What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2023-03-09 compared with 2022-03-18 · 1380 added, 573 removed, 1308 unchanged (60% of the section changed)

4 unchanged sentences

During periods of market dislocation, we will seek to invest prudently in the secondary loan market to provide our investors better risk adjusted returns while adhering to our core investment tenants.

Business—Coronavirus Developments.” Most of our investments will not have a readily available market price.

To ensure accurate valuation, our investments are valued at fair value in good faith by our Board of Directors, based on, among other things, the input of the Investment Adviser, our Audit Committee and independent third-party valuation firm engaged at the direction of our Board of Directors, and in accordance with our valuation policy.

See “ Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Market Developments.

” Most of our investments will not have a readily available market price.

To ensure accurate valuations, our investments are valued at fair value in good faith by the Board of Directors, based on, among other things, the input of the Investment Adviser, including the Valuation Designee, our Audit Committee and independent third-party valuation firms engaged at the direction of our Board of Directors, and in accordance with our valuation policy.

There is no single standard for determining fair value.

8 unchanged sentences

See “ Item 1A.

Risk Factors—General Risk Factors—Risks Relating to Our Business and Structure—We are operating in a period of capital markets disruption and economic uncertainty.

The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future disruptions or instability in capital markets may have a negative impact on our business and operations.” and “Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, such as the Coronavirus pandemic, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition.”

Risk Factors—General Risk Factors—Risks Relating to Our Business and Structure— We are operating in a period of capital markets volatility and economic uncertainty.

” and “ Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, such as the Coronavirus pandemic, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition.

Interest Rate Risk

3 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.

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

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):

As of December 31, 2022, approximately 100% of debt investments were at floating rates.

Based on our Consolidated Statement of Assets and Liabilities as of December 31, 2022, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing structure as of December 31, 2022) (dollar amounts in thousands):

Interest Interest Net

8 unchanged sentences

While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies.

During the periods covered by this Form 10-K, we did not engage in interest rate hedging activities.

During the periods covered by this report, we did not engage in interest rate hedging activities.

Consolidated Financial Statements and Supplementary Data

1 unchanged sentence

Consolidated Statements of Assets and Liabilities as of December 31, 2022 and 2021

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 Statements of Operations for the Year ended December 31, 2022, December 31, 2021, and December 31, 2020

Consolidated Statements of Changes in Net Assets for the Year ended December 31, 2022, December 31, 2021, and December 31, 2020

Consolidated Statements of Cash Flows for the Year ended December 31, 2022, December 31, 2021, and December 31, 2020

Consolidated Schedule of Investments as of December 31, 2022 and 2021

3 unchanged sentences

Opinion on the Financial Statements

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.

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, 2022 and 2021, the related consolidated statements of operations, changes in net assets, cash flows and financial highlights for each of the three years in the period then ended, 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, 2022 and 2021, and the results of its operations, changes in net assets, cash flows, and financial highlights for each of the three years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements and financial highlights are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's consolidated financial statements and financial highlights based on our audits.

Our responsibility is to express an opinion on the Company's financial statements and financial highlights based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

21 unchanged sentences

Deferred financing costs 7,624 11,587

Deferred offering costs — 18

Interest and dividend receivable from non-controlled/non-affiliated investments 20,911 11,740

Subscription receivable 2,556 7,850

Receivable for investments sold 301 79

Receivable for investments sold/repaid 188 301

Prepaid expenses and other assets 40 268

Total assets 2,986,122 2,493,273

Debt 1,249,850 333,850

Debt (net of unamortized debt issuance costs of $7,899 and $0 at December 31, 2022 and December 31, 2021, respectively) 1,523,475 1,249,850

Payable to affiliates (Note 3) 2,086 4,431

18 unchanged sentences

(In thousands, except share and per share amounts)

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

For the Year Ended

December 31, 2022 December 31, 2021 December 31, 2020

Investment Income:

5 unchanged sentences

Total investment income 230,593 119,816 21,903

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

Interest expense and other financing expenses 67,182 21,015 3,725

Management fees 26,715 13,860 2,238

13 unchanged sentences

Net investment income/(loss) after taxes 128,010 72,929 10,635

Realized and unrealized gain (loss) on investment transactions:

Net realized gain (loss):

Non-controlled/non-affiliated investments 1,895 2,154 —

Net change in unrealized appreciation (depreciation):

Non-controlled/non-affiliated investments 8,431 5,508 —

Net realized and unrealized gain (loss) on investment transactions:

Net realized gain (loss) on non-controlled/non-affiliated investments 537 1,895 2,154

Net unrealized appreciation (depreciation) (80,005) 8,431 5,508

Net realized and unrealized gain (loss) (79,468) 10,326 7,662

1 unchanged sentence

Per share information—basic and diluted

Net investment income (loss) per share (basic and diluted):

Net investment income (loss) per share:

$ 2.08 $ 2.34 $ 1.41

Earnings per share (basic and diluted):

Earnings per share:

$ 0.79 $ 2.67 $ 2.42

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

Weighted average shares outstanding (Note 9):

61,676,363 31,159,302 7,559,426

3 unchanged sentences

(In thousands)

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

For the Year Ended

December 31, 2022 December 31, 2021 December 31, 2020

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

15 unchanged sentences

(In thousands)

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

For the Year Ended

December 31, 2022 December 31, 2021 December 31, 2020

Cash flows from operating activities:

1 unchanged sentence

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

Net unrealized (appreciation) depreciation on investments (8,431) (5,508) —

Net unrealized (appreciation) depreciation 80,005 (8,431) (5,508)

Net realized (gain) loss on investments (537) (1,895) (2,154)

3 unchanged sentences

Amortization of deferred financing costs 3,735 2,913 1,072

Amortization of debt issuance costs and original issue discount on Unsecured Notes 1,551 — —

Amortization of deferred offering costs — 24 258

Purchases of investments and change in payable for investments purchased (945,209) (2,113,463) (714,658)

Proceeds from sales and repayments of investments and change in receivable for investments sold 384,486 88,875 —

Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid 393,780 384,486 88,875

Changes in operating assets and liabilities:

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

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

(9,171) (9,460) (2,280)

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

(Increase) decrease in prepaid expenses and other assets 228 (70) 23

9 unchanged sentences

Deferred financing costs paid (4,006) (8,204) (2,780)

Debt issuance costs paid (9,259) — —

Dividends paid in cash (85,748) (38,217) (3,738)

9 unchanged sentences

Supplemental information and non-cash activities:

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

Excise tax paid $ 57 $ 5 $ —

Interest expense paid $ 48,565 $ 14,956 $ 1,094

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

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

Reinvestment of dividend distributions during the period $ 30,322 $ 13,572 $ 1,023

Subscriptions receivable $ 2,556 $ 7,850 $ —

Dividend payable $ 33,058 $ 29,691 $ 9,165

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

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

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

5 unchanged sentences

Footnotes Reference Rate and Spread Interest Rate (3)

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

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

2 unchanged sentences

Jonathan Acquisition Company (5) (7) L + 5.00% 9.73% 12/22/2026 2,712 $ 2,656 $ 2,641 0.19 %

Mantech International CP (5) (8) S + 5.75% 9.58% 09/14/2029 359 352 350 0.03

Mantech International CP (5) (8) (13) S + 5.75% 9.58% 09/14/2029 — (1) (2) 0.00

Mantech International CP (5) (8) (13) S + 5.75% 9.58% 09/14/2028 — (1) (2) 0.00

PCX Holding Corp.

4 unchanged sentences

(5) (7) (13) L + 6.25% 10.98% 04/22/2027 555 542 495 0.04

Two Six Labs, LLC (5) (8) S + 5.50% 10.08% 08/20/2027 10,959 10,782 10,694 0.77

Two Six Labs, LLC (5) (8) (13) S + 5.50% 10.08% 08/20/2027 2,118 2,066 2,015 0.14

Two Six Labs, LLC (5) (8) (13) S + 5.50% 10.08% 08/20/2027 — (33) (52) 0.00

52,520 51,531 3.69

Air Freight & Logistics

AGI-CFI Holdings, Inc.

(5) (8) S + 5.75% 10.48% 06/11/2027 14,408 14,140 13,851 0.99

Omni Intermediate Holdings, LLC (5) (7) S + 5.00% 9.73% 12/30/2026 12,131 12,027 11,617 0.83

Omni Intermediate Holdings, LLC (5) (7) (13) S + 5.00% 9.73% 12/30/2026 531 519 471 0.03

Omni Intermediate Holdings, LLC (5) (7) S + 5.00% 9.73% 12/30/2026 385 378 368 0.03

Omni Intermediate Holdings, LLC (5) (7) (13) S + 5.00% 9.73% 12/30/2025 — (9) (45) 0.00

RoadOne IntermodaLogistics (5) (7) S + 6.25% 10.81% 12/30/2028 1,672 1,622 1,622 0.12

RoadOne IntermodaLogistics (5) (7) (13) S + 6.25% 10.81% 12/30/2028 — (6) (6) 0.00

RoadOne IntermodaLogistics (5) (7) (13) S + 6.25% 10.81% 12/30/2028 75 65 65 0.00

28,736 27,943 2.00

Auto Components

Continental Battery Company (5) (7) L + 6.75% 11.48% 01/20/2027 6,188 6,083 5,903 0.42

Randy's Holdings, Inc.

(5) (7) S + 6.50% 10.59% 11/01/2028 6,743 6,545 6,545 0.47

Randy's Holdings, Inc.

(5) (7) (13) S + 6.50% 10.59% 11/01/2028 — (31) (31) 0.00

Randy's Holdings, Inc.

(5) (7) (13) S + 6.50% 10.59% 11/01/2028 142 116 116 0.01

Sonny's Enterprises, LLC (5) (6) (7) S + 6.04% 10.29% 08/05/2026 12,363 12,178 11,839 0.85

Sonny's Enterprises, LLC (5) (7) S + 6.75% 11.00% 08/05/2026 34,154 33,656 32,706 2.34

Spectrum Automotive Holdings Corp.

(5) (6) (8) L + 5.75% 10.48% 06/29/2028 23,650 23,358 22,274 1.59

Spectrum Automotive Holdings Corp.

(5) (8) (13) L + 5.75% 10.48% 06/29/2028 4,656 4,585 4,273 0.31

Spectrum Automotive Holdings Corp.

(5) (8) (13) L + 5.75% 10.48% 06/29/2027 — (10) (51) 0.00

86,480 83,574 5.98

ARI Network Services, Inc.

(5) (6) (8) S + 5.50% 9.92% 02/28/2025 20,723 20,465 20,134 1.44

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Footnotes Reference Rate and Spread Interest Rate (3)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

ARI Network Services, Inc.

(5) (6) (8) S + 5.50% 9.92% 02/28/2025 3,630 $ 3,586 $ 3,527 0.25 %

ARI Network Services, Inc.

(5) (8) (13) S + 5.50% 9.92% 02/28/2025 909 873 823 0.06

Summit Buyer, LLC (5) (7) L + 5.75% 10.13% 01/14/2026 22,120 21,795 21,142 1.51

Summit Buyer, LLC (5) (7) (13) L + 5.75% 10.13% 01/14/2026 28,996 28,544 27,569 1.97

Summit Buyer, LLC (5) (7) (13) L + 5.75% 10.13% 01/14/2026 — (32) (107) (0.01)

Turbo Buyer, Inc.

(5) (7) L + 6.00% 11.15% 12/02/2025 37,940 37,419 36,574 2.62

Turbo Buyer, Inc.

(5) (7) L + 6.00% 11.15% 12/02/2025 38,123 37,494 36,751 2.63

150,144 146,413 10.48

Biotechnology

GraphPad Software, LLC (5) (6) (7) L + 5.50% 10.39% 04/27/2027 12,066 11,974 11,668 0.84

GraphPad Software, LLC (5) (7) L + 5.50% 10.39% 04/27/2027 2,892 2,869 2,797 0.20

GraphPad Software, LLC (5) (7) (13) L + 5.50% 10.39% 04/27/2027 — (13) (58) 0.00

14,830 14,407 1.03

Tank Holding Corp.

(6) (8) S + 5.75% 10.17% 03/31/2028 14,129 13,875 13,352 0.96

Tank Holding Corp.

(8) (13) P + 4.75% 12.25% 03/31/2028 133 119 89 0.01

V Global Holdings, LLC (5) (6) (8) S + 5.75% 8.99% 12/22/2027 4,903 4,814 4,659 0.33

V Global Holdings, LLC (5) (8) (13) S + 5.75% 8.99% 12/22/2025 — (11) (34) 0.00

18,797 18,066 1.29

Commercial Services & Supplies

365 Retail Markets, LLC (5) (7) L + 4.75% 8.45% 12/23/2026 17,280 17,045 16,890 1.21

365 Retail Markets, LLC (5) (7) L + 4.75% 8.45% 12/23/2026 5,543 5,484 5,418 0.39

365 Retail Markets, LLC (5) (7) (13) L + 4.75% 8.45% 12/23/2026 1,600 1,563 1,537 0.11

Atlas Us Finco, Inc.

(5) (7) (10) S + 7.25% 11.48% 12/09/2029 2,009 1,949 1,949 0.14

Atlas Us Finco, Inc.

(5) (7) (10) (13) S + 7.25% 11.48% 12/09/2028 — (6) (6) 0.00

BPG Holdings IV Corp.

(5) (8) S + 6.00% 10.54% 07/29/2029 11,765 11,001 11,001 0.79

Encore Holdings, LLC (5) (8) L + 4.50% 9.23% 11/23/2028 1,850 1,821 1,806 0.13

Encore Holdings, LLC (5) (8) (13) L + 4.50% 9.23% 11/23/2028 2,118 2,074 2,034 0.15

Encore Holdings, LLC (5) (8) (13) L + 4.50% 9.23% 11/23/2027 — (8) (13) 0.00

FLS Holding, Inc.

(5) (7) (10) L + 5.25% 10.40% 12/15/2028 20,727 20,361 20,389 1.46

FLS Holding, Inc.

(5) (7) (10) L + 5.25% 10.40% 12/15/2028 4,506 4,424 4,432 0.32

FLS Holding, Inc.

(5) (7) (10) (13) L + 5.25% 10.40% 12/17/2027 — (30) (29) 0.00

PDFTron Systems, Inc.

(5) (6) (7) (10) S + 5.50% 9.82% 07/15/2027 30,415 29,998 29,402 2.10

PDFTron Systems, Inc.

(5) (7) (10) S + 5.50% 9.82% 07/15/2027 9,800 9,638 9,474 0.68

PDFTron Systems, Inc.

(5) (7) (10) (13) S + 5.50% 9.82% 07/15/2026 3,850 3,741 3,594 0.26

Procure Acquireco, Inc.

(Procure Analytics) (5) (8) L + 5.00% 9.35% 12/20/2028 3,929 3,859 3,755 0.27

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Footnotes Reference Rate and Spread Interest Rate (3)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Procure Acquireco, Inc.

(Procure Analytics) (5) (8) (13) L + 5.00% 9.35% 12/20/2028 — $ (7) $ (35) 0.00 %

Procure Acquireco, Inc.

(Procure Analytics) (5) (8) (13) L + 5.00% 9.35% 12/20/2028 — (4) (11) 0.00

QW Holding Corporation (5) (6) (7) L + 5.50% 9.44% 08/31/2026 8,907 8,791 8,575 0.61

QW Holding Corporation (5) (7) (13) L + 5.50% 9.44% 08/31/2026 1,851 1,824 1,767 0.13

QW Holding Corporation (5) (7) (13) L + 5.50% 9.44% 08/31/2026 — (29) (84) (0.01)

Sherlock Buyer Corp.

(5) (8) L + 5.75% 10.48% 12/08/2028 11,061 10,867 10,816 0.77

Sherlock Buyer Corp.

(5) (8) (13) L + 5.75% 10.48% 12/08/2028 — (27) (71) (0.01)

Sherlock Buyer Corp.

(5) (8) (13) L + 5.75% 10.48% 12/08/2027 — (21) (28) 0.00

Surewerx Purchaser III, Inc.

(5) (8) (10) S + 6.75% 11.30% 12/28/2029 17,527 17,002 17,002 1.22

Surewerx Purchaser III, Inc.

(5) (8) (10) (13) S + 6.75% 11.30% 12/28/2029 — (72) (72) (0.01)

Surewerx Purchaser III, Inc.

(5) (8) (10) (13) S + 6.75% 11.30% 12/28/2028 240 183 183 0.01

Sweep Purchaser, LLC (5) (7) L + 5.75% 10.47% 11/30/2026 8,704 8,582 8,239 0.59

Sweep Purchaser, LLC (5) (7) (13) L + 5.75% 10.47% 11/30/2026 5,934 5,843 5,601 0.40

Sweep Purchaser, LLC (5) (7) (13) L + 5.75% 10.47% 11/30/2026 253 235 178 0.01

Tamarack Intermediate, LLC (5) (8) S + 5.75% 9.23% 03/13/2028 5,473 5,375 5,232 0.37

Tamarack Intermediate, LLC (5) (8) (13) S + 5.75% 9.23% 03/13/2028 91 76 52 0.00

United Flow Technologies Intermediate Holdco II, LLC (5) (7) L + 5.75% 10.17% 10/29/2027 16,972 16,687 16,457 1.18

United Flow Technologies Intermediate Holdco II, LLC (5) (7) (13) L + 5.75% 10.17% 10/29/2027 9,668 9,409 9,067 0.65

United Flow Technologies Intermediate Holdco II, LLC (5) (7) (13) L + 5.75% 10.17% 10/29/2026 — (46) (91) (0.01)

US Infra Svcs Buyer, LLC (5) (6) (7) L + 6.75% (incl.

0.25% PIK) 11.67% 04/13/2026 16,193 15,998 15,427 1.10

US Infra Svcs Buyer, LLC (5) (6) (7) L + 6.75% (incl.

0.25% PIK) 11.67% 04/13/2026 2,285 2,259 2,177 0.16

US Infra Svcs Buyer, LLC (5) (7) L + 6.75% (incl.

0.25% PIK) 11.67% 04/13/2026 2,250 2,225 2,144 0.15

Valcourt Holdings II, LLC (5) (7) S + 5.25% 9.98% 01/07/2027 25,145 24,785 24,850 1.78

Valcourt Holdings II, LLC (5) (6) (7) S + 5.25% 9.98% 01/07/2027 9,929 9,783 9,813 0.70

Valcourt Holdings II, LLC (5) (7) (13) S + 5.25% 9.98% 01/07/2027 5,738 5,643 5,658 0.40

VRC Companies, LLC (5) (8) S + 5.75% 8.52% 06/29/2027 7,540 7,435 7,276 0.52

VRC Companies, LLC (5) (8) (13) S + 5.75% 8.52% 06/29/2027 3,074 2,950 2,754 0.20

VRC Companies, LLC (5) (6) (8) S + 5.50% 10.65% 06/29/2027 48,840 48,260 47,130 3.37

VRC Companies, LLC (5) (6) (8) (13) L + 5.50% 10.22% 06/29/2027 8,214 8,119 7,927 0.57

VRC Companies, LLC (5) (8) (13) L + 5.50% 10.22% 06/29/2027 — (19) (58) 0.00

325,020 319,508 22.87

Construction & Engineering

KPSKY Acquisition, Inc.

(5) (8) L + 5.50% 9.89% 10/19/2028 34,211 33,621 32,668 2.34

KPSKY Acquisition, Inc.

(5) (8) (13) P + 4.53% 12.03% 10/19/2028 4,420 4,311 4,066 0.29

37,932 36,734 2.63

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Footnotes Reference Rate and Spread Interest Rate (3)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Containers & Packaging

BP Purchaser, LLC (5) (8) L + 5.50% 10.24% 12/11/2028 17,336 $ 17,031 $ 16,185 1.16 %

Fortis Solutions Group, LLC (5) (8) L + 5.50% 9.73% 10/13/2028 26,980 26,513 26,101 1.87

Fortis Solutions Group, LLC (5) (8) (13) L + 5.50% 9.73% 10/13/2028 — (2) (3) 0.00

Fortis Solutions Group, LLC (5) (8) (13) L + 5.50% 9.73% 10/15/2028 — (7) (33) 0.00

Fortis Solutions Group, LLC (5) (8) (13) L + 5.50% 9.73% 10/15/2027 360 317 272 0.02

43,852 42,522 3.04

48Forty Solutions LLC (5) (7) S + 6.00% 10.26% 11/30/2026 1,796 1,728 1,732 0.12

48Forty Solutions LLC (5) (6) (7) S + 5.50% 9.76% 11/30/2026 16,106 15,825 15,283 1.09

48Forty Solutions LLC (5) (7) (13) S + 5.50% 9.76% 11/30/2026 — (46) (139) (0.01)

ABB Concise Optical Group, LLC (5) (8) L + 7.50% 12.67% 02/23/2028 17,977 17,578 17,165 1.23

ABB Concise Optical Group, LLC (5) (8) (13) P + 6.50% 13.99% 02/23/2028 1,792 1,752 1,707 0.12

Avalara, Inc.

(5) (8) S + 7.25% 11.83% 10/19/2028 10,712 10,451 10,451 0.75

Avalara, Inc.

(5) (8) (13) S + 7.25% 11.83% 10/19/2028 — (26) (26) 0.00

PT Intermediate Holdings III, LLC (5) (8) L + 5.50% 10.23% 11/01/2028 28,632 28,383 27,804 1.99

PT Intermediate Holdings III, LLC (5) (8) L + 5.50% 10.23% 11/01/2028 15,929 15,787 15,469 1.11

Radwell Parent, LLC (5) (6) (8) S + 6.75% 11.33% 04/01/2029 32,558 31,607 31,607 2.26

Radwell Parent, LLC (5) (8) (13) S + 6.75% 11.33% 04/01/2028 — (71) (71) (0.01)

122,968 120,982 8.66

Diversified Consumer Services

Assembly Intermediate, LLC (5) (7) L + 6.50% 11.23% 10/19/2027 20,741 20,393 19,944 1.43

Assembly Intermediate, LLC (5) (7) (13) L + 6.50% 11.23% 10/19/2027 2,904 2,836 2,705 0.19

Assembly Intermediate, LLC (5) (7) (13) L + 6.50% 11.23% 10/19/2027 830 796 750 0.05

FPG Intermediate Holdco, LLC (5) (7) S + 6.50% 10.92% 03/05/2027 497 488 472 0.03

Heartland Home Services, Inc.

(5) (8) (13) L + 5.75% 10.10% 12/15/2026 1,877 1,860 1,802 0.13

Lightspeed Solution, LLC (5) (8) S + 6.50% 10.82% 03/01/2028 7,585 7,451 7,308 0.52

Lightspeed Solution, LLC (5) (8) (13) S + 6.50% 10.82% 03/01/2028 — (21) (89) (0.01)

LUV Car Wash Group, LLC (5) (7) (13) L + 5.50% 9.24% 12/09/2026 372 367 359 0.03

LUV Car Wash Group, LLC (5) (7) L + 5.50% 9.24% 12/09/2026 349 346 341 0.02

Magnolia Wash Holdings (5) (7) S + 6.50% 10.32% 07/14/2028 3,767 3,696 3,608 0.26

Magnolia Wash Holdings (5) (7) S + 6.50% 10.32% 07/14/2028 706 692 676 0.05

Magnolia Wash Holdings (5) (7) (13) S + 6.50% 10.32% 07/14/2028 87 84 81 0.01

Mammoth Holdings, LLC (5) (6) (7) S + 6.00% 9.82% 10/16/2023 8,033 8,008 8,033 0.57

Mammoth Holdings, LLC (5) (7) S + 6.00% 9.82% 10/16/2023 35,966 35,846 35,966 2.57

Mammoth Holdings, LLC (5) (7) (13) S + 6.00% 9.82% 10/16/2023 — (3) — 0.00

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Footnotes Reference Rate and Spread Interest Rate (3)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Spotless Brands, LLC (5) (7) S + 6.50% 10.71% 07/25/2028 4,549 $ 4,463 $ 4,371 0.31 %

Spotless Brands, LLC (5) (7) S + 6.50% 10.71% 07/25/2028 860 843 826 0.06

Spotless Brands, LLC (5) (7) (13) S + 6.50% 10.71% 07/25/2028 — (3) (6) 0.00

88,142 87,147 6.24

Diversified Financial Services

Applitools, Inc.

(5) (8) (10) S + 6.25% 10.57% 05/25/2029 3,200 3,143 3,145 0.23

Applitools, Inc.

(5) (8) (10) (13) S + 6.25% 10.57% 05/25/2028 — (8) (7) 0.00

Cerity Partners, LLC (5) (8) S + 6.75% 11.32% 12/29/2029 8,617 8,359 8,359 0.60

Cerity Partners, LLC (5) (8) (13) S + 6.75% 11.32% 12/29/2029 454 60 60 0.00

SitusAMC Holdings Corp.

(5) (8) L + 5.50% 10.23% 12/22/2027 3,573 3,542 3,417 0.24

(5) (8) S + 6.50% 11.29% 02/16/2029 4,286 4,208 4,126 0.30

(5) (8) (13) S + 6.50% 11.29% 02/16/2029 536 521 496 0.04

(5) (8) (13) S + 6.50% 11.29% 02/16/2029 — (5) (10) 0.00

19,820 19,586 1.40

Electronic Equipment, Instruments & Components

Abracon Group Holdings, LLC (5) (8) S + 5.75% 10.48% 07/06/2028 5,534 5,431 5,249 0.38

Abracon Group Holdings, LLC (5) (8) (13) S + 5.75% 10.48% 07/06/2028 — (9) (51) 0.00

Abracon Group Holdings, LLC (5) (8) (13) S + 5.75% 10.48% 07/06/2028 — (7) (21) 0.00

Dwyer Instruments, Inc.

(5) (8) L + 6.00% 10.73% 07/21/2027 8,059 7,911 7,694 0.55

Dwyer Instruments, Inc.

(5) (8) (13) L + 6.00% 10.73% 07/21/2027 — (18) (92) (0.01)

Dwyer Instruments, Inc.

(5) (8) (13) L + 6.00% 10.73% 07/21/2027 158 140 113 0.01

13,448 12,892 0.92

Food Products

AMCP Pet Holdings, Inc.

(Brightpet) (5) (6) (7) L + 6.25% 10.98% 10/05/2026 17,150 16,798 16,795 1.20

AMCP Pet Holdings, Inc.

(Brightpet) (5) (7) L + 6.25% 10.98% 10/05/2026 16,333 15,989 15,995 1.14

AMCP Pet Holdings, Inc.

(Brightpet) (5) (7) L + 6.25% 10.98% 10/05/2026 5,833 5,721 5,713 0.41

Nellson Nutraceutical, Inc.

(5) (6) (7) S + 5.75% 10.17% 12/23/2025 23,592 23,439 23,476 1.68

Teasdale Foods, Inc.

(Teasdale Latin Foods) (5) (7) L + 7.25% (incl.

1.00% PIK) 12.29% 12/18/2025 10,812 10,675 9,017 0.65

72,622 70,996 5.08

Health Care Equipment & Supplies

Performance Health & Wellness (5) (6) (7) L + 6.00% 10.73% 07/12/2027 9,398 9,248 8,956 0.64

Health Care Providers & Services

Advarra Holdings, Inc.

(5) (8) S + 5.75% 10.15% 08/24/2029 459 451 434 0.03

Advarra Holdings, Inc.

(5) (8) (13) S + 5.75% 10.15% 08/24/2029 — — (2) 0.00

DCA Investment Holdings, LLC (5) (6) (8) S + 6.00% 10.39% 04/03/2028 11,053 10,922 10,887 0.78

DCA Investment Holdings, LLC (5) (8) (13) S + 6.00% 10.39% 04/03/2028 2,629 2,572 2,575 0.18

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Footnotes Reference Rate and Spread Interest Rate (3)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Gateway US Holdings, Inc.

(5) (8) (10) S + 6.50% 11.23% 09/22/2026 750 $ 744 $ 736 0.05 %

Gateway US Holdings, Inc.

(5) (8) (10) (13) S + 6.50% 11.23% 09/22/2026 165 164 162 0.01

Gateway US Holdings, Inc.

(5) (8) (10) (13) S + 6.50% 11.23% 09/22/2026 17 16 16 0.00

Heartland Veterinary Partners, LLC (5) (7) S + 4.75% 9.56% 12/10/2026 1,866 1,851 1,812 0.13

Heartland Veterinary Partners, LLC (5) (7) (13) S + 4.75% 9.56% 12/10/2026 2,969 2,936 2,847 0.20

Heartland Veterinary Partners, LLC (5) (7) (13) S + 4.75% 9.56% 12/10/2026 — (3) (11) 0.00

(5) (8) S + 7.25% (incl.

3.875% PIK) 11.52% 08/18/2028 6,568 6,455 6,455 0.46

Intelerad Medical Systems Incorporated (5) (7) (10) S + 6.50% 11.23% 08/21/2026 500 486 489 0.03

mPulse Mobile, Inc.

(5) (8) L + 5.25% 9.32% 12/17/2027 17,500 17,200 16,977 1.21

mPulse Mobile, Inc.

(5) (8) (13) L + 5.25% 9.32% 12/17/2027 — (17) (60) 0.00

mPulse Mobile, Inc.

(5) (8) (13) L + 5.25% 9.32% 12/17/2027 151 143 136 0.01

Promptcare Infusion Buyer, Inc.

(5) (7) L + 6.00% 10.22% 09/01/2027 9,073 8,925 8,757 0.63

Promptcare Infusion Buyer, Inc.

(5) (7) (13) L + 6.00% 10.22% 09/01/2027 881 849 766 0.05

Southern Veterinary Partners, LLC (5) (7) S + 5.50% 9.93% 10/05/2027 899 883 854 0.06

Stepping Stones Healthcare Services, LLC (5) (8) L + 5.75% 10.48% 01/02/2029 4,342 4,284 4,111 0.29

Stepping Stones Healthcare Services, LLC (5) (8) (13) L + 5.75% 10.48% 01/02/2029 511 500 444 0.03

Stepping Stones Healthcare Services, LLC (5) (8) (13) P + 4.75% 12.25% 12/30/2026 450 442 417 0.03

Suveto (5) (8) (13) L + 5.00% 9.38% 09/09/2027 11,038 10,935 10,461 0.75

Suveto (5) (8) (13) L + 5.00% 9.38% 09/09/2027 810 793 764 0.05

Tivity Health, Inc.

(5) (8) S + 6.00% 10.58% 06/28/2029 3,711 3,658 3,592 0.26

Vardiman Black Holdings, LLC (5) (9) S + 7.00% 11.22% 03/18/2027 3,412 3,382 3,227 0.23

Vardiman Black Holdings, LLC (5) (9) (13) S + 7.00% 11.22% 03/18/2027 3,907 3,871 3,687 0.26

Vermont Aus Pty Ltd (5) (8) (10) S + 5.65% 10.23% 03/23/2028 8,436 8,244 7,927 0.57

90,686 88,460 6.33

Health Care Technology

Lightspeed Buyer, Inc.

(5) (6) (7) L + 5.50% 9.98% 02/03/2026 12,669 12,442 12,300 0.88

Lightspeed Buyer, Inc.

(5) (7) L + 5.50% 9.98% 02/03/2026 9,234 9,053 8,966 0.64

Lightspeed Buyer, Inc.

(5) (7) (13) L + 5.50% 9.98% 02/03/2026 — (28) (118) (0.01)

21,467 21,148 1.51

Industrial Conglomerates

Excelitas Technologies Corp.

(5) (8) S + 5.75% 10.12% 08/13/2029 1,378 1,351 1,311 0.09

Excelitas Technologies Corp.

(5) (8) E + 5.75% 7.55% 08/13/2029 € 242 245 246 0.02

Excelitas Technologies Corp.

(5) (8) (13) S + 5.75% 10.12% 08/13/2029 — (2) (13) 0.00

Excelitas Technologies Corp.

(5) (8) (13) S + 5.75% 10.12% 08/14/2028 74 72 68 0.00

1,666 1,612 0.12

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Footnotes Reference Rate and Spread Interest Rate (3)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Insurance Services

Amerilife Holdings, LLC (5) (8) S + 5.75% 9.58% 08/31/2029 2,044 $ 2,005 $ 2,005 0.14 %

Amerilife Holdings, LLC (5) (8) (13) S + 5.75% 10.15% 08/31/2029 583 569 569 0.04

Amerilife Holdings, LLC (5) (8) (13) S + 5.75% 10.15% 08/31/2028 — (8) (8) 0.00

Foundation Risk Partners Corp.

(5) (8) S + 6.00% 10.68% 10/29/2028 42,966 42,408 42,218 3.02

Foundation Risk Partners Corp.

(5) (8) S + 6.00% 10.68% 10/29/2028 9,345 9,222 9,182 0.66

Foundation Risk Partners Corp.

(5) (8) (13) S + 6.00% 10.32% 10/29/2027 1,882 1,827 1,803 0.13

Galway Borrower, LLC (5) (8) L + 5.25% 9.98% 09/29/2028 32,271 31,721 30,880 2.21

Galway Borrower, LLC (5) (8) (13) L + 5.25% 9.98% 09/29/2028 — (7) (13) 0.00

Galway Borrower, LLC (5) (8) (13) L + 5.25% 9.98% 09/30/2027 — (32) (88) (0.01)

Higginbotham Insurance Agency, Inc.

(5) (6) (8) L + 5.25% 9.63% 11/25/2026 18,482 18,287 17,986 1.29

High Street Buyer, Inc.

(5) (6) (8) L + 6.00% 10.73% 04/14/2028 9,992 9,832 9,702 0.69

High Street Buyer, Inc.

(5) (6) (8) L + 6.00% 10.73% 04/14/2028 40,125 39,459 38,961 2.79

High Street Buyer, Inc.

(5) (8) (13) L + 6.00% 10.73% 04/16/2027 — (31) (62) 0.00

Integrity Marketing Acquisition, LLC (5) (6) (8) L + 6.05% 10.81% 08/27/2025 44,059 43,688 42,808 3.06

Integrity Marketing Acquisition, LLC (5) (8) L + 6.05% 10.81% 08/27/2025 24,599 24,373 23,900 1.71

Integrity Marketing Acquisition, LLC (5) (8) L + 6.05% 10.81% 08/27/2025 17,290 17,108 16,799 1.20

Keystone Agency Investors (5) (7) S + 6.25% 10.98% 05/03/2027 3,516 3,467 3,467 0.25

Keystone Agency Investors (5) (7) S + 6.25% 10.98% 05/03/2027 4,047 3,993 3,993 0.29

Majesco (5) (6) (7) L + 7.25% 11.98% 09/21/2027 23,421 22,948 22,447 1.61

Majesco (5) (7) (13) L + 7.25% 11.98% 09/21/2026 — (29) (66) 0.00

Oakbridge Insurance Agency, LLC (5) (7) S + 5.75% 10.17% 12/31/2026 1,078 1,062 1,062 0.08

Oakbridge Insurance Agency, LLC (5) (7) (13) S + 5.75% 10.17% 12/31/2026 60 56 56 0.00

Oakbridge Insurance Agency, LLC (5) (7) (13) S + 5.75% 10.17% 12/31/2026 19 18 18 0.00

Patriot Growth Insurance Services, LLC (5) (6) (8) L + 5.50% 8.86% 10/16/2028 61,902 60,837 59,042 4.23

Patriot Growth Insurance Services, LLC (5) (8) L + 5.50% 8.86% 10/16/2028 1,089 1,060 1,039 0.07

Patriot Growth Insurance Services, LLC (5) (8) (13) L + 5.50% 8.86% 10/16/2028 — (74) (207) (0.01)

Foy & Associates Insurance Services, LLC (5) (8) S + 6.00% 11.12% 11/01/2028 910 897 866 0.06

Foy & Associates Insurance Services, LLC (5) (8) (13) S + 6.00% 11.12% 11/01/2028 1,985 1,955 1,874 0.13

Foy & Associates Insurance Services, LLC (5) (8) L + 6.00% 11.21% 11/01/2028 17,793 17,638 16,930 1.21

Foy & Associates Insurance Services, LLC (5) (8) (13) L + 6.00% 11.21% 11/01/2028 4,942 4,899 4,703 0.34

Foy & Associates Insurance Services, LLC (5) (8) (13) L + 6.00% 11.21% 11/01/2027 — (7) (40) 0.00

RSC Acquisition, Inc.

(5) (6) (8) S + 5.50% 9.97% 10/30/2026 24,774 24,417 23,999 1.72

RSC Acquisition, Inc.

(5) (8) S + 5.50% 9.97% 10/30/2026 7,961 7,900 7,712 0.55

World Insurance Associates, LLC (5) (6) (7) S + 5.75% 10.33% 04/01/2026 33,331 32,499 32,288 2.31

World Insurance Associates, LLC (5) (6) (7) S + 5.75% 10.33% 04/01/2026 31,170 30,528 30,194 2.16

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Footnotes Reference Rate and Spread Interest Rate (3)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

World Insurance Associates, LLC (5) (7) (13) S + 5.75% 10.33% 04/01/2026 825 $ 808 $ 785 0.06 %

455,293 446,804 31.98

Interactive Media & Services

FMG Suite Holdings, LLC (5) (7) S + 5.50% 9.34% 10/30/2026 24,060 23,699 23,546 1.69

FMG Suite Holdings, LLC (5) (7) S + 5.50% 9.34% 10/30/2026 5,224 5,151 5,112 0.37

FMG Suite Holdings, LLC (5) (7) (13) S + 5.50% 9.34% 10/30/2026 551 515 495 0.04

MSM Acquisitions, Inc.

(5) (6) (7) L + 6.00% 10.75% 12/09/2026 31,570 31,179 30,815 2.21

MSM Acquisitions, Inc.

(5) (7) (13) L + 6.00% 10.75% 12/09/2026 12,743 12,493 11,878 0.85

MSM Acquisitions, Inc.

(5) (7) (13) L + 6.00% 10.75% 12/09/2026 1,836 1,784 1,741 0.12

Triple Lift, Inc.

(5) (6) (8) S + 5.50% 10.12% 05/08/2028 27,580 27,136 26,162 1.87

Triple Lift, Inc.

(5) (8) (13) S + 5.25% 9.58% 05/08/2028 1,533 1,472 1,328 0.10

103,429 101,077 7.23

Atlas Purchaser, Inc.

(6) (8) L + 5.25% 9.81% 05/08/2028 8,922 8,778 6,225 0.45

(5) (6) (7) S + 6.00% 10.43% 12/29/2027 18,375 18,108 17,910 1.28

(5) (7) S + 6.00% 10.43% 12/29/2027 6,735 6,735 6,565 0.47

(5) (7) (13) S + 6.00% 10.43% 12/29/2027 — — (80) (0.01)

Govbrands Intermediate, Inc.

(5) (6) (8) L + 5.50% 10.23% 08/04/2027 39,759 38,962 37,942 2.72

Govbrands Intermediate, Inc.

(5) (8) (13) L + 5.50% 10.23% 08/04/2027 8,969 8,751 8,367 0.60

Govbrands Intermediate, Inc.

(5) (8) (13) L + 5.50% 10.23% 08/04/2027 3,814 3,733 3,620 0.26

Long Term Care Group, Inc.

(5) (8) L + 6.00% 10.34% 09/08/2027 4,963 4,875 4,768 0.34

Recovery Point Systems, Inc.

(5) (6) (7) S + 6.50% 10.26% 08/12/2026 41,055 40,514 41,002 2.93

Recovery Point Systems, Inc.

(5) (7) (13) S + 6.50% 10.26% 08/12/2026 — (48) (5) 0.00

Redwood Services Group, LLC (5) (8) S + 6.00% 10.68% 06/15/2029 10,939 10,732 10,462 0.75

Redwood Services Group, LLC (5) (8) (13) S + 6.00% 10.68% 06/15/2029 1,880 1,848 1,766 0.13

Syntax Systems Ltd (5) (8) (10) L + 5.50% 10.13% 10/29/2028 35,452 35,146 33,520 2.40

Syntax Systems Ltd (5) (8) (10) (13) L + 5.50% 10.13% 10/29/2028 — (78) (510) (0.04)

Syntax Systems Ltd (5) (8) (10) (13) L + 5.61% 10.08% 10/29/2026 2,495 2,466 2,291 0.16

Thrive Buyer, Inc.

(Thrive Networks) (5) (6) (7) L + 6.00% 10.73% 01/22/2027 20,561 20,258 20,059 1.44

Thrive Buyer, Inc.

(Thrive Networks) (5) (7) L + 6.00% 10.73% 01/22/2027 17,085 16,820 16,668 1.19

Thrive Buyer, Inc.

(Thrive Networks) (5) (7) (13) P + 5.00% 12.50% 01/22/2027 264 236 216 0.02

UpStack, Inc.

(5) (7) L + 5.75% 10.32% 08/20/2027 9,737 9,539 9,444 0.68

UpStack, Inc.

(5) (7) (13) L + 5.75% 10.32% 08/20/2027 3,292 3,205 3,162 0.23

UpStack, Inc.

(5) (7) (13) L + 5.75% 10.32% 08/20/2027 — (19) (26) 0.00

230,561 223,366 15.99

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Footnotes Reference Rate and Spread Interest Rate (3)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Leisure Products

GSM Acquisition Corp.

(GSM Outdoors) (5) (6) (7) S + 5.00% 9.84% 11/16/2026 17,447 $ 17,319 $ 17,194 1.23 %

GSM Acquisition Corp.

(GSM Outdoors) (5) (7) S + 5.00% 9.84% 11/16/2026 4,490 4,446 4,425 0.32

GSM Acquisition Corp.

(GSM Outdoors) (5) (7) (13) S + 5.00% 9.84% 11/16/2026 — (39) (62) 0.00

21,726 21,557 1.54

Answer Acquisition, LLC (5) (7) L + 5.50% 10.23% 12/30/2026 10,719 10,541 10,265 0.73

Answer Acquisition, LLC (5) (7) (13) L + 5.50% 10.23% 12/30/2026 — (13) (35) 0.00

Komline Sanderson Engineering Corp.

(5) (6) (9) S + 6.00% 11.14% 03/17/2026 4,080 4,045 3,837 0.27

Komline Sanderson Engineering Corp.

(5) (9) (13) S + 6.00% 11.14% 03/17/2026 — (72) (507) (0.04)

Komline Sanderson Engineering Corp.

(5) (6) (9) L + 6.00% 10.67% 03/17/2026 16,629 16,507 15,640 1.12

Komline Sanderson Engineering Corp.

(5) (9) L + 6.00% 10.67% 03/17/2026 19,118 18,984 17,981 1.29

Komline Sanderson Engineering Corp.

(5) (9) (13) L + 6.00% 10.67% 03/17/2026 2,689 2,659 2,407 0.17

MHE Intermediate Holdings, LLC (5) (6) (7) S + 6.25% 9.75% 07/21/2027 121 117 117 0.01

MHE Intermediate Holdings, LLC (5) (7) S + 6.50% 11.46% 07/21/2027 4,419 4,332 4,332 0.31

MHE Intermediate Holdings, LLC (5) (6) (7) S + 6.25% 9.50% 07/21/2027 28,391 27,937 27,550 1.97

MHE Intermediate Holdings, LLC (5) (7) S + 6.25% 9.50% 07/21/2027 3,711 3,650 3,601 0.26

MHE Intermediate Holdings, LLC (5) (7) (13) S + 6.00% 10.94% 07/21/2027 350 312 276 0.02

88,999 85,464 6.12

Multi-Utilities

AWP Group Holdings, Inc.

(5) (6) (7) L + 4.75% 9.38% 12/22/2027 1,021 1,010 991 0.07

AWP Group Holdings, Inc.

(5) (7) L + 4.75% 9.41% 12/22/2027 131 130 127 0.01

AWP Group Holdings, Inc.

(5) (7) (13) L + 4.75% 9.41% 12/22/2026 54 52 49 0.00

Ground Penetrating Radar Systems, LLC (5) (6) (7) S + 4.75% 9.39% 06/26/2026 10,306 10,166 10,045 0.72

Ground Penetrating Radar Systems, LLC (5) (7) (13) S + 4.75% 9.39% 06/26/2025 459 440 418 0.03

Vessco Midco Holdings, LLC (5) (6) (7) L + 4.50% 8.88% 11/02/2026 2,715 2,696 2,679 0.19

Vessco Midco Holdings, LLC (5) (7) L + 4.50% 8.88% 11/02/2026 1,769 1,757 1,746 0.12

Vessco Midco Holdings, LLC (5) (7) (13) P + 3.50% 11.00% 10/18/2026 179 176 173 0.01

16,427 16,228 1.16

Oil, Gas & Consumable Fuels

Energy Labs Holdings Corp.

(5) (7) S + 5.25% 9.57% 04/07/2028 388 382 376 0.03

Energy Labs Holdings Corp.

(5) (7) (13) S + 5.25% 9.57% 04/07/2028 — — (2) 0.00

Energy Labs Holdings Corp.

(5) (7) (13) S + 5.25% 9.57% 04/07/2028 18 17 16 0.00

Pharmaceuticals

Caerus US 1, Inc.

(5) (8) (10) S + 5.75% 9.83% 05/25/2029 11,121 10,903 10,903 0.78

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Footnotes Reference Rate and Spread Interest Rate (3)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Caerus US 1, Inc.

(5) (8) (10) (13) S + 5.75% 9.83% 05/25/2029 — $ (16) $ (16) 0.00 %

Caerus US 1, Inc.

(5) (8) (10) (13) S + 5.75% 9.83% 05/25/2029 293 270 270 0.02

11,157 11,157 0.80

Professional Services

Abacus Data Holdings, Inc.

(AbacusNext) (5) (6) (7) L + 6.25% 9.99% 03/10/2027 18,617 18,303 18,479 1.32

Abacus Data Holdings, Inc.

(AbacusNext) (5) (7) L + 6.25% 9.99% 03/10/2027 1,950 1,935 1,936 0.14

Abacus Data Holdings, Inc.

(AbacusNext) (5) (7) (13) L + 6.25% 9.99% 03/10/2027 700 677 690 0.05

Bridgepointe Technologies, LLC (5) (7) S + 6.50% 11.23% 12/31/2027 15,174 14,570 14,570 1.04

Bridgepointe Technologies, LLC (5) (7) (13) S + 6.50% 11.23% 12/31/2027 — (403) (403) (0.03)

Bullhorn, Inc.

(5) (6) (7) L + 5.75% 10.48% 09/30/2026 12,948 12,847 12,571 0.90

Bullhorn, Inc.

(5) (7) L + 5.75% 10.48% 09/30/2026 2,723 2,712 2,643 0.19

Bullhorn, Inc.

(5) (7) (13) L + 5.75% 10.48% 09/30/2026 273 267 256 0.02

Citrin Cooperman Advisors, LLC (5) (8) L + 5.00% 9.21% 10/01/2027 20,025 19,695 19,428 1.39

Citrin Cooperman Advisors, LLC (5) (8) L + 5.00% 9.21% 10/01/2027 8,582 8,437 8,326 0.60

KWOR Acquisition, Inc.

(5) (8) L + 5.25% 9.63% 12/22/2028 5,376 5,280 5,096 0.36

KWOR Acquisition, Inc.

(5) (8) (13) L + 5.25% 9.63% 12/22/2028 — (44) (248) (0.02)

KWOR Acquisition, Inc.

(5) (8) (13) P + 4.25% 11.75% 12/22/2027 — (1) (6) 0.00

Project Boost Purchaser, LLC (5) (8) S + 5.25% 9.65% 05/02/2029 5,414 5,364 5,362 0.38

Project Boost Purchaser, LLC (5) (8) (13) S + 5.25% 9.65% 05/02/2029 85 79 74 0.01

Project Boost Purchaser, LLC (5) (8) (13) S + 5.25% 9.65% 05/02/2028 — (4) (4) 0.00

89,714 88,770 6.35

Real Estate Management & Development

Associations, Inc.

(5) (6) (7) S + 6.50% (incl.

2.50% PIK) 10.36% 07/02/2027 30,525 30,293 29,139 2.09

Associations, Inc.

(5) (7) (13) S + 6.50% (incl.

2.50% PIK) 10.36% 07/02/2027 546 481 218 0.02

Associations, Inc.

(5) (7) (13) S + 6.50% (incl.

2.50% PIK) 10.36% 07/02/2027 — (14) (84) (0.01)

MRI Software, LLC (5) (6) (7) L + 5.50% 10.23% 02/10/2026 59,485 59,075 58,278 4.17

MRI Software, LLC (5) (7) (13) L + 5.50% 10.23% 02/10/2026 — (12) (45) 0.00

Pritchard Industries, LLC (5) (8) L + 5.50% 10.54% 10/13/2027 25,532 25,108 24,112 1.73

Pritchard Industries, LLC (5) (8) (13) L + 5.50% 10.54% 10/13/2027 5,413 5,315 5,074 0.36

Zarya Intermediate, LLC (5) (7) (10) S + 6.50% 10.90% 07/01/2027 35,408 35,408 35,344 2.53

Zarya Intermediate, LLC (5) (7) (10) (13) S + 6.50% 10.90% 07/01/2027 — — (7) 0.00

155,654 152,029 10.88

Alert Media, Inc.

(5) (6) (7) S + 5.00% 9.26% 04/12/2027 14,000 13,842 13,534 0.97

Alert Media, Inc.

(5) (7) (13) S + 5.00% 9.26% 04/10/2026 — (17) (58) 0.00

Anaplan, Inc.

(5) (8) S + 6.50% 10.82% 06/21/2029 24,000 23,546 23,578 1.69

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Footnotes Reference Rate and Spread Interest Rate (3)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Appfire Technologies, LLC (5) (7) S + 5.50% 9.92% 03/09/2027 14,617 $ 14,549 $ 14,063 1.01 %

Appfire Technologies, LLC (5) (7) (13) S + 5.50% 9.92% 03/09/2027 3,696 3,653 3,491 0.25

Appfire Technologies, LLC (5) (7) (13) S + 5.50% 9.92% 03/09/2027 10 7 3 0.00

Bottomline Technologies, Inc.

(5) (8) S + 5.50% 9.83% 05/14/2029 3,192 3,133 3,070 0.22

Bottomline Technologies, Inc.

(5) (8) (13) S + 5.50% 9.83% 05/15/2028 — (5) (10) 0.00

CLEO Communications Holding, LLC (5) (6) (7) L + 6.50% 10.74% 06/09/2027 39,998 39,685 38,574 2.76

CLEO Communications Holding, LLC (5) (7) (13) L + 6.50% 10.74% 06/09/2027 — (92) (445) (0.03)

Diligent Corporation (5) (6) (7) L + 5.75% 10.13% 08/04/2025 27,510 27,337 26,905 1.93

Diligent Corporation (5) (6) (7) L + 5.75% 10.13% 08/04/2025 2,201 2,187 2,152 0.15

Diligent Corporation (5) (7) (13) L + 6.25% 10.63% 08/04/2025 1,350 1,323 1,251 0.09

GS AcquisitionCo, Inc.

(5) (6) (7) L + 5.75% 9.91% 05/22/2026 75,927 75,432 74,120 5.30

GS AcquisitionCo, Inc.

(5) (7) L + 5.75% 9.91% 05/22/2026 — — — 0.00

GS AcquisitionCo, Inc.

(5) (7) (13) L + 5.75% 9.91% 05/22/2026 — (19) (58) 0.00

Gurobi Optimization, LLC (5) (6) (7) L + 5.00% 9.38% 12/19/2023 13,091 13,048 13,091 0.94

Gurobi Optimization, LLC (5) (7) (13) L + 5.00% 9.38% 12/19/2023 — (5) — 0.00

(5) (8) S + 5.75% 10.33% 06/25/2029 14,099 13,899 13,484 0.97

(5) (8) (13) S + 5.75% 10.33% 06/25/2029 — (6) (37) 0.00

(5) (8) (13) S + 5.75% 10.33% 06/25/2029 — (12) (37) 0.00

LegitScript (5) (8) S + 5.25% 8.23% 06/24/2029 28,108 27,580 27,580 1.97

LegitScript (5) (8) (13) S + 5.25% 9.57% 06/24/2029 — (68) (68) 0.00

LegitScript (5) (8) (13) S + 5.25% 9.57% 06/24/2028 250 174 174 0.01

Montana Buyer, Inc.

(5) (8) S + 5.75% 8.70% 07/22/2029 4,131 4,051 3,991 0.29

Montana Buyer, Inc.

(5) (8) (13) S + 5.75% 8.70% 07/22/2028 — (9) (16) 0.00

Netwrix Corporation And Concept Searching, Inc.

(5) (8) S + 5.00% 9.70% 06/11/2029 4,605 4,562 4,358 0.31

Netwrix Corporation And Concept Searching, Inc.

(5) (8) (13) S + 5.00% 9.70% 06/11/2029 812 798 680 0.05

Netwrix Corporation And Concept Searching, Inc.

(5) (8) (13) S + 5.00% 9.70% 06/11/2029 — (4) (23) 0.00

Oak Purchaser, Inc.

(5) (8) S + 5.50% 9.48% 04/28/2028 2,792 2,766 2,752 0.20

Oak Purchaser, Inc.

(5) (8) (13) S + 5.50% 9.48% 04/28/2028 625 609 599 0.04

Oak Purchaser, Inc.

(5) (8) (13) S + 5.50% 9.48% 04/28/2028 — (3) (5) 0.00

Pound Bidco, Inc.

(5) (6) (7) (10) L + 6.50% 10.67% 01/30/2026 9,012 8,888 8,970 0.64

Pound Bidco, Inc.

(5) (6) (7) (10) (13) L + 6.50% 10.67% 01/30/2026 — (14) (5) 0.00

Project Leopard Holdings, Inc.

(9) (10) S + 5.25% 9.80% 07/20/2029 6,280 5,862 5,696 0.41

Revalize, Inc.

(5) (7) S + 5.75% 10.48% 04/15/2027 19,652 19,543 18,737 1.34

Revalize, Inc.

(5) (7) (13) S + 5.75% 10.48% 04/15/2027 — (1) (3) 0.00

Riskonnect Parent, LLC (5) (8) S + 5.50% 10.08% 12/07/2028 444 436 427 0.03

Riskonnect Parent, LLC (5) (8) (13) S + 5.50% 10.08% 12/07/2028 80 73 55 0.00

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Footnotes Reference Rate and Spread Interest Rate (3)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Securonix, Inc.

(5) (8) S + 6.50% 10.10% 04/05/2028 21,010 $ 20,678 $ 20,249 1.45 %

Securonix, Inc.

(5) (8) (13) S + 6.50% 10.10% 04/05/2028 — (58) (137) (0.01)

Skykick, Inc.

(5) (7) L + 7.25% 11.00% 09/01/2027 6,300 6,171 6,142 0.44

Skykick, Inc.

(5) (7) (13) L + 7.25% 11.00% 09/01/2027 1,470 1,427 1,404 0.10

Trunk Acquisition, Inc.

(5) (7) L + 5.50% 10.23% 02/19/2027 9,051 8,976 8,638 0.62

Trunk Acquisition, Inc.

(5) (7) (13) L + 5.50% 10.23% 02/19/2026 — (6) (39) 0.00

User Zoom Technologies, Inc.

(5) (8) S + 5.75% 9.35% 04/05/2029 38,689 37,967 37,965 2.72

381,883 374,792 26.82

Total First Lien Debt $ 2,753,620 $ 2,694,111 192.81 %

Second Lien Debt

Air Freight & Logistics

Omni Intermediate Holdings, LLC (5) (7) S + 9.00% 13.69% 12/30/2027 4,500 $ 4,374 $ 4,319 0.31 %

Auto Components

PAI Holdco, Inc.

(5) (7) L + 7.50% (incl.

2.00% PIK) 11.92% 10/28/2028 26,033 25,444 23,787 1.70

Electronic Equipment, Instruments & Components

Infinite Bidco, LLC (5) (9) L + 7.00% 11.73% 03/02/2029 17,000 16,939 16,463 1.18

Infinite Bidco, LLC (5) (9) (13) L + 7.00% 11.73% 03/02/2029 — — (269) (0.02)

16,939 16,194 1.16

Energy Equipment & Services

QBS Parent, Inc.

(5) L + 8.50% 12.88% 09/21/2026 15,000 14,809 13,569 0.97

Health Care Providers & Services

Heartland Veterinary Partners, LLC (5) (7) S + 8.00% 12.81% 12/10/2027 3,960 3,892 3,624 0.26

Heartland Veterinary Partners, LLC (5) (7) (13) S + 8.00% 12.81% 12/10/2027 1,452 1,426 1,322 0.09

5,318 4,946 0.35

Industrial Conglomerates

(8) S + 7.00% 11.74% 04/23/2027 5,950 5,950 5,459 0.39

Help/Systems Holdings, Inc.

(5) (8) S + 6.75% 10.94% 11/19/2027 17,500 17,500 16,189 1.16

(5) (8) L + 6.75% 10.50% 03/02/2029 3,887 3,863 3,642 0.26

Red Dawn SEI Buyer, Inc.

(5) (7) L + 8.50% 12.67% 11/20/2026 19,000 18,653 17,904 1.28

40,016 37,735 2.70

Flexera Software, LLC (5) (7) L + 7.00% 11.39% 03/03/2029 13,500 13,277 12,584 0.90

Matrix Parent, Inc.

(5) (8) S + 8.00% 12.55% 03/01/2030 10,667 10,493 9,757 0.70

23,770 22,341 1.60

Total Second Lien Debt $ 136,620 $ 128,350 9.19 %

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Footnotes Reference Rate and Spread Interest Rate (3)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Other Securities

Unsecured Debt

Familia Intermediate Holdings I Corp.

(Teasdale Latin Foods) (5) (11) 16.25% PIK 06/18/2026 1,500 $ 1,500 $ 372 0.03 %

Fetch Insurance Services, LLC (Fetch) (5) 12.75% (incl.

3.75% PIK) 10/31/2027 1,881 1,826 1,826 0.13

Total Unsecured Debt $ 3,326 $ 2,198 0.16 %

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Footnotes Reference Rate and Spread Acquisition Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Preferred Equity

Diligent Corporation (5) (12) 10.50% 04/05/2021 5,000 $ 5,693 $ 5,766 0.41 %

Fortis Solutions Group, LLC (5) (12) 12.25% 06/24/2022 1,000,000 1,041 1,024 0.07

Integrity Marketing Acquisition, LLC (5) (12) 10.50% 12/21/2021 3,250,000 3,555 3,165 0.23

Knockout Intermediate Holdings I, Inc.

(5) (12) 11.75% 06/25/2022 2,790 2,895 2,787 0.20

Revalize, Inc.

(5) (7) (12) S + 10.00% 12/14/2021 2,255 2,391 2,281 0.16

RSK Holdings, Inc.

(Riskonnect) (5) (8) (12) S + 10.50% 07/07/2022 1,012,200 1,019 1,053 0.08

Skykick, Inc.

(5) (12) 08/31/2021 134,101 1,275 963 0.07

Total Preferred Equity 17,869 17,039 1.22

Common Equity

Abacus Data Holdings, Inc.

(AbacusNext) (5) (12) 03/09/2021 29,441 2,944 2,193 0.16

Amerilife Holdings, LLC (5) (12) 09/01/2022 873 24 24 —

BP Purchaser, LLC (5) (12) 12/10/2021 1,233,333 1,233 1,468 0.11

CSC Thrive Holdings, LP (Thrive Networks) (5) (12) 03/01/2021 160,016 411 640 0.05

Encore Holdings, LLC (5) (12) 11/23/2021 2,391 275 449 0.03

Frisbee Holding, LP (Fetch) (5) (12) 10/31/2022 21,744 277 277 0.02

GSM Equity Investors, LP (GSM Outdoors) (5) (12) 11/16/2020 4,500 450 916 0.07

Help HP SCF Investor, LP (Help/Systems) (10) (12) 05/12/2021 12,460 14,732 1.05

LUV Car Wash Holdings, LLC (5) (12) 04/06/2022 116 116 116 0.01

mPulse Mobile, Inc.

(5) (12) 12/17/2021 165,761 1,220 1,281 0.09

PCX Holding Corp.

(5) (12) 04/22/2021 6,538 654 747 0.05

Pet Holdings, Inc.

(Brightpet) (5) (12) 10/06/2020 13,846 1,385 1,028 0.07

Pritchard Industries, Inc.

(5) (12) 10/13/2021 1,700,000 1,700 2,210 0.16

Procure Acquiom Financial, LLC (Procure Analytics) (5) (12) 12/20/2021 1,000,000 1,000 1,380 0.10

Recovery Point Systems, Inc.

(5) (12) 03/05/2021 1,000,000 1,000 760 0.05

Shelby Co-invest, LP (Spectrum Automotive) (5) (12) 06/29/2021 8,500 850 1,194 0.09

Surewerx Topco, LP (5) (10) (12) 12/28/2022 512 512 512 0.04

Suveto Co-Invest, LP (5) (10) (12) 11/19/2021 17,000 1,700 1,963 0.14

Total Common Equity 28,211 31,890 2.28

Total Other Securities $ 49,406 $ 51,127 3.66 %

Total Portfolio Investments $ 2,939,646 $ 2,873,588 205.65 %

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

All debt investments are income producing unless otherwise indicated.

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

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

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

As of December 31, 2022, the Company does not “control” any of these portfolio companies.

Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities.

As of December 31, 2022, the Company is not an “affiliated person” of any of its portfolio companies.

(2) Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below).

See Note 6 “Debt”.

(3) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR ("E"), LIBOR ("L") or SOFR ("S") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S.

Prime Rate ("P")), each of which generally resets periodically.

For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2022.

For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2022.

As of December 31, 2022, the reference rates for our LIBOR-based loans were the 3-month E at 2.13%, the 30-day L at 4.39%, the 90-day L at 4.77%, the 180-day L at 5.14%;

the reference rates for our SOFR-based loans were the 30-day S at 4.36%, the 90-day S at 4.59%, the 180-day S at 4.78%;

and the reference rate for our Prime rate-based loans were at 7.50%.

(4) The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(5) These investments were valued using unobservable inputs and are considered Level 3 investments.

Fair value was determined in good faith by or under the direction of the Company's Board of Directors (the "Board of Directors" or the "Board") (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

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

See Note 6 “Debt”.

(7) Loan includes interest rate floor of 1.00%.

(8) Loan includes interest rate floor of 0.75%.

(9) Loan includes interest rate floor of 0.50%.

(10) The investment is not a qualifying asset under Section 55(a) of the 1940 Act.

The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets.

As of December 31, 2022, non-qualifying assets represented 7.1% of total assets as calculated in accordance with regulatory requirements.

(11) Investment was on non-accrual status as of December 31, 2022.

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

As of December 31, 2022, the aggregate fair value of these securities is $48,929 or 3.5% of the Company’s net assets.

The initial acquisition dates have been included for such securities.

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

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

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

See below for more information on the Company’s unfunded commitments as of December 31, 2022:

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

First Lien Debt

365 Retail Markets, LLC 0.50% Revolver 12/23/2026 $ 1,200 $ (27)

48Forty Solutions LLC 0.50% Revolver 11/30/2026 2,715 (139)

ABB Concise Optical Group, LLC 0.50% Revolver 02/23/2028 94 (4)

ARI Network Services, Inc.

0.50% Revolver 02/28/2025 2,121 (60)

AWP Group Holdings, Inc.

0.50% Revolver 12/22/2026 104 (3)

Abacus Data Holdings, Inc.

(AbacusNext) 0.50% Revolver 03/10/2027 700 (5)

Abracon Group Holdings, LLC 1.00% Delayed Draw Term Loan 07/06/2024 1,003 (52)

Abracon Group Holdings, LLC 0.50% Revolver 07/06/2028 401 (21)

Advarra Holdings, Inc.

1.00% Delayed Draw Term Loan 08/26/2024 41 (2)

Alert Media, Inc.

0.50% Revolver 04/10/2026 1,750 (58)

Amerilife Holdings, LLC 1.00% Delayed Draw Term Loan 08/31/2024 292 (5)

Amerilife Holdings, LLC 0.50% Revolver 08/31/2028 437 (8)

Answer Acquisition, LLC 0.50% Revolver 12/30/2026 833 (35)

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Appfire Technologies, LLC 0.50% Delayed Draw Term Loan 06/13/2024 $ 1,674 $ (63)

Appfire Technologies, LLC 0.50% Revolver 03/09/2027 157 (6)

Applitools, Inc.

0.50% Revolver 05/25/2028 433 (7)

Assembly Intermediate, LLC 1.00% Delayed Draw Term Loan 10/19/2023 2,281 (88)

Assembly Intermediate, LLC 0.50% Revolver 10/19/2027 1,244 (48)

Associations, Inc.

1.00% Delayed Draw Term Loan 06/10/2024 6,694 (304)

Associations, Inc.

0.50% Revolver 07/02/2027 1,860 (84)

Atlas Us Finco, Inc.

0.50% Revolver 12/09/2028 186 (6)

Avalara, Inc.

0.50% Revolver 10/19/2028 1,071 (26)

Bottomline Technologies, Inc.

0.50% Revolver 05/15/2028 267 (10)

Bridgepointe Technologies, LLC 0.50% Delayed Draw Term Loan 09/23/2024 10,116 (403)

Bullhorn, Inc.

0.50% Revolver 09/30/2026 320 (10)

CLEO Communications Holding, LLC 0.50% Revolver 06/09/2027 12,502 (445)

Caerus US 1, Inc.

—% Delayed Draw Term Loan 10/31/2024 1,608 (16)

Caerus US 1, Inc.

0.50% Revolver 05/25/2029 878 (17)

Cerity Partners, LLC 1.00% Delayed Draw Term Loan 12/30/2023 12,699 (381)

DCA Investment Holdings, LLC 1.00% Delayed Draw Term Loan 03/02/2023 1,026 (15)

Diligent Corporation 0.50% Revolver 08/04/2025 3,150 (69)

0.25% Delayed Draw Term Loan 08/14/2023 3,166 (80)

Dwyer Instruments, Inc.

1.00% Delayed Draw Term Loan 07/01/2024 2,028 (92)

Dwyer Instruments, Inc.

0.50% Revolver 07/21/2027 855 (39)

Encore Holdings, LLC 0.75% Delayed Draw Term Loan 11/23/2024 1,469 (35)

Encore Holdings, LLC 0.50% Revolver 11/23/2027 539 (13)

Energy Labs Holdings Corp.

1.00% Delayed Draw Term Loan 04/13/2023 47 (1)

Energy Labs Holdings Corp.

0.50% Revolver 04/07/2028 45 (1)

Excelitas Technologies Corp.

0.50% Delayed Draw Term Loan 08/11/2024 262 (13)

Excelitas Technologies Corp.

0.50% Revolver 08/14/2028 57 (3)

FLS Holding, Inc.

0.50% Revolver 12/17/2027 1,802 (29)

FMG Suite Holdings, LLC 0.50% Revolver 10/30/2026 2,074 (44)

Fortis Solutions Group, LLC 0.50% Delayed Draw Term Loan 10/15/2023 76 (2)

Fortis Solutions Group, LLC 0.50% Delayed Draw Term Loan 06/24/2024 1,000 (33)

Fortis Solutions Group, LLC 0.50% Revolver 10/15/2027 2,339 (76)

Foundation Risk Partners Corp.

0.38% Revolver 10/29/2027 2,689 (47)

GS AcquisitionCo, Inc.

0.50% Revolver 05/22/2026 2,420 (58)

GSM Acquisition Corp.

0.50% Revolver 11/16/2026 4,280 (62)

Galway Borrower, LLC 0.50% Delayed Draw Term Loan 09/30/2023 298 (12)

Galway Borrower, LLC 0.50% Revolver 09/30/2027 2,053 (88)

Gateway US Holdings, Inc.

1.00% Delayed Draw Term Loan 03/09/2024 6 —

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Gateway US Holdings, Inc.

0.50% Revolver 09/22/2026 $ 14 $ —

Govbrands Intermediate, Inc.

1.00% Delayed Draw Term Loan 08/04/2023 4,185 (191)

Govbrands Intermediate, Inc.

0.50% Revolver 08/04/2027 424 (19)

GraphPad Software, LLC 0.50% Revolver 04/27/2027 1,750 (58)

Ground Penetrating Radar Systems, LLC 0.50% Revolver 06/26/2025 1,181 (30)

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

Heartland Home Services, Inc.

0.75% Delayed Draw Term Loan 08/10/2023 612 (18)

Heartland Veterinary Partners, LLC 1.00% Delayed Draw Term Loan 11/17/2023 1,255 (36)

Heartland Veterinary Partners, LLC 0.50% Revolver 12/10/2026 375 (11)

High Street Buyer, Inc.

0.50% Revolver 04/16/2027 2,136 (62)

KPSKY Acquisition, Inc.

1.00% Delayed Draw Term Loan 06/17/2024 3,413 (154)

KWOR Acquisition, Inc.

1.00% Delayed Draw Term Loan 06/22/2024 4,777 (248)

KWOR Acquisition, Inc.

0.50% Revolver 12/22/2027 122 (6)

0.50% Delayed Draw Term Loan 06/22/2024 856 (37)

0.50% Revolver 06/25/2029 856 (37)

Komline Sanderson Engineering Corp.

0.50% Delayed Draw Term Loan 05/27/2024 8,529 (507)

Komline Sanderson Engineering Corp.

0.50% Revolver 03/17/2026 2,057 (122)

LUV Car Wash Group, LLC 1.00% Delayed Draw Term Loan 03/14/2024 257 (5)

LegitScript 1.00% Delayed Draw Term Loan 06/24/2024 7,654 (68)

LegitScript 0.50% Revolver 06/24/2028 3,917 (72)

Lightspeed Buyer, Inc.

1.00% Delayed Draw Term Loan 02/28/2023 4,050 (118)

Lightspeed Solution, LLC 0.50% Delayed Draw Term Loan 03/01/2024 2,439 (89)

MHE Intermediate Holdings, LLC 0.50% Revolver 07/21/2027 2,150 (64)

MRI Software, LLC 0.50% Revolver 02/10/2026 2,215 (45)

Magnolia Wash Holdings 0.50% Revolver 07/14/2028 71 (3)

Majesco 0.50% Revolver 09/21/2026 1,575 (66)

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

Mantech International CP 0.50% Delayed Draw Term Loan 09/14/2024 87 (2)

Mantech International CP 0.50% Revolver 09/14/2028 53 (1)

Montana Buyer, Inc.

0.50% Revolver 07/22/2028 466 (16)

Netwrix Corporation And Concept Searching, Inc.

0.50% Delayed Draw Term Loan 06/09/2024 1,652 (89)

Netwrix Corporation And Concept Searching, Inc.

0.50% Revolver 06/11/2029 431 (23)

Oak Purchaser, Inc.

0.50% Delayed Draw Term Loan 04/28/2024 1,236 (18)

Oak Purchaser, Inc.

0.50% Revolver 04/28/2028 372 (5)

Oakbridge Insurance Agency, LLC 1.00% Delayed Draw Term Loan 03/31/2024 399 (3)

Oakbridge Insurance Agency, LLC 0.50% Revolver 12/31/2026 36 —

Omni Intermediate Holdings, LLC 1.00% Delayed Draw Term Loan 06/24/2024 732 (31)

Omni Intermediate Holdings, LLC 1.00% Delayed Draw Term Loan 06/24/2024 173 (7)

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Omni Intermediate Holdings, LLC 0.50% Revolver 12/30/2025 $ 1,065 $ (45)

PCX Holding Corp.

0.50% Revolver 04/22/2027 1,296 (42)

PDFTron Systems, Inc.

0.50% Revolver 07/15/2026 3,850 (128)

Patriot Growth Insurance Services, LLC 0.50% Revolver 10/16/2028 4,485 (207)

Foy & Associates Insurance Services, LLC 1.00% Delayed Draw Term Loan 12/14/2023 292 (14)

Foy & Associates Insurance Services, LLC 0.50% Revolver 11/01/2027 832 (40)

Pound Bidco, Inc.

0.50% Revolver 01/30/2026 1,163 (5)

Pritchard Industries, LLC 1.00% Delayed Draw Term Loan 10/13/2023 691 (38)

Procure Acquireco, Inc.

(Procure Analytics) 1.00% Delayed Draw Term Loan 12/20/2023 794 (35)

Procure Acquireco, Inc.

(Procure Analytics) 0.50% Revolver 12/20/2028 238 (11)

Project Boost Purchaser, LLC 1.00% Delayed Draw Term Loan 05/02/2024 1,038 (10)

Project Boost Purchaser, LLC 0.50% Revolver 05/02/2028 449 (4)

Promptcare Infusion Buyer, Inc.

1.00% Delayed Draw Term Loan 09/01/2023 2,431 (85)

QW Holding Corporation 1.00% Delayed Draw Term Loan 05/02/2024 394 (15)

QW Holding Corporation 0.50% Revolver 08/31/2026 2,250 (84)

Randy's Holdings, Inc.

1.00% Delayed Draw Term Loan 11/01/2024 2,248 (31)

Randy's Holdings, Inc.

0.50% Revolver 10/31/2027 757 (22)

Radwell Parent, LLC 0.38% Revolver 04/01/2028 2,442 (71)

Recovery Point Systems, Inc.

0.50% Revolver 08/12/2026 4,000 (5)

Redwood Services Group, LLC 1.00% Delayed Draw Term Loan 12/22/2023 729 (32)

Revalize, Inc.

0.50% Revolver 04/15/2027 71 (3)

Riskonnect Parent, LLC 0.50% Delayed Draw Term Loan 07/07/2024 558 (21)

RoadOne IntermodaLogistics 1.00% Delayed Draw Term Loan 06/30/2024 426 (6)

RoadOne IntermodaLogistics 0.50% Revolver 12/30/2028 255 (8)

Securonix, Inc.

0.50% Revolver 04/05/2028 3,782 (137)

Sherlock Buyer Corp.

1.00% Delayed Draw Term Loan 02/08/2023 3,215 (71)

Sherlock Buyer Corp.

0.50% Revolver 12/08/2027 1,286 (28)

Skykick, Inc.

1.00% Delayed Draw Term Loan 03/01/2023 1,155 (29)

1.00% Delayed Draw Term Loan 02/18/2024 536 (20)

0.50% Revolver 02/16/2029 268 (10)

MSM Acquisitions, Inc.

1.00% Delayed Draw Term Loan 01/30/2023 23,439 (560)

MSM Acquisitions, Inc.

0.50% Revolver 12/09/2026 2,112 (51)

Spectrum Automotive Holdings Corp.

1.00% Delayed Draw Term Loan 06/29/2023 1,917 (112)

Spectrum Automotive Holdings Corp.

0.50% Revolver 06/29/2027 881 (51)

Spotless Brands, LLC 0.50% Revolver 07/25/2028 145 (6)

Stepping Stones Healthcare Services, LLC 1.00% Delayed Draw Term Loan 01/14/2024 737 (39)

Stepping Stones Healthcare Services, LLC 0.50% Revolver 12/30/2026 175 (9)

Summit Buyer, LLC 1.00% Delayed Draw Term Loan 06/23/2023 3,304 (146)

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2022

(In thousands)

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

Summit Buyer, LLC 0.50% Revolver 01/14/2026 $ 2,420 $ (107)

Surewerx Purchaser III, Inc.

0.50% Revolver 12/28/2028 1,681 (50)

Surewerx Purchaser III, Inc.

1.00% Delayed Draw Term Loan 06/27/2024 3,601 (72)

Suveto 1.00% Delayed Draw Term Loan 09/09/2023 5,081 (182)

Suveto 0.50% Revolver 09/09/2027 486 (18)

Sweep Purchaser, LLC 1.00% Delayed Draw Term Loan 05/05/2024 273 (15)

Sweep Purchaser, LLC 0.50% Revolver 11/30/2026 1,153 (62)

Syntax Systems Ltd 1.00% Delayed Draw Term Loan 10/29/2023 9,356 (510)

Syntax Systems Ltd 0.50% Revolver 10/29/2026 1,247 (68)

Tamarack Intermediate, LLC 0.50% Revolver 03/13/2028 808 (36)

Tank Holding Corp.

0.38% Revolver 03/31/2028 667 (37)

Thrive Buyer, Inc.

(Thrive Networks) 0.50% Revolver 01/22/2027 1,717 (42)

Triple Lift, Inc.

0.25% Revolver 05/08/2028 2,467 (127)

Trunk Acquisition, Inc.

0.50% Revolver 02/19/2026 857 (39)

Two Six Labs, LLC 1.00% Delayed Draw Term Loan 08/20/2023 2,134 (52)

Two Six Labs, LLC 0.50% Revolver 08/20/2027 2,134 (52)

United Flow Technologies Intermediate Holdco II, LLC 1.00% Delayed Draw Term Loan 10/29/2023 164 (5)

United Flow Technologies Intermediate Holdco II, LLC 1.00% Delayed Draw Term Loan 10/29/2023 10,000 (303)

United Flow Technologies Intermediate Holdco II, LLC 0.50% Revolver 10/29/2026 3,000 (91)

UpStack, Inc.

1.00% Delayed Draw Term Loan 08/26/2023 1,050 (32)

UpStack, Inc.

0.50% Revolver 08/20/2027 875 (26)

V Global Holdings, LLC 0.50% Revolver 12/22/2025 672 (34)

VRC Companies, LLC 0.75% Delayed Draw Term Loan 01/06/2024 6,059 (212)

VRC Companies, LLC 0.50% Revolver 06/29/2027 1,653 (58)

Valcourt Holdings II, LLC 1.00% Delayed Draw Term Loan 01/07/2023 1,121 (13)

Vardiman Black Holdings, LLC 1.25% Delayed Draw Term Loan 03/18/2024 142 (8)

Vessco Midco Holdings, LLC 0.50% Revolver 10/18/2026 268 (4)

World Insurance Associates, LLC 0.50% Revolver 04/01/2026 444 (14)

Zarya Intermediate, LLC 0.50% Revolver 07/01/2027 3,649 (7)

mPulse Mobile, Inc.

1.00% Delayed Draw Term Loan 02/17/2023 1,996 (60)

mPulse Mobile, Inc.

0.50% Revolver 12/17/2027 353 (11)

Total First Lien Debt Unfunded Commitments $ 305,663 $ (9,984)

Second Lien Debt

Heartland Veterinary Partners, LLC 0.50% Delayed Draw Term Loan 11/17/2023 $ 88 $ (7)

Infinite Bidco, LLC 1.00% Delayed Draw Term Loan 03/14/2023 8,500 (269)

Total Second Lien Debt Unfunded Commitments $ 8,588 $ (276)

Total Unfunded Commitments $ 314,251 $ (10,260)

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2021

(In thousands)

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

Footnotes Reference Rate and Spread Interest Rate (3)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

First Lien Debt

Aerospace and Defense

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

PCX Holding Corp.

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

PCX Holding Corp.

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

PCX Holding Corp.

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

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

31 unchanged sentences

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

5 unchanged sentences

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

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)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

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

32 unchanged sentences

(5) (7) (10) (13) L + 5.50% 6.50% 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.

16 unchanged sentences

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

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)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

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

17 unchanged sentences

(5) (8) L + 5.50% 6.25% 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.

15 unchanged sentences

36,642 36,975 3.11

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)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Diversified Financial Services

18 unchanged sentences

(5) (6) (7) L + 6.00% 7.00% 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

30 unchanged sentences

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

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)

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

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

8 unchanged sentences

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

33 unchanged sentences

FMG Suite Holdings, LLC (5) (7) (13) L + 5.50% 6.50% 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

4 unchanged sentences

Footnotes Reference Rate and Spread Interest Rate (3)

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

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

MSM Acquisitions, Inc.

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

MSM Acquisitions, Inc.

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

MSM Acquisitions, Inc.

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

40 unchanged sentences

Answer Target Holdco, LLC (5) (7) L + 6.00% 7.00% 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

4 unchanged sentences

Footnotes Reference Rate and Spread Interest Rate (3)

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

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

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

Komline-Sanderson Group, Inc.

45 unchanged sentences

(5) (7) (13) L + 6.50% 7.50% 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

4 unchanged sentences

Footnotes Reference Rate and Spread Interest Rate (3)

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

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

1 unchanged sentence

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

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

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

34 unchanged sentences

(5) (7) (13) L + 5.25% 6.25% 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

4 unchanged sentences

Footnotes Reference Rate and Spread Interest Rate (3)

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

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Revalize, Inc.

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

Skykick, Inc.

39 unchanged sentences

Footnotes Reference Rate and Spread Interest Rate (3)

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

Maturity Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

4 unchanged sentences

Total Unsecured Debt $ 1,777 $ 1,350 0.11 %

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

Footnotes Reference Rate and Spread Acquisition Date Par Amount/ Shares Cost (4)

Fair Value Percentage of Net Assets

Preferred Equity

45 unchanged sentences

(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.

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

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

232 unchanged sentences

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

Divisions Holding Corporation (4) (5) (10) L + 6.50% 7.50% 08/14/2020 08/14/2026 1,739 1,593 1,739 0.58

Sweep Purchaser LLC (4) (5) L + 5.75% 6.75% 11/30/2020 11/30/2026 8,859 8,684 8,684 2.88

Sweep Purchaser LLC (4) (5) (10) L + 5.75% 6.75% 11/30/2020 11/30/2026 — (28) (28) (0.01)

US Infra Svcs Buyer LLC (4) (5) L + 6.00% 7.00% 04/10/2020 04/13/2026 17,164 16,854 17,164 5.69

US Infra Svcs Buyer LLC (4) (5) (10) L + 6.00% 7.00% 04/10/2020 04/13/2026 988 802 988 0.33

US Infra Svcs Buyer LLC (4) (5) (10) L + 6.00% 7.00% 04/10/2020 04/13/2026 300 260 300 0.10

Vessco Midco Holdings LLC (4) (5) (6) L + 4.50% 5.50% 10/30/2020 11/02/2026 2,763 2,736 2,736 0.91

Vessco Midco Holdings LLC (4) (5) (10) L + 4.50% 5.50% 10/30/2020 11/02/2026 134 117 117 0.04

Vessco Midco Holdings LLC (4) (5) (10) L + 4.50% 5.50% 10/30/2020 10/18/2026 — (4) (4) 0.00

62,714 64,007 21.22

Containers & Packaging

Brook and Whittle Holding Corp.

(4) (5) L + 6.00% 7.00% 10/27/2020 10/17/2024 12,916 12,730 12,730 4.22

Diversified Financial Services

HighTower Holdings LLC (4) (5) (7) L + 5.00% 6.00% 10/14/2020 01/31/2025 12,549 12,368 12,368 4.10

HighTower Holdings LLC (4) (5) (7) (10) L + 5.00% 6.00% 10/14/2020 01/31/2025 — (17) (17) (0.01)

12,351 12,351 4.09

Food Products

AMCP Pet Holdings, Inc.

(Brightpet) (4) (5) (6) L + 6.25% 7.25% 10/06/2020 10/05/2026 17,500 16,990 16,990 5.63

AMCP Pet Holdings, Inc.

(Brightpet) (4) (5) L + 6.25% 7.25% 12/29/2020 10/05/2026 16,667 16,167 16,167 5.36

AMCP Pet Holdings, Inc.

(Brightpet) (4) (5) (10) L + 6.25% 7.25% 10/06/2020 10/01/2027 — (144) (144) (0.05)

AMCP Pet Holdings, Inc.

(Brightpet) (4) (5) (10) L + 6.25% 7.25% 10/06/2020 10/01/2025 — (172) (172) (0.06)

Nellson Nutraceutical, Inc.

(4) (5) (6) L + 5.25% 6.25% 09/30/2020 12/23/2023 17,623 17,295 17,623 5.84

Nellson Nutraceutical, Inc.

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

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

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

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

Bearcat Buyer, Inc.

(4) (5) L + 4.75% 5.75% 11/18/2020 07/09/2026 6,912 6,741 6,741 2.23

Bearcat Buyer, Inc.

(4) (5) (10) L + 4.75% 5.75% 11/18/2020 07/09/2026 1,425 1,256 1,256 0.42

7,997 7,997 2.65

Health Care Technology

Lightspeed Buyer, Inc.

(4) (5) (6) L + 5.50% 6.50% 11/09/2020 02/03/2026 9,375 9,100 9,100 3.02

Lightspeed Buyer, Inc.

(4) (5) (10) L + 5.50% 6.50% 11/09/2020 02/03/2026 — (182) (182) (0.06)

8,918 8,918 2.96

Industrial Conglomerates

(4) (5) (6) L + 5.25% 6.25% 06/30/2020 04/23/2026 1,990 1,962 1,990 0.66

Electrical Source Holdings LLC (4) (5) (6) L + 5.50% 6.50% 05/18/2020 11/25/2025 29,850 29,580 29,850 9.90

31,542 31,840 10.56

Higginbotham Insurance Agency, Inc.

(4) (8) L + 5.75% 6.50% 11/25/2020 11/25/2026 14,632 14,415 14,415 4.78

Higginbotham Insurance Agency, Inc.

(4) (8) (10) L + 5.75% 6.50% 11/25/2020 11/25/2026 — (30) (30) (0.01)

Integrity Marketing Acquisition LLC (4) (5) (10) L + 6.25% 7.25% 08/07/2020 08/27/2025 29,386 28,763 29,386 9.74

Majesco (4) (5) L + 7.75% 8.75% 09/21/2020 09/21/2027 14,852 14,420 14,852 4.92

Majesco (4) (5) (10) L + 7.75% 8.75% 09/21/2020 09/21/2026 — (45) — —

Propel Insurance Agency LLC (4) (5) L + 5.00% 6.00% 12/09/2020 06/01/2024 18,427 18,245 18,245 6.05

Propel Insurance Agency LLC (4) (5) (10) L + 5.00% 6.00% 12/09/2020 06/01/2024 — (19) (19) (0.01)

RSC Acquisition, Inc.

(4) (5) (6) L + 5.50% 6.50% 09/11/2020 10/30/2026 2,938 2,853 2,938 0.97

RSC Acquisition, Inc.

(4) (5) (10) L + 5.50% 6.50% 09/11/2020 10/30/2026 703 357 703 0.23

World Insurance Associates LLC (4) (5) L + 5.50% 6.50% 05/22/2020 04/01/2026 10,269 9,658 9,966 3.30

World Insurance Associates LLC (4) (5) L + 5.50% 6.50% 05/22/2020 04/01/2026 4,679 4,404 4,541 1.51

World Insurance Associates LLC (4) (5) L + 5.50% 6.50% 10/15/2020 04/01/2026 19,387 18,814 18,814 6.24

World Insurance Associates LLC (4) (5) (10) L + 5.50% 6.50% 10/15/2020 04/01/2026 10,087 9,758 9,758 3.24

World Insurance Associates LLC (4) (5) (10) L + 5.50% 6.50% 12/23/2020 04/01/2026 — (46) (46) (0.02)

121,547 123,523 40.95

Interactive Media & Services

MSM Acquisitions, Inc.

(4) (5) L + 6.00% 7.00% 12/09/2020 12/09/2026 23,684 23,215 23,215 7.70

MSM Acquisitions, Inc.

(4) (5) (10) L + 6.00% 7.00% 12/09/2020 12/09/2026 — (49) (49) (0.02)

MSM Acquisitions, Inc.

(4) (5) (10) L + 6.00% 7.00% 12/09/2020 12/09/2026 — (78) (78) (0.03)

23,088 23,088 7.65

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

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

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

Help/Systems Holdings, Inc.

(5) (6) L + 4.75% 5.75% 06/16/2020 11/19/2026 19,850 19,584 19,701 6.53

Recovery Point Systems, Inc.

(4) (5) L + 6.50% 7.50% 08/12/2020 08/12/2026 41,895 41,100 41,895 13.89

Recovery Point Systems, Inc.

(4) (5) (10) L + 6.50% 7.50% 08/12/2020 08/12/2026 — (75) — —

75,043 76,521 25.37

Leisure Products

GSM Acquisition Corp.

(GSM Outdoors) (4) (5) L + 5.00% 6.00% 11/16/2020 11/16/2026 22,785 22,449 22,449 7.44

GSM Acquisition Corp.

(GSM Outdoors) (4) (5) (10) L + 5.00% 6.00% 11/16/2020 11/16/2026 1,603 1,547 1,547 0.51

GSM Acquisition Corp.

(GSM Outdoors) (4) (5) (10) L + 5.00% 6.00% 11/16/2020 11/16/2026 — (50) (50) (0.02)

23,946 23,946 7.94

Multi-Utilities

AWP Group Holdings, Inc.

(4) (5) L + 4.75% 5.75% 12/22/2020 12/22/2027 711 700 700 0.23

AWP Group Holdings, Inc.

(4) (5) (10) L + 4.75% 5.75% 12/22/2020 12/22/2027 — (1) (1) —

AWP Group Holdings, Inc.

(4) (5) (10) L + 4.75% 5.75% 12/22/2020 12/22/2026 — (2) (2) —

Professional Services

Bullhorn, Inc.

(4) (5) L + 5.75% 6.75% 09/11/2020 09/30/2026 7,427 7,320 7,427 2.46

Bullhorn, Inc.

(4) (5) (10) L + 5.75% 6.75% 09/11/2020 09/30/2026 — (8) — —

IQN Holding Corp., dba Beeline (4) (5) L + 5.50% 6.50% 02/10/2020 08/20/2024 38,079 37,922 37,721 12.51

IQN Holding Corp., dba Beeline (4) (5) (10) L + 5.50% 6.50% 02/10/2020 08/21/2023 — (17) (43) (0.01)

45,217 45,105 14.95

Real Estate Management & Development

MRI Software LLC (4) (5) L + 5.50% 6.50% 01/31/2020 02/10/2026 31,639 31,379 31,639 10.49

MRI Software LLC (4) (5) (10) L + 5.50% 6.50% 01/31/2020 02/10/2026 — (11) — —

MRI Software LLC (4) (5) (10) L + 5.50% 6.50% 01/31/2020 02/10/2026 — (19) — —

MRI Software LLC (4) (5) (10) L + 5.50% 6.50% 08/28/2020 02/10/2026 1,899 1,727 1,899 0.63

33,076 33,538 11.12

GS AcquisitionCo, Inc.

(4) (5) L + 5.75% 6.75% 10/27/2020 05/24/2024 23,673 23,323 23,323 7.73

GS AcquisitionCo, Inc.

(4) (5) (10) L + 5.75% 6.75% 12/11/2020 05/24/2024 6,848 6,663 6,663 2.21

GS AcquisitionCo, Inc.

(4) (5) (10) L + 5.75% 6.75% 12/11/2020 05/24/2024 — (20) (20) (0.01)

Gurobi Optimization LLC (4) (5) L + 5.25% 6.25% 11/12/2020 12/19/2023 13,359 13,231 13,231 4.39

Gurobi Optimization LLC (4) (5) (10) L + 5.25% 6.25% 11/12/2020 12/19/2023 — (15) (15) —

43,182 43,182 14.32

Total First Lien Debt $ 575,009 $ 580,867 192.58 %

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

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

Second Lien Debt

Energy Equipment & Services

QBS Parent, Inc.

(4) L + 8.50% 8.75% 02/10/2020 09/21/2026 15,000 $ 14,731 $ 14,381 4.77 %

Diversified Consumer Services

Cambium Learning Group, Inc.

(4) (5) L + 8.50% 9.50% 10/08/2020 12/18/2026 10,000 9,610 9,610 3.19

Diversified Financial Services

HighTower Holdings LLC (4) (5) (7) L + 8.75% 9.75% 10/09/2020 01/31/2026 5,000 4,903 4,903 1.63

Auto Components

PAI Holdco, Inc.

(4) (5) L + 6.25%;

2.00% PIK 9.25% 10/28/2020 10/28/2028 25,000 24,261 24,261 8.04

Total Second Lien Debt $ 53,505 $ 53,155 17.62 %

Other Securities

Unsecured Debt

Familia Intermediate Holdings I Corp.

(Teasdale Latin Foods) (4) (9) N/A 16.25% PIK 12/18/2020 06/18/2026 1,509 $ 1,509 $ 1,509 0.50 %

Total Unsecured Debt 1,509 1,509 0.50

Common Equity

Pet Holdings, Inc.

(Brightpet) (4) 10,000 1,000 1,000 0.33

GSM Equity Investors, LP (GSM Outdoors) (4) 4,500 450 450 0.15

Total Common Equity 1,450 1,450 0.48

Total Other Securities $ 2,959 $ 2,959 0.98 %

Total Portfolio Investments $ 631,473 $ 636,981 $ 211.19 %

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2020

(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.

As of December 31, 2020, 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, 2020, the Company is not an “affiliated person” of any of its portfolio companies.

(2) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either 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, 2020.

As of December 31, 2020, the reference rates for our variable rate loans were the 30-day L at 0.14%, the 90-day L at 0.24% and the 180-day L at 0.26%.

(3) The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(4) These investments were valued using unobservable inputs and are considered Level 3 investments.

Fair value was determined in good faith by or under the direction of the Board of Directors (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(5) The interest rate floor on these investments as of December 31, 2020 was 1%.

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

See Note 6 “Debt”.

(7) 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, 2020, non-qualifying assets represented 3% of total assets as calculated in accordance with regulatory requirements.

(8) The interest rate floor on these investments as of December 31, 2020 was 0.75%.

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

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

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

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

See below for more information on the Company’s unfunded commitments as of December 31, 2020:

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

First Lien Debt

AMCP Pet Holdings, Inc.

1.00% Delayed Draw Term Loan 04/06/2022 $ 5,000 $ (144)

AMCP Pet Holdings, Inc.

0.50% Revolver 10/01/2025 5,833 (172)

AWP Group Holdings, Inc.

1.00% Delayed Draw Term Loan 12/22/2022 132 (1)

AWP Group Holdings, Inc.

0.50% Revolver 12/22/2026 158 (2)

Bearcat Buyer, Inc.

1.00% Delayed Draw Term Loan 11/18/2022 5,413 (134)

Bullhorn, Inc.

0.50% Revolver 09/30/2026 554 —

Capstone Acquisition Holdings, Inc.

1.00% Delayed Draw Term Loan 05/13/2022 507 3

Divisions Holding Corporation 1.00% Delayed Draw Term Loan 08/14/2022 5,217 —

Divisions Holding Corporation 0.50% Revolver 08/14/2026 3,478 —

GS AcquisitionCo, Inc.

0.50% Delayed Draw Term Loan 10/17/2021 11,235 (109)

GS AcquisitionCo, Inc.

0.50% Revolver 05/24/2024 1,370 (20)

GSM Acquisition Corp.

1.00% Delayed Draw Term Loan 11/16/2022 2,195 (32)

GSM Acquisition Corp.

0.50% Revolver 11/16/2026 3,418 (50)

Gurobi Optimization LLC 0.50% Revolver 12/19/2023 1,607 (15)

Higginbotham Insurance Agency, Inc.

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

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

Integrity Marketing Acquisition LLC 1.00% Delayed Draw Term Loan 02/07/2022 15,540 —

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.

1.00% Delayed Draw Term Loan 05/09/2022 9,375 (182)

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

MRI Software LLC 0.50% Delayed Draw Term Loan 02/10/2022 908 —

MRI Software LLC 1.00% Incremental Delayed Draw Term Loan 08/24/2022 15,096 —

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

MSM Acquisitions, Inc.

0.00% Delayed Draw Term Loan 06/09/2022 9,869 (49)

MSM Acquisitions, Inc.

0.00% Revolver 12/09/2026 3,947 (78)

Propel Insurance Agency LLC 1.00% Delayed Draw Term Loan 12/09/2022 3,874 (19)

Recovery Point Systems, Inc.

0.50% Revolver 08/12/2026 4,000 —

RSC Acquisition, Inc.

1.00% Delayed Draw Term Loan 03/31/2022 11,353 —

Sonny’s Enterprises, Inc.

1.00% Delayed Draw Term Loan 12/28/2021 13,281 (266)

Sweep Purchaser LLC 0.00% Delayed Draw Term Loan 11/30/2022 2,813 (28)

Sweep Purchaser LLC 0.50% Revolver 11/30/2026 1,406 (28)

Turbo Buyer, Inc.

1.00% Incremental Delayed Draw Term Loan 02/21/2022 35,000 (407)

US Infra Svcs Buyer LLC 1.00% Delayed Draw Term Loan 04/13/2022 9,510 —

US Infra Svcs Buyer LLC 0.50% Revolver 04/13/2026 1,950 —

Vessco Midco Holdings LLC 5.50% Delayed Draw Term Loan 10/30/2022 1,655 (16)

Vessco Midco Holdings LLC 0.50% Revolver 10/18/2026 447 (4)

World Insurance Associates LLC 1.00% Delayed Draw Term Loan 10/15/2022 2,438 (64)

World Insurance Associates LLC 0.50% Delayed Draw Term Loan 12/23/2022 3,088 (46)

Total First Lien Debt Unfunded Commitments $ 206,540 $ (1,954)

Total Unfunded Commitments $ 206,540 $ (1,954)

Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements

2 unchanged sentences

(1) Organization

Morgan Stanley Direct Lending Fund (the “Company”) is an externally managed specialty finance company that is focused on lending to middle-market companies.

The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 Act, as amended (the “1940 Act”).

Morgan Stanley Direct Lending Fund (the “Company”) is a non-diversified, externally managed specialty finance company that is focused on lending to middle-market companies.

The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).

In addition, for U.S.

federal income tax purposes, the Company has elected to be treated, and intends to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company was formed as a Delaware limited liability company on May 30, 2019 with the name Morgan Stanley BDC LLC, and its name was changed to Morgan Stanley Direct Lending Fund LLC on August 8, 2019.

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 is not a subsidiary of or consolidated with Morgan Stanley.

The Company was formed as a Delaware limited liability company on May 30, 2019 and, effective November 25, 2019, converted to a Delaware corporation.

The Company commenced 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 a wholly owned subsidiary of Morgan Stanley.

The Company has delegated the right to manage the assets of the Company to MS Capital Partners Adviser Inc., as the investment adviser to the Company (the “Adviser” or “Investment Adviser”).

The Investment Adviser is an indirect, wholly owned subsidiary of Morgan Stanley.

The Company’s investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S.

middle-market companies backed by financial sponsors.

The Company is conducting private offerings of shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”), to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended.

middle-market companies backed by private equity sponsors.

The Company has conducted and from time to time may conduct private offerings of its common stock of the Company, par value $0.001 per share (the “Common Stock”), to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

At the closing of any private offering, each investor makes a capital commitment (a “Capital Commitment”) to purchase shares of Common Stock pursuant to a subscription agreement entered into with the Company.

Investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective Capital Commitments each time the Company delivers a notice to the investors.

DLF CA SPV LLC (“CA SPV”) is a Delaware limited liability company that was formed on February 26, 2020.

CA SPV expects to hold investments in first and second lien senior secured loans.

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

DLF SPV LLC (“DLF SPV”) is a Delaware limited liability company that was formed on August 7, 2020.

DLF SPV expects to hold investments in first and second lien senior secured loans.

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

DLF Financing SPV LLC (“DLF LLC”) is a Delaware limited liability company that was formed on September 17, 2020.

DLF LLC expects to hold investments in first and second lien senior secured loans.

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.

In accordance with the terms of the subscription agreements (the “Subscription Agreements”) entered into by investors in the Company, the Company’s Board of Directors (the “Board of Directors”) approved a one-year extension of the Investment Period (as defined in the Subscription Agreements) such that the Investment Period will expire on December 23, 2023.

The Company has formed wholly owned subsidiaries for the purpose of holding certain investments in portfolio companies made by the Company.

As of December 31, 2022, the Company’s wholly owned subsidiaries were formed as Delaware limited liability companies and included:

DLF CA SPV LLC (“CA SPV”), DLF SPV LLC (“DLF SPV”), DLF Financing SPV LLC (“DLF LLC”) and DLF Equity Holdings LLC (“DLF Equity Holdings,” and collectively with CA SPV, DLF SPV and DLF LLC, the “subsidiaries”).

The Company consolidates its wholly owned subsidiaries in these consolidated financial statements from the date of the respective subsidiary’s formation.

(2) Summary of Significant Accounting Policies

2 unchanged sentences

As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

The carrying value for all assets and liabilities approximates their fair value.

Use of Estimates

6 unchanged sentences

As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company.

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

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

Accordingly, the Company consolidated the accounts of the Company’s wholly owned subsidiaries in its consolidated financial statements.

All significant intercompany balances and transactions have been eliminated in consolidation.

Cash is carried at cost, which approximates fair value.

The Company deposits its cash with multiple financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.

Foreign Currency Translation

The functional currency of the Company is the U.S.

Investments denominated in foreign currencies are translated into U.S.

Dollars based upon currency exchange rates effective on the last business day of the current reporting period.

Net changes in fair value of investments due to foreign exchange rates fluctuation is recorded as change in unrealized appreciation (depreciation) from translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.

Investment and non-investment activities denominated in foreign currencies, including purchase and sales of investments, borrowings and repayments of debt, income and expenses, are translated into U.S.

dollars based upon currency exchange rates prevailing on the transaction dates.

Investment transactions are recorded on the trade date.

2 unchanged sentences

The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

See Note 5 for further information about fair value measurements.

The Company’s Board of Directors, with the assistance of the Company’s audit committee (the “Audit Committee”), determines the fair value of the Company’s investments in accordance with ASC Topic 820, Fair Value Measurements (“ASC 820”) issued by the FASB.

The Board of Directors has delegated to the Investment Adviser as valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act.

As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors.

ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value is a market-based measurement, not an entity-specific measurement.

For some investments, observable market transactions or market information might be available.

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

However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the investment would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant).

Refer to Note 5 for the Company’s framework for determining fair value, fair value hierarchies, and the composition of the Company’s portfolio.

Revenue Recognition

5 unchanged sentences

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 Statements 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 PIK income on the Consolidated Statements of Operations.

If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status.

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

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

This non-cash source of income is included when determining what must be paid out to stockholders in the form of distributions in order for the Company to maintain its status as a RIC, even though the Company has not yet collected cash.

Dividend income

4 unchanged sentences

Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.

Non-Accrual Income

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full.

4 unchanged sentences

Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Realized Gains/Losses

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.

Organization and Offering Costs

5 unchanged sentences

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.

The Company pays the Investment Adviser a base management fee and an incentive fee under the Investment Advisory Agreement as described in Note 3 below.

The fees are recorded in the Consolidated Statements of Operations.

Deferred Financing Costs

Deferred financing costs represent upfront fees, legal and other direct incremental costs incurred in connection with the Company’s borrowings.

These costs are deferred and will be amortized over the life of the related borrowings using the straight-line method.

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

The Company pays the Investment Adviser a base management fee and an incentive fee under the Investment Advisory Agreement between the Company and the Investment Adviser (the “Investment Advisory Agreement”) as described in Note 3 below.

The fees are recorded on the Consolidated Statements of Operations.

Deferred Financing Costs and Debt Issuance Costs

The Company records upfront fees, legal and other direct costs incurred in connection with the Company’s issuance of revolving debt facilities (the “Deferred Financing Costs”).

These costs are deferred and amortized over the life of the related revolving credit facilities using the straight-line method.

Deferred Financing Costs related to revolving credit facilities are presented separately as an asset on

the Company’s Consolidated Statements of Assets and Liabilities.

The amortization of such Deferred Financing Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses.

The Company records costs related to the issuance of term debt obligations (the “Debt Issuance Costs”) on the consolidated financial statements.

The costs, including upfront fees, legal and other direct costs incurred in connection with the issuance are deferred and amortized over the life of the related term obligation using the straight-line method.

The amortization of Debt Issuance Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses.

Any unamortized Debt Issuance Costs are presented as a reduction to the outstanding term debt principal amount on the Consolidated Statements of Assets and Liabilities.

The Company has elected to be treated as a RIC under Subchapter M of the Code.

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

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

federal excise tax.

For the year ended December 31, 2022 and December 31, 2021, the Company accrued $334 and $80 of U.S.

federal excise tax, respectively.

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

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New Accounting Standards

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update 2020-04 (“ASU 2020-04”) “Reference Rate Reform (Topic 848):

In March 2020, the FASB issued Accounting Standards Update 2020-04 (“ASU 2020-04”) “Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This accounting update provides optional accounting relief to entities with contracts, hedge accounting relationships or other transactions that reference LIBOR or other interest rate benchmarks for which the referenced rate is expected to be discontinued or replaced.

This optional relief generally allows for contract modifications solely related to the replacement of the reference rate to be accounted for as a continuation of the existing contract instead of as an extinguishment of the contract, and would therefore not trigger certain accounting impacts that would otherwise be required.

The optional relief can be applied beginning January 1, 2020 and ending December 31, 2022.

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

In December 2022, the FASB issued ASU No.

2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024.

The Company adopted the accounting relief on January 1, 2022, and noted no material impact on the consolidated financial statements, as relevant contract relationship modifications are made during the course of the reference rate reform transition period.

(3) Related Party Transactions

Placement Agent Agreement

On August 30, 2019, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Morgan Stanley Distribution Inc.

(the “Paying Agent”), Morgan Stanley Smith Barney LLC (the “Placement Agent”) and the Investment Adviser.

Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates will assist in the placement of common stock in the Company’s private offerings.

The Company is not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement.

Payments will be made by the Investment Adviser to the Placement Agent.

To the extent the Paying Agent receives any payments it will remit the payment to the Placement Agent.

Investment Advisory Agreement

On November 25, 2019, the Company’s Board of Directors (the “Board of Directors”), including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”), approved the Investment Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, Section 15(c) of the Investment Company Act.

On November 25, 2019, the Company entered into the Investment Advisory Agreement.

The Investment Advisory Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors or the Company’s stockholders, including, in each case, a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”).

The renewal of the Investment Advisory Agreement was most recently approved in August 2022.

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

a base management fee (the “Base Management Fee”) and an incentive fee.

The cost of both the Base Management Fee and the incentive fee will ultimately be borne by the stockholders.

The cost of both the Base Management Fee and the incentive fee are ultimately be borne by the stockholders.

Base Management Fee

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

Prior to listing the Company on an exchange, the Adviser has agreed to irrevocably waive the portion of the Base Management Fee in excess of 0.25% of the Company’s average gross assets calculated in accordance with the Investment Advisory Agreement.

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

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

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

For the year ended December 31, 2022, December 31, 2021 and December 31, 2020, Base Management Fees were $6,679, $3,465 and $560 net of waiver, respectively.

As of December 31, 2022 and December 31, 2021, $1,783 and $1,306 were payable to the Investment Adviser relating to Base Management Fees.

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

The second part of the incentive fee is determined on realized capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 17.5% of the realized capital gains, if any, on a cumulative basis from the date of our election to be regulated as a business development company through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”).

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

GAAP, the Company is required to accrue an incentive fee on capital gains, including unrealized capital appreciation even though such unrealized capital appreciation is not included in calculating the incentive fee payable under the Investment Advisory Agreement.

If such amount is positive at the end of a period, then the Company will record an incentive fee on capital gain incentive fee equal to 17.5% of such amount, less the aggregate amount of any previously paid capital gain incentive fees.

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

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.

If such amount is positive at the end of a period, then the Company records an incentive fee on capital gain incentive fee equal to 17.5% of such amount, less the aggregate amount of any previously paid capital gain incentive fees.

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

For the year ended December 31, 2022, December 31, 2021 and December 31, 2020, $26,635, $15,852 and $2,517, respectively, of income based incentive fees were accrued to the Investment Adviser.

For the year ended December 31, 2022, $2,441 of previously accrued capital gains incentive fees to the Investment Adviser were reversed due to net changes in unrealized depreciation on investments during the period.

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.

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Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.

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, 2022, $8,118 and $0 were payable to the Investment Adviser relating to income based incentive fees and capital gains incentive fees payable.

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.

Administration Agreement

MS Private Credit Administrative Services LLC, f/k/a MS BDC Administrative Services LLC (the “Administrator”), is the administrator of the Company pursuant to an administration agreement (the “Administration Agreement”).

MS Private Credit Administrative Services LLC (the “Administrator”) is the administrator of the Company pursuant to an administration agreement (the “Administration Agreement”).

The Administrator is an indirect, wholly owned subsidiary of Morgan Stanley.

Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements from the Company equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to the Company’s Chief Compliance Officer and Chief Financial Officer.

Reimbursement under the Administration Agreement occurs quarterly in arrears.

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.

The Administration Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors, which most recently approved the renewal of the Administration Agreement in August 2022.

For the year ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company incurred $72, $212 and $183, respectively, in expenses under the Administration Agreement, which were recorded in administrative service fees 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, 2022 and December 31, 2021 were $110 and $266, respectively.

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If actual organization and offering costs incurred exceed the greater of $1,000 or 0.10% of the Company’s total Capital Commitments, the Investment Adviser or its affiliate will bear the excess costs.

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”).

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 cost of $230 was waived.

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.

For the year ended December 31, 2022, the Company did not incur any organization costs.

The Investment Adviser recaptured $44 of previously waived amounts from the Company since actual offering and organizational expenses incurred from May 30, 2019 (inception) as a result of additional closings of investor commitments.

For the year ended December 31, 2021, the Company incurred $42 towards organization cost and amortization of offering cost, and the Investment Adviser recaptured $98 of previously waived amounts from the Company.

For the year ended December 31, 2020, the Company incurred $676 towards organization cost and amortization of offering cost, and the Investment Adviser waived $230 as part of Expense Support.

As of December 31, 2022, the Company reimbursed the Investment Adviser organization and offering costs incurred and there was no organization and offering costs in payable to affiliates and accrued expenses and other liabilities on 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.

The Company entered into the License Agreement with Morgan Stanley under which Morgan Stanley Investment Management, Inc.

has granted the Company a non-exclusive, royalty-free license to use the name “Morgan Stanley” for specified purposes in the Company’s business.

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

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

Placement Agent Agreement

On August 30, 2019, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Morgan Stanley Distribution Inc.

(the “Paying Agent”), Morgan Stanley Smith Barney LLC (the “Placement Agent”) and the Investment Adviser.

Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates will assist in the placement of Common Stock in the Company’s private offerings.

The Company is not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement.

Payments are made by the Investment Adviser to the Placement Agent.

To the extent the Paying Agent receives any payments it remits the payment to the Placement Agent.

MS Credit Partners Holdings Investment

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.

MS Credit Partners Holdings, Inc., or MS Credit Partners Holdings, an indirect, wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, made an aggregate capital commitment of $200.0 million to us pursuant to a subscription agreement initially entered into in December 2019.

As of December 31, 2022 and December 31, 2021, MS Credit Partners Holdings held approximately 11.9% and 12.5% of the Company’s outstanding shares of common stock, respectively.

Morgan Stanley has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.

Morgan Stanley & Co.

Related Transactions

Morgan Stanley & Co.

LLC, a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, served as an initial purchaser in connection with the private placement of the Company’s 2027 Notes (as defined below in Note 6) and received fees of $213 for the year ended December 31, 2022, under the purchase agreement entered into by the Company in connection with such private placement.

Morgan Stanley & Co.

LLC served as a co-agent in connection with the private placement of the Company’s 2025 Notes (as defined below in Note 6) and received fees of $138 for the year ended December 31, 2022.

(4) Investments

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:

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

December 31, 2022 December 31, 2021

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December 31, 2022 December 31, 2021

Aerospace and Defense 1.7 % — %

Air Freight and Logistics 0.5 —

Aerospace & Defense 1.8 % 1.7 %

Air Freight & Logistics 1.1 0.5

Auto Components 3.8 3.3

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Biotechnology 0.5 0.6

Chemicals 0.6 —

Commercial Services & Supplies 11.2 13.0

Construction and Engineering 1.5 —

Construction & Engineering 1.3 1.5

Containers & Packaging 1.6 1.6

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Industrial Conglomerates 0.2 1.8

Insurance 17.1 19.4

Insurance Services 15.7 17.1

Interactive Media & Services 3.5 3.8

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Multi-Utilities 0.6 0.4

Oil, Gas & Consumable Fuels 0.0 (1) —

Pharmaceuticals 0.4 —

Professional Services 3.2 4.0

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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, 2021 and December 31, 2020 at cost and fair value were as follows:

(1) Amount rounds to 0.0%.

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

December 31, 2022 December 31, 2021

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Investments at

Australia $ 10,187 $ 9,870 0.3 % $ — $ — — %

Canada 108,820 105,764 3.7 81,935 81,386 3.4

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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.

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.

The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics.

Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

Financial instruments with readily available quoted prices, or for which fair value can be measured

from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

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

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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 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.

The Company will not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level 2—inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date.

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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 determines 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 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.

Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Valuation Designee or the Board of Directors, does not represent fair value, each is valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available.

These valuation techniques may vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses.

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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:

The Valuation Designee, under the supervision of the Board of Directors undertakes a multi-step valuation process each quarter, as described below:

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

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

3) the Board 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.

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

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

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

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

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

Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period.

Generally, reclassifications are primarily due to increase/decrease of price transparency.

The following tables present the fair value hierarchy of investments:

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Total $ 2,873,588

(1) The Company, as a practical expedient, estimates the fair value of its investment in Help HP SCF Investor, LP using the net asset value of the Company’s member’s interest in the entity.

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

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 members’ interest in the entity.

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

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, 2022:

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Investments in first lien debt $ 2,624,749 Yield Analysis Discount Rate 9.20 % 20.44 % 11.27 %

44,000 Transaction Price Recent Transaction 100 % 100 % 100 %

Investments in second lien debt $ 122,891 Yield Analysis Discount Rate 12.14 % 17.20 % 14.24 %

Investments in other securities:

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

Unsecured debt $ 1,826 Income Approach Discount Rate 16.60 % 16.60 % 16.60 %

372 Market Approach EBITDA Multiple 9.00x 9.00x 9.00x

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

Preferred equity 16,076 Income Approach Discount Rate 12.20 % 15.69 % 13.62 %

963 Market Approach Revenue Multiple 8.78x 8.78x 8.78x

Common equity 15,877 Market Approach EBITDA Multiple 8.10x 18.70x 13.25x

Total investment in other securities 27,973

1,281 Market Approach Revenue Multiple 10.20x 10.20x 10.20x

Total investments in other securities $ 36,395

Total Investments $ 2,828,035

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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 2,959 Market Approach EBITDA Multiple 9.15x 10.01x 9.71x

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 investments in other securities $ 27,973

Total Investments $ 2,356,559

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An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.

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

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 were as follows:

The Company’s debt, including its credit facilities, 2027 Notes (as defined below in Note 6) and 2025 Notes (as defined below in Note 6), are presented at carrying value on the Consolidated Statements of Assets and Liabilities.

The fair value of the Company’s 2027 Notes is based on vendor pricing received by the Company, which is categorized as Level 2 within the fair value hierarchy, and as of December 31, 2022, the fair value of the Company’s 2027 Notes was $394,995.

The fair value of the Company’s credit facilities and 2025 Notes are estimated using Level 3 inputs by discounting remaining payments using the appropriate discount rates, if available.

The carrying value and fair value of the Company’s debt were as follows:

December 31, 2022 December 31, 2021

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Truist Credit Facility 432,254 432,254 476,000 476,000

2027 Notes (1)

419,498 394,995 — —

2025 Notes (1)

271,723 275,000 — —

Total $ 1,523,475 $ 1,502,249 $ 1,249,850 $ 1,249,850

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

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

(1) The carrying value of the Company’s 2027 Notes and 2025 Notes were presented net of unamortized debt issuance costs of $4,622 and $3,277, and unamortized original issuance discount of $881 and $—, respectively.

CIBC Subscription Facility

On December 31, 2019, the Company entered into a revolving credit agreement (the “CIBC Subscription Facility”) with CIBC Bank USA as administrative agent and arranger, which was subsequently amended on February 3, 2020 and November 17, 2020.

The maximum principal amount of the CIBC Subscription Facility, which was $100.0 million as of December 31, 2019, was increased to $400.0 million on November 17, 2020.

The CIBC Subscription Facility allows the Company to borrow up to $400.0 million at any one time outstanding, subject to certain restrictions, including availability under the borrowing base, which is based on unused Capital Commitments.

The amount of permissible borrowings under the CIBC Subscription Facility may be increased to up to an aggregate amount of $500.0 million with the consent of the lenders.

The CIBC Subscription Facility has a maturity date of December 31, 2022.

The CIBC Subscription Facility bears interest at a rate at the Company’s election of either (i) the per annum one-, two-, or three-month LIBOR, divided by a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities, plus 1.65% or (ii) the prime rate plus 0.65%, as calculated under the CIBC Subscription Facility.

On December 31, 2019, the Company entered into a revolving credit agreement with CIBC Bank USA as administrative agent and arranger, which was subsequently amended on February 3, 2020, November 17, 2020, January 18, 2022 and February 3, 2022 (as amended, the “CIBC Subscription Facility”).

The maximum revolving commitment of CIBC Subscription Facility was permanently reduced to $0 effective December 31, 2022, upon maturity.

The CIBC Subscription Facility allows the Company to borrow up to the maximum revolving commitment at any one time outstanding, subject to certain restrictions, including availability under the borrowing base, which is based on unused Capital Commitments.

The CIBC Subscription Facility bears interest at a rate at the Company’s election of either (i) the per annum one or three-month LIBOR, divided by a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities, plus 1.65% or (ii) the prime rate plus 0.65%, as calculated under the CIBC Subscription Facility.

The CIBC Subscription Facility is secured by the unfunded commitments of certain stockholders of the Company.

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.

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

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

For the Year Ended

December 31, 2021 December 31, 2020

December 31, 2022 December 31, 2021 December 31, 2020

Borrowing interest expense $ 8,312 $ 6,379 $ 2,247

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Weighted average outstanding balance $ 262,184 $ 354,810 $ 114,431

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.

For the year ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company borrowed $—, $431,500 and $612,350, and repaid $310,350, $455,000 and $278,500, respectively, under the CIBC Subscription Facility.

As of December 31, 2022 and December 31, 2021, the Company had $— and $310,350 outstanding under the CIBC Subscription Facility, respectively.

2 unchanged sentences

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.

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

As of December 31, 2022, the borrowing capacity under the BNP Funding Facility was $600,000.

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

The obligations of DLF LLC under the BNP Funding Facility are secured by the assets held by DLF LLC.

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

1 unchanged sentence

For the Year Ended

December 31, 2021 December 31, 2020

December 31, 2022 December 31, 2021 December 31, 2020

Borrowing interest expense $ 15,376 $ 8,559 $ —

4 unchanged sentences

Weighted average outstanding balance $ 389,216 $ 340,437 $ —

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.

For the year ended December 31, 2022 and December 31, 2021, the Company borrowed $113,000 and $538,500, and repaid $176,500 and $75,000 under the BNP Funding Facility, respectively.

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

As of December 31, 2022 and December 31, 2021, the Company had $400,000 and $463,500 outstanding under the BNP Funding Facility, respectively.

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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.

On July 16, 2021, the Company entered into a Senior Secured Revolving Credit Agreement with Truist Bank, as amended on December 3, 2021 and May 20, 2022 (the “Truist Credit Facility”).

The maximum principal amount of the Truist Credit Facility is $975,000, subject to availability under the borrowing base.

The Truist Credit Facility includes an uncommitted accordion feature that, as of December 31, 2022, allows the Company, under certain circumstances, to increase the borrowing capacity to up to $1,500,000.

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”).

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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

The Company pays letter of credit participation fees and a fronting fee on the average daily amount of any letter of credit issued and outstanding under the Truist Credit Facility, as applicable.

The Truist Credit Facility has a maturity date of July 16, 2026.

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

For the Year Ended December 31, 2022 From July 16, 2021 to

December 31, 2021

Borrowing interest expense $ 11,959 $ 2,145

4 unchanged sentences

Weighted average outstanding balance $ 320,955 $ 218,189

(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).

For the year ended December 31, 2022 and from July 16, 2021 to December 31, 2021, the Company borrowed $754,246 and $544,000, and repaid $798,000 and $68,000 under the Truist Credit Facility.

As of December 31, 2022 and December 31, 2021, the Company had $432,254 and $476,000 outstanding under the Truist Credit Facility, respectively.

As of December 31, 2022 and December 31, 2021, the Company had $538,521 and $499,000, respectively, of available capacity under the Truist Credit Facility (subject to borrowing base restrictions).

Unsecured Notes

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

The 2027 Notes will mature on February 11, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the indenture governing the 2027 Notes.

The 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

Pursuant to a Registration Statement on Form N-14 (File No.

333-264774), on July 20, 2022, the Company closed an exchange offer in which holders of the 2027 Notes that were restricted because they were issued in a private placement were offered the opportunity to exchange such notes for new, registered notes with substantially identical terms.

Through this exchange offer, holders representing 85.87% of the outstanding principal of the then restricted 2027 Notes obtained registered unrestricted 2027 Notes.

The summary information of 2027 Notes is as follows:

For the year ended December 31, 2022

Borrowing interest expense $ 17,000

Accretion of original issuance discount 190

Amortization of debt issuance costs 996

Total $ 18,186

Stated interest rate 4.50 %

On September 13, 2022, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $275,000 in aggregate principal amount of Series A Senior Notes due September 13, 2025 (the “2025 Notes”) to certain qualified institutional investors in a private placement.

The 2025 Notes were delivered and paid for on September 13, 2022, subject to certain customary closing conditions.

The 2025 Notes have a fixed interest rate of 7.55% per year.

The 2025 Notes will mature on September 13, 2025 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the Note Purchase Agreement.

Interest on the 2025 Notes is due semiannually in February and August of each year.

Subject to the terms of the Note Purchase Agreement, the Company may redeem the 2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before June 13, 2025, a make-whole premium.

The Company’s obligations under the Note Purchase Agreement are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The summary information of 2025 Notes is as follows:

For the year ended December 31, 2022

Borrowing interest expense $ 6,229

Amortization of debt issuance costs 365

Total $ 6,594

Stated interest rate 7.55 %

The Company’s debt obligations were as follows.

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CIBC Subscription Facility (1)

$ — $ — $ — $ 400,000 $ 310,350 $ 89,650

BNP Funding Facility 600,000 400,000 200,000 600,000 463,500 136,500

Truist Credit Facility (2)(3)

975,000 432,254 538,521 975,000 476,000 499,000

2027 Notes (4)

425,000 425,000 — — — —

2025 Notes (4)

275,000 275,000 — — — —

Total $ 2,275,000 $ 1,532,254 $ 738,521 $ 1,975,000 $ 1,249,850 $ 725,150

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.

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

(2) As of December 31, 2022, $4,225 letter of credit was outstanding, which reduced the unused availability under the Truist Credit Facility of the same amount.

As of December 31, 2021, no letter of credit was outstanding.

(3) Under the Truist Credit Facility, the Company may borrow in U.S.

dollars or certain other permitted currencies.

As of December 31, 2022, the Company had borrowings denominated in Euros (EUR) of 238.

As of December 31, 2021, the Company did not have any borrowings denominated in Euros (EUR) or other permitted currencies.

(4) The carrying value of the Company’s 2027 Notes and 2025 Notes were presented on the Consolidated Statements of Assets and Liabilities net of unamortized debt issuance costs of $4,622 and $3,277, and unamortized original issuance discount of $881 and $—, respectively.

The combined weighted average interest rate of the aggregate borrowings outstanding for the year ended December 31, 2022, December 31, 2021 and December 31, 2020 was 4.05%, 2.12% and 1.93%, respectively.

The combined weighted average debt of the aggregate borrowings outstanding for the year ended December 31, 2022, December 31, 2021 and December 31, 2020 was $1,432,492, $796,272 and $114,431, respectively.

As of December 31, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of each of the credit facilities, the 2027 Notes and the 2025 Notes.

(7) Commitments and Contingencies

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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

December 31, 2022 December 31, 2021 December 31, 2020

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

Net investment income/(loss) after taxes 128,010 72,929 10,635

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

Accumulated net realized gain (loss) 537 1,895 2,154

Net unrealized appreciation (depreciation) (80,005) 8,431 5,508

Dividend declared (72,315) (13,926) —

Tax reclassification of stockholders’ equity (Note 10) 140 1,487 —

Dividends declared (119,437) (72,315) (13,926)

Tax reclassification of stockholders’ equity 334 140 1,487

Net distributable earnings (accumulated losses), end of period $ (54,779) $ 15,782 $ 4,702

The following table summarizes the amount of capital drawdowns and total shares issued pursuant to the Subscription Agreements for the year ended December 31, 2022 (dollar amounts in millions):

Share Issuance Date Shares Issued Amount

May 16, 2022 3,548,132 $ 74.9

July 28, 2022 3,903,231 79.8

December 23, 2022 4,775,721 94.6

Total 12,227,084 $ 249.3

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):

9 unchanged sentences

Total 41,160,793 $ 862.5

Share Issuance Date Shares Issued Amount

February 5, 2020 2,874,810 $ 57.50

March 27, 2020 2,410,313 44.95

June 26, 2020 769,194 14.95

August 11, 2020 2,002,070 39.98

September 28, 2020 3,504,634 69.99

December 1, 2020 3,410,138 69.98

Total 14,971,159 $ 297.35

The following table summarizes the Company’s distributions declared and payable for the year ended December 31, 2022:

5 unchanged sentences

Total Distributions $ 1.92 $ 119,437

(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, 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

2 unchanged sentences

Total Distributions $ 2.07 $ 72,315

(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.

(1) Includes a special distribution of $0.11 per share for the year ended December 31, 2021.

The Company adopted an “opt in” dividend reinvestment plan (the “DRIP”).

As a result, the Company’s 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.

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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:

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

Payment Date DRIP Shares Value DRIP Shares Issued

4 unchanged sentences

Total $ 30,322 1,471,567

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:

The following table summarizes the DRIP shares issued to stockholders who have “opted in” to the DRIP for 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

4 unchanged sentences

For the Year Ended

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

Denominator for basic and diluted earnings per share - weighted average shares outstanding 31,159,302 7,559,426

December 31, 2022 December 31, 2021 December 31, 2020

Numerator - net increase/(decrease) in net assets resulting from operations $ 48,542 $ 83,255 $ 18,297

Denominator - weighted average shares outstanding 61,676,363 31,159,302 7,559,426

Basic and diluted earnings per share $ 0.79 $ 2.67 $ 2.42

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

(10) Income Taxes

For income tax purposes, distributions made to the Company’s stockholders are reported as ordinary income, capital gains, or a combination thereof.

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

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

The tax character of distributions made were as follows:

For the Year Ended

December 31, 2022 December 31, 2021 December 31, 2020

Distributions paid from:

Ordinary income (including net short-term capital gains) $ 119,433 $ 72,315 $ 13,926

Net long-term capital gains 4 — —

Total taxable distributions $ 119,437 $ 72,315 $ 13,926

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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:

December 31, 2021 December 31, 2020

December 31, 2022 December 31, 2021 December 31, 2020

Paid-in capital in excess of par value $ (334) $ (140) $ (1,487)

Net distributable earnings (accumulated losses) $ 334 $ 140 $ 1,487

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

The cost and unrealized gain (loss) on the Company’s consolidated financial instruments, as calculated on a tax basis, were as follows (amounts calculated using book-to-tax differences as of the most recent fiscal year ended December 31, 2022, December 31, 2021 and December 31, 2020):

December 31, 2022 December 31, 2021 December 31, 2020

Gross unrealized appreciation $ 6,529 $ 18,635 $ 5,121

5 unchanged sentences

For the Year Ended

December 31, 2021 December 31, 2020

December 31, 2022 December 31, 2021 December 31, 2020

Per Share Data:

1 unchanged sentence

Net investment income (loss)

2.08 2.34 1.41

Net unrealized and realized gain (loss) (2)

(1.26) 0.52 (0.28)

Net increase (decrease) in net assets resulting from operations 0.82 2.86 1.13

Distributions declared (2.07) (1.30)

Dividends declared (1.92) (2.07) (1.30)

Issuance of common stock — 0.04 0.25

4 unchanged sentences

3.99 % 14.83 % 7.07 %

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

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

Net assets, end of period $ 1,397,305 $ 1,188,587 $ 301,620

7 unchanged sentences

9.97 % 10.55 % 6.62 %

Ratio of total contributed capital to total committed capital, end of period 86.48 % 88.87 % 20.57 %

Asset coverage ratio 191.19 % 195.10 % 190.35 %

1 unchanged sentence

(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.

(2) For the year ended December 31, 2022, 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 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.

3 unchanged sentences

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

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.

On January 31, 2023, the Company entered into an amendment (the “Third Amendment”) to the Truist Credit Facility.

The Third Amendment amended certain terms of the Truist Credit Facility, including, but not limited to (a) increase the maximum borrowing capacity of the Truist Credit Facility to $1,120,000,000, (b) revise the interest rate for borrowings under the Truist Credit Facility such that borrowings bear interest at a per annum rate equal to (x) for loans for which the Company elects the alternate base rate option, the “alternate base rate” (which is the highest of (A) the prime rate as publicly announced by Truist, (B) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5%, and (C) one month Term SOFR (as defined in the Truist Credit Facility) plus 1% per annum) plus 0.875%, and (y) for loans for which the Company elects the term benchmark option, Term SOFR, for borrowings denominated in U.S.

dollars, or the applicable term benchmark rate for borrowings denominated in certain foreign currencies, in each case for the related interest period for such borrowing plus 1.875% per annum or such other applicable margin as is applicable to such foreign currency borrowings, and (c) extend the maturity date of the Truist Credit Facility to January 31, 2028 with respect to the loans and commitments held by the lenders who consented to the maturity extension.

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