T Series Middle Market Loan Fund 10-Q 2024 Q1 Quarterly report

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________________________________________

FORM 10-Q               

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

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2024

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 May 14, 2024, the Registrant had 46,240,578 common units outstanding.

1

Table of Contents

T Series Middle Market Loan Fund LLC

TABLE OF CONTENTS

Part I. Financial Information
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Statements of Financial Condition	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Changes in Members’ Capital	5
	Consolidated Statements of Cash Flows	6
	Consolidated Schedules of Investments	8
	Notes to the Consolidated Financial Statements	42
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	58
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	66
Item 4.	Controls and Procedures	67
Part II. Other Information
Item 1.	Legal Proceedings	68
Item 1A.	Risk Factors	68
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	68
Item 3.	Defaults Upon Senior Securities	68
Item 4.	Mine Safety Disclosures	68
Item 5.	Other Information	68
Item 6.	Exhibits	68

SIGNATURES

2

T Series Middle Market Loan Fund LLC

Consolidated Statements of Financial Condition

(In thousands, except unit and per unit amounts)

	As of
	March 31, 2024		December 31, 2023
	(Unaudited)		(Audited)
Assets
Non-controlled/non-affiliated investments, at fair value (amortized cost of $1,748,996 and $1,705,090)	$	1,729,943	$	1,687,546
Cash	39,757		45,064
Deferred financing costs	13,123		12,626
Interest and dividend receivable from non-controlled/non-affiliated investments	13,064		13,025
Receivable for investments sold/repaid	114		156
Prepaid expenses and other assets	108		24
Total assets	1,796,109		1,758,441
Liabilities
Debt	894,079		881,241
Payable to affiliates (Note 3)	498		1,479
Dividends payable	27,771		27,744
Management fees payable	919		919
Income based incentive fees payable	2,614		2,632
Interest and other financing costs payable	13,014		12,445
Accrued expenses and other liabilities	2,542		2,002
Total liabilities	941,437		928,462
Commitments and Contingencies (Note 7)
Members' Capital
Common units (44,792,502 and 43,350,240 common units issued and outstanding)	45		43
Paid-in capital in excess of par value	871,232		843,615
Total distributable earnings (loss)	(16,605)		(13,679)
Total members' capital	$	854,672	$	829,979
Total liabilities and members' capital	$	1,796,109	$	1,758,441
Net asset value per unit	$	19.08	$	19.15

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

3

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
	March 31, 2024		March 31, 2023
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	50,880	$	35,507
Payment-in-kind	777		393
Dividend income	302		265
Other income	867		677
Total investment income	52,826		36,842
Expenses:
Interest and other financing expenses	19,915		12,636
Management fees	919		731
Income based incentive fees	2,614		1,944
Professional fees	576		390
Directors' fees	52		51
General and other expenses	594		155
Total expenses	24,670		15,907
Net investment income before taxes	28,156		20,935
Excise tax expense	16		—
Net investment income after taxes	28,140		20,935
Net realized and unrealized gain (loss) on investment transactions:
Realized gain (loss):
Non-controlled/non-affiliated investments	(1,939)		23
Foreign currency and other transactions	(1)		(6)
Net realized gain (loss)	(1,940)		17
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	(1,348)		(1,770)
Translation of assets and liabilities in foreign currencies	(7)		3
Net change in unrealized appreciation (depreciation)	(1,355)		(1,767)
Net realized and unrealized gain (loss)	(3,295)		(1,750)
Net increase (decrease) in members' capital resulting from operations	$	24,845	$	19,185
Net investment income (loss) per unit (basic and diluted)	$	0.63	$	0.66
Earnings (loss) per unit (basic and diluted)	$	0.56	$	0.60
Weighted average units outstanding:	44,744,954		31,928,491

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

4

T Series Middle Market Loan Fund LLC

Consolidated Statements of Changes in Members’ Capital (Unaudited)

(In thousands)

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Members' Capital at beginning of period:	$	829,979	$	582,083
Increase (decrease) in members’ capital resulting from operations:
Net investment income (loss)	28,140		20,935
Net realized gain (loss)	(1,940)		17
Net change in unrealized appreciation (depreciation)	(1,355)		(1,767)
Net increase (decrease) in members’ capital resulting from operations	24,845		19,185
Distributions to unitholders from:
Distributable earnings	(27,771)		(20,779)
Total distributions to unitholders	(27,771)		(20,779)
Capital transactions:
Issuance of common units	—		—
Reinvestment of dividends	27,619		16,413
Net increase in Members' Capital resulting from capital transactions	27,619		16,413
Total increase (decrease) in Members' Capital	24,693		14,819
Members' Capital at end of period	$	854,672	$	596,902
Distributions per share	$	0.62	$	0.65

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

5

T Series Middle Market Loan Fund LLC

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Cash flows from operating activities:
Net increase (decrease) in members' capital resulting from operations	$	24,845	$	19,185
Adjustments to reconcile net increase (decrease) in members' capital resulting from operations to net cash provided by (used in) operating activities
Net change in unrealized (appreciation) depreciation on investments	1,348		1,770
Net change in unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies	7		(3)
Net realized (gain) loss on investments	1,939		(23)
Net realized (gain) loss on foreign currency transactions	1		6
Net accretion of discount and amortization of premium on investments	(1,962)		(1,056)
Payment-in-kind interest and dividend capitalized	(1,453)		(550)
Amortization of deferred financing costs	1,121		590
Purchases of investments and change in payable for investments purchased	(104,737)		(134,325)
Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid	62,348		34,338
Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments	(39)		(686)
(Increase) decrease in prepaid expenses and other assets	(84)		(118)
(Decrease) increase in payable to affiliates	(981)		(201)
(Decrease) increase in management fees payable	—		78
(Decrease) increase in incentive fees payable	(18)		305
(Decrease) increase in interest payable	569		1,338
(Decrease) increase in accrued expenses and other liabilities	540		121
Net cash provided by (used in) operating activities	(16,556)		(79,231)
Cash flows from financing activities:
Borrowings on debt	44,000		118,000
Repayments on debt	(31,000)		(5,000)
Deferred financing costs paid	(1,618)		(6,305)
Tax withholding paid	(125)		(94)
Net cash provided by (used in) financing activities	11,257		106,601
Net increase (decrease) in cash	(5,299)		27,370
Effect of foreign exchange rate changes on cash	(8)		(3)
Cash at beginning of period	45,064		36,459
Cash at end of period	$	39,757	$	63,826

6

T Series Middle Market Loan Fund LLC

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

Supplemental information and non-cash activities:
Excise tax paid	$	106	$	77
Accrued but unpaid dividends	$	27,771	$	20,779
Interest expense paid	$	17,145	$	10,708
Dividend reinvestment paid	$	27,619	$	16,413
Non-cash purchases of investments	$	(15,186)	$	—
Non-cash sales of investments	$	15,186	$	—

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

7

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares(17)	Cost(3)		Fair Value		Percentage of Net Assets
First Lien Debt
Aerospace & Defense
Mantech International CP	(4) (6) (8)	S +	5.75%	11.06%	9/14/2029	16,871	$	16,596	$	16,871	1.97	%
Mantech International CP	(4) (6) (8) (14)	S +	5.75%	11.06%	9/14/2029	1,501	1,454		1,501		0.18
Mantech International CP	(4) (6) (14)	S +	5.75%	11.06%	9/14/2028	—	(39)		—		—
							18,011		18,372		2.15
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(4) (6) (9)	S +	5.75%	11.06%	6/11/2027	10,375	10,229		10,333		1.21
RoadOne IntermodaLogistics	(4) (5) (8)	S +	6.25%	11.56%	12/29/2028	336	327		330		0.04
RoadOne IntermodaLogistics	(4) (5) (14)	S +	6.25%	11.56%	12/29/2028	31	29		29		—
RoadOne IntermodaLogistics	(4) (5) (14)	S +	6.25%	11.56%	12/29/2028	4	2		3		—
							10,587		10,695		1.25
Automobile Components
Continental Battery Company	(4) (5) (10)	S +	7.00% (incl. 4.08% PIK)	12.46%	1/20/2027	6,267	6,191		5,126		0.60
Randy's Holdings, Inc.	(4) (5) (9)	S +	6.50%	11.81%	11/1/2028	12,230	11,929		12,230		1.43
Randy's Holdings, Inc.	(4) (5) (14)	S +	6.50%	11.81%	11/1/2028	495	441		495		0.06
Randy's Holdings, Inc.	(4) (5) (14)	S +	6.50%	11.81%	11/1/2028	435	398		435		0.05
Sonny's Enterprises, LLC	(4) (5) (8)	S +	6.75%	12.22%	8/5/2028	11,379	11,136		11,379		1.33
Sonny's Enterprises, LLC	(4) (5) (8) (14)	S +	6.75%	12.22%	8/5/2028	1,565	1,513		1,565		0.18
Sonny's Enterprises, LLC	(4) (5) (14)	S +	6.75%	12.22%	8/5/2028	—	(47)		—		—
							31,561		31,230		3.65
Automobiles
ARI Network Services, Inc.	(4) (6) (9)	S +	5.25%	10.68%	2/28/2025	14,051	13,962		13,864		1.62
COP Collisionright Parent, LLC	(4) (5) (8) (10)	S +	5.50%	10.82%	1/29/2030	6,386	6,261		6,261		0.73
COP Collisionright Parent, LLC	(4) (5) (14)	S +	5.50%	10.82%	1/29/2030	175	137		137		0.02
COP Collisionright Parent, LLC	(4) (5) (14)	S +	5.50%	10.82%	1/29/2030	154	134		134		0.02
LeadVenture, Inc.	(4) (6) (9)	S +	5.25%	10.68%	2/28/2026	33	32		32		—
Portfolio Group	(4) (5)	S +	6.00%	11.46%	12/2/2025	987	965		973		0.11
Summit Buyer, LLC	(4) (5) (8) (14)	S +	5.75%	11.00%	1/14/2027	3,831	3,726		3,510		0.41
Summit Buyer, LLC	(4) (14)	P +	4.25%	12.75%	1/14/2027	120	107		94		0.01
							25,324		25,005		2.92
Biotechnology
GraphPad Software, LLC	(4) (5) (9)	S +	5.50%	10.96%	4/27/2027	18,975	18,856		18,954		2.22
GraphPad Software, LLC	(4) (5) (8)	S +	5.50%	11.13%	4/27/2027	10,588	10,528		10,577		1.24
							29,384		29,531		3.46
Chemicals
Tank Holding Corp.	(6) (8) (9)	S +	5.75%	11.20%	3/31/2028	26,859	26,429		26,438		3.09

8

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares(17)	Cost(3)		Fair Value		Percentage of Net Assets
Tank Holding Corp.	(6) (14)	S +	5.75%	11.20%	3/31/2028	699	$	670	$	674	0.08	%
Tank Holding Corp.	(6) (14)	S +	5.75%	11.20%	3/31/2028	333	316		312		0.04
V Global Holdings, LLC	(4) (6) (9)	S +	5.75%	11.22%	12/22/2027	7,868	7,754		7,388		0.86
V Global Holdings, LLC	(4) (6) (14)	S +	5.75%	11.22%	12/22/2025	672	662		606		0.07
							35,831		35,418		4.14
Commercial Services & Supplies
Atlas Us Finco, Inc.	(4) (5) (9) (11)	S +	7.25%	12.55%	12/9/2029	10,855	10,645		10,722		1.25
Atlas Us Finco, Inc.	(4) (5) (9) (11)	S +	7.25%	12.55%	12/9/2029	6,180	6,019		6,180		0.72
Atlas Us Finco, Inc.	(4) (5) (11) (14)	S +	7.25%	12.55%	12/9/2028	—	(13)		—		—
BPG Holdings IV Corp.	(4) (6) (10)	S +	6.00%	11.31%	7/29/2029	8,449	7,975		8,294		0.97
Encore Holdings, LLC	(4) (6) (9)	S +	5.25%	10.65%	11/23/2028	1,218	1,202		1,218		0.14
Encore Holdings, LLC	(4) (6) (14)	S +	5.25%	10.65%	11/23/2028	2,368	2,327		2,359		0.28
Encore Holdings, LLC	(4) (6) (14)	S +	5.25%	10.65%	11/23/2027	—	(4)		—		—
Energy Labs Holdings Corp.	(4) (5) (8)	S +	5.25%	10.68%	4/7/2028	383	379		379		0.04
Energy Labs Holdings Corp.	(4) (5)	S +	5.25%	10.68%	4/7/2028	36	36		36		—
Energy Labs Holdings Corp.	(4) (5) (14)	S +	5.25%	10.68%	4/7/2028	17	17		17		—
FLS Holding, Inc.	(4) (5) (9) (11)	S +	5.25%	10.73%	12/15/2028	20,242	19,943		20,129		2.36
FLS Holding, Inc.	(4) (5) (8) (11)	S +	5.25%	10.73%	12/15/2028	4,746	4,677		4,720		0.55
FLS Holding, Inc.	(4) (5) (11) (14)	S +	5.25%	10.73%	12/17/2027	—	(24)		(11)		—
Helios Service Partners, LLC	(4) (5) (8)	S +	6.25%	11.81%	3/19/2027	2,674	2,618		2,650		0.31
Helios Service Partners, LLC	(4) (5) (14)	S +	6.00%	11.56%	3/19/2027	292	282		288		0.03
Iris Buyer, LLC	(4) (5) (10)	S +	6.25%	11.56%	10/2/2030	2,997	2,918		2,933		0.34
Iris Buyer, LLC	(4) (5) (10) (14)	S +	6.25%	11.56%	10/2/2030	283	273		273		0.03
Iris Buyer, LLC	(4) (5) (10) (14)	S +	6.25%	11.56%	10/2/2029	—	(11)		(9)		—
Helios Service Partners, LLC	(4) (5) (8) (14)	S +	6.25%	11.84%	3/19/2027	3,849	3,711		3,761		0.44
Procure Acquireco, Inc. (Procure Analytics)	(4) (6) (9)	S +	5.00%	10.49%	12/20/2028	19,395	19,110		19,278		2.26
Procure Acquireco, Inc. (Procure Analytics)	(4) (6)	S +	5.00%	10.49%	12/20/2028	958	943		953		0.11
Procure Acquireco, Inc. (Procure Analytics)	(4) (6) (14)	S +	5.00%	10.49%	12/20/2028	—	(16)		(7)		—
Sherlock Buyer Corp.	(4) (5) (9)	S +	5.75%	11.16%	12/8/2028	24,427	24,068		24,427		2.86
Sherlock Buyer Corp.	(4) (5) (14)	S +	5.75%	11.16%	12/8/2027	—	(35)		—		—
Surewerx Purchaser III, Inc.	(4) (6) (10) (11)	S +	6.75%	12.05%	12/28/2029	1,104	1,075		1,104		0.13
Surewerx Purchaser III, Inc.	(4) (6) (11) (14)	S +	6.75%	12.05%	12/28/2029	—	(4)		—		—
Surewerx Purchaser III, Inc.	(4) (6) (11) (14)	S +	6.75%	12.05%	12/28/2028	92	87		92		0.01

9

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares(17)	Cost(3)		Fair Value		Percentage of Net Assets
Sweep Purchaser, LLC	(4) (9)	S +	5.75% PIK	11.07%	6/30/2027	1,985	$	1,985	$	1,985	0.23	%
Sweep Purchaser, LLC	(4) (5) (9)	S +	5.75%	11.07%	6/30/2027	1,103	1,103		1,103		0.13
Tamarack Intermediate, LLC	(4) (6) (10)	S +	5.50%	10.97%	3/13/2028	15,217	14,994		14,938		1.75
Tamarack Intermediate, LLC	(4) (6) (14)	S +	5.50%	10.97%	3/13/2028	554	529		524		0.06
Tamarack Intermediate, LLC	(4) (6) (14)	S +	5.50%	10.97%	3/13/2028	—	(33)		(45)		(0.01)
Vensure Employer Services, Inc.	(4) (6) (8) (14)	S +	5.25%	10.57%	4/1/2027	1,273	1,234		1,225		0.14
VRC Companies, LLC	(4) (5) (8) (10)	S +	5.75%	11.07%	6/29/2027	34,259	33,917		34,259		4.01
VRC Companies, LLC	(4) (5) (14)	S +	5.75%	11.07%	6/29/2027	110	96		96		0.01
VRC Companies, LLC	(4) (5) (14)	S +	5.75%	11.07%	6/29/2027	—	—		—		—
							162,023		163,871		19.15
Construction & Engineering
Arcoro Holdings Corp.	(4) (5)	S +	5.50%	10.82%	3/28/2030	8,696	8,522		8,522		1.00
Arcoro Holdings Corp.	(4) (5) (14)	S +	5.50%	10.82%	3/28/2030	—	(26)		(26)		—
KPSKY Acquisition, Inc.	(4) (6) (8)	S +	5.25%	10.66%	10/19/2028	8,024	7,894		7,876		0.92
LJ Avalon Holdings, LLC	(4) (5) (8)	S +	6.25%	11.67%	2/1/2030	2,967	2,890		2,935		0.34
LJ Avalon Holdings, LLC	(4) (5) (14)	S +	6.25%	11.67%	2/1/2030	472	451		459		0.05
LJ Avalon Holdings, LLC	(4) (5) (14)	S +	6.25%	11.67%	2/1/2029	—	(12)		(5)		—
Superman Holdings, LLC	(4) (5) (8)	S +	6.13%	11.43%	8/31/2027	6,261	6,133		6,204		0.73
Superman Holdings, LLC	(4) (5) (14)	S +	6.13%	11.43%	8/31/2027	—	(15)		(13)		—
							25,837		25,952		3.04
Consumer Staples Distribution & Retail
PDI TA Holdings, Inc.	(4) (6) (8)	S +	5.50%	10.83%	2/3/2031	2,291	2,269		2,269		0.27
PDI TA Holdings, Inc.	(4) (6) (14)	S +	5.50%	10.83%	2/3/2031	—	(4)		(4)		—
PDI TA Holdings, Inc.	(4) (6) (14)	S +	5.50%	10.83%	2/3/2031	—	(3)		(3)		—
							2,262		2,262		0.27
Containers & Packaging
BP Purchaser, LLC	(4) (6) (9)	S +	5.50%	11.08%	12/11/2028	27,173	26,773		25,883		3.03
Distributors
48Forty Solutions, LLC	(4) (5) (8) (9)	S +	6.00%	11.43%	11/30/2026	25,533	25,178		22,277		2.61
48Forty Solutions, LLC	(4) (5) (14)	S +	6.00%	11.43%	11/30/2026	2,745	2,700		2,245		0.26
ABB Concise Optical Group, LLC	(4) (6) (9)	S +	7.50%	12.96%	2/23/2028	17,008	16,701		14,805		1.73
Avalara, Inc.	(4) (6) (8)	S +	7.25%	12.56%	10/19/2028	10,154	9,979		10,154		1.19
Avalara, Inc.	(4) (6) (14)	S +	7.25%	12.56%	10/19/2028	—	(17)		—		—
Bradyifs Holdings, LLC	(4) (5) (8)	S +	6.00%	11.31%	10/31/2029	6,982	6,849		6,890		0.81
Bradyifs Holdings, LLC	(4) (5) (14)	S +	6.00%	11.31%	10/31/2029	189	180		178		0.02
Bradyifs Holdings, LLC	(4) (5) (14)	S +	6.00%	11.31%	10/31/2029	—	(11)		(8)		—
PT Intermediate Holdings III, LLC	(4) (6) (8) (9) (10)	S +	5.98%	11.43%	11/1/2028	21,857	21,652		21,175		2.48

10

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares(17)	Cost(3)		Fair Value		Percentage of Net Assets
PT Intermediate Holdings III, LLC	(4) (6) (8) (9) (14)	S +	5.98%	11.43%	11/1/2028	10,241	$	10,153	$	9,881	1.16	%
							93,364		87,597		10.26
Diversified Consumer Services
Apex Service Partners, LLC	(4) (5) (8)	S +	7.00% (incl. 2.00% PIK)	12.32%	10/24/2030	22,114	21,712		21,716		2.54
Apex Service Partners, LLC	(4) (5) (8) (14)	S +	7.00% (incl. 2.00% PIK)	12.32%	10/24/2030	2,885	2,801		2,790		0.33
Apex Service Partners, LLC	(4) (5) (14)	S +	7.00% (incl. 2.00% PIK)	12.32%	10/24/2029	665	634		634		0.07
EVDR Purchaser, Inc.	(4) (6) (8)	S +	5.50%	10.83%	2/14/2031	1,082	1,061		1,061		0.12
EVDR Purchaser, Inc.	(4) (6) (14)	S +	5.50%	10.83%	2/14/2031	—	(3)		(3)		—
EVDR Purchaser, Inc.	(4) (6) (14)	S +	5.50%	10.83%	2/14/2031	74	71		71		0.01
FPG Intermediate Holdco, LLC	(4) (5) (9) (16)	S +	6.50%	12.18%	3/5/2027	9,945	9,807		9,018		1.06
Heartland Home Services	(4) (6) (8)	S +	5.75%	11.08%	12/15/2026	21,346	21,210		21,178		2.48
Lightspeed Solution, LLC	(4) (6) (10)	S +	6.50% (incl. 2.17% PIK)	11.84%	3/1/2028	15,919	15,702		15,884		1.86
Lightspeed Solution, LLC	(4) (6)	S +	6.50% (incl. 2.17% PIK)	11.84%	3/1/2028	1,050	1,034		1,047		0.12
LUV Car Wash Group, LLC	(4) (5) (8) (14)	S +	7.00%	12.32%	12/9/2026	9,154	9,096		9,145		1.07
Magnolia Wash Holdings	(4) (5) (10)	S +	6.50%	12.09%	7/14/2028	6,835	6,729		6,078		0.71
Magnolia Wash Holdings	(4) (5) (8)	S +	6.50%	12.09%	7/14/2028	1,460	1,438		1,298		0.15
Magnolia Wash Holdings	(4) (5) (14)	S +	6.50%	12.09%	7/14/2028	183	178		146		0.02
Project Accelerate Parent, LLC	(4) (6) (8)	S +	5.25%	10.58%	2/24/2031	1,313	1,299		1,300		0.15
Project Accelerate Parent, LLC	(4) (6) (14)	S +	5.25%	10.58%	2/24/2031	—	(2)		(2)		—
Spotless Brands, LLC	(4) (5) (9)	S +	6.50%	11.98%	7/25/2028	9,391	9,244		9,342		1.09
Spotless Brands, LLC	(4) (5) (8)	S +	6.50%	11.98%	7/25/2028	1,782	1,756		1,773		0.21
Spotless Brands, LLC	(4) (5) (14)	S +	6.50%	11.98%	7/25/2028	—	(4)		(2)		—
Vertex Service Partners, LLC	(4) (6) (8)	S +	5.50%	10.90%	11/8/2030	1,669	1,629		1,633		0.19
Vertex Service Partners, LLC	(4) (6) (14)	S +	5.50%	10.90%	11/8/2030	1,459	1,403		1,390		0.16
Vertex Service Partners, LLC	(4) (6) (14)	S +	5.50%	10.90%	11/8/2030	—	(10)		(9)		—
							106,785		105,488		12.34
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC	(4) (6) (9)	S +	6.00%	11.46%	7/6/2028	12,629	12,439		9,389		1.10
Abracon Group Holdings, LLC	(4) (6) (14)	S +	6.00%	11.46%	7/6/2028	—	(12)		(237)		(0.03)
Abracon Group Holdings, LLC	(4) (6)	S +	6.00%	11.46%	7/6/2028	841	829		625		0.07
Dwyer Instruments, Inc.	(4) (6) (8) (9) (10)	S +	5.75%	11.15%	7/21/2027	20,845	20,531		20,607		2.41
Dwyer Instruments, Inc.	(4) (6) (8) (14)	S +	5.75%	11.15%	7/21/2027	4,228	4,117		4,116		0.48
Dwyer Instruments, Inc.	(4) (6) (14)	S +	5.75%	11.15%	7/21/2027	—	(28)		(23)		—
Infinite Bidco, LLC	(4) (7) (8)	S +	6.25%	11.83%	3/2/2028	2,505	2,444		2,498		0.29

11

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares(17)	Cost(3)		Fair Value		Percentage of Net Assets
Magneto Components Buyco, LLC	(4) (6) (8) (10)	S +	6.00%	11.33%	12/5/2030	23,775	$	23,353	$	23,309	2.73	%
Magneto Components Buyco, LLC	(4) (6) (14)	S +	6.00%	11.33%	12/5/2030	—	(41)		(92)		(0.01)
Magneto Components Buyco, LLC	(4) (6) (14)	S +	6.00%	11.33%	12/5/2029	—	(68)		(77)		(0.01)
							63,564		60,115		7.03
Financial Services
Applitools, Inc.	(4) (6) (10) (11)	S +	6.25% PIK	11.58%	5/25/2029	7,663	7,574		7,505		0.88
Applitools, Inc.	(4) (6) (11) (14)	S +	6.25%	11.58%	5/25/2028	—	(13)		(19)		—
Cerity Partners, LLC	(4) (6) (10)	S +	6.75%	12.09%	7/30/2029	964	939		964		0.11
Cerity Partners, LLC	(4) (6) (8)	S +	6.75%	12.09%	7/30/2029	1,362	1,329		1,362		0.16
GC Waves Holdings, Inc.	(4) (6) (8)	S +	6.00%	10.68%	8/10/2029	2,646	2,599		2,608		0.31
GC Waves Holdings, Inc.	(4) (6) (8) (14)	S +	6.00%	10.68%	8/10/2029	1,196	1,026		1,085		0.13
GC Waves Holdings, Inc.	(4) (6) (14)	S +	6.00%	10.68%	8/10/2029	—	(7)		(5)		—
SitusAMC Holdings Corp.	(4) (6) (9)	S +	5.50%	10.90%	12/22/2027	21,935	21,777		21,935		2.57
Smarsh, Inc.	(4) (6) (9)	S +	5.75%	11.06%	2/16/2029	4,286	4,220		4,226		0.49
Smarsh, Inc.	(4) (6) (14)	S +	5.75%	11.06%	2/16/2029	536	524		521		0.06
Smarsh, Inc.	(4) (6) (14)	S +	5.75%	11.06%	2/16/2029	107	103		103		0.01
Trintech, Inc.	(4) (5) (8) (10)	S +	6.50%	11.83%	7/25/2029	23,215	22,791		22,887		2.68
Trintech, Inc.	(4) (5) (14)	S +	6.50%	11.83%	7/25/2029	571	536		543		0.06
							63,398		63,715		7.46
Health Care Equipment & Supplies
PerkinElmer U.S., LLC	(4) (5) (8) (10)	S +	6.75%	12.07%	3/13/2029	16,531	16,113		16,506		1.93
Tidi Legacy Products, Inc.	(4) (5) (8) (10)	S +	5.50%	10.83%	12/19/2029	3,079	3,019		3,030		0.35
Tidi Legacy Products, Inc.	(4) (5) (14)	S +	5.50%	10.83%	12/19/2029	—	(8)		(13)		—
Tidi Legacy Products, Inc.	(4) (5) (14)	S +	5.50%	10.83%	12/19/2029	—	(11)		(9)		—
YI, LLC	(4) (5) (8)	S +	5.75%	11.07%	12/3/2029	8,765	8,596		8,654		1.01
YI, LLC	(4) (5) (14)	S +	5.75%	11.07%	12/3/2029	—	(17)		(23)		—
YI, LLC	(4) (5) (14)	S +	5.75%	11.07%	12/3/2029	27	1		10		—
							27,693		28,155		3.29
Health Care Providers & Services
Advarra Holdings, Inc.	(4) (7) (10)	S +	5.25%	10.58%	8/24/2029	20,225	19,933		20,017		2.34
Advarra Holdings, Inc.	(4) (7) (14)	S +	5.25%	10.58%	8/24/2029	—	(13)		(19)		—
DCA Investment Holdings, LLC	(4) (6) (8) (10)	S +	6.50%	11.74%	4/3/2028	20,601	20,267		20,213		2.37
DCA Investment Holdings, LLC	(4) (6) (8)	S +	6.50%	11.74%	4/3/2028	3,279	3,227		3,217		0.38
Gateway US Holdings, Inc.	(4) (6) (10) (11)	S +	6.00%	11.45%	9/22/2026	5,247	5,218		5,247		0.61
Gateway US Holdings, Inc.	(4) (6) (8) (11)	S +	6.00%	11.45%	9/22/2026	1,479	1,471		1,479		0.17

12

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares(17)		Cost(3)		Fair Value		Percentage of Net Assets
Gateway US Holdings, Inc.	(4) (6) (11) (14)	S +	6.00%	11.45%	9/22/2026	—		$	(1)	$	—	—	%
Heartland Veterinary Partners, LLC	(4) (5) (9)	S +	4.75%	10.18%	12/10/2026	5,952		5,917		5,915		0.69
Heartland Veterinary Partners, LLC	(4) (5) (8)	S +	4.75%	10.18%	12/10/2026	13,476		13,402		13,393		1.57
Heartland Veterinary Partners, LLC	(4) (5) (14)	S +	4.75%	10.18%	12/10/2026	—		(6)		(8)		—
iCIMS, Inc.	(4) (6) (8) (9)	S +	7.25% (incl. 3.88% PIK)	12.55%	8/18/2028	7,258		7,169		7,258		0.85
iCIMS, Inc.	(4) (6) (14)	S +	7.25% (incl. 3.88% PIK)	12.55%	8/18/2028	—		(2)		—		—
iCIMS, Inc.	(4) (6) (14)	S +	7.25% (incl. 3.88% PIK)	12.55%	8/18/2028	10		9		10		—
Intelerad Medical Systems Incorporated	(4) (5) (9) (11)	S +	6.50%	11.96%	8/21/2026	13,065		12,809		12,513		1.46
Intelerad Medical Systems Incorporated	(4) (5) (11)	S +	6.50%	11.96%	8/21/2026	894		884		856		0.10
mPulse Mobile, Inc.	(4) (6) (9)	S +	6.50%	11.91%	12/17/2027	7,847		7,740		7,768		0.91
mPulse Mobile, Inc.	(4) (6) (8)	S +	6.50%	11.91%	12/17/2027	15,866		15,620		15,706		1.84
mPulse Mobile, Inc.	(4) (6) (14)	S +	6.50%	11.91%	12/17/2027	—		(62)		(51)		(0.01)
Pareto Health Intermediate Holdings, Inc.	(4) (5) (8)	S +	6.25%	11.55%	5/31/2030	23,048		22,627		22,984		2.69
Pareto Health Intermediate Holdings, Inc.	(4) (5) (14)	S +	6.25%	11.55%	5/31/2029	—		(47)		(8)		—
PPV Intermediate Holdings, LLC	(4) (6) (8)	S +	5.75%	11.09%	8/31/2029	16,485		15,905		16,254		1.90
PPV Intermediate Holdings, LLC	(4) (6) (14)	S +	5.75%	11.09%	8/31/2029	—		(28)		(23)		—
Stepping Stones Healthcare Services, LLC	(4) (6) (8)	S +	5.50%	10.91%	1/2/2029	4,288		4,241		4,245		0.50
Stepping Stones Healthcare Services, LLC	(4) (6) (14)	S +	5.50%	10.91%	1/2/2029	962		951		953		0.11
Stepping Stones Healthcare Services, LLC	(4) (6) (14)	S +	5.50%	10.91%	12/30/2026	—		(5)		(6)		—
Tivity Health, Inc.	(4) (6) (8)	S +	6.00%	11.31%	6/28/2029	2,679		2,647		2,679		0.31
Vardiman Black Holdings, LLC	(4) (7)	S +	7.00%	12.43%	3/18/2027	8,995		8,995		8,995		1.05
Vardiman Black Holdings, LLC	(4) (7) (14) (16)	S +	7.00%	12.43%	3/18/2027	—		(33)		(33)		—
Vermont Aus Pty Ltd.	(4) (6) (8) (10) (11)	S +	5.50%	10.96%	3/23/2028	12,495		12,269		12,311		1.44
								181,104		181,865		21.28
Health Care Technology
Hyland Software, Inc.	(4) (6) (10)	S +	6.00%	11.33%	9/19/2030	20,228		19,941		20,105		2.35
Hyland Software, Inc.	(4) (6) (14)	S +	6.00%	11.33%	9/19/2029	—		(13)		(6)		—
								19,928		20,099		2.35
Industrial Conglomerates
Aptean, Inc.	(4) (6) (8) (10)	S +	5.25%	10.57%	1/30/2031	17,453		17,281		17,281		2.02
Aptean, Inc.	(4) (6) (14)	S +	5.25%	10.57%	1/30/2031	153		137		137		0.02
Aptean, Inc.	(4) (6) (14)	S +	5.25%	10.57%	1/30/2031	—		(16)		(16)		—
Excelitas Technologies Corp.	(4) (6) (8) (9)	S +	5.75%	11.16%	8/13/2029	42,320		41,662		42,138		4.93
Excelitas Technologies Corp.	(4) (6) (8) (9)	E +	5.75%	9.65%	8/13/2029	€	6,604	6,722		7,102		0.83
Excelitas Technologies Corp.	(4) (6) (14)	S +	5.75%	11.16%	8/13/2029	—		(19)		(5)		—
Excelitas Technologies Corp.	(4) (6) (14)	S +	5.75%	11.16%	8/14/2028	2,673		2,620		2,657		0.31

13

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares(17)	Cost(3)		Fair Value		Percentage of Net Assets
Raptor Merger Sub Debt, LLC	(4) (6) (10)	S +	6.75%	12.05%	4/1/2028	32,151	$	31,349	$	32,151	3.76	%
Raptor Merger Sub Debt, LLC	(4) (6) (14)	S +	6.75%	12.05%	4/1/2028	489	434		489		0.06
							100,170		101,934		11.93
Insurance Services
Amerilife Holdings, LLC	(4) (6) (8)	S +	5.75%	11.08%	8/31/2029	17,027	16,751		16,882		1.98
Amerilife Holdings, LLC	(4) (6) (8) (14)	S +	5.75%	11.08%	8/31/2029	7,870	7,690		7,759		0.91
Amerilife Holdings, LLC	(4) (6) (14)	S +	5.75%	11.08%	8/31/2028	—	(54)		(31)		—
Foundation Risk Partners Corp.	(4) (6) (8) (10)	S +	6.00%	11.79%	10/29/2028	6,342	6,200		6,342		0.74
Foundation Risk Partners Corp.	(4) (6) (8)	S +	6.00%	11.79%	10/29/2028	8,291	8,161		8,291		0.97
Galway Borrower, LLC	(4) (6) (8) (10)	S +	5.25%	10.67%	9/29/2028	13,414	13,182		13,090		1.53
Galway Borrower, LLC	(4) (6) (14)	S +	5.25%	10.67%	9/29/2028	—	(88)		(253)		(0.03)
Galway Borrower, LLC	(4) (6) (14)	S +	5.25%	10.67%	9/29/2028	70	63		59		0.01
Higginbotham Insurance Agency, Inc.	(4) (5) (9)	S +	5.50%	10.93%	11/24/2028	3,618	3,592		3,618		0.42
Higginbotham Insurance Agency, Inc.	(4) (5) (8) (14)	S +	5.50%	10.93%	11/24/2028	10,014	9,934		10,011		1.17
High Street Buyer, Inc.	(4) (6) (8) (14)	S +	5.25%	10.56%	4/14/2028	15,710	15,390		15,390		1.80
Inszone Mid, LLC	(4) (5) (8) (10)	S +	5.75%	10.98%	11/12/2029	6,912	6,780		6,799		0.80
Inszone Mid, LLC	(4) (5) (14)	S +	5.75%	10.98%	11/12/2029	1,749	1,636		1,583		0.19
Inszone Mid, LLC	(4) (5) (14)	S +	5.75%	10.98%	11/12/2029	—	(24)		(21)		—
Integrity Marketing Acquisition, LLC	(4) (6) (8) (9) (10)	S +	6.00%	11.34%	8/27/2026	18,675	18,497		18,472		2.16
Integrity Marketing Acquisition, LLC	(4) (6) (8) (10)	S +	6.00%	11.34%	8/27/2026	15,835	15,705		15,668		1.83
Integrity Marketing Acquisition, LLC	(4) (6) (14)	S +	6.00%	11.34%	8/27/2026	—	(17)		(5)		—
Keystone Agency Investors	(4) (5) (9) (10)	S +	5.50%	10.95%	5/3/2027	9,010	8,919		8,909		1.04
Keystone Agency Investors	(4) (5) (10)	S +	5.50%	10.95%	5/3/2027	10,630	10,525		10,511		1.23
Long Term Care Group, Inc.	(4) (6) (9) (16)	S +	7.00% (incl. 7.00% PIK)	12.57%	9/8/2027	11,945	11,789		9,867		1.15
Patriot Growth Insurance Services, LLC	(4) (6) (8)	S +	5.50%	10.95%	10/14/2028	4,472	4,406		4,446		0.52
Peter C. Foy & Associates Insurance Services, LLC	(4) (6) (8) (10)	S +	6.00%	11.45%	11/1/2028	3,405	3,353		3,388		0.40
Peter C. Foy & Associates Insurance Services, LLC	(4) (6) (8) (9) (14)	S +	6.00%	11.45%	11/1/2028	13,458	13,325		13,325		1.56
RSC Acquisition, Inc.	(4) (6) (9) (10)	S +	5.50%	10.96%	11/1/2029	23,403	23,241		23,312		2.73
RSC Acquisition, Inc.	(4) (6) (10) (14)	S +	5.50%	10.96%	11/1/2029	455	447		452		0.05
Summit Acquisition, Inc.	(4) (6) (8)	S +	6.75%	12.06%	5/1/2030	14,462	14,074		14,462		1.69
Summit Acquisition, Inc.	(4) (6) (14)	S +	6.75%	12.06%	5/1/2030	—	(42)		—		—
Summit Acquisition, Inc.	(4) (6) (14)	S +	6.75%	12.06%	5/1/2029	—	(41)		—		—
World Insurance Associates, LLC	(4) (5) (8) (9) (10)	S +	6.00%	11.32%	4/3/2028	37,975	37,466		36,946		4.32
							250,860		249,272		29.17

14

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares(17)	Cost(3)		Fair Value		Percentage of Net Assets
Interactive Media & Services
Triple Lift, Inc.	(4) (7) (8)	S +	5.75%	11.23%	5/5/2028	4,655	$	4,589	$	4,361	0.51	%
IT Services
Catalis Intermediate, Inc.	(4) (6) (9)	S +	5.50%	10.95%	8/4/2027	23,577	23,195		22,731		2.66
Catalis Intermediate, Inc.	(4) (6) (8)	S +	5.50%	10.95%	8/4/2027	5,305	5,229		5,114		0.60
Catalis Intermediate, Inc.	(4) (6) (14)	S +	5.50%	10.95%	8/4/2027	986	944		884		0.10
Donuts, Inc.	(4) (5) (10)	S +	6.00%	11.53%	12/29/2027	11,638	11,638		11,638		1.36
Redwood Services Group, LLC	(4) (6) (9)	S +	6.25%	11.66%	12/31/2025	7,878	7,790		7,878		0.92
Redwood Services Group, LLC	(4) (6) (8) (14)	S +	6.25%	11.66%	12/31/2025	4,542	4,482		4,539		0.53
							53,278		52,784		6.17
Machinery
Answer Acquisition, LLC	(4) (5) (8) (9)	S +	5.75%	11.20%	12/30/2026	24,580	24,280		24,350		2.85
Answer Acquisition, LLC	(4) (5) (14)	S +	5.75%	11.20%	12/30/2026	913	880		888		0.10
Chase Intermediate, LLC	(4) (14)	S +	5.25%	10.95%	10/30/2028	—	(37)		(96)		(0.01)
Chase Intermediate, LLC	(4) (14)	S +	5.25%	10.95%	10/30/2028	—	(3)		(4)		—
MHE Intermediate Holdings, LLC	(4) (5) (8) (9)	S +	6.00%	11.53%	7/21/2027	9,749	9,666		9,687		1.13
MHE Intermediate Holdings, LLC	(4) (5) (8)	S +	6.00%	11.53%	7/21/2027	1,963	1,938		1,963		0.23
							36,724		36,788		4.30
Multi-Utilities
AWP Group Holdings, Inc.	(4) (5) (10)	S +	5.50%	10.90%	12/24/2029	9,478	8,969		9,380		1.10
AWP Group Holdings, Inc.	(4) (5) (14)	S +	5.50%	10.90%	12/24/2029	91	73		71		0.01
AWP Group Holdings, Inc.	(4) (5) (14)	S +	5.50%	10.90%	12/24/2029	211	198		204		0.02
							9,240		9,655		1.13
Pharmaceuticals
Caerus US 1, Inc.	(4) (6) (8) (11)	S +	5.75%	11.06%	5/25/2029	8,032	7,901		8,032		0.94
Caerus US 1, Inc.	(4) (6) (11) (14)	S +	5.75%	11.06%	5/25/2029	519	505		519		0.06
Caerus US 1, Inc.	(4) (6) (11) (14)	S +	5.75%	11.06%	5/25/2029	—	(14)		—		—
							8,392		8,551		1.00
Professional Services
Bridgepointe Technologies, LLC	(4) (5) (8)	S +	6.50%	11.96%	12/31/2027	4,737	4,609		4,672		0.55
Bridgepointe Technologies, LLC	(4) (5) (8) (14)	S +	6.50%	11.96%	12/31/2027	2,046	1,885		1,970		0.23
GPS Merger Sub, LLC	(4) (5) (10)	S +	6.00%	11.32%	10/2/2029	2,107	2,068		2,072		0.24
GPS Merger Sub, LLC	(4) (5) (14)	S +	6.00%	11.32%	10/2/2029	—	(5)		(9)		—
GPS Merger Sub, LLC	(4) (5) (14)	S +	6.00%	11.32%	10/2/2029	—	(8)		(7)		—
KENG Acquisition, Inc.	(4) (5) (8)	S +	6.25%	11.56%	8/1/2029	2,470	2,413		2,445		0.29
KENG Acquisition, Inc.	(4) (5) (14)	S +	6.25%	11.56%	8/1/2029	307	282		289		0.03

15

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares(17)	Cost(3)		Fair Value		Percentage of Net Assets
KENG Acquisition, Inc.	(4) (5) (14)	S +	6.25%	11.56%	8/1/2029	75	$	60	$	69	0.01	%
KWOR Acquisition, Inc.	(4) (5) (8) (9)	S +	5.25%	10.68%	12/22/2028	16,230	16,037		16,068		1.88
KWOR Acquisition, Inc.	(4) (5) (14)	S +	5.25%	10.68%	12/22/2028	949	915		914		0.11
KWOR Acquisition, Inc.	(4) (14)	P +	4.25%	12.75%	12/22/2027	1,034	1,017		1,015		0.12
Project Boost Purchaser, LLC	(4) (6) (10)	S +	5.25%	10.59%	5/2/2029	8,076	8,014		8,076		0.94
Project Boost Purchaser, LLC	(4) (6) (14)	S +	5.25%	10.59%	5/2/2029	—	(5)		—		—
Project Boost Purchaser, LLC	(4) (6) (14)	S +	5.25%	10.59%	5/2/2028	—	(4)		—		—
							37,278		37,574		4.40
Real Estate Management & Development
Associations, Inc.	(4) (5) (10)	S +	6.50% (incl. 2.50% PIK)	12.09%	7/2/2027	5,345	5,311		5,303		0.62
Associations, Inc.	(4) (5) (8) (14)	S +	6.50% (incl. 2.50% PIK)	12.09%	7/2/2027	5,318	5,284		5,276		0.62
MRI Software, LLC	(4) (5) (8) (10)	S +	5.50%	10.90%	2/10/2027	9,594	9,577		9,555		1.12
MRI Software, LLC	(4) (5) (8) (10)	S +	5.50%	10.90%	2/10/2027	5,920	5,904		5,895		0.69
MRI Software, LLC	(4) (5) (14)	S +	5.50%	10.90%	2/10/2027	—	(8)		(8)		—
MRI Software, LLC	(4) (5) (14)	S +	5.50%	10.90%	2/10/2027	—	(2)		(4)		—
Zarya Intermediate, LLC	(4) (5) (9) (11)	S +	6.50%	11.84%	7/1/2027	27,237	27,237		27,038		3.16
Zarya Intermediate, LLC	(4) (5) (11) (14)	S +	6.50%	11.84%	7/1/2027	—	—		(21)		—
							53,303		53,034		6.21
Software
Anaplan, Inc.	(4) (6) (8) (10)	S +	6.50%	11.81%	6/21/2029	21,679	21,375		21,679		2.54
Appfire Technologies, LLC	(4) (5) (8)	S +	5.50%	10.95%	3/9/2027	612	610		606		0.07
Appfire Technologies, LLC	(4) (5) (14)	S +	5.50%	10.95%	3/9/2027	—	(6)		(7)		—
Appfire Technologies, LLC	(4) (14)	P +	4.50%	13.00%	3/9/2027	28	27		27		—
Bottomline Technologies, Inc.	(4) (6) (10)	S +	5.75%	11.08%	5/14/2029	18,419	18,121		18,382		2.15
Bottomline Technologies, Inc.	(4) (6) (14)	S +	5.75%	11.08%	5/15/2028	—	(18)		—		—
Coupa Holdings, LLC	(4) (6) (8)	S +	7.50%	12.81%	2/27/2030	17,712	17,320		17,603		2.06
Coupa Holdings, LLC	(4) (6) (14)	S +	7.50%	12.81%	2/27/2030	—	(7)		(4)		—
Coupa Holdings, LLC	(4) (6) (14)	S +	7.50%	12.81%	2/27/2029	—	(11)		(3)		—
Cyara AcquisitionCo, LLC	(4) (5) (8)	S +	6.75% (incl. 2.75% PIK)	12.06%	6/28/2029	13,386	13,061		13,187		1.54
Cyara AcquisitionCo, LLC	(4) (5) (14)	S +	6.75% (incl. 2.75% PIK)	12.06%	6/28/2029	—	(21)		(13)		—
E-Discovery AcquireCo, LLC	(4) (5) (8)	S +	6.50%	11.84%	8/29/2029	6,955	6,794		6,855		0.80
E-Discovery AcquireCo, LLC	(4) (5) (14)	S +	6.50%	11.84%	8/29/2029	—	(14)		(9)		—
Formstack Acquisition Co	(4) (5)	S +	5.25%	10.57%	3/28/2030	12,500	12,313		12,312		1.44
Formstack Acquisition Co	(4) (5) (14)	S +	5.25%	10.57%	3/28/2030	—	(38)		(38)		—
Formstack Acquisition Co	(4) (5) (14)	S +	5.25%	10.57%	3/28/2030	—	(38)		(38)		—
Fullsteam Operations, LLC	(4) (5) (8)	S +	8.25%	13.73%	11/27/2029	4,250	4,128		4,219		0.49

16

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares(17)	Cost(3)		Fair Value		Percentage of Net Assets
Fullsteam Operations, LLC	(4) (5) (14)	S +	8.25%	13.73%	11/27/2029	1,003	$	953	$	981	0.11	%
Fullsteam Operations, LLC	(4) (5) (14)	S +	8.25%	13.73%	11/27/2029	—	(7)		(2)		—
Granicus, Inc.	(4) (6) (8) (10)	S +	5.25%	10.62%	1/17/2031	12,699	12,576		12,576		1.47
Granicus, Inc.	(4) (6) (14)	S +	5.25%	10.62%	1/17/2031	—	(11)		(11)		—
Granicus, Inc.	(4) (6) (14)	S +	5.25%	10.62%	1/17/2031	—	(17)		(17)		—
GS AcquisitionCo, Inc.	(4) (5) (8)	S +	5.00%	10.30%	5/25/2028	7,552	7,515		7,552		0.88
GS AcquisitionCo, Inc.	(4) (5) (14)	S +	5.00%	10.30%	5/25/2028	—	(10)		(10)		—
GS AcquisitionCo, Inc.	(4) (5) (14)	S +	5.00%	10.30%	5/25/2028	—	(7)		—		—
Icefall Parent, Inc.	(4) (5) (9)	S +	6.50%	11.80%	1/25/2030	5,314	5,210		5,210		0.61
Icefall Parent, Inc.	(4) (5) (14)	S +	6.50%	11.80%	1/25/2030	—	(10)		(10)		—
Kaseya, Inc.	(4) (6) (10)	S +	6.00% (incl. 2.50% PIK)	11.31%	6/25/2029	10,463	10,339		10,460		1.22
Kaseya, Inc.	(4) (6) (14)	S +	6.00% (incl. 2.50% PIK)	11.31%	6/25/2029	39	35		38		—
Kaseya, Inc.	(4) (6) (14)	S +	6.00% (incl. 2.50% PIK)	11.31%	6/25/2029	158	151		158		0.02
LegitScript, LLC	(4) (6) (10)	S +	5.75%	11.08%	6/24/2029	19,048	18,743		18,932		2.22
LegitScript, LLC	(4) (6) (14)	S +	5.75%	11.08%	6/24/2029	504	461		472		0.06
LegitScript, LLC	(4) (6) (14)	S +	5.75%	11.08%	6/24/2028	719	676		700		0.08
Matrix Parent, Inc.	(4) (6) (12)	S +	5.00%	10.50%	3/1/2029	497	369		313		0.04
Montana Buyer, Inc.	(4) (6) (10)	S +	5.75%	11.08%	7/22/2029	8,551	8,410		8,517		1.00
Montana Buyer, Inc.	(4) (14)	P +	4.75%	13.25%	7/22/2028	140	126		136		0.02
Netwrix Corporation And Concept Searching, Inc.	(4) (6) (8)	S +	5.00%	10.38%	6/11/2029	5,049	5,012		4,998		0.58
Netwrix Corporation And Concept Searching, Inc.	(4) (6) (14)	S +	5.00%	10.38%	6/11/2029	75	74		74		0.01
Netwrix Corporation And Concept Searching, Inc.	(4) (6) (14)	S +	5.00%	10.38%	6/11/2029	—	(2)		(3)		—
Oak Purchaser, Inc.	(4) (6) (8)	S +	5.50%	10.81%	4/28/2028	4,777	4,740		4,684		0.55
Oak Purchaser, Inc.	(4) (6) (8) (14)	S +	5.50%	10.81%	4/28/2028	3,102	3,078		3,070		0.36
Oak Purchaser, Inc.	(4) (6) (14)	S +	5.50%	10.81%	4/28/2028	—	(4)		(6)		—
Project Leopard Holdings, Inc.	(7) (9) (11)	S +	5.25%	10.66%	7/20/2029	9,875	9,312		9,090		1.06
Revalize, Inc.	(4) (5) (8) (9)	S +	5.75%	11.21%	4/15/2027	11,605	11,543		10,912		1.28
Revalize, Inc.	(4) (5) (14)	S +	5.75%	11.21%	4/15/2027	355	347		270		0.03
Riskonnect Parent, LLC	(4) (6) (8) (10)	S +	5.50%	10.82%	12/7/2028	6,282	6,167		6,167		0.72
Riskonnect Parent, LLC	(4) (6) (8) (14)	S +	5.50%	10.82%	12/7/2028	1,168	1,146		1,149		0.13
Riskonnect Parent, LLC	(4) (6) (14)	S +	5.50%	10.82%	12/7/2028	—	(18)		(18)		—
Securonix, Inc.	(4) (6) (10)	S +	6.00%	11.33%	4/5/2028	21,010	20,741		19,945		2.33
Securonix, Inc.	(4) (6) (14)	S +	6.00%	11.33%	4/5/2028	—	(44)		(192)		(0.02)
Trunk Acquisition, Inc.	(4) (5) (9)	S +	5.75%	11.21%	2/19/2027	11,200	11,131		11,036		1.29
Trunk Acquisition, Inc.	(4) (5) (14)	S +	5.75%	11.21%	2/19/2026	—	(5)		(16)		—
							232,316		231,913		27.14

17

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Interest Rate(2)	Maturity Date	Par Amount/ Shares(17)	Cost(3)		Fair Value		Percentage of Net Assets
Wireless Telecommunication Services
Mobile Communications America, Inc.	(4) (5) (10)	S +	6.00%	11.31%	10/16/2029	2,546	$	2,511	$	2,523	0.30	%
Mobile Communications America, Inc.	(4) (5) (14)	S +	6.00%	11.31%	10/16/2029	—	(6)		(8)		—
Mobile Communications America, Inc.	(4) (5) (14)	S +	6.00%	11.31%	10/16/2029	—	(6)		(4)		—
							2,499		2,511		0.30
Total First Lien Debt							$	1,712,078	$	1,703,630	199.33	%
Second Lien Debt
Commercial Services & Supplies
Sweep Midco LLC	(4) (5) (9) (15)				3/12/2036	1,686	$	—	$	—	—	%
Sweep Midco LLC	(4) (5) (9) (15)				3/12/2034	580	290		290		0.03
							290		290		0.03
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(7) (8)	S +	7.00%	12.57%	3/2/2029	1,800	1,557		1,513		0.18
Infinite Bidco, LLC	(7) (8)	S +	7.00%	10.56%	3/2/2029	2,500	2,169		2,102		0.25
							3,726		3,615		0.42
Health Care Providers & Services
Heartland Veterinary Partners, LLC	(4) (5) (9)	S +	8.00%	13.43%	12/10/2027	2,520	2,486		2,477		0.29
Heartland Veterinary Partners, LLC	(4) (5) (8)	S +	8.00%	13.43%	12/10/2027	980	966		963		0.11
							3,452		3,440		0.40
Software
Matrix Parent, Inc.	(4) (7) (12)	S +	8.00%	13.53%	3/1/2030	10,880	10,504		—		—
Total Second Lien Debt							$	17,972	$	7,345	0.86	%
Other Investments
Unsecured Debt
Fetch Insurance Services, LLC	(4)			12.75% (incl. 3.75% PIK)	10/31/2027	1,658	$	1,622	$	1,609	0.19	%
Total Unsecured Debt							$	1,622	$	1,609	0.19	%

18

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread		Acquisition Date	Par Amount/ Shares(17)	Cost(3)		Fair Value		Percentage of Net Assets
Preferred Equity
Integrity Marketing Acquisition, LLC	(4) (13)		10.50%	12/21/2021	1,000,000	$	1,250	$	1,240	0.15	%
Knockout Intermediate Holdings I, Inc.	(4) (13)		11.75%	6/25/2022	2,040	2,387		2,389		0.28
Revalize, Inc.	(4) (13)	S+	10.00%	12/14/2021	2,154	2,738		2,716		0.32
RSK Holdings, Inc. (Riskonnect)	(4) (13)	S+	10.50%	7/7/2022	2,123,800	2,576		2,672		0.31
Vardiman Black Holdings, LLC	(4) (13)		6.00% PIK	3/29/2024	4,415,744	2,813		2,813		0.33
Total Preferred Equity						$	11,764	$	11,830	1.39	%
Common Equity
Amerilife Holdings, LLC	(4) (13)			9/1/2022	14,856	$	410	$	536	0.06	%
BP Purchaser, LLC	(4) (13)			12/10/2021	1,383,156	1,378		1,105		0.13
BP Purchaser, LLC Rights	(4) (13)			3/12/2024	1,250,241	57		57		0.01
Encore Holdings, LLC	(4) (13)			11/23/2021	1,728	215		430		0.05
Frisbee Holdings, LP (Fetch)	(4) (13)			10/31/2022	18,287	233		233		0.03
Fullsteam Operations, LLC	(4) (13)			11/27/2023	11,270	380		380		0.04
LUV Car Wash	(4) (13)			4/6/2022	1,260	1,260		785		0.09
mPulse Mobile, Inc.	(4) (13)			12/17/2021	105,978	780		968		0.11
Procure Acquiom Financial, LLC (Procure Analytics)	(4) (13)			12/20/2021	500,000	500		650		0.08
Reveal Data Solutions	(4) (13)			8/29/2023	186,769	243		263		0.03
SDB Holdco, LLC	(4) (13)			3/29/2024	9,100,924	—		—		—
Surewerx Topco, LP	(4) (11) (13)			12/28/2022	104	104		122		0.01
Total Common Equity						$	5,560	$	5,529	0.64	%
Total Other Securities						$	18,946	$	18,968	2.22	%
Total Portfolio Investments						$	1,748,996	$	1,729,943	202.41	%

19

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

(1)	Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments (including preferred equity investments) are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of March 31, 2024, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of March 31, 2024, the Company is not an “affiliated person” of any of its portfolio companies.
(2)	Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR ("E"), SOFR ("S") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of March 31, 2024. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at March 31, 2024. As of March 31, 2024, the reference rates for our variable rate loans were the 3-month E at 3.89%, the 1-month S at 5.33%, the 3-month S at 5.30%; 6-month S at 5.22%, 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 (as defined below). See Note 6 “Debt”.
(9)	Assets or a portion thereof are pledged as collateral for the Barclays Funding Facility (as defined below). See Note 6 “Debt”.
(10)	Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined below). 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 March 31, 2024 non-qualifying assets represented 7.10% of total assets as calculated in accordance with regulatory requirements.
(12)	Investment was on non-accrual status as of March 31, 2024.
(13)	Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities.” As of March 31, 2024, the aggregate fair value of these securities is $17,359 or 2.03% 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 March 31, 2024:

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
48Forty Solutions, LLC	Revolver	11/30/2026	$	1,176	$	(150)
AWP Group Holdings, Inc.	Delayed Draw Term Loan	8/1/2025	1,822		(19)
AWP Group Holdings, Inc.	Revolver	12/24/2029	517		(5)
Abracon Group Holdings, LLC	Delayed Draw Term Loan	7/6/2024	926		(237)
Advarra Holdings, Inc.	Delayed Draw Term Loan	8/26/2024	1,851		(19)
Amerilife Holdings, LLC	Delayed Draw Term Loan	8/31/2024	5,025		(43)
Amerilife Holdings, LLC	Revolver	8/31/2028	3,688		(31)
Answer Acquisition, LLC	Revolver	12/30/2026	1,837		(17)
Apex Service Partners, LLC	Delayed Draw Term Loan	10/24/2025	2,377		(43)
Apex Service Partners, LLC	Revolver	10/24/2029	1,086		(20)
Appfire Technologies, LLC	Delayed Draw Term Loan	6/13/2024	752		(7)
Appfire Technologies, LLC	Revolver	3/9/2027	94		(1)

20

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Applitools, Inc.	Revolver	5/25/2028	$	900	$	(19)
Aptean, Inc.	Delayed Draw Term Loan	1/30/2026	3,000		(15)
Aptean, Inc.	Revolver	1/30/2031	1,618		(16)
Arcoro Holdings Corp.	Revolver	3/28/2030	1,304		(26)
Associations, Inc.	Delayed Draw Term Loan	6/10/2024	44		—
Atlas Us Finco, Inc.	Revolver	12/9/2028	572		—
Avalara, Inc.	Revolver	10/19/2028	1,015		—
Bottomline Technologies, Inc.	Revolver	5/15/2028	1,333		—
Bradyifs Holdings, LLC	Delayed Draw Term Loan	10/31/2025	582		(8)
Bradyifs Holdings, LLC	Revolver	10/31/2029	593		(8)
Bridgepointe Technologies, LLC	Delayed Draw Term Loan	4/1/2025	3,402		(47)
COP Collisionright Parent, LLC	Delayed Draw Term Loan	1/29/2030	3,529		(36)
COP Collisionright Parent, LLC	Revolver	1/29/2030	883		(17)
Caerus US 1, Inc.	Delayed Draw Term Loan	10/28/2024	652		—
Caerus US 1, Inc.	Revolver	5/25/2029	854		—
Catalis Intermediate, Inc.	Revolver	8/4/2027	1,877		(67)
Chase Intermediate, LLC	Delayed Draw Term Loan	8/31/2025	4,148		(96)
Chase Intermediate, LLC	Revolver	10/30/2028	207		(4)
Coupa Holdings, LLC	Delayed Draw Term Loan	8/27/2024	699		(4)
Coupa Holdings, LLC	Revolver	2/27/2029	536		(3)
Cyara AcquisitionCo, LLC	Revolver	6/28/2029	887		(13)
Dwyer Instruments, Inc.	Delayed Draw Term Loan	12/22/2025	4,860		(66)
Dwyer Instruments, Inc.	Revolver	7/21/2027	2,125		(23)
E-Discovery AcquireCo, LLC	Revolver	8/29/2029	632		(9)
EVDR Purchaser, Inc.	Delayed Draw Term Loan	10/2/2024	309		(3)
EVDR Purchaser, Inc.	Revolver	2/14/2031	111		(2)
Encore Holdings, LLC	Delayed Draw Term Loan	3/28/2026	991		(9)
Encore Holdings, LLC	Revolver	11/23/2027	359		—
Energy Labs Holdings Corp.	Revolver	4/7/2028	46		—
Excelitas Technologies Corp.	Delayed Draw Term Loan	8/12/2024	1,204		(5)
Excelitas Technologies Corp.	Revolver	8/14/2028	939		(4)
FLS Holding, Inc.	Revolver	12/17/2027	1,922		(11)
Formstack Acquisition Co	Delayed Draw Term Loan	3/30/2026	5,000		(38)
Formstack Acquisition Co	Revolver	3/28/2030	2,500		(38)
Fullsteam Operations, LLC	Delayed Draw Term Loan	5/27/2025	498		(4)
Fullsteam Operations, LLC	Delayed Draw Term Loan	11/27/2025	430		(3)
Fullsteam Operations, LLC	Delayed Draw Term Loan	8/25/2025	836		(6)
Fullsteam Operations, LLC	Delayed Draw Term Loan	2/23/2026	209		(2)

21

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Fullsteam Operations, LLC	Revolver	11/27/2029	$	238	$	(2)
GC Waves Holdings, Inc.	Delayed Draw Term Loan	12/31/2024	6,551		(94)
GC Waves Holdings, Inc.	Revolver	8/10/2029	382		(5)
GPS Merger Sub, LLC	Delayed Draw Term Loan	10/2/2025	546		(9)
GPS Merger Sub, LLC	Revolver	10/2/2029	437		(7)
GS AcquisitionCo, Inc.	Delayed Draw Term Loan	3/26/2026	4,075		(10)
GS AcquisitionCo, Inc.	Revolver	5/25/2028	1,384		—
Galway Borrower, LLC	Delayed Draw Term Loan	2/2/2026	135		(1)
Galway Borrower, LLC	Delayed Draw Term Loan	4/28/2024	10,468		(252)
Galway Borrower, LLC	Revolver	9/29/2028	361		(8)
Gateway US Holdings, Inc.	Revolver	9/22/2026	213		—
Granicus, Inc.	Delayed Draw Term Loan	1/17/2026	1,897		(10)
Granicus, Inc.	Revolver	1/17/2031	1,797		(17)
Heartland Veterinary Partners, LLC	Revolver	12/10/2026	1,211		(8)
Helios Service Partners, LLC	Revolver	3/19/2027	212		(2)
Higginbotham Insurance Agency, Inc.	Delayed Draw Term Loan	3/27/2026	529		(3)
High Street Buyer, Inc.	Delayed Draw Term Loan	2/4/2025	11,756		(180)
High Street Buyer, Inc.	Delayed Draw Term Loan	3/11/2026	578		(6)
Hyland Software, Inc.	Revolver	9/19/2029	961		(6)
Icefall Parent, Inc.	Revolver	1/25/2030	506		(10)
Inszone Mid, LLC	Delayed Draw Term Loan	11/10/2025	8,400		(138)
Inszone Mid, LLC	Revolver	11/12/2029	1,269		(21)
Integrity Marketing Acquisition, LLC	Revolver	8/27/2026	472		(5)
Iris Buyer, LLC	Delayed Draw Term Loan	10/2/2030	146		(3)
Iris Buyer, LLC	Revolver	10/2/2029	429		(9)
KENG Acquisition, Inc.	Delayed Draw Term Loan	8/1/2025	1,568		(15)
KENG Acquisition, Inc.	Revolver	8/1/2029	600		(6)
KWOR Acquisition, Inc.	Delayed Draw Term Loan	6/22/2024	2,540		(25)
KWOR Acquisition, Inc.	Revolver	12/22/2027	796		(8)
Kaseya, Inc.	Delayed Draw Term Loan	6/23/2025	587		—
Kaseya, Inc.	Revolver	6/25/2029	469		—
LJ Avalon Holdings, LLC	Delayed Draw Term Loan	8/1/2024	740		(8)
LJ Avalon Holdings, LLC	Revolver	2/1/2029	486		(5)
LUV Car Wash Group, LLC	Delayed Draw Term Loan	4/15/2024	956		(1)
LegitScript, LLC	Delayed Draw Term Loan	6/24/2024	4,753		(29)
LegitScript, LLC	Revolver	6/24/2028	2,276		(14)
MRI Software, LLC	Delayed Draw Term Loan	12/19/2025	1,708		(8)
MRI Software, LLC	Revolver	2/10/2027	734		(3)

22

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
MRI Software, LLC	Revolver	2/10/2027	$	171	$	(1)
Magneto Components Buyco, LLC	Delayed Draw Term Loan	6/5/2025	4,716		(93)
Magneto Components Buyco, LLC	Revolver	12/5/2029	3,930		(77)
Magnolia Wash Holdings	Revolver	7/14/2028	150		(17)
Mantech International CP	Delayed Draw Term Loan	9/14/2024	2,735		—
Mantech International CP	Revolver	9/14/2028	2,613		—
Mobile Communications America, Inc.	Delayed Draw Term Loan	10/16/2025	823		(8)
Mobile Communications America, Inc.	Revolver	10/16/2029	412		(4)
Montana Buyer, Inc.	Revolver	7/22/2028	838		(3)
Netwrix Corporation And Concept Searching, Inc.	Delayed Draw Term Loan	6/10/2024	36		—
Netwrix Corporation And Concept Searching, Inc.	Revolver	6/11/2029	316		(3)
Oak Purchaser, Inc.	Delayed Draw Term Loan	4/28/2028	230		(2)
Oak Purchaser, Inc.	Revolver	4/28/2028	620		(6)
Orion Group Holdco, LLC	Delayed Draw Term Loan	4/28/2028	1,193		(11)
Orion Group Holdco, LLC	Delayed Draw Term Loan	4/28/2028	3,465		(41)
PDI TA Holdings, Inc.	Delayed Draw Term Loan	4/28/2028	869		(4)
PDI TA Holdings, Inc.	Revolver	2/3/2031	260		(3)
PPV Intermediate Holdings, LLC	Delayed Draw Term Loan	8/31/2025	6,105		(23)
PT Intermediate Holdings III, LLC	Delayed Draw Term Loan	9/2/2024	1,042		(21)
Pareto Health Intermediate Holdings, Inc.	Revolver	6/1/2029	2,713		(8)
Peter C. Foy & Associates Insurance Services, LLC	Delayed Draw Term Loan	10/19/2024	1,955		(3)
Procure Acquireco, Inc. (Procure Analytics)	Revolver	12/20/2028	1,190		(7)
Project Accelerate Parent, LLC	Revolver	2/24/2031	188		(2)
Project Boost Purchaser, LLC	Delayed Draw Term Loan	5/2/2024	842		—
Project Boost Purchaser, LLC	Revolver	5/2/2028	642		—
RSC Acquisition, Inc.	Delayed Draw Term Loan	2/14/2025	320		(1)
Randy's Holdings, Inc.	Delayed Draw Term Loan	11/1/2024	3,633		—
Randy's Holdings, Inc.	Revolver	11/1/2028	1,216		—
Raptor Merger Sub Debt, LLC	Revolver	4/1/2029	1,953		—
Redwood Services Group, LLC	Delayed Draw Term Loan	1/31/2025	4		—
Redwood Services Group, LLC	Delayed Draw Term Loan	2/5/2026	278		(2)
Revalize, Inc.	Revolver	4/15/2027	1,064		(64)
Riskonnect Parent, LLC	Delayed Draw Term Loan	7/22/2024	3,656		—
Riskonnect Parent, LLC	Delayed Draw Term Loan	3/1/2025	231		(2)
Riskonnect Parent, LLC	Revolver	12/7/2028	914		(18)
RoadOne IntermodaLogistics	Delayed Draw Term Loan	6/30/2024	56		(1)
RoadOne IntermodaLogistics	Revolver	12/29/2028	63		(1)
Securonix, Inc.	Revolver	4/5/2028	3,782		(192)

23

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Sherlock Buyer Corp.	Revolver	12/8/2027	$	2,876	$	—
Smarsh, Inc.	Delayed Draw Term Loan	2/18/2025	536		(7)
Smarsh, Inc.	Revolver	2/16/2029	161		(2)
Sonny's Enterprises, LLC	Delayed Draw Term Loan	11/5/2024	932		—
Sonny's Enterprises, LLC	Revolver	8/5/2027	2,399		—
Spotless Brands, LLC	Revolver	7/25/2028	304		(2)
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	625		(6)
Summit Acquisition, Inc.	Delayed Draw Term Loan	11/1/2024	3,230		—
Summit Acquisition, Inc.	Revolver	5/1/2029	1,615		—
Summit Buyer, LLC	Delayed Draw Term Loan	8/25/2025	4,146		(167)
Summit Buyer, LLC	Revolver	1/14/2027	529		(21)
Superman Holdings, LLC	Delayed Draw Term Loan	5/1/2025	1,488		(14)
Surewerx Purchaser III, Inc.	Delayed Draw Term Loan	6/28/2024	229		—
Surewerx Purchaser III, Inc.	Revolver	12/28/2028	125		—
Tamarack Intermediate, LLC	Delayed Draw Term Loan	10/6/2025	1,095		(20)
Tamarack Intermediate, LLC	Revolver	3/13/2028	2,475		(45)
Tank Holding Corp.	Delayed Draw Term Loan	5/22/2024	859		(14)
Tank Holding Corp.	Revolver	3/31/2028	1,000		(16)
Tidi Legacy Products, Inc.	Delayed Draw Term Loan	6/19/2025	812		(13)
Tidi Legacy Products, Inc.	Revolver	12/19/2029	585		(9)
Trintech, Inc.	Revolver	7/25/2029	1,429		(20)
Trunk Acquisition, Inc.	Revolver	2/19/2026	1,071		(16)
V Global Holdings, LLC	Revolver	12/22/2025	420		(26)
VRC Companies, LLC	Delayed Draw Term Loan	8/15/2025	892		(13)
VRC Companies, LLC	Revolver	6/29/2027	293		—
Vardiman Black Holdings, LLC	Delayed Draw Term Loan	3/29/2026	1,104		(33)
Vensure Employer Services, Inc.	Delayed Draw Term Loan	11/8/2025	3,153		(34)
Vertex Service Partners, LLC	Delayed Draw Term Loan	11/8/2025	1,755		(37)
Vertex Service Partners, LLC	Revolver	11/8/2030	433		(9)
YI, LLC	Delayed Draw Term Loan	12/3/2029	1,831		(23)
YI, LLC	Revolver	12/3/2029	1,345		(17)
Zarya Intermediate, LLC	Revolver	7/1/2027	2,807		(20)
iCIMS, Inc.	Delayed Draw Term Loan	8/18/2025	331		—
iCIMS, Inc.	Revolver	8/18/2028	145		—
mPulse Mobile, Inc.	Revolver	12/17/2027	4,996		(50)
Total First Lien Debt Unfunded Commitments			$	249,173	$	(3,374)
Total Unfunded Commitments			$	249,173	$	(3,374)

24

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments (Unaudited)

March 31, 2024

(In thousands)

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

\

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

25

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 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%	11.13%	9/14/2029	17,420	$	17,126	$	17,420	2.10	%
Mantech International CP	(4) (6) (14)	S +	5.75%	11.13%	9/14/2029	1,504	1,455		1,504		0.18
Mantech International CP	(4) (6) (14)	S +	5.75%	11.13%	9/14/2028	—	(41)		—		—
							18,540		18,924		2.28
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(4) (6) (9)	S +	5.75%	11.18%	6/11/2027	10,402	10,245		10,326		1.24
Omni Intermediate Holdings, LLC	(4) (5) (8) (9)	S +	5.00%	10.54%	12/30/2026	22,097	21,948		21,052		2.54
Omni Intermediate Holdings, LLC	(4) (5) (8) (14)	S +	5.00%	10.54%	12/30/2026	2,317	2,298		2,203		0.27
Omni Intermediate Holdings, LLC	(4) (14)	P +	4.00%	12.50%	12/30/2025	1,545	1,534		1,451		0.17
RoadOne IntermodaLogistics	(4) (5) (8)	S +	6.25%	11.61%	12/29/2028	337	328		331		0.04
RoadOne IntermodaLogistics	(4) (5) (14)	S +	6.25%	11.61%	12/29/2028	31	29		29		—
RoadOne IntermodaLogistics	(4) (5) (14)	S +	6.25%	11.61%	12/29/2028	4	2		3		—
							36,384		35,395		4.26
Automobile Components
Continental Battery Company	(4) (5) (10)	S +	6.75% (incl. 4.08% PIK)	12.34%	1/20/2027	6,204	6,122		5,165		0.62
Randy's Holdings, Inc.	(4) (5) (9)	S +	6.50%	11.87%	11/1/2028	12,261	11,947		12,220		1.47
Randy's Holdings, Inc.	(4) (5) (14)	S +	6.50%	11.87%	11/1/2028	—	(50)		(14)		—
Randy's Holdings, Inc.	(4) (5) (14)	S +	6.50%	11.87%	11/1/2028	477	437		471		0.06
Sonny's Enterprises, LLC	(4) (5) (8)	S +	6.75%	12.28%	8/5/2028	11,408	11,154		11,408		1.37
Sonny's Enterprises, LLC	(4) (5) (14)	S +	6.75%	12.28%	8/5/2028	1,065	1,011		1,065		0.13
Sonny's Enterprises, LLC	(4) (5) (14)	S +	6.75%	12.28%	8/5/2027	—	(51)		—		—
							30,570		30,315		3.65
Automobiles
ARI Network Services, Inc.	(4) (6) (9)	S +	5.25%	10.60%	2/28/2025	14,087	13,973		13,952		1.68
Portfolio Group	(4) (5) (14)	S +	6.00%	11.59%	12/2/2025	989	938		966		0.12
Summit Buyer, LLC	(4) (5) (14)	S +	5.75%	11.26%	1/14/2026	2,358	2,257		2,167		0.26
Summit Buyer, LLC	(4) (14)	P +	4.75%	13.25%	1/14/2026	—	(14)		(16)		—
							17,154		17,069		2.06
Biotechnology
GraphPad Software, LLC	(4) (5) (9)	S +	5.50%	11.22%	4/27/2027	19,024	18,896		18,951		2.28
GraphPad Software, LLC	(4) (5) (14)	S +	5.50%	11.13%	4/27/2027	10,588	10,523		10,548		1.27
							29,419		29,499		3.55
Chemicals
Tank Holding Corp.	(4) (6) (8) (9)	S +	5.75%	11.21%	3/31/2028	26,927	26,475		25,807		3.11
Tank Holding Corp.	(4) (6) (14)	S +	5.75%	11.21%	3/31/2028	524	496		494		0.06
Tank Holding Corp.	(6) (14)	S +	5.75%	11.21%	3/31/2028	356	337		296		0.04

26

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 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%	11.21%	12/22/2027	7,888	$	7,768	$	7,729	0.93	%
V Global Holdings, LLC	(4) (6) (14)	S +	5.75%	11.21%	12/22/2025	448	436		426		0.05
							35,512		34,752		4.19
Commercial Services & Supplies
Atlas Us Finco, Inc.	(4) (5) (9) (11)	S +	6.75%	12.11%	12/9/2029	6,180	6,014		6,180		0.74
Atlas Us Finco, Inc.	(4) (5) (11) (14)	S +	6.75%	12.11%	12/9/2028	—	(14)		—		—
BPG Holdings IV Corp.	(4) (6) (10)	S +	6.00%	11.36%	7/29/2029	8,471	7,979		8,272		1.00
Encore Holdings, LLC	(4) (6) (9)	S +	4.50%	10.45%	11/23/2028	1,221	1,204		1,221		0.15
Encore Holdings, LLC	(4) (6)	S +	4.50%	10.45%	11/23/2028	2,374	2,341		2,374		0.29
Encore Holdings, LLC	(4) (6) (14)	S +	4.50%	10.45%	11/23/2027	—	(4)		—		—
Energy Labs Holdings Corp.	(4) (5) (8)	S +	5.25%	10.71%	4/7/2028	384	379		379		0.05
Energy Labs Holdings Corp.	(4) (5)	S +	5.25%	10.71%	4/7/2028	36	36		36		—
Energy Labs Holdings Corp.	(4) (5) (14)	S +	5.25%	10.71%	4/7/2028	23	23		23		—
FLS Holding, Inc.	(4) (5) (9) (11)	S +	5.25%	10.77%	12/15/2028	20,293	19,981		20,172		2.43
FLS Holding, Inc.	(4) (5) (8) (11)	S +	5.25%	10.77%	12/15/2028	4,758	4,685		4,730		0.57
FLS Holding, Inc.	(4) (5) (11) (14)	S +	5.25%	10.77%	12/17/2027	—	(25)		(12)		—
Helios Service Partners, LLC	(4) (5)	S +	6.25%	11.88%	3/19/2027	2,681	2,620		2,654		0.32
Helios Service Partners, LLC	(4) (5) (14)	S +	6.25%	11.88%	3/19/2027	2,723	2,633		2,672		0.32
Helios Service Partners, LLC	(4) (5) (14)	S +	6.00%	11.62%	3/19/2027	292	281		287		0.03
Iris Buyer, LLC	(4) (5) (10)	S +	6.25%	11.60%	10/2/2030	3,004	2,924		2,924		0.35
Iris Buyer, LLC	(4) (5) (10) (14)	S +	6.25%	11.60%	10/2/2030	62	56		56		0.01
Iris Buyer, LLC	(4) (5) (10) (14)	S +	6.25%	11.60%	10/2/2029	—	(11)		(11)		—
Atlas Us Finco, Inc.	(4) (5) (9) (11)	S +	6.75%	12.10%	12/9/2029	10,855	10,639		10,639		1.28
Procure Acquireco, Inc. (Procure Analytics)	(4) (6) (9)	S +	5.00%	10.54%	12/20/2028	19,444	19,147		18,867		2.27
Procure Acquireco, Inc. (Procure Analytics)	(4) (6)	S +	5.00%	10.54%	12/20/2028	961	945		932		0.11
Procure Acquireco, Inc. (Procure Analytics)	(4) (6) (14)	S +	5.00%	10.54%	12/20/2028	—	(14)		(35)		—
Sherlock Buyer Corp.	(4) (5) (9)	S +	5.75%	11.20%	12/8/2028	24,489	24,115		24,474		2.95
Sherlock Buyer Corp.	(4) (5) (14)	S +	5.75%	11.20%	12/8/2028	—	(51)		(4)		—
Sherlock Buyer Corp.	(4) (5) (14)	S +	5.75%	11.20%	12/8/2027	—	(38)		(2)		—
Surewerx Purchaser III, Inc.	(4) (6) (10) (11)	S +	6.75%	12.10%	12/28/2029	1,107	1,077		1,107		0.13
Surewerx Purchaser III, Inc.	(4) (6) (11) (14)	S +	6.75%	12.10%	12/28/2029	—	(4)		—		—
Surewerx Purchaser III, Inc.	(4) (6) (11) (14)	S +	6.75%	12.10%	12/28/2028	117	111		117		0.01
Sweep Purchaser, LLC	(4) (5) (9) (14)	S +	5.75%	11.23%	11/30/2026	5,008	4,939		3,906		0.47

27

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 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
Tamarack Intermediate, LLC	(4) (6) (10)	S +	5.75%	11.28%	3/13/2028	15,256	$	15,022	$	14,890	1.79	%
Tamarack Intermediate, LLC	(4) (6) (14)	S +	5.75%	11.28%	3/13/2028	556	529		529		0.06
Tamarack Intermediate, LLC	(4) (6) (14)	S +	5.75%	11.28%	3/13/2028	—	(35)		(59)		(0.01)
Vensure Employer Services, Inc.	(4) (6) (14)	S +	5.25%	10.63%	4/1/2027	540	503		503		0.06
VRC Companies, LLC	(4) (5) (10)	S +	5.75%	11.12%	6/29/2027	15,644	15,468		15,624		1.88
VRC Companies, LLC	(4) (5)	S +	5.75%	11.12%	6/29/2027	18,995	18,793		18,970		2.29
							162,248		162,415		19.57
Construction & Engineering
KPSKY Acquisition, Inc.	(4) (6)	S +	5.25%	10.74%	10/19/2028	8,044	7,908		7,859		0.95
LJ Avalon Holdings, LLC	(4) (5) (8)	S +	6.50%	12.04%	2/1/2030	2,974	2,894		2,906		0.35
LJ Avalon Holdings, LLC	(4) (5) (14)	S +	6.50%	12.04%	2/1/2030	474	451		446		0.05
LJ Avalon Holdings, LLC	(4) (5) (14)	S +	6.50%	12.04%	2/1/2029	—	(12)		(11)		—
Superman Holdings, LLC	(4) (5) (8)	S +	6.13%	11.47%	8/31/2027	6,277	6,141		6,198		0.75
Superman Holdings, LLC	(4) (5) (14)	S +	6.13%	11.47%	8/31/2027	—	(16)		(19)		—
							17,366		17,379		2.09
Containers & Packaging
BP Purchaser, LLC	(4) (6) (9)	S +	5.50%	11.14%	12/11/2028	27,243	26,826		26,474		3.19
Distributors
48Forty Solutions, LLC	(4) (5) (8) (9)	S +	6.00%	11.44%	11/30/2026	25,599	25,214		24,003		2.89
48Forty Solutions, LLC	(4) (14)	P +	5.00%	13.50%	11/30/2026	2,353	2,303		2,108		0.25
ABB Concise Optical Group, LLC	(4) (6) (9)	S +	7.50%	13.01%	2/23/2028	17,008	16,685		14,654		1.77
Avalara, Inc.	(4) (6) (8)	S +	7.25%	12.60%	10/19/2028	11,033	10,833		11,033		1.33
Avalara, Inc.	(4) (6) (14)	S +	7.25%	12.60%	10/19/2028	—	(19)		—		—
Bradyifs Holdings, LLC	(4) (5) (8)	S +	6.00%	11.38%	10/31/2029	6,999	6,862		6,862		0.83
Bradyifs Holdings, LLC	(4) (5) (14)	S +	6.00%	11.38%	10/31/2029	189	180		180		0.02
Bradyifs Holdings, LLC	(4) (5) (14)	S +	6.00%	11.38%	10/31/2029	—	(12)		(12)		—
PT Intermediate Holdings III, LLC	(4) (6) (8) (9) (10)	S +	5.98%	11.55%	11/1/2028	21,745	21,536		20,954		2.52
PT Intermediate Holdings III, LLC	(4) (6) (8) (9) (14)	S +	5.98%	11.47%	11/1/2028	10,267	10,172		9,844		1.19
							93,754		89,626		10.80
Diversified Consumer Services
Apex Service Partners, LLC	(4) (5) (8)	S +	7.00% (incl. 2.00% PIK)	12.38%	10/24/2030	21,965	21,552		21,552		2.60
Apex Service Partners, LLC	(4) (5) (14)	S +	7.00% (incl. 2.00% PIK)	12.38%	10/24/2030	1,167	1,103		1,103		0.13
Apex Service Partners, LLC	(4) (5) (14)	S +	7.00% (incl. 2.00%PIK)	12.38%	10/24/2029	140	108		108		0.01
FPG Intermediate Holdco, LLC	(4) (5) (9)	S +	6.50%	12.04%	3/5/2027	9,945	9,798		9,162		1.10
Groundworks, LLC	(4) (5) (8)	S +	6.50%	11.90%	3/14/2030	4,958	4,828		4,927		0.59
Groundworks, LLC	(4) (5) (14)	S +	6.50%	11.90%	3/14/2030	120	107		118		0.01

28

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 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
Groundworks, LLC	(4) (5) (14)	S +	6.50%	11.90%	3/14/2029	—	$	(7)	$	(2)	—	%
Heartland Home Services, Inc.	(4) (6)	S +	5.75%	11.11%	12/15/2026	21,401	21,252		21,364		2.57
Lightspeed Solution, LLC	(4) (6) (10)	S +	6.50% (incl. 2.17% PIK)	11.86%	3/1/2028	15,763	15,535		15,482		1.87
Lightspeed Solution, LLC	(4) (6) (14)	S +	6.50% (incl. 2.17% PIK)	11.86%	3/1/2028	849	807		762		0.09
LUV Car Wash Group, LLC	(4) (5) (8) (14)	S +	7.00%	12.55%	12/9/2026	7,316	7,254		7,292		0.88
Magnolia Wash Holdings	(4) (5) (10)	S +	6.50%	12.16%	7/14/2028	6,835	6,724		6,174		0.74
Magnolia Wash Holdings	(4) (5) (8)	S +	6.50%	12.16%	7/14/2028	1,463	1,440		1,322		0.16
Magnolia Wash Holdings	(4) (5) (14)	S +	6.50%	11.87%	7/14/2028	183	178		151		0.02
Spotless Brands, LLC	(4) (5) (9)	S +	6.50%	12.03%	7/25/2028	9,439	9,285		9,355		1.13
Spotless Brands, LLC	(4) (5) (8)	S +	6.50%	12.03%	7/25/2028	1,787	1,759		1,772		0.21
Spotless Brands, LLC	(4) (5) (14)	S +	6.50%	12.03%	7/25/2028	66	61		63		0.01
Vertex Service Partners, LLC	(4) (6) (8)	S +	5.50%	10.90%	11/8/2030	1,669	1,628		1,628		0.20
Vertex Service Partners, LLC	(4) (6) (14)	S +	5.50%	10.90%	11/8/2030	803	754		754		0.09
Vertex Service Partners, LLC	(4) (6) (14)	S +	5.50%	10.90%	11/8/2030	—	(11)		(11)		—
							104,155		103,076		12.42
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC	(4) (6) (9)	S +	6.00%	11.54%	7/6/2028	12,661	12,462		10,456		1.26
Abracon Group Holdings, LLC	(4) (6) (14)	S +	6.00%	11.54%	7/6/2028	—	(13)		(161)		(0.02)
Abracon Group Holdings, LLC	(4) (6)	S +	6.00%	11.54%	7/6/2028	841	829		695		0.08
Dwyer Instruments, Inc.	(4) (6) (8) (9) (10)	S +	5.75%	11.17%	7/21/2027	20,888	20,553		20,471		2.47
Dwyer Instruments, Inc.	(4) (6) (14)	S +	5.75%	11.17%	7/21/2027	4,239	4,121		4,106		0.49
Dwyer Instruments, Inc.	(4) (6) (14)	S +	5.75%	11.17%	7/21/2027	—	(30)		(42)		(0.01)
Infinite Bidco, LLC	(4) (7) (8)	S +	6.25%	11.88%	3/2/2028	2,511	2,447		2,496		0.30
Magneto Components Buyco, LLC	(4) (8) (10)	S +	6.00%	11.36%	12/5/2030	23,775	23,342		23,342		2.81
Magneto Components Buyco, LLC	(4) (14)	S +	6.00%	11.36%	12/5/2030	—	(43)		(43)		(0.01)
Magneto Components Buyco, LLC	(4) (14)	S +	6.00%	11.36%	12/5/2029	—	(71)		(71)		(0.01)
							63,597		61,249		7.38
Financial Services
Applitools, Inc.	(4) (6) (10) (11)	S +	6.25% PIK	11.61%	5/25/2029	7,443	7,350		7,265		0.88
Applitools, Inc.	(4) (6) (11) (14)	S +	6.25%	11.61%	5/25/2028	—	(13)		(22)		—
Cerity Partners, LLC	(4) (6) (10)	S +	6.75%	12.11%	7/30/2029	969	943		969		0.12
Cerity Partners, LLC	(4) (6)	S +	6.75%	12.11%	7/30/2029	1,362	1,327		1,362		0.16
GC Waves Holdings, Inc.	(4) (6)	S +	6.00%	11.46%	8/11/2028	2,653	2,604		2,604		0.31
GC Waves Holdings, Inc.	(4) (6) (14)	S +	6.00%	11.46%	8/11/2028	724	549		581		0.07
GC Waves Holdings, Inc.	(4) (6) (14)	S +	6.00%	11.46%	8/11/2028	—	(7)		(7)		—
SitusAMC Holdings Corp.	(4) (6) (9)	S +	5.50%	10.95%	12/22/2027	21,876	21,710		21,832		2.63

29

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 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
Smarsh, Inc.	(4) (6) (9)	S +	5.75%	11.10%	2/16/2029	4,286	$	4,217	$	4,213	0.51	%
Smarsh, Inc.	(4) (6) (14)	S +	5.75%	11.10%	2/16/2029	536	523		518		0.06
Smarsh, Inc.	(4) (6) (14)	S +	5.75%	11.10%	2/16/2029	—	(4)		(5)		—
Trintech, Inc.	(4) (5) (8) (10)	S +	6.50%	11.86%	7/25/2029	23,273	22,834		22,835		2.75
Trintech, Inc.	(4) (5) (14)	S +	6.50%	11.86%	7/25/2029	571	534		534		0.06
							62,567		62,679		7.55
Health Care Equipment & Supplies
PerkinElmer U.S., LLC	(4) (5) (8) (10)	S +	6.75%	12.00%	3/13/2029	16,568	16,133		16,531		1.99
Tidi Legacy Products, Inc.	(4) (5) (8) (10)	S +	5.50%	10.86%	12/19/2029	5,707	5,593		5,593		0.67
Tidi Legacy Products, Inc.	(4) (5) (14)	S +	5.50%	10.86%	12/19/2029	—	(15)		(15)		—
Tidi Legacy Products, Inc.	(4) (5) (14)	S +	5.50%	10.86%	12/19/2029	—	(21)		(21)		—
YI, LLC	(4) (5) (8)	S +	5.75%	11.09%	12/3/2029	8,787	8,612		8,612		1.04
YI, LLC	(4) (5) (14)	S +	5.75%	11.09%	12/1/2029	—	(18)		(18)		—
YI, LLC	(4) (5) (14)	S +	5.75%	11.09%	12/3/2029	—	(27)		(27)		—
							30,257		30,655		3.69
Health Care Providers & Services
Advarra Holdings, Inc.	(4) (7) (10)	S +	5.25%	10.61%	8/24/2029	20,276	19,973		19,972		2.41
Advarra Holdings, Inc.	(4) (7) (14)	S +	5.25%	10.61%	8/24/2029	—	(13)		(28)		—
DCA Investment Holdings, LLC	(4) (6) (8) (10)	S +	6.50%	11.85%	4/3/2028	20,655	20,302		20,175		2.43
DCA Investment Holdings, LLC	(4) (6) (8)	S +	6.50%	11.85%	4/3/2028	3,288	3,233		3,212		0.39
Gateway US Holdings, Inc.	(4) (6) (10) (11)	S +	6.50%	11.85%	9/22/2026	5,260	5,229		5,260		0.63
Gateway US Holdings, Inc.	(4) (6) (11)	S +	6.50%	11.85%	9/22/2026	1,482	1,474		1,482		0.18
Gateway US Holdings, Inc.	(4) (6) (11) (14)	S +	6.50%	11.85%	9/22/2026	—	(1)		—		—
Heartland Veterinary Partners, LLC	(4) (5) (9)	S +	4.75%	10.21%	12/10/2026	5,967	5,930		5,912		0.71
Heartland Veterinary Partners, LLC	(4) (5) (8)	S +	4.75%	10.21%	12/10/2026	13,510	13,429		13,386		1.61
Heartland Veterinary Partners, LLC	(4) (5) (14)	S +	4.75%	10.21%	12/10/2026	—	(7)		(11)		—
iCIMS, Inc.	(4) (6) (8) (9)	S +	7.25% (incl. 3.88% PIK)	12.62%	8/18/2028	7,241	7,148		7,241		0.87
iCIMS, Inc.	(4) (6) (14)	S +	7.25% (incl. 3.88% PIK)	12.62%	8/18/2028	—	(2)		—		—
iCIMS, Inc.	(4) (6) (14)	S +	7.25% (incl. 3.88% PIK)	12.62%	8/18/2028	26	25		26		—
Intelerad Medical Systems Incorporated	(4) (5) (9) (11)	S +	6.50%	12.03%	8/21/2026	13,098	12,819		12,334		1.49
Intelerad Medical Systems Incorporated	(4) (5) (11)	S +	6.50%	12.03%	8/21/2026	894	882		842		0.10
mPulse Mobile, Inc.	(4) (6) (9)	S +	6.50%	11.97%	12/17/2027	9,900	9,758		9,776		1.18
mPulse Mobile, Inc.	(4) (6)	S +	6.50%	11.97%	12/17/2027	20,004	19,675		19,754		2.38
mPulse Mobile, Inc.	(4) (6) (14)	S +	6.50%	11.97%	12/17/2027	—	(66)		(62)		(0.01)
Pareto Health Intermediate Holdings, Inc.	(4) (5)	S +	6.50%	11.97%	5/31/2030	23,107	22,671		22,931		2.76
Pareto Health Intermediate Holdings, Inc.	(4) (5) (14)	S +	6.50%	11.97%	5/31/2029	—	(49)		(21)		—
PPV Intermediate Holdings, LLC	(4) (6)	S +	5.75%	11.14%	8/31/2029	16,485	15,884		16,175		1.95

30

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 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
PPV Intermediate Holdings, LLC	(4) (6) (14)	S +	5.75%	11.14%	8/31/2029	—		$	(29)	$	(50)	(0.01)	%
Stepping Stones Healthcare Services, LLC	(4) (6) (8)	S +	5.75%	11.20%	1/2/2029	4,298		4,249		4,238		0.51
Stepping Stones Healthcare Services, LLC	(4) (6) (14)	S +	5.75%	11.20%	1/2/2029	965		952		947		0.11
Stepping Stones Healthcare Services, LLC	(4) (6) (14)	S +	5.75%	11.20%	12/30/2026	—		(6)		(9)		—
Tivity Health, Inc.	(4) (6) (8)	S +	6.00%	11.35%	6/28/2029	2,686		2,653		2,682		0.32
Vardiman Black Holdings, LLC	(4) (7) (12)	S +	9.00% (incl. 2.00% PIK)	14.40%	3/18/2027	5,643		5,601		4,692		0.57
Vardiman Black Holdings, LLC	(4) (7) (12)	S +	9.00% (incl. 2.00% PIK)	14.40%	3/18/2027	6,699		6,648		5,570		0.67
Vermont Aus Pty Ltd	(4) (6) (8) (10) (11)	S +	5.50%	11.00%	3/23/2028	12,527		12,289		12,291		1.48
								190,651		188,717		22.74
Health Care Technology
Hyland Software, Inc.	(4) (6) (10)	S +	6.00%	11.36%	9/19/2030	20,279		19,983		20,052		2.42
Hyland Software, Inc.	(4) (6) (14)	S +	6.00%	11.36%	9/19/2029	—		(14)		(11)		—
								19,969		20,041		2.41
Industrial Conglomerates
Excelitas Technologies Corp.	(4) (6) (8) (9)	S +	5.75%	11.23%	8/13/2029	38,945		38,302		38,606		4.65
Excelitas Technologies Corp.	(4) (6) (9)	E +	5.75%	9.74%	8/13/2029	€	6,621	6,735		7,250		0.87
Excelitas Technologies Corp.	(4) (6) (14)	S +	5.75%	11.23%	8/13/2029	3,491		3,431		3,450		0.42
Excelitas Technologies Corp.	(4) (6) (14)	S +	5.75%	11.23%	8/14/2028	2,215		2,160		2,184		0.26
Raptor Merger Sub Debt, LLC	(4) (6) (10)	S +	6.75%	12.10%	4/1/2029	32,233		31,399		32,200		3.88
Raptor Merger Sub Debt, LLC	(4) (6) (14)	S +	6.75%	12.10%	4/1/2028	488		431		486		0.06
								82,458		84,176		10.14
Insurance Services
Amerilife Holdings, LLC	(4) (6) (8)	S +	5.75%	11.15%	8/31/2029	17,070		16,784		16,846		2.03
Amerilife Holdings, LLC	(4) (6) (14)	S +	5.75%	11.15%	8/31/2029	6,087		5,918		5,937		0.72
Amerilife Holdings, LLC	(4) (6) (14)	S +	5.75%	11.15%	8/31/2028	—		(57)		(48)		(0.01)
Foundation Risk Partners Corp.	(4) (6) (8) (10)	S +	6.00%	12.02%	10/29/2028	6,357		6,210		6,357		0.77
Foundation Risk Partners Corp.	(4) (6) (14)	S +	6.00%	12.02%	10/29/2028	7,455		7,325		7,455		0.90
Galway Borrower, LLC	(4) (6) (10)	S +	5.25%	10.90%	9/29/2028	13,448		13,206		13,188		1.59
Galway Borrower, LLC	(4) (6) (14)	S +	5.25%	10.90%	9/29/2028	—		(92)		(108)		(0.01)
Galway Borrower, LLC	(4) (6) (14)	S +	5.25%	10.90%	9/30/2027	—		(6)		(12)		—
Higginbotham Insurance Agency, Inc.	(4) (5) (9)	S +	5.50%	10.96%	11/24/2028	3,627		3,600		3,626		0.44
Higginbotham Insurance Agency, Inc.	(4) (5) (14)	S +	5.50%	10.96%	11/24/2028	9,549		9,471		9,546		1.15
High Street Buyer, Inc.	(4) (6) (14)	S +	5.75%	11.00%	2/2/2029	15,008		14,678		15,008		1.81
Long Term Care Group, Inc.	(4) (6) (9)	S +	7.00% (incl. 6.00% PIK)	12.66%	9/8/2027	11,765		11,599		9,740		1.17
Inszone Mid, LLC	(4) (5)	S +	5.75%	11.11%	11/12/2029	6,930		6,793		6,792		0.82
Inszone Mid, LLC	(4) (5) (14)	S +	5.75%	11.11%	11/12/2029	829		720		720		0.09
Inszone Mid, LLC	(4) (5) (14)	S +	5.75%	11.11%	11/12/2029	—		(25)		(25)		—

31

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 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
Integrity Marketing Acquisition, LLC	(4) (6) (8) (9)	S +	6.00%	11.49%	8/27/2026	18,188	$	17,996	$	17,836	2.15	%
Integrity Marketing Acquisition, LLC	(4) (6) (10)	S +	6.00%	11.49%	8/27/2026	13,409	13,271		13,151		1.58
Integrity Marketing Acquisition, LLC	(4) (6) (14)	S +	6.00%	11.49%	8/27/2026	—	(19)		(9)		—
Keystone Agency Investors	(4) (5) (9) (10)	S +	5.50%	11.00%	5/3/2027	9,033	8,935		8,900		1.07
Keystone Agency Investors	(4) (5) (10)	S +	5.50%	11.00%	5/3/2027	10,657	10,544		10,501		1.27
Patriot Growth Insurance Services, LLC	(4) (6)	S +	5.50%	11.25%	10/14/2028	4,482	4,413		4,438		0.53
Peter C. Foy & Associates Insurance Services, LLC	(4) (6) (8)	S +	6.00%	11.69%	11/1/2028	3,413	3,359		3,383		0.41
Peter C. Foy & Associates Insurance Services, LLC	(4) (6) (8) (9) (14)	S +	6.00%	11.47%	11/1/2028	13,492	13,353		13,295		1.60
RSC Acquisition, Inc.	(4) (6) (9) (10)	S +	5.50%	11.01%	11/1/2029	25,587	25,403		25,370		3.06
RSC Acquisition, Inc.	(4) (6) (14)	S +	6.00%	11.39%	11/1/2029	104	96		99		0.01
Summit Acquisition, Inc.	(4) (6) (8)	S +	6.75%	12.10%	5/1/2030	14,499	14,099		14,281		1.72
Summit Acquisition, Inc.	(4) (6) (14)	S +	6.75%	12.10%	5/1/2030	—	(44)		(48)		(0.01)
Summit Acquisition, Inc.	(4) (6) (14)	S +	6.75%	12.10%	5/1/2029	—	(43)		(24)		—
World Insurance Associates, LLC	(4) (5) (8) (9) (10)	S +	6.00%	11.37%	4/3/2028	38,070	37,535		36,862		4.44
							245,022		243,057		29.28
Interactive Media & Services
Triple Lift, Inc.	(4) (6) (8)	S +	5.75%	11.17%	5/5/2028	4,667	4,597		4,342		0.52
IT Services
Catalis Intermediate, Inc.	(4) (6) (9)	S +	5.50%	11.00%	8/4/2027	23,638	23,231		22,338		2.69
Catalis Intermediate, Inc.	(4) (6)	S +	5.50%	11.00%	8/4/2027	5,318	5,238		5,026		0.61
Catalis Intermediate, Inc.	(4) (6) (14)	S +	5.50%	11.00%	8/4/2027	986	941		829		0.10
Donuts, Inc.	(4) (5) (10)	S +	6.00%	11.59%	12/29/2027	11,668	11,668		11,660		1.40
Redwood Services Group, LLC	(4) (6) (9)	S +	6.25%	11.70%	6/15/2029	7,898	7,765		7,703		0.93
Redwood Services Group, LLC	(4) (6) (8) (14)	S +	6.25%	11.70%	6/15/2029	4,162	4,117		4,050		0.49
							52,960		51,606		6.22
Machinery
Answer Acquisition, LLC	(4) (5) (9)	S +	5.75%	11.25%	12/30/2026	23,360	23,055		23,014		2.77
Answer Acquisition, LLC	(4) (5) (14)	S +	5.75%	11.25%	12/30/2026	1,412	1,390		1,385		0.17
Chase Intermediate, LLC	(4) (14)	S +	5.25%	11.00%	10/30/2028	—	(39)		(77)		(0.01)
Chase Intermediate, LLC	(4) (14)	S +	5.25%	11.00%	10/30/2028	—	(4)		(4)		—
MHE Intermediate Holdings, LLC	(4) (5) (8) (9)	S +	6.00%	11.60%	7/21/2027	10,295	10,202		10,196		1.23
MHE Intermediate Holdings, LLC	(4) (5) (8)	S +	6.00%	11.60%	7/21/2027	1,968	1,941		1,963		0.24
							36,545		36,477		4.39
Multi-Utilities
AWP Group Holdings, Inc.	(4) (5) (10)	S +	5.50%	10.95%	12/24/2029	9,502	8,978		9,358		1.13
AWP Group Holdings, Inc.	(4) (5) (14)	S +	5.50%	10.95%	12/24/2029	91	72		62		0.01

32

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 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
AWP Group Holdings, Inc.	(4) (5) (14)	S +	5.50%	10.95%	12/24/2029	157	$	143	$	145	0.02	%
							9,193		9,565		1.15
Pharmaceuticals
Caerus US 1, Inc.	(4) (6) (8) (11)	S +	5.75%	11.11%	5/25/2029	8,052	7,916		8,052		0.97
Caerus US 1, Inc.	(4) (6) (11) (14)	S +	5.75%	11.11%	5/25/2029	520	505		520		0.06
Caerus US 1, Inc.	(4) (6) (11) (14)	S +	5.75%	11.11%	5/25/2029	641	627		641		0.08
							9,048		9,213		1.11
Professional Services
Bridgepointe Technologies, LLC	(4) (5) (8)	S +	6.50%	12.00%	12/31/2027	4,750	4,613		4,671		0.56
Bridgepointe Technologies, LLC	(4) (5) (14)	S +	6.50%	12.00%	12/31/2027	2,051	1,880		1,960		0.24
GPS Merger Sub, LLC	(4) (5) (10)	S +	6.00%	11.38%	10/2/2029	2,113	2,072		2,072		0.25
GPS Merger Sub, LLC	(4) (5) (14)	S +	6.00%	11.38%	10/2/2029	—	(5)		(5)		—
GPS Merger Sub, LLC	(4) (5) (14)	S +	6.00%	11.38%	10/2/2029	—	(8)		(8)		—
KENG Acquisition, Inc.	(4) (5) (8)	S +	6.25%	11.60%	8/1/2029	2,476	2,417		2,444		0.29
KENG Acquisition, Inc.	(4) (5) (14)	S +	6.25%	11.60%	8/1/2029	308	282		284		0.03
KENG Acquisition, Inc.	(4) (5) (14)	S +	6.25%	11.60%	8/1/2029	75	59		66		0.01
KWOR Acquisition, Inc.	(4) (5) (8) (9)	S +	5.25%	10.71%	12/22/2028	16,272	16,070		16,039		1.93
KWOR Acquisition, Inc.	(4) (5) (14)	S +	5.25%	10.71%	12/22/2028	951	916		902		0.11
KWOR Acquisition, Inc.	(4) (14)	P +	4.25%	12.75%	12/22/2027	787	768		760		0.09
Project Boost Purchaser, LLC	(4) (6) (10)	S +	5.25%	10.64%	5/2/2029	8,096	8,032		8,088		0.97
Project Boost Purchaser, LLC	(4) (6) (14)	S +	5.25%	10.64%	5/2/2029	—	(5)		(1)		—
Project Boost Purchaser, LLC	(4) (6) (14)	S +	5.25%	10.64%	5/2/2028	—	(5)		(1)		—
							37,086		37,271		4.49
Real Estate Management & Development
Associations, Inc.	(4) (5) (10)	S +	6.50% (incl. 2.50% PIK)	12.17%	7/2/2027	5,820	5,781		5,764		0.69
Associations, Inc.	(4) (5) (14)	S +	6.50% (incl. 2.50% PIK)	12.17%	7/2/2027	5,298	5,261		5,247		0.63
MRI Software, LLC	(4) (5) (8) (10)	S +	5.50%	10.90%	2/10/2027	15,554	15,520		15,468		1.86
MRI Software, LLC	(4) (5) (14)	S +	5.50%	10.90%	2/10/2027	—	(8)		(8)		—
MRI Software, LLC	(4) (5) (14)	S +	5.50%	10.90%	2/10/2027	—	(3)		(6)		—
Zarya Intermediate, LLC	(4) (5) (9) (11)	S +	6.50%	11.89%	7/1/2027	27,237	27,237		27,237		3.28
Zarya Intermediate, LLC	(4) (5) (11) (14)	S +	6.50%	11.89%	7/1/2027	2,406	2,406		2,406		0.29
							56,194		56,108		6.76
Software
Anaplan, Inc.	(4) (6) (8) (10)	S +	6.50%	11.85%	6/21/2029	22,583	22,253		22,583		2.72
Appfire Technologies, LLC	(4) (5) (8)	S +	5.65%	11.03%	3/9/2027	576	574		568		0.07

33

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 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
Appfire Technologies, LLC	(4) (5) (14)	S +	5.65%	11.03%	3/9/2027	—	$	(7)	$	(10)	—	%
Appfire Technologies, LLC	(4) (14)	P +	4.50%	13.00%	3/9/2027	28	27		26		—
Bottomline Technologies, Inc.	(4) (6) (10)	S +	5.25%	10.68%	5/14/2029	18,459	18,149		18,406		2.22
Bottomline Technologies, Inc.	(4) (6) (14)	S +	5.25%	10.68%	5/15/2028	—	(19)		—		—
Coupa Holdings, LLC	(4) (6) (8)	S +	7.50%	12.86%	2/27/2030	17,712	17,309		17,519		2.11
Coupa Holdings, LLC	(4) (6) (14)	S +	7.50%	12.86%	2/27/2030	—	(8)		(8)		—
Coupa Holdings, LLC	(4) (6) (14)	S +	7.50%	12.86%	2/27/2029	—	(12)		(6)		—
Cyara AcquisitionCo, LLC	(4) (5)	S +	6.75% (incl. 2.50% PIK)	12.08%	6/28/2029	13,216	12,879		12,978		1.56
Cyara AcquisitionCo, LLC	(4) (5) (14)	S +	6.75% (incl. 2.50% PIK)	12.08%	6/28/2029	—	(22)		(16)		—
E-Discovery AcquireCo, LLC	(4) (5) (8)	S +	6.50%	11.89%	8/29/2029	6,955	6,789		6,833		0.82
E-Discovery AcquireCo, LLC	(4) (5) (14)	S +	6.50%	11.89%	8/29/2029	—	(15)		(11)		—
Fullsteam Operations, LLC	(4) (5)	S +	8.25%	13.78%	11/27/2029	4,250	4,124		4,124		0.50
Fullsteam Operations, LLC	(4) (5) (14)	S +	8.25%	13.78%	11/27/2029	405	370		370		0.04
Fullsteam Operations, LLC	(4) (5) (14)	S +	8.25%	13.78%	11/27/2029	—	(7)		(7)		—
GS AcquisitionCo, Inc.	(4) (5) (8)	S +	5.50%	11.00%	5/22/2026	6,590	6,546		6,590		0.79
GS AcquisitionCo, Inc.	(4) (5) (14)	S +	5.50%	11.00%	5/22/2026	—	(2)		—		—
Kaseya, Inc.	(4) (6) (10)	S +	6.00% (incl. 2.50% PIK)	11.38%	6/25/2029	10,397	10,268		10,350		1.25
Kaseya, Inc.	(4) (6) (14)	S +	6.00% (incl. 2.50% PIK)	11.38%	6/25/2029	38	35		36		—
Kaseya, Inc.	(4) (6) (14)	S +	6.00% (incl. 2.50% PIK)	11.38%	6/25/2029	158	151		155		0.02
LegitScript, LLC	(4) (6) (10)	S +	5.75%	11.11%	6/24/2029	19,096	18,779		18,927		2.28
LegitScript, LLC	(4) (6) (14)	S +	5.75%	11.11%	6/24/2029	505	460		458		0.06
LegitScript, LLC	(4) (6) (14)	S +	5.75%	11.11%	6/24/2028	719	674		692		0.08
Matrix Parent, Inc.	(6)	S +	5.00%	10.35%	3/1/2029	499	369		339		0.04
Montana Buyer, Inc.	(4) (6) (10)	S +	5.75%	11.11%	7/22/2029	8,572	8,426		8,502		1.02
Montana Buyer, Inc.	(4) (14)	P +	4.75%	13.25%	7/22/2028	140	125		132		0.02
Netwrix Corporation And Concept Searching, Inc.	(4) (6) (8)	S +	5.00%	10.39%	6/11/2029	4,051	4,021		3,990		0.48
Netwrix Corporation And Concept Searching, Inc.	(4) (6) (14)	S +	5.00%	10.39%	6/11/2029	—	(5)		(17)		—
Netwrix Corporation And Concept Searching, Inc.	(4) (6) (14)	S +	5.00%	10.39%	6/11/2029	—	(2)		(5)		—
Oak Purchaser, Inc.	(4) (6) (8)	S +	5.50%	10.85%	4/28/2028	4,653	4,618		4,553		0.55
Oak Purchaser, Inc.	(4) (6) (14)	S +	5.50%	10.85%	4/28/2028	2,891	2,868		2,824		0.34
Oak Purchaser, Inc.	(4) (6) (14)	S +	5.50%	10.85%	4/28/2028	—	(5)		(13)		—
Project Leopard Holdings, Inc.	(7) (9) (11)	S +	5.25%	10.73%	7/20/2029	9,900	9,317		8,902		1.07
Revalize, Inc.	(4) (5) (8) (9)	S +	5.75%	11.21%	4/15/2027	11,630	11,563		11,389		1.37
Revalize, Inc.	(4) (5) (14)	S +	5.75%	11.21%	4/15/2027	355	346		325		0.04
Riskonnect Parent, LLC	(4) (6) (8)	S +	5.50%	11.00%	12/7/2028	1,088	1,072		1,086		0.13
Riskonnect Parent, LLC	(4) (6) (14)	S +	5.50%	11.00%	12/7/2028	—	(9)		(2)		—

34

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 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
Securonix, Inc.	(4) (6) (10)	S +	6.00%	11.41%	4/5/2028	21,010	$	20,727	$	19,846	2.39	%
Securonix, Inc.	(4) (6) (14)	S +	6.00%	11.41%	4/5/2028	—	(47)		(210)		(0.03)
Trunk Acquisition, Inc.	(4) (5) (9)	S +	5.75%	11.25%	2/19/2027	11,200	11,126		10,996		1.32
Trunk Acquisition, Inc.	(4) (5) (14)	S +	5.75%	11.25%	2/19/2026	—	(6)		(19)		—
							193,799		193,175		23.27
Wireless Telecommunication Services
Mobile Communications America, Inc.	(4) (5) (10)	S +	6.00%	11.35%	10/16/2029	2,553	2,515		2,515		0.30
Mobile Communications America, Inc.	(4) (5) (14)	S +	6.00%	11.35%	10/16/2029	—	(6)		(6)		—
Mobile Communications America, Inc.	(4) (5) (14)	S +	6.00%	11.35%	10/16/2029	—	(6)		(6)		—
							2,503		2,503		0.30
Total First Lien Debt							$	1,668,374	$	1,655,758	199.49	%
Second Lien Debt
Air Freight & Logistics
Omni Intermediate Holdings, LLC	(4) (5) (8)	S +	9.15%	14.53%	12/30/2027	3,300	$	3,224	$	3,097	0.37	%
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(7) (8)	S +	7.00%	12.65%	3/2/2029	1,800	1,549		1,512		0.18
Infinite Bidco, LLC	(7) (8)	S +	7.00%	12.65%	3/2/2029	2,500	2,153		2,100		0.25
							3,702		3,612		0.44
Health Care Providers & Services
Heartland Veterinary Partners, LLC	(4) (5) (9)	S +	8.00%	13.46%	12/10/2027	2,520	2,484		2,468		0.30
Heartland Veterinary Partners, LLC	(4) (5) (8)	S +	8.00%	13.46%	12/10/2027	980	965		960		0.12
							3,449		3,428		0.41
Software
Matrix Parent, Inc.	(4) (7) (12)	S +	8.00%	13.53%	3/1/2030	10,667	10,505		5,733		0.69
Total Second Lien Debt							$	20,880	$	15,870	1.91	%
Other Investments
Unsecured Debt
Fetch Insurance Services, LLC	(4)		12.75% (incl. 3.75% PIK)	12.75%	10/31/2027	1,643	$	1,604	$	1,593	0.19	%
Total Unsecured Debt							$	1,604	$	1,593	0.19	%

35

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 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	$	1,217	$	1,200	0.14	%
Knockout Intermediate Holdings I, Inc.	(4) (13)	11.75%		6/25/2022	2,040	2,387		2,389		0.29
Revalize, Inc.	(4) (13)	S + 10.00%		12/14/2021	2,154	2,738		2,704		0.33
RSK Holdings, Inc. (Riskonnect)	(4) (13)	S + 10.50%		7/7/2022	2,123,800	2,386		2,676		0.32
Total Preferred Equity						$	8,728	$	8,969	1.08
Common Equity
Amerilife Holdings, LLC	(4) (13)			9/1/2022	14,856	$	410	$	537	0.06	%
BP Purchaser, LLC	(4) (13)			12/10/2021	1,383,156	1,379		1,297		0.16
Encore Holdings, LLC	(4) (13)			11/23/2021	1,728	215		430		0.05
Frisbee Holdings, LP (Fetch)	(4) (13)			10/31/2022	18,287	233		233		0.03
Fullsteam Operations, LLC	(4) (13)			11/27/2023	11,564	380		380		0.05
LUV Car Wash	(4) (13)			4/6/2022	1,260	1,260		697		0.08
mPulse Mobile, Inc.	(4) (13)			12/17/2021	105,978	780		779		0.09
Procure Acquiom Financial, LLC (Procure Analytics)	(4) (13)			12/20/2021	500,000	500		645		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		115		0.01
Total Common Equity						$	5,504	$	5,356	0.65	%
Total Other Investments						$	15,836	$	15,918	1.92	%
Total Portfolio Investments						$	1,705,090	$	1,687,546	203.32	%

36

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 2023

(In thousands)

(1)	Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments 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 December 31, 2023, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 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") 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, 2023. 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, 2023. As of December 31, 2023, the reference rates for our variable rate loans were the 3-month E at 3.91%, the 1-month S at 5.35%, the 3-month S at 5.33%; 6-month S at 5.16%, 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 December 31, 2023 non-qualifying assets represented 7.41% of total assets as calculated in accordance with regulatory requirements.
(12)	Investment was on non-accrual status as of December 31, 2023.
(13)	Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities.” As of December 31, 2023, the aggregate fair value of these securities is $14,325 or 1.73% 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 December 31, 2023:

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
48Forty Solutions, LLC	Revolver	11/30/2026	$	1,568	$	(98)
AWP Group Holdings, Inc.	Delayed Draw Term Loan	8/1/2025	1,822		(28)
AWP Group Holdings, Inc.	Revolver	12/24/2029	572		(9)
Abracon Group Holdings, LLC	Delayed Draw Term Loan	7/6/2024	926		(161)
Advarra Holdings, Inc.	Delayed Draw Term Loan	8/26/2024	1,851		(28)
Amerilife Holdings, LLC	Delayed Draw Term Loan	10/6/2025	6,813		(70)
Amerilife Holdings, LLC	Revolver	8/31/2028	3,688		(48)
Answer Acquisition, LLC	Revolver	12/30/2026	422		(6)
Apex Service Partners, LLC	Delayed Draw Term Loan	10/24/2025	4,086		(50)
Apex Service Partners, LLC	Revolver	10/24/2029	1,611		(30)

37

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Appfire Technologies, LLC	Delayed Draw Term Loan	6/13/2024	$	790	$	(10)
Appfire Technologies, LLC	Revolver	3/9/2027	94		(1)
Applitools, Inc.	Revolver	5/25/2028	900		(22)
Associations, Inc.	Delayed Draw Term Loan	6/10/2024	44		—
Atlas Us Finco, Inc.	Revolver	12/9/2028	572		—
Avalara, Inc.	Revolver	10/19/2028	1,103		—
Bottomline Technologies, Inc.	Revolver	5/15/2028	1,333		—
Bradyifs Holdings, LLC	Delayed Draw Term Loan	10/31/2025	582		(7)
Bradyifs Holdings, LLC	Revolver	10/31/2029	593		(12)
Bridgepointe Technologies, LLC	Delayed Draw Term Loan	4/1/2025	3,402		(56)
Caerus US 1, Inc.	Delayed Draw Term Loan	10/28/2024	652		—
Caerus US 1, Inc.	Revolver	5/25/2029	214		—
Catalis Intermediate, Inc.	Revolver	8/4/2027	1,877		(103)
Chase Intermediate, LLC	Delayed Draw Term Loan	8/31/2025	4,147		(77)
Chase Intermediate, LLC	Revolver	10/30/2028	207		(4)
Coupa Holdings, LLC	Delayed Draw Term Loan	8/27/2024	699		(8)
Coupa Holdings, LLC	Revolver	2/27/2029	536		(6)
Cyara AcquisitionCo, LLC	Revolver	6/28/2029	887		(16)
Dwyer Instruments, Inc.	Delayed Draw Term Loan	12/22/2025	4,860		(48)
Dwyer Instruments, Inc.	Revolver	7/21/2027	2,125		(42)
E-Discovery AcquireCo, LLC	Revolver	8/29/2029	632		(11)
Encore Holdings, LLC	Revolver	11/23/2027	359		—
Energy Labs Holdings Corp.	Revolver	4/7/2028	39		—
Excelitas Technologies Corp.	Delayed Draw Term Loan	8/12/2024	1,204		(10)
Excelitas Technologies Corp.	Revolver	8/14/2028	1,396		(12)
FLS Holding, Inc.	Revolver	12/17/2027	1,922		(12)
Foundation Risk Partners Corp.	Delayed Draw Term Loan	4/15/2024	855		—
Fullsteam Operations, LLC	Delayed Draw Term Loan	5/27/2025	1,527		(27)
Fullsteam Operations, LLC	Revolver	11/27/2029	238		(7)
GC Waves Holdings, Inc.	Delayed Draw Term Loan	12/31/2024	7,025		(131)
GC Waves Holdings, Inc.	Revolver	8/11/2028	382		(7)
GPS Merger Sub, LLC	Delayed Draw Term Loan	10/2/2025	546		(5)
GPS Merger Sub, LLC	Revolver	10/2/2029	437		(8)
GS AcquisitionCo, Inc.	Revolver	5/22/2026	374		—
Galway Borrower, LLC	Delayed Draw Term Loan	4/28/2024	10,468		(108)
Galway Borrower, LLC	Revolver	9/30/2027	414		(12)
Gateway US Holdings, Inc.	Revolver	9/22/2026	213		—
Groundworks, LLC	Delayed Draw Term Loan	9/14/2024	232		(1)

38

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Groundworks, LLC	Revolver	3/14/2029	$	263	$	(2)
Heartland Veterinary Partners, LLC	Revolver	12/10/2026	1,211		(11)
Helios Service Partners, LLC	Delayed Draw Term Loan	2/7/2025	2,319		(23)
Helios Service Partners, LLC	Revolver	3/19/2027	212		(2)
Higginbotham Insurance Agency, Inc.	Delayed Draw Term Loan	8/23/2025	490		—
High Street Buyer, Inc.	Delayed Draw Term Loan	2/4/2024	12,496		—
Hyland Software, Inc.	Revolver	9/19/2029	961		(11)
Inszone Mid, LLC	Delayed Draw Term Loan	11/10/2025	9,322		(99)
Inszone Mid, LLC	Revolver	11/12/2029	1,269		(25)
Integrity Marketing Acquisition, LLC	Revolver	8/27/2026	472		(9)
Iris Buyer, LLC	Delayed Draw Term Loan	10/2/2030	367		(6)
Iris Buyer, LLC	Revolver	10/2/2029	429		(11)
KENG Acquisition, Inc.	Delayed Draw Term Loan	8/1/2025	1,568		(20)
KENG Acquisition, Inc.	Revolver	8/1/2029	600		(8)
KWOR Acquisition, Inc.	Delayed Draw Term Loan	6/22/2024	2,540		(36)
KWOR Acquisition, Inc.	Revolver	12/22/2027	1,043		(15)
Kaseya, Inc.	Delayed Draw Term Loan	6/23/2024	587		(3)
Kaseya, Inc.	Revolver	6/25/2029	469		(2)
LJ Avalon Holdings, LLC	Delayed Draw Term Loan	8/1/2024	740		(17)
LJ Avalon Holdings, LLC	Revolver	2/1/2029	486		(11)
LUV Car Wash Group, LLC	Delayed Draw Term Loan	3/14/2024	2,812		(7)
LegitScript, LLC	Delayed Draw Term Loan	6/24/2024	4,753		(42)
LegitScript, LLC	Revolver	6/24/2028	2,276		(20)
Lightspeed Solution, LLC	Delayed Draw Term Loan	3/1/2024	4,044		(72)
MRI Software, LLC	Delayed Draw Term Loan	12/19/2025	1,708		(9)
MRI Software, LLC	Revolver	2/10/2027	905		(6)
Magneto Components Buyco, LLC	Delayed Draw Term Loan	6/5/2025	4,716		(43)
Magneto Components Buyco, LLC	Revolver	12/5/2029	3,930		(71)
Magnolia Wash Holdings	Revolver	7/14/2028	150		(14)
Mantech International CP	Delayed Draw Term Loan	9/14/2024	2,735		—
Mantech International CP	Revolver	9/14/2028	2,613		—
Mobile Communications America, Inc.	Delayed Draw Term Loan	10/16/2025	823		(6)
Mobile Communications America, Inc.	Revolver	10/16/2029	412		(6)
Montana Buyer, Inc.	Revolver	7/22/2028	838		(7)
Netwrix Corporation And Concept Searching, Inc.	Delayed Draw Term Loan	6/10/2024	1,120		(17)
Netwrix Corporation And Concept Searching, Inc.	Revolver	6/11/2029	316		(5)
Oak Purchaser, Inc.	Delayed Draw Term Loan	4/28/2024	211		(5)
Oak Purchaser, Inc.	Revolver	4/28/2028	620		(13)

39

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Omni Intermediate Holdings, LLC	Delayed Draw Term Loan	6/24/2024	$	97	$	(5)
Omni Intermediate Holdings, LLC	Revolver	12/30/2025	433		(20)
PPV Intermediate Holdings, LLC	Delayed Draw Term Loan	8/31/2025	6,105		(50)
PT Intermediate Holdings III, LLC	Delayed Draw Term Loan	9/2/2024	1,209		(30)
Pareto Health Intermediate Holdings, Inc.	Revolver	6/1/2029	2,713		(21)
Peter C. Foy & Associates Insurance Services, LLC	Delayed Draw Term Loan	10/19/2024	1,954		(10)
Portfolio Group	Delayed Draw Term Loan	12/2/2025	1,500		(14)
Procure Acquireco, Inc. (Procure Analytics)	Revolver	12/20/2028	1,190		(35)
Project Boost Purchaser, LLC	Delayed Draw Term Loan	5/2/2024	842		(1)
Project Boost Purchaser, LLC	Revolver	5/2/2028	642		(1)
RSC Acquisition, Inc.	Delayed Draw Term Loan	2/14/2025	469		(4)
Randy's Holdings, Inc.	Delayed Draw Term Loan	11/1/2024	4,128		(14)
Randy's Holdings, Inc.	Revolver	11/1/2028	1,175		(4)
Raptor Merger Sub Debt, LLC	Revolver	4/1/2028	1,953		(2)
Redwood Services Group, LLC	Delayed Draw Term Loan	1/31/2025	368		(9)
Revalize, Inc.	Revolver	4/15/2027	1,064		(22)
Riskonnect Parent, LLC	Delayed Draw Term Loan	7/7/2024	1,171		(2)
RoadOne IntermodaLogistics	Delayed Draw Term Loan	6/30/2024	56		(1)
RoadOne IntermodaLogistics	Revolver	12/29/2028	63		(1)
Securonix, Inc.	Revolver	4/5/2028	3,782		(210)
Sherlock Buyer Corp.	Delayed Draw Term Loan	9/6/2025	7,190		(4)
Sherlock Buyer Corp.	Revolver	12/8/2027	2,876		(2)
Smarsh, Inc.	Delayed Draw Term Loan	2/18/2024	536		(9)
Smarsh, Inc.	Revolver	2/16/2029	268		(5)
Sonny's Enterprises, LLC	Delayed Draw Term Loan	11/5/2024	1,432		—
Sonny's Enterprises, LLC	Revolver	8/5/2027	2,399		—
Spotless Brands, LLC	Revolver	7/25/2028	239		(2)
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan	1/1/2024	276		(4)
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	625		(9)
Summit Acquisition, Inc.	Delayed Draw Term Loan	11/1/2024	3,230		(48)
Summit Acquisition, Inc.	Revolver	5/1/2029	1,615		(24)
Summit Buyer, LLC	Delayed Draw Term Loan	8/25/2025	5,629		(135)
Summit Buyer, LLC	Revolver	1/14/2026	650		(16)
Superman Holdings, LLC	Delayed Draw Term Loan	5/1/2025	1,488		(19)
Surewerx Purchaser III, Inc.	Delayed Draw Term Loan	6/28/2024	229		—
Surewerx Purchaser III, Inc.	Revolver	12/28/2028	100		—
Sweep Purchaser, LLC	Delayed Draw Term Loan	5/5/2024	455		(92)
Tamarack Intermediate, LLC	Delayed Draw Term Loan	10/6/2025	1,095		(17)

40

T Series Middle Market Loan Fund LLC

Consolidated Schedules of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Tamarack Intermediate, LLC	Revolver	3/13/2028	$	2,475	$	(59)
Tank Holding Corp.	Delayed Draw Term Loan	5/22/2024	1,036		(20)
Tank Holding Corp.	Revolver	3/31/2028	978		(44)
Tidi Legacy Products, Inc.	Delayed Draw Term Loan	6/19/2025	1,502		(15)
Tidi Legacy Products, Inc.	Revolver	12/19/2029	1,081		(22)
Trintech, Inc.	Revolver	7/25/2029	1,429		(27)
Trunk Acquisition, Inc.	Revolver	2/19/2026	1,071		(20)
V Global Holdings, LLC	Revolver	12/22/2025	644		(13)
Vensure Employer Services, Inc.	Delayed Draw Term Loan	6/15/2025	3,889		(32)
Vertex Service Partners, LLC	Delayed Draw Term Loan	11/8/2025	2,410		(37)
Vertex Service Partners, LLC	Revolver	11/8/2030	433		(11)
YI, LLC	Delayed Draw Term Loan	6/6/2025	1,831		(18)
YI, LLC	Revolver	12/3/2029	1,373		(27)
Zarya Intermediate, LLC	Revolver	7/1/2027	401		—
iCIMS, Inc.	Delayed Draw Term Loan	8/18/2025	347		—
iCIMS, Inc.	Revolver	8/18/2028	130		—
mPulse Mobile, Inc.	Revolver	12/17/2027	4,996		(62)
Total First Lien Debt Unfunded Commitments			$	237,337	$	(3,194)
Total Unfunded Commitments			$	237,337	$	(3,194)

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

41

Table of Contents

T Series Middle Market Loan Fund LLC

Notes to the Consolidated Financial Statements

March 31, 2024

(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 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 March 31, 2024, 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”), T Series Financing II SPV LLC (“Financing SPV II”) and 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, 2024.

Use of Estimates

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

42

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 Company’s Board of Directors (the “Board of Directors” or the “Board”), with the assistance of the Company’s audit committee (the “Audit Committee”), determines the fair value of the Company’s investments in accordance with ASC Topic 820, Fair Value Measurements (“ASC 820”) issued by the FASB. The Board of Directors has delegated to the Investment Adviser as the valuation designee (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 “Fair Value Measurements” for the Company’s framework for determining fair value, fair value hierarchies, and the composition of the Company’s portfolio.

Revenue Recognition

Interest Income

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

PIK Income

The Company has debt investments in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in PIK income on the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. This non-

43

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 Investments

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

As of March 31, 2024, the Company had certain investments in one portfolio company on non-accrual status. The amortized cost of investments on non-accrual status as of March 31, 2024 was $10,873. As of December 31, 2023 the Company, had certain investments in two portfolio companies on non-accrual status. The amortized cost of investments on non-accrual status as of December 31, 2023 was $22,754.

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.

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 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

44

ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed.

For the three months ended March 31, 2024, the Company accrued $16 of U.S. federal excise taxes. For the three months ended March 31, 2023, the Company accrued $0 of U.S. federal excise taxes.

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.

New Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU 2023-09”). ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material 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 with the Investment Adviser (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 months ended March 31, 2024 and March 31, 2023, base management fees were $919 and $731, respectively. As of March 31, 2024 and December 31, 2023, $919 and $919 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 the any incentive fee it receives on PIK interest that is later determined to be uncollectible in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The 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”);

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•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.

For the three months ended March 31, 2024 and March 31, 2023, $2,614 and $1,944, of income based incentive fees, respectively, were accrued 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 months ended March 31, 2024 and March 31, 2023, there were no capital gain incentive fees accrued to the Investment Adviser.

Incentive fees on Cumulative Capital Gains crystallize at calendar year-end. As of March 31, 2024 and December 31, 2023, there were $2,614 and $2,632, respectively, of income based incentive fees and no capital gains incentive fees payable to the Investment Adviser.

Administration Agreement

MS Private Credit Administrative Services LLC, an indirect, wholly owned subsidiary of Morgan Stanley (the “Administrator”) is the administrator of the Company pursuant to an administration agreement (the “Administration Agreement”). 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 months ended March 31, 2024 and March 31, 2023, no expenses were incurred under the Administration Agreement.

Indemnification Agreements

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

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 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.

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(4) INVESTMENTS

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

	March 31, 2024						December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First Lien Debt	$	1,712,078	$	1,703,630	98.5	%	$	1,668,374	$	1,655,758	98.2	%
Second Lien Debt	17,972		7,345		0.4		20,880		15,870		0.9
Other Investments	18,946		18,968		1.1		15,836		15,918		0.9
Total	$	1,748,996	$	1,729,943	100.0	%	$	1,705,090	$	1,687,546	100.0	%

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

	March 31, 2024		December 31, 2023
Aerospace & Defense	1.1	%	1.1	%
Air Freight & Logistics	0.6		2.3
Automobile Components	1.8		1.8
Automobiles	1.4		1.0
Biotechnology	1.7		1.7
Chemicals	2.0		2.1
Commercial Services & Supplies	9.6		9.7
Construction & Engineering	1.5		1.0
Consumer Staples Distribution & Retail	0.1		—
Containers & Packaging	1.5		1.6
Distributors	5.1		5.3
Diversified Consumer Services	6.1		6.1
Electronic Equipment, Instruments & Components	3.7		3.8
Financial Services	3.7		3.7
Health Care Equipment & Supplies	1.6		1.8
Health Care Providers & Services	10.9		11.4
Health Care Technology	1.2		1.2
Industrial Conglomerates	5.9		5.0
Insurance Services	14.6		14.6
Interactive Media & Services	0.3		0.3
IT Services	3.1		3.1
Machinery	2.1		2.2
Multi-Utilities	0.6		0.6
Pharmaceuticals	0.5		0.6
Professional Services	2.2		2.2
Real Estate Management & Development	3.1		3.3
Software	13.9		12.3
Wireless Telecommunication Services	0.1		0.2
Total	100.0	%	100.0	%

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

	March 31, 2024						December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
Australia	$	28,920	$	29,213	1.7	%	$	28,928	$	29,110	1.7	%
Canada	21,643		21,413		1.2		21,691		21,257		1.3
United Kingdom	8,392		8,551		0.5		9,048		9,213		0.5
United States	1,690,041		1,670,766		96.6		1,645,423		1,627,966		96.5
Total	$	1,748,996	$	1,729,943	100.0	%	$	1,705,090	$	1,687,546	100.0	%

(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 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

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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.

The following tables present the fair value hierarchy of investments:

	March 31, 2024								December 31, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
First Lien Debt	$	—	$	36,514	$	1,667,116	$	1,703,630			$	31,799	$	1,623,959	$	1,655,758
Second Lien Debt	—		3,615		3,730		7,345		—		3,612		12,258		15,870
Other Investments	—		—		18,968		18,968		—		—		15,918		15,918
Total	$	—	$	40,129	$	1,689,814	$	1,729,943	$	—	$	35,411	$	1,652,135	$	1,687,546

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

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	First Lien Debt		Second Lien Debt		Other Investments		Total Investments
Fair value, beginning of period	$	1,623,959	$	12,258	$	15,918	$	1,652,135
Purchases of investments(1)	115,789		290		2,869		118,948
Proceeds from principal repayments and sales of investments(1)	(73,274)		(3,300)		—		(76,574)
Accretion of discount/amortization of premium	1,812		79		2		1,893
Payment-in-kind	1,214		—		239		1,453
Net change in unrealized appreciation (depreciation)	3,254		(5,597)		(60)		(2,403)
Net realized gains (losses)	(1,939)		—		—		(1,939)
Transfers into/out of Level 3(2)	(3,699)		—		—		(3,699)
Fair value, end of period	$	1,667,116	$	3,730	$	18,968	$	1,689,814
Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2024	$	2,297	$	(5,724)	$	(60)	$	(3,487)

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

	First Lien Debt		Second Lien Debt		Other Investments		Total Investments
Fair value, beginning of period	$	1,172,438	$	16,071	$	14,102	$	1,202,611
Purchases of investments	134,822		—		61		134,883
Proceeds from principal repayments and sales of investments	(33,456)		—		—		(33,456)
Accretion of discount/amortization of premium	1,008		10		2		1,020
Payment-in-kind	435		—		115		550
Net change in unrealized appreciation (depreciation)	(47)		(2,177)		130		(2,094)
Net realized gains (losses)	23		—		—		23
Transfers into/out of Level 3	—		—		—		—
Fair value, end of period	$	1,275,223	$	13,904	$	14,410	$	1,303,537
Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2023	$	(47)	$	(2,177)	$	130	$	(2,094)

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

The following table presents 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.

	March 31, 2024
	Fair Value		Valuation Technique	Significant Unobservable Input	Range				Weighted Average (1)
					Low		High
Investments in first lien debt	$	1,667,116	Yield Analysis	Discount Rate	9.05	%	25.19	%	11.38	%
Investments in second lien debt	3,730		Yield Analysis	Discount Rate	13.77	%	53.44	%	13.89	%
Investments in other investments:
Other debt	1,609		Income Approach	Discount Rate	14.70	%	14.70	%	14.70	%
Preferred equity	11,830		Income Approach	Discount Rate	10.30	%	24.76	%	14.61	%
Common equity	3,918		Market Approach	EBITDA Multiple	11.80x		18.72x		14.86x
	1,611		Income Approach	Revenue Multiple	7.58x		9.80x		8.65x
Total investments	$	1,689,814

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	December 31, 2023
	Fair Value		Valuation Technique	Significant Unobservable Input	Range				Weighted Average (1)
					Low		High
Investments in first lien debt	$	1,623,959	Yield Analysis	Discount Rate	8.64	%	25.09	%	10.99	%
Investments in second lien debt	12,258		Yield Analysis	Discount Rate	13.35	%	31.13	%	22.35	%
Investments in other investments:
Other debt	1,593		Income Approach	Discount Rate	14.60	%	14.60	%	14.60	%
Preferred equity	8,969		Income Approach	Discount Rate	12.19	%	15.68	%	14.72	%
Common equity	3,954		Market Approach	EBITDA Multiple	12.5x		18.7x		15.37x
	1,402		Market Approach	Revenue Multiple	7.6x		9.8x		8.86x
Total Investments	$	1,652,135

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

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

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:

		March 31, 2024				December 31, 2023
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
CBA Subscription Facility	3	$	221,500	$	221,500	$	236,500	$	236,500
Barclays Funding Facility	3	344,079		344,079		355,241		355,241
BNP Funding Facility	3	161,500		161,500		153,500		153,500
JPM Funding Facility	3	167,000		167,000		136,000		136,000
Total		$	894,079	$	894,079	$	881,241	$	881,241

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

(6)DEBT

The Company’s outstanding debt obligations were as follows:

	March 31, 2024						December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
CBA Subscription Facility	$	238,500	$	221,500	$	17,000	$	238,500	$	236,500	$	2,000
Barclays Funding Facility(1)	600,000		344,079		255,921		600,000		355,241		244,759
BNP Funding Facility	300,000		161,500		138,500		300,000		153,500		146,500
JPM Funding Facility	500,000		167,000		333,000		500,000		136,000		364,000
Total	$	1,638,500	$	894,079	$	744,421	$	1,638,500	$	881,241	$	757,259

(1) Under the Barclays Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2024 and December 31, 2023, the Company had borrowings denominated in Euros (EUR) of 6,555.

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The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 was 7.70% and 6.29%, respectively. The combined weighted average effective interest rate (excluding unused fees only) of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 was 8.20% and 6.62%, respectively. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 was $885,107 and $731,799, respectively.

As of March 31, 2024 and December 31, 2023, the Company was in compliance with all covenants and other requirements for each of the credit facilities.

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. 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 CBA Subscription Facility had a maturity date of February 2, 2024, which was extended to May 2, 2024 pursuant to the terms set forth in the CBA Subscription Facility. For more information, see Note 11 “Subsequent Events.”

The CBA Subscription Facility bears interest at a rate of: (i) with respect to Eurocurrency Rate Loans (as defined in the CBA Subscription Facility), 1.90%; (ii) with respect to RFR Loans (as defined in the CBA Subscription Facility) in Sterling, SONIA, plus 1.90%, 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 1.90%, (iv) 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) 0.90%, 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. As of March 31, 2024, the Company was in compliance with all covenants and other requirements of the CBA Subscription Facility.

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

	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	4,233		$	4,146
Facility unused commitment fees	8			55
Amortization of deferred financing costs	114			204
Total	$	4,355		$	4,405
Weighted average interest rate	7.34		%	6.27		%
Weighted average outstanding balance	$	228,148		$	264,500

Barclays Funding Facility

On March 7, 2022, Financing SPV entered into a credit and security agreement (as amended, restated, supplemented or otherwise modified from time to time, 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 $600,000 at any one time outstanding, with up to an additional $150,000 available pursuant to an accordion feature (the “Barclays Funding Facility”).

The Barclays Funding Facility is a revolving funding facility with a reinvestment period ending December 5, 2026 and a final maturity date of the earlier of (1) December 5, 2034 and (ii) on or after December 5, 2028, 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 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 PRIMCAN Index 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

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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 is 2.28%.

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. As of March 31, 2024, the Company was in compliance with all covenants and other requirements of the Barclays Funding Facility.

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

	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	6,700		$	4,395
Facility unused commitment fees	318			224
Amortization of deferred financing costs	508			93
Total	$	7,526		$	4,712
Weighted average interest rate	7.59		%	5.79		%
Weighted average outstanding balance	$	349,348		$	303,788

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.

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. As of March 31, 2024, the Company was in compliance with all covenants and other requirements of the BNP Funding Facility.

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

	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	3,299		$	2,561
Facility unused commitment fees	119			—
Amortization of deferred financing costs	166			166
Total	$	3,584		$	2,727
Weighted average interest rate	8.04		%	7.19		%
Weighted average outstanding balance	$	162,412		$	142,400

JPM Funding Facility

On February 23, 2023, Financing SPV III, a wholly owned subsidiary of the Company, entered into a loan and security agreement (as amended 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 (“JPM Funding Facility”).

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 2.85% (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.

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

	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	2,997		$	410
Facility unused commitment fees	1,120			254
Amortization of deferred financing costs	333			127
Total	$	4,450		$	791
Weighted average interest rate(1)	8.17		%	7.77		%
Weighted average outstanding balance (1)	$	145,198		$	50,000

(1) Calculated from the period from February 23, 2023 (closing date) through March 31, 2023.

(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.

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The Company’s investment portfolio contains debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of March 31, 2024 and December 31, 2023, the Company had $249,173 and $237,337 of unfunded commitments to fund delayed draw and revolving senior secured loans, respectively.

As of March 31, 2024 and December 31, 2023, the Company had $1,000,010 and $1,000,010 in total capital commitments from common unitholders, respectively, of which $265,000 and $265,000 were unfunded, respectively.

(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
	March 31, 2024		December 31, 2023
Net distributable earnings (accumulated losses), beginning of period	$	(13,679)	$	(28,501)
Net investment income (loss)	28,140		96,488
Net realized gain (loss)	(1,940)		67
Net unrealized appreciation (depreciation)	(1,355)		13,005
Distributions to unitholders	(27,771)		(94,829)
Tax reclassification of members' capital	—		91
Net distributable earnings (accumulated losses), end of period	$	(16,605)	$	(13,679)

There were no capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended March 31, 2024.

There were no capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended March 31, 2023.

The following table summarizes the Company’s distributions declared and payable for the three months ended March 31, 2024 and for the three months ended March 31, 2023:

Date Declared	Record Date	Payment Date	Per Unit Amount		Total Amount
For the Three Months Ended March 31, 2024
February 29, 2024	March 29, 2024	April 05, 2024	$	0.62	$	27,771
For the Three Months Ended March 31, 2023
March 28, 2023	March 28, 2023	April 06, 2023	$	0.65	$	20,779

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.

The following table summarizes the units issued to unitholders who participated in the DRIP for the three months ended March 31, 2024 and the value of such units as of the payment dates:

Payment Date	DRIP Units Issued	DRIP Units Value
January 04, 2024	1,442,261	$	27,619
Total	1,442,261	$	27,619

The following table summarizes the units issued to unitholders who participated in the DRIP for the three months ended March 31, 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
Total	876,757	$	16,413

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(9)EARNINGS (LOSS) PER UNIT

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

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Net increase in Members' Capital from operations	$	24,845	$	19,185
Weighted average Common Units outstanding	44,744,954		31,928,491
Basic and diluted earnings (loss) per Common Unit	$	0.56	$	0.60

(10)CONSOLIDATED FINANCIAL HIGHLIGHTS

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

	For the Three Months Ended
	March 31, 2024			March 31, 2023
Per Unit Data:(1)
Net asset value, beginning of period	$	19.15		$	18.72
Net investment income (loss)	0.63			0.66
Net unrealized and realized gain (loss)(2)	(0.08)			(0.06)
Net increase (decrease) in net assets resulting from operations	0.55			0.60
Dividends declared	(0.62)			(0.65)
Total increase (decrease) in net assets	(0.07)			(0.05)
Net asset value, end of period	$	19.08		$	18.67
Units outstanding, end of period	44,792,502			31,967,458
Weighted average units outstanding	44,744,954			31,928,491
Total return based on net asset value(3)	2.87		%	3.21		%
Ratio/Supplemental Data:
Members' Capital, end of period	$	854,672		$	596,902
Ratio of total expenses to average Members’ Capital(4)	10.52		%	9.60		%
Ratio of net investment income to average Members’ Capital(4)	13.94		%	14.88		%
Ratio of total contributed capital to total committed capital, end of period	73.50		%	58.50		%
Asset coverage ratio(5)	195.59		%	175.59		%
Portfolio turnover rate	3.64		%	2.66		%

(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 DRIP.
(4)	Amounts are annualized except for incentive fees, and organization and offering costs.
(5)	Effective October 14, 2021, in accordance with Section 61(a)(2) of the 1940 Act, with certain limited exceptions, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Prior to October 14, 2021, in accordance with the 1940 Act, with certain limited exceptions, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 act, was at least 200% after such borrowing.

(11)SUBSEQUENT EVENTS

Subsequent events 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 May 2, 2024, the Company entered into an amendment (the “Fifth Amendment”) to the CBA Subscription Facility. The Fifth Amendment amended certain terms of the CBA Subscription Facility, including, but not limited to, amendments to (a) transition from CDOR to CORRA for Canadian Dollar borrowings, (b) extend the Maturity Date to November 1, 2024 (“New Maturity Date”), (c) allow for the Borrower to extend the New Maturity Date for an additional 6 month term, subject to certain conditions, and (d) decrease the maximum commitment in the amount of $63,500,000 for an aggregate maximum commitment of $175,000,000.

On May 8, 2024, the Board of Directors declared a distribution equal to an amount up to the Company’s net investment income for the second quarter ending June 30, 2024 per unit, payable on or about July 5, 2024 to unitholders of record as of June 28, 2024.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per 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. For the avoidance of doubt, we are not a subsidiary of, or consolidated with, Morgan Stanley. 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;

•uncertainty and changes in the general interest rate environment;

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

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

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

•our contractual arrangements and relationships with third parties;

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

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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, 2023, or the Form 10-K, and Part II, Item 1A of and elsewhere in this Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that 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 in which private equity sponsors have a controlling equity stake in the portfolio company. For 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 criterion.

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.

We have applied for a new exemptive relief order which, if granted, would supersede the Order and would permit us greater flexibility with respect to negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the application). There can be no assurance that we will obtain such new exemptive relief from the SEC.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

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

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

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is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

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 our Administrator in performing its administrative obligations under the administration agreement (the “Administration Agreement”) between us and MS Private Credit Administrative Services LLC (the “Administrator”); and (iii) other operating expenses as detailed below:

•initial organization costs and offering costs incurred prior to the filing of our election to be regulated as a BDC;

•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, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including any investments that are not ultimately made (including, without limitation, any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments) 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;

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

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

•amounts payable to third parties relating to, or associated with, sourcing, evaluating, making, holding, settling, clearing, monitoring, holding or disposing of prospective or actual 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;

•dues and expenses incurred in connection with membership industry or trade organizations;

•distribution payment agent, transfer agent and custodial fees and expenses;

•costs of derivatives and hedging;

•federal, state and local registration fees;

•any fees payable to rating agencies;

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

•costs incurred in connection with the formation or maintenance of entities or vehicles to hold the our assets for tax or other purposes;

•independent director fees and expenses;

•costs of preparing consolidated financial statements and maintaining books and records, costs of preparing tax returns, costs of 1940 Act compliance, 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 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;

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

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

•cost of winding up; and

•all other expenses incurred by either the Administrator or us in connection with administering our business, and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services including, but not limited to, the fees and expenses associated with performing compliance functions.

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

PORTFOLIO AND INVESTMENT ACTIVITY

Portfolio as of March 31, 2024

We had investments in 133 portfolio companies across 28 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 11.8%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of March 31, 2024.

Portfolio as of December 31, 2023

We had investments in 126 portfolio companies across 27 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 December 31, 2023.

Our portfolio as of March 31, 2024 and December 31, 2023 is presented below:

	As of
	March 31, 2024						December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First Lien Debt	$	1,712,078	$	1,703,630	98.5	%	$	1,668,374	$	1,655,758	98.2	%
Second Lien Debt	17,972		7,345		0.4		20,880		15,870		0.9
Other Investments	18,946		18,968		1.1		15,836		15,918		0.9
Total	$	1,748,996	$	1,729,943	100.0	%	$	1,705,090	$	1,687,546	100.0	%

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Investment Activity

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

	As of and For the Three Months Ended
	March 31, 2024			March 31, 2023
New investments committed
Gross principal balance(1)	$	124,313		$	118,279
Less: Syndications	—			—
Net new investments committed	$	124,313		$	118,279
Investments, at cost
Investments, beginning of period	$	1,705,090		$	1,264,933
New investments purchased	104,737			135,710
Net accretion of discount on investments	1,962			1,056
Payment-in-kind	1,453			550
Net realized gain (loss) on investments	(1,939)			23
Investments sold or repaid	(62,307)			(34,273)
Investments, end of period	$	1,748,996		$	1,367,999
Principal amount of investments funded
First lien debt	$	106,360		$	139,548
Second lien debt	—			—
Other Investments(2)	56			61
Total	$	106,416		$	139,609
Amount of investments sold/fully repaid, at principal
First lien debt	$	32,183		$	26,265
Second lien debt	3,300			—
Total	$	35,483		$	26,265
Number of new investment commitments in portfolio companies	9			8
Number of investment commitments exited or fully repaid	2			—
Weighted average yield on debt investments, at cost(3)	11.8		%	11.5		%
Weighted average yield on debt investments, at fair value(3)	12.0		%	11.7		%
Number of portfolio companies	133			109
Percentage of debt investments bearing a floating rate, at fair value	99.9		%	99.9		%
Percentage of debt investments bearing a fixed rate, at fair value	0.1		%	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.

Investment Performance Rating

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

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

Risk Rating 2 — In the opinion of our Investment Adviser, investments in Risk Rating 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 2 investments are generally performing in line with our initial

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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 Risk Rating 2.

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

Risk Rating 4 — In the opinion of our Investment Adviser, investments in Risk Rating 4 involve a borrower performing substantially below expectations and indicate that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. For Risk Rating 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 March 31, 2024 and December 31, 2023 was as follows:

	March 31, 2024				December 31, 2023
	Fair Value		% of Portfolio		Fair Value		% of Portfolio
Risk rating 1	$	—	—	%	$	—	—	%
Risk rating 2	1,685,217		97.4		1,649,919		97.8
Risk rating 3	44,726		2.6		21,632		1.3
Risk rating 4	—		—		15,995		0.9
	$	1,729,943	100.0	%	$	1,687,546	100.0	%

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Total investment income	$	52,826	$	36,842
Less: Total expenses	24,670		15,907
Net investment income before taxes	28,156		20,935
Less: Excise tax expense	16		—
Net investment income after taxes	28,140		20,935
Net change in unrealized appreciation (depreciation)	(1,355)		(1,767)
Net realized gain (loss)	(1,940)		17
Net increase (decrease) in Members' Capital resulting from operations	$	24,845	$	19,185

Investment Income

Investment income was as follows:

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Investment income:
Interest income	$	50,880	$	35,507
Payment-in-kind	777		393
Dividend income	302		265
Other income	867		677
Total Investment Income	$	52,826	$	36,842

In the table above, total investment income increased from $36,842 for the three months ended March 31, 2023 to $52,826 for the three months ended March 31, 2024. 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 $1,367,999 as of March 31, 2023 to $1,748,996 as of March 31, 2024. Weighted average asset yield of debt investments at cost increased from 11.5% at March 31, 2023 to 11.8% as of March 31, 2024.

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Expenses

Expenses were as follows:

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Expenses:
Interest and other financing expenses	$	19,915	$	12,636
Management fees	919		731
Income based incentive fees	2,614		1,944
Professional fees	576		390
Directors' fees	52		51
General and other expenses	594		155
Total expenses	$	24,670	$	15,907
Excise tax expense	$	16	$	—

Interest Expense and Other Financing Expenses

Interest and other financing expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs, were $19,915 and $12,636 for the three months ended March 31, 2024 and March 31, 2023, respectively. The increase was primarily due to higher average borrowings outstanding and increased reference rates. For the three months ended March 31, 2024 and March 31, 2023 average borrowings outstanding were $885,107 and $731,799, respectively. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 were 7.70% and 6.29%, respectively.The combined weighted average effective interest rate (excluding unused fees only) of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 were 8.20% and 6.62%, respectively.

Management Fees

Management fees were $919 and $731 for the three months ended March 31, 2024 and March 31, 2023, respectively. The increase was primarily due to an increase in capital called.

Incentive Fees

The income-based incentive fees were $2,614 and $1,944 for the three months ended March 31, 2024 and March 31, 2023, respectively. The increase was primarily due to an increase in pre-incentive fee net investment income. For more information on incentive fees, including terms thereof, see Note 3. “Related Party Transactions” in the Notes to Consolidated Financial Statements.

Professional Fees and Other Expenses

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.

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

	For the Three Months Ended
	March 31, 2024		March 31, 2023
Realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss):
Non-controlled/non-affiliated investments	$	(1,939)	$	23
Foreign currency and other transactions	(1)		(6)
Net realized gain (loss)	(1,940)		17
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	(1,348)		(1,770)
Translation of assets and liabilities in foreign currencies	(7)		3
Net change in unrealized appreciation (depreciation)	(1,355)		(1,767)
Net realized and unrealized gains (losses)	$	(3,295)	$	(1,750)

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For the three months ended March 31, 2024, net realized losses on our investments was $1,939, which was primarily due to the restructuring of two portfolio companies. For the three months ended March 31, 2023, net realized gain on our investments was $23, primarily driven by the sale of debt investments in our portfolio.

See “Item 1. Consolidated Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 5. Fair Value Measurements” for additional information.

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 March 31, 2024, 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 March 31, 2024, we had approximately $39.8 million of cash, which taken together with our approximately $744.4 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, we expect to be sufficient for our investing activities and to conduct our operations in the near term. As of March 31, 2024, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments of $249.2 million.

Unregistered Sales of Equity Securities

As of March 31, 2024, we had received aggregate capital commitments of $1,000 million.

There were no capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended March 31, 2024.

There were no capital drawdowns delivered pursuant to the Subscription Agreements for the three months ended March 31, 2023.

Distributions and Distribution Reinvestment

The following table summarizes our distributions declared and payable for the three months ended March 31, 2024 and three months ended March 31, 2023:

Date Declared	Record Date	Payment Date	Per Unit Amount		Total Amount
For the Three Months Ended March 31, 2024
February 29, 2024	March 29, 2024	April 05, 2024	$	0.62	$	27,771
For the Three Months Ended March 31, 2023
March 28, 2023	March 28, 2023	April 06, 2023	$	0.65	$	20,779

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 three months ended March 31, 2024 and the value of such units as of the payment dates:

Payment Date	DRIP Units Issued		DRIP Units Value
January 04, 2024	1,442,261		$	27,619
Total	$	1,442,261	$	27,619

The following table summarizes the units issued to unitholders who participated in the DRIP for the three months ended March 31, 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
Total	$	876,757	$	16,413

Debt

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Our outstanding debt obligations were as follows:

	March 31, 2024						December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
CBA Subscription Facility	$	238,500	$	221,500	$	17,000	$	238,500	$	236,500	$	2,000
Barclays Funding Facility(1)	600,000		344,079		255,921		600,000		355,241		244,759
BNP Funding Facility	300,000		161,500		138,500		300,000		153,500		146,500
JPM Funding Facility	500,000		167,000		333,000		500,000		136,000		364,000
Total	$	1,638,500	$	894,079	$	744,421	$	1,638,500	$	881,241	$	757,259

(1) Under the Barclays Funding Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2024 and December 31, 2023, the Company had borrowings denominated in Euros (EUR) of 6.6 million.

For further details, see Note 6. “Debt” in the Notes to Consolidated Financial Statements.

RECENT DEVELOPMENTS

On May 2, 2024, we entered into an amendment (the “Fifth Amendment”) to the CBA Subscription Facility. The Fifth Amendment amended certain terms of the CBA Subscription Facility, including, but not limited to, amendments to (a) transition from CDOR to CORRA for Canadian Dollar borrowings, (b) extend the Maturity Date to November 1, 2024 (“New Maturity Date”), (c) allow for the Borrower to extend the New Maturity Date for an additional 6 month term, subject to certain conditions, and (d) decrease the maximum commitment in the amount of $63,500,000 for an aggregate maximum commitment of $175,000,000.

On May 8, 2024, our Board of Directors declared a distribution equal to an amount up to our net investment income for the second quarter ending June 30,2024 per unit, payable on or about July 5, 2024 to unitholders of record as of June 28, 2024.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, should be read in connection with our consolidated financial statements in Part I, Item 1 of this Report, including Note 2 “Significant Accounting Policies.”

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 consolidated financial statements if not defined herein):

•the Investment Advisory Agreement;

•the Administration Agreement; and

•the Indemnification Agreement.

For further details, see Note 3. “Related Party Transactions” to our consolidated financial statements included in this report.

MS Credit Partners Holdings Investment

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

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 or Valuation Designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. If we 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.

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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—We are operating in a period of capital markets volatility and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have a negative impact on our business and operations.” of our Form 10-K and “Part I, Item 1A. Risk Factors— General Risk Factors — Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, such as the Coronavirus pandemic, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition” of our Form 10-K.

Interest Rate Risk

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

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

	Interest		Interest		Net
Basis Point Change - Interest Rates	Income		Expense		Income
Up 300 basis points	$	52,440	$	(26,814)	$	25,626
Up 200 basis points	$	34,960	$	(17,876)	$	17,084
Up 100 basis points	$	17,480	$	(8,938)	$	8,542
Up 25 basis points	$	4,370	$	(2,234)	$	2,136
Down 25 basis points	$	(4,370)	$	2,234	(2,136)
Down 100 basis points	$	(17,480)	$	8,938	$	(8,542)
Down 200 basis points	$	(34,960)	$	17,876	$	(17,084)
Down 300 basis points	$	(52,440)	$	26,814	$	(25,626)

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls Over Financial Reporting

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

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 previously disclosed under Item 1A of the Form 10-K, which could materially affect our business, financial condition and/or operating results. The risks disclosed in the Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and/or operating results.

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

Sales of Unregistered Securities

There were no issuances of our Common Stock during the quarter ended March 31, 2024, as part of our private offering 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 quarter ended March 31, 2024, 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:

10.1	Amendment No. 5 to Revolving Credit Agreement, dated as of May 2, 2024, 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.(1)
31.1*	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*	Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
32.1**	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

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101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith

** Furnished herewith.

(1) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on May 8, 2024 (File No. 814-01453).

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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: May 14, 2024	By:	/s/ Jeffrey S. Levin
		Jeffrey S. Levin Director and Chief Executive Officer (Principal Executive Officer)
Dated: May 14, 2024	By:	/s/ David Pessah
		David Pessah Chief Financial Officer (Principal Financial Officer)

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