msdlf-20240331

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

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

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 814-01332

Morgan Stanley Direct Lending Fund

(Exact name of registrant as specified in its charter)


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

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

1 (212) 761-4000

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

MSDL

The New York Stock Exchange

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

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

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


Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	x	Smaller reporting company	¨

Emerging growth company	x

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

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

As of May 9, 2024, the Registrant had 89,407,008 shares of common stock, $0.001 par value, outstanding.

MORGAN STANLEY DIRECT LENDING FUND

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

TABLE OF CONTENTS


Part I. Financial Information
Item 1.	Conso lidated Financial Statements (unaudited)	3
	Consolidated Statements of Assets and Liabilities	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Changes in Net Assets	5
	Consolidated Statements of Cash Flows	6
	Consolidated Schedule s of Investments	7
	Notes to the Consolidated Financial Statements	51
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	69
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	77
Item 4.	Controls and Procedures	78
Part II. Other Information
Item 1.	Legal Proceedings	79
Item 1A.	Risk Factors	79
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	79
Item 3.	Defaults Upon Senior Securities	79
Item 4.	Mine Safety Disclosures	79
Item 5.	Other Information	79
Item 6.	Exhibits	79

SIGNATURES

Morgan Stanley Direct Lending Fund

Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share amounts)


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

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

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

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

Commitments and Contingencies (Note 7)

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


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

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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share amounts)


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

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

Net realized and unrealized gain (loss):

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



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


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

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

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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Statements of Changes in Net Assets (Unaudited)

(In thousands, except share and per share amount)


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

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

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

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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Statements of 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 net assets resulting from operations	$	51,684	$	43,777
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation on investments	(2,658)		567

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

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

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

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

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

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


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

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

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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

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

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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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

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

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First Lien Debt

365 Retail Markets, LLC

Revolver

12/23/2026

2,800

—

48Forty Solutions, LLC

Revolver

11/30/2026

814

(104)

AMCP Pet Holdings, Inc. (Brightpet)

Revolver

10/5/2026

1,604

(30)

ARI Network Services, Inc.

Revolver

2/28/2025

2,424

(32)

AWP Group Holdings, Inc.

Delayed Draw Term Loan

8/1/2025

1,579

(16)

AWP Group Holdings, Inc.

Revolver

12/24/2029

561

(6)

Abacus Data Holdings, Inc. (AbacusNext)

Revolver

3/10/2027

140

—

Abracon Group Holdings, LLC

Delayed Draw Term Loan

7/6/2024

441

(113)

Advarra Holdings, Inc.

Delayed Draw Term Loan

8/26/2024

—

Alert Media, Inc.

Revolver

4/10/2026

3,043

(84)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Amerilife Holdings, LLC

Revolver

8/31/2028

437

(4)

Answer Acquisition, LLC

Revolver

12/30/2026

835

(8)

Apex Service Partners, LLC

Delayed Draw Term Loan

10/24/2025

3,445

(62)

Apex Service Partners, LLC

Revolver

10/24/2029

1,574

(28)

Appfire Technologies, LLC

Delayed Draw Term Loan

6/13/2024

1,031

(10)

Appfire Technologies, LLC

Revolver

3/9/2027

129

(1)

Applitools, Inc.

Revolver

5/25/2028

433

(9)

Aptean, Inc.

Delayed Draw Term Loan

1/30/2026

1,824

(9)

Aptean, Inc.

Revolver

1/30/2031

984

(10)

Arcoro Holdings Corp.

Revolver

3/28/2030

1,957

(39)

Assembly Intermediate, LLC

Delayed Draw Term Loan

4/15/2024

1,556

(52)

Assembly Intermediate, LLC

Revolver

10/19/2027

2,074

(70)

Associations, Inc.

Delayed Draw Term Loan

6/10/2024

—

Associations, Inc.

Revolver

7/2/2027

905

(7)

Atlas Us Finco, Inc.

Revolver

12/9/2028

186

—

Avalara, Inc.

Revolver

10/19/2028

1,040

—

Bottomline Technologies, Inc.

Revolver

5/15/2028

267

—

Bradyifs Holdings, LLC

Delayed Draw Term Loan

10/31/2025

619

(8)

Bradyifs Holdings, LLC

Revolver

10/31/2029

631

(8)

Bridgepointe Technologies, LLC

Delayed Draw Term Loan

4/1/2025

4,426

(62)

Bullhorn, Inc.

Revolver

9/30/2026

593

(4)

CLEO Communications Holding, LLC

Revolver

6/9/2027

12,502

(165)

COP Collisionright Parent, LLC

Delayed Draw Term Loan

1/29/2026

3,535

(36)

COP Collisionright Parent, LLC

Revolver

1/29/2030

884

(17)

Caerus US 1, Inc.

Delayed Draw Term Loan

10/28/2024

893

—

Caerus US 1, Inc.

Revolver

5/25/2029

1,171

—

Catalis Intermediate, Inc.

Revolver

8/4/2027

2,778

(100)

Chase Intermediate, LLC

Delayed Draw Term Loan

8/31/2025

10,602

(245)

Chase Intermediate, LLC

Revolver

10/30/2028

530

(10)

Citrin Cooperman Advisors, LLC

Delayed Draw Term Loan

12/13/2025

5,521

(79)

Coupa Holdings, LLC

Delayed Draw Term Loan

8/27/2024

1,085

(7)

Coupa Holdings, LLC

Revolver

2/27/2029

831

(5)

Cyara AcquisitionCo, LLC

Revolver

6/28/2029

313

(5)

Diligent Corporation

Revolver

8/4/2025

2,520

(2)

Dwyer Instruments, Inc.

Delayed Draw Term Loan

12/22/2025

2,954

(40)

Dwyer Instruments, Inc.

Revolver

7/21/2027

1,014

(11)

E-Discovery AcquireCo, LLC

Revolver

8/29/2029

1,618

(23)

EVDR Purchaser, Inc.

Delayed Draw Term Loan

10/2/2024

5,881

(58)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

EVDR Purchaser, Inc.

Revolver

2/14/2031

2,117

(42)

Encore Holdings, LLC

Delayed Draw Term Loan

3/28/2026

8,776

(77)

Encore Holdings, LLC

Revolver

11/23/2027

539

—

Energy Labs Holdings Corp.

Revolver

4/7/2028

—

Excelitas Technologies Corp.

Delayed Draw Term Loan

8/12/2024

—

Excelitas Technologies Corp.

Revolver

8/14/2028

—

FLS Holding, Inc.

Revolver

12/17/2027

1,802

(10)

FMG Suite Holdings, LLC

Revolver

10/30/2026

2,006

(10)

FORTIS Solutions Group, LLC

Delayed Draw Term Loan

6/24/2024

784

—

FORTIS Solutions Group, LLC

Revolver

10/15/2027

2,564

—

Formstack Acquisition Co

Delayed Draw Term Loan

3/30/2026

5,000

(38)

Formstack Acquisition Co

Revolver

3/28/2030

2,500

(38)

Foundation Risk Partners Corp.

Revolver

10/29/2027

4,571

—

Fullsteam Operations, LLC

Delayed Draw Term Loan

5/27/2025

1,273

(9)

Fullsteam Operations, LLC

Delayed Draw Term Loan

11/27/2025

1,099

(8)

Fullsteam Operations, LLC

Delayed Draw Term Loan

8/25/2025

4,500

(33)

Fullsteam Operations, LLC

Delayed Draw Term Loan

2/23/2026

1,125

(8)

Fullsteam Operations, LLC

Revolver

11/27/2029

608

(4)

GC Waves Holdings, Inc.

Delayed Draw Term Loan

12/31/2024

5,683

(81)

GC Waves Holdings, Inc.

Revolver

8/10/2029

331

(5)

GPS Merger Sub, LLC

Delayed Draw Term Loan

10/2/2025

1,274

(21)

GPS Merger Sub, LLC

Revolver

10/2/2029

1,019

(17)

GS AcquisitionCo, Inc.

Delayed Draw Term Loan

3/26/2026

200

(1)

GS AcquisitionCo, Inc.

Revolver

5/25/2028

2,470

—

GSM Acquisition Corp. (GSM Outdoors)

Revolver

11/16/2026

4,280

(21)

Galway Borrower, LLC

Delayed Draw Term Loan

2/2/2026

1,280

(6)

Galway Borrower, LLC

Delayed Draw Term Loan

4/28/2024

1,712

(41)

Galway Borrower, LLC

Revolver

9/29/2028

1,856

(45)

Gateway US Holdings, Inc.

Revolver

9/22/2026

—

Granicus, Inc.

Delayed Draw Term Loan

1/17/2026

1,900

(9)

Granicus, Inc.

Revolver

1/17/2031

1,800

(17)

Ground Penetrating Radar Systems, LLC

Revolver

6/26/2025

1,641

—

Heartland Veterinary Partners, LLC

Revolver

12/10/2026

375

(2)

Helios Service Partners, LLC

Delayed Draw Term Loan

2/7/2025

3,053

(28)

Helios Service Partners, LLC

Revolver

3/19/2027

542

(5)

Higginbotham Insurance Agency, Inc.

Delayed Draw Term Loan

3/23/2025

7,970

(40)

High Street Buyer, Inc.

Delayed Draw Term Loan

3/11/2026

8,711

(86)

High Street Buyer, Inc.

Revolver

4/16/2027

2,136

(21)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Hyland Software, Inc.

Revolver

9/19/2029

1,879

(11)

Icefall Parent, Inc.

Revolver

1/25/2030

507

(10)

Inszone Mid, LLC

Delayed Draw Term Loan

11/10/2025

5,406

(89)

Inszone Mid, LLC

Revolver

11/12/2029

817

(13)

Integrity Marketing Acquisition, LLC

Revolver

8/27/2026

(1)

Iris Buyer, LLC

Delayed Draw Term Loan

10/2/2030

340

(7)

Iris Buyer, LLC

Revolver

10/2/2029

1,001

(21)

KENG Acquisition, Inc.

Delayed Draw Term Loan

8/1/2025

2,040

(20)

KENG Acquisition, Inc.

Revolver

8/1/2029

781

(8)

KWOR Acquisition, Inc.

Delayed Draw Term Loan

6/22/2024

3,473

(35)

KWOR Acquisition, Inc.

Revolver

12/22/2027

(1)

Kaseya, Inc.

Delayed Draw Term Loan

6/23/2025

803

—

Kaseya, Inc.

Revolver

6/25/2029

642

—

Komline Sanderson Engineering Corp.

Delayed Draw Term Loan

5/27/2024

8,529

(64)

Komline Sanderson Engineering Corp.

Revolver

3/17/2026

4,746

(36)

LJ Avalon Holdings, LLC

Delayed Draw Term Loan

8/1/2024

1,028

(11)

LJ Avalon Holdings, LLC

Revolver

2/1/2029

675

(7)

LUV Car Wash Group, LLC

Delayed Draw Term Loan

4/15/2024

—

LegitScript, LLC

Delayed Draw Term Loan

6/24/2024

6,612

(40)

LegitScript, LLC

Revolver

6/24/2028

3,167

(19)

MHE Intermediate Holdings, LLC

Revolver

7/21/2027

2,500

(17)

MRI Software, LLC

Delayed Draw Term Loan

12/19/2025

—

MRI Software, LLC

Revolver

2/10/2027

2,245

(9)

MRI Software, LLC

Revolver

2/10/2027

—

Magneto Components Buyco, LLC

Delayed Draw Term Loan

6/5/2025

3,035

(59)

Magneto Components Buyco, LLC

Revolver

12/5/2029

2,529

(50)

Magnolia Wash Holdings

Revolver

7/14/2028

(8)

Majesco

Revolver

9/21/2027

1,575

(24)

Mantech International CP

Delayed Draw Term Loan

9/14/2024

636

—

Mantech International CP

Revolver

9/14/2028

507

—

Mobile Communications America, Inc.

Delayed Draw Term Loan

10/16/2025

1,921

(18)

Mobile Communications America, Inc.

Revolver

10/16/2029

960

(9)

Montana Buyer, Inc.

Revolver

7/22/2028

400

(2)

Netwrix Corporation And Concept Searching, Inc.

Delayed Draw Term Loan

6/10/2024

(1)

Netwrix Corporation And Concept Searching, Inc.

Revolver

6/11/2029

431

(4)

Oak Purchaser, Inc.

Delayed Draw Term Loan

2/2/2025

1,010

(10)

Oak Purchaser, Inc.

Revolver

4/28/2028

372

(4)

Orion Group Holdco, LLC

Delayed Draw Term Loan

7/24/2025

3,473

(41)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

PCX Holding Corp.

Revolver

4/22/2027

617

(2)

PDFTron Systems, Inc.

Revolver

7/15/2026

6,417

(28)

PDI TA Holdings, Inc.

Delayed Draw Term Loan

2/1/2026

7,620

(37)

PDI TA Holdings, Inc.

Revolver

2/3/2031

2,280

(22)

PPV Intermediate Holdings, LLC

Delayed Draw Term Loan

8/31/2025

15,090

(57)

Pareto Health Intermediate Holdings, Inc.

Revolver

6/1/2029

792

(2)

Patriot Growth Insurance Services, LLC

Revolver

10/16/2028

4,485

(26)

Peter C. Foy & Associates Insurance Services, LLC

Delayed Draw Term Loan

10/19/2024

1,695

(2)

Peter C. Foy & Associates Insurance Services, LLC

Revolver

11/1/2027

832

(8)

Pound Bidco, Inc.

Delayed Draw Term Loan

12/31/2025

297

—

Pound Bidco, Inc.

Revolver

1/30/2026

1,163

—

Procure Acquireco, Inc. (Procure Analytics)

Revolver

12/20/2028

238

(1)

Project Accelerate Parent, LLC

Revolver

2/24/2031

1,250

(12)

Project Boost Purchaser, LLC

Delayed Draw Term Loan

5/2/2024

589

—

Project Boost Purchaser, LLC

Revolver

5/2/2028

449

—

RSC Acquisition, Inc.

Delayed Draw Term Loan

2/14/2025

416

(2)

Randy's Holdings, Inc.

Delayed Draw Term Loan

11/1/2024

1,978

—

Randy's Holdings, Inc.

Revolver

11/1/2028

662

—

Raptor Merger Sub Debt, LLC

Revolver

4/1/2029

1,953

—

Recovery Point Systems, Inc.

Revolver

8/12/2026

4,000

—

Redwood Services Group, LLC

Delayed Draw Term Loan

1/31/2025

—

Redwood Services Group, LLC

Delayed Draw Term Loan

2/5/2026

2,640

(23)

Revalize, Inc.

Revolver

4/15/2027

(3)

Riskonnect Parent, LLC

Delayed Draw Term Loan

7/22/2024

3,662

—

Riskonnect Parent, LLC

Delayed Draw Term Loan

3/1/2025

1,264

(12)

Riskonnect Parent, LLC

Revolver

12/7/2028

915

(17)

RoadOne IntermodaLogistics

Delayed Draw Term Loan

6/30/2024

273

(4)

RoadOne IntermodaLogistics

Revolver

12/29/2028

309

(5)

Securonix, Inc.

Revolver

4/5/2028

3,782

(192)

Sherlock Buyer Corp.

Revolver

12/8/2027

1,286

—

Smarsh, Inc.

Delayed Draw Term Loan

2/18/2025

536

(7)

Smarsh, Inc.

Revolver

2/16/2029

161

(2)

Spectrio, LLC

Revolver

12/9/2026

987

(64)

Spectrum Automotive Holdings Corp.

Delayed Draw Term Loan

6/29/2024

1,154

(21)

Spectrum Automotive Holdings Corp.

Revolver

6/29/2027

881

(16)

Spotless Brands, LLC

Revolver

7/25/2028

145

(1)

Stepping Stones Healthcare Services, LLC

Revolver

12/30/2026

625

(6)

Summit Acquisition, Inc.

Delayed Draw Term Loan

11/1/2024

1,638

—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Summit Acquisition, Inc.

Revolver

5/1/2029

819

—

Summit Buyer, LLC

Delayed Draw Term Loan

8/25/2025

145

(6)

Summit Buyer, LLC

Revolver

1/14/2027

1,991

(80)

Superman Holdings, LLC

Delayed Draw Term Loan

5/1/2025

380

(3)

Surewerx Purchaser III, Inc.

Delayed Draw Term Loan

6/28/2024

1,128

—

Surewerx Purchaser III, Inc.

Revolver

12/28/2028

613

—

Suveto

Revolver

9/9/2027

898

(35)

Sweep Purchaser, LLC

Revolver

6/30/2027

1,406

—

Syntax Systems, Ltd.

Revolver

10/29/2026

1,048

(14)

Tamarack Intermediate, LLC

Delayed Draw Term Loan

10/6/2025

398

(7)

Tamarack Intermediate, LLC

Revolver

3/13/2028

900

(17)

Tank Holding Corp.

Delayed Draw Term Loan

5/22/2024

410

(7)

Tank Holding Corp.

Revolver

3/31/2028

600

(9)

Thrive Buyer, Inc. (Thrive Networks)

Revolver

1/22/2027

1,321

(21)

Tidi Legacy Products, Inc.

Delayed Draw Term Loan

6/19/2025

494

(8)

Tidi Legacy Products, Inc.

Revolver

12/19/2029

355

(6)

Trintech, Inc.

Revolver

7/25/2029

2,092

(30)

Triple Lift, Inc.

Revolver

5/5/2028

2,467

(156)

Trunk Acquisition, Inc.

Revolver

2/19/2026

857

(13)

Two Six Labs, LLC

Revolver

8/20/2027

2,134

(58)

United Flow Technologies Intermediate Holdco II, LLC

Delayed Draw Term Loan

4/15/2024

—

United Flow Technologies Intermediate Holdco II, LLC

Revolver

10/29/2026

1,725

(19)

UpStack, Inc.

Delayed Draw Term Loan

6/30/2025

5,483

(137)

UpStack, Inc.

Revolver

8/20/2027

306

(8)

V Global Holdings, LLC

Revolver

12/22/2025

258

(16)

VRC Companies, LLC

Delayed Draw Term Loan

8/15/2025

443

(6)

VRC Companies, LLC

Revolver

6/29/2027

1,653

—

Vardiman Black Holdings, LLC

Delayed Draw Term Loan

3/29/2026

662

(20)

Vensure Employer Services, Inc.

Delayed Draw Term Loan

5/15/2025

1,915

(21)

Vertex Service Partners, LLC

Delayed Draw Term Loan

11/8/2025

1,866

(40)

Vertex Service Partners, LLC

Revolver

11/8/2030

460

(10)

Vessco Midco Holdings, LLC

Revolver

10/18/2026

437

—

World Insurance Associates, LLC

Revolver

4/3/2028

1,269

(35)

YI, LLC

Delayed Draw Term Loan

5/1/2025

1,178

(15)

YI, LLC

Revolver

12/3/2029

866

(11)

Zarya Intermediate, LLC

Revolver

7/1/2027

3,649

(27)

iCIMS, Inc.

Delayed Draw Term Loan

8/18/2025

—

iCIMS, Inc.

Revolver

8/18/2028

—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

March 31, 2024

(In thousands)


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


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
First Lien Debt
Aerospace & Defense
Jonathan Acquisition Company	(5) (7)	S +	5.00%	10.45%	12/22/2026	2,684	$	2,641	$	2,659	0.15	%
Mantech International CP	(5) (8)	S +	5.75%	11.13%	9/14/2029	355	349		355		0.02
Mantech International CP	(5) (8) (13)	S +	5.75%	11.13%	9/14/2029	31	30		31		—
Mantech International CP	(5) (8) (13)	S +	5.75%	11.13%	9/14/2028	—	(1)		—		—
PCX Holding Corp.	(5) (6) (7)	S +	6.25%	11.75%	4/22/2027	18,047	17,936		17,944		1.04
PCX Holding Corp.	(5) (7)	S +	6.25%	11.75%	4/22/2027	18,172	17,937		18,068		1.05
PCX Holding Corp.	(5) (7) (13)	S +	6.25%	11.75%	4/22/2027	864	854		853		0.05
Two Six Labs, LLC	(5) (6) (8)	S +	5.50%	10.85%	8/20/2027	25,894	25,465		25,366		1.47
Two Six Labs, LLC	(5) (8)	S +	5.50%	10.85%	8/20/2027	4,231	4,169		4,136		0.24
Two Six Labs, LLC	(5) (8) (13)	S +	5.50%	10.85%	8/20/2027	—	(26)		(48)		—
							69,354		69,364		4.03
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(5) (8)	S +	5.75%	11.18%	6/11/2027	14,263	14,048		14,159		0.82
Omni Intermediate Holdings, LLC	(5) (7)	S +	5.00%	10.54%	12/30/2026	12,410	12,324		11,824		0.69
Omni Intermediate Holdings, LLC	(5) (7) (13)	S +	5.00%	10.54%	12/30/2026	1,263	1,247		1,196		0.07
Omni Intermediate Holdings, LLC	(5) (7) (13)	P +	4.00%	12.50%	12/30/2025	832	826		781		0.05
RoadOne IntermodaLogistics	(5) (7)	S +	6.25%	11.61%	12/29/2028	1,655	1,612		1,626		0.09
RoadOne IntermodaLogistics	(5) (7) (13)	S +	6.25%	11.61%	12/29/2028	152	144		144		0.01
RoadOne IntermodaLogistics	(5) (7) (13)	S +	6.25%	11.61%	12/29/2028	20	12		14		—
							30,213		29,744		1.73
Automobile Components
Continental Battery Company	(5) (7)	S +	6.75% (incl. 4.08% PIK)	12.34%	1/20/2027	6,204	6,121		5,165		0.30
Randy's Holdings, Inc.	(5) (7)	S +	6.50%	11.87%	11/1/2028	6,676	6,505		6,653		0.39
Randy's Holdings, Inc.	(5) (7) (13)	S +	6.50%	11.87%	11/1/2028	—	(27)		(8)		—
Randy's Holdings, Inc.	(5) (7) (13)	S +	6.50%	11.87%	11/1/2028	260	238		257		0.01
Sonny's Enterprises, LLC	(5) (6) (7)	S +	6.75%	12.28%	8/5/2028	46,018	45,462		46,018		2.67
Spectrum Automotive Holdings Corp.	(5) (6) (8)	S +	5.75%	11.22%	6/29/2028	23,410	23,162		22,888		1.33
Spectrum Automotive Holdings Corp.	(5) (8) (13)	S +	5.75%	11.22%	6/29/2028	5,366	5,301		5,220		0.30
Spectrum Automotive Holdings Corp.	(5) (8) (13)	S +	5.75%	11.22%	6/29/2027	—	(8)		(20)		—
							86,754		86,173		5.01
Automobiles
ARI Network Services, Inc.	(5) (6) (8)	S +	5.25%	10.60%	2/28/2025	20,512	20,369		20,315		1.18
ARI Network Services, Inc.	(5) (6) (8)	S +	5.25%	10.60%	2/28/2025	3,594	3,569		3,559		0.21
ARI Network Services, Inc.	(5) (8) (13)	S +	5.25%	10.60%	2/28/2025	—	(19)		(29)		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Summit Buyer, LLC	(5) (7)	S +	5.75%	11.26%	1/14/2026	21,896	$	21,670	$	21,370	1.24	%
Summit Buyer, LLC	(5) (7) (13)	S +	5.75%	11.26%	1/14/2026	32,011	31,671		31,239		1.82
Summit Buyer, LLC	(5) (13)	P +	4.75%	13.25%	1/14/2026	—	(22)		(59)		—
Turbo Buyer, Inc.	(5) (7)	S +	6.00%	11.50%	12/2/2025	37,555	37,197		37,202		2.16
Turbo Buyer, Inc.	(5) (7)	S +	6.00%	11.50%	12/2/2025	37,738	37,306		37,383		2.17
							151,741		150,980		8.77
Biotechnology
GraphPad Software, LLC	(5) (6) (7)	S +	5.50%	11.20%	4/27/2027	14,807	14,714		14,751		0.86
GraphPad Software, LLC	(5) (6) (13)	P +	5.00%	13.50%	4/27/2027	875	866		868		0.05
							15,580		15,619		0.91
Chemicals
Tank Holding Corp.	(5) (6) (8)	S +	5.75%	11.21%	3/31/2028	15,713	15,452		15,050		0.87
Tank Holding Corp.	(5) (8) (13)	S +	5.75%	11.21%	3/31/2028	250	237		236		0.01
Tank Holding Corp.	(8) (13)	S +	5.75%	11.21%	3/31/2028	213	202		177		0.01
V Global Holdings, LLC	(5) (6) (8)	S +	5.75%	11.21%	12/22/2027	4,854	4,780		4,756		0.28
V Global Holdings, LLC	(5) (8) (13)	S +	5.75%	11.21%	12/22/2025	276	269		262		0.02
							20,940		20,481		1.19
Commercial Services & Supplies
365 Retail Markets, LLC	(5) (7)	S +	4.75%	10.30%	12/23/2026	17,105	16,922		17,105		0.99
365 Retail Markets, LLC	(5) (7)	S +	4.75%	10.30%	12/23/2026	5,488	5,442		5,488		0.32
365 Retail Markets, LLC	(5) (7) (13)	S +	4.75%	10.30%	12/23/2026	—	(27)		—		—
Atlas Us Finco, Inc.	(5) (7) (10)	S +	7.25%	12.51%	12/9/2029	2,009	1,955		2,009		0.12
Atlas Us Finco, Inc.	(5) (7) (10) (13)	S +	7.25%	12.51%	12/9/2028	—	(5)		—		—
BPG Holdings IV Corp.	(5) (8)	S +	6.00%	11.36%	7/29/2029	11,647	10,972		11,374		0.66
Encore Holdings, LLC	(5) (8)	S +	4.50%	10.45%	11/23/2028	1,831	1,807		1,831		0.11
Encore Holdings, LLC	(5) (8)	S +	4.50%	10.45%	11/23/2028	3,561	3,511		3,561		0.21
Encore Holdings, LLC	(5) (8) (13)	S +	4.50%	10.45%	11/23/2027	—	(6)		—		—
Energy Labs Holdings Corp.	(5) (7)	S +	5.25%	10.71%	4/7/2028	384	379		379		0.02
Energy Labs Holdings Corp.	(5) (7)	S +	5.25%	10.71%	4/7/2028	36	36		36		—
Energy Labs Holdings Corp.	(5) (7) (13)	S +	5.25%	10.71%	4/7/2028	24	23		23		—
FLS Holding, Inc.	(5) (7) (10)	S +	5.25%	10.77%	12/15/2028	19,025	18,733		18,911		1.10
FLS Holding, Inc.	(5) (7) (10)	S +	5.25%	10.77%	12/15/2028	4,461	4,390		4,434		0.26
FLS Holding, Inc.	(5) (7) (10) (13)	S +	5.25%	10.77%	12/17/2027	—	(24)		(11)		—
Helios Service Partners, LLC	(5) (7)	S +	6.25%	11.88%	3/19/2027	6,859	6,703		6,790		0.39
Helios Service Partners, LLC	(5) (7) (13)	S +	6.25%	11.88%	3/19/2027	6,965	6,737		6,836		0.40
Helios Service Partners, LLC	(5) (7) (13)	S +	6.00%	11.62%	3/19/2027	748	719		735		0.04
Iris Buyer, LLC	(5) (7)	S +	6.25%	11.60%	10/2/2030	7,008	6,820		6,820		0.40

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Iris Buyer, LLC	(5) (7) (13)	S +	6.25%	11.60%	10/2/2030	145	$	130	$	130	0.01	%
Iris Buyer, LLC	(5) (7) (13)	S +	6.25%	11.60%	10/2/2029	—	(26)		(26)		—
Atlas Us Finco, Inc.	(5) (10)	S +	7.25%	12.51%	12/9/2029	6,984	6,845		6,845		0.40
PDFTron Systems, Inc.	(5) (6) (7) (10)	S +	5.50%	10.86%	7/15/2027	30,030	29,694		29,550		1.72
PDFTron Systems, Inc.	(5) (7) (10)	S +	5.50%	10.86%	7/15/2027	9,727	9,595		9,571		0.56
PDFTron Systems, Inc.	(5) (7) (10) (13)	S +	5.50%	10.86%	7/15/2026	3,850	3,772		3,727		0.22
Procure Acquireco, Inc. (Procure Analytics)	(5) (8)	S +	5.00%	10.54%	12/20/2028	3,889	3,829		3,773		0.22
Procure Acquireco, Inc. (Procure Analytics)	(5) (8)	S +	5.00%	10.54%	12/20/2028	192	189		186		0.01
Procure Acquireco, Inc. (Procure Analytics)	(5) (8) (13)	S +	5.00%	10.54%	12/20/2028	—	(3)		(7)		—
Sherlock Buyer Corp.	(5) (7)	S +	5.75%	11.20%	12/8/2028	10,950	10,782		10,943		0.64
Sherlock Buyer Corp.	(5) (7) (13)	S +	5.75%	11.20%	12/8/2028	—	(23)		(2)		—
Sherlock Buyer Corp.	(5) (7) (13)	S +	5.75%	11.20%	12/8/2027	—	(17)		(1)		—
Surewerx Purchaser III, Inc.	(5) (8) (10)	S +	6.75%	12.10%	12/28/2029	5,447	5,300		5,447		0.32
Surewerx Purchaser III, Inc.	(5) (8) (10) (13)	S +	6.75%	12.10%	12/28/2029	—	(19)		—		—
Surewerx Purchaser III, Inc.	(5) (8) (10) (13)	S +	6.75%	12.10%	12/28/2028	574	547		574		0.03
Sweep Purchaser, LLC	(5) (7)	S +	5.75%	11.23%	11/30/2026	8,616	8,522		6,878		0.40
Sweep Purchaser, LLC	(5) (7) (13)	S +	5.75%	11.23%	11/30/2026	5,873	5,803		4,634		0.27
Sweep Purchaser, LLC	(5) (7) (13)	S +	5.75%	11.23%	11/30/2026	1,378	1,364		1,094		0.06
Tamarack Intermediate, LLC	(5) (8)	S +	5.75%	11.28%	3/13/2028	5,548	5,462		5,415		0.31
Tamarack Intermediate, LLC	(5) (8) (13)	S +	5.75%	11.28%	3/13/2028	202	192		192		0.01
Tamarack Intermediate, LLC	(5) (8) (13)	S +	5.75%	11.28%	3/13/2028	—	(13)		(22)		—
United Flow Technologies Intermediate Holdco II, LLC	(5) (7)	S +	5.75%	11.28%	10/29/2027	16,801	16,566		16,577		0.96
United Flow Technologies Intermediate Holdco II, LLC	(5) (7) (13)	S +	5.75%	11.28%	10/29/2027	19,651	19,349		19,390		1.13
United Flow Technologies Intermediate Holdco II, LLC	(5) (7) (13)	S +	5.75%	11.28%	10/29/2026	1,845	1,811		1,805		0.10
US Infra Svcs Buyer, LLC	(5) (6) (7)	S +	7.25% (incl. 0.50% PIK)	12.33%	4/13/2026	14,973	14,842		14,193		0.82
US Infra Svcs Buyer, LLC	(5) (6) (7)	S +	7.25% (incl. 0.50% PIK)	12.33%	4/13/2026	2,113	2,095		2,003		0.12
US Infra Svcs Buyer, LLC	(5) (7)	S +	7.25% (incl. 0.50% PIK)	12.33%	4/13/2026	2,250	2,233		2,133		0.12
Vensure Employer Services, Inc.	(5) (8) (13)	S +	5.25%	10.63%	4/1/2027	328	306		306		0.02
VRC Companies, LLC	(5) (6) (7)	S +	5.75%	11.12%	6/29/2027	63,939	63,310		63,856		3.71
VRC Companies, LLC	(5) (7)	S +	5.75%	11.12%	6/29/2027	9,063	8,966		9,051		0.53
VRC Companies, LLC	(5) (7) (13)	S +	5.75%	11.12%	6/29/2027	—	(15)		(2)		—
							306,475		304,534		17.69
Construction & Engineering
KPSKY Acquisition, Inc.	(5) (8)	S +	5.25%	10.74%	10/19/2028	33,864	33,358		33,085		1.92

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
KPSKY Acquisition, Inc.	(5) (8)	S +	5.25%	10.74%	10/19/2028	7,754	$	7,630	$	7,576	0.44	%
LJ Avalon Holdings, LLC	(5) (7)	S +	6.50%	12.04%	2/1/2030	4,131	4,019		4,036		0.23
LJ Avalon Holdings, LLC	(5) (7) (13)	S +	6.50%	12.04%	2/1/2030	658	626		619		0.04
LJ Avalon Holdings, LLC	(5) (7) (13)	S +	6.50%	12.04%	2/1/2029	—	(17)		(15)		—
Superman Holdings, LLC	(5) (7)	S +	6.13%	11.47%	8/31/2027	1,601	1,566		1,581		0.09
Superman Holdings, LLC	(5) (7) (13)	S +	6.13%	11.47%	8/31/2027	—	(4)		(5)		—
							47,178		46,877		2.72
Containers & Packaging
BP Purchaser, LLC	(5) (8)	S +	5.50%	10.95%	12/11/2028	17,161	16,898		16,677		0.97
FORTIS Solutions Group, LLC	(5) (8)	S +	5.50%	10.95%	10/15/2028	26,772	26,371		26,772		1.56
FORTIS Solutions Group, LLC	(5) (8) (13)	S +	5.50%	10.95%	10/15/2028	104	96		104		0.01
FORTIS Solutions Group, LLC	(5) (8) (13)	S +	5.50%	10.95%	10/15/2027	135	101		135		0.01
							43,466		43,688		2.54
Distributors
48Forty Solutions, LLC	(5) (6) (7)	S +	6.00%	11.44%	11/30/2026	17,722	17,455		16,618		0.97
48Forty Solutions, LLC	(5) (13)	P +	5.00%	13.50%	11/30/2026	1,629	1,594		1,459		0.08
ABB Concise Optical Group, LLC	(5) (8)	S +	7.50%	13.01%	2/23/2028	17,008	16,685		14,653		0.85
Avalara, Inc.	(5) (8)	S +	7.25%	12.60%	10/19/2028	11,302	11,070		11,302		0.66
Avalara, Inc.	(5) (8) (13)	S +	7.25%	12.60%	10/19/2028	—	(22)		—		—
Bradyifs Holdings, LLC	(5) (6) (7)	S +	6.00%	11.38%	10/31/2029	7,444	7,298		7,298		0.42
Bradyifs Holdings, LLC	(5) (7) (13)	S +	6.00%	11.38%	10/31/2029	201	191		191		0.01
Bradyifs Holdings, LLC	(5) (7) (13)	S +	6.00%	11.38%	10/31/2029	—	(12)		(12)		—
PT Intermediate Holdings III, LLC	(5) (8)	S +	5.98%	11.47%	11/1/2028	28,342	28,128		27,257		1.58
PT Intermediate Holdings III, LLC	(5) (8)	S +	5.98%	11.47%	11/1/2028	15,768	15,646		15,164		0.88
							98,033		93,930		5.46
Diversified Consumer Services
Apex Service Partners, LLC	(5) (6) (7)	S +	7.00% (incl. 2.00% PIK)	12.38%	10/24/2030	31,834	31,235		31,235		1.81
Apex Service Partners, LLC	(5) (7) (13)	S +	7.00% (incl. 2.00% PIK)	12.38%	10/24/2030	1,692	1,598		1,598		0.09
Apex Service Partners, LLC	(5) (7) (13)	S +	7.00% (incl. 2.00% PIK)	12.38%	10/24/2029	203	156		156		0.01
Assembly Intermediate, LLC	(5) (7)	S +	6.00%	11.45%	10/19/2027	20,741	20,451		19,961		1.16
Assembly Intermediate, LLC	(5) (7) (13)	S +	6.00%	11.45%	10/19/2027	3,630	3,568		3,435		0.20
Assembly Intermediate, LLC	(5) (7) (13)	S +	6.00%	11.45%	10/19/2027	—	(26)		(78)		—
FPG Intermediate Holdco, LLC	(5) (7)	S +	6.50%	12.04%	3/5/2027	418	412		385		0.02
Groundworks, LLC	(5) (6) (7)	S +	6.50%	11.90%	3/14/2030	1,164	1,134		1,157		0.07
Groundworks, LLC	(5) (7) (13)	S +	6.50%	11.90%	3/14/2030	28	25		28		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Groundworks, LLC	(5) (7) (13)	S +	6.50%	11.90%	3/14/2029	—	$	(2)	$	—	—	%
Heartland Home Services, Inc.	(5) (8)	S +	5.75%	11.11%	12/15/2026	1,946	1,936		1,942		0.11
Lightspeed Solution, LLC	(5) (8)	S +	6.50% (incl. 2.17% PIK)	11.86%	3/1/2028	7,881	7,768		7,741		0.45
Lightspeed Solution, LLC	(5) (8) (13)	S +	6.50% (incl. 2.17% PIK)	11.86%	3/1/2028	423	402		379		0.02
LUV Car Wash Group, LLC	(5) (7) (13)	S +	7.00%	12.55%	12/9/2026	714	708		711		0.04
Magnolia Wash Holdings	(5) (7)	S +	6.50%	12.16%	7/14/2028	3,263	3,210		2,947		0.17
Magnolia Wash Holdings	(5) (7)	S +	6.50%	12.16%	7/14/2028	699	687		631		0.04
Magnolia Wash Holdings	(5) (7) (13)	S +	6.50%	12.16%	7/14/2028	87	85		72		—
Spotless Brands, LLC	(5) (7)	S +	6.50%	12.03%	7/25/2028	4,503	4,429		4,463		0.26
Spotless Brands, LLC	(5) (7)	S +	6.50%	12.03%	7/25/2028	852	838		845		0.05
Spotless Brands, LLC	(5) (7) (13)	S +	6.50%	12.03%	7/25/2028	31	29		30		—
Vertex Service Partners, LLC	(5) (6) (8)	S +	5.50%	10.90%	11/8/2030	1,774	1,730		1,730		0.10
Vertex Service Partners, LLC	(5) (8) (13)	S +	5.50%	10.90%	11/8/2030	854	802		802		0.05
Vertex Service Partners, LLC	(5) (8) (13)	S +	5.50%	10.90%	11/8/2030	—	(11)		(11)		—
							81,164		80,159		4.66
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC	(5) (8)	S +	6.00%	11.54%	7/6/2028	6,037	5,943		4,986		0.29
Abracon Group Holdings, LLC	(5) (8) (13)	S +	6.00%	11.54%	7/6/2028	—	(8)		(77)		—
Abracon Group Holdings, LLC	(5) (8)	S +	6.00%	11.54%	7/6/2028	401	395		331		0.02
Dwyer Instruments, Inc.	(5) (8)	S +	5.75%	11.17%	7/21/2027	10,512	10,342		10,303		0.60
Dwyer Instruments, Inc.	(5) (8) (13)	S +	5.75%	11.17%	7/21/2027	2,023	1,960		1,953		0.11
Dwyer Instruments, Inc.	(5) (8) (13)	S +	5.75%	11.17%	7/21/2027	—	(14)		(20)		—
Infinite Bidco, LLC	(5) (9)	S +	6.25%	11.88%	3/2/2028	12,360	12,043		12,285		0.71
Magneto Components Buyco, LLC	(5) (6) (8)	S +	6.00%	11.36%	12/5/2030	15,302	15,024		15,024		0.87
Magneto Components Buyco, LLC	(5) (8) (13)	S +	6.00%	11.36%	12/5/2030	—	(28)		(28)		—
Magneto Components Buyco, LLC	(5) (8) (13)	S +	6.00%	11.36%	12/5/2029	—	(46)		(46)		—
							45,611		44,711		2.60

Financial Services
Applitools, Inc.	(5) (8) (10)	S +	6.25% PIK	11.61%	5/25/2029	3,584	3,541		3,498		0.20
Applitools, Inc.	(5) (8) (10) (13)	S +	6.25%	11.61%	5/25/2028	—	(6)		(10)		—
Cerity Partners, LLC	(5) (8)	S +	6.75%	12.11%	7/30/2029	4,767	4,639		4,767		0.28
Cerity Partners, LLC	(5) (8)	S +	6.75%	12.11%	7/30/2029	6,698	6,528		6,698		0.39
GC Waves Holdings, Inc.	(5) (8)	S +	6.00%	11.46%	8/11/2028	2,302	2,259		2,259		0.13
GC Waves Holdings, Inc.	(5) (8) (13)	S +	6.00%	11.46%	8/11/2028	628	476		503		0.03

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
GC Waves Holdings, Inc.	(5) (8) (13)	S +	6.00%	11.46%	8/11/2028	—	$	(6)	$	(6)	—	%
SitusAMC Holdings Corp.	(5) (8)	S +	5.50%	10.95%	12/22/2027	3,337	3,312		3,330		0.19
Smarsh, Inc.	(5) (8)	S +	5.75%	11.10%	2/16/2029	4,286	4,217		4,213		0.24
Smarsh, Inc.	(5) (8) (13)	S +	5.75%	11.10%	2/16/2029	536	523		518		0.03
Smarsh, Inc.	(5) (8) (13)	S +	5.75%	11.10%	2/16/2029	—	(4)		(5)		—
Trintech, Inc.	(5) (6) (7)	S +	6.50%	11.86%	7/25/2029	34,086	33,440		33,445		1.94
Trintech, Inc.	(5) (7) (13)	S +	6.50%	11.86%	7/25/2029	837	782		782		0.05
							59,701		59,992		3.49
Food Products
AMCP Pet Holdings, Inc. (Brightpet)	(5) (6) (7)	S +	7.00% (incl. 0.75% PIK)	12.50%	10/5/2026	41,763	41,011		40,856		2.37
AMCP Pet Holdings, Inc. (Brightpet)	(5) (7) (13)	S +	7.00% (incl. 0.75% PIK)	12.50%	10/5/2026	3,798	3,715		3,671		0.21
Nellson Nutraceutical, Inc.	(5) (6) (7)	S +	5.75%	11.30%	12/23/2025	18,419	18,265		18,329		1.06
Teasdale Foods, Inc. (Teasdale Latin Foods)	(5) (7)	S +	7.25% (incl. 1.00% PIK)	12.68%	12/18/2025	10,837	10,742		9,928		0.58
							73,733		72,784		4.23
Health Care Equipment & Supplies
Performance Health Holdings, Inc.	(5) (6) (7)	S +	5.75%	11.32%	7/12/2027	9,398	9,275		9,350		0.54
PerkinElmer U.S., LLC	(5) (6) (7)	S +	6.75%	12.00%	3/13/2029	4,383	4,268		4,373		0.25
Tidi Legacy Products, Inc.	(5) (7)	S +	5.50%	10.86%	12/19/2029	3,470	3,400		3,400		0.20
Tidi Legacy Products, Inc.	(5) (7) (13)	S +	5.50%	10.86%	12/19/2029	—	(9)		(9)		—
Tidi Legacy Products, Inc.	(5) (7) (13)	S +	5.50%	10.86%	12/19/2029	—	(13)		(13)		—
YI, LLC	(5) (6) (7)	S +	5.75%	11.09%	12/3/2029	5,654	5,542		5,542		0.32
YI, LLC	(5) (7) (13)	S +	5.75%	11.09%	12/1/2029	—	(12)		(12)		—
YI, LLC	(5) (7) (13)	S +	5.75%	11.09%	12/3/2029	—	(17)		(17)		—
							22,434		22,614		1.31
Health Care Providers & Services
Advarra Holdings, Inc.	(5) (9)	S +	5.25%	10.61%	8/24/2029	454	447		447		0.03
Advarra Holdings, Inc.	(5) (9) (13)	S +	5.25%	10.61%	8/24/2029	—	—		(1)		—
DCA Investment Holdings, LLC	(5) (6) (8)	S +	6.50%	11.85%	4/3/2028	18,680	18,377		18,247		1.06
DCA Investment Holdings, LLC	(5) (8)	S +	6.50%	11.85%	4/3/2028	3,625	3,564		3,541		0.21
Gateway US Holdings, Inc.	(5) (8) (10)	S +	6.50%	11.85%	9/22/2026	750	745		750		0.04
Gateway US Holdings, Inc.	(5) (8) (10)	S +	6.50%	11.85%	9/22/2026	211	210		211		0.01
Gateway US Holdings, Inc.	(5) (8) (10) (13)	S +	6.50%	11.85%	9/22/2026	—	—		—		—
Heartland Veterinary Partners, LLC	(5) (7)	S +	4.75%	10.21%	12/10/2026	1,847	1,835		1,830		0.11
Heartland Veterinary Partners, LLC	(5) (7)	S +	4.75%	10.21%	12/10/2026	4,182	4,158		4,143		0.24
Heartland Veterinary Partners, LLC	(5) (7) (13)	S +	4.75%	10.21%	12/10/2026	—	(2)		(3)		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


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

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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


(1)			Unless otherwise indicated, issuers of debt and equity investments held by the Company (where such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of 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)			Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 “Debt”.
(3)			Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR (“E”) or SOFR (“S”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of 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%, 1-month S at 5.35%, the 3-month S at 5.33%; the 6-month S at 5.16% and the P at 8.50% .
(4)			The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)			These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Valuation Designee, under the supervision of the Board of Directors (the “Board of Directors” or the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(6)			Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined below). See Note 6 “Debt”.
(7)			Loan includes interest rate floor of 1.00%.
(8)			Loan includes interest rate floor of 0.75%.
(9)			Loan includes interest rate floor of 0.50%.
(10)			The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023, non-qualifying assets represented 6.55% of total assets as calculated in accordance with regulatory requirements.
(11)			Investment was on non-accrual status as of December 31, 2023.
(12)			Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of December 31, 2023, the aggregate fair value of these securities is $54,538 or 3.17% of the Company’s net assets. The initial acquisition dates have been included for such securities.

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First Lien Debt

365 Retail Markets, LLC

Revolver

12/23/2026

2,800

—

48Forty Solutions, LLC

Revolver

11/30/2026

1,086

(68)

AMCP Pet Holdings, Inc. (Brightpet)

Revolver

10/5/2026

2,042

(44)

ARI Network Services, Inc.

Revolver

2/28/2025

3,030

(29)

AWP Group Holdings, Inc.

Delayed Draw Term Loan

8/1/2025

1,579

(24)

AWP Group Holdings, Inc.

Revolver

12/24/2029

620

(9)

Abacus Data Holdings, Inc. (AbacusNext)

Revolver

3/10/2027

350

—

Abracon Group Holdings, LLC

Delayed Draw Term Loan

7/6/2024

441

(77)

Advarra Holdings, Inc.

Delayed Draw Term Loan

8/26/2024

(1)

Alert Media, Inc.

Revolver

4/10/2026

3,043

(53)

Amerilife Holdings, LLC

Delayed Draw Term Loan

10/7/2025

147

(2)

Amerilife Holdings, LLC

Revolver

8/31/2028

437

(6)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Answer Acquisition, LLC

Revolver

12/30/2026

192

(3)

Apex Service Partners, LLC

Delayed Draw Term Loan

10/24/2025

5,922

(73)

Apex Service Partners, LLC

Revolver

10/24/2029

2,335

(43)

Appfire Technologies, LLC

Delayed Draw Term Loan

6/13/2024

1,083

(14)

Appfire Technologies, LLC

Revolver

3/9/2027

129

(2)

Applitools, Inc.

Revolver

5/25/2028

433

(10)

Assembly Intermediate, LLC

Delayed Draw Term Loan

1/1/2024

1,556

(58)

Assembly Intermediate, LLC

Revolver

10/19/2027

2,074

(78)

Associations, Inc.

Delayed Draw Term Loan

6/10/2024

(1)

Associations, Inc.

Revolver

7/2/2027

1,203

(11)

Atlas Us Finco, Inc.

Revolver

12/9/2028

186

—

Avalara, Inc.

Revolver

10/19/2028

1,130

—

Bottomline Technologies, Inc.

Revolver

5/15/2028

267

—

Bradyifs Holdings, LLC

Delayed Draw Term Loan

10/31/2025

619

(8)

Bradyifs Holdings, LLC

Revolver

10/31/2029

631

(12)

Bridgepointe Technologies, LLC

Delayed Draw Term Loan

4/1/2025

4,426

(73)

Bullhorn, Inc.

Revolver

9/30/2026

593

(2)

CLEO Communications Holding, LLC

Revolver

6/9/2027

12,502

(196)

Caerus US 1, Inc.

Delayed Draw Term Loan

10/28/2024

893

—

Caerus US 1, Inc.

Revolver

5/25/2029

293

—

Catalis Intermediate, Inc.

Revolver

8/4/2027

2,778

(153)

Chase Intermediate, LLC

Delayed Draw Term Loan

8/31/2025

10,601

(196)

Chase Intermediate, LLC

Revolver

10/30/2028

530

(10)

Citrin Cooperman Advisors, LLC

Delayed Draw Term Loan

12/13/2025

7,275

(70)

Coupa Holdings, LLC

Delayed Draw Term Loan

8/27/2024

1,085

(12)

Coupa Holdings, LLC

Revolver

2/27/2029

831

(9)

Cyara AcquisitionCo, LLC

Revolver

6/28/2029

313

(6)

Diligent Corporation

Revolver

8/24/2025

2,070

(4)

Dwyer Instruments, Inc.

Delayed Draw Term Loan

12/22/2025

2,954

(29)

Dwyer Instruments, Inc.

Revolver

7/21/2027

1,014

(20)

E-Discovery AcquireCo, LLC

Revolver

8/29/2029

1,618

(28)

Encore Holdings, LLC

Revolver

11/23/2027

539

—

Energy Labs Holdings Corp.

Revolver

4/7/2028

—

Excelitas Technologies Corp.

Delayed Draw Term Loan

8/12/2024

—

Excelitas Technologies Corp.

Revolver

8/14/2028

—

FLS Holding, Inc.

Revolver

12/17/2027

1,802

(11)

FMG Suite Holdings, LLC

Revolver

10/30/2026

1,542

(10)

FORTIS Solutions Group, LLC

Delayed Draw Term Loan

6/24/2024

908

—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

FORTIS Solutions Group, LLC

Revolver

10/15/2027

2,564

—

Foundation Risk Partners Corp.

Revolver

10/29/2027

4,571

—

Fullsteam Operations, LLC

Delayed Draw Term Loan

5/27/2025

3,902

(68)

Fullsteam Operations, LLC

Revolver

11/27/2029

608

(18)

GC Waves Holdings, Inc.

Delayed Draw Term Loan

12/31/2024

6,095

(113)

GC Waves Holdings, Inc.

Revolver

8/11/2028

331

(6)

GPS Merger Sub, LLC

Delayed Draw Term Loan

10/2/2025

1,274

(12)

GPS Merger Sub, LLC

Revolver

10/2/2029

1,019

(20)

GS AcquisitionCo, Inc.

Revolver

5/22/2026

2,420

—

GSM Acquisition Corp. (GSM Outdoors)

Revolver

11/16/2026

4,280

(43)

Galway Borrower, LLC

Delayed Draw Term Loan

4/28/2024

1,712

(18)

Galway Borrower, LLC

Revolver

9/30/2027

2,053

(60)

Gateway US Holdings, Inc.

Revolver

9/22/2026

—

GraphPad Software, LLC

Revolver

4/27/2027

875

(3)

Ground Penetrating Radar Systems, LLC

Revolver

6/26/2025

1,641

(14)

Groundworks, LLC

Delayed Draw Term Loan

9/14/2024

—

Groundworks, LLC

Revolver

3/14/2029

—

Heartland Veterinary Partners, LLC

Revolver

12/10/2026

375

(3)

Helios Service Partners, LLC

Delayed Draw Term Loan

2/7/2025

5,933

(59)

Helios Service Partners, LLC

Revolver

3/19/2027

542

(5)

Higginbotham Insurance Agency, Inc.

Delayed Draw Term Loan

8/23/2025

1,254

—

High Street Buyer, Inc.

Revolver

4/16/2027

2,136

—

Hyland Software, Inc.

Revolver

9/19/2029

1,879

(21)

Inszone Mid, LLC

Delayed Draw Term Loan

11/10/2025

6,000

(64)

Inszone Mid, LLC

Revolver

11/12/2029

817

(16)

Integrity Marketing Acquisition, LLC

Revolver

8/27/2026

(1)

Iris Buyer, LLC

Delayed Draw Term Loan

10/2/2030

856

(13)

Iris Buyer, LLC

Revolver

10/2/2029

1,001

(26)

KENG Acquisition, Inc.

Delayed Draw Term Loan

8/1/2025

2,040

(26)

KENG Acquisition, Inc.

Revolver

8/1/2029

781

(10)

KWOR Acquisition, Inc.

Delayed Draw Term Loan

6/22/2024

3,473

(50)

KWOR Acquisition, Inc.

Revolver

12/22/2027

(1)

Kaseya, Inc.

Delayed Draw Term Loan

6/23/2024

803

(4)

Kaseya, Inc.

Revolver

6/25/2029

642

(3)

Komline Sanderson Engineering Corp.

Delayed Draw Term Loan

5/27/2024

8,529

(266)

Komline Sanderson Engineering Corp.

Revolver

3/17/2026

4,746

(148)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

LJ Avalon Holdings, LLC

Delayed Draw Term Loan

8/1/2024

1,028

(24)

LJ Avalon Holdings, LLC

Revolver

2/1/2029

675

(16)

LUV Car Wash Group, LLC

Delayed Draw Term Loan

3/14/2024

274

(1)

LegitScript, LLC

Delayed Draw Term Loan

6/24/2024

6,612

(59)

LegitScript, LLC

Revolver

6/24/2028

3,167

(28)

Lightspeed Solution, LLC

Delayed Draw Term Loan

3/1/2024

2,024

(36)

MHE Intermediate Holdings, LLC

Revolver

7/21/2027

2,500

(25)

MRI Software, LLC

Delayed Draw Term Loan

12/19/2025

—

MRI Software, LLC

Revolver

2/10/2026

2,252

(12)

Magneto Components Buyco, LLC

Delayed Draw Term Loan

6/5/2025

3,035

(28)

Magneto Components Buyco, LLC

Revolver

12/5/2029

2,529

(46)

Magnolia Wash Holdings

Revolver

7/14/2028

(7)

Majesco

Revolver

9/21/2026

1,575

(18)

Mantech International CP

Delayed Draw Term Loan

9/14/2024

—

Mantech International CP

Revolver

9/14/2028

—

Mobile Communications America, Inc.

Delayed Draw Term Loan

10/16/2025

1,921

(14)

Mobile Communications America, Inc.

Revolver

10/16/2029

960

(14)

Montana Buyer, Inc.

Revolver

7/22/2028

400

(3)

Netwrix Corporation And Concept Searching, Inc.

Delayed Draw Term Loan

6/10/2024

1,528

(23)

Netwrix Corporation And Concept Searching, Inc.

Revolver

6/11/2029

431

(6)

Oak Purchaser, Inc.

Delayed Draw Term Loan

4/28/2024

127

(3)

Oak Purchaser, Inc.

Revolver

4/28/2028

372

(8)

Omni Intermediate Holdings, LLC

Delayed Draw Term Loan

6/24/2024

138

(7)

Omni Intermediate Holdings, LLC

Revolver

12/30/2025

233

(11)

PCX Holding Corp.

Revolver

4/22/2027

987

(6)

PDFTron Systems, Inc.

Revolver

7/15/2026

3,850

(62)

PPV Intermediate Holdings, LLC

Delayed Draw Term Loan

8/31/2025

15,090

(124)

Pareto Health Intermediate Holdings, Inc.

Revolver

6/1/2029

792

(6)

Patriot Growth Insurance Services, LLC

Revolver

10/16/2028

4,485

(44)

Peter C. Foy & Associates Insurance Services, LLC

Delayed Draw Term Loan

10/19/2024

1,695

(8)

Peter C. Foy & Associates Insurance Services, LLC

Revolver

11/1/2027

832

(12)

Pound Bidco, Inc.

Delayed Draw Term Loan

12/31/2024

297

—

Pound Bidco, Inc.

Revolver

1/30/2026

1,163

—

Procure Acquireco, Inc. (Procure Analytics)

Revolver

12/20/2028

238

(7)

Project Boost Purchaser, LLC

Delayed Draw Term Loan

5/2/2024

589

(1)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Project Boost Purchaser, LLC

Revolver

5/2/2028

449

—

RSC Acquisition, Inc.

Delayed Draw Term Loan

2/14/2025

610

(5)

Randy's Holdings, Inc.

Delayed Draw Term Loan

11/1/2024

2,248

(8)

Randy's Holdings, Inc.

Revolver

11/1/2028

639

(2)

Raptor Merger Sub Debt, LLC

Revolver

4/1/2028

1,953

(2)

Recovery Point Systems, Inc.

Revolver

8/12/2026

4,000

—

Redwood Services Group, LLC

Delayed Draw Term Loan

1/31/2025

505

(12)

Revalize, Inc.

Revolver

4/15/2027

(1)

Riskonnect Parent, LLC

Delayed Draw Term Loan

7/7/2024

558

(1)

RoadOne IntermodaLogistics

Delayed Draw Term Loan

6/30/2024

273

(5)

RoadOne IntermodaLogistics

Revolver

12/29/2028

309

(6)

Securonix, Inc.

Revolver

4/5/2028

3,782

(210)

Sherlock Buyer Corp.

Delayed Draw Term Loan

9/6/2025

3,215

(2)

Sherlock Buyer Corp.

Revolver

12/8/2027

1,286

(1)

Smarsh, Inc.

Delayed Draw Term Loan

2/18/2024

536

(9)

Smarsh, Inc.

Revolver

2/16/2029

268

(5)

Spectrio, LLC

Revolver

12/9/2026

493

(25)

Spectrum Automotive Holdings Corp.

Delayed Draw Term Loan

6/29/2024

1,154

(26)

Spectrum Automotive Holdings Corp.

Revolver

6/29/2027

881

(20)

Spotless Brands, LLC

Revolver

7/25/2028

114

(1)

Stepping Stones Healthcare Services, LLC

Delayed Draw Term Loan

1/1/2024

276

(4)

Stepping Stones Healthcare Services, LLC

Revolver

12/30/2026

625

(9)

Summit Acquisition, Inc.

Delayed Draw Term Loan

11/1/2024

1,638

(25)

Summit Acquisition, Inc.

Revolver

5/1/2029

819

(12)

Summit Buyer, LLC

Delayed Draw Term Loan

8/25/2025

197

(5)

Summit Buyer, LLC

Revolver

1/14/2026

2,443

(59)

Superman Holdings, LLC

Delayed Draw Term Loan

5/1/2025

380

(5)

Surewerx Purchaser III, Inc.

Delayed Draw Term Loan

6/28/2024

1,128

—

Surewerx Purchaser III, Inc.

Revolver

12/28/2028

494

—

Suveto

Revolver

9/9/2027

930

(19)

Sweep Purchaser, LLC

Delayed Draw Term Loan

5/5/2024

273

(55)

Sweep Purchaser, LLC

Revolver

11/30/2026

(6)

Syntax Systems Ltd

Revolver

10/29/2026

1,447

(26)

Tamarack Intermediate, LLC

Delayed Draw Term Loan

10/6/2025

398

(6)

Tamarack Intermediate, LLC

Revolver

3/13/2028

900

(22)

Tank Holding Corp.

Delayed Draw Term Loan

5/22/2024

494

(10)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)


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

Table of Contents

Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2024

(In thousands, except shares and per share amounts)

(1) ORGANIZATION

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

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

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

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

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

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

Table of Contents

(2) 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.

Consolidation

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

Cash

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

Foreign Currency Translation

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

Investments

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

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

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

Revenue Recognition

Interest Income

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

PIK Income

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

Dividend Income

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. 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 and December 31, 2023, the Company had three and three investments, respectively, that were on non-accrual status. The amortized cost of investments on non-accrual status as of March 31, 2024 and December 31, 2023 was $12,374 and $19,353, respectively.

Offering Costs

The Company records expenses related to public equity offerings as a reduction of capital upon completion of an offering of registered securities.

Deferred Financing Costs and Debt Issuance Costs

Deferred financing and debt issuance costs consist of fees and expenses paid in connection with the closing of and amendments to the Company’s borrowings. The aforementioned costs are amortized using the straight-line method over each instrument’s term. Deferred financing costs related to a revolving credit facility is presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. Deferred debt issuance costs related to any notes are presented net against the outstanding debt balance on the Consolidated Statements of Assets and Liabilities.

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Income Taxes

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

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

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

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

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

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)SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

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

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

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

Base Management Fee

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

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

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

Waived Base Management Fees are not subject to recoupment by the Adviser. For services rendered under the Investment Advisory Agreement, the Base Management Fee is payable quarterly in arrears. Base Management Fees for any partial month or quarter will be appropriately pro-rated.

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

Incentive Fee

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

i.Incentive Fee Based on Income

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ii.Incentive Fee Based on Capital Gains

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

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

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

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For the three months ended March 31, 2024 and March 31, 2023, the Investment Adviser accrued $0 and $0 capital gains incentive fees. The Investment Advisory Agreement does not permit unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser. Amounts due related to unrealized capital appreciation, if any, will not be paid to the Investment Adviser until realized under the terms of the Investment Advisory Agreement and determined based on the calculation. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.

As of March 31, 2024 and December 31, 2023, $0 and $0, respectively, were payable to the Investment Adviser relating to capital gains incentive fees payable.

Administration Agreement

MS Private Credit Administrative Services LLC (the “Administrator”) is the administrator of the Company pursuant to an administration agreement (the “Administration Agreement”). The Administrator is an indirect, wholly owned subsidiary of Morgan Stanley. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements 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, including the Company’s allocable portion of the compensation paid to its Chief Financial Officer and Chief Compliance Officer. Reimbursement under the Administration Agreement occurs quarterly in arrears. The Administration Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors, which most recently approved the renewal of the Administration Agreement in August 2023.

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

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

Sub-Administration Agreement

The Company has entered into sub-administration agreement with State Street Bank and Trust Company (the “Sub-Administrator”) under which the Sub-Administrator provides various accounting and administrative services to the Company. The Sub-Administrator also serves as the Company’s custodian, transfer agent, distribution paying agent and registrar.

Placement Agent Agreement

On August 30, 2019, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Morgan Stanley Distribution Inc. (the “Paying Agent”), Morgan Stanley Smith Barney LLC (the “Placement Agent”) and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates assisted in the placement of Common Stock in the Company’s private offerings. The Company was not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement. Payments were made by the Investment Adviser to the Placement Agent. To the extent the Paying Agent received any payments it would remit the payment to the Placement Agent. The Placement Agent Agreement terminated on January 24, 2024.

MS Credit Partners Holdings, Inc. Investment

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

Morgan Stanley & Co. Related Transactions

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

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

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

(4) INVESTMENTS

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

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

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


	March 31, 2024		December 31, 2023
Aerospace & Defense	2.3	%	2.2	%
Air Freight & Logistics	0.5		1.1
Automobile Components	3.4		3.5
Automobiles	4.8		4.7
Biotechnology	0.5		0.5
Chemicals	0.6		0.6
Commercial Services & Supplies	9.3		9.6
Construction & Engineering	1.8		1.5
Consumer Staples Distribution & Retail	0.6		—
Containers & Packaging	1.4		1.4
Distributors	2.8		2.9
Diversified Consumer Services	3.4		2.5
Electronic Equipment, Instruments & Components	2.0		2.1
Energy Equipment & Services	0.4		0.5
Financial Services	1.8		1.9
Food Products	2.3		2.3
Health Care Equipment & Supplies	0.6		0.7
Health Care Providers & Services	4.1		4.6
Health Care Technology	1.8		1.9
Industrial Conglomerates	1.4		1.3
Insurance Services	15.1		14.9
Interactive Media & Services	3.0		3.2
IT Services	8.6		8.7
Leisure Products	0.7		0.7
Machinery	2.0		2.1
Multi-Utilities	0.6		0.7
Pharmaceuticals	0.4		0.4
Professional Services	3.7		3.8
Real Estate Management & Development	5.1		5.3
Software	14.8		14.2
Wireless Telecommunication Services	0.2		0.2
Total	100.0	%	100.0	%

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

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

(5) FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

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

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

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

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

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

4)the Audit Committee reviews the assessments of the Valuation Designee and the independent third-party valuation firms and 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	$	—	$	21,645	$	3,093,759	$	3,115,404	$	—	$	24,674	$	2,979,870	$	3,004,544
Second Lien Debt	—		35,921		82,186		118,107		—		35,567		96,848		132,415
Other Investments	—		—		43,728		43,728		—		—		40,636		40,636
Subtotal	$	—	$	57,566	$	3,219,673	$	3,277,239	$	—	$	60,241	$	3,117,354	$	3,177,595
Investment measured at net asset value(1)							15,966								15,966
Total							$	3,293,205							$	3,193,561

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

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


	First Lien Debt		Second Lien Debt		Other Securities		Total Investments
Fair value, beginning of period	$	2,979,870	$	96,848	$	40,636	$	3,117,354
Purchases of investments(1)	189,612		836		1,982		192,430
Proceeds from principal repayments and sales of investments(1)	(85,316)		(10,450)		—		(95,766)
Accretion of discount/amortization of premium	2,510		172		2		2,684
Payment-in-kind	2,493		135		598		3,226
Net change in unrealized appreciation (depreciation)	6,593		(5,355)		510		1,748
Net realized gains (losses)	(5,625)		—		—		(5,625)
Transfers into/(out) of Level 3(2)	3,622		—		—		3,622
Fair value, end of period	$	3,093,759	$	82,186	$	43,728	$	3,219,673

Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2024	$	6,024	$	(5,525)	$	510	$	1,009

(1) Includes transactions relating to restructurings.

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

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


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

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

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

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

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	March 31, 2024
					Range
	Fair Value		Valuation Technique	Significant Unobservable Input	Low		High		Weighted Average(1)
Investments in first lien debt	$	3,093,759	Yield Analysis	Discount Rate	8.99	%	25.19	%	11.37	%

Investments in second lien debt	$	82,186	Yield Analysis	Discount Rate	11.19	%	15.77	%	13.79	%

Investments in other securities:
Unsecured debt	$	1,912	Income Approach	Discount Rate	14.70	%	14.70	%	14.70	%
	251		Market Approach	EBITDA Multiple	9.00x		9.00x		9.00x
Preferred equity	20,778		Income Approach	Discount Rate	9.90	%	24.76	%	12.45	%
	1,275		Market Approach	Revenue Multiple	7.50x		7.50x		7.50x
Common equity	17,225		Market Approach	EBITDA Multiple	8.05x		18.72x		13.03x
	2,287		Market Approach	Revenue Multiple	7.58x		8.75x		8.35x

Total Investments	$	3,219,673

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


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

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

Total Investments	$	3,117,354

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

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

Financial instruments disclosed but not carried at fair value

The Company’s debt is presented at carrying value on the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s 2027 Notes (as defined below in Note 6. “Debt”) are based on third party pricing received by the Company. The fair value of the Company’s credit facilities and 2025 Notes are estimated in accordance with the Company's valuation policy. The carrying value, fair value and level of the Company’s debt were as follows:

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

BNP Funding Facility	3	$	300,000	$	300,000	$	282,000	$	282,000
Truist Credit Facility	3	492,257		492,257		520,263		520,263
2027 Notes(1)	2	421,167		410,083		420,834		407,617
2025 Notes(1)	3	273,237		275,000		272,935		275,000
Total		$	1,486,661	$	1,477,340	$	1,496,032	$	1,484,880

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

The carrying amounts of the Company’s 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 debt obligations were as follows.


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

(1)As of March 31, 2024 and December 31, 2023, a letter of credit of $3,998 and $253, respectively, was outstanding, which reduced the unused availability under the Truist Credit Facility by the same amount. Under the Truist Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of March 31, 2024 and December 31, 2023, the Company had borrowings denominated in Euros (EUR) of 238 and 238, respectively.

(2)As of March 31, 2024, the carrying value of the Company’s 2027 Notes and 2025 Notes were presented on the Consolidated Statements of Assets and Liabilities net of unamortized debt issuance costs of $3,219 and $1,763, and unamortized original issuance discount of $614 and $0, respectively. As of December 31, 2023, the carrying value of the Company’s 2027 Notes and 2025 Notes were presented on the Consolidated Statements of Assets and Liabilities net of unamortized debt issuance costs of $3,499 and $2,065, and unamortized original issuance discount of $667 and $0, respectively.

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 6.69% and 6.23%, respectively. The combined weighted average effective interest rate (excluding unused fees only) of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 was 7.12% and 6.57%, respectively. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 was $1,462,796 and $1,584,809, respectively.

As of March 31, 2024 and December 31, 2023, the Company was in compliance with all covenants and other requirements of each of the credit facilities, the 2027 Notes and the 2025 Notes.

BNP Funding Facility

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

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


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

Truist Credit Facility

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

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

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


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	8,628		$	7,822
Facility unused commitment fees	635			543
Amortization of deferred financing costs	513			439
Total	$	9,776		$	8,804
Weighted average interest rate	7.33		%	6.45		%
Weighted average outstanding balance	$	465,631		$	484,809

Unsecured Notes

2027 Notes

On February 11, 2022, the Company issued $425,000 in aggregate principal amount of 4.50% notes due 2027 (the restricted securities initially issued on February 11, 2022 together with the unrestricted securities issued pursuant to the exchange offer described below, the “2027 Notes”). The 2027 Notes will mature on February 11, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the indenture governing the 2027 Notes. The 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness,

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

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

The summary information of 2027 Notes is as follows:


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Borrowing interest expense	$	4,781		$	4,781
Accretion of original issuance discount	54			53
Amortization of debt issuance costs	280			276
Total	$	5,115		$	5,110
Stated interest rate	4.50		%	4.50		%

2025 Notes

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

The summary information of 2025 Notes is as follows:


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

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

(7) COMMITMENTS AND CONTINGENCIES

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

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

(8) NET ASSETS

Equity

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

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

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


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

Distributions

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

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

Date Declared

Record Date

Payment Date

Per Share Amount

Shares(1)

For the Three Months Ended March 31, 2024

February 29, 2024

March 29, 2024

April 25, 2024

0.50

513,697

For the Three Months Ended March 31, 2023

March 28, 2023

April 25, 2023

0.50

482,781

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

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


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



		$	0.20

Share Repurchase Plan

On January 25, 2024, the Company entered into a share repurchase plan, or the Company 10b5-1 Plan, to acquire up to $100 million in the aggregate of the Company’s Common Stock at prices below the Company’s net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company 10b5-1 Plan was approved by the Board of Directors on September 11, 2023. The Company 10b5-1 Plan requires Wells Fargo Securities, LLC, as the Company’s agent, to repurchase Common Stock on its behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced net asset value per share, including any distributions declared). Under the Company 10b5-1 Plan, the volume of purchases would be expected to increase as the price of the Company’s Common Stock declines, subject to volume restrictions. The timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of the Company’s Common Stock and trading volumes, and no assurance can be given that Common Stock will

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be repurchased in any particular amount or at all. The repurchase of shares pursuant to the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit repurchases under certain circumstances. The Company 10b5-1 Plan commenced beginning 60 calendar days following the end of the “restricted period” under Regulation M and will terminate upon the earliest to occur of (i) 12-months from the commencement date of the Company 10b5-1 Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.

The “restricted period” under Regulation M ended upon the closing of the Company's IPO and, therefore, the Common Stock repurchases/purchases described above began on March 26, 2024.

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

(9) EARNINGS (LOSS) PER SHARE

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


	For the Three Months Ended
	March 31, 2024		March 31, 2023
Numerator—net increase/(decrease) in net assets resulting from operations	$	51,684	$	43,777
Denominator—weighted average shares outstanding	87,358,527		70,863,184
Basic and diluted earnings (loss) per share	$	0.59	$	0.62

(10) CONSOLIDATED FINANCIAL HIGHLIGHTS

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


	For the Three Months Ended
	March 31, 2024			March 31, 2023
Per Share Data(1):
Net asset value, beginning of period	$	20.67		$	19.81
Net investment income (loss)	0.63			0.62
Net unrealized and realized gain (loss)(2)	(0.05)			—
Net increase (decrease) in net assets resulting from operations	0.58			0.62
Dividends declared	(0.50)			(0.50)
Issuance of common stock, net of underwriting and offering costs	(0.08)			—
Total increase (decrease) in net assets	—			0.12
Net asset value, end of period	$	20.67		$	19.93
Per share market value, end of period	21.55			N/A
Shares outstanding, end of period	88,894,490			70,981,913
Weighted average shares outstanding	87,358,527			70,863,184
Total return based on net asset value(3)	2.42		%	3.11		%
Total return based on market value(4)	6.78		%	N/A
Ratio/Supplemental Data (all amounts in thousands except ratios):
Net assets, end of period	$	1,837,027		$	1,414,598
Ratio of net expenses to average net assets(5)	8.10		%	9.19		%
Ratio of expenses before waivers to average net assets(5)	8.85		%	10.74		%
Ratio of net investment income to average net assets(5)	13.69		%	14.57		%


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

(1)The per share data was derived by using the weighted average shares 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 Stock at the opening of the first day of the period and a sale on the closing of the last business day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company’s DRIP.

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

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

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

(11) SUBSEQUENT EVENTS

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

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

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

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

•our future operating results;

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

•risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of global health events;

•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 the “Investment Adviser”), and its affiliates;

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

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

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

•the adequacy of our financing sources and working capital;

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

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

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

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

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

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

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

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

The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.” Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved. This discussion contains forward-looking statements, which relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 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

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

OVERVIEW

We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the "1940 Act"). 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 the purposes of this Report, “middle-market companies” refers to companies that, in general, generate annual earnings before interest, tax, depreciation and amortization ("EBITDA") in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criterion.

We invest primarily in directly originated senior secured term loans including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Typical middle-market senior loans may be issued by middle-market companies in the context of leveraged buyouts ("LBOs"), 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 stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.

We have applied for a new exemptive relief order which, if granted, would supersede the Order with respect to negotiated co-investment transactions alongside certain Regulated Funds and 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 is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities.

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

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Expenses

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

•costs of any other offerings of our Common Stock and other securities;

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

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

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

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

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

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

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

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

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

•transfer agent and custodial fees;

•costs of derivatives and hedging;

•commissions and other compensation payable to brokers or dealers;

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

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

•federal and state registration fees;

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

•independent director fees and expenses;

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

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

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

•fees and expenses associated with marketing efforts;

•any fidelity bond required by applicable law;

•any necessary insurance premiums;

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

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

•cost of winding up; and

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

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

PORTFOLIO AND INVESTMENT ACTIVITY

The composition of our portfolio is presented below:

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

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


	As of
	March 31, 2024			December 31, 2023

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

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

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

3 Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, as applicable on 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..

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

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

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

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Investment Activity

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


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

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

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

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

(2)Represents dollar amount of other investments funded.

Investment Performance Rating

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

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 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

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

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


	March 31, 2024				December 31, 2023
	Fair Value		% of Total		Fair Value		% of Total
Risk rating 1	$	10,175	0.3	%	$	5,950	0.2	%
Risk rating 2	3,230,398		98.1		3,126,464		97.9
Risk rating 3	52,632		1.6		49,257		1.5
Risk rating 4	—		—		11,890		0.4
	$	3,293,205	100.0	%	$	3,193,561	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	$	99,101	$	83,639
Less: Net expenses	44,014		39,417
Net investment income (loss) before taxes	55,087		44,222
Less: Excise tax expense	436		—
Net investment income (loss) after taxes	54,651		44,222
Net change in unrealized appreciation (depreciation)	2,658		(567)
Net realized gain (loss)	(5,625)		122
Net increase (decrease) in net assets resulting from operations	$	51,684	$	43,777

Investment Income

Investment income was as follows:


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

In the table above, total investment income increased from $83,639 for the three months ended March 31, 2023 to $99,101 for the three months ended March 31, 2024. The increase was primarily driven by our deployment of capital and rising SOFR rates on our floating-rate debt investments. The size of our investment portfolio at amortized cost increased from $2,992,717 as of March 31, 2023 to $3,323,767 as of March 31, 2024. Weighted average asset yield of debt investments at cost increased from 11.5% at March 31, 2023 to 11.9% at March 31, 2024.

Expenses

Expenses were as follows:

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	For the Three Months Ended
	March 31, 2024		March 31, 2023
Expenses:
Interest and other financing expenses	$	27,260	$	26,667
Management fees	8,230		7,304
Income based incentive fees	11,336		9,381
Professional fees	1,217		1,241
Directors’ fees	146		80
Administrative service fees	25		54
General and other expenses	108		168
Total expenses	48,322		44,895

Management fees waiver (Note 3)	(3,098)		(5,478)
Incentive fees waiver (Note 3)	(1,210)		—
Net expenses	$	44,014	$	39,417
Excise tax expense	$	436	$	—

Interest and Other Financing Expenses

Interest and other financing expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs, were $27,260 and $26,667 for the three months ended March 31, 2024 and March 31, 2023, respectively. The increase was primarily due to increased reference rates and higher cost of unsecured debt issued partially offset by lower average borrowings outstanding. For the three months ended March 31, 2024 and March 31, 2023, average borrowings outstanding were $1,462,796 and $1,584,809, respectively. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 was 6.69% and 6.23%, respectively. The combined weighted average effective interest rate (excluding unused fees only) of the aggregate borrowings outstanding for the three months ended March 31, 2024 and March 31, 2023 was 7.12% and 6.57%, respectively.

Management Fees

Base management fees, net of waiver, were $5,132 and $1,826 for the three months ended March 31, 2024 and March 31, 2023. The increases were primarily due to an increase in average gross assets. Refer to Note 3 “Related Party Transactions” for additional information about the management fee waiver.

Incentive Fee

The incentive fee consists of two components: (1) income based incentive fee and (2) capital gains incentive fee. The income based incentive fees, net of waiver, were $10,126 and $9,381 for the three months ended March 31, 2024 and March 31, 2023. The increases were primarily due to an increase in pre-incentive fee net investment income. Refer to Note 3 “Related Party Transactions” for additional information about the incentive fees waiver.

Professional Fees, Administrative Service Fee and Other Expenses

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

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


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


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


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

For the three months ended March 31, 2024 net realized losses on our investments was $5,625, which was primarily due to the restructuring of three portfolio companies.

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For the three months ended March 31, 2024, net change in unrealized appreciation on our investments of $2,658, was primarily the result of the changes in spreads in the primary and secondary markets.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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

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

Equity

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

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

Distributions and Dividend Reinvestment

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

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

Date Declared

Record Date

Payment Date

Per Share Amount

Shares(1)

For the Three Months Ended March 31, 2024

February 29, 2024

March 29, 2024

April 25, 2024

0.50

513,697

For the Three Months Ended March 31, 2023

March 28, 2023

April 25, 2023

0.50

482,781

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

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


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



		$	0.20

Share Repurchase Plan

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

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

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Debt

Our outstanding debt obligations were as follows:


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

For additional information on our debt obligations, see Note 6. “Debt” to our consolidated financial statements included in this report.

RECENT DEVELOPMENTS

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

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

CRITICAL ACCOUNTING ESTIMATES

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates including those relating to the valuation of our investment portfolio, should be read in connection with our consolidated financial statements in Part I, Item 1 of this Report, 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 unaudited financial statements if not defined herein):

•the Investment Advisory Agreement;

•the Administration Agreement; and

•the License Agreement.

See Note 3. “Related Party Transactions” to our consolidated financial statements included in this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Valuation Risk

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

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

Market Risk

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

Interest Rate Risk

We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at 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 Statement of Assets and Liabilities 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	$	98,822	$	(23,768)	$	75,054
Up 200 basis points	$	65,881	$	(15,845)	$	50,036
Up 100 basis points	$	32,941	$	(7,923)	$	25,018
Up 25 basis points	$	8,235	$	(1,981)	$	6,254
Down 25 basis points	$	(8,235)	$	1,981	$	(6,254)
Down 100 basis points	$	(32,941)	$	7,923	$	(25,018)
Down 200 basis points	$	(65,881)	$	15,845	$	(50,036)
Down 300 basis points	$	(98,822)	$	23,768	$	(75,054)

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.

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Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred for the 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 Adviser and the Administrator may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Each of the Company, the Adviser and the Administrator is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company. See also “Note 1 to Consolidated Financial Statements in Part I, Item 1. Consolidated Financial Statements and Supplementary Data” of this Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this Report, you should carefully consider the risk factors 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

Refer to “Item 1. Financial Statements—Notes to Consolidated Financial Statements—Note 8. Net Assets” in this Report.

Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

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

Appointment of an Officer

On May 8, 2024, the Board appointed Jonathan Frohlinger as Principal Accounting Officer of the Company, effective May 10, 2024.

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

There is no arrangement or understanding between Mr. Frohlinger and any other person pursuant to which he was appointed as Principal Accounting Officer. Further, with regard to Mr. Frohlinger, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.

Item 6. Exhibits

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

(b) Exhibits

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

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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.


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

Dated: May 9, 2024	By:	/s/ David Pessah
		David Pessah Chief Financial Officer (Principal Financial Officer)