What changed in this filing

/stocks — the workspaceLOADING

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2022-03-18 compared with 2021-03-19 · 1118 added, 184 removed, 763 unchanged (63% of the section changed)

23 unchanged sentences

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.

In addition, the Coronavirus pandemic has resulted in a decrease in LIBOR and a general reduction of certain interest rates by the U.S.

Federal Reserve and other central banks.

A continued decline in interest rates, including LIBOR, could result in a reduction of our gross investment income.

In addition, our net investment income could also decline if such decreases in LIBOR are not offset by, among other things, a corresponding increase in the spread over LIBOR in our portfolio investments, a decrease in our operating expenses, or a decrease in the interest rates of our liabilities that are tied to LIBOR.

See “Item 1A.

Risk Factors—Risks Relating to Our Business and Structure—Changes in LIBOR, or its discontinuation, may adversely affect our business and results of operations.”

As of December 31, 2019, our exposure to changes in interest rates was immaterial.

As of December 31, 2021, 99.9% of our debt investments were at floating rates.

Based on our Consolidated Statements of Assets and Liabilities as of December 31, 2020, the following table shows the annualized impact on net income of hypothetical base 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 December 31, 2020) (dollar amounts in thousands):

Based on our Consolidated Statement of Assets and Liabilities as of December 31, 2021, the following table shows the annualized impact on net income of hypothetical base 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 December 31, 2021) (dollar amounts in thousands):

Interest Interest Net

12 unchanged sentences

Consolidated Statements of Assets and Liabilities as of December 31, 2021 and 2020

Consolidated Statements of Operations for the Year ended December 31, 2020 and for the period from May 30, 2019 (inception) to December 31, 2019

Consolidated Statements of Changes in Net Assets for the Year ended December 31, 2020 and for the period from May 30, 2019 (inception) to December 31, 2019

Consolidated Statements of Cash Flows for the Year ended December 31, 2020 and for the period from May 30, 2019 (inception) to December 31, 2019

Consolidated Schedule of Investments as of December 31, 2020

Consolidated Statements of Operations for the Year ended December 31, 2021, December 31, 2020, and From May 19, 2019 (inception) to December 31, 2019

Consolidated Statements of Changes in Net Assets for the Year ended December 31, 2021, December 31, 2020, and From May 19, 2019 (inception) to December 31, 2019 .

Consolidated Statements of Cash Flows for the Year ended December 31, 2021, December 31, 2021, December 31, 2020, and From May 19, 2019 (inception) to December 31, 2019.

Consolidated Schedule of Investments as of December 31, 2021 and 2020

Notes to the Consolidated Financial Statements

2 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of assets and liabilities of Morgan Stanley Direct Lending Fund (the "Company"), including the consolidated schedule of investments, as of December 31, 2020, the related consolidated statements of operations, changes in net assets, and cash flows for the year ended December 31, 2020 and the period from May 30, 2019 (inception) to December 31, 2019, and the financial highlights for the year ended December 31, 2020, and the related notes.

In our opinion, the consolidated financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations, changes in net assets, cash flows, and financial highlights for the year ended December 31, 2020 and the period from May 30, 2019 (inception) to December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated statements of assets and liabilities of Morgan Stanley Direct Lending Fund and subsidiaries (the "Company"), including the consolidated schedule of investments, as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in net assets and cash flows for the years ended December 31, 2021 and 2020 and the period from May 30, 2019 (inception) to December 31, 2019, the financial highlights for the years ended December 31, 2021, and 2020, and the related notes.

In our opinion, the consolidated financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations, changes in net assets, cash flows, and financial highlights for the years ended December 31, 2021 and 2020 and the period from May 30, 2019 (inception) to December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

4 unchanged sentences

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and financial highlights are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

4 unchanged sentences

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and financial highlights.

Our procedures included confirmation of investments owned as of December 31, 2020, by correspondence with the custodian, loan agents, and borrowers;

Our procedures included confirmation of investments owned as of December 31, 2021, and 2020, by correspondence with the custodian, loan agents, and borrowers;

when replies were not received, we performed other auditing procedures.

We believe that our audits provides a reasonable basis for our opinion.

We believe that our audits provide a reasonable basis for our opinion.

/s/Deloitte & Touche LLP

5 unchanged sentences

December 31, 2021 December 31, 2020

Non-controlled/non-affiliated Investments, at fair value (amortized cost of $631,473 and $0, respectively) $ 636,981 $ —

Non-controlled/non-affiliated Investments, at fair value (amortized cost of $2,373,435 and $631,473 at December 31, 2021 and December 31, 2020, respectively) $ 2,387,374 $ 636,981

Cash 74,153 11,263

1 unchanged sentence

Deferred offering costs — 18

Interest receivable from non-controlled/non-affiliated investments 2,280 —

Interest and dividend receivable from non-controlled/non-affiliated investments 11,740 2,280

Subscription receivable 7,850 —

Receivable for investments sold 301 79

2 unchanged sentences

Debt 1,249,850 333,850

Payable to affiliate (Note 3) 1,860 1,399

Payable to affiliates (Note 3) 4,431 1,860

Financing costs payable 4,234 3,925

1 unchanged sentence

Management fees payable 1,306 295

Incentive fees payable 2,889 —

Income based incentive fees payable 5,886 1,548

Capital gains based incentive fees payable 2,773 1,341

Interest payable 3,281 1,154

12 unchanged sentences

(In thousands, except share and per share amounts)

For the year ended December 31, 2020 From May 30, 2019 (inception) to December 31, 2019

For the year ended December 31, 2021 For the year ended December 31, 2020 From May 30, 2019 (inception) to December 31, 2019

Investment Income:

1 unchanged sentence

Interest income $ 108,277 $ 20,269 $ —

Payment-in-kind interest income 1,021 9 —

Dividend income 409 — —

Other income 10,109 1,625 —

Total investment income 119,816 21,903 —

Interest expense 3,725 —

Interest expense and other financing expense 21,015 3,725 —

Management fees 13,860 2,238 —

7 unchanged sentences

Total expenses 57,104 13,176 1,235

Expense waiver (Note 3) (230) (79)

Expense support (Note 3) 98 (230) (79)

Management fees waiver (Note 3) (10,395) (1,678) —

Net expenses 46,807 11,268 1,156

Net investment income (loss) 10,635 (1,156)

Realized and unrealized gain (loss):

Net investment income (loss) before taxes 73,009 10,635 (1,156)

Excise tax expense 80 — —

Net investment income/(loss) after taxes 72,929 10,635 (1,156)

Realized and unrealized gain (loss) on investment transactions:

Net realized gain (loss):

8 unchanged sentences

Earnings per share (basic and diluted):

$ 2.67 $ 2.42 $ —

Weighted average shares outstanding (basic and diluted) (Note 9):

31,159,302 7,559,426 1,750

Dividend declared per share:

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

2 unchanged sentences

(In thousands)

For the year ended December 31, 2020 From May 30, 2019 (inception) to December 31, 2019

For the year ended December 31, 2021 For the year ended December 31, 2020 From May 30, 2019 (inception) to December 31, 2019

Net assets at beginning of period $ 301,620 $ (1,121) $ —

Increase (decrease) in net assets resulting from operations:

9 unchanged sentences

Total increase (decrease) in net assets 886,967 302,741 (1,121)

Net assets at beginning of period (1,121) —

Net assets at end of period $ 1,188,587 $ 301,620 $ (1,121)

3 unchanged sentences

(In thousands)

For the year ended December 31, 2020 From May 30, 2019 (inception) to December 31, 2019

For the year ended December 31, 2021 For the year ended December 31, 2020 From May 30, 2019 (inception) to December 31, 2019

Cash flows from operating activities:

3 unchanged sentences

Net realized (gain) loss on investments (1,895) (2,154) —

Net accretion of discount and amortization of premium, including capitalized PIK interest (3,615) —

Net accretion of discount and amortization of premium on investments (10,133) (3,606) —

Payment-in-kind interest and dividend capitalized

(1,179) (9) —

Amortization of deferred financing costs 2,913 1,072 —

3 unchanged sentences

Changes in operating assets and liabilities:

(Increase) decrease in interest receivable (2,280) —

(Increase) decrease in interest receivable from non-controlled/non-affiliated investments

(9,460) (2,280) —

(Increase) decrease in deferred offering costs — — (212)

(Increase) decrease in prepaid expenses and other assets (70) 23 (221)

(Decrease) increase in payable to affiliate 461 1,037

(Decrease) increase in payable to affiliates 2,571 461 1,037

(Decrease) increase in management fees payable 1,011 295 —

4 unchanged sentences

Cash flows from financing activities:

Borrowings on credit facility 612,350 —

Repayments on credit facility (278,500) —

Borrowings on debt 1,514,000 612,350 —

Repayments on debt (598,000) (278,500) —

Deferred financing costs paid (8,204) (2,780) —

3 unchanged sentences

Net cash provided by (used in) financing activities 1,724,178 624,579 35

Net increase (decrease) in cash and cash equivalents 11,228 35

Cash at beginning of period 35 —

Cash at end of period $ 11,263 $ 35

Net increase (decrease) in cash 62,890 11,228 35

Cash, beginning of period 11,263 35 —

Cash, end of period $ 74,153 $ 11,263 $ 35

Morgan Stanley Direct Lending Fund

Consolidated Statements of Cash Flows

(In thousands)

Supplemental information and non-cash activities:

Interest paid during the period $ 1,094 $ —

Accrued but unpaid deferred financing costs during the period $ 3,425 $ 958

Accrued but unpaid deferred offering costs during the period $ — $ 38

Dividend payable $ 9,165 $ —

Dividend reinvestment during the period $ 1,023 $ —

Accrued but unpaid excise tax expense (Note 2) $ 75 $ — $ —

Interest expense paid $ 14,956 $ 1,094 $ —

Dividend reinvestment paid $ 13,572 $ 1,023 $ —

Accrued but unpaid dividends $ 29,691 $ 9,165 $ —

Subscriptions receivable $ 7,850 $ — $ —

Accrued but unpaid deferred financing costs $ 1,487 $ 3,425 $ 958

Accrued but unpaid deferred offering costs $ — $ — $ 38

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

1 unchanged sentence

Consolidated Schedule of Investments

December 31, 2021

(In thousands)

4 unchanged sentences

First Lien Debt

Aerospace and Defense

Jonathan Acquisition Company (5) (7) L + 5.00% 6.00% 02/12/2021 12/22/2026 2,739 $ 2,671 $ 2,671 0.22 %

PCX Holding Corp.

(5) (6) (7) L + 6.25% 7.25% 04/22/2021 04/22/2027 18,417 18,250 18,417 1.55

PCX Holding Corp.

(5) (7) (13) L + 6.25% 7.25% 04/22/2021 04/22/2027 7,386 7,309 7,386 0.62

PCX Holding Corp.

(5) (7) (13) L + 6.25% 7.25% 04/22/2021 04/22/2027 — (16) — 0.00

Two Six Labs, LLC (5) (8) L + 5.50% 6.25% 08/24/2021 08/20/2027 11,070 10,859 10,960 0.92

Two Six Labs, LLC (5) (8) (13) L + 5.50% 6.25% 08/24/2021 08/20/2027 — (40) (43) 0.00

Two Six Labs, LLC (5) (8) (13) L + 5.50% 6.25% 08/24/2021 08/20/2027 — (40) (21) 0.00

38,993 39,370 3.31

Air Freight & Logistics

Omni Intermediate Holdings, LLC (5) (7) L + 5.00% 6.00% 12/02/2021 12/30/2026 10,621 10,516 10,516 0.88

Omni Intermediate Holdings, LLC (5) (7) (13) L + 5.00% 6.00% 12/02/2021 12/30/2026 1,195 1,176 1,176 0.10

Omni Intermediate Holdings, LLC (5) (7) (13) L + 5.00% 6.00% 11/30/2021 12/30/2025 266 256 256 0.02

11,948 11,948 1.01

Auto Components

CC SAG Holdings Corp.

(Spectrum Automotive) (5) (6) (8) L + 5.75% 6.50% 06/29/2021 06/29/2028 23,890 23,553 23,613 1.99

CC SAG Holdings Corp.

(Spectrum Automotive) (5) (8) (13) L + 5.75% 6.50% 06/29/2021 06/29/2028 2,167 2,105 2,091 0.18

CC SAG Holdings Corp.

(Spectrum Automotive) (5) (8) (13) L + 5.75% 6.50% 06/29/2021 06/29/2027 — (12) (10) 0.00

Sonny’s Enterprises, Inc.

2 unchanged sentences

(5) (6) (7) L + 6.75% 7.75% 12/28/2020 08/05/2026 5,414 5,321 5,321 0.45

Sonny’s Enterprises, Inc.

(5) (7) (13) L + 6.75% 7.75% 12/28/2020 08/05/2026 14,447 14,203 14,203 1.19

Sonny’s Enterprises, Inc.

(5) (7) (13) L + 5.50% 6.50% 11/01/2021 08/05/2026 — (410) (410) (0.03)

51,698 51,746 4.35

ARI Network Services, Inc.

(5) (6) (7) L + 6.50% 7.50% 06/30/2021 02/28/2025 20,931 20,563 20,767 1.75

ARI Network Services, Inc.

(5) (6) (7) (13) L + 6.50% 7.50% 06/30/2021 02/28/2025 3,667 3,603 3,639 0.31

ARI Network Services, Inc.

(5) (7) (13) L + 6.50% 7.50% 06/30/2021 02/28/2025 1,333 1,281 1,310 0.11

Summit Buyer, LLC (5) (7) L + 5.00% 6.00% 09/17/2021 01/14/2026 22,344 21,923 22,167 1.86

Summit Buyer, LLC (5) (7) (13) L + 5.00% 6.00% 06/23/2021 01/14/2026 18,887 18,416 18,630 1.57

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated (1)(2)

Footnotes Reference Rate and Spread Interest Rate (3)

Acquisition Date Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Summit Buyer, LLC (5) (7) (13) L + 5.00% 6.00% 06/23/2021 01/14/2026 — $ (43) $ (19) 0.00 %

Turbo Buyer, Inc.

(5) (7) L + 6.00% 7.00% 11/15/2021 12/02/2025 38,325 37,645 37,580 3.16

Turbo Buyer, Inc.

(5) (7) (13) L + 6.00% 7.00% 11/15/2021 12/02/2025 36,890 36,086 36,142 3.04

Vehlo Purchaser, LLC (5) (8) L + 5.00% 5.75% 08/27/2021 08/27/2027 27,154 26,638 26,725 2.25

Vehlo Purchaser, LLC (5) (8) (13) L + 5.00% 5.75% 08/27/2021 08/27/2027 7,875 7,614 7,568 0.64

Vehlo Purchaser, LLC (5) (8) (13) L + 5.00% 5.75% 08/27/2021 08/27/2027 1,167 1,057 1,074 0.09

174,783 175,583 14.77

Biotechnology

GraphPad Software, LLC (5) (6) (7) L + 5.50% 6.50% 10/26/2021 04/27/2027 15,110 14,971 14,971 1.26

GraphPad Software, LLC (5) (7) (13) L + 6.00% 7.00% 04/28/2021 04/27/2027 — (16) (16) 0.00

14,955 14,955 1.26

Commercial Services & Supplies

365 Retail Markets, LLC (5) (7) L + 4.75% 5.75% 08/31/2021 12/23/2026 17,456 17,167 17,238 1.45

365 Retail Markets, LLC (5) (7) (13) L + 4.75% 5.75% 11/05/2021 12/23/2026 — (34) (34) 0.00

365 Retail Markets, LLC (5) (7) (13) L + 4.75% 5.75% 08/31/2021 12/23/2026 800 754 765 0.06

Capstone Acquisition Holdings, Inc.

2 unchanged sentences

(5) (7) (13) L + 4.75% 5.75% 11/13/2020 11/12/2027 194 191 194 0.02

Encore Holdings, LLC (5) (8) L + 4.50% 5.25% 11/23/2021 11/23/2028 1,868 1,836 1,836 0.15

Encore Holdings, LLC (5) (8) (13) L + 4.50% 5.25% 11/23/2021 11/23/2028 512 477 477 0.04

Encore Holdings, LLC (5) (8) (13) L + 4.50% 5.25% 11/23/2021 11/23/2027 — (9) (9) 0.00

FLS Holding, Inc.

(5) (7) (10) L + 5.25% 6.25% 12/17/2021 12/17/2028 28,750 28,178 28,178 2.37

FLS Holding, Inc.

(5) (7) (10) (13) L + 5.25% 6.25% 12/17/2021 12/17/2028 — (62) (62) (0.01)

FLS Holding, Inc.

(5) (7) (10) (13) L + 5.25% 6.25% 12/17/2021 12/17/2027 — (50) (50) 0.00

KWOR Acquisition, Inc.

(5) (8) L + 5.25% 6.00% 12/22/2021 12/22/2028 878 865 865 0.07

KWOR Acquisition, Inc.

(5) (13) P + 4.25% 7.50% 12/22/2021 12/22/2027 12 10 10 0.00

MHE Intermediate Holdings, LLC (5) (6) (7) L + 5.75% 6.75% 07/21/2021 07/21/2027 28,678 28,139 28,392 2.39

MHE Intermediate Holdings, LLC (5) (7) (13) L + 5.75% 6.75% 07/21/2021 07/21/2027 2,160 2,104 2,122 0.18

MHE Intermediate Holdings, LLC (5) (7) (13) L + 5.75% 6.75% 07/21/2021 07/21/2027 — (46) (25) 0.00

PDFTron US Acquisition Corp.

(5) (6) (7) (10) L + 5.50% 6.50% 07/15/2021 07/15/2027 30,723 30,226 29,894 2.52

PDFTron US Acquisition Corp.

(5) (7) (10) (13) L + 5.50% 6.50% 07/15/2021 07/15/2027 6,160 6,044 5,896 0.50

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated (1)(2)

Footnotes Reference Rate and Spread Interest Rate (3)

Acquisition Date Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

PDFTron US Acquisition Corp.

(5) (7) (10) (13) L + 5.50% 6.50% 07/15/2021 07/15/2026 — $ (140) $ (208) (0.02) %

Pritchard Industries, LLC (5) (8) L + 5.50% 6.25% 10/13/2021 10/13/2027 25,789 25,289 25,289 2.13

Pritchard Industries, LLC (5) (8) (13) L + 5.50% 6.25% 10/13/2021 10/13/2027 — (59) (59) 0.00

Procure Acquireco, Inc.

(Procure Analytics) (5) (8) L + 5.50% 6.25% 12/20/2021 12/20/2028 3,968 3,889 3,889 0.33

Procure Acquireco, Inc.

(Procure Analytics) (5) (8) (13) L + 5.50% 6.25% 12/20/2021 12/20/2028 — (8) (8) 0.00

Procure Acquireco, Inc.

(Procure Analytics) (5) (8) (13) L + 5.50% 6.25% 12/20/2021 12/20/2028 — (5) (5) 0.00

Sherlock Buyer Corp.

(5) (8) L + 5.75% 6.50% 12/08/2021 12/08/2028 11,145 10,923 10,923 0.92

Sherlock Buyer Corp.

(5) (8) (13) L + 5.75% 6.50% 12/08/2021 12/08/2028 — (32) (32) 0.00

Sherlock Buyer Corp.

(5) (8) (13) L + 5.75% 6.50% 12/08/2021 12/08/2027 — (25) (25) 0.00

Sweep Purchaser, LLC (5) (7) L + 5.75% 6.75% 11/30/2020 11/30/2026 8,793 8,644 8,644 0.73

Sweep Purchaser, LLC (5) (7) (13) L + 5.75% 6.75% 02/12/2021 11/30/2026 5,029 4,942 4,942 0.42

Sweep Purchaser, LLC (5) (13) P + 4.75% 8.00% 11/30/2020 11/30/2026 450 427 427 0.04

United Flow Technologies Intermediate Holdco II, LLC (5) (7) L + 5.75% 6.75% 10/29/2021 10/29/2027 17,100 16,766 16,766 1.41

United Flow Technologies Intermediate Holdco II, LLC (5) (7) (13) L + 5.75% 6.75% 10/29/2021 10/29/2027 2,400 2,280 2,280 0.19

United Flow Technologies Intermediate Holdco II, LLC (5) (7) (13) L + 5.75% 6.75% 10/29/2021 10/29/2026 — (58) (58) 0.00

US Infra Svcs Buyer, LLC (5) (6) (7) L + 6.50% 7.50% 04/10/2020 04/13/2026 16,991 16,734 16,903 1.42

US Infra Svcs Buyer, LLC (5) (7) (13) L + 6.50% 7.50% 04/10/2020 04/13/2026 2,398 2,246 2,343 0.20

US Infra Svcs Buyer, LLC (5) (7) (13) L + 6.50% 7.50% 04/10/2020 04/13/2026 2,025 1,993 2,013 0.17

Valcourt Holdings II, LLC (5) (6) (7) L + 5.50% 6.50% 03/15/2021 01/07/2027 35,431 34,816 35,431 2.98

Valcourt Holdings II, LLC (5) (7) (13) L + 5.50% 6.50% 01/07/2021 01/07/2027 2,521 2,405 2,521 0.21

Vessco Midco Holdings, LLC (5) (6) (7) L + 4.50% 5.50% 10/30/2020 11/02/2026 2,735 2,713 2,735 0.23

Vessco Midco Holdings, LLC (5) (7) (13) L + 4.50% 5.50% 10/30/2020 11/02/2026 1,472 1,457 1,472 0.12

Vessco Midco Holdings, LLC (5) (13) P + 3.50% 6.75% 10/30/2020 10/18/2026 20 16 20 0.00

VRC Companies, LLC (5) (6) (8) L + 5.50% 6.25% 06/30/2021 06/29/2027 49,335 48,644 48,921 4.12

VRC Companies, LLC (5) (6) (8) (13) L + 5.50% 6.25% 06/30/2021 06/29/2027 3,263 3,148 3,193 0.27

VRC Companies, LLC (5) (8) (13) L + 5.50% 6.25% 06/30/2021 06/29/2027 — (23) (14) 0.00

306,205 307,450 25.87

Construction & Engineering

KPSKY Acquisition, Inc.

(5) (8) L + 5.50% 6.25% 10/19/2021 10/19/2028 34,557 33,882 33,882 2.85

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated (1)(2)

Footnotes Reference Rate and Spread Interest Rate (3)

Acquisition Date Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

KPSKY Acquisition, Inc.

(5) (13) P + 4.50% 7.75% 10/19/2021 10/19/2028 1,975 $ 1,917 $ 1,917 0.16 %

35,799 35,799 3.01

Containers & Packaging

BP Purchaser, LLC (5) (8) L + 5.50% 6.25% 12/10/2021 12/10/2028 17,467 17,120 17,120 1.44

Fortis Solutions Group, LLC (5) (8) L + 5.50% 6.25% 10/15/2021 10/13/2028 19,430 19,051 19,051 1.60

Fortis Solutions Group, LLC (5) (8) (13) L + 5.50% 6.25% 10/15/2021 10/13/2028 — (76) (76) (0.01)

Fortis Solutions Group, LLC (5) (8) (13) L + 5.50% 6.25% 10/15/2021 10/15/2027 — (52) (52) 0.00

36,043 36,043 3.03

PT Intermediate Holdings III, LLC (5) (8) L + 5.50% 6.25% 11/11/2021 11/01/2028 17,400 17,228 17,228 1.45

PT Intermediate Holdings III, LLC (5) (8) (13) L + 5.50% 6.25% 11/11/2021 11/01/2028 11,521 11,408 11,408 0.96

28,636 28,636 2.41

Diversified Consumer Services

Mammoth Holdings, LLC (5) (6) (7) L + 6.00% 7.00% 03/23/2021 10/16/2023 8,117 8,058 8,117 0.68

Mammoth Holdings, LLC (5) (7) (13) L + 6.00% 7.00% 06/15/2021 10/16/2023 28,858 28,590 28,858 2.43

Mammoth Holdings, LLC (5) (7) (13) L + 6.00% 7.00% 03/23/2021 10/16/2023 — (6) — 0.00

36,642 36,975 3.11

Diversified Financial Services

SitusAMC Holdings Corporation (5) (8) L + 5.75% 6.50% 12/22/2021 12/22/2027 3,600 3,564 3,564 0.30

Food Products

AMCP Pet Holdings, Inc.

(Brightpet) (5) (6) (7) L + 6.25% 7.25% 10/06/2020 10/05/2026 33,825 32,969 33,527 2.82

AMCP Pet Holdings, Inc.

(Brightpet) (5) (7) (13) L + 6.25% 7.25% 10/06/2020 10/05/2026 — (119) (44) 0.00

AMCP Pet Holdings, Inc.

(Brightpet) (5) (7) (13) L + 6.25% 7.25% 10/06/2020 10/05/2026 3,938 3,796 3,886 0.33

Nellson Nutraceutical, Inc.

(5) (6) (7) L + 5.25% 6.25% 09/30/2020 12/23/2023 24,606 24,292 24,606 2.07

Nellson Nutraceutical, Inc.

(5) (6) P + 4.25% 7.50% 09/30/2020 12/23/2023 66 65 66 0.01

Teasdale Foods, Inc.

(Teasdale Latin Foods) (5) (7) L + 6.25%;

1.00% PIK 8.25% 12/18/2020 12/18/2025 11,148 10,965 10,029 0.84

71,968 72,070 6.06

Health Care Equipment & Supplies

Performance Health Holdings, Inc.

(5) (6) (7) L + 6.00% 7.00% 07/12/2021 07/12/2027 10,474 10,278 10,474 0.88

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated (1)(2)

Footnotes Reference Rate and Spread Interest Rate (3)

Acquisition Date Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Health Care Providers & Services

Bearcat Buyer, Inc.

(5) (6) (7) L + 4.75% 5.75% 11/18/2020 07/09/2026 6,843 $ 6,700 $ 6,843 0.58 %

Bearcat Buyer, Inc.

(5) (7) (13) L + 4.75% 5.75% 11/18/2020 07/09/2026 6,262 6,122 6,262 0.53

DCA Investment Holdings, LLC (5) (6) (8) L + 6.25% 7.00% 03/12/2021 03/12/2027 11,175 11,027 11,175 0.94

DCA Investment Holdings, LLC (5) (8) (13) L + 6.25% 7.00% 03/12/2021 03/12/2027 1,079 1,053 1,079 0.09

Heartland Veterinary Partners, LLC (5) (7) L + 4.75% 5.75% 11/17/2021 12/10/2026 1,885 1,866 1,866 0.16

Heartland Veterinary Partners, LLC (5) (7) (13) L + 4.75% 5.75% 11/17/2021 12/10/2026 424 383 383 0.03

Heartland Veterinary Partners, LLC (5) (7) (13) L + 4.75% 5.75% 11/17/2021 12/10/2026 — (4) (4) 0.00

mPulse Mobile, Inc.

(5) (8) L + 5.25% 6.00% 12/17/2021 12/17/2027 17,500 17,152 17,152 1.44

mPulse Mobile, Inc.

(5) (8) (13) L + 5.25% 6.00% 12/17/2021 12/17/2027 — (20) (20) 0.00

mPulse Mobile, Inc.

(5) (8) (13) L + 5.25% 6.00% 12/17/2021 12/17/2027 — (10) (10) 0.00

Promptcare Infusion Buyer, Inc.

(5) (7) L + 6.00% 7.00% 09/01/2021 09/01/2027 9,165 8,990 8,948 0.75

Promptcare Infusion Buyer, Inc.

(5) (7) (13) L + 6.00% 7.00% 09/01/2021 09/01/2027 837 792 745 0.06

Suveto Buyer, LLC (5) (8) (13) L + 4.25% 5.00% 09/09/2021 09/09/2027 7,755 7,643 7,608 0.64

Suveto Buyer, LLC (5) (13) P + 3.25% 6.50% 09/09/2021 09/09/2027 590 575 575 0.05

62,269 62,602 5.27

Health Care Technology

Lightspeed Buyer, Inc.

(5) (6) (7) L + 5.75% 6.75% 08/31/2021 02/03/2026 12,797 12,506 12,229 1.03

Lightspeed Buyer, Inc.

(5) (7) (13) L + 5.75% 6.75% 08/31/2021 02/03/2026 9,328 9,056 8,734 0.73

21,562 20,963 1.76

Industrial Conglomerates

Electrical Source Holdings LLC (5) (6) (8) L + 5.50% 6.25% 12/11/2020 11/25/2025 29,550 29,330 29,550 2.49

Electrical Source Holdings LLC (5) (6) (8) (13) L + 5.50% 6.25% 08/31/2021 11/25/2025 6,538 6,449 6,538 0.55

Electrical Source Holdings LLC (5) (8) (13) L + 5.50% 6.25% 01/20/2021 11/25/2025 197 179 197 0.02

35,958 36,285 3.05

Foundation Risk Partners, Corp.

(5) (8) L + 5.75% 6.50% 10/29/2021 10/29/2028 43,291 42,654 42,654 3.59

Foundation Risk Partners, Corp.

(5) (8) (13) L + 5.75% 6.50% 10/29/2021 10/29/2028 5,378 5,269 5,269 0.44

Foundation Risk Partners, Corp.

(5) (8) (13) L + 5.75% 6.50% 10/29/2021 10/29/2027 — (67) (67) (0.01)

Galway Borrower, LLC (5) (8) L + 5.25% 6.00% 09/30/2021 09/29/2028 26,722 26,203 26,260 2.21

Galway Borrower, LLC (5) (8) (13) L + 5.25% 6.00% 09/30/2021 09/29/2028 1,843 1,766 1,736 0.15

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated (1)(2)

Footnotes Reference Rate and Spread Interest Rate (3)

Acquisition Date Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Galway Borrower, LLC (5) (8) (13) L + 5.25% 6.00% 09/30/2021 09/30/2027 — $ (39) $ (35) 0.00 %

Higginbotham Insurance Agency, Inc.

(5) (6) (8) L + 5.50% 6.25% 12/15/2020 11/25/2026 14,558 14,374 14,413 1.21

Higginbotham Insurance Agency, Inc.

(5) (8) (13) L + 5.50% 6.25% 12/15/2020 11/25/2026 4,110 4,055 4,069 0.34

High Street Buyer, Inc.

(5) (6) (8) L + 6.00% 6.75% 04/16/2021 04/14/2028 10,093 9,908 10,093 0.85

High Street Buyer, Inc.

(5) (6) (8) (13) L + 6.00% 6.75% 04/16/2021 04/14/2028 37,138 36,402 37,138 3.12

High Street Buyer, Inc.

(5) (8) (13) L + 6.00% 6.75% 04/16/2021 04/16/2027 — (38) — 0.00

Integrity Marketing Acquisition, LLC (5) (6) (8) (13) L + 5.50% 6.25% 07/09/2021 08/27/2025 58,911 58,193 58,193 4.90

Integrity Marketing Acquisition, LLC (5) (7) (13) L + 5.75% 6.75% 02/05/2021 08/27/2025 24,849 24,545 24,545 2.07

Keystone Agency Investors (5) (7) L + 5.50% 6.50% 12/21/2021 05/03/2027 2,003 1,973 1,974 0.17

Keystone Agency Investors (5) (7) (13) L + 5.50% 6.50% 12/21/2021 05/03/2027 — (38) (38) 0.00

Majesco (5) (6) (7) L + 7.25% 8.25% 09/21/2020 09/21/2027 23,660 23,104 23,660 1.99

Majesco (5) (7) (13) L + 7.25% 8.25% 09/21/2020 09/21/2026 — (37) — 0.00

Patriot Growth Insurance Services, LLC (5) (6) (8) L + 5.50% 6.25% 10/14/2021 10/14/2028 45,812 44,918 44,918 3.78

Patriot Growth Insurance Services, LLC (5) (7) (13) L + 5.75% 6.75% 10/14/2021 10/16/2028 — (171) (171) (0.01)

Patriot Growth Insurance Services, LLC (5) (8) (13) L + 5.50% 6.25% 10/14/2021 10/14/2027 — (86) (86) (0.01)

Foy & Associates Insurance Services, LLC (5) (8) L + 6.00% 6.75% 11/02/2021 11/01/2028 17,972 17,796 17,796 1.50

Foy & Associates Insurance Services, LLC (5) (8) (13) L + 6.00% 6.75% 11/02/2021 11/01/2028 3,433 3,392 3,392 0.29

Foy & Associates Insurance Services, LLC (5) (8) (13) L + 6.00% 6.75% 11/02/2021 11/01/2027 — (8) (8) 0.00

RSC Acquisition, Inc.

(5) (6) (8) L + 5.50% 6.25% 11/12/2021 10/30/2026 18,667 18,287 18,484 1.56

RSC Acquisition, Inc.

(5) (8) (13) L + 5.50% 6.25% 11/12/2021 10/30/2026 5,911 5,772 5,772 0.49

World Insurance Associates, LLC (5) (6) (7) L + 5.75% 6.75% 04/01/2021 04/01/2026 33,658 32,601 32,996 2.78

World Insurance Associates, LLC (5) (6) (7) (13) L + 5.75% 6.75% 01/15/2021 04/01/2026 31,487 30,671 30,868 2.60

World Insurance Associates, LLC (5) (7) (13) L + 5.75% 6.75% 04/01/2021 04/01/2026 95 74 70 0.01

401,473 403,895 33.98

Interactive Media & Services

FMG Suite Holdings, LLC (5) (7) L + 5.50% 6.50% 04/30/2021 10/30/2026 22,253 21,854 22,171 1.87

FMG Suite Holdings, LLC (5) (7) (13) L + 5.50% 6.50% 04/30/2021 10/30/2026 — (92) (19) 0.00

FMG Suite Holdings, LLC (5) (7) (13) L + 5.50% 6.50% 04/30/2021 10/30/2026 — (46) (10) 0.00

MSM Acquisitions, Inc.

(5) (6) (7) L + 6.00% 7.00% 12/09/2020 12/09/2026 31,890 31,412 31,571 2.66

MSM Acquisitions, Inc.

(5) (7) (13) L + 6.00% 7.00% 12/09/2020 12/09/2026 9,782 9,488 9,419 0.79

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated (1)(2)

Footnotes Reference Rate and Spread Interest Rate (3)

Acquisition Date Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

MSM Acquisitions, Inc.

(5) (13) P + 5.00% 8.25% 12/09/2020 12/09/2026 365 $ 300 $ 326 0.03 %

Triple Lift, Inc.

(5) (6) (8) L + 5.75% 6.50% 05/06/2021 05/08/2028 27,860 27,345 27,604 2.32

Triple Lift, Inc.

(5) (8) (13) L + 5.75% 6.50% 05/06/2021 05/08/2028 — (72) (37) 0.00

90,189 91,025 7.66

Atlas Purchaser, Inc.

(6) (8) L + 5.25% 6.00% 05/03/2021 05/08/2028 17,413 17,090 17,064 1.44

(5) (6) (7) L + 6.00% 7.00% 01/20/2021 12/29/2026 18,563 18,237 18,563 1.56

Govbrands Intermediate, Inc.

(5) (6) (8) L + 5.50% 6.25% 08/04/2021 08/04/2027 40,162 39,214 39,214 3.30

Govbrands Intermediate, Inc.

(5) (8) (13) L + 5.50% 6.25% 08/04/2021 08/04/2027 9,059 8,795 8,795 0.74

Govbrands Intermediate, Inc.

(5) (8) (13) L + 5.50% 6.25% 08/04/2021 08/04/2027 — (99) (99) (0.01)

Recovery Point Systems, Inc.

(5) (6) (7) L + 6.50% 7.50% 08/12/2020 08/12/2026 41,475 40,805 41,475 3.49

Recovery Point Systems, Inc.

(5) (7) (13) L + 6.50% 7.50% 08/12/2020 08/12/2026 — (61) — 0.00

Syntax Systems Ltd (5) (8) (10) L + 5.50% 6.25% 10/29/2021 10/29/2028 35,811 35,460 35,460 2.98

Syntax Systems Ltd (5) (8) (10) (13) L + 5.50% 6.25% 10/29/2021 10/29/2028 — (91) (91) (0.01)

Syntax Systems Ltd (5) (8) (10) (13) L + 5.50% 6.25% 10/29/2021 10/29/2026 1,637 1,601 1,601 0.13

Thrive Buyer, Inc.

(Thrive Networks) (5) (6) (7) L + 6.00% 7.00% 02/01/2021 01/22/2027 20,770 20,402 20,402 1.72

Thrive Buyer, Inc.

(Thrive Networks) (5) (7) (13) L + 6.00% 7.00% 02/01/2021 01/22/2027 8,031 7,763 7,763 0.65

Thrive Buyer, Inc.

(Thrive Networks) (5) (7) (13) L + 6.00% 7.00% 02/01/2021 01/22/2027 — (35) (35) 0.00

Upstack Holdco, Inc.

(5) (7) L + 6.00% 7.00% 08/26/2021 08/20/2027 9,844 9,609 9,635 0.81

Upstack Holdco, Inc.

(5) (7) (13) L + 6.00% 7.00% 08/26/2021 08/20/2027 3,325 3,223 3,232 0.27

Upstack Holdco, Inc.

(5) (7) (13) L + 6.00% 7.00% 08/26/2021 08/20/2027 — (23) (19) 0.00

201,890 202,960 17.08

Leisure Products

GSM Acquisition Corp.

(GSM Outdoors) (5) (6) (7) L + 5.00% 6.00% 11/16/2020 11/16/2026 47,701 47,196 47,701 4.01

GSM Acquisition Corp.

(GSM Outdoors) (5) (7) (13) L + 5.00% 6.00% 11/16/2020 11/16/2026 7,199 7,096 7,199 0.61

54,292 54,900 4.62

Answer Target Holdco, LLC (5) (7) L + 6.00% 7.00% 12/30/2021 12/30/2026 10,827 10,611 10,611 0.89

Answer Target Holdco, LLC (5) (7) (13) L + 6.00% 7.00% 12/30/2021 12/30/2026 — (16) (16) 0.00

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated (1)(2)

Footnotes Reference Rate and Spread Interest Rate (3)

Acquisition Date Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Komline-Sanderson Group, Inc.

(5) (9) L + 6.00% 6.50% 12/30/2021 03/17/2026 16,798 $ 16,643 $ 16,462 1.39 %

Komline-Sanderson Group, Inc.

(5) (9) (13) L + 6.00% 6.50% 03/17/2021 03/17/2026 19,263 19,090 18,877 1.59

Komline-Sanderson Group, Inc.

(5) (9) (13) L + 6.00% 6.50% 03/17/2021 03/17/2026 2,294 2,254 2,199 0.19

48,582 48,133 4.05

Multi-Utilities

AWP Group Holdings, Inc.

(5) (6) (7) L + 4.75% 5.75% 12/22/2020 12/22/2027 899 888 899 0.08

AWP Group Holdings, Inc.

(5) (7) (13) L + 4.75% 5.75% 12/22/2020 12/22/2027 132 129 132 0.01

AWP Group Holdings, Inc.

(5) (7) (13) L + 4.75% 5.75% 12/22/2020 12/22/2026 43 41 43 0.00

Ground Penetrating Radar Systems, LLC (5) (6) (7) L + 4.75% 5.75% 03/10/2021 06/26/2026 8,771 8,619 8,771 0.74

Ground Penetrating Radar Systems, LLC (5) (7) (13) L + 4.75% 5.75% 03/10/2021 06/26/2025 755 728 755 0.06

10,405 10,600 0.89

Professional Services

Abacus Data Holdings, Inc.

(AbacusNext) (5) (6) (7) L + 6.25% 7.25% 03/17/2021 03/10/2027 18,806 18,428 18,806 1.58

Abacus Data Holdings, Inc.

(AbacusNext) (5) (7) (13) L + 6.25% 7.25% 03/17/2021 03/10/2027 — (34) — 0.00

Abacus Data Holdings, Inc.

(AbacusNext) (5) (7) (13) L + 6.25% 7.25% 03/17/2021 03/10/2027 210 181 210 0.02

Bullhorn, Inc.

(5) (6) (7) L + 5.75% 6.75% 09/11/2020 09/30/2026 9,675 9,573 9,629 0.81

Bullhorn, Inc.

(5) (7) (13) L + 5.75% 6.75% 10/05/2021 09/30/2026 — (25) (25) 0.00

Bullhorn, Inc.

(5) (7) (13) L + 5.75% 6.75% 09/11/2020 09/30/2026 — (6) (3) 0.00

Citrin Cooperman Advisors, LLC (5) (8) L + 5.00% 5.75% 01/10/2021 10/01/2027 20,176 19,787 19,787 1.66

Citrin Cooperman Advisors, LLC (5) (8) (13) L + 5.00% 5.75% 01/10/2021 10/01/2027 — (83) (83) (0.01)

Citrin Cooperman Advisors, LLC (5) (8) (13) L + 5.00% 5.75% 01/10/2021 10/01/2027 — (469) (469) (0.04)

IQN Holding Corp., dba Beeline (5) (6) (7) L + 5.50% 6.50% 02/10/2020 08/20/2024 44,355 44,205 44,355 3.73

IQN Holding Corp., dba Beeline (5) (7) (13) L + 5.50% 6.50% 02/10/2020 08/21/2023 — (10) — 0.00

91,547 92,207 7.76

Real Estate Management & Development

Associations, Inc.

(5) (6) (7) L + 4.00%;

2.50% PIK 7.50% 07/09/2021 07/02/2027 15,853 15,706 15,853 1.33

Associations, Inc.

(5) (7) (13) L + 4.00%;

2.50% PIK 7.50% 07/09/2021 07/02/2027 2,723 2,698 2,723 0.23

Associations, Inc.

(5) (7) (13) L + 6.50% 7.50% 07/09/2021 07/02/2027 11,187 11,083 11,187 0.94

Associations, Inc.

(5) (7) (13) L + 6.50% 7.50% 07/09/2021 07/02/2027 — (17) — 0.00

MRI Software, LLC (5) (7) L + 5.50% 6.50% 01/22/2021 02/10/2026 49,090 48,603 49,090 4.13

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated (1)(2)

Footnotes Reference Rate and Spread Interest Rate (3)

Acquisition Date Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

MRI Software, LLC (5) (6) (7) (13) L + 5.50% 6.50% 03/24/2021 02/10/2026 362 $ 338 $ 362 0.03 %

MRI Software, LLC (5) (7) (13) L + 5.50% 6.50% 03/24/2021 02/10/2026 — (15) — 0.00

Zarya Intermediate, LLC (5) (6) (7) L + 6.50% 7.50% 07/01/2021 07/01/2027 24,500 24,043 24,500 2.06

Zarya Intermediate, LLC (5) (7) (13) L + 6.50% 7.50% 07/01/2021 07/01/2027 19,250 18,884 19,250 1.62

Zarya Intermediate, LLC (5) (7) (13) L + 6.50% 7.50% 07/01/2021 07/01/2027 — (86) — 0.00

121,237 122,965 10.35

Alert Media, Inc.

(5) (6) (7) L + 5.00% 6.00% 04/12/2021 04/12/2027 14,000 13,811 13,657 1.15

Alert Media, Inc.

(5) (7) (13) L + 5.00% 6.00% 04/12/2021 04/10/2026 — (22) (43) 0.00

Appfire Technologies, LLC (5) (7) L + 5.50% 6.50% 10/04/2021 03/09/2027 4,663 4,643 4,663 0.39

Appfire Technologies, LLC (5) (7) (13) L + 5.50% 6.50% 07/07/2021 03/09/2027 — (59) — 0.00

Assembly Intermediate, LLC (5) (7) L + 7.00% 8.00% 10/19/2021 10/19/2027 20,741 20,337 20,337 1.71

Assembly Intermediate, LLC (5) (7) (13) L + 7.00% 8.00% 10/19/2021 10/19/2027 1,244 1,182 1,182 0.10

Assembly Intermediate, LLC (5) (7) (13) L + 7.00% 8.00% 10/19/2021 10/19/2027 — (40) (40) 0.00

CLEO Communications Holding, LLC (5) (6) (7) L + 6.75% 7.75% 06/09/2021 06/09/2027 39,998 39,628 39,366 3.31

CLEO Communications Holding, LLC (5) (7) (13) L + 6.75% 7.75% 06/09/2021 06/09/2027 — (113) (197) (0.02)

Cordeagle US Finco, Inc.

(5) (7) (10) L + 6.75% 7.75% 07/30/2021 07/30/2027 18,200 17,856 18,200 1.53

Cordeagle US Finco, Inc.

(5) (7) (10) (13) L + 6.75% 7.75% 07/30/2021 07/30/2027 — (52) — 0.00

Diligent Corporation (5) (6) (7) L + 5.75% 6.75% 03/04/2021 08/04/2025 27,790 27,555 27,790 2.34

Diligent Corporation (5) (6) (7) (13) L + 5.75% 6.75% 03/30/2021 08/04/2025 860 826 860 0.07

Diligent Corporation (5) (7) (13) L + 5.75% 6.75% 03/30/2021 08/04/2025 — (37) — 0.00

GS AcquisitionCo, Inc.

(5) (6) (7) L + 5.75% 6.75% 10/05/2021 05/22/2026 69,710 69,108 69,361 5.84

GS AcquisitionCo, Inc.

(5) (7) (13) L + 5.75% 6.75% 07/10/2021 05/22/2026 — (26) (54) 0.00

GS AcquisitionCo, Inc.

(5) (7) (13) L + 5.75% 6.75% 10/27/2020 05/22/2026 1,149 1,125 1,137 0.10

Gurobi Optimization, LLC (5) (6) (7) L + 5.00% 6.00% 11/12/2020 12/19/2023 13,226 13,139 13,226 1.11

Gurobi Optimization, LLC (5) (7) (13) L + 5.00% 6.00% 11/12/2020 12/19/2023 — (10) — 0.00

Pound Bidco, Inc.

(5) (6) (7) (10) L + 6.50% 7.50% 01/28/2021 01/30/2026 9,012 8,854 8,854 0.74

Pound Bidco, Inc.

(5) (6) (7) (10) (13) L + 6.50% 7.50% 01/28/2021 01/30/2026 — (19) (19) 0.00

Revalize, Inc.

(5) (7) (13) L + 5.25% 6.25% 12/15/2021 04/15/2027 19,715 19,570 19,512 1.64

Revalize, Inc.

(5) (7) (13) L + 5.25% 6.25% 12/02/2021 04/15/2027 — (1) (1) 0.00

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated (1)(2)

Footnotes Reference Rate and Spread Interest Rate (3)

Acquisition Date Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Skykick, Inc.

(5) (7) L + 7.25% 8.25% 09/01/2021 09/01/2027 6,300 $ 6,149 $ 6,149 0.52 %

Skykick, Inc.

(5) (7) (13) L + 7.25% 8.25% 09/01/2021 09/01/2027 — (31) (31) 0.00

Trunk Acquisition, Inc.

(5) (7) L + 6.00% 7.00% 12/27/2021 02/19/2027 9,143 9,052 9,052 0.76

Trunk Acquisition, Inc.

(5) (7) (13) L + 6.00% 7.00% 12/27/2021 02/19/2026 — (9) (9) 0.00

252,416 252,952 21.28

Total First Lien Debt $ 2,213,332 $ 2,224,100 187.12 %

Second Lien Debt

Auto Components

PAI Holdco, Inc.

(5) (7) L + 5.50%, 2.00% PIK 8.50% 01/28/2021 10/28/2028 25,509 $ 24,843 $ 25,509 2.15 %

Electronic Equipment, Instruments & Components

Infinite Bidco, LLC (5) (9) L + 7.00% 7.50% 02/24/2021 03/02/2029 17,000 16,931 17,000 1.43

Infinite Bidco, LLC (5) (9) (13) L + 7.00% 7.50% 03/18/2021 03/02/2029 — (19) — 0.00

16,912 17,000 1.43

Energy Equipment & Services

QBS Parent, Inc.

(5) L + 8.50% 8.72% 02/10/2021 09/21/2026 15,000 14,769 14,748 1.24

Health Care Providers & Services

Heartland Veterinary Partners, LLC (5) (7) L + 8.00% 9.00% 11/17/2021 12/10/2027 3,960 3,881 3,882 0.33

Heartland Veterinary Partners, LLC (5) (7) (13) L + 8.00% 9.00% 11/17/2021 12/10/2027 585 574 574 0.05

4,455 4,456 0.37

Industrial Conglomerates

(5) (8) L + 7.00% 7.75% 04/22/2021 04/23/2027 5,950 5,950 5,950 0.50

Help/Systems Holdings, Inc.

(5) (8) L + 6.75% 7.50% 05/11/2021 11/19/2027 17,500 17,500 17,500 1.47

(5) (8) L + 6.75% 7.50% 02/04/2021 03/02/2029 3,887 3,860 3,887 0.33

Red Dawn SEI Buyer, Inc.

(5) (7) L + 8.50% 9.50% 01/27/2021 11/20/2026 19,000 18,584 19,000 1.60

39,944 40,387 3.40

Flexera Software, LLC (5) (7) L + 7.00% 8.00% 03/03/2021 03/03/2029 13,500 13,251 13,500 1.14

Total Second Lien Debt $ 120,124 $ 121,550 10.23 %

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated (1)(2)

Footnotes Reference Rate and Spread Interest Rate (3)

Acquisition Date Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Other Securities

Unsecured Debt

Familia Intermediate Holdings I Corp.

(Teasdale Latin Foods) (5) (11) 16.25% PIK 12/18/2020 06/18/2026 1,800 $ 1,777 $ 1,350 0.11 %

Total Unsecured Debt 1,777 1,350 0.11

Preferred Equity

Diligent Corporation (5) (12) 10.50% 04/05/2021 5,000 5,143 5,295 0.45

Integrity Marketing Acquisition, LLC (5) (12) 10.50% 12/22/2021 3,250,000 3,185 3,185 0.27

Revalize, Inc.

(5) (12) 11.00% 12/14/2021 1,500 1,470 1,470 0.12

Skykick, Inc.

(5) (12) 08/31/2021 134,101 1,275 1,298 0.11

Total Preferred Equity 11,073 11,248 0.95

Common Equity

Abacus Data Holdings, Inc.

(AbacusNext) (5) (12) 07/12/2021 29,441 2,944 2,714 0.23

BP Purchaser, LLC (5) (12) 12/10/2021 1,233,333 1,233 1,233 0.10

CSC Thrive Holdings, LP (Thrive Networks) (5) (12) 03/01/2021 160,016 411 531 0.04

Encore Holdings, LLC (5) (12) 11/23/2021 2,391 275 275 0.02

GSM Equity Investors, LP (GSM Outdoors) (5) (12) 11/16/2020 4,500 450 1,242 0.10

Help HP SCF Investor, LP (10) (12) 05/12/2021 12,460 13,751 1.16

mPulse Mobile, Inc.

(5) (12) 12/17/2021 165,761 1,220 1,220 0.10

PCX Holding Corp.

(5) (12) 04/22/2021 6,538 654 965 0.08

Pet Holdings, Inc.

(Brightpet) (5) (12) 10/06/2020 12,313 1,232 1,052 0.09

Pritchard Industries, Inc.

(5) (12) 10/13/2021 1,700,000 1,700 1,700 0.14

Procure Acquiom Financial, LLC (Procure Analytics) (5) (12) 12/20/2021 1,000,000 1,000 1,000 0.08

RPS Group Holdings (Recovery Point Systems, Inc.) (5) (12) 03/05/2021 1,000,000 1,000 750 0.06

Shelby Co-invest, LP.

(Spectrum Automotive) (5) (12) 06/29/2021 8,500 850 993 0.08

Suveto Buyer, LLC (5) (10) (12) 11/19/2021 17,000 1,700 1,700 0.14

Total Common Equity 27,129 29,126 2.45

Total Other Securities $ 39,979 $ 41,724 3.51 %

Total Portfolio Investments $ 2,373,435 $ 2,387,374 200.86 %

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

(1) Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars.

All debt investments are income producing unless otherwise indicated.

All equity investments are non-income producing unless otherwise noted.

Certain portfolio company investments are subject to contractual restrictions on sales.

Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company.

As of December 31, 2021, 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, 2021, 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 LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S.

Prime Rate (“P”)), which generally resets periodically.

For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021.

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, 2021.

As of December 31, 2021, the reference rates for our variable rate loans were the 30-day L at 0.10%, the 90-day L at 0.21%, the 180-day L at 0.34%, and the P at 3.25%.

(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 Board of Directors (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(6) Assets or a portion thereof are pledged as collateral for the BNP Funding Facility.

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, 2021, non-qualifying assets represented 5.7% of total assets as calculated in accordance with regulatory requirements.

(11) Represents a senior unsecured note, which is subordinated to senior secured term loans of the portfolio company.

(12) Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”.

As of December 31, 2021, the aggregate fair value of these securities is $40,374 or 3.4% of the Company’s net assets.

The initial acquisition dates have been included for such securities.

(13) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees.

Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment.

The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated.

See below for more information on the Company’s unfunded commitments as of December 31, 2021:

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value

First Lien Debt

365 Retail Markets, LLC 1.00% Delayed Draw Term Loan 11/05/2023 $ 5,557 $ (34)

365 Retail Markets, LLC 0.50% Revolver 12/23/2026 2,000 (25)

Abacus Data Holdings, Inc.

(AbacusNext) 1.00% Delayed Draw Term Loan 09/08/2022 3,500 —

Abacus Data Holdings, Inc.

(AbacusNext) 0.50% Revolver 03/10/2027 1,190 —

Alert Media, Inc.

0.50% Revolver 04/10/2026 1,750 (43)

AMCP Pet Holdings, Inc.

(Brightpet) 1.00% Delayed Draw Term Loan 04/06/2022 5,000 (44)

AMCP Pet Holdings, Inc.

(Brightpet) 0.50% Revolver 10/05/2026 1,896 (17)

Answer Target Holdco, LLC 0.50% Revolver 12/30/2026 833 (17)

Appfire Technologies, LLC 0.50% Delayed Draw Term Loan 01/05/2023 13,525 —

ARI Network Services, Inc.

0.50% Revolver 02/28/2025 1,697 (13)

Assembly Intermediate, LLC 1.00% Delayed Draw Term Loan 10/19/2023 3,941 (47)

Assembly Intermediate, LLC 0.50% Revolver 10/19/2027 2,074 (40)

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value

Associations, Inc.

0.50% Revolver 07/02/2027 $ 1,860 $ —

AWP Group Holdings, Inc.

1.00% Delayed Draw Term Loan 12/22/2022 132 —

AWP Group Holdings, Inc.

0.50% Revolver 12/22/2026 114 —

Bearcat Buyer, Inc.

1.00% Delayed Draw Term Loan 11/23/2022 513 —

Bullhorn, Inc.

0.50% Delayed Draw Term Loan 10/05/2022 5,172 (25)

Bullhorn, Inc.

0.50% Revolver 09/30/2026 554 (3)

Capstone Acquisition Holdings, Inc.

1.00% Delayed Draw Term Loan 05/13/2022 313 —

CC SAG Holdings Corp.

(Spectrum Automotive) 1.00% Delayed Draw Term Loan 06/29/2023 4,437 (52)

CC SAG Holdings Corp.

(Spectrum Automotive) 0.50% Revolver 06/29/2027 881 (10)

Citrin Cooperman Advisors, LLC 1.00% Delayed Draw Term Loan 10/01/2023 8,647 (83)

Citrin Cooperman Advisors, LLC 0.50% Revolver 10/01/2027 24,500 (469)

CLEO Communications Holding, LLC 0.50% Revolver 06/09/2027 12,502 (198)

Cordeagle US Finco, Inc.

0.50% Revolver 07/30/2027 2,800 —

DCA Investment Holdings, LLC 1.00% Delayed Draw Term Loan 03/12/2023 1,689 —

Diligent Corporation 1.00% Delayed Draw Term Loan 10/05/2022 3,136 —

Diligent Corporation 0.50% Revolver 08/04/2025 4,500 —

Electrical Source Holdings, LLC 0.50% Revolver 11/25/2025 896 —

Encore Holdings, LLC 0.75% Delayed Draw Term Loan 11/23/2024 3,081 (30)

Encore Holdings, LLC 0.50% Revolver 11/23/2027 539 (9)

FLS Holding, Inc.

1.00% Delayed Draw Term Loan 06/17/2023 6,250 (62)

FLS Holding, Inc.

0.50% Revolver 12/17/2027 2,500 (50)

FMG Suite Holdings, LLC 0.50% Delayed Draw Term Loan 10/28/2022 5,250 (19)

FMG Suite Holdings, LLC 0.50% Revolver 10/30/2026 2,625 (10)

Fortis Solutions Group, LLC 0.50% Delayed Draw Term Loan 10/15/2023 7,871 (76)

Fortis Solutions Group, LLC 0.50% Revolver 10/15/2027 2,699 (52)

Foundation Risk Partners, Corp.

1.00% Delayed Draw Term Loan 10/29/2023 4,033 (47)

Foundation Risk Partners, Corp.

0.50% Revolver 10/29/2027 4,571 (67)

Galway Borrower, LLC 0.50% Delayed Draw Term Loan 09/30/2023 4,311 (75)

Galway Borrower, LLC 0.50% Revolver 09/30/2027 2,053 (36)

Govbrands Intermediate, Inc.

1.00% Delayed Draw Term Loan 08/04/2023 4,185 (83)

Govbrands Intermediate, Inc.

0.50% Revolver 08/04/2027 4,237 (99)

GraphPad Software, LLC 0.50% Revolver 04/27/2027 1,750 (16)

Ground Penetrating Radar Systems, LLC 0.50% Revolver 06/26/2025 886 —

GS AcquisitionCo, Inc.

0.50% Delayed Draw Term Loan 11/03/2022 10,833 (54)

GS AcquisitionCo, Inc.

0.50% Revolver 05/22/2026 1,270 (6)

GSM Acquisition Corp.

(GSM Outdoors) 0.50% Revolver 11/16/2026 1,617 —

Gurobi Optimization, LLC 0.50% Revolver 12/19/2023 1,607 —

Heartland Veterinary Partners, LLC 0.75% Delayed Draw Term Loan 11/17/2023 3,816 (37)

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value

Heartland Veterinary Partners, LLC 0.50% Revolver 12/10/2026 $ 375 $ (4)

High Street Buyer, Inc.

1.00% Delayed Draw Term Loan 08/11/2023 3,385 —

High Street Buyer, Inc.

0.50% Revolver 04/16/2027 2,136 —

Integrity Marketing Acquisition, LLC 1.00% Delayed Draw Term Loan 12/03/2023 3,056 (38)

IQN Holding Corp., dba Beeline 0.50% Revolver 08/21/2023 4,545 —

Keystone Agency Investors 1.00% Delayed Draw Term Loan 12/21/2023 2,578 (38)

Komline-Sanderson Group, Inc.

0.50% Revolver 03/17/2026 2,452 (49)

KPSKY Acquisition, Inc.

—% Delayed Draw Term Loan 10/19/2023 1,980 (29)

KWOR Acquisition, Inc.

0.50% Revolver 12/22/2027 110 (2)

Lightspeed Buyer, Inc.

1.00% Delayed Draw Term Loan 02/28/2023 4,050 (180)

Majesco 0.50% Revolver 09/21/2026 1,575 —

Mammoth Holdings, LLC 0.50% Delayed Draw Term Loan 12/15/2022 7,434 —

Mammoth Holdings, LLC 0.50% Revolver 10/16/2023 953 —

MHE Intermediate Holdings, LLC 1.00% Delayed Draw Term Loan 07/21/2023 1,585 (16)

MHE Intermediate Holdings, LLC 0.50% Revolver 07/21/2027 2,500 (25)

mPulse Mobile, Inc.

0.50% Delayed Draw Term Loan 12/17/2023 1,996 (20)

mPulse Mobile, Inc.

0.50% Revolver 12/17/2027 504 (10)

MRI Software, LLC 0.50% Delayed Draw Term Loan 03/24/2023 10,637 —

MRI Software, LLC 0.50% Revolver 02/10/2026 2,215 —

MSM Acquisitions, Inc.

1.00% Delayed Draw Term Loan 01/30/2023 26,515 (265)

MSM Acquisitions, Inc.

0.50% Revolver 12/09/2026 3,582 (36)

Omni Intermediate Holdings, LLC 1.00% Delayed Draw Term Loan 12/01/2023 1,264 (6)

Omni Intermediate Holdings, LLC 0.50% Revolver 12/30/2025 799 (8)

Patriot Growth Insurance Services, LLC 0.75% Delayed Draw Term Loan 10/14/2023 17,620 (171)

Patriot Growth Insurance Services, LLC 0.75% Revolver 10/14/2027 4,485 (86)

PCX Holding Corp.

1.00% Delayed Draw Term Loan 04/22/2023 1,851 —

PCX Holding Corp.

0.50% Revolver 04/22/2027 1,851 —

PDFTron US Acquisition Corp.

1.00% Delayed Draw Term Loan 01/15/2023 3,640 (98)

PDFTron US Acquisition Corp.

0.50% Revolver 07/15/2026 7,700 (208)

Foy & Associates Insurance Services, LLC 1.00% Delayed Draw Term Loan 05/02/2023 1,559 (13)

Foy & Associates Insurance Services, LLC 0.50% Revolver 11/01/2027 832 (8)

Pound Bidco, Inc.

0.50% Revolver 01/30/2026 1,163 (19)

Pritchard Industries, LLC 1.00% Delayed Draw Term Loan 10/13/2023 6,140 (59)

Procure Acquireco, Inc.

(Procure Analytics) 0.50% Delayed Draw Term Loan 12/20/2023 794 (8)

Procure Acquireco, Inc.

(Procure Analytics) 0.50% Revolver 12/20/2028 238 (5)

Promptcare Infusion Buyer, Inc.

1.00% Delayed Draw Term Loan 09/01/2023 3,050 (72)

PT Intermediate Holdings III, LLC —% Delayed Draw Term Loan 05/11/2022 16,090 —

Recovery Point Systems, Inc.

0.50% Revolver 08/12/2026 4,000 —

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value

Revalize, Inc.

0.50% Delayed Draw Term Loan 06/13/2023 $ 708 $ (7)

Revalize, Inc.

0.50% Revolver 04/15/2027 71 (1)

RSC Acquisition, Inc.

0.50% Delayed Draw Term Loan 11/12/2023 8,474 (82)

Sherlock Buyer Corp.

0.50% Delayed Draw Term Loan 12/08/2023 3,215 (32)

Sherlock Buyer Corp.

0.50% Revolver 12/08/2027 1,286 (25)

Skykick, Inc.

1.00% Delayed Draw Term Loan 03/01/2023 2,625 (31)

Sonny’s Enterprises, Inc.

1.00% Delayed Draw Term Loan 11/01/2022 21,225 (410)

Summit Buyer, LLC 1.00% Delayed Draw Term Loan 06/23/2023 13,656 (108)

Summit Buyer, LLC 0.50% Revolver 01/14/2026 2,420 (19)

Suveto Buyer, LLC 1.00% Delayed Draw Term Loan 09/09/2023 8,442 (78)

Suveto Buyer, LLC 0.50% Revolver 09/09/2027 707 (7)

Sweep Purchaser, LLC 0.50% Revolver 11/30/2026 956 (16)

Syntax Systems Ltd 1.00% Delayed Draw Term Loan 10/29/2023 9,356 (91)

Syntax Systems Ltd 0.50% Revolver 10/29/2026 2,106 (20)

Thrive Buyer, Inc.

(Thrive Networks) 1.00% Delayed Draw Term Loan 12/30/2023 6,442 (123)

Thrive Buyer, Inc.

(Thrive Networks) 0.50% Revolver 01/22/2027 1,982 (35)

Triple Lift, Inc.

0.50% Revolver 05/08/2028 4,000 (37)

Trunk Acquisition, Inc.

0.50% Revolver 02/19/2026 857 (8)

Turbo Buyer, Inc.

1.00% Delayed Draw Term Loan 11/15/2023 1,610 (31)

Two Six Labs, LLC 0.50% Delayed Draw Term Loan 08/20/2023 4,268 (43)

Two Six Labs, LLC 0.50% Revolver 08/20/2027 2,134 (21)

United Flow Technologies Intermediate Holdco II, LLC 1.00% Delayed Draw Term Loan 10/29/2023 7,500 (73)

United Flow Technologies Intermediate Holdco II, LLC 0.50% Revolver 10/29/2026 3,000 (58)

Upstack Holdco, Inc.

1.00% Delayed Draw Term Loan 08/26/2023 1,050 (22)

Upstack Holdco, Inc.

0.50% Revolver 08/20/2027 875 (18)

US Infra Svcs Buyer, LLC 1.00% Delayed Draw Term Loan 04/13/2022 8,085 (42)

US Infra Svcs Buyer, LLC 0.50% Revolver 04/13/2026 225 (1)

Valcourt Holdings II, LLC 1.00% Delayed Draw Term Loan 01/07/2023 4,378 —

Vehlo Purchaser, LLC 1.00% Delayed Draw Term Loan 08/27/2023 11,569 (183)

Vehlo Purchaser, LLC 0.50% Revolver 08/27/2027 4,666 (74)

Vessco Midco Holdings, LLC 1.00% Delayed Draw Term Loan 11/02/2022 309 —

Vessco Midco Holdings, LLC 0.50% Revolver 10/18/2026 427 —

VRC Companies, LLC 0.75% Delayed Draw Term Loan 12/28/2022 5,000 (42)

VRC Companies, LLC 0.50% Revolver 06/29/2027 1,653 (14)

World Insurance Associates, LLC 0.50% Revolver 04/01/2026 1,173 (23)

Zarya Intermediate, LLC 0.50% Revolver 07/01/2027 1,983 —

Zarya Intermediate, LLC 0.50% Revolver 07/01/2027 2,683 —

Total First Lien Debt Unfunded Commitments $ 499,948 $ (5,196)

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2021

(In thousands)

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value

Second Lien Debt

Heartland Veterinary Partners, LLC 0.75% Delayed Draw Term Loan 11/17/2023 $ 955 $ (7)

Infinite Bidco, LLC 1.00% Delayed Draw Term Loan 03/02/2022 8,500 —

Total Second Lien Debt Unfunded Commitments $ 9,455 $ (7)

Total Unfunded Commitments $ 509,403 $ (5,203)

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2020

(In thousands)

Investments-non-controlled/non-affiliated (1)

Footnotes Reference Rate and Spread Interest Rate (2)

Acquisition Date Maturity Date Par Amount/ Shares Cost (3)

Fair Value Percentage of Net Assets

First Lien Debt

Auto Components

Sonny’s Enterprises, Inc.

(4) (5) L + 7.00% 8.00% 12/28/2020 08/05/2026 5,469 $ 5,360 $ 5,360 1.78 %

Sonny’s Enterprises, Inc.

(4) (5) (10) L + 7.00% 8.00% 12/28/2020 08/05/2026 — (266) (266) (0.09)

5,094 5,094 1.69

Turbo Buyer, Inc.

(4) (5) (10) L + 5.50% 6.50% 08/21/2020 02/12/2025 — (407) (407) (0.13)

Commercial Services & Supplies

Capstone Acquisition Holdings, Inc.

(5) (6) L + 4.75% 5.75% 11/13/2020 11/12/2027 2,827 2,799 2,845 0.94

Capstone Acquisition Holdings, Inc.

(5) (10) L + 4.75% 5.75% 11/13/2020 11/12/2027 — (2) 3 —

Divisions Holding Corporation (4) (5) L + 6.50% 7.50% 08/14/2020 08/14/2026 29,491 28,931 29,491 9.78

30 unchanged sentences

(4) (5) (6) L + 5.25% 6.25% 09/30/2020 12/23/2023 7,246 7,111 7,246 2.40

Teasdale Foods, Inc.

(Teasdale Latin Foods) (4) (5) L + 6.25% 7.25% 12/18/2020 12/18/2025 11,250 11,027 11,027 3.66

68,274 68,737 22.79

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

Consolidated Schedule of Investments (continued)

December 31, 2020

(In thousands)

3 unchanged sentences

Fair Value Percentage of Net Assets

First Lien Debt (continued)

Teasdale Foods, Inc.

(Teasdale Latin Foods) (4) (5) L + 6.25% 7.25% 12/18/2020 12/18/2025 11,250 $ 11,027 $ 11,027 3.66 %

68,274 68,737 22.79

Health Care Providers & Services

42 unchanged sentences

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

Consolidated Schedule of Investments (continued)

December 31, 2020

(In thousands)

3 unchanged sentences

Fair Value Percentage of Net Assets

First Lien Debt (continued)

Ensono, LP (4) (6) L + 5.75% 5.90% 06/25/2020 06/27/2025 14,925 $ 14,434 $ 14,925 4.95 %

46 unchanged sentences

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

Consolidated Schedule of Investments (continued)

December 31, 2020

(In thousands)

30 unchanged sentences

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

Consolidated Schedule of Investments (continued)

December 31, 2020

(In thousands)

55 unchanged sentences

1.00% Delayed Draw Term Loan 11/25/2022 4,119 (31)

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

(In thousands)

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value

First Lien Debt (continued)

HighTower Holdings LLC 1.00% Delayed Draw Term Loan 10/14/2022 2,419 (17)

1 unchanged sentence

IQN Holding Corp., dba Beeline 0.50% Revolver 08/21/2023 4,545 (43)

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2020

(In thousands)

Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value

Lightspeed Buyer, Inc.

38 unchanged sentences

On November 25, 2019, pursuant to BDC conversion, the Company was converted into a corporation and succeeded to the business of the Morgan Stanley Direct Lending Fund LLC (the “BDC Conversion”).

The Company was formed to make investments in middle-market companies and commenced investing operations in January 2020.

The Company commenced investing operations in January 2020.

Pursuant to the Company’s operating agreement, 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 Investment Adviser is a 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.

12 unchanged sentences

DLF LLC is a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the date of its formation.

DLF Equity Holdings LLC (“DLF Equity Holdings”) is a Delaware limited liability company that was formed on November 24, 2021.

DLF Equity Holdings expects to hold equity investments.

DLF Equity Holdings is a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the date of its formation.

(2) Summary of Significant Accounting Policies

12 unchanged sentences

Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries.

As of December 31, 2020, the Company's consolidated subsidiaries were CA SPV, DLF SPV and DLF LLC (collectively, the “SPVs”).

As of December 31, 2021, the Company’s consolidated subsidiaries were CA SPV, DLF SPV, DLF LLC and DLF Equity Holdings (collectively, the “subsidiaries”).

Cash is carried at cost, which approximates fair value.

1 unchanged sentence

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.

4 unchanged sentences

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 security using the effective interest method.

Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective investment using the effective interest method.

The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any.

Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

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.

The Company has loans 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 interest income in the Consolidated Statement of Operations.

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 interest income in 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.

PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income.

When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income.

To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends, even though the Company has not yet collected cash.

Dividend income

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected.

Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.

Dividend income is presented net of withholding tax, if any.

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.

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Realized Gains/Losses

Realized gains or losses on investments 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.

Organization and Offering Costs

Costs associated with the organization of the Company are expensed as incurred, subject to the limitations discussed below.

Costs associated with the organization of the Company are expensed as incurred, subject to the limitations discussed in Note 3.

These costs consist primarily of legal fees and other costs of organizing the Company.

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These costs consist primarily of legal fees and other costs incurred in connection with the Company’s continuous private offerings of its Common Stock.

The Company is responsible for investment expenses, legal expenses, auditing fees and other expenses related to the Company’s operations.

The Company is responsible for investment expenses, professional fees and other general and administrative expenses related to the Company’s operations.

Such fees and expenses, including expenses incurred by the Adviser on behalf of the Company, will be reimbursed by the Company, subject to contractual thresholds.

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Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities.

The Company intends to elect to be treated as a RIC under Subchapter M of the Code.

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.

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All penalties and interest associated with income taxes, if any, are included in income tax expense.

Each of the SPVs is a disregarded entity for tax purposes and will be consolidated with the tax return of the Company.

For the year ended December 31, 2021, the Company accrued $80 of U.S.

federal excise tax.

For the year ended December 31, 2020, the Company did not accrue any U.S.

federal excise tax.

New Accounting Standards

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We plan to apply the accounting relief as relevant contract relationship modifications are made during the course of the reference rate reform transition period.

Other than the accounting guidance described above, management does not believe any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's consolidated financial statements.

(3) Related Party Transactions

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Any waived Base Management Fees are not subject to recoupment by the Adviser.

The Base Management Fee is payable quarterly in arrears and no management fee will be charged on committed but undrawn Capital Commitments.

For the year ended December 31, 2020, base management fees were $2,238 and $560 net of waiver pursuant to the Expense Support and Waiver Agreement described below.

There were no management fees recorded from May 30, 2019 (inception) to December 31, 2019.

As of December 31, 2020, $295 was payable to the Investment Adviser relating to base management fees.

As of December 31, 2019, no base management fee was payable to the Investment Adviser.

The Base Management Fee is payable quarterly in arrears, and no management fee is charged on committed but undrawn Capital Commitments.

For the year ended December 31, 2021 and December 31, 2020, base management fees were $3,465 and $560 net of waiver, respectively.

As of December 31, 2021 and December 31, 2020, $1,306 and $295 were payable to the Investment Adviser relating to base management fees.

Incentive Fee

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If such amount is negative, no accrual will be recorded for such period.

For the year ended December 31, 2020, $2,517 of income based incentive fees and $1,341 of capital gains incentive fees accrued to the Investment Adviser.

For the year ended December 31, 2021 and December 31, 2020, $15,852 and $2,517 respectively, of income based incentive fees were accrued to the Investment Adviser.

For the year ended December 31, 2021 and December 31, 2020, $1,809 and $1,341 of capital gains incentive fees were accrued to the Investment Adviser, respectively.

The Investment Advisory Agreement does not permit unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser.

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As of December 31, 2021, $5,886 and $2,773 were payable to the Investment Adviser relating to income based incentive fees and capital gains incentive fees, respectively.

As of December 31, 2019, no incentive fee was payable to the Investment Adviser.

As of December 31, 2020, $1,548 and $1,341 were payable to the Investment Adviser relating to income based incentive fees and capital gains incentive fees, respectively.

Administration Agreement

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Reimbursement under the Administration Agreement occurs quarterly in arrears.

For the year ended December 31, 2020, the Company incurred $183 in expenses under the Administration Agreement, which were recorded in administrative service expenses in the Company’s Consolidated Statements of Operations.

As of December 31, 2020, $60 was unpaid and included in payable to affiliate in the Consolidated Statement of Assets and Liabilities.

As of December 31, 2019, there were no administrative fees incurred by the Company.

For the year ended December 31, 2021 and December 31, 2020, the Company incurred $212 and $183, respectively, in expenses under the Administration Agreement, which were recorded in administrative service expenses on the Company’s Consolidated Statements of Operations.

Amounts unpaid and included in payable to affiliates on the Consolidated Statements of Assets and Liabilities as of December 31, 2021 and December 31, 2020 were $266 and $60, respectively.

Expense Support and Waiver Agreement

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The Company shall reimburse the Investment Adviser for payments of any excess costs borne by the Investment Adviser on the Company’s behalf within three years of December 23, 2019 (the “Initial Closing Date”).

As of December 31, 2020 and December 31, 2019, the Investment Adviser has not recaptured any previously waived amounts from the Company since actual offering and organizational expenses incurred from May 30, 2019 (inception) to December 31, 2020 exceeded the greater of $1,000 or 0.10% of the Company's total Capital Commitments.

During the year ended December 31, 2021, the Company incurred $42 towards organization cost and amortization of offering cost.

The Investment Adviser recaptured $98 of previously waived amounts from the Company since actual offering and organizational expenses incurred from May 30, 2019 (inception).

For the year ended December 31, 2020, the Company incurred $676 towards organization cost and amortization of offering cost.

These costs exceeded the Investment Adviser reimbursement threshold, and as a result, the excess organization and offering costs of $230 were waived.

For the year ended December 31, 2019, the Company incurred $1,079 towards organization cost.

These costs exceeded the Investment Adviser reimbursement threshold, and as a result, the excess organization cost of $230 was waived.

As of December 31, 2020 and December 31, 2019, organization cost and offering cost are included in payable to affiliate and accrued expenses and other liabilities in the Consolidated Statements of Assets and Liabilities.

As of December 31, 2021 and December 31, 2020, organization cost and offering cost are included in payable to affiliates and accrued expenses and other liabilities in the Consolidated Statements of Assets and Liabilities.

License Agreement

The Company entered into a license agreement with Morgan Stanley (the “License Agreement”) under which Morgan Stanley has agreed to grant the Company a non-exclusive, royalty-free license to use the name “Morgan Stanley” for specified purposes in the Company’s business.

Under the License Agreement, the Company will have a right to use the “Morgan Stanley” name, subject to certain conditions, for so long as the Investment Adviser or one of its affiliates remains the Company’s investment adviser.

Other than with respect to this limited license, the Company will have no legal right to the “Morgan Stanley” name.

MS Credit Partners Holdings Investment

MS Credit Partners Holdings, Inc., a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser has made an aggregate capital commitment of $200.0 million to the Company as of December 31, 2020.

MS Credit Partners Holdings, Inc.

(“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 in 2019.

As of December 31, 2021 and December 31, 2020, MS Credit Partners Holdings’ total capital commitment represented approximately 13% and 14% of aggregate capital commitments received, respectively.

(4) Investments

The composition of the Company’s investment portfolio as of December 31, 2020 at cost and fair value was as follows:

December 31, 2020

Cost Fair Value % of Total Investments at Fair Value

The composition of the Company’s investment portfolio as of December 31, 2021 and December 31, 2020 at cost and fair value were as follows:

December 31, 2021 December 31, 2020

Cost Fair Value % of Total Investments at Fair Value Cost Fair Value % of Total Investments at Fair Value

First Lien Debt $ 2,213,332 $ 2,224,100 93.2 % $ 575,009 $ 580,867 91.2 %

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Total $ 2,373,435 $ 2,387,374 100.0 % $ 631,473 $ 636,981 100.0 %

The industry composition of investments as of December 31, 2020 at fair value was as follows:

December 31, 2020 (1)

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

December 31, 2021 December 31, 2020 (1)

Aerospace and Defense 1.7 % — %

Air Freight and Logistics 0.5 —

Auto Components 3.3 4.6

Automobiles 7.4 (0.1)

Biotechnology 0.6 —

Commercial Services & Supplies 13.0 10.0

Construction and Engineering 1.5 —

Containers & Packaging 1.6 2.0

Distributors 1.2 —

Diversified Consumer Services 1.5 1.5

Diversified Financial Services 0.1 2.7

Electronic Equipment, Instruments & Components 0.7 0.0

Energy Equipment & Services 0.6 2.3

Food Products 3.1 11.2

Health Care Equipment & Supplies 0.4 —

Health Care Providers & Services 2.9 1.3

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Leisure Products 2.4 3.8

Machinery 2.0 —

Multi-Utilities 0.4 0.1

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Real Estate Management & Development 5.2 5.3

Software 11.5 6.8

Total 100.0 % 100.0 %

(1) Negative percentage is resulted from negative fair value of an unfunded loan commitment.

The geographic composition of investments as of December 31, 2020 at cost and fair value was as follows:

December 31, 2020

The geographic composition of investments as of December 31, 2021 and December 31, 2020 at cost and fair value were as follows:

December 31, 2021 December 31, 2020

Cost Fair Value % of Total

Investments at

Fair Value Cost Fair Value % of Total

Investments at

Canada $ 81,935 $ 81,386 3.4 % $ — $ — — %

United Kingdom 17,804 18,200 0.8 — — —

United States 2,273,696 2,287,789 95.8 631,473 636,981 100.0

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(5) Fair Value Measurements

The Company conducts the valuation of assets at all times consistent with U.S.

GAAP and the 1940 Act.

The Company’s board of directors (the “Board”), with the assistance of the Audit Committee, determines the fair value of the assets for assets with a daily public market, and for assets with no readily available public market, on at least a quarterly basis, in accordance with FASB ASC 820, Fair Value Measurements (“ASC 820”).

Valuation procedures are set forth in more detail below.

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 assets and liabilities, observable market transactions or market information might be available.

For other assets and liabilities, observable market transactions and market information might not be available.

However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the asset or transfer the liability 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 that holds the asset or owes the liability).

ASC 820 establishes a hierarchical disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value.

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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.

The Company does 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.

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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 will determine whether the quote obtained is sufficient according to U.S.

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 will use the quote obtained.

As of December 31, 2019, the Company did not hold any investments.

The following table presents the fair value hierarchy of the investments as of December 31, 2020:

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 Investment Adviser or the Board, 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 Board undertakes a multi-step valuation process each quarter, as described below:

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

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

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

4) the Audit Committee reviews the assessments of the Investment Adviser and the independent third-party valuation firm and provide the Board with recommendations with respect to the fair value of each investment in the Company’s portfolio;

(5) the Board 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 Investment Adviser and, where applicable, the third-party valuation firm.

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;

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

During the year ended December 31, 2021, there was $2,849 of portfolio investments transferred into Level 3 from Level 2 at fair value as of the beginning of the period in which the reclassification occurred, primarily due to decreased price transparency.

The following tables present the fair value hierarchy of investments:

December 31, 2021

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Other Securities — — 27,973 27,973

Subtotal $ — $ 17,064 $ 2,356,559 $ 2,373,623

Investment measured at net asset value (1)

Total $ 2,387,374

(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 member’s interest in the entity.

As such, the fair value has not been classified within the fair value hierarchy.

December 31, 2020

Level 1 Level 2 Level 3 Total

First Lien Debt $ — $ 22,549 $ 558,318 $ 580,867

Second Lien Debt — — 53,155 53,155

Other Securities — — 2,959 2,959

Total $ — $ 22,549 $ 614,432 $ 636,981

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 year ended December 31, 2021:

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Proceeds from principal repayments and sales of investments (325,175) (36,250) (3,348) (364,773)

Accretion of discount/amortization of premium, including capitalized PIK interest 1,368 55 9 1,432

Accretion of discount/amortization of premium 8,831 1,008 — 9,839

Payment-in-kind 133 509 537 1,179

Net change in unrealized appreciation (depreciation) 5,052 1,776 455 7,283

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Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2021 $ 6,807 $ 1,775 $ 455 $ 9,037

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 year ended December 31, 2020:

First Lien Debt Second Lien Debt Other Securities Total Investments

Fair value, beginning of period $ — $ — $ — $ —

Purchases of investments 594,502 53,450 2,950 650,902

Proceeds from principal repayments and sales of investments (43,241) — — (43,241)

Accretion of discount/amortization of premium 1,368 55 — 1,423

Payment-in-kind — — 9 9

Net change in unrealized appreciation (depreciation) 5,689 (350) — 5,339

Net realized gains (losses) — — — —

Transfers into/(out) of Level 3 — — — —

Fair value, end of period $ 558,318 $ 53,155 $ 2,959 $ 614,432

Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2020 $ 5,689 $ (350) $ — $ 5,339

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.

December 31, 2021

Value Valuation Technique Unobservable

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Investments in second lien debt 121,550 Yield Analysis Discount Rate 7.12 % 10.79 % 8.51 %

Investments in other securities:

Unsecured debt 1,350 Yield Analysis Discount Rate 25.33 % 25.33 % 25.33 %

Market Approach EBITDA Multiple 9.00x 9.00x 9.00x

Preferred equity 9,950 Yield Analysis Discount Rate 11.70 % 12.10 % 11.92 %

1,298 Market Approach Revenue Multiple 11.80x 11.80x 11.80x

Common equity 15,375 Market Approach EBITDA Multiple 8.10x 19.97x 13.11x

Total investment in other securities 27,973

Total Investments $ 2,356,559

December 31, 2020

Value Valuation Technique Unobservable

Input Low High Weighted

Investments in first lien debt $ 558,318 Yield Analysis Discount Rate 5.75 % 8.86 % 7.18 %

Investments in second lien debt 53,155 Yield Analysis Discount Rate 10.35 % 10.95 % 10.52 %

Investments in other securities 2,959 Market Approach EBITDA Multiple 9.15x 10.01x 9.71x

Total $ 614,432

Total Investments $ 614,432

The significant unobservable input used in yield analysis is discount rate based on comparable market yields.

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Financial instruments disclosed but not carried at fair value

The carrying value and fair value of the Company’s secured borrowings disclosed but not carried at fair value as of December 31, 2020 were as follows:

Carrying Value Fair Value

The carrying value and fair value of the Company’s secured borrowings disclosed but not carried at fair value were as follows:

December 31, 2021 December 31, 2020

Carrying Value Fair Value Carrying Value Fair Value

CIBC Subscription Facility $ 310,350 $ 310,350 $ 333,850 $ 333,850

BNP Funding Facility 463,500 463,500 — —

Truist Credit Facility 476,000 476,000 — —

Total $ 1,249,850 $ 1,249,850 $ 333,850 $ 333,850

The above fair value measurements were based on significant unobservable inputs and thus represent Level 3 measurements as defined under ASC 820.

As of December 31, 2019, the Company had no secured borrowings outstanding.

The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and the CIBC Subscription Facility, approximate fair value.

These financial instruments are categorized as Level 3 within the hierarchy.

The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and secured borrowings, approximate fair value.

CIBC Subscription Facility

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The Company has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.

Borrowings under the CIBC Subscription Facility are subject to the leverage restrictions contained in the 1940 Act.

As of December 31, 2020 and December 31, 2019, the Company was in compliance with all covenants and other requirements of the CIBC Subscription Facility.

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

For the year ended December 31, 2020 From May 30, 2019 (inception) to December 31, 2019

For the Year Ended

December 31, 2021 December 31, 2020

Borrowing interest expense $ 6,379 $ 2,247

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Weighted average outstanding balance $ 354,810 $ 114,431

During the year ended December 31, 2020, the Company borrowed $612,350 and repaid $278,500 under the CIBC Subscription Facility.

During the period from May 30, 2019 (inception) to December 31, 2019, the Company had no amount borrowed under the CIBC Subscription Facility.

During the year ended December 31, 2021 and December 31, 2020, the Company borrowed $431,500 and $612,350, and repaid $455,000 and $278,500, respectively, under the CIBC Subscription Facility.

As of December 31, 2021 and December 31, 2020, the Company had $310,350 and $333,850 outstanding under the CIBC Subscription Facility, respectively.

As of December 31, 2020 and December 31, 2019, the Company had $66,150 and $100,000, respectively, of available capacity under the CIBC Subscription Facility.

As of December 31, 2021 and December 31, 2020, the Company had $89,650 and $66,150, respectively, of available capacity under the CIBC Subscription Facility (subject to borrowing base restrictions).

BNP Funding Facility

On October 14, 2020, DLF LLC entered into a Revolving Credit and Security Agreement (the “Credit and Security Agreement”, which was subsequently amended on December 11, 2020) 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, pursuant to which BNP has agreed to extend credit to DLF LLC in an aggregate principal amount up to $300.0 million at any one time outstanding (the “BNP Funding Facility”).

The BNP Funding Facility is a revolving funding facility with a reinvestment period ending October 14, 2023 and a final maturity date of October 14, 2025.

Subject to certain conditions, the reinvestment period and final maturity are both subject to a one-year extension.

Advances under the BNP Funding Facility are available in U.S.

dollars, pound sterling, Euro or Canadian dollars, and subject to certain exceptions, the interest charged on the BNP Funding Facility is based on LIBOR (Dollar), LIBOR (GBP), EURIBOR or CDOR, as applicable (or, if LIBOR (Dollar) is not available, a benchmark replacement or a “base rate” (which is the greater of a prime rate and the federal funds rate plus 0.50%), as applicable), plus a margin that generally ranges between 2.25% and 3.25% (depending on the types of assets such advances relate to), with a weighted average margin floor for all classes of advances of (i) 2.80% during the reinvestment period and (ii) 3.30% following the reinvestment period, with specific margins for non-U.S.

dollar advances as set forth in the Credit and Security Agreement.

Borrowings under the BNP Funding Facility are subject to various covenants under the Agreements as well as the leverage restrictions contained in the 1940 Act.

As of December 31, 2020, the Company was in compliance with all covenants and other requirements of the BNP Funding Facility.

On October 14, 2020, DLF LLC entered into a Revolving Credit and Security Agreement (the “Credit and Security Agreement”, which was subsequently amended on December 11, 2020 and March 2, 2021) with DLF LLC, as the borrower, BNP Paribas (“BNP”), as the administrative agent and lender, the Company, as the equity holder and as the servicer, and U.S.

National Association, as collateral agent to (the “BNP Funding Facility”).

As of December 31, 2021, the borrowing capacity under the BNP Funding Facility is $600.0 million.

The applicable margin on borrowings during the reinvestment period ranges between 1.95% and 2.75% and, after the reinvestment period, between 2.45% and 3.25%.

The BNP Funding Facility has a maturity date of October 13, 2025.

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

For the year ended December 31, 2020 From May 30, 2019 (inception) to December 31, 2019

For the Year Ended

December 31, 2021 December 31, 2020

Borrowing interest expense $ 8,559 $ —

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Weighted average outstanding balance $ 340,437 $ —

During the year ended December 31, 2020, the Company had no amount borrowed under the BNP Funding Facility.

As of December 31, 2020, the Company had $0 outstanding under the BNP Funding Facility.

As of December 31, 2020, the Company had $300,000 of committed capacity under the BNP Funding Facility.

During the year ended December 31, 2021, the Company borrowed $538,500 and repaid $75,000 under the BNP Funding Facility.

During the year ended December 31, 2020, the Company did not make any borrowings under the facility.

As of December 31, 2021 and December 31, 2020, the Company had $463,500 and $0 outstanding under the BNP Funding Facility, respectively.

As of December 31, 2021 and December 31, 2020, the Company had $136,500 and $300,000, respectively, of available capacity under the BNP Funding Facility (subject to borrowing base restrictions).

Truist Credit Facilit y

On July 16, 2021, the Company entered into a Senior Secured Revolving Credit Agreement with Truist Bank, as amended on December 3, 2021 (the “Truist Credit Facility”).

Truist Bank serves as Administrative Agent and Truist Securities, Inc.

serves as Joint Lead Arranger and Sole Book Runner.

The maximum principal amount of the Truist Credit Facility is $975.0 million, subject to availability under the borrowing base.

The Truist Credit Facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the borrowing capacity to up to $1,000.0 million.

The availability period of the Truist Credit Facility will terminate on July 16, 2025.

The Truist Credit Facility will mature on July 16, 2026.

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 LIBOR plus 1% per annum) plus either (A) 0.75%, or (B) 0.875%, based on certain borrowing base conditions, and (y) for loans for which the Company elects the Eurocurrency option, the applicable LIBO Rate for the related Interest Period for such Borrowing plus either (A) 1.75% per annum, or (B) 1.875% per annum, based on certain borrowing base conditions.

The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments.

The summary information of the Truist Credit Facility from July 16, 2021 to December 31, 2021 was as follows:

From July 16, 2021 to December 31, 2021

Borrowing interest expense $ 2,145

Facility unused commitment fees 858

Amortization of deferred financing costs 465

Total $ 3,468

Weighted average interest rate (excluding unused fees and financing costs) 2.09 %

Weighted average outstanding balance (1)

(1) Weighted average outstanding balance calculated for the period from July 16, 2021 to December 31, 2021.

From July 16, 2021 to December 31, 2021, the Company borrowed $544,000 and repaid $68,000 under the Truist Credit Facility.

As of December 31, 2021, the Company had $499,000 of available capacity under the Truist Credit Facility (subject to borrowing base restrictions).

The Company’s debt obligations were as follows.

Unused debt capacity of credit facilities were subject to certain borrowing base restrictions:

December 31, 2021 December 31, 2020

Aggregate Principal Committed Outstanding Principal Unused Portion Aggregate Principal Committed Outstanding Principal Unused Portion

CIBC Subscription Facility $ 400,000 $ 310,350 $ 89,650 $ 400,000 $ 333,850 $ 66,150

BNP Funding Facility 600,000 463,500 136,500 300,000 — 300,000

Truist Credit Facility 975,000 476,000 499,000 — — —

Total $ 1,975,000 $ 1,249,850 $ 725,150 $ 700,000 $ 333,850 $ 366,150

The combined weighted average interest rate of the aggregate borrowings outstanding for the year ended December 31, 2021 and the year ended December 31, 2020 was 2.12% and 1.93%.

The combined weighted average debt of the aggregate borrowings outstanding for the year ended December 31, 2021 and the year ended December 31, 2020 was $796,272 and $114,431.

As of December 31, 2021 and December 31, 2020, the Company was in compliance with all covenants and other requirements of each of the credit facilities.

(7) Commitments and Contingencies

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As of December 31, 2021, the Company had $509,403 unfunded commitments to fund delayed draw and revolving senior secured loans.

As of December 31, 2019, the Company had no unfunded commitments to fund delayed draw and revolving senior secured loans.

A summary of the Company’s contractual payment obligations under the CIBC Subscription Facility as of December 31, 2020 is as follows.

The Company did not have any outstanding payment obligations under the BNP Funding Facility as of December 31, 2020.

Payments Due by Period

1 year 1-3 years 3-5

years After 5

CIBC Subscription Facility $ 333,850 $ — $ 333,850 $ — $ —

Total Contractual Obligations $ 333,850 $ — $ 333,850 $ — $ —

As of December 31, 2020, the Company had $206,540 unfunded commitments to fund delayed draw and revolving senior secured loans.

As of December 31, 2021 and December 31, 2020, the Company had $1,585,531 and $1,445,809, respectively, in total capital commitments from stockholders, of which $425,694 and $1,148,427, respectively, were unfunded.

(8) Net Assets

Pursuant to the BDC Conversion, the Company has the authority to issue 100,000,000 common stock shares at $0.001 per share par value and 1,000,000 preferred stock shares at $0.001 per share par value.

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

December 31, 2021 As of

December 31, 2020 As of

December 31, 2019

Net distributable earnings (accumulated losses), beginning of period $ 4,702 $ (1,156) $ —

Net investment income (loss) 10,635 (1,156)

Net investment income/(loss) after taxes 72,929 10,635 (1,156)

Accumulated realized gain (loss) 1,895 2,154 —

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Net distributable earnings (accumulated losses), end of period $ 15,782 $ 4,702 $ (1,156)

MS Credit Partners Holding, Inc.

(“MS Investor”), an affiliate of the Investment Adviser, had made aggregate equity contributions of $35 to the Company as of December 31, 2019.

In connection with the Company's conversion to a corporation, on November 25, 2019, the Company issued 1,750 shares of Common Stock to MS Investor for this seed capital investment.

On December 23, 2019, the Company completed its initial closing of Capital Commitments of $755,335 of which $150,000 represents the commitment of MS Investor.

During the year ended December 31, 2020, the Company completed seven closings.

As of December 31, 2020, the Company received aggregate Capital Commitments of $1,445,809, of which $200,000 was from MS Investor.

As a result, the total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2020 are set forth below (dollar amounts in millions):

The following table summarizes the total shares issued and proceeds received from the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2021 (dollar amounts in millions):

Share Issuance Date Shares Issued Amount

January 20, 2021 1,726,689 $ 35.00

March 12, 2021 2,171,816 45.00

April 12, 2021 5,326,877 110.00

May 26, 2021 4,036,582 84.97

July 16, 2021 7,161,130 149.88

October 15, 2021 7,806,514 164.02

November 12, 2021 8,182,294 173.96

December 29, 2021 4,748,891 99.63

Total 41,160,793 $ 862.46

Share Issuance Date Shares Issued Amount

February 5, 2020 2,874,810 $ 57.50

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Total 14,971,159 $ 297.35

The Company’s weighted average number of shares outstanding from November 25, 2019 to December 31, 2019 and the year ended December 31, 2020 were 1,750 and 7,559,426 shares, respectively.

As of December 31, 2020 and December 31, 2019, the Company had $1,445,809 and $755,370, respectively, in total capital commitments from stockholders, of which approximately $1,148,427 and $755,335, respectively, were unfunded.

The following table summarizes the Company's dividends declared and payable for the year ended December 31, 2020 (dollar amounts in thousands):

The following table summarizes the Company’s distributions declared and payable for the year ended December 31, 2021:

Date Declared Record Date Payment Date Per Share Amount Total Amount

March 18, 2021 March 18, 2021 April 22, 2021 $ 0.45 $ 8,570

June 23, 2021 June 23, 2021 July 22, 2021 0.49 13,974

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(1) Includes a special distribution of $0.11 per share.

The following table summarizes the Company’s distributions declared and payable for the year ended December 31, 2020:

Date Declared Record Date Payment Date Per Share Amount Total Amount

June 19, 2020 June 19, 2020 July 15, 2020 $ 0.29 $ 1,533

September 24, 2020 September 24, 2020 October 22, 2020 0.40 3,228

December 29, 2020 December 29, 2020 January 27, 2021 0.61 (1) 9,165

Total Distributions $ 1.30 $ 13,926

(1) Includes a special distribution of $0.18 per share.

We adopted an “opt in” dividend reinvestment plan, or the DRIP.

As a result, our stockholders who elect to “opt in” to the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash.

Stockholders who receive distributions in the form of shares of Common Stock will generally be subject to the same U.S.

federal, state and local tax consequences as if they received cash distributions;

however, those stockholders will not receive cash with which to pay any applicable taxes.

Shares issued under the DRIP will not reduce an investor’s outstanding capital commitment.

The following table summarizes the DRIP shares issued to stockholders who have “opted in” to the DRIP during the year ended December 31, 2021 and the value of such shares as of the payment dates:

Payment Date DRIP Shares Value DRIP Shares Issued

January 27, 2021 $ 2,462 121,484

April 22, 2021 2,276 110,191

July 22, 2021 3,733 178,345

October 27, 2021 5,101 242,789

Total $ 13,572 652,809

The following table summarizes the DRIP shares issued to stockholders who have “opted in” to the DRIP during the year ended December 31, 2020 and the value of such shares as of the payment dates:

Payment Date DRIP Shares Value DRIP Shares Issued

July 15, 2020 $ 227 11,668

October 22, 2020 796 39,848

Total $ 1,023 51,516

(9) Earnings Per Share

1 unchanged sentence

For the year ended

December 31, 2020

December 31, 2021 December 31, 2020 (1)

Numerator for basic and diluted earnings per share - net increase/(decrease) in net assets resulting from operations $ 83,255 $ 18,297

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The tax character of distributions made during the year ended December 31, 2021 were as follows:

For the year ended December 31, 2020

For the year ended December 31, 2021 For the year ended December 31, 2020

Distributions paid from:

Ordinary income (including net short-term capital gains) $ 72,315 $ 13,926

Net long-term capital gains —

Total taxable distributions $ 72,315 $ 13,926

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consequently, the Company has elected to carry forward the excess for distribution to stockholders in 2022.

The amount carried forward to 2021 is estimated to be approximately $409, all of which is expected to be ordinary income, although these amounts will not be finalized until the 2020 tax returns are filed in 2021.

The amount carried forward to 2022 is estimated to be approximately $4,590, of which $4,586 is expected to be ordinary income and $4 is expected to be capital gains, although these amounts will not be finalized until the 2021 tax returns are filed in 2022.

The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book-to-tax treatment of net operating losses, dividend re-designations and timing of the deductibility of certain business expenses, as applicable.

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The book-to-tax differences relating to distributions made to the Company’s stockholders resulted in reclassifications among certain capital accounts as follows:

As of December 31, 2020

December 31, 2021 December 31, 2020

Paid-in capital in excess of par value $ (140) $ (1,487)

Net distributable earnings (accumulated losses) $ 140 $ 1,487

The cost and unrealized gain (loss) on the Company’s financial instruments, as calculated on a tax basis, at December 31, 2020 are as follows (amounts calculated using book-to-tax differences as of the most recent fiscal year ended December 31, 2020):

As of December 31, 2020

The cost and unrealized gain (loss) on the Company’s consolidated financial instruments, as calculated on a tax basis, at December 31, 2021 are as follows (amounts calculated using book-to-tax differences as of the most recent fiscal year ended December 31, 2021):

December 31, 2021 December 31, 2020

Gross unrealized appreciation $ 18,635 $ 5,121

3 unchanged sentences

(11) Consolidated Financial Highlights

The Company commenced investment operations on January 31, 2020.

Net asset value, at the beginning of period represents the initial offering price per share.

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

ended December 31, 2020

For the year ended

December 31, 2021 December 31, 2020

Per Share Data:

9 unchanged sentences

Total return based on net asset value (3)

14.83 % 7.07 %

Ratio/Supplemental Data (all amounts in thousands except ratios):

1 unchanged sentence

Weighted average shares outstanding (4)

31,159,302 7,559,426

Ratio of net expenses to average net assets

6.77 % 7.02 %

Ratio of expenses before waivers to average net assets

8.26 % 8.20 %

Ratio of net investment income to average net assets

Total capital commitments, end of period $ 1,445,809

Ratios of total contributed capital to total committed capital, end of period 20.57 %

10.55 % 6.62 %

Asset coverage ratio 195.10 % 190.35 %

Portfolio turnover rate 27.18 % 31.11 %

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

(2) For the year ended December 31, 2020, 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 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.

(1) The per share data was derived by using the weighted average shares outstanding during the period.

(2) For the year ended December 31, 2021 and December 31, 2020, 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 dividend reinvestment plan.

(4) Calculated for the period from February 5, 2020, the date of first external issuance of shares through December 31, 2020.

(12) Selected Quarterly Data (Unaudited)

As of and For the Three Months Ended

December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020

Total investment income $ 11,431 $ 5,659 $ 3,890 $ 923

Total expenses 5,698 4,294 2,212 972

Expense reimbursement from Adviser (92) (5) (24) (109)

Waived management fees (884) (478) (267) (49)

Net expenses 4,722 3,811 1,921 814

Net investment income 6,709 1,848 1,969 109

Net realized and unrealized gains (losses) 3,375 4,771 3,306 (3,790)

Net increase in net assets resulting from operations $ 10,084 $ 6,619 $ 5,275 $ (3,681)

Net investment income per share (basic and diluted) $ 0.53 $ 0.25 $ 0.37 $ 0.04

Earnings per share (basic and diluted) $ 0.79 $ 0.91 $ 0.99 $ (1.19)

Weighted average shares outstanding 12,754,260 7,290,085 5,329,136 3,091,766

Distributions declared per share $ 0.61 $ 0.40 $ 0.29 $ —

Net asset value per share $ 20.08 $ 19.87 $ 19.21 $ 18.47

(4) For the year ended December 31, 2020, weighted average shares outstanding was calculated for the period from February 5, 2020, the date of first external issuance of shares through December 31, 2020.

(12) Subsequent Events

1 unchanged sentence

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 January 7, 2021 and March 2, 2021, we delivered capital drawdown notices to our investors relating to the sale of shares of our Common Stock for an aggregate offering price of approximately $35.0 million and approximately $45.0 million, respectively.

The sale of approximately 1,726,689 and 2,171,816 shares of our Common Stock closed on January 20, 2021 and March 12, 2021, respectively.

On February 1, 2021, we closed new capital commitments of $50.0 million, which brings our total capital commitments to $1,495.8 million.

On March 2, 2021, DLF LLC entered into (i) an amendment (the “Second Amendment to CSA”) to the Revolving Credit and Security Agreement, dated as of October 14, 2020, as amended from time to time (the “BNP Funding Facility”), by and among DLF LLC, as the borrower, the Company, as the equityholder and servicer, BNP Paribas, as the administrative agent, U.S.

Bank National Association, as the collateral agent, and the lenders party thereto and (ii) amendments to various supporting documentation, including certain fee letters (together with the Second Amendment to CSA, the “Second Amendment”).

The Second Amendment, among other things, increased the borrowing capacity under the BNP Funding Facility from $300 million to $600 million, made certain adjustments to the borrowing base calculations, reduced the applicable margin on borrowings to a range during the reinvestment period between 1.95% and 2.75% and, after the reinvestment period, between 2.45% and 3.25%, and reduced the LIBOR (Dollar) floor on borrowings to 0.00%.

The other material terms of the BNP Funding Facility remain unchanged.

On March 18, 2021, our Board of Directors declared a distribution of $0.45 per share payable on April 22, 2021 to stockholders on record as of March 18, 2021.

Effective January 18, 2022, we provided written notice to CIBC of our intent to permanently reduce the amount of the revolving commitment to $315 million from $400 million in accordance with and as permitted under the CIBC Subscription Facility The other terms of the CIBC Subscription Facility were not changed.

On February 3, 2022, we entered into Amendment No.

4 and Limited Waiver, dated as of February 3, 2022, to the CIBC Subscription Facility to, among other things, amend certain covenants in the CIBC Subscription Facility and provide for certain limited waivers.

All other material terms of the CIBC Subscription Facility remain unchanged.

On February 11, 2022, the Company issued $425 million in aggregate principal amount of 4.500% notes due 2027 (the “Notes”).

The Notes will mature on February 11, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture governing the Notes.

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

The Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S.

persons outside the United States pursuant to Regulation S under the Securities Act.

In connection with the offering of the Notes, the Company entered into a Registration Rights Agreement, dated as of February 11, 2022 (the “Registration Rights Agreement”), with SMBC Nikko Securities America, Inc., J.P.

Morgan Securities LLC, MUFG Securities Americas Inc.

and Truist Securities, Inc., as the representatives of the initial purchasers of the Notes.

Pursuant to the Registration Rights Agreement, we are obligated to file with the Securities and Exchange Commission a registration statement relating to an offer to exchange the Notes for new notes issued by the Company that are registered under the Securities Act and otherwise have terms substantially identical to those of the Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective.

If we are not able to effect the exchange offer, we will be obligated to file a shelf registration statement covering the resale of the Notes and use our commercially reasonable efforts to cause such registration statement to be declared effective.

If we fail satisfy its registration obligations by certain dates specified in the Registration Rights Agreement, we will be required to pay additional interest to the holders of the Notes.

On March 4, 2022, the Company closed new investor commitments of $40.2 million, which brings total Capital Commitments to approximately $1,625.7 million.

Changes and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk