.	0.50	%	Revolver	12/22/2027	825		(15)
Kaseya, Inc.	1.00	%	Delayed Draw Term Loan	6/24/2024	587		(5)
Kaseya, Inc.	0.50	%	Revolver	6/23/2029	469		(4)
LJ Avalon Holdings, LLC	1.00	%	Delayed Draw Term Loan	8/1/2024	1,043		(23)
LJ Avalon Holdings, LLC	0.50	%	Revolver	2/1/2029	486		(11)
LUV Car Wash Group, LLC	1.00	%	Delayed Draw Term Loan	3/14/2024	2,812		(12)
LegitScript, LLC	1.00	%	Delayed Draw Term Loan	6/24/2024	4,753		(81)
LegitScript, LLC	0.50	%	Revolver	6/24/2028	2,276		(39)
Lightspeed Solution, LLC	0.50	%	Delayed Draw Term Loan	3/1/2024	4,387		(91)
MRI Software, LLC	0.50	%	Revolver	2/10/2026	52		—
Magnolia Wash Holdings	0.50	%	Revolver	7/14/2028	150		(15)
Mammoth Holdings, LLC	0.50	%	Delayed Draw Term Loan	10/29/2023	771		(3)
Mantech International CP	0.50	%	Delayed Draw Term Loan	9/16/2024	2,735		—
Mantech International CP	0.50	%	Revolver	9/14/2028	2,613		—
Montana Buyer, Inc.	0.50	%	Revolver	7/22/2028	978		(16)
Netwrix Corporation And Concept Searching, Inc.	1.00	%	Delayed Draw Term Loan	6/10/2024	1,146		(22)
Netwrix Corporation And Concept Searching, Inc.	0.25	%	Revolver	6/9/2029	237		(5)
Oak Purchaser, Inc.	0.50	%	Delayed Draw Term Loan	4/28/2024	1,718		(42)
Oak Purchaser, Inc.	0.50	%	Revolver	4/28/2028	620		(15)
Oakbridge Insurance Agency, LLC	1.00	%	Delayed Draw Term Loan	3/23/2024	3,256		(36)
Oakbridge Insurance Agency, LLC	0.50	%	Revolver	12/31/2026	332		(4)
Omni Intermediate Holdings, LLC	1.00	%	Delayed Draw Term Loan	6/24/2024	97		—
Omni Intermediate Holdings, LLC	0.50	%	Revolver	12/30/2025	1,483		—
PPV Intermediate Holdings, LLC	1.00	%	Delayed Draw Term Loan	8/31/2025	6,105		(30)
PT Intermediate Holdings III, LLC	1.00	%	Delayed Draw Term Loan	9/2/2024	1,273		(41)
Pareto Health Intermediate Holdings, Inc.	0.50	%	Revolver	6/1/2029	2,713		(31)
Patriot Growth Insurance Services, LLC	0.75	%	Delayed Draw Term Loan	7/8/2024	1,569		(21)
Peter C. Foy & Associates Insurance Services, LLC	1.00	%	Delayed Draw Term Loan	10/19/2024	1,955		(19)

21

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Turbo Buyer, Inc.	1.00	%	Delayed Draw Term Loan	1/5/2024	$	1,500	$	(19)
Procure Acquireco, Inc. (Procure Analytics)	1.00	%	Delayed Draw Term Loan	12/20/2023	3,968		(132)
Procure Acquireco, Inc. (Procure Analytics)	0.50	%	Revolver	12/20/2026	1,190		(40)
Project Boost Purchaser, LLC	1.00	%	Delayed Draw Term Loan	5/2/2024	842		(3)
Project Boost Purchaser, LLC	0.38	%	Revolver	5/2/2028	642		(2)
RSC Acquisition, Inc.	1.00	%	Delayed Draw Term Loan	2/14/2024	573		(8)
Randy's Holdings, Inc.	1.00	%	Delayed Draw Term Loan	11/1/2024	4,128		(28)
Randy's Holdings, Inc.	0.50	%	Revolver	11/1/2028	1,175		(8)
Raptor Merger Sub Debt, LLC	0.38	%	Revolver	4/1/2028	1,953		(9)
Redwood Services Group, LLC	1.00	%	Delayed Draw Term Loan	1/31/2025	2,640		(26)
Revalize, Inc.	0.50	%	Revolver	4/15/2027	1,241		(30)
Riskonnect Parent, LLC	1.00	%	Delayed Draw Term Loan	7/7/2024	1,171		(6)
RoadOne IntermodaLogistics	1.00	%	Delayed Draw Term Loan	6/30/2024	60		(1)
RoadOne IntermodaLogistics	0.50	%	Revolver	12/29/2028	63		(1)
Securonix, Inc.	0.50	%	Revolver	4/5/2028	3,782		(112)
Sherlock Buyer Corp.	1.00	%	Delayed Draw Term Loan	12/8/2023	7,190		(24)
Sherlock Buyer Corp.	0.50	%	Revolver	12/8/2027	2,876		(10)
Smarsh, Inc.	1.00	%	Delayed Draw Term Loan	2/18/2024	536		(11)
Smarsh, Inc.	0.50	%	Revolver	2/16/2029	268		(5)
Sonny's Enterprises, LLC	1.00	%	Delayed Draw Term Loan	11/5/2024	2,497		(2)
Sonny's Enterprises, LLC	0.50	%	Revolver	8/5/2027	2,399		(2)
Spotless Brands, LLC	0.50	%	Revolver	7/25/2028	304		(4)
Stepping Stones Healthcare Services, LLC	1.00	%	Delayed Draw Term Loan	12/30/2023	422		(7)
Stepping Stones Healthcare Services, LLC	0.50	%	Revolver	12/30/2026	537		(9)
Summit Acquisition, Inc.	1.00	%	Delayed Draw Term Loan	11/1/2024	3,230		(61)
Summit Acquisition, Inc.	0.50	%	Revolver	5/1/2029	1,615		(30)
Summit Buyer, LLC	1.00	%	Delayed Draw Term Loan	7/15/2024	462		(6)
Summit Buyer, LLC	1.00	%	Delayed Draw Term Loan	8/25/2025	6,495		(78)
Summit Buyer, LLC	0.50	%	Revolver	1/14/2026	534		(13)
Superman Holdings, LLC	0.50	%	Delayed Draw Term Loan	5/1/2025	1,488		(18)
Surewerx Purchaser III, Inc.	1.00	%	Delayed Draw Term Loan	6/28/2024	229		—
Surewerx Purchaser III, Inc.	0.50	%	Revolver	12/28/2028	92		—
Sweep Purchaser, LLC	1.00	%	Delayed Draw Term Loan	5/5/2024	455		(36)
Tamarack Intermediate, LLC	0.50	%	Revolver	3/13/2028	2,066		(92)
Tank Holding Corp.	1.00	%	Delayed Draw Term Loan	5/22/2024	1,561		(55)
Tank Holding Corp.	0.38	%	Revolver	3/31/2028	289		(10)
Trintech, Inc.	0.50	%	Revolver	7/25/2029	1,429		(28)
Trunk Acquisition, Inc.	0.50	%	Revolver	2/19/2026	1,071		(23)

22

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments (Unaudited)

September 30, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
V Global Holdings, LLC	0.50	%	Revolver	12/22/2025	$	730	$	(14)
VRC Companies, LLC	0.75	%	Delayed Draw Term Loan	1/6/2024	1,079		(5)
Zarya Intermediate, LLC	0.50	%	Revolver	7/1/2027	1,604		—
iCIMS, Inc.	—	%	Delayed Draw Term Loan	8/18/2028	385		—
iCIMS, Inc.	0.50	%	Revolver	8/18/2028	130		—
mPulse Mobile, Inc.	1.00	%	Delayed Draw Term Loan	12/17/2023	20,004		(310)
mPulse Mobile, Inc.	0.50	%	Revolver	12/17/2027	1,274		(20)
Total First Lien Debt Unfunded Commitments					$	249,063	$	(3,771)
Total Unfunded Commitments					$	249,063	$	(3,771)

23

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
First Lien Debt
Aerospace & Defense
Mantech International CP	(4) (6)	S +	5.75%	9.58%	09/14/2029	17,596	$	17,255	$	17,142	2.94	%
Mantech International CP	(4) (6) (10)	S +	5.75%	9.58%	09/14/2029	—	(40)		(110)		(0.02)
Mantech International CP	(4) (6) (10)	S +	5.75%	9.58%	09/14/2028	—	(50)		(67)		(0.01)
							17,165		16,965		2.91
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(4) (6) (11)	L +	5.75%	10.48%	06/11/2027	10,507	10,312		10,102		1.74
Omni Intermediate Holdings, LLC	(4) (5) (11)	S +	5.00%	9.73%	12/30/2026	22,030	21,842		21,098		3.62
Omni Intermediate Holdings, LLC	(4) (5) (10)	S +	5.00%	9.73%	12/30/2026	1,250	1,228		1,135		0.19
Omni Intermediate Holdings, LLC	(4) (5) (10)	S +	5.00%	9.73%	12/30/2025	—	(17)		(84)		(0.01)
RoadOne IntermodaLogistics	(4) (5)	S +	6.25%	10.81%	12/30/2028	340	330		330		0.06
RoadOne IntermodaLogistics	(4) (5) (10)	S +	6.25%	10.81%	12/30/2028	—	(1)		(1)		—
RoadOne IntermodaLogistics	(4) (5) (10)	S +	6.25%	10.81%	12/30/2028	15	13		13		—
							33,707		32,593		5.60
Automobile Components
Continental Battery Company	(4) (5) (12)	L +	6.75%	11.48%	01/20/2027	6,188	6,083		5,904		1.01
Randy's Holdings, Inc.	(4) (5) (11)	S +	6.50%	10.59%	11/01/2028	12,385	12,021		12,021		2.07
Randy's Holdings, Inc.	(4) (5) (10)	S +	6.50%	10.59%	11/01/2028	—	(57)		(57)		(0.01)
Randy's Holdings, Inc.	(4) (5) (10)	S +	6.50%	10.59%	11/01/2028	260	212		212		0.04
							18,259		18,080		3.11
Automobiles
ARI Network Services, Inc.	(4) (6) (11)	S +	5.50%	9.92%	02/28/2025	14,231	14,025		13,827		2.38
Turbo Buyer, Inc.	(4) (5) (10)	L +	6.00%	11.15%	12/02/2025	999	922		909		0.16
Summit Buyer, LLC	(4) (5) (10)	L +	5.75%	10.13%	01/14/2026	—	(13)		(66)		(0.01)
							14,934		14,670		2.52
Biotechnology
GraphPad Software, LLC	(4) (5) (11)	L +	5.50%	10.23%	04/27/2027	19,218	19,058		18,583		3.19
GraphPad Software, LLC	(4) (5) (10)	L +	5.50%	10.23%	04/27/2027	—	(85)		(349)		(0.06)
							18,973		18,234		3.13
Chemicals
Tank Holding Corp.	(6) (11)	S +	5.75%	10.17%	03/31/2028	23,548	23,124		22,253		3.82
Tank Holding Corp.	(6) (10)	S +	5.75%	10.17%	03/31/2028	284	261		211		0.04
V Global Holdings, LLC	(4) (6) (11)	S +	5.75%	8.99%	12/22/2027	7,968	7,824		7,570		1.30
V Global Holdings, LLC	(4) (6) (10)	S +	5.75%	8.99%	12/22/2025	—	(18)		(54)		(0.01)
							31,191		29,980		5.15

24

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Commercial Services & Supplies
Atlas Us Finco, Inc.	(4) (5) (8) (11)	S +	7.25%	11.48%	12/09/2029	6,180	$	5,996	$	5,996	1.03	%
Atlas Us Finco, Inc.	(4) (5) (8) (10)	S +	7.25%	11.48%	12/09/2028	—	(17)		(17)		—
BPG Holdings IV Corp	(4) (6) (12)	S +	6.00%	10.54%	07/29/2029	8,556	8,000		8,000		1.37
Encore Holdings, LLC	(4) (6) (11)	L +	4.50%	9.23%	11/23/2028	1,233	1,214		1,204		0.21
Encore Holdings, LLC	(4) (6) (10)	L +	4.50%	9.23%	11/23/2028	1,412	1,383		1,356		0.23
Encore Holdings, LLC	(4) (6) (10)	L +	4.50%	9.23%	11/23/2027	—	(5)		(8)		—
FLS Holding, Inc.	(4) (5) (8) (11)	L +	5.25%	10.40%	12/15/2028	22,109	21,719		21,748		3.74
FLS Holding, Inc.	(4) (5) (8)	L +	5.25%	10.40%	12/15/2028	4,806	4,719		4,728		0.81
FLS Holding, Inc.	(4) (5) (8) (10)	L +	5.25%	10.40%	12/17/2027	—	(32)		(31)		(0.01)
Procure Acquireco, Inc. (Procure Analytics)	(4) (6) (11)	L +	5.00%	9.35%	12/20/2028	19,643	19,297		18,777		3.23
Procure Acquireco, Inc. (Procure Analytics)	(4) (6) (10)	L +	5.00%	9.35%	12/20/2028	—	(34)		(175)		(0.03)
Procure Acquireco, Inc. (Procure Analytics)	(4) (6) (10)	L +	5.00%	9.35%	12/20/2028	—	(19)		(52)		(0.01)
QW Holding Corporation	(4) (5) (11)	L +	5.50%	9.44%	08/31/2026	11,216	11,074		10,798		1.86
QW Holding Corporation	(4) (5) (10)	L +	5.50%	9.44%	08/31/2026	2,331	2,305		2,226		0.38
QW Holding Corporation	(4) (5) (10)	L +	5.50%	9.44%	08/31/2026	—	(36)		(106)		(0.02)
Sherlock Buyer Corp.	(4) (6) (11)	L +	5.75%	10.48%	12/08/2028	24,738	24,305		24,192		4.16
Sherlock Buyer Corp.	(4) (6) (10)	L +	5.75%	10.48%	12/08/2028	—	(61)		(159)		(0.03)
Sherlock Buyer Corp.	(4) (6) (10)	L +	5.75%	10.48%	12/08/2027	—	(47)		(64)		(0.01)
Surewerx Purchaser III, Inc.	(4) (6) (8) (12)	S +	6.75%	11.30%	12/28/2029	3,562	3,456		3,455		0.59
Surewerx Purchaser III, Inc.	(4) (6) (8) (10)	S +	6.75%	11.30%	12/28/2029	—	(15)		(15)		—
Surewerx Purchaser III, Inc.	(4) (6) (8) (10)	S +	6.75%	11.30%	12/28/2028	49	37		37		0.01
Sweep Purchaser, LLC	(4) (5) (10) (11)	L +	5.75%	10.30%	11/30/2026	5,059	4,968		4,763		0.82
Tamarack Intermediate, LLC	(4) (6) (12)	S +	5.75%	9.23%	03/13/2028	15,049	14,780		14,387		2.47
Tamarack Intermediate, LLC	(4) (6) (10)	S +	5.75%	9.23%	03/13/2028	251	208		143		0.02
Valcourt Holdings II, LLC	(4) (5)	S +	5.25%	9.98%	01/07/2027	3,265	3,208		3,227		0.55
VRC Companies, LLC	(4) (6) (12)	S +	5.75%	8.52%	06/29/2027	15,803	15,584		15,249		2.62
VRC Companies, LLC	(4) (6) (10)	S +	5.75%	8.52%	06/29/2027	6,443	6,183		5,773		0.99
							148,170		145,432		24.98
Construction & Engineering
KPSKY Acquisition, Inc.	(4) (6) (10)	P +	4.75%	12.25%	10/19/2028	1,007	924		642		0.11
Containers & Packaging
BP Purchaser, LLC	(4) (6) (11)	L +	5.50%	10.24%	12/11/2028	27,520	27,037		25,693		4.41
Distributors
48Forty Solutions, LLC	(4) (5) (11)	S +	5.55%	9.81%	11/30/2026	25,858	25,356		24,577		4.22
48Forty Solutions, LLC	(4) (5) (10)	S +	5.50%	9.81%	11/30/2026	—	(67)		(200)		(0.03)
ABB Concise Optical Group, LLC	(4) (6) (11)	L +	7.50%	12.67%	02/23/2028	17,977	17,578		17,165		2.95

25

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
ABB Concise Optical Group, LLC	(4) (6) (10)	P +	6.50%	14.00%	02/23/2028	1,792	$	1,752	$	1,707	0.29	%
Avalara, Inc.	(4) (6)	S +	7.25%	11.83%	10/19/2028	9,012	8,792		8,792		1.51
Avalara, Inc.	(4) (6) (10)	S +	7.25%	11.83%	10/19/2028	—	(22)		(22)		—
PT Intermediate Holdings III, LLC	(4) (6) (11)	L +	5.50%	10.23%	11/01/2028	19,001	18,831		18,451		3.17
PT Intermediate Holdings III, LLC	(4) (6) (11)	L +	5.50%	10.23%	11/01/2028	10,372	10,280		10,072		1.73
Radwell Parent, LLC	(4) (6) (12)	S +	6.75%	11.33%	04/01/2029	32,558	31,607		31,607		5.43
Radwell Parent, LLC	(4) (6) (10)	S +	6.75%	11.33%	04/01/2028	—	(71)		(71)		(0.01)
							114,036		112,078		19.25
Diversified Consumer Services
FPG Intermediate Holdco, LLC	(4) (5) (11)	S +	6.50%	10.92%	03/05/2027	11,825	11,606		11,236		1.93
Heartland Home Services	(4) (6) (10)	L +	5.75%	10.10%	12/15/2026	20,648	20,460		19,821		3.41
Lightspeed Solution, LLC	(4) (6) (12)	S +	6.50%	10.82%	03/01/2028	15,171	14,902		14,615		2.51
Lightspeed Solution, LLC	(4) (6) (10)	S +	6.50%	10.82%	03/01/2028	—	(42)		(179)		(0.03)
LUV Car Wash Group, LLC	(4) (5) (10)	L +	5.50%	9.24%	12/09/2026	7,391	7,307		7,182		1.23
Magnolia Wash Holdings	(4) (5) (12)	S +	6.50%	10.32%	07/14/2028	7,892	7,743		7,559		1.30
Magnolia Wash Holdings	(4) (5)	S +	6.50%	10.32%	07/14/2028	1,478	1,450		1,416		0.24
Magnolia Wash Holdings	(4) (5) (10)	S +	6.50%	10.32%	07/14/2028	183	177		169		0.03
Mammoth Holdings, LLC	(4) (5) (10)	S +	6.00%	9.82%	10/16/2023	6,304	6,266		6,304		1.08
Spotless Brands, LLC	(4) (5) (11)	S +	6.50%	10.71%	07/25/2028	9,535	9,355		9,162		1.57
Spotless Brands, LLC	(4) (5)	S +	6.50%	10.71%	07/25/2028	1,802	1,768		1,732		0.30
Spotless Brands, LLC	(4) (5) (10)	S +	6.50%	10.71%	07/25/2028	—	(6)		(12)		—
							80,986		79,005		13.57
Financial Services
Applitools, Inc.	(4) (6) (8) (12)	S +	6.25%	10.57%	05/25/2029	6,645	6,523		6,532		1.12
Applitools, Inc.	(4) (6) (8) (10)	S +	6.25%	10.57%	05/25/2028	—	(16)		(15)		—
Cerity Partners, LLC	(4) (6) (12)	S +	6.75%	11.32%	12/29/2029	1,753	1,700		1,700		0.29
Cerity Partners, LLC	(4) (6) (10)	S +	6.75%	11.32%	12/29/2029	92	12		12		—
SitusAMC Holdings Corp.	(4) (6) (11)	L +	5.50%	10.23%	12/22/2027	23,423	23,222		22,402		3.85
Smarsh, Inc.	(4) (6) (11)	S +	6.50%	11.29%	02/16/2029	4,286	4,208		4,126		0.71
Smarsh, Inc.	(4) (6) (10)	S +	6.50%	11.29%	02/16/2029	536	521		496		0.09
Smarsh, Inc.	(4) (6) (10)	S +	6.50%	11.29%	02/16/2029	—	(5)		(10)		—
							36,165		35,243		6.05
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC	(4) (6) (11)	S +	5.75%	10.49%	07/06/2028	11,607	11,390		11,009		1.89
Abracon Group Holdings, LLC	(4) (6) (10)	S +	5.75%	10.49%	07/06/2028	—	(19)		(108)		(0.02)
Abracon Group Holdings, LLC	(4) (6) (10)	S +	5.75%	10.49%	07/06/2028	—	(15)		(43)		(0.01)
Dwyer Instruments, Inc.	(4) (6) (11)	L +	6.00%	10.73%	07/21/2027	16,888	16,578		16,123		2.77

26

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares		Cost(3)		Fair Value		Percentage of Net Assets
Dwyer Instruments, Inc.	(4) (6) (10)	L +	6.00%	10.73%	07/21/2027	—		$	(37)	$	(192)	(0.03)	%
Dwyer Instruments, Inc.	(4) (6) (10)	L +	6.00%	10.73%	07/21/2027	332		294		236		0.04
								28,191		27,025		4.64
Health Care Providers & Services
Advarra Holdings, Inc.	(4) (6) (12)	S +	5.75%	10.15%	08/24/2029	20,481		20,136		19,392		3.33
Advarra Holdings, Inc.	(4) (6) (12)	S +	5.75%	10.15%	08/24/2029	—		(15)		(98)		(0.02)
DCA Investment Holdings, LLC	(4) (6) (12)	S +	6.00%	10.39%	04/03/2028	7,039		6,976		6,933		1.19
DCA Investment Holdings, LLC	(4) (6) (10)	S +	6.00%	10.39%	04/03/2028	1,431		1,392		1,381		0.24
Gateway US Holdings, Inc.	(4) (6) (8) (12)	S +	6.50%	11.23%	09/22/2026	5,260		5,222		5,164		0.89
Gateway US Holdings, Inc.	(4) (6) (8) (10)	S +	6.50%	11.23%	09/22/2026	1,156		1,147		1,134		0.19
Gateway US Holdings, Inc.	(4) (6) (8) (10)	S +	6.50%	11.23%	09/22/2026	117		115		113		0.02
Heartland Veterinary Partners, LLC	(4) (5) (11)	S +	4.75%	9.56%	12/10/2026	6,028		5,980		5,853		1.01
Heartland Veterinary Partners, LLC	(4) (5) (10)	S +	4.75%	9.56%	12/10/2026	9,593		9,485		9,197		1.58
Heartland Veterinary Partners, LLC	(4) (5) (10)	S +	4.75%	9.56%	12/10/2026	—		(9)		(35)		(0.01)
iCIMS, Inc.	(4) (6) (11)	S +	7.25% (incl. 3.875% PIK)	11.52%	08/18/2028	5,525		5,431		5,431		0.93
Intelerad Medical Systems Incorporated	(4) (5) (8) (11)	S +	6.50%	11.23%	08/21/2026	13,230		12,861		12,936		2.22
mPulse Mobile, Inc.	(4) (6) (11)	L +	5.25%	9.32%	12/17/2027	10,000		9,829		9,701		1.67
mPulse Mobile, Inc.	(4) (6) (10)	L +	5.25%	9.32%	12/17/2027	—		(165)		(598)		(0.10)
mPulse Mobile, Inc.	(4) (6) (10)	L +	5.25%	9.32%	12/17/2027	1,499		1,416		1,349		0.23
Southern Veterinary Partners, LLC	(4) (5)	S +	5.50%	9.93%	10/05/2027	1,887		1,852		1,792		0.31
Stepping Stones Healthcare Services, LLC	(4) (6)	L +	5.75%	10.48%	01/02/2029	4,342		4,284		4,111		0.71
Stepping Stones Healthcare Services, LLC	(4) (6) (10)	L +	5.75%	10.48%	01/02/2029	511		501		444		0.08
Stepping Stones Healthcare Services, LLC	(4) (6) (10)	P +	4.75%	12.25%	12/30/2026	450		442		417		0.07
Tivity Health, Inc.	(4) (6)	S +	6.00%	10.58%	06/28/2029	2,713		2,675		2,626		0.45
Vardiman Black Holdings, LLC	(4) (7) (11)	S +	7.00%	11.22%	03/18/2027	5,686		5,637		5,378		0.92
Vardiman Black Holdings, LLC	(4) (7) (10)	S +	7.00%	11.22%	03/18/2027	6,512		6,451		6,146		1.06
Vermont Aus Pty Ltd	(4) (6) (8)	S +	5.65%	10.23%	03/23/2028	12,654		12,368		11,890		2.04
								114,011		110,657		19.01
Industrial Conglomerates
Excelitas Technologies Corp.	(4) (6) (11)	S +	5.75%	10.12%	08/13/2029	36,810		36,103		35,028		6.02
Excelitas Technologies Corp.	(4) (6) (11)	E +	5.75%	7.55%	08/13/2029	€	6,688	6,787		6,792		1.17
Excelitas Technologies Corp.	(4) (6) (10)	S +	5.75%	10.12%	08/13/2029	—		(68)		(349)		(0.06)
Excelitas Technologies Corp.	(4) (6) (10)	S +	5.75%	10.12%	08/14/2028	2,047		1,979		1,872		0.32
								44,801		43,343		7.45
Insurance Services
Amerilife Holdings, LLC	(4) (6)	S +	5.75%	9.58%	08/31/2029	17,242		16,910		16,910		2.91
Amerilife Holdings, LLC	(4) (6) (10)	S +	5.75%	10.15%	08/31/2029	4,918		4,799		4,799		0.82

27

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Amerilife Holdings, LLC	(4) (6) (10)	S +	5.75%	10.15%	08/31/2028	—	$	(70)	$	(70)	(0.01)	%
Foundation Risk Partners Corp.	(4) (6)	S +	6.00%	10.68%	10/30/2028	1,510	1,489		1,483		0.25
Foundation Risk Partners Corp.	(4) (6)	S +	6.00%	10.68%	10/29/2028	—	—		—		—
Foundation Risk Partners Corp.	(4) (6) (10)	S +	6.00%	10.68%	10/30/2028	3,629	3,563		3,524		0.61
Galway Borrower, LLC	(4) (6) (12)	L +	5.25%	9.98%	09/29/2028	6,510	6,376		6,237		1.07
Galway Borrower, LLC	(4) (6) (10)	L +	5.25%	9.98%	09/29/2028	—	(1)		(3)		—
Galway Borrower, LLC	(4) (6) (10)	L +	5.25%	9.98%	09/30/2027	—	(8)		(18)		—
Higginbotham Insurance Agency, Inc.	(4) (6) (11)	L +	5.25%	9.63%	11/25/2026	3,664	3,634		3,566		0.61
Higginbotham Insurance Agency, Inc.	(4) (6) (10)	L +	5.25%	9.63%	11/25/2026	3,677	3,626		3,445		0.59
High Street Buyer, Inc.	(4) (6) (10)	L +	5.75%	10.08%	02/02/2029	11,905	11,550		11,103		1.91
Integrity Marketing Acquisition, LLC	(4) (6) (11)	L +	6.05%	10.79%	08/27/2025	14,812	14,647		14,392		2.47
Integrity Marketing Acquisition, LLC	(4) (6) (12)	L +	6.05%	10.79%	08/27/2025	11,168	11,036		10,851		1.86
Keystone Agency Investors	(4) (5) (11)	S +	6.25%	10.98%	05/03/2027	9,125	9,003		8,949		1.54
Keystone Agency Investors	(4) (5) (12)	S +	6.25%	10.98%	05/03/2027	10,766	10,623		10,558		1.81
Oakbridge Insurance Agency, LLC	(4) (5)	S +	5.75%	10.17%	12/31/2026	12,407	12,214		12,205		2.10
Oakbridge Insurance Agency, LLC	(4) (5) (10)	S +	5.75%	10.17%	12/31/2026	690	643		605		0.10
Oakbridge Insurance Agency, LLC	(4) (5) (10)	S +	5.75%	10.17%	12/31/2026	220	212		210		0.04
Patriot Growth Insurance Services, LLC	(4) (6) (10)	L +	5.75%	10.47%	10/14/2028	323	282		115		0.02
Peter C. Foy & Associates Insurance Services, LLC	(4) (6)	S +	6.00%	11.12%	11/01/2028	1,478	1,458		1,407		0.24
Peter C. Foy & Associates Insurance Services, LLC	(4) (6) (10) (11)	S +	6.00%	11.12%	11/01/2028	13,155	13,016		12,495		2.15
RSC Acquisition, Inc.	(4) (6) (11)	S +	5.50%	10.11%	10/30/2026	13,155	13,050		12,743		2.19
RSC Acquisition, Inc.	(4) (6) (12)	S +	5.50%	10.11%	10/30/2026	12,700	12,600		12,302		2.11
World Insurance Associates, LLC	(4) (5) (11)	S +	5.75%	10.47%	04/01/2026	6,712	6,607		6,502		1.12
World Insurance Associates, LLC	(4) (5) (12)	S +	5.75%	10.47%	04/01/2026	30,738	30,246		29,776		5.12
							187,505		184,086		31.63
Interactive Media & Services
MSM Acquisitions, Inc.	(4) (6) (10)	L +	6.00%	10.75%	12/09/2026	—	—		(299)		(0.05)
Triple Lift, Inc.	(4) (6)	S +	5.50%	9.61%	05/06/2028	4,714	4,630		4,472		0.77
							4,630		4,173		0.72
IT Services
Donuts, Inc.	(4) (5) (12)	S +	6.00%	10.43%	12/29/2027	11,787	11,787		11,489		1.97
Donuts, Inc.	(4) (5) (10)	S +	6.00%	10.43%	12/29/2027	—	—		(140)		(0.02)
Govbrands Intermediate, Inc.	(4) (6) (11)	L +	5.50%	10.23%	08/04/2027	23,880	23,378		22,788		3.91
Govbrands Intermediate, Inc.	(4) (6) (10)	L +	5.50%	10.23%	08/04/2027	5,387	5,250		5,026		0.86
Govbrands Intermediate, Inc.	(4) (6) (10)	L +	5.50%	10.23%	08/04/2027	2,577	2,519		2,446		0.42
Long Term Care Group, Inc.	(4) (6) (11)	L +	6.00%	10.34%	09/08/2027	11,414	11,211		10,966		1.88
Redwood Services Group, LLC	(4) (6) (11)	S +	6.00%	10.68%	06/15/2029	7,978	7,827		7,630		1.31

28

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Redwood Services Group, LLC	(4) (6) (10)	S +	6.00%	10.68%	06/15/2029	1,371	$	1,348	$	1,288	0.22	%
							63,320		61,493		10.56
Machinery
Answer Acquisition, LLC	(4) (5) (11)	L +	5.50%	10.23%	12/30/2026	23,598	23,207		22,600		3.88
Answer Acquisition, LLC	(4) (5) (10)	L +	5.50%	10.23%	12/30/2026	—	(29)		(77)		(0.01)
MHE Intermediate Holdings, LLC	(4) (5) (11)	S +	6.25%	9.53%	07/21/2027	16,793	16,611		16,295		2.80
MHE Intermediate Holdings, LLC	(4) (5)	S +	6.50%	9.53%	12/09/2025	898	880		880		0.15
MHE Intermediate Holdings, LLC	(4) (5)	S +	6.25%	9.53%	07/21/2027	1,988	1,953		1,930		0.33
							42,622		41,628		7.15
Oil, Gas & Consumable Fuels
Energy Labs Holdings Corp.	(4) (5)	S +	5.25%	9.57%	04/07/2028	388	382		376		0.06
Energy Labs Holdings Corp.	(4) (5) (10)	S +	5.25%	9.57%	04/07/2028	—	—		(2)		—
Energy Labs Holdings Corp.	(4) (5) (10)	S +	5.25%	9.57%	04/07/2028	18	17		16		—
							399		390		0.07
Pharmaceuticals
Caerus US 1, Inc.	(4) (6) (8)	S +	5.75%	9.83%	05/25/2029	8,113	7,954		7,954		1.37
Caerus US 1, Inc.	(4) (6) (8) (10)	S +	5.75%	9.83%	05/25/2029	—	(12)		(12)		—
Caerus US 1, Inc.	(4) (6) (8) (10)	S +	5.75%	9.83%	05/25/2029	214	197		197		0.03
							8,139		8,139		1.40
Professional Services
Bridgepointe Technologies, LLC	(4) (5) (6)	S +	6.50%	11.23%	12/31/2027	3,084	2,961		2,961		0.51
Bridgepointe Technologies, LLC	(4) (5) (10)	S +	6.50%	11.23%	12/31/2027	—	(82)		(82)		(0.01)
KWOR Acquisition, Inc.	(4) (6) (11)	L +	5.25%	9.63%	12/22/2028	16,428	16,193		15,576		2.68
KWOR Acquisition, Inc.	(4) (6) (10)	L +	5.25%	9.63%	12/22/2028	—	(32)		(181)		(0.03)
KWOR Acquisition, Inc.	(4) (6) (10)	P +	4.25%	11.75%	12/22/2027	—	(23)		(95)		(0.02)
Project Boost Purchaser, LLC	(4) (6)	S +	5.25%	9.65%	05/02/2029	7,734	7,663		7,660		1.32
Project Boost Purchaser, LLC	(4) (6) (10)	S +	5.25%	9.65%	05/02/2029	121	113		105		0.02
Project Boost Purchaser, LLC	(4) (6) (10)	S +	5.25%	9.65%	05/02/2028	—	(6)		(6)		—
							26,787		25,938		4.46
Real Estate Management & Development
Associations, Inc.	(4) (5) (12)	S +	6.50% (incl. 2.50% PIK)	10.36%	07/02/2027	5,163	5,122		4,929		0.85
Associations, Inc.	(4) (5) (10)	S +	6.50% (incl. 2.50% PIK)	10.36%	07/02/2027	398	351		159		0.03
MRI Software, LLC	(4) (5)	L +	5.50%	10.23%	02/10/2026	1,913	1,905		1,874		0.32
MRI Software, LLC	(4) (5) (10)	L +	5.50%	10.23%	02/10/2026	922	914		839		0.14

29

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Zarya Intermediate, LLC	(4) (5) (8) (11)	S +	6.50%	10.90%	07/01/2027	27,237	$	27,237	$	27,188	4.67	%
Zarya Intermediate, LLC	(4) (5) (8) (10)	S +	6.50%	10.90%	07/01/2027	—	—		(5)		—
							35,529		34,984		6.01
Software
Anaplan, Inc.	(4) (6) (12)	S +	6.50%	10.82%	06/21/2029	17,600	17,267		17,290		2.97
Appfire Technologies, LLC	(4) (5) (10)	S +	5.50%	9.69%	03/09/2027	149	140		97		0.02
Appfire Technologies, LLC	(4) (5) (10)	S +	5.50%	9.69%	03/09/2027	7	5		2		—
Bottomline Technologies, Inc.	(4) (6) (12)	S +	5.50%	9.83%	05/14/2029	15,960	15,663		15,352		2.64
Bottomline Technologies, Inc.	(4) (6) (10)	S +	5.50%	9.83%	05/15/2028	—	(24)		(51)		(0.01)
GS AcquisitionCo, Inc.	(4) (5)	L +	5.75%	9.92%	05/22/2026	1,536	1,518		1,499		0.26
GS AcquisitionCo, Inc.	(4) (5)	L +	5.75%	9.92%	05/22/2026	17	16		16		—
GS AcquisitionCo, Inc.	(4) (5) (10)	L +	5.75%	9.92%	05/22/2026	—	—		(1)		—
Kaseya, Inc.	(4) (6) (12)	S +	5.75%	10.33%	06/25/2029	10,309	10,163		9,859		1.69
Kaseya, Inc.	(4) (6) (10)	S +	5.75%	10.33%	06/25/2029	—	(4)		(27)		—
Kaseya, Inc.	(4) (6) (10)	S +	5.75%	10.33%	06/25/2029	—	(9)		(27)		—
LegitScript	(4) (6) (12)	S +	5.25%	8.23%	06/24/2029	20,203	19,823		19,826		3.41
LegitScript	(4) (6) (10)	S +	5.25%	9.57%	06/24/2029	—	(49)		(102)		(0.02)
LegitScript	(4) (6) (10)	S +	5.25%	9.57%	06/24/2028	180	125		124		0.02
Montana Buyer, Inc.	(4) (6) (12)	S +	5.75%	8.70%	07/22/2029	8,659	8,493		8,366		1.44
Montana Buyer, Inc.	(4) (6) (10)	S +	5.75%	8.70%	07/22/2028	—	(18)		(33)		(0.01)
Netwrix Corporation And Concept Searching, Inc.	(4) (6)	S +	5.00%	9.70%	06/11/2029	3,377	3,346		3,196		0.55
Netwrix Corporation And Concept Searching, Inc.	(4) (6) (10)	S +	5.00%	9.70%	06/11/2029	596	587		499		0.09
Netwrix Corporation And Concept Searching, Inc.	(4) (6) (10)	S +	5.00%	9.70%	06/11/2029	—	(3)		(17)		—
Oak Purchaser, Inc.	(4) (6)	S +	5.50%	9.48%	04/28/2028	4,653	4,611		4,587		0.79
Oak Purchaser, Inc.	(4) (6) (10)	S +	5.50%	9.48%	04/28/2028	1,042	1,015		998		0.17
Oak Purchaser, Inc.	(4) (6) (10)	S +	5.50%	9.48%	04/28/2028	—	(6)		(9)		—
Project Leopard Holdings, Inc.	(7) (8) (11)	S +	5.25%	9.80%	07/20/2029	10,000	9,338		9,070		1.56
Revalize, Inc.	(4) (5) (11)	S +	5.75%	10.48%	04/15/2027	11,727	11,640		11,181		1.92
Revalize, Inc.	(4) (5) (10)	S +	5.75%	10.48%	04/15/2027	—	(11)		(66)		(0.01)
Riskonnect Parent, LLC	(4) (6)	S +	5.50%	10.08%	12/07/2028	932	914		896		0.15
Riskonnect Parent, LLC	(4) (6) (10)	S +	5.50%	10.08%	12/07/2028	167	155		116		0.02
Securonix, Inc.	(4) (6) (12)	S +	6.50%	10.10%	04/05/2028	21,010	20,678		20,249		3.48
Securonix, Inc.	(4) (6) (10)	S +	6.50%	10.10%	04/05/2028	—	(58)		(137)		(0.02)
Trunk Acquisition, Inc.	(4) (5) (11)	L +	5.50%	10.23%	02/19/2027	11,314	11,220		10,797		1.85
Trunk Acquisition, Inc.	(4) (5) (10)	L +	5.50%	10.23%	02/19/2026	—	(8)		(49)		(0.01)
							136,527		133,501		22.94
Total First Lien Debt							$	1,234,008	$	1,203,972	206.84	%

30

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Second Lien Debt
Air Freight & Logistics
Omni Intermediate Holdings, LLC	(4) (5)	S +	9.00%	13.69%	12/30/2027	3,300	$	3,208	$	3,167	0.54	%
Health Care Providers & Services
Heartland Veterinary Partners, LLC	(4) (5) (11)	S +	8.00%	12.81%	12/10/2027	2,520	2,477		2,306		0.40
Heartland Veterinary Partners, LLC	(4) (5) (10)	S +	8.00%	12.81%	12/10/2027	924	907		841		0.14
							3,384		3,147		0.54
Software
Matrix Parent, Inc.	(4) (6) (12)	S +	8.00%	12.55%	03/01/2030	10,667	10,493		9,757		1.68
Total Second Lien Debt							$	17,085	$	16,071	2.76	%
Other Securities
Other Securities
Fetch Insurance Services, LLC	(4)			12.75% (incl. 3.75% PIK)	10/31/2027	1,582	$	1,536	$	1,536	0.26	%
Total Other Debt							$	1,536	$	1,536	0.26	%

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Acquisition Date	Par Amount/ Shares	Cost(3)		Fair Value		Percentage of Net Assets
Preferred Equity
Integrity Marketing Acquisition, LLC	(4) (9)		10.50%		12/21/2021	1,000,000	$	1,094	$	974	0.17	%
Knockout Intermediate Holdings I, Inc.	(4) (9)		11.75%		06/25/2022	2,040	2,117		2,038		0.35
Revalize, Inc.	(4) (5) (9)	S +	10.00%		12/14/2021	2,154	2,360		2,178		0.37
Riskonnect Parent, LLC	(4) (9)	S +	10.50%		07/07/2022	2,123,800	2,138		2,209		0.38
Total Preferred Equity							$	7,709	$	7,399	1.27	%
Common Equity
Amerilife Holdings, LLC	(4) (9)				09/01/2022	14,274	$	394	$	394	0.07	%
BP Purchaser, LLC	(4) (9)				12/10/2021	1,233,333	1,233		1,468		0.25
Encore Holdings, LLC	(4) (9)				11/23/2021	1,478	170		278		0.05
Frisbee Holdings, LP (Fetch)	(4) (9)				10/31/2022	18,287	233		233		0.04
LUV Car Wash	(4) (9)				04/06/2022	1,182	1,181		1,181		0.20
mPulse Mobile, Inc.	(4) (9)				12/17/2021	105,978	780		819		0.14
Procure Acquireco, Inc. (Procure Analytics)	(4) (9)				12/20/2021	500,000	500		690		0.12
Surewerx Topco, LP	(4) (8) (9)				12/28/2022	104	104		104		0.02
Total Common Equity							4,595		5,167		0.89	%
Total Other Securities							$	13,840	$	14,102	2.42	%
Total Portfolio Investments							$	1,264,933	$	1,234,145	212.02	%

31

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments

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 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)	Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR ("E"), LIBOR ("L") or SOFR ("S") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), 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 variable rate loans were the 3-month E at 2.13%, 1-month L at 4.39%, 3-month L at 4.77%, the 6-month L at 5.14%, 1-month S at 4.36%, 3-month S at 4.59%, 6-month S at 4.78% and the P at 7.50%.
(3)	The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(4)	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.
(5)	Loan includes interest rate floor of 1.00%.
(6)	Loan includes interest rate floor of 0.75%.
(7)	Loan includes interest rate floor of 0.50%.
(8)	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 9.2% of total assets as calculated in accordance with regulatory requirements.
(9)	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, the aggregate fair value of these securities is $12,566 or 2.2% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(10) 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:

Investments-non-controlled/non-affiliated	Unused Fee Rate	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
48Forty Solutions, LLC	0.50%	Revolver	11/30/2026	$	3,921	$	(200)
ABB Concise Optical Group, LLC	0.50%	Revolver	02/23/2028	94		(4)
Abracon Group Holdings, LLC	1.00%	Delayed Draw Term Loan	07/06/2024	2,103		(108)
Abracon Group Holdings, LLC	0.50%	Revolver	07/06/2028	841		(43)
Advarra Holdings, Inc.	1.00%	Delayed Draw Term Loan	08/26/2024	1,851		(98)
Amerilife Holdings, LLC	1.00%	Delayed Draw Term Loan	08/31/2024	2,459		(40)
Amerilife Holdings, LLC	0.50%	Revolver	08/31/2028	3,688		(70)
Answer Acquisition, LLC	0.50%	Revolver	12/30/2026	1,834		(78)
Appfire Technologies, LLC	0.50%	Delayed Draw Term Loan	06/13/2024	1,221		(46)
Appfire Technologies, LLC	0.50%	Revolver	03/09/2027	115		(4)
Applitools, Inc.	0.50%	Revolver	05/25/2028	900		(15)
Associations, Inc.	1.00%	Delayed Draw Term Loan	06/10/2024	4,882		(222)
Atlas Us Finco, Inc.	0.50%	Revolver	12/09/2028	572		(17)
Avalara, Inc.	0.50%	Revolver	10/19/2028	901		(22)
Bottomline Technologies, Inc.	0.50%	Revolver	05/15/2028	1,333		(51)
Bridgepointe Technologies, LLC	0.50%	Delayed Draw Term Loan	09/23/2024	2,056		(82)
Caerus US 1, Inc.	—%	Delayed Draw Term Loan	10/31/2024	1,173		(11)
Caerus US 1, Inc.	0.50%	Revolver	05/25/2029	641		(12)

32

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

Investments-non-controlled/non-affiliated	Unused Fee Rate	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Cerity Partners, LLC	1.00%	Delayed Draw Term Loan	12/30/2023	$	2,583	$	(77)
DCA Investment Holdings, LLC	1.00%	Delayed Draw Term Loan	03/02/2023	1,881		(28)
Donuts, Inc.	0.25%	Delayed Draw Term Loan	02/29/2027	5,541		(140)
Dwyer Instruments, Inc.	1.00%	Delayed Draw Term Loan	07/01/2024	4,249		(192)
Dwyer Instruments, Inc.	0.50%	Revolver	07/21/2027	1,793		(81)
Encore Holdings, LLC	0.75%	Delayed Draw Term Loan	11/23/2024	980		(23)
Encore Holdings, LLC	0.50%	Revolver	11/23/2027	359		(8)
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	45		(1)
Excelitas Technologies Corp.	0.50%	Delayed Draw Term Loan	08/11/2024	7,223		(350)
Excelitas Technologies Corp.	0.50%	Revolver	08/14/2028	1,565		(76)
FLS Holding, Inc.	0.50%	Revolver	12/17/2027	1,922		(31)
Foundation Risk Partners Corp.	0.75%	Delayed Draw Term Loan	04/14/2024	2,452		(43)
GS AcquisitionCo, Inc.	0.50%	Revolver	05/22/2026	35		(1)
Galway Borrower, LLC	1.00%	Delayed Draw Term Loan	09/30/2023	60		(3)
Galway Borrower, LLC	0.50%	Revolver	09/30/2027	414		(18)
Gateway US Holdings, Inc.	1.00%	Delayed Draw Term Loan	04/15/2024	45		(1)
Gateway US Holdings, Inc.	0.50%	Revolver	09/22/2024	96		(2)
Govbrands Intermediate, Inc.	1.00%	Delayed Draw Term Loan	08/04/2023	2,514		(115)
Govbrands Intermediate, Inc.	0.50%	Revolver	08/04/2027	286		(13)
GraphPad Software, LLC	1.00%	Delayed Draw Term Loan	12/02/2023	10,588		(349)
Heartland Home Services	0.75%	Delayed Draw Term Loan	12/15/2026	6,729		(203)
Heartland Veterinary Partners, LLC	1.00%	Delayed Draw Term Loan	11/17/2023	4,054		(118)
Heartland Veterinary Partners, LLC	0.50%	Revolver	12/10/2026	1,211		(35)
Higginbotham Insurance Agency, Inc.	1.00%	Delayed Draw Term Loan	12/22/2023	4,975		(133)
High Street Buyer, Inc.	1.00%	Delayed Draw Term Loan	08/11/2023	15,732		(456)
KPSKY Acquisition, Inc.	1.00%	Delayed Draw Term Loan	06/17/2024	7,088		(320)
KWOR Acquisition, Inc.	1.00%	Delayed Draw Term Loan	06/22/2024	3,493		(181)
KWOR Acquisition, Inc.	0.50%	Revolver	12/22/2027	1,829		(95)
Kaseya, Inc.	0.50%	Delayed Draw Term Loan	06/22/2024	626		(27)
Kaseya, Inc.	0.50%	Revolver	06/25/2029	626		(27)
LUV Car Wash Group, LLC	1.00%	Delayed Draw Term Loan	12/09/2026	2,639		(55)
LegitScript	1.00%	Delayed Draw Term Loan	06/24/2024	5,502		(103)
LegitScript	0.50%	Revolver	06/24/2028	2,815		(53)
Lightspeed Solution, LLC	0.50%	Delayed Draw Term Loan	03/01/2028	4,878		(179)
MRI Software, LLC	0.50%	Delayed Draw Term Loan	02/10/2026	3,153		(64)
Magnolia Wash Holdings	0.50%	Revolver	07/14/2028	150		(6)
Mammoth Holdings, LLC	0.50%	Delayed Draw Term Loan	10/16/2023	771		—

33

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

Investments-non-controlled/non-affiliated	Unused Fee Rate	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Mantech International CP	0.50%	Delayed Draw Term Loan	09/14/2024	$	4,247	$	(110)
Mantech International CP	0.50%	Revolver	09/14/2028	2,613		(67)
Montana Buyer, Inc.	0.50%	Revolver	07/22/2028	978		(33)
Netwrix Corporation And Concept Searching, Inc.	0.50%	Delayed Draw Term Loan	06/09/2024	1,211		(65)
Netwrix Corporation And Concept Searching, Inc.	0.50%	Revolver	06/11/2029	316		(17)
Oak Purchaser, Inc.	0.50%	Delayed Draw Term Loan	04/28/2024	2,060		(29)
Oak Purchaser, Inc.	0.50%	Revolver	04/28/2028	620		(9)
Oakbridge Insurance Agency, LLC	1.00%	Delayed Draw Term Loan	02/01/2026	4,594		(75)
Oakbridge Insurance Agency, LLC	0.50%	Revolver	12/31/2026	415		(7)
Omni Intermediate Holdings, LLC	1.00%	Delayed Draw Term Loan	02/01/2023	1,481		(63)
Omni Intermediate Holdings, LLC	0.50%	Revolver	12/30/2025	1,977		(84)
Patriot Growth Insurance Services, LLC	0.75%	Delayed Draw Term Loan	07/08/2024	4,179		(193)
Peter C. Foy & Associates Insurance Services, LLC	1.00%	Delayed Draw Term Loan	12/14/2023	474		(23)
Portfolio Group	1.00%	Delayed Draw Term Loan	12/02/2025	1,500		(54)
Procure Acquireco, Inc. (Procure Analytics)	1.00%	Delayed Draw Term Loan	12/20/2023	3,968		(175)
Procure Acquireco, Inc. (Procure Analytics)	0.50%	Revolver	12/20/2026	1,190		(53)
Project Boost Purchaser, LLC	1.00%	Delayed Draw Term Loan	05/02/2024	1,483		(14)
Project Boost Purchaser, LLC	0.50%	Revolver	05/02/2027	642		(6)
QW Holding Corporation	1.00%	Delayed Draw Term Loan	08/31/2026	496		(18)
QW Holding Corporation	0.50%	Revolver	08/31/2026	2,833		(106)
Randy's Holdings, Inc.	1.00%	Delayed Draw Term Loan	11/01/2024	4,128		(57)
Randy's Holdings, Inc.	0.50%	Revolver	10/31/2027	1,391		(40)
Radwell Parent, LLC	0.38%	Revolver	04/01/2028	2,442		(71)
Redwood Services Group, LLC	1.00%	Delayed Draw Term Loan	12/22/2023	531		(23)
Revalize, Inc.	0.50%	Revolver	04/15/2027	1,419		(66)
Riskonnect Parent, LLC	0.50%	Delayed Draw Term Loan	07/07/2024	1,171		(45)
RoadOne IntermodaLogistics	1.00%	Delayed Draw Term Loan	06/30/2024	86		(1)
RoadOne IntermodaLogistics	1.00%	Revolver	12/30/2028	52		(2)
Securonix, Inc.	0.50%	Revolver	04/05/2028	3,782		(137)
Sherlock Buyer Corp.	1.00%	Delayed Draw Term Loan	12/08/2023	7,190		(159)
Sherlock Buyer Corp.	0.50%	Revolver	12/08/2027	2,876		(64)
Smarsh, Inc.	1.00%	Delayed Draw Term Loan	02/16/2029	536		(20)
Smarsh, Inc.	0.50%	Revolver	02/16/2029	268		(10)
Spectrio, LLC	0.75%	Delayed Draw Term Loan	01/30/2023	12,500		(299)
Spotless Brands, LLC	0.50%	Revolver	07/25/2028	304		(12)
Stepping Stones Healthcare Services, LLC	1.00%	Delayed Draw Term Loan	01/02/2029	737		(39)
Stepping Stones Healthcare Services, LLC	0.50%	Revolver	12/30/2026	175		(9)
Summit Buyer, LLC	1.00%	Delayed Draw Term Loan	07/15/2024	1,499		(66)

34

T Series Middle Market Loan Fund LLC

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

Investments-non-controlled/non-affiliated	Unused Fee Rate	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Surewerx Purchaser III, Inc.	1.00%	Delayed Draw Term Loan	06/27/2024	$	732	$	(15)
Surewerx Purchaser III, Inc.	0.50%	Revolver	12/28/2028	341		(10)
Sweep Purchaser, LLC	0.50%	Delayed Draw Term Loan	05/05/2024	455		(24)
Tamarack Intermediate, LLC	0.50%	Revolver	03/13/2028	2,223		(98)
Tank Holding Corp.	0.38%	Revolver	03/31/2028	1,049		(58)
Trunk Acquisition, Inc.	0.50%	Revolver	02/19/2026	1,071		(49)
V Global Holdings, LLC	0.50%	Revolver	12/22/2025	1,092		(54)
VRC Companies, LLC	0.75%	Delayed Draw Term Loan	01/06/2024	12,700		(445)
Vardiman Black Holdings, LLC	1.25%	Delayed Draw Term Loan	03/18/2027	237		(13)
Zarya Intermediate, LLC	0.50%	Revolver	07/01/2027	2,807		(5)
mPulse Mobile, Inc.	1.00%	Delayed Draw Term Loan	02/17/2023	20,004		(598)
mPulse Mobile, Inc.	0.50%	Revolver	12/17/2027	3,497		(105)
Total First Lien Debt Unfunded Commitments				$	266,106	$	(8,526)
Second Lien Debt
Heartland Veterinary Partners, LLC	0.50%	Delayed Draw Term Loan	11/17/2023	$	56	$	(5)
Total Second Lien Debt Unfunded Commitments				$	56	$	(5)
Total Unfunded Commitments				$	266,162	$	(8,531)

(11)	Assets or a portion thereof are pledged as collateral for the Barclays Funding Facility. See Note 6 “Debt”.
(12)	Assets or a portion thereof are pledged as collateral for the BNP Funding Facility. See Note 6 “Debt”.

35

T Series Middle Market Loan Fund LLC

Notes to the Consolidated Financial Statements (Unaudited)

September 30, 2023

(In thousands, except unit and per unit amounts)

(1)Organization

T Series Middle Market Loan Fund LLC (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 September 14, 2021 and commenced investment operations on November 4, 2021. 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 private equity sponsors, including first lien senior secured term loans, second lien senior secured term loans, with the balance of its investments expected to be in higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases.

The Company has conducted and from time to time may conduct private offerings of common units (the “Common Units”) to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Each investor at any closing of a private offering makes a capital commitment (a “Capital Commitment”) to purchase Common Units pursuant to a subscription agreement entered into with the Company (a “Subscription Agreement”). Investors are required to fund drawdowns to purchase Common Units up to the amount of their respective Capital Commitments each time the Company delivers a notice to the investors.

The Company has formed wholly owned subsidiaries for the purpose of holding certain investments in portfolio companies made by the Company. As of September 30, 2023, the Company's wholly owned subsidiaries were formed as Delaware limited liability companies and included: T Series CA SPV LLC (“CA SPV”), T Series Equity Holdings LLC (“Equity Holdings”), T Series Financing SPV LLC (“Financing SPV”) and T Series Financing II SPV LLC (“Financing SPV II”), T Series Financing III SPV (“Financing SPV III”, collectively with CA SPV, Equity Holdings, Financing SPV and Financing SPV II, the “subsidiaries”). The Company consolidates its wholly owned subsidiaries in these consolidated financial statements from the date of the respective subsidiary's formation.

(2)Summary of 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 Financial Condition as of December 31, 2022.

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.

36

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 Financial Condition 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 Board of Directors, 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 FASB. The Board of Directors has delegated to the Investment Adviser as 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 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 transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the 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 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. 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

37

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 unitholders 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

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

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 and Offering Costs

Costs associated with the organization of the Company are expensed as incurred. These costs consist primarily of legal fees and other costs of organizing the Company. Costs associated with the offering of Common Units are capitalized as “deferred offering costs” on the Consolidated Statements of Financial Condition and amortized over a twelve-month period from the initial capital call. These costs consist primarily of legal fees and other costs incurred in connection with the Company’s continuous private offerings of its Common Units.

Expenses

The Company is responsible for investment expenses, professional fees, and other general and administrative expenses related to the Company’s operations. The Company pays MS Private Credit Administrative Services LLC (the “Administrator”) the Company’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under the administration agreement between the Company and the Administrator dated October 19, 2021 (the “Administration Agreement”). Such fees and expenses, including expenses incurred by the Investment Adviser on behalf of the Company, will be reimbursed by the Company.

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 in the Consolidated Statements of Operations.

Deferred Financing Costs

The Company records upfront fees, legal and other direct costs incurred in connection with the Company’s issuance of revolving debt

facilities as Deferred Financing Costs. These costs are deferred and amortized over the life of the related revolving credit facilities

using the straight-line method. Deferred Financing Costs related to revolving credit facilities are presented separately as an asset on

the Company’s Consolidated Statements of Financial Condition. The amortization of such Deferred Financing Costs are presented on

the Consolidated Statements of Operations as interest expense and other financing expenses.

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 unitholders as dividends.

In order 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 unitholders 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

38

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 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 Company currently intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements.

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 and nine months ended September 30, 2023, the Company did not accrue any U.S. federal excise taxes. For the three and nine months ended September 30, 2022, the Company accrued $0 and $2 of U.S. federal excise taxes.

New Accounting Standards

The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the FASB. The Company has assessed currently issued ASUs and has determined that they are not applicable or expected to have minimal impact on its consolidated financial statements.

(3)Related Party Transactions

Investment Advisory Agreement

On October 13, 2021, the Board of Directors, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”), approved the Investment Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, Section 15(c) of the 1940 Act. The Investment Advisory 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 Investment Advisory Agreement in August 2023.

The Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a 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 unitholders.

Base Management Fee

The base management fee is calculated at an annual rate of 0.5% of the Company’s average called capital commitments, at the end of the then-current quarter and the prior calendar quarter (and, in the case of our first quarter, called capital commitments as of such quarter-end). Called capital commitments is defined in the Investment Advisory Agreement as the aggregate purchase price paid to purchase Common Units of the Company by all unitholders pursuant to a Subscription Agreement. Called capital commitments do not include assets acquired through the use of leverage. The Investment Adviser does not receive any fees on unused capital commitments. The base management fee for any partial quarter was appropriately prorated.

For the three and nine months ended September 30, 2023, base management fees were $888 and $2,413, respectively. For the three and nine months ended September 30, 2022, base management fees were $503 and $1,216, respectively. As of September 30, 2023 and December 31, 2022, $888 and $653 was payable to the Investment Adviser relating to base management fees.

Incentive Fee

The Company pays the Investment Adviser an incentive fee consisting of two parts. The first part is determined and paid quarterly based on the Company’s pre-incentive fee net investment income and the second part is determined and payable in arrears based on net capital gains as of the end of each calendar year or upon termination of the Investment Advisory Agreement.

Pre-incentive fee net investment income is defined as interest income, distribution income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable to the Administrator under the Administration Agreement, any interest expense and distributions paid on any issued and outstanding preferred units, 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

39

fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The Company pays the Investment Adviser an incentive fee with respect to the Company’s pre-incentive fee net investment income 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 does not exceed a hurdle rate of 1.5% (6.0% annualized) (“Hurdle Rate”);

•100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.6393% in any quarter (6.5572% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the Hurdle Rate but is less than 1.6393%) as the “catch-up”. The “catch-up” is meant to provide the Investment Adviser with approximately 8.5% of the Company’s pre-incentive fee net investment income as if a Hurdle Rate did not apply if this net investment income exceeds 1.6393% in any calendar quarter; and

•8.5% of the pre-incentive fee net investment income, if any, that exceeds 1.6393% in any calendar quarter (6.5572% annualized), which reflects that once the Hurdle Rate is reached and the catch-up is achieved, 8.5% of all pre-incentive fee net investment income is paid to the Investment Adviser.

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 quarter or upon the termination of the Investment Advisory Agreement in an amount equal to 8.5% of the realized capital gains, if any, on a quarterly 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”).

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 8.5% 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 and nine months ended September 30, 2023, $2,370 and $6,331, of income based incentive fees, respectively, were accrued to the Investment Adviser. For the three and nine months ended September 30, 2022, $1,244 and $2,490, of income based incentive fees, respectively, were accrued to the Investment Adviser

For the three and nine months ended September 30, 2023, there were no capital gain incentive fees accrued to the Investment Adviser. For the three and nine months ended September 30, 2022, there were no capital gain incentive fees accrued to the Investment Adviser 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 September 30, 2023 and December 31, 2022, there were $2,370 and $1,639, respectively, of income based incentive fees and no capital gains incentive fees payable to the Investment Adviser.

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 from the 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. 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 2023.

For the three and nine months ended September 30, 2023, no expenses were incurred under the Administration Agreement. For the three and nine months ended September 30, 2022, no expenses were incurred under the Administration Agreement. There were no amounts unpaid and included in payable to affiliates on the Consolidated Statements of Financial Condition as of September 30, 2023 and December 31, 2022.

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

40

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.

MS Credit Partners Holdings, Inc. Investment

MS Credit Partners Holdings, Inc., a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, or MS Credit Partners Holdings, invested seed capital of $10 in the Company on September 28, 2021. Morgan Stanley has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.

(4) Investments

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

	September 30, 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	$	1,525,880	$	1,511,991	97.9	%	$	1,234,008	$	1,203,972	97.6	%
Second Lien Debt	20,850		16,944		1.1		17,085		16,071		1.3
Other Securities	15,062		15,440		1.0		13,840		14,102		1.1
Total	$	1,561,792	$	1,544,375	100.0	%	$	1,264,933	$	1,234,145	100.0	%

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

	September 30, 2023		December 31, 2022(1)
Aerospace & Defense	1.2	%	1.4	%
Air Freight & Logistics	2.5		2.9
Automobile Components	1.9		1.5
Automobiles	1.0		1.2
Biotechnology	1.2		1.5
Chemicals	2.3		2.4
Commercial Services & Supplies	9.5		11.9
Construction & Engineering	1.0		0.1
Containers & Packaging	1.8		2.2
Distributors	5.4		9.1
Diversified Consumer Services	5.9		6.5
Electronic Equipment, Instruments & Components	2.2		2.2
Financial Services	3.9		2.9
Health Care Equipment & Supplies	1.0		—
Health Care Providers & Services	11.4		9.3
Health Care Technology	1.3		—
Industrial Conglomerates	5.2		3.5
Insurance Services	15.9		15.2
Interactive Media & Services	0.3		0.3
IT Services	3.1		5.0
Machinery	2.8		3.4
Multi-Utilities	0.6		—
Oil, Gas & Consumable Fuels	—		—		(2)
Pharmaceuticals	0.6		0.5
Professional Services	2.3		2.1
Real Estate Management & Development	2.9		2.8
Software	12.8		12.1
Total	100.0	%	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 prior period’s Consolidated Statement of Financial Condition as of December 31, 2022.
(2)	Amount rounds to 0.00%.

41

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

	September 30, 2023						December 31, 2022
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
Australia	$	18,303	$	18,384	1.2	%	$	18,347	$	17,869	1.4	%
Canada	21,408		21,010		1.4		22,927		22,928		1.9
United Kingdom	8,647		8,818		0.5		8,139		8,139		0.7
United States	1,513,434		1,496,163		96.9		1,215,520		1,185,209		96.0
Total	$	1,561,792	$	1,544,375	100.0	%	$	1,264,933	$	1,234,145	100.0	%

As of September 30, 2023 the Company had one investment on non-accrual status. The amortized cost of investments on non-accrual status as of September 30, 2023 was $12,246. As of December 31, 2022, the Company had no investments on non-accrual status.

(5) 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

42

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:

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 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 provides the Board of Directors with recommendations with respect to the fair value of each investment in the Company’s portfolio; and

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:

	September 30, 2023
	Level 1		Level 2		Level 3		Total
First Lien Debt	$	—	$	32,331	$	1,479,660	$	1,511,991
Second Lien Debt	—		3,730		13,214		16,944
Other Securities	—		—		15,440		15,440
Total	$	—	$	36,061	$	1,508,314	$	1,544,375

43

	December 31, 2022
	Level 1		Level 2		Level 3		Total
First Lien Debt	$	—	$	31,534	$	1,172,438	$	1,203,972
Second Lien Debt	—		—		16,071		16,071
Other Securities	—		—		14,102		14,102
Total	$	—	$	31,534	$	1,202,611	$	1,234,145

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 September 30, 2023:

	First Lien Debt		Second Lien Debt		Other Securities		Total Investments
Fair value, beginning of period	$	1,382,406	$	15,527	$	14,511	$	1,412,444
Purchases of investments	105,330		—		388		105,718
Proceeds from principal repayments and sales of investments	(21,922)		—		—		(21,922)
Accretion of discount/amortization of premium	1,319		11		—		1,330
Payment-in-kind	666		—		225		891
Net change in unrealized appreciation (depreciation)	11,838		(794)		316		11,360
Net realized gains (losses)	23		—		—		23
Transfers into/out of Level 3	—		(1,530)		—		(1,530)
Fair value, end of period	$	1,479,660	$	13,214	$	15,440	$	1,508,314
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2023	$	11,808	$	(794)	$	316	$	11,330

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 nine months ended September 30, 2023:

	First Lien Debt		Second Lien Debt		Other Securities		Total Investments
Fair value, beginning of period	$	1,172,438	$	16,071	$	14,102	$	1,202,611
Purchases of investments	374,000		55		529		374,584
Proceeds from principal repayments and sales of investments	(87,969)		—		—		(87,969)
Accretion of discount/amortization of premium	3,727		31		4		3,762
Payment-in-kind	1,449		—		689		2,138
Net change in unrealized appreciation (depreciation)	15,970		(2,943)		116		13,143
Net realized gains (losses)	45		—		—		45
Transfers into/out of Level 3	—		—		—		—
Fair value, end of period	$	1,479,660	$	13,214	$	15,440	$	1,508,314
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2023	$	15,186	$	(2,943)	$	116	$	12,359

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 September 30, 2022 :

44

	First Lien Debt		Second Lien Debt		Other Securities		Total Investments
Fair value, beginning of period	$	806,611	$	16,406	$	8,892	$	831,909
Purchases of investments	287,526		294		2,475		290,295
Proceeds from principal repayments and sales of investments	(14,697)		—		—		(14,697)
Accretion of discount/amortization of premium	953		10		—		963
Payment-in-kind	13		—		—		13
Net change in unrealized appreciation (depreciation)	(11,450)		(468)		534		(11,384)
Net realized gains (losses)	—		—		—		—
Transfers into/out of Level 3	(33,038)		—		—		(33,038)
Fair value, end of period	$	1,035,918	$	16,242	$	11,901	$	1,064,061
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2022	$	(11,339)	$	(468)	$	534	$	(11,273)

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 nine months ended September 30, 2022 :

	First Lien Debt		Second Lien Debt		Other Securities		Total Investments
Fair value, beginning of period	$	355,939	$	2,836	$	5,623	$	364,398
Purchases of investments	733,211		14,221		5,456		752,888
Proceeds from principal repayments and sales of investments	(31,996)		—		—		(31,996)
Accretion of discount/amortization of premium	1,869		19		—		1,888
Payment-in-kind	28		—		93		121
Net change in unrealized appreciation (depreciation)	(23,237)		(834)		729		(23,342)
Net realized gains (losses)	104		—		—		104
Transfers into/out of Level 3	—		—		—		—
Fair value, end of period	$	1,035,918	$	16,242	$	11,901	$	1,064,061
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2022	$	(23,237)	$	(834)	$	729	$	(23,342)

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.

45

	September 30, 2023
	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average
					Low		High
Investments in first lien debt	$	1,373,757	Yield Analysis	Discount Rate	9.33	%	19.18	%	11.66	%
Investments in first lien debt	105,903		Transaction Price	Recent Transaction	96.50	%	100.00	%	98.71	%
Total investments in first lien debt	1,479,660
Investments in second lien debt	9,914		Yield Analysis	Discount Rate	14.05	%	27.42	%	22.81	%
Investments in second lien debt	3,300		Transaction Price	Recent Transaction	100.00	%	100.00	%	100.00	%
Total investments in second lien debt	13,214
Investments in other securities:
Other debt	1,578		Income Approach	Discount Rate	14.50	%	14.50	%	14.50	%
Preferred equity	8,550		Income Approach	Discount Rate	12.19	%	15.48	%	14.65	%
Common equity	4,336		Market Approach	EBITDA Multiple	12.5x		18.7x		15.19x
Common equity	976		Market Approach	Revenue Multiple	7.2x		8.8x		8.4x
Total investment in other securities	15,440
Total investments	$	1,508,314

	December 31, 2022
	Fair Value		Valuation Technique	Unobservable Input	Range				Weighted Average
					Low		High
Investments in first lien debt	$	1,166,134	Yield Analysis	Discount Rate	9.20	%	14.45	%	11.13	%
Investments in first lien debt	6,304		Transaction Price	Recent Transaction	100.00	%	100.00	%	100.00	%
Total investments in first lien debt	1,172,438
Investments in second lien debt	16,071		Yield Analysis	Discount Rate	14.38	%	15.25	%	14.67	%
Investments in other securities:
Other debt	1,536		Yield Analysis	Discount Rate	16.60	%	16.60	%	16.60	%
Preferred equity	7,399		Income Approach	Discount Rate	12.20	%	15.69	%	14.92	%
Common equity	819		Market Approach	Revenue Multiple	10.20x		10.20x		10.20x
Common equity	4,348		Market Approach	EBITDA Multiple	11.70x		18.70x		14.23x
Total investment in other securities	14,102
Total Investments	$	1,202,611

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.

Financial instruments disclosed but not carried at fair value

The Company’s debt, including its credit facilities, is presented at carrying cost on the Consolidated Statements of Financial Condition. The fair value of the Company’s credit facilities is estimated in accordance with the Company’s valuation policy. The carrying value and fair value of the Company’s debt were as follows:

	September 30, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
CBA Subscription Facility	$	233,500	$	233,500	$	234,500	$	234,500
Barclays Funding Facility	343,940		343,940		303,998		303,998
BNP Funding Facility	77,500		77,500		138,000		138,000
JPM Funding Facility	117,000		117,000		—		—
Total	$	771,940	$	771,940	$	676,498	$	676,498

46

The carrying amounts of the Company’s other assets and liabilities approximates their fair value. These financial instruments are categorized as Level 3 within the hierarchy.

(6)Debt

CBA Subscription Facility

On November 5, 2021, the Company initially entered into a Revolving Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “CBA Subscription Facility”) between the Company and Commonwealth Bank of Australia as administrative agent, lead arranger, letter of credit issuer and a lender, which was subsequently amended on January 25, 2022 and July 19, 2022 . The CBA Subscription Facility allows the Company to borrow up to $425,000 at any one time outstanding, including a current $100,000 temporary increase in the facility that expired on January 25, 2023 at which point $325,000 was available under the facility. On September 29, 2023, the Company reduced the maximum amount outstanding to $238,500. The facility is available subject to certain restrictions, including availability under the borrowing base, which is based on unused capital commitments. The amount of permissible borrowings under the CBA Subscription Facility may be increased to up to an aggregate amount of $500,000 with the consent of the lenders. The CBA Subscription Facility has a maturity date of November 5, 2023, which may be extended for an additional term of up to 364 days subject to the terms set forth in the CBA Subscription Facility.

The CBA Subscription Facility bears interest at a rate of: (i) with respect to Eurocurrency Rate Loans (as defined in the CBA Subscription Facility), the greater of (x) the rate designated with respect to the currency in which the loan is denominated, and (y) 0%, plus 1.65%; (ii) with respect to RFR Loans (as defined in the CBA Subscription Facility) in Sterling, SONIA, plus 1.70%, plus a SONIA spread adjustment set forth in the CBA Subscription Facility; (iii) with respect to RFR Loans (as defined in the CBA Subscription Facility) in Dollars or Terms SOFR Loans, SOFR or Term SOFR as applicable, plus 1.65%, plus the SOFR spread adjustment set forth in the CBA Subscription Facility; and (iii) with respect to Reference Rate Loans (as defined in the CBA Subscription Facility), (x) the greatest of (1) the prime rate, (2) the federal funds rate plus 0.50%, and (y) Term SOFR plus 1.00%, provided that the reference rate will not be less than 2.00%, plus (y) 0.65%, each as calculated in accordance with the CBA Subscription Facility. The CBA Subscription Facility is secured by the unfunded investor commitments to purchase the Company’s Common Units.

The summary information of the CBA Subscription Facility is as follows:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Borrowing interest expense	$	5,014		$	3,295		$	13,811		$	5,833
Facility unused commitment fees	3			72			77			348
Amortization of deferred financing costs	202			223			606			720
Total	$	5,219		$	3,590		$	14,494		$	6,901
Weighted average interest rate (excluding unused fees and financing costs)	7.00		%	3.90		%	6.67		%	2.92		%
Weighted average outstanding balance	$	280,130		$	330,745		$	272,877		$	263,212

For the three and nine months ended September 30, 2023, the Company borrowed $0 and $84,000 and repaid $50,000 and $85,000, respectively under the CBA Subscription Facility. For the three and nine months ended September 30, 2022, the Company borrowed $265,500 and $655,000 and repaid $211,000 and $487,500, respectively under the CBA Subscription Facility. As of September 30, 2023 and December 31, 2022, the Company had $233,500 and $234,500 of outstanding borrowings under the CBA Subscription Facility. As of September 30, 2023 and December 31, 2022, the Company had $5,000 and $140,500 of available capacity under the CBA Subscription Facility (subject to borrowing base restrictions).

Barclays Funding Facility

On March 7, 2022, Financing SPV entered into a Credit and Security Agreement (as amended, the “Barclays Credit and Security Agreement”) with Financing SPV, as the borrower, the lenders party thereto (the “Lenders”), Barclays Bank PLC (“Barclays”), as the administrative agent for the Lenders, the Company, as the servicer and retention provider, and State Street Bank & Trust Company, as collateral administrator, collateral agent and securities intermediary, pursuant to which the Lenders have agreed to extend credit to Financing SPV in an aggregate principal amount up to $400,000 at any one time outstanding, with up to an additional $350,000 available pursuant to an accordion feature (the “Barclays Funding Facility”).

The Barclays Funding Facility is a revolving funding facility with a reinvestment period ending March 7, 2025 and a final maturity date of the earlier of (1) March 7, 2033 and (ii) on or after March 7, 2027, the date selected by Barclays as administrative agent in its sole discretion pursuant to written notice to Financing SPV. Advances under the Barclays Funding Facility are available in US dollars, British Pounds, Euros or Canadian dollars and such advances bear interest at a rate equal to an applicable margin plus, at Financing SPV’s option, either (a) a rate based on Term SOFR, Daily Simple SONIA (or if Daily Simple SONIA is not available the Central

47

Bank Rate), EURIBOR or CDOR, as applicable (or, if such rate is not available, a benchmark replacement) (each as defined in the Credit and Securities Agreement) or (b) a “base rate” (which with respect to US dollars is a rate per annum equal to the greater of a prime rate and the federal funds rate plus 0.50%; with respect to Canadian dollars is a rate per annum equal to the greater of the PRIMCAN Index and CDOR plus 1.0% and with respect to British Pounds and Euros is equal to the annual rate of interest announced from time to time by Barclays (or an affiliate thereof) as being its reference rate then in effect for determining interest rates on commercial loans made by it in the United Kingdom (with respect to GBP advances) or the Euro Zone (with respect to Euro advances), as applicable). The applicable margin with respect to advances under the Barclays Funding Facility generally ranges between 1.90% and 2.65% (depending on the type of assets such advances relate to).

The obligations of Financing SPV under the Barclays Funding Facility are secured by all of the assets held by Financing SPV (the “Collateral”), including certain corporate loans and corporate debt securities that the Company has originated or acquired, or will originate or acquire, from time to time (the “Portfolio Investments”), to be sold, contributed or otherwise transferred by the Company to Financing SPV pursuant to the terms of the Sale and Contribution Agreement dated as of March 7, 2022 (the “Sale and Contribution Agreement” and, together with the Barclays Credit and Security Agreement, the “Barclays Agreements”) between the Company and Financing SPV, entered into in connection with the Barclays Funding Facility. Under the Barclays Agreements, the Company and Financing SPV, as applicable, have made customary representations and warranties regarding the Portfolio Investments, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on disposition of Portfolio Investments, reporting requirements and other customary requirements for similar revolving funding facilities.

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

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Borrowing interest expense	$	6,717		$	2,433		$	17,778		$	3,543
Facility unused commitment fees	63			233			492			684
Amortization of deferred financing costs	102			97			292			218
Total	$	6,882		$	2,763		$	18,562		$	4,445
Weighted average interest rate (excluding unused fees and financing costs)	7.49		%	4.31		%	7.16		%	3.72		%	(1)
Weighted average outstanding balance	$	350,929		$	220,967		$	327,535		$	164,659		(1)

(1) Calculated from the period from March 7, 2022 (closing date) through September 30, 2022.

For the three and nine months ended September 30, 2023, the Company borrowed $18,000 and $55,000 under the Barclays Funding Facility, respectively, and made $15,000 and $15,000 repayments under the Barclays Funding Facility. For the three and nine months ended September 30, 2022, the Company borrowed $80,788 and $280,788 under the Barclays Funding Facility, respectively, and made no repayments under the Barclays Funding Facility. As of September 30, 2023 and December 31, 2022, the Company had 343,940 and 303,998 of outstanding borrowings under the Barclays Funding Facility. As of September 30, 2023 and December 31, 2022, the Company had 56,060 and $96,002 of available capacity under the Barclays Funding Facility (subject to borrowing base restrictions).

BNP Funding Facility

On October 12, 2022, the Company entered into a Revolving Credit and Security Agreement (the “BNP Credit and Security Agreement”) with Financing SPV II, as the borrower, BNP Paribas (“BNP”), as the administrative agent and lender, the Company, as the equityholder and as the servicer, and State Street Bank and Trust Company, as collateral agent, pursuant to which BNP has agreed to extend credit to Financing SPV II in an aggregate principal amount up to $300,000 at any one time outstanding (the “BNP Funding Facility”).

The BNP Funding Facility is a revolving funding facility with a reinvestment period ending October 12, 2025 and a final maturity date of October 12, 2027. Subject to certain conditions, the reinvestment period and final maturity are both subject to a one-year extension. Advances under the BNP Funding Facility are available in US dollars, pound sterling, Euros or Canadian dollars, and subject to certain exceptions, the interest charged on the BNP Funding Facility is based on Term SOFR (USD), SONIA (GBP), EURIBOR (EUR), or CDOR (CAD), as applicable (or, if any such index is not available, a benchmark replacement), plus a margin of 2.70% during the reinvestment period and 3.20% following the reinvestment period, with an additional margin of 0.10% for non-US dollar advances.

48

The obligations of Financing SPV II under the BNP Funding Facility are secured by all of the assets held by Financing SPV II, including certain loans to be contributed or transferred by the Company to Financing SPV II pursuant to the terms of the Contribution Agreement (the “Contribution Agreement” and, together with the BNP Credit and Security Agreement, the “BNP Agreements”) between Financing SPV II and the Company entered into in connection with the BNP Funding Facility, pursuant to which the Company will sell to Financing SPV II certain loans it has originated or acquired, or will originate or acquire (the “Loans”) from time to time. Under the BNP Agreements, the Company and Financing SPV II, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities. The BNP Credit and Security Agreement includes usual and customary events of default for revolving funding facilities of this nature, including allowing BNP, upon a default, to accelerate and foreclose on the Loans and to pursue the rights under the Loans directly with the obligors thereof. In connection with the entry into the BNP Funding Facility, Financing SPV II also entered into various supporting documentation, including an account control agreement.

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

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023			September 30, 2022	September 30, 2023			September 30, 2022
Borrowing interest expense	$	1,410		N/A	$	5,929		N/A
Facility unused commitment fees	350			N/A	602			N/A
Amortization of deferred financing costs	168			N/A	500			N/A
Total	$	1,928		N/A	$	7,031		N/A
Weighted average interest rate (excluding unused fees and financing costs)	7.96		%	N/A	7.52		%	N/A
Weighted average outstanding balance	$	69,261		N/A	$	103,971		N/A

For the three and nine months ended September 30, 2023, the Company borrowed $21,500 and $39,500 and repaid $— and $100,000 under the BNP Funding Facility. For the three and nine months ended September 30, 2022, the Company made no borrowings or repayments under the BNP Funding Facility. As of September 30, 2023 and December 31, 2022, the Company had 77,500 and 138,000 of outstanding borrowings under the BNP Funding Facility. As of September 30, 2023 and December 31, 2022, the Company had $222,500 and 162,000 of available capacity under the BNP Funding Facility (subject to borrowing base restrictions).

JPM Funding Facility

On February 23, 2023, Financing SPV III, a wholly owned subsidiary of the Company, entered into a loan and security agreement (the “Loan and Security Agreement”) among Financing SPV III, as borrower, the Company, as parent and servicer, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator, U.S. Bank National Association, as securities intermediary, the lenders party thereto (collectively, the “JPM Lenders”), and JPMorgan Chase Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), pursuant to which the JPM Lenders have agreed to extend credit to Financing SPV III in an aggregate principal amount up to $500,000 at any one time outstanding.

The Loan and Security Agreement provides for a senior secured revolving credit facility of up to $500,000 (the “Maximum Commitment”) with a three-year reinvestment period (the “Availability Period”) and a stated maturity date of February 23, 2028. Subject to certain conditions, including Lender and Administrative Agent consent, at any time during the Availability Period, Financing SPV III may propose one or more increases in the Maximum Commitment. Advances under the Loan and Security Agreement will be denominated in U.S. dollars, pound sterling, Euros and/or Canadian dollars, with an interest rate based on Term SOFR (USD), SONIA (GBP), EURIBOR (EUR), or CDOR (CAD), as applicable (or, if any such index is not available, a benchmark replacement), plus a margin of 3.05% (with an additional margin of 0.1193% for pound sterling advances) (each, as defined in the Loan and Security Agreement).

The obligations of Financing SPV III under the Loan and Security Agreement are secured by all of the assets held by Financing SPV III, including certain loans the Company has originated or acquired (the “Loans”) that may from time to time be contributed or transferred by the Company to Financing SPV III pursuant to the terms of a Contribution Agreement, dated as of February 23, 2023 (the “Contribution Agreement” and together with the Loan and Security Agreement, the “JPM Agreements”), between the Company, as contributor, and Financing SPV III, as the contributee. Under the JPM Agreements, the Company and Financing SPV III, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on disposition of the Loans, reporting requirements and other customary requirements for similar revolving funding facilities.

49

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

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023			September 30, 2022	September 30, 2023 (1)			September 30, 2022
Borrowing interest expense	$	1,865		N/A	$	3,392		N/A
Facility unused commitment fees	979			N/A	2,090			N/A
Amortization of deferred financing costs	356			N/A	813			N/A
Total	$	3,200		N/A	$	6,295		N/A
Weighted average interest rate (excluding unused fees and financing costs)	8.34		%	N/A	8.18		%	N/A
Weighted average outstanding balance	$	87,478		N/A	$	67,832		N/A

(1) Calculated from the period from February 23, 2023 (closing date) through September 30, 2023.

For the three and nine months ended September 30, 2023, the Company borrowed $52,000 and $127,000 and made $10,000 and $10,000 repayments under the JPM Funding Facility. For the three and nine months ended September 30, 2022, the Company made no borrowings or repayments under the JPM Funding Facility. As of September 30, 2023, the Company had $383,000 of available capacity under the JPM Funding Facility (subject to borrowing base restrictions).

The Company’s outstanding debt obligations were as follows:

	September 30, 2023						December 31, 2022
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
CBA Subscription Facility	$	238,500	$	233,500	$	5,000	$	375,000	$	234,500	$	140,500
Barclays Funding Facility(1)	400,000		343,940		56,060		400,000		303,998		96,002
BNP Funding Facility	300,000		77,500		222,500		300,000		138,000		162,000
JPM Funding Facility	500,000		117,000		383,000		—		—		—
Total	$	1,438,500	$	771,940	$	666,560	$	1,075,000	$	676,498	$	398,502

(1) Under the Barclays Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2023 and December 31, 2022, the Company had borrowings denominated in Euros (EUR) of 6,600.

The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three and nine months ended September 30, 2023 was 7.45% and 7.11%. The combined weighted average debt of the aggregate borrowings outstanding for the three and nine months ended September 30, 2023 was $787,799 and $759,046.

The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three and nine months ended September 30, 2022 was 4.07% and 2.89%. The combined weighted average debt of the aggregate borrowings outstanding for the three and nine months ended September 30, 2022 was $551,712 and $427,871.

As of September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants and other requirements of each of the credit facilities.

(7)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 September 30, 2023 and December 31, 2022, the Company had $249,063 and $266,162 of unfunded commitments to fund delayed draw and revolving senior secured loans, respectively.

As of September 30, 2023 and December 31, 2022, the Company had $1,000,010 and $1,000,010 in total capital commitments from common unitholders, respectively, of which $265,000 and $415,010 were unfunded, respectively.

50

(8) Members’ Capital

The following table shows the components of net distributable earnings (accumulated losses) as shown on the Consolidated Statements of Financial Condition:

	As of
	September 30, 2023		December 31, 2022
Net distributable earnings (accumulated losses), beginning of period	$	(28,501)	$	(269)
Net investment income (loss)	68,163		44,449
Net realized gain (loss)	48		68
Net unrealized appreciation (depreciation)	13,419		(30,994)
Dividends declared	(67,085)		(41,918)
Tax reclassification of members' capital	—		163
Net distributable earnings (accumulated losses), end of period	$	(13,956)	$	(28,501)

The following table summarizes the total units issued and proceeds received from the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the nine months ended September 30, 2023:

Unit Issuance Date	Common Units Issued	Amount
May 12, 2023	5,235,602	$	100,000
September 29, 2023	2,613,696	50,000
Total	7,849,298	$	150,000

The following table summarizes the total units issued and proceeds received from the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the nine months ended September 30, 2022:

Unit Issuance Date	Common Units Issued	Amount
March 31, 2022	2,512,563	$	50,000
May 12, 2022	2,952,756	60,000
July 14, 2022	5,900,462	115,000
Total	11,365,781	$	225,000

The following table summarizes the Company’s distributions declared and payable for the nine months ended September 30, 2023:

Date Declared	Record Date	Payment Date	Per Unit Amount		Total Amount
March 28, 2023	March 28, 2023	April 06, 2023	$	0.65	$	20,779
June 27, 2023	June 27, 2023	July 06, 2023	0.57		21,837
September 26, 2023	September 26, 2023	October 03, 2023	0.62		24,469
Total Distributions			$	1.84	$	67,085

The following table summarizes the Company’s distributions declared and payable for the nine months ended September 30, 2022:

Date Declared	Record Date	Payment Date	Per Unit Amount		Total Amount
March 25, 2022	March 25, 2022	April 26, 2022	$	0.42	$	4,942
June 24, 2022	June 24, 2022	July 25, 2022	0.45		7,864
September 26, 2022	September 28, 2022	October 20, 2022	0.53		12,605
Total Distributions			$	1.40	$	25,411

The Company adopted an “opt out” distribution reinvestment plan (“DRIP”). As a result, unless unitholders elect to “opt out” of the DRIP, unitholders will have their cash dividends or distributions automatically reinvested in additional Common Units, rather than receiving cash. Unitholders who receive distributions in the form of Common Units will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those unitholders will not receive cash with which to pay any applicable taxes. Units issued under the DRIP will not reduce a unitholder’s outstanding capital commitment.

51

The following table summarizes the units issued to unitholders who participated in the DRIP for the nine months ended September 30, 2023 and the value of such units as of the payment dates:

Payment Date	DRIP Units Issued	DRIP Units Value
January 05, 2023	876,757	$	16,413
April 06, 2023	1,107,144	20,670
July 06, 2023	1,156,081	21,769
Total	3,139,982	$	58,852

The following table summarizes the units issued to unitholders who participated in the DRIP for the nine months ended September 30, 2022 and the value of such units as of the payment dates:

Payment Date	DRIP Units Issued	DRIP Units Value
January 24, 2022	20,652	$	414
April 26, 2022	244,829	4,942
July 25, 2022	402,464	7,845
Total	667,945	$	13,201

(9)Earnings Per Unit

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

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Net increase in Members' Capital from operations	$	36,971	$	1,351	$	81,630	$	2,905
Weighted average Common Units outstanding	39,460,275		22,842,001		35,787,336		16,944,657
Basic and diluted earnings (loss) per Common Unit	$	0.94	$	0.06	$	2.28	$	0.17

(10) Consolidated Financial Highlights

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

	For the Nine Months Ended
	September 30, 2023			September 30, 2022
Per Unit Data:(1)
Net asset value, beginning of period	$	18.72		$	19.98
Net investment income (loss)	1.90			1.58
Net unrealized and realized gain (loss)(2)	0.36			(1.23)
Net increase (decrease) in net assets resulting from operations	2.26			0.35
Dividends declared	(1.84)			(1.40)
Issuance of common units	—			0.01
Total increase (decrease) in net assets	0.42			(1.04)
Net asset value, end of period	$	19.14		$	18.94
Units outstanding, end of period	42,079,982			23,780,752
Total return based on net asset value(3)	12.54		%	1.76		%
Ratio/Supplemental Data:
Members' Capital, end of period	$	805,480		$	450,425
Weighted average units outstanding	35,787,336			16,944,657
Ratio of total expenses to average Members’ Capital(4)	10.94		%	6.04		%
Ratio of net investment income to average Members’ Capital(4)	13.63		%	10.49		%
Ratio of total contributed capital to total committed capital, end of period	73.50		%	46.00		%
Asset coverage ratio	204.34		%	168.05		%
Portfolio turnover rate	6.55		%	4.70		%

52

(1)	The per unit data was derived by using the weighted average units outstanding during the period, except otherwise noted.
(2)	The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.
(3)	Total return (not annualized) is calculated assuming a purchase of common units at the opening of the first day of the period and a sale on the closing of the last business day of the period. Distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company’s distribution reinvestment plan.
(4)	Amounts are annualized except for incentive fees, and organization and offering costs.

(11)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, except as disclosed below.

On October 4, 2023, Financing SPV III entered into an amendment (the “Amendment”) to the JPM Facility. The Amendment, among other things, (i) extended the non-call period and ramp-up period, (ii) modified the undrawn fee, and (iii) reduced the applicable margin from 3.05% to 2.85%. The other material terms of the JPM Facility remain unchanged.

On November 3, 2023, the Company and CBA, among others, entered into an amendment (the “Fourth Amendment”) to the CBA Subscription Facility. The Fourth Amendment, among other things, extends the maturity date of the CBA Subscription Facility to February 2, 2024 and allows for an additional 3 month extension at the end of such term, and increases the applicable margin to 190 basis or 90 basis points, as applicable, over the relevant rate. The Maximum Commitment (as defined in the CBA Subscription Facility), after giving effect to the Fourth Amendment is $238,500,000. The other material terms of the CBA Subscription Facility remain unchanged.

53

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per unit 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 T Series Middle Market Loan Fund LLC 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. 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;

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

•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 “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 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 business development company (“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,

54

2022, 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 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 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”). 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 private equity sponsors. 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”) in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criteria.

We invest primarily in directly originated senior secured term loans including first lien senior secured term loans and second lien senior secured term loans, 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”), 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 (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”) 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 unitholders and do not involve overreaching in respect of us or our unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our unitholders and is consistent with our investment objective and strategies.

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.

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 SOFR, or 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

55

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.

Expenses

Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees and incentive fees, to our Investment 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 MS Private Credit Administrative Services LLC (the “Administrator”) in performing its administrative obligations under the Administration Agreement (the “Administration Agreement”) between us and 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;

•costs associated with any private offerings of our common units (the “Common Units”), and any other securities offerings;

•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 expenses, incurred by the Investment Adviser, or members of its investment team or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing our rights;

•base management fees and any incentive fee 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;

•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 hedging;

•commissions and other compensation payable to brokers or dealers;

•any fees payable to rating agencies;

•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 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 unitholders (including printing and mailing costs), the costs of any unitholders’ 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;

•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;

56

•cost of winding up; and

•all other expenses incurred by either the Administrator or us in connection with administering our business.

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, INVESTMENT ACTIVITY AND RESULTS OF OPERATIONS

Portfolio as of September 30, 2023

We had investments in 118 portfolio companies across 26 industries. Based on fair value, approximately 99.9% of our debt portfolio was invested in debt bearing a floating interest rate, which are primarily subject to interest rate floors for the applicable interest rate. Weighted average total yield of investments in debt securities at amortized cost was 11.9%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2023.

Portfolio as of December 31, 2022

We had investments in 101 portfolio companies across 24 industries. Based on fair value, approximately 99.9% of our debt portfolio was invested in debt bearing a floating interest rate, which are primarily subject to interest rate floors for the applicable interest rate. 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.

Our portfolio as of September 30, 2023 and December 31, 2022 is presented below:

	As of
	September 30, 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	$	1,525,880	$	1,511,991	97.9	%	$	1,234,008	$	1,203,972	97.6	%
Second Lien Debt	20,850		16,944		1.1		17,085		16,071		1.3
Other Securities	15,062		15,440		1.0		13,840		14,102		1.1
Total	$	1,561,792	$	1,544,375	100.0	%	$	1,264,933	$	1,234,145	100.0	%

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

57

	As of and For the Three Months Ended
	September 30, 2023			September 30, 2022
New Investments Committed
Gross Principal Balance(1)	$	130,978		$	304,799
Less: Syndications	(2,727)			—
Net New Investments Committed	$	128,251		$	304,799
Investments, at Cost
Investments, beginning of period	$	1,473,450		$	843,869
New investments purchased	108,977			290,295
Net accretion of discount on investments	1,393			1,001
Payment-in-kind	889			13
Net realized gain (loss) on investments	22			—
Investments sold or repaid	(22,939)			(15,312)
Investments, end of period	$	1,561,792		$	1,119,866
Principal amount of investments funded
First lien debt	$	109,088		$	292,542
Second lien debt	2,500			300
Other securities(2)	388			2,475
Total	$	111,976		$	295,317
Amount of investments sold/fully repaid, at principal
First lien debt	$	5,646		$	10,161
Total	$	5,646		$	10,161
Weighted average yield on debt investments, at cost(3)	11.9		%	9.4		%
Weighted average yield on debt investments, at fair value(3)	12.1		%	9.6		%
Number of portfolio companies	118			90
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		%	—		%

(1)	Includes new investment commitments, excluding sale/repayments and including unfunded investment commitments.
(2)	Represents dollar amount of equity funded.
(3)	Computed as (a) the annual stated spread, plus applicable reference rate floor, as applicable, plus the annual accretion of discounts, as applicable, on accruing debt securities, 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.

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 1 — In the opinion of our Investment Adviser, investments in Category 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Category 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.

Category 2 — In the opinion of our Investment Adviser, investments in Category 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Category 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 2.

Category 3 — In the opinion of our Investment Adviser, investments in Category 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.

58

Category 4 — In the opinion of our Investment Adviser, investments in Category 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 4 investments, it is anticipated that we 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 as of September 30, 2023 and December 31, 2022 was as follows:

	September 30, 2023					December 31, 2022
	Fair Value		% of Portfolio		Number of Portfolio Companies	Fair Value		% of Portfolio		Number of Portfolio Companies
Risk rating 1	$	—	—	%	—	$	—	—	%	—
Risk rating 2	1,510,295		97.8		114	1,234,145		100.0		101
Risk rating 3	34,080		2.2		4	—		—		—
Risk rating 4	—		—		—	—		—		—
	$	1,544,375	100.0	%	118	$	1,234,145	100.0	%	101

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Total investment income	$	46,878	$	22,156	$	125,718	$	43,260
Less: Total expenses	21,363		8,765		57,555		16,458
Net investment income (loss) before taxes	25,515		13,391		68,163		26,802
Less: Excise tax expense	—		—		—		2
Net investment income (loss) after taxes	25,515		13,391		68,163		26,800
Net change in unrealized appreciation (depreciation)	11,431		(12,033)		13,419		(23,992)
Net realized gain (loss)	25		(7)		48		97
Net increase (decrease) in Members' Capital resulting from operations	$	36,971	$	1,351	$	81,630	$	2,905

Investment Income

Investment income was as follows:

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Investment income:
Interest income	$	44,449	$	21,254	$	120,624	$	41,126
Payment-in-kind interest income	863		19		1,521		29
Dividend income	334		225		844		394
Other income	1,232		658		2,729		1,711
Total Investment Income	$	46,878	$	22,156	$	125,718	$	43,260

Total investment income increased from $22,156 for the three months ended September 30, 2022 to $46,878 for the three months ended September 30, 2023. Total investment income increased from $43,260 for the nine months ended September 30, 2022 to $125,718 for the nine months ended September 30, 2023. The increases were primarily driven by our deployment of capital and rising SOFR rates of our floating-rate debt investments. The size of our investment portfolio at amortized cost increased from $1,119,866 as of September 30, 2022 to $1,561,792 as of September 30, 2023. Weighted average asset yield of debt investments at cost increased from 9.4% at September 30, 2022 to 11.9% at September 30, 2023. The amortized cost of a senior secured debt investment on non-accrual status as of September 30, 2023 was $12,246.

59

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.

Expenses

Expenses were as follows:

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Expenses:
Interest and other financing expenses	$	17,228	$	6,353	$	46,382	$	11,346
Management fees	888		503		2,413		1,216
Income based incentive fees	2,370		1,244		6,331		2,490
Capital gains incentive fees	—		—		—		—
Professional fees	433		322		1,287		774
Organization and offering costs	—		40		—		102
Directors' fees	51		51		154		154
Administrative service fees	—		—		—		5
General and other expenses	393		252		988		371
Total expenses	$	21,363	$	8,765	$	57,555	$	16,458
Excise tax expense	$	—	$	—	$	—	$	2

Interest Expense

Interest expense and other financing expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs, were $17,228 and $6,353 for the three months ended September 30, 2023 and September 30, 2022, respectively. The increase was primarily due to higher average borrowings outstanding over time and increased reference rates. For the three months ended September 30, 2023 and September 30, 2022, average borrowings outstanding were $787,799 and $551,712, respectively. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three months ended September 30, 2023 and September 30, 2022 were 7.45% and 4.07%, respectively.

Interest expense and other financing expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs, were $46,382 and $11,346 for the nine months ended September 30, 2023 and September 30, 2022, respectively. The increase was primarily due to higher average borrowings outstanding over time and increased reference rates. For the nine months ended September 30, 2023 and September 30, 2022, average borrowings outstanding were $759,046 and $427,871, respectively. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the nine months ended September 30, 2023 and September 30, 2022 were 7.11% and 2.89%, respectively.

Management Fees

Management fees, were $888 and $503 for the three months ended September 30, 2023 and September 30, 2022, and $2,413 and $1,216 for the nine months ended September 30, 2023 and September 30, 2022, respectively. The increase year-over-year was primarily due to an increase in capital called.

Incentive Fees

The incentive fee consists of two components: (1) income-based incentive fee and (2) capital gains incentive fee. The income-based incentive fees were $2,370 and $1,244 for the three months ended September 30, 2023 and September 30, 2022, and $6,331 and $2,490 for the nine months ended September 30, 2023 and September 30, 2022 respectively. The increase was primarily due to an increase in pre-incentive fee net investment income. The capital gains incentive fee were $0 and $0 for the three months ended September 30, 2023 and September 30, 2022, respectively as the Company was in a net unrealized loss position. The capital gains incentive fee was $0 and $0 for the nine months ended September 30, 2023 and September 30, 2022 as the Company was in a net unrealized loss position for the nine months ended September 30, 2023 and September 30, 2022. For more information on incentive fee, including terms thereof, see Note 3. “Related Party Transactions” in the Notes to Consolidated Financial Statements.

Professional Fees and Other Expenses

60

Professional fees include legal, audit, tax, valuation and other professional fees incurred related to the management of our Company. Other general and administrative expenses include insurance, filing, research, subscriptions and other costs.

For the three and nine months ended September 30, 2023, we incurred professional fees of $433 and $1,287, fees to independent directors of $51 and $154, other expenses of $393 and $988, respectively.

For the three and nine months ended September 30, 2022, we incurred professional fees of $322 and $774, fees to independent directors of $51 and $154, other expenses of $252 and $371, 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 unitholders 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 unitholders, which generally relieve us from corporate-level U.S. federal income taxes. We currently intend to make sufficient distributions each taxable year to satisfy the distribution requirements in order to avoid excise tax. For the three and nine months ended September 30, 2023, we incurred no U.S. federal excise tax. For the three and nine months ended September 30, 2022, we incurred $0 and $2, respectively, of U.S. federal excise taxes.

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

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss):
Non-controlled/non-affiliated investments	$	22	$	—	$	45	$	104
Foreign currency and other transactions	3		(7)		3		(7)
Net realized gain (loss)	25		(7)		48		97
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	11,439		(12,038)		13,428		(23,997)
Translation of assets and liabilities in foreign currencies	(8)		5		(9)		5
Net unrealized appreciation (depreciation)	11,431		(12,033)		13,419		(23,992)
Net realized and unrealized gains (losses)	$	11,456	$	(12,040)	$	13,467	$	(23,895)

Net realized gain on our investments for the three and nine months ended September 30, 2023, was $22 and $45, respectively, primarily driven by the sale of debt investments in our portfolio. Net realized gain on our investments for the three and nine months ended September 30, 2022, was $0 and $104, respectively, primarily driven by the sale of debt 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 and nine months ended September 30, 2023, net change in unrealized appreciation on our investments of $11,439 and $13,428 was primarily driven by the net increases of valuations of our debt and equity investments as a result of the changes in spreads in the primary and secondary markets. For the three and nine months ended September 30, 2022, net change in unrealized depreciation on our investments of $12,038 and $23,997 was primarily driven by the net decreases of valuations of our debt and equity investments in a widening credit spread environment and volatile markets.

For the three and nine months ended September 30, 2023, net change in unrealized depreciation on our investments of $211 and $57, respectively, due to foreign exchange rate fluctuations, were included in net change in unrealized appreciation (depreciation) from translation of assets and liabilities in foreign currencies. For the three and nine months ended September 30, 2022, net change in unrealized depreciation on our investments of $362 and $362, respectively, due to foreign exchange rate fluctuations, were included in net change in unrealized appreciation (depreciation) from translation of assets and liabilities in foreign currencies. See Note 5. “Fair Value Measurements” in the Notes to Consolidated Financial Statements.

61

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our Common Units, net borrowings from our credit facilities, and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of the private offering of our Common Units. Our primary use of cash are investments in portfolio companies, payments of our expenses and payment of cash distributions to our unitholders. As of September 30, 2023, we had four revolving credit facilities outstanding, as described in “—Debt” below. We may also from time to time enter into new credit facilities, increase the size of existing credit facilities or issue 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 September 30, 2023, we had approximately $49.4 million of cash, which taken together with our approximately $666.6 million of availability under our credit facilities (subject to borrowing base availability) and our approximately $265 million of uncalled capital commitments to purchase Common Units, or capital commitments, we expect to be sufficient for our investing activities and to conduct our operations in the near term. As of September 30, 2023, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments of $249.1 million.

Unregistered Sales of Equity Securities

As of September 30, 2023, we had received aggregate capital commitments of $1,000 million.

For the nine months ended September 30, 2023,we issued capital calls to our unitholders. As a result, the total Common Units issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements were as follows:

Unit Issuance Date	Common Units Issued	Amount
May 12, 2023	5,235,602	100,000
September 29, 2023	2,613,696	50,000
Total	7,849,298	$	150,000

For the nine months ended September 30, 2022, we issued capital calls to our unitholders. As a result, the total Common Units issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements were as follows:

Unit Issuance Date	Common Units Issued	Amount
March 31, 2022	2,512,563	$	50,000
May 12, 2022	2,952,756	60,000
July 14, 2022	5,900,462	115,000
Total	11,365,781	$	225,000

Distributions and Distribution Reinvestment

The following table summarizes our distributions declared and payable for the nine months ended September 30, 2023:

Date Declared	Record Date	Payment Date	Per Unit Amount		Distribution Yield(1)		Total Amount
March 28, 2023	March 28, 2023	April 06, 2023	$	0.65	13.8	%	$	20,779
June 27, 2023	June 27, 2023	July 06, 2023	0.57		13.1	%	21,837
September 26, 2023	September 26, 2023	October 03, 2023	0.62		13.1	%	24,469
Total Distributions			$	1.84			$	67,085

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

The following table summarizes our distributions declared and payable for the nine months ended September 30, 2022:

Date Declared	Record Date	Payment Date	Per Unit Amount		Distribution Yield(1)		Total Amount
March 25, 2022	March 25, 2022	April 26, 2022	$	0.42	8.5	%	$	4,942
June 24, 2022	June 24, 2022	July 25, 2022	0.45		9.8	%	7,864
September 26, 2022	September 28, 2022	October 20, 2022	0.53		11.2	%	12,605
Total Distributions			$	1.40			$	25,411

62

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

We have adopted an “opt out” distribution reinvestment plan (“DRIP”). As a result, if our Board of Directors authorizes, and we declare, a cash distribution, our unitholders will have their cash distributions automatically reinvested in additional units of same class of units to which the distribution relates unless they specifically “opt out” of the DRIP and elect to receive distributions in cash.

The following table summarizes the units issued to unitholders who participated in the DRIP for the nine months ended September 30, 2023 and the value of such units as of the payment dates:

Payment Date	DRIP Units Issued	DRIP Units Value
January 05, 2023	876,757	$	16,413
April 06, 2023	1,107,144	$	20,670
July 06, 2023	1,156,081	$	21,768
Total	3,139,982	$	58,851

The following table summarizes the units issued to unitholders who participated in the DRIP for the nine months ended September 30, 2022 and the value of such units as of the payment dates:

Payment Date	DRIP Units Issued	DRIP Units Value
January 24, 2022	20,652	$	414
April 26, 2022	244,829	4,942
July 25, 2022	402,464	7,845
Total	667,945	$	13,201

Debt

Our outstanding debt obligations were as follows:

	September 30, 2023						December 31, 2022
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
CBA Subscription Facility	$	238,500	$	233,500	$	5,000	$	375,000	$	234,500	$	140,500
Barclays Funding Facility(1)	400,000		343,940		56,060		400,000		303,998		96,002
BNP Funding Facility	300,000		77,500		222,500		300,000		138,000		162,000
JPM Funding Facility	500,000		117,000		383,000		—		—		—
Total	$	1,438,500	$	771,940	$	666,560	$	1,075,000	$	676,498	$	398,502

(1) Under the Barclays Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2023 and December 31, 2022, the Company had borrowings denominated in Euros (EUR) of 6.6 million.

See Note 6. “Debt” in the Notes to Consolidated Financial Statements.

RECENT DEVELOPMENTS

On October 4, 2023, T Series Financing III SPV LLC (“Financing SPV III”), our wholly owned subsidiary, entered into an amendment (the “Amendment”) to that certain Loan and Security Agreement, dated as of February 23, 2023 (the “JPM Facility”), by and among Financing SPV III, as the borrower, the Company, as the parent and the servicer, U.S. Bank Trust Company, National Association, as collateral agent and as collateral administrator, U.S. Bank National Association, as securities intermediary, the lenders party thereto, and JPMorgan Chase Bank, National Association, as administrative agent. The Amendment, among other things, (i) extended the non-call period and ramp-up period, (ii) modified the undrawn fee, and (iii) reduced the applicable margin from 3.05% to 2.85%. The other material terms of the JPM Facility remain unchanged.

On November 3, 2023, we entered into an amendment (the “Fourth Amendment”) of that certain Revolving Credit Agreement with the Commonwealth Bank of Australia (“CBA”), among others, initially dated November 5, 2021 (as amended, restated, supplemented or otherwise modified, including by the Fourth Amendment, the “CBA Subscription Facility”) with us, as the borrower, the lender parties thereto, and CBA as administrative agent, as lead arranger as the letter of credit issuer and as a lender. The Fourth Amendment, among other things, extends the maturity date of the CBA Subscription Facility to February 2, 2024 and allows for an additional 3 month extension at the end of such term, and increases the applicable margin to 190 basis or 90 basis points, as applicable, over the relevant rate. The Maximum Commitment (as defined in the CBA Subscription Facility), after giving effect to the Fourth Amendment is $238,500,000. The other material terms of the CBA Subscription Facility remain unchanged.

63

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 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 the financial statements in Part I, Item 1 of this Report, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in Part II, Item 7 of the Form 10-K, and “Risk Factors” in Part I, Item 1A of the 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; and

•the Administration Agreement.

See Note 3. “Related Party Transactions” in the Notes to Consolidated Financial Statements.

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. 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 Company’s Board of Directors, 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, 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 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 II, Item 1A. 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 this Report.

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 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 September 30, 2023, approximately 99.9% of our debt investments were at floating rates. Based on our Consolidated Statements of Financial Condition as of September 30, 2023, the following table shows the annualized impact on net income of hypothetical

64

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 September 30, 2023) (dollar amounts in thousands):

	Interest		Interest		Net
Basis Point Change - Interest Rates	Income		Expense		Income
Up 300 basis points	$	46,884	$	(23,154)	$	23,730
Up 200 basis points	$	31,256	$	(15,436)	$	15,820
Up 100 basis points	$	15,628	$	(7,718)	$	7,910
Down 100 basis points	$	(15,628)	$	7,718	$	(7,910)
Down 200 basis points	$	(31,256)	$	15,436	$	(15,820)
Down 300 basis points	$	(46,884)	$	23,154	$	(23,730)

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 September 30, 2023 (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 Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief 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.

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 ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

65

PART II

Item 1. Legal Proceedings

The Company, the Investment 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 Investment 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 and under Item 1A in our quarterly reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023, which could materially affect our business, financial condition and/or operating results. The risks disclosed below and disclosed in the Form 10-K and in our quarterly reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 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.

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.

Terrorist acts, acts of war, natural disasters, disease outbreaks, pandemics or other similar events may disrupt our operations, as well as the operations of our portfolio companies and our Adviser. Such acts have created, and continue to create, economic and political uncertainties and have contributed to recent global economic instability. For example, many countries have experienced outbreaks of infectious illnesses in recent decades, including polio, swine flu, avian influenza, SARS, coronaviruses and the monkeypox virus.

The Israel-Hamas war and the conflict between Russia and Ukraine, and resulting market volatility, could also adversely affect the Company’s business, operating results, and financial condition. The extent and duration or escalation of such conflicts, resulting sanctions and resulting future market disruptions are impossible to predict, but could be significant. Any disruptions resulting from such conflicts and any future conflict (including cyberattacks, espionage or the use or threatened use of nuclear weapons) or resulting from actual or threatened responses to such actions could cause disruptions to any of our portfolio companies located in Europe or the Middle East or that have substantial business relationships with companies in affected regions. It is not possible to predict the duration or extent of longer-term consequences of these conflicts, which could include further sanctions, retaliatory and escalating measures, embargoes, regional instability, geopolitical shifts and adverse effects on or involving macroeconomic conditions, the energy sector, supply chains, inflation, security conditions, currency exchange rates and financial markets around the globe. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

Market volatility has had a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment continue to be impacted by such events. In addition to these and any future developments potentially having adverse consequences for certain portfolio companies and other issuers in or through which we may invest and the value of our investments therein, the operations of the Adviser (including those relating to us) have been, and could continue to be, adversely impacted. Any of the foregoing events could materially and adversely affect our ability to source, manage and divest our investments and our ability to fulfill our investment objectives. Similar consequences could arise with respect to other comparable infectious diseases.

The extent to which the Coronavirus and/or other disease outbreaks or health pandemics may negatively affect our and our portfolio companies’ operating results, or the duration of any potential business or supply- chain disruption, is uncertain. These potential impacts, while uncertain, could adversely affect our operating results and the operating results of the portfolio companies in which we invest. There is a risk that any future disease outbreaks or health pandemics (including a recurrence of the Coronavirus) would impact our ability to achieve our investment objectives. Further, if a future pandemic occurs during a period when our investments are maturing, we may not be able to realize our investments within the Company’s term, or at all. In addition, future terrorist activities, military or security operations, natural disasters, disease outbreaks, pandemics or other similar events could weaken the domestic/global economies and create additional uncertainties, which may negatively impact our portfolio companies and, in turn, could have a material adverse impact on our business, operating results and financial condition.

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

Sales of Unregistered Securities

Refer to “Item 1. Consolidated Financial Statements—Notes to the Consolidated Financial Statements—Note 8. Members’ Capital” in this Report and our Current Report on Form 8-K filed on October 5, 2023 for issuance of our Common Units during the nine months

66

ended September 30, 2023. Such issuance was part of our private offering of Common Units pursuant to Section 4(a)(2) of the Securities Act and Regulation D thereunder.

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

During the fiscal quarter ended September 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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:

Exhibit	Description
10.1	Letter Re: Reduction of Commitment for Credit Facility for T Series Middle Market Loan Fund, dated as of September 29, 2023(1)
10.2	Amendment No 1 to Loan and Security Agreement dated as of October 4, 2023, among T Series Financing III SPV LLC, as borrower, T Series Middle Market Loan Fund LLC, as parent and servicer, the lenders party thereto, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator, U.S. Bank National Association, as securities intermediary, and JPMorgan Chase Bank, National Association, as administrative agent(2)
10.3*	Amendment No. 4 to Revolving Credit Agreement, dated as of November 3, 2023, by and among the Company, as Borrower (the Borrower and collectively with any additional Borrowers, including any Qualified Borrowers from time-to-time party hereto), Commonwealth Bank of Australia, as Administrative Agent, as Lead Arranger, as the Letter of Credit Issuer and as a Lender.(3)
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.

* Filed herewith

(1) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on October 5, 2023 (File No. 814-01453).

(2) Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed by the Company on October 5, 2023 (File No. 814-01453).

(3) Schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees

to furnish supplementally a copy of all omitted schedules to the SEC upon its request.

67

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.

	T Series Middle Market Loan Fund LLC
Dated: November 6, 2023	By:	/s/ Jeffrey S. Levin
		Jeffrey S. Levin Director and Chief Executive Officer (principal executive officer)
Dated: November 6, 2023	By:	/s/ Orit Mizrachi
		Orit Mizrachi Interim Chief Financial Officer (interim principal financial officer)

68