Morgan Stanley Direct Lending Fund 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are subject to financial market risks, including valuation risk, market risk and interest rate risk. 79 Table of Contents Valuation Risk We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of portfolio companies. During periods of market dislocation, we will seek to invest prudently in the secondary loan market to provide our investors better risk adjusted returns while adhering to our core investment tenants. 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. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material. Market Risk The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level, may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on a company’s investments and net asset value and can lead to increased market volatility. See “ Item 1A. 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 We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. As of 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 Basis Point Change - Interest Rates Income Expense Income Up 300 basis points $ 88,056 $ (24,968) $ 63,088 Up 200 basis points $ 58,704 $ (16,645) $ 42,059 Up 100 basis points $ 29,352 $ (8,323) $ 21,029 Down 100 basis points $ (29,352) $ 8,323 $ (21,029) Down 200 basis points $ (58,704) $ 16,645 $ (42,059) Down 300 basis points $ (86,780) $ 24,968 $ (61,812) We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts or our credit facilities, subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this report, we did not engage in interest rate hedging activities. 80 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data Table of contents Report of Independent Registered Public Accounting Firm 82 Consolidated Statements of Assets and Liabilities as of December 31, 2022 and 2021 83 Consolidated Statements of Operations for the Year ended December 31, 2022, December 31, 2021, and December 31, 2020 84 Consolidated Statements of Changes in Net Assets for the Year ended December 31, 2022, December 31, 2021, and December 31, 2020 85 Consolidated Statements of Cash Flows for the Year ended December 31, 2022, December 31, 2021, and December 31, 2020 86 Consolidated Schedule of Investments as of December 31, 2022 and 2021 88 Notes to the Consolidated Financial Statements 122 81 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Morgan Stanley Direct Lending Fund 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, 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 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2022 and 2021, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion. /s/Deloitte & Touche LLP New York, NY March 9, 2023 We have served as the Company's auditor since 2019. 82 Table of Contents Morgan Stanley Direct Lending Fund Consolidated Statements of Assets and Liabilities (In thousands, except share and per share amounts) As of December 31, 2022 December 31, 2021 Assets Non-controlled/non-affiliated investments, at fair value (amortized cost of $2,939,646 and $2,373,435 at December 31, 2022 and December 31, 2021, respectively) $ 2,873,588 $ 2,387,374 Cash 81,215 74,153 Deferred financing costs 7,624 11,587 Interest and dividend receivable from non-controlled/non-affiliated investments 20,911 11,740 Subscription receivable 2,556 7,850 Receivable for investments sold/repaid 188 301 Prepaid expenses and other assets 40 268 Total assets 2,986,122 2,493,273 Liabilities 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 Financing costs payable — 4,234 Dividends payable 33,058 29,691 Management fees payable 1,783 1,306 Income based incentive fees payable 8,118 5,886 Capital gains based incentive fees payable — 2,773 Interest payable 17,019 3,281 Accrued expenses and other liabilities 3,278 3,234 Total liabilities 1,588,817 1,304,686 Commitments and Contingencies (Note 7) Net Assets Common stock, par value $0.001 (100,000,000 shares authorized and 70,536,678 and 56,838,027 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively) 71 57 Paid-in capital in excess of par value 1,452,013 1,172,748 Net distributable earnings (accumulated losses) (54,779) 15,782 Total net assets $ 1,397,305 $ 1,188,587 Total liabilities and net assets $ 2,986,122 $ 2,493,273 Net asset value per share $ 19.81 $ 20.91 The accompanying notes are an integral part of these consolidated financial statements 83 Table of Contents Morgan Stanley Direct Lending Fund Consolidated Statements of Operations (In thousands, except share and per share amounts) For the Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Investment Income: From non-controlled/non-affiliated investments: Interest income $ 223,119 $ 108,277 $ 20,269 Payment-in-kind interest income 1,626 1,021 9 Dividend income 1,488 409 — Other income 4,360 10,109 1,625 Total investment income 230,593 119,816 21,903 Expenses: Interest expense and other financing expenses 67,182 21,015 3,725 Management fees 26,715 13,860 2,238 Income based incentive fees 26,635 15,852 2,517 Capital gains incentive fees (2,441) 1,809 1,341 Professional fees 3,206 2,440 1,654 Organization and offering costs — 42 676 Directors’ fees 362 336 349 Administrative service fees 72 212 183 General and other expenses 510 1,538 493 Total expenses 122,241 57,104 13,176 Expense support (Note 3) 44 98 (230) Management fees waiver (Note 3) (20,036) (10,395) (1,678) Net expenses 102,249 46,807 11,268 Net investment income (loss) before taxes 128,344 73,009 10,635 Excise tax expense 334 80 — Net investment income/(loss) after taxes 128,010 72,929 10,635 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 Net increase (decrease) in net assets resulting from operations $ 48,542 $ 83,255 $ 18,297 Per share information—basic and diluted Net investment income (loss) per share: $ 2.08 $ 2.34 $ 1.41 Earnings per share: $ 0.79 $ 2.67 $ 2.42 Weighted average shares outstanding (Note 9): 61,676,363 31,159,302 7,559,426 The accompanying notes are an integral part of these consolidated financial statements 84 Table of Contents Morgan Stanley Direct Lending Fund Consolidated Statements of Changes in Net Assets (In thousands) 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) Increase (decrease) in net assets resulting from operations: Net investment income (loss) 128,010 72,929 10,635 Net realized gain (loss) 537 1,895 2,154 Net change in unrealized appreciation (depreciation) (80,005) 8,431 5,508 Net increase (decrease) in net assets resulting from operations 48,542 83,255 18,297 Capital transactions: Issuance of common stock 249,291 862,455 297,347 Reinvestment of dividends 30,322 13,572 1,023 Dividends declared (119,437) (72,315) (13,926) Net increase (decrease) in net assets resulting from capital transactions 160,176 803,712 284,444 Total increase (decrease) in net assets 208,718 886,967 302,741 Net assets at end of period $ 1,397,305 $ 1,188,587 $ 301,620 The accompanying notes are an integral part of these consolidated financial statements 85 Table of Contents Morgan Stanley Direct Lending Fund Consolidated Statements of Cash Flows (In thousands) For the Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Cash flows from operating activities: Net increase (decrease) in net assets resulting from operations $ 48,542 $ 83,255 $ 18,297 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 80,005 (8,431) (5,508) Net realized (gain) loss on investments (537) (1,895) (2,154) Net accretion of discount and amortization of premium on investments (11,418) (10,133) (3,606) Payment-in-kind interest and dividend capitalized (2,714) (1,179) (9) 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 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 and dividend receivable from non-controlled/non-affiliated investments (9,171) (9,460) (2,280) (Increase) decrease in prepaid expenses and other assets 228 (70) 23 (Decrease) increase in payable to affiliates (2,345) 2,571 461 (Decrease) increase in management fees payable 477 1,011 295 (Decrease) increase in incentive fees payable (541) 5,770 2,889 (Decrease) increase in interest payable 13,738 2,127 1,154 (Decrease) increase in accrued expenses and other liabilities 44 1,186 1,540 Net cash provided by (used in) operating activities (429,835) (1,661,288) (613,351) Cash flows from financing activities: Borrowings on debt 1,566,175 1,514,000 612,350 Repayments on debt (1,284,850) (598,000) (278,500) 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) Proceeds from issuance of common stock 254,585 854,605 297,347 Offering costs paid — (6) (100) Net cash provided by (used in) financing activities 436,897 1,724,178 624,579 Net increase (decrease) in cash 7,062 62,890 11,228 Cash, beginning of period 74,153 11,263 35 Cash, end of period $ 81,215 $ 74,153 $ 11,263 86 Table of Contents Morgan Stanley Direct Lending Fund Consolidated Statements of Cash Flows (In thousands) Supplemental information and non-cash activities: Excise tax paid $ 57 $ 5 $ — Interest expense paid $ 48,565 $ 14,956 $ 1,094 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 The accompanying notes are an integral part of these consolidated financial statements 87 Table of Contents 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 First Lien Debt Aerospace and Defense 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. (5) (6) (7) L + 6.25% 10.98% 04/22/2027 18,232 18,093 17,636 1.26 PCX Holding Corp. (5) (7) L + 6.25% 10.98% 04/22/2027 18,356 18,064 17,756 1.27 PCX Holding Corp. (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 Automobiles ARI Network Services, Inc. (5) (6) (8) S + 5.50% 9.92% 02/28/2025 20,723 20,465 20,134 1.44 88 Table of Contents 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 Chemicals 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 89 Table of Contents 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 90 Table of Contents 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 Distributors 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 91 Table of Contents 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 Smarsh, Inc. (5) (8) S + 6.50% 11.29% 02/16/2029 4,286 4,208 4,126 0.30 Smarsh, Inc. (5) (8) (13) S + 6.50% 11.29% 02/16/2029 536 521 496 0.04 Smarsh, Inc. (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 92 Table of Contents 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 iCIMS, Inc. (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 93 Table of Contents 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) Peter C. Foy & Associates Insurance Services, LLC (5) (8) S + 6.00% 11.12% 11/01/2028 910 897 866 0.06 Peter C. Foy & Associates Insurance Services, LLC (5) (8) (13) S + 6.00% 11.12% 11/01/2028 1,985 1,955 1,874 0.13 Peter C. Foy & Associates Insurance Services, LLC (5) (8) L + 6.00% 11.21% 11/01/2028 17,793 17,638 16,930 1.21 Peter C. Foy & Associates Insurance Services, LLC (5) (8) (13) L + 6.00% 11.21% 11/01/2028 4,942 4,899 4,703 0.34 Peter C. 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 94 Table of Contents 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 IT Services Atlas Purchaser, Inc. (6) (8) L + 5.25% 9.81% 05/08/2028 8,922 8,778 6,225 0.45 Donuts, Inc. (5) (6) (7) S + 6.00% 10.43% 12/29/2027 18,375 18,108 17,910 1.28 Donuts, Inc. (5) (7) S + 6.00% 10.43% 12/29/2027 6,735 6,735 6,565 0.47 Donuts, Inc. (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 95 Table of Contents 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 Machinery 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 0.00 399 390 0.03 Pharmaceuticals Caerus US 1, Inc. (5) (8) (10) S + 5.75% 9.83% 05/25/2029 11,121 10,903 10,903 0.78 96 Table of Contents 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 Software 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 97 Table of Contents 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 Kaseya, Inc. (5) (8) S + 5.75% 10.33% 06/25/2029 14,099 13,899 13,484 0.97 Kaseya, Inc. (5) (8) (13) S + 5.75% 10.33% 06/25/2029 — (6) (37) 0.00 Kaseya, Inc. (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 98 Table of Contents 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 Aptean, Inc. (8) S + 7.00% 11.74% 04/23/2027 5,950 5,950 5,459 0.39 IT Services Help/Systems Holdings, Inc. (5) (8) S + 6.75% 10.94% 11/19/2027 17,500 17,500 16,189 1.16 Idera, Inc. (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 Software 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 % 99 Table of Contents 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 % 100 Table of Contents 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 % 101 Table of Contents 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) 102 Table of Contents 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) Donuts, Inc. 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 — 103 Table of Contents 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) Kaseya, Inc. 0.50% Delayed Draw Term Loan 06/22/2024 856 (37) Kaseya, Inc. 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) 104 Table of Contents 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) Peter C. Foy & Associates Insurance Services, LLC 1.00% Delayed Draw Term Loan 12/14/2023 292 (14) Peter C. 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) Smarsh, Inc. 1.00% Delayed Draw Term Loan 02/18/2024 536 (20) Smarsh, Inc. 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) 105 Table of Contents 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) 106 Table of Contents 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 Two Six Labs, LLC (5) (8) (13) L + 5.50% 6.25% 08/20/2027 — (40) (43) 0.00 Two Six Labs, LLC (5) (8) (13) L + 5.50% 6.25% 08/20/2027 — (40) (21) 0.00 38,993 39,370 3.31 Air Freight & Logistics Omni Intermediate Holdings, LLC (5) (7) L + 5.00% 6.00% 12/30/2026 10,621 10,516 10,516 0.88 Omni Intermediate Holdings, LLC (5) (7) (13) L + 5.00% 6.00% 12/30/2026 1,195 1,176 1,176 0.10 Omni Intermediate Holdings, LLC (5) (7) (13) L + 5.00% 6.00% 12/30/2025 266 256 256 0.02 11,948 11,948 1.01 Auto Components CC SAG Holdings Corp. (Spectrum Automotive) (5) (6) (8) L + 5.75% 6.50% 06/29/2028 23,890 23,553 23,613 1.99 CC SAG Holdings Corp. (Spectrum Automotive) (5) (8) (13) L + 5.75% 6.50% 06/29/2028 2,167 2,105 2,091 0.18 CC SAG Holdings Corp. (Spectrum Automotive) (5) (8) (13) L + 5.75% 6.50% 06/29/2027 — (12) (10) 0.00 Sonny’s Enterprises, Inc. (5) (7) L + 5.50% 6.50% 08/05/2026 7,075 6,938 6,938 0.58 Sonny’s Enterprises, Inc. (5) (6) (7) L + 6.75% 7.75% 08/05/2026 5,414 5,321 5,321 0.45 Sonny’s Enterprises, Inc. (5) (7) (13) L + 6.75% 7.75% 08/05/2026 14,447 14,203 14,203 1.19 Sonny’s Enterprises, Inc. (5) (7) (13) L + 5.50% 6.50% 08/05/2026 — (410) (410) (0.03) 51,698 51,746 4.35 Automobiles ARI Network Services, Inc. (5) (6) (7) L + 6.50% 7.50% 02/28/2025 20,931 20,563 20,767 1.75 ARI Network Services, Inc. (5) (6) (7) (13) L + 6.50% 7.50% 02/28/2025 3,667 3,603 3,639 0.31 ARI Network Services, Inc. (5) (7) (13) L + 6.50% 7.50% 02/28/2025 1,333 1,281 1,310 0.11 Summit Buyer, LLC (5) (7) L + 5.00% 6.00% 01/14/2026 22,344 21,923 22,167 1.86 Summit Buyer, LLC (5) (7) (13) L + 5.00% 6.00% 01/14/2026 18,887 18,416 18,630 1.57 Summit Buyer, LLC (5) (7) (13) L + 5.00% 6.00% 01/14/2026 — (43) (19) 0.00 Turbo Buyer, Inc. (5) (7) L + 6.00% 7.00% 12/02/2025 38,325 37,645 37,580 3.16 Turbo Buyer, Inc. (5) (7) (13) L + 6.00% 7.00% 12/02/2025 36,890 36,086 36,142 3.04 Vehlo Purchaser, LLC (5) (8) L + 5.00% 5.75% 08/27/2027 27,154 26,638 26,725 2.25 Vehlo Purchaser, LLC (5) (8) (13) L + 5.00% 5.75% 08/27/2027 7,875 7,614 7,568 0.64 107 Table of Contents 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 % 174,783 175,583 14.77 Biotechnology GraphPad Software, LLC (5) (6) (7) L + 5.50% 6.50% 04/27/2027 15,110 14,971 14,971 1.26 GraphPad Software, LLC (5) (7) (13) L + 6.00% 7.00% 04/27/2027 — (16) (16) 0.00 14,955 14,955 1.26 Commercial Services & Supplies 365 Retail Markets, LLC (5) (7) L + 4.75% 5.75% 12/23/2026 17,456 17,167 17,238 1.45 365 Retail Markets, LLC (5) (7) (13) L + 4.75% 5.75% 12/23/2026 — (34) (34) 0.00 365 Retail Markets, LLC (5) (7) (13) L + 4.75% 5.75% 12/23/2026 800 754 765 0.06 Capstone Acquisition Holdings, Inc. (5) (6) (7) L + 4.75% 5.75% 11/12/2027 3,460 3,433 3,460 0.29 Capstone Acquisition Holdings, Inc. (5) (7) (13) L + 4.75% 5.75% 11/12/2027 194 191 194 0.02 Encore Holdings, LLC (5) (8) L + 4.50% 5.25% 11/23/2028 1,868 1,836 1,836 0.15 Encore Holdings, LLC (5) (8) (13) L + 4.50% 5.25% 11/23/2028 512 477 477 0.04 Encore Holdings, LLC (5) (8) (13) L + 4.50% 5.25% 11/23/2027 — (9) (9) 0.00 FLS Holding, Inc. (5) (7) (10) L + 5.25% 6.25% 12/17/2028 28,750 28,178 28,178 2.37 FLS Holding, Inc. (5) (7) (10) (13) L + 5.25% 6.25% 12/17/2028 — (62) (62) (0.01) FLS Holding, Inc. (5) (7) (10) (13) L + 5.25% 6.25% 12/17/2027 — (50) (50) 0.00 KWOR Acquisition, Inc. (5) (8) L + 5.25% 6.00% 12/22/2028 878 865 865 0.07 KWOR Acquisition, Inc. (5) (13) P + 4.25% 7.50% 12/22/2027 12 10 10 0.00 MHE Intermediate Holdings, LLC (5) (6) (7) L + 5.75% 6.75% 07/21/2027 28,678 28,139 28,392 2.39 MHE Intermediate Holdings, LLC (5) (7) (13) L + 5.75% 6.75% 07/21/2027 2,160 2,104 2,122 0.18 MHE Intermediate Holdings, LLC (5) (7) (13) L + 5.75% 6.75% 07/21/2027 — (46) (25) 0.00 PDFTron US Acquisition Corp. (5) (6) (7) (10) L + 5.50% 6.50% 07/15/2027 30,723 30,226 29,894 2.52 PDFTron US Acquisition Corp. (5) (7) (10) (13) L + 5.50% 6.50% 07/15/2027 6,160 6,044 5,896 0.50 PDFTron US Acquisition Corp. (5) (7) (10) (13) L + 5.50% 6.50% 07/15/2026 — (140) (208) (0.02) Pritchard Industries, LLC (5) (8) L + 5.50% 6.25% 10/13/2027 25,789 25,289 25,289 2.13 Pritchard Industries, LLC (5) (8) (13) L + 5.50% 6.25% 10/13/2027 — (59) (59) 0.00 Procure Acquireco, Inc. (Procure Analytics) (5) (8) L + 5.50% 6.25% 12/20/2028 3,968 3,889 3,889 0.33 Procure Acquireco, Inc. (Procure Analytics) (5) (8) (13) L + 5.50% 6.25% 12/20/2028 — (8) (8) 0.00 Procure Acquireco, Inc. (Procure Analytics) (5) (8) (13) L + 5.50% 6.25% 12/20/2028 — (5) (5) 0.00 Sherlock Buyer Corp. (5) (8) L + 5.75% 6.50% 12/08/2028 11,145 10,923 10,923 0.92 Sherlock Buyer Corp. (5) (8) (13) L + 5.75% 6.50% 12/08/2028 — (32) (32) 0.00 Sherlock Buyer Corp. (5) (8) (13) L + 5.75% 6.50% 12/08/2027 — (25) (25) 0.00 Sweep Purchaser, LLC (5) (7) L + 5.75% 6.75% 11/30/2026 8,793 8,644 8,644 0.73 Sweep Purchaser, LLC (5) (7) (13) L + 5.75% 6.75% 11/30/2026 5,029 4,942 4,942 0.42 108 Table of Contents 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 % United Flow Technologies Intermediate Holdco II, LLC (5) (7) L + 5.75% 6.75% 10/29/2027 17,100 16,766 16,766 1.41 United Flow Technologies Intermediate Holdco II, LLC (5) (7) (13) L + 5.75% 6.75% 10/29/2027 2,400 2,280 2,280 0.19 United Flow Technologies Intermediate Holdco II, LLC (5) (7) (13) L + 5.75% 6.75% 10/29/2026 — (58) (58) 0.00 US Infra Svcs Buyer, LLC (5) (6) (7) L + 6.50% 7.50% 04/13/2026 16,991 16,734 16,903 1.42 US Infra Svcs Buyer, LLC (5) (7) (13) L + 6.50% 7.50% 04/13/2026 2,398 2,246 2,343 0.20 US Infra Svcs Buyer, LLC (5) (7) (13) L + 6.50% 7.50% 04/13/2026 2,025 1,993 2,013 0.17 Valcourt Holdings II, LLC (5) (6) (7) L + 5.50% 6.50% 01/07/2027 35,431 34,816 35,431 2.98 Valcourt Holdings II, LLC (5) (7) (13) L + 5.50% 6.50% 01/07/2027 2,521 2,405 2,521 0.21 Vessco Midco Holdings, LLC (5) (6) (7) L + 4.50% 5.50% 11/02/2026 2,735 2,713 2,735 0.23 Vessco Midco Holdings, LLC (5) (7) (13) L + 4.50% 5.50% 11/02/2026 1,472 1,457 1,472 0.12 Vessco Midco Holdings, LLC (5) (13) P + 3.50% 6.75% 10/18/2026 20 16 20 0.00 VRC Companies, LLC (5) (6) (8) L + 5.50% 6.25% 06/29/2027 49,335 48,644 48,921 4.12 VRC Companies, LLC (5) (6) (8) (13) L + 5.50% 6.25% 06/29/2027 3,263 3,148 3,193 0.27 VRC Companies, LLC (5) (8) (13) L + 5.50% 6.25% 06/29/2027 — (23) (14) 0.00 306,205 307,450 25.87 Construction & Engineering KPSKY Acquisition, Inc. (5) (8) L + 5.50% 6.25% 10/19/2028 34,557 33,882 33,882 2.85 KPSKY Acquisition, Inc. (5) (13) P + 4.50% 7.75% 10/19/2028 1,975 1,917 1,917 0.16 35,799 35,799 3.01 Containers & Packaging BP Purchaser, LLC (5) (8) L + 5.50% 6.25% 12/10/2028 17,467 17,120 17,120 1.44 Fortis Solutions Group, LLC (5) (8) L + 5.50% 6.25% 10/13/2028 19,430 19,051 19,051 1.60 Fortis Solutions Group, LLC (5) (8) (13) L + 5.50% 6.25% 10/13/2028 — (76) (76) (0.01) Fortis Solutions Group, LLC (5) (8) (13) L + 5.50% 6.25% 10/15/2027 — (52) (52) 0.00 36,043 36,043 3.03 Distributors PT Intermediate Holdings III, LLC (5) (8) L + 5.50% 6.25% 11/01/2028 17,400 17,228 17,228 1.45 PT Intermediate Holdings III, LLC (5) (8) (13) L + 5.50% 6.25% 11/01/2028 11,521 11,408 11,408 0.96 28,636 28,636 2.41 Diversified Consumer Services Mammoth Holdings, LLC (5) (6) (7) L + 6.00% 7.00% 10/16/2023 8,117 8,058 8,117 0.68 Mammoth Holdings, LLC (5) (7) (13) L + 6.00% 7.00% 10/16/2023 28,858 28,590 28,858 2.43 Mammoth Holdings, LLC (5) (7) (13) L + 6.00% 7.00% 10/16/2023 — (6) — 0.00 36,642 36,975 3.11 109 Table of Contents 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 SitusAMC Holdings Corporation (5) (8) L + 5.75% 6.50% 12/22/2027 3,600 $ 3,564 $ 3,564 0.30 % Food Products AMCP Pet Holdings, Inc. (Brightpet) (5) (6) (7) L + 6.25% 7.25% 10/05/2026 33,825 32,969 33,527 2.82 AMCP Pet Holdings, Inc. (Brightpet) (5) (7) (13) L + 6.25% 7.25% 10/05/2026 — (119) (44) 0.00 AMCP Pet Holdings, Inc. (Brightpet) (5) (7) (13) L + 6.25% 7.25% 10/05/2026 3,938 3,796 3,886 0.33 Nellson Nutraceutical, Inc. (5) (6) (7) L + 5.25% 6.25% 12/23/2023 24,606 24,292 24,606 2.07 Nellson Nutraceutical, Inc. (5) (6) P + 4.25% 7.50% 12/23/2023 66 65 66 0.01 Teasdale Foods, Inc. (Teasdale Latin Foods) (5) (7) L + 6.25%; 1.00% PIK 8.25% 12/18/2025 11,148 10,965 10,029 0.84 71,968 72,070 6.06 Health Care Equipment & Supplies Performance Health Holdings, Inc. (5) (6) (7) L + 6.00% 7.00% 07/12/2027 10,474 10,278 10,474 0.88 Health Care Providers & Services Bearcat Buyer, Inc. (5) (6) (7) L + 4.75% 5.75% 07/09/2026 6,843 6,700 6,843 0.58 Bearcat Buyer, Inc. (5) (7) (13) L + 4.75% 5.75% 07/09/2026 6,262 6,122 6,262 0.53 DCA Investment Holdings, LLC (5) (6) (8) L + 6.25% 7.00% 03/12/2027 11,175 11,027 11,175 0.94 DCA Investment Holdings, LLC (5) (8) (13) L + 6.25% 7.00% 03/12/2027 1,079 1,053 1,079 0.09 Heartland Veterinary Partners, LLC (5) (7) L + 4.75% 5.75% 12/10/2026 1,885 1,866 1,866 0.16 Heartland Veterinary Partners, LLC (5) (7) (13) L + 4.75% 5.75% 12/10/2026 424 383 383 0.03 Heartland Veterinary Partners, LLC (5) (7) (13) L + 4.75% 5.75% 12/10/2026 — (4) (4) 0.00 mPulse Mobile, Inc. (5) (8) L + 5.25% 6.00% 12/17/2027 17,500 17,152 17,152 1.44 mPulse Mobile, Inc. (5) (8) (13) L + 5.25% 6.00% 12/17/2027 — (20) (20) 0.00 mPulse Mobile, Inc. (5) (8) (13) L + 5.25% 6.00% 12/17/2027 — (10) (10) 0.00 Promptcare Infusion Buyer, Inc. (5) (7) L + 6.00% 7.00% 09/01/2027 9,165 8,990 8,948 0.75 Promptcare Infusion Buyer, Inc. (5) (7) (13) L + 6.00% 7.00% 09/01/2027 837 792 745 0.06 Suveto Buyer, LLC (5) (8) (13) L + 4.25% 5.00% 09/09/2027 7,755 7,643 7,608 0.64 Suveto Buyer, LLC (5) (13) P + 3.25% 6.50% 09/09/2027 590 575 575 0.05 62,269 62,602 5.27 Health Care Technology Lightspeed Buyer, Inc. (5) (6) (7) L + 5.75% 6.75% 02/03/2026 12,797 12,506 12,229 1.03 Lightspeed Buyer, Inc. (5) (7) (13) L + 5.75% 6.75% 02/03/2026 9,328 9,056 8,734 0.73 21,562 20,963 1.76 Industrial Conglomerates Electrical Source Holdings LLC (5) (6) (8) L + 5.50% 6.25% 11/25/2025 29,550 29,330 29,550 2.49 Electrical Source Holdings LLC (5) (6) (8) (13) L + 5.50% 6.25% 11/25/2025 6,538 6,449 6,538 0.55 110 Table of Contents 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 % 35,958 36,285 3.05 Insurance Foundation Risk Partners, Corp. (5) (8) L + 5.75% 6.50% 10/29/2028 43,291 42,654 42,654 3.59 Foundation Risk Partners, Corp. (5) (8) (13) L + 5.75% 6.50% 10/29/2028 5,378 5,269 5,269 0.44 Foundation Risk Partners, Corp. (5) (8) (13) L + 5.75% 6.50% 10/29/2027 — (67) (67) (0.01) Galway Borrower, LLC (5) (8) L + 5.25% 6.00% 09/29/2028 26,722 26,203 26,260 2.21 Galway Borrower, LLC (5) (8) (13) L + 5.25% 6.00% 09/29/2028 1,843 1,766 1,736 0.15 Galway Borrower, LLC (5) (8) (13) L + 5.25% 6.00% 09/30/2027 — (39) (35) 0.00 Higginbotham Insurance Agency, Inc. (5) (6) (8) L + 5.50% 6.25% 11/25/2026 14,558 14,374 14,413 1.21 Higginbotham Insurance Agency, Inc. (5) (8) (13) L + 5.50% 6.25% 11/25/2026 4,110 4,055 4,069 0.34 High Street Buyer, Inc. (5) (6) (8) L + 6.00% 6.75% 04/14/2028 10,093 9,908 10,093 0.85 High Street Buyer, Inc. (5) (6) (8) (13) L + 6.00% 6.75% 04/14/2028 37,138 36,402 37,138 3.12 High Street Buyer, Inc. (5) (8) (13) L + 6.00% 6.75% 04/16/2027 — (38) — 0.00 Integrity Marketing Acquisition, LLC (5) (6) (8) (13) L + 5.50% 6.25% 08/27/2025 58,911 58,193 58,193 4.90 Integrity Marketing Acquisition, LLC (5) (7) (13) L + 5.75% 6.75% 08/27/2025 24,849 24,545 24,545 2.07 Keystone Agency Investors (5) (7) L + 5.50% 6.50% 05/03/2027 2,003 1,973 1,974 0.17 Keystone Agency Investors (5) (7) (13) L + 5.50% 6.50% 05/03/2027 — (38) (38) 0.00 Majesco (5) (6) (7) L + 7.25% 8.25% 09/21/2027 23,660 23,104 23,660 1.99 Majesco (5) (7) (13) L + 7.25% 8.25% 09/21/2026 — (37) — 0.00 Patriot Growth Insurance Services, LLC (5) (6) (8) L + 5.50% 6.25% 10/14/2028 45,812 44,918 44,918 3.78 Patriot Growth Insurance Services, LLC (5) (7) (13) L + 5.75% 6.75% 10/16/2028 — (171) (171) (0.01) Patriot Growth Insurance Services, LLC (5) (8) (13) L + 5.50% 6.25% 10/14/2027 — (86) (86) (0.01) Peter C. Foy & Associates Insurance Services, LLC (5) (8) L + 6.00% 6.75% 11/01/2028 17,972 17,796 17,796 1.50 Peter C. Foy & Associates Insurance Services, LLC (5) (8) (13) L + 6.00% 6.75% 11/01/2028 3,433 3,392 3,392 0.29 Peter C. Foy & Associates Insurance Services, LLC (5) (8) (13) L + 6.00% 6.75% 11/01/2027 — (8) (8) 0.00 RSC Acquisition, Inc. (5) (6) (8) L + 5.50% 6.25% 10/30/2026 18,667 18,287 18,484 1.56 RSC Acquisition, Inc. (5) (8) (13) L + 5.50% 6.25% 10/30/2026 5,911 5,772 5,772 0.49 World Insurance Associates, LLC (5) (6) (7) L + 5.75% 6.75% 04/01/2026 33,658 32,601 32,996 2.78 World Insurance Associates, LLC (5) (6) (7) (13) L + 5.75% 6.75% 04/01/2026 31,487 30,671 30,868 2.60 World Insurance Associates, LLC (5) (7) (13) L + 5.75% 6.75% 04/01/2026 95 74 70 0.01 401,473 403,895 33.98 Interactive Media & Services FMG Suite Holdings, LLC (5) (7) L + 5.50% 6.50% 10/30/2026 22,253 21,854 22,171 1.87 FMG Suite Holdings, LLC (5) (7) (13) L + 5.50% 6.50% 10/30/2026 — (92) (19) 0.00 FMG Suite Holdings, LLC (5) (7) (13) L + 5.50% 6.50% 10/30/2026 — (46) (10) 0.00 111 Table of Contents 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 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 Triple Lift, Inc. (5) (6) (8) L + 5.75% 6.50% 05/08/2028 27,860 27,345 27,604 2.32 Triple Lift, Inc. (5) (8) (13) L + 5.75% 6.50% 05/08/2028 — (72) (37) 0.00 90,189 91,025 7.66 IT Services Atlas Purchaser, Inc. (6) (8) L + 5.25% 6.00% 05/08/2028 17,413 17,090 17,064 1.44 Donuts, Inc. (5) (6) (7) L + 6.00% 7.00% 12/29/2026 18,563 18,237 18,563 1.56 Govbrands Intermediate, Inc. (5) (6) (8) L + 5.50% 6.25% 08/04/2027 40,162 39,214 39,214 3.30 Govbrands Intermediate, Inc. (5) (8) (13) L + 5.50% 6.25% 08/04/2027 9,059 8,795 8,795 0.74 Govbrands Intermediate, Inc. (5) (8) (13) L + 5.50% 6.25% 08/04/2027 — (99) (99) (0.01) Recovery Point Systems, Inc. (5) (6) (7) L + 6.50% 7.50% 08/12/2026 41,475 40,805 41,475 3.49 Recovery Point Systems, Inc. (5) (7) (13) L + 6.50% 7.50% 08/12/2026 — (61) — 0.00 Syntax Systems Ltd (5) (8) (10) L + 5.50% 6.25% 10/29/2028 35,811 35,460 35,460 2.98 Syntax Systems Ltd (5) (8) (10) (13) L + 5.50% 6.25% 10/29/2028 — (91) (91) (0.01) Syntax Systems Ltd (5) (8) (10) (13) L + 5.50% 6.25% 10/29/2026 1,637 1,601 1,601 0.13 Thrive Buyer, Inc. (Thrive Networks) (5) (6) (7) L + 6.00% 7.00% 01/22/2027 20,770 20,402 20,402 1.72 Thrive Buyer, Inc. (Thrive Networks) (5) (7) (13) L + 6.00% 7.00% 01/22/2027 8,031 7,763 7,763 0.65 Thrive Buyer, Inc. (Thrive Networks) (5) (7) (13) L + 6.00% 7.00% 01/22/2027 — (35) (35) 0.00 Upstack Holdco, Inc. (5) (7) L + 6.00% 7.00% 08/20/2027 9,844 9,609 9,635 0.81 Upstack Holdco, Inc. (5) (7) (13) L + 6.00% 7.00% 08/20/2027 3,325 3,223 3,232 0.27 Upstack Holdco, Inc. (5) (7) (13) L + 6.00% 7.00% 08/20/2027 — (23) (19) 0.00 201,890 202,960 17.08 Leisure Products GSM Acquisition Corp. (GSM Outdoors) (5) (6) (7) L + 5.00% 6.00% 11/16/2026 47,701 47,196 47,701 4.01 GSM Acquisition Corp. (GSM Outdoors) (5) (7) (13) L + 5.00% 6.00% 11/16/2026 7,199 7,096 7,199 0.61 54,292 54,900 4.62 Machinery Answer Target Holdco, LLC (5) (7) L + 6.00% 7.00% 12/30/2026 10,827 10,611 10,611 0.89 112 Table of Contents 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 Answer Target Holdco, LLC (5) (7) (13) L + 6.00% 7.00% 12/30/2026 — $ (16) $ (16) 0.00 % Komline-Sanderson Group, Inc. (5) (9) L + 6.00% 6.50% 03/17/2026 16,798 16,643 16,462 1.39 Komline-Sanderson Group, Inc. (5) (9) (13) L + 6.00% 6.50% 03/17/2026 19,263 19,090 18,877 1.59 Komline-Sanderson Group, Inc. (5) (9) (13) L + 6.00% 6.50% 03/17/2026 2,294 2,254 2,199 0.19 48,582 48,133 4.05 Multi-Utilities AWP Group Holdings, Inc. (5) (6) (7) L + 4.75% 5.75% 12/22/2027 899 888 899 0.08 AWP Group Holdings, Inc. (5) (7) (13) L + 4.75% 5.75% 12/22/2027 132 129 132 0.01 AWP Group Holdings, Inc. (5) (7) (13) L + 4.75% 5.75% 12/22/2026 43 41 43 0.00 Ground Penetrating Radar Systems, LLC (5) (6) (7) L + 4.75% 5.75% 06/26/2026 8,771 8,619 8,771 0.74 Ground Penetrating Radar Systems, LLC (5) (7) (13) L + 4.75% 5.75% 06/26/2025 755 728 755 0.06 10,405 10,600 0.89 Professional Services Abacus Data Holdings, Inc. (AbacusNext) (5) (6) (7) L + 6.25% 7.25% 03/10/2027 18,806 18,428 18,806 1.58 Abacus Data Holdings, Inc. (AbacusNext) (5) (7) (13) L + 6.25% 7.25% 03/10/2027 — (34) — 0.00 Abacus Data Holdings, Inc. (AbacusNext) (5) (7) (13) L + 6.25% 7.25% 03/10/2027 210 181 210 0.02 Bullhorn, Inc. (5) (6) (7) L + 5.75% 6.75% 09/30/2026 9,675 9,573 9,629 0.81 Bullhorn, Inc. (5) (7) (13) L + 5.75% 6.75% 09/30/2026 — (25) (25) 0.00 Bullhorn, Inc. (5) (7) (13) L + 5.75% 6.75% 09/30/2026 — (6) (3) 0.00 Citrin Cooperman Advisors, LLC (5) (8) L + 5.00% 5.75% 10/01/2027 20,176 19,787 19,787 1.66 Citrin Cooperman Advisors, LLC (5) (8) (13) L + 5.00% 5.75% 10/01/2027 — (83) (83) (0.01) Citrin Cooperman Advisors, LLC (5) (8) (13) L + 5.00% 5.75% 10/01/2027 — (469) (469) (0.04) IQN Holding Corp., dba Beeline (5) (6) (7) L + 5.50% 6.50% 08/20/2024 44,355 44,205 44,355 3.73 IQN Holding Corp., dba Beeline (5) (7) (13) L + 5.50% 6.50% 08/21/2023 — (10) — 0.00 91,547 92,207 7.76 Real Estate Management & Development Associations, Inc. (5) (6) (7) L + 4.00%; 2.50% PIK 7.50% 07/02/2027 15,853 15,706 15,853 1.33 Associations, Inc. (5) (7) (13) L + 4.00%; 2.50% PIK 7.50% 07/02/2027 2,723 2,698 2,723 0.23 Associations, Inc. (5) (7) (13) L + 6.50% 7.50% 07/02/2027 11,187 11,083 11,187 0.94 Associations, Inc. (5) (7) (13) L + 6.50% 7.50% 07/02/2027 — (17) — 0.00 113 Table of Contents 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 MRI Software, LLC (5) (7) L + 5.50% 6.50% 02/10/2026 49,090 $ 48,603 $ 49,090 4.13 % 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 Zarya Intermediate, LLC (5) (7) (13) L + 6.50% 7.50% 07/01/2027 19,250 18,884 19,250 1.62 Zarya Intermediate, LLC (5) (7) (13) L + 6.50% 7.50% 07/01/2027 — (86) — 0.00 121,237 122,965 10.35 Software Alert Media, Inc. (5) (6) (7) L + 5.00% 6.00% 04/12/2027 14,000 13,811 13,657 1.15 Alert Media, Inc. (5) (7) (13) L + 5.00% 6.00% 04/10/2026 — (22) (43) 0.00 Appfire Technologies, LLC (5) (7) L + 5.50% 6.50% 03/09/2027 4,663 4,643 4,663 0.39 Appfire Technologies, LLC (5) (7) (13) L + 5.50% 6.50% 03/09/2027 — (59) — 0.00 Assembly Intermediate, LLC (5) (7) L + 7.00% 8.00% 10/19/2027 20,741 20,337 20,337 1.71 Assembly Intermediate, LLC (5) (7) (13) L + 7.00% 8.00% 10/19/2027 1,244 1,182 1,182 0.10 Assembly Intermediate, LLC (5) (7) (13) L + 7.00% 8.00% 10/19/2027 — (40) (40) 0.00 CLEO Communications Holding, LLC (5) (6) (7) L + 6.75% 7.75% 06/09/2027 39,998 39,628 39,366 3.31 CLEO Communications Holding, LLC (5) (7) (13) L + 6.75% 7.75% 06/09/2027 — (113) (197) (0.02) Cordeagle US Finco, Inc. (5) (7) (10) L + 6.75% 7.75% 07/30/2027 18,200 17,856 18,200 1.53 Cordeagle US Finco, Inc. (5) (7) (10) (13) L + 6.75% 7.75% 07/30/2027 — (52) — 0.00 Diligent Corporation (5) (6) (7) L + 5.75% 6.75% 08/04/2025 27,790 27,555 27,790 2.34 Diligent Corporation (5) (6) (7) (13) L + 5.75% 6.75% 08/04/2025 860 826 860 0.07 Diligent Corporation (5) (7) (13) L + 5.75% 6.75% 08/04/2025 — (37) — 0.00 GS AcquisitionCo, Inc. (5) (6) (7) L + 5.75% 6.75% 05/22/2026 69,710 69,108 69,361 5.84 GS AcquisitionCo, Inc. (5) (7) (13) L + 5.75% 6.75% 05/22/2026 — (26) (54) 0.00 GS AcquisitionCo, Inc. (5) (7) (13) L + 5.75% 6.75% 05/22/2026 1,149 1,125 1,137 0.10 Gurobi Optimization, LLC (5) (6) (7) L + 5.00% 6.00% 12/19/2023 13,226 13,139 13,226 1.11 Gurobi Optimization, LLC (5) (7) (13) L + 5.00% 6.00% 12/19/2023 — (10) — 0.00 Pound Bidco, Inc. (5) (6) (7) (10) L + 6.50% 7.50% 01/30/2026 9,012 8,854 8,854 0.74 Pound Bidco, Inc. (5) (6) (7) (10) (13) L + 6.50% 7.50% 01/30/2026 — (19) (19) 0.00 Revalize, Inc. (5) (7) (13) L + 5.25% 6.25% 04/15/2027 19,715 19,570 19,512 1.64 114 Table of Contents 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 Revalize, Inc. (5) (7) (13) L + 5.25% 6.25% 04/15/2027 — $ (1) $ (1) 0.00 % Skykick, Inc. (5) (7) L + 7.25% 8.25% 09/01/2027 6,300 6,149 6,149 0.52 Skykick, Inc. (5) (7) (13) L + 7.25% 8.25% 09/01/2027 — (31) (31) 0.00 Trunk Acquisition, Inc. (5) (7) L + 6.00% 7.00% 02/19/2027 9,143 9,052 9,052 0.76 Trunk Acquisition, Inc. (5) (7) (13) L + 6.00% 7.00% 02/19/2026 — (9) (9) 0.00 252,416 252,952 21.28 Total First Lien Debt $ 2,213,332 $ 2,224,100 187.12 % Second Lien Debt Auto Components PAI Holdco, Inc. (5) (7) L + 5.50%, 2.00% PIK 8.50% 10/28/2028 25,509 $ 24,843 $ 25,509 2.15 % Electronic Equipment, Instruments & Components Infinite Bidco, LLC (5) (9) L + 7.00% 7.50% 03/02/2029 17,000 16,931 17,000 1.43 Infinite Bidco, LLC (5) (9) (13) L + 7.00% 7.50% 03/02/2029 — (19) — 0.00 16,912 17,000 1.43 Energy Equipment & Services QBS Parent, Inc. (5) L + 8.50% 8.72% 09/21/2026 15,000 14,769 14,748 1.24 Health Care Providers & Services Heartland Veterinary Partners, LLC (5) (7) L + 8.00% 9.00% 12/10/2027 3,960 3,881 3,882 0.33 Heartland Veterinary Partners, LLC (5) (7) (13) L + 8.00% 9.00% 12/10/2027 585 574 574 0.05 4,455 4,456 0.37 Industrial Conglomerates Aptean, Inc. (5) (8) L + 7.00% 7.75% 04/23/2027 5,950 5,950 5,950 0.50 IT Services Help/Systems Holdings, Inc. (5) (8) L + 6.75% 7.50% 11/19/2027 17,500 17,500 17,500 1.47 Idera, Inc. (5) (8) L + 6.75% 7.50% 03/02/2029 3,887 3,860 3,887 0.33 Red Dawn SEI Buyer, Inc. (5) (7) L + 8.50% 9.50% 11/20/2026 19,000 18,584 19,000 1.60 39,944 40,387 3.40 Software Flexera Software, LLC (5) (7) L + 7.00% 8.00% 03/03/2029 13,500 13,251 13,500 1.14 Total Second Lien Debt $ 120,124 $ 121,550 10.23 % 115 Table of Contents 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 Other Securities Unsecured Debt Familia Intermediate Holdings I Corp. (Teasdale Latin Foods) (5) (11) 16.25% PIK 06/18/2026 1,800 $ 1,777 $ 1,350 0.11 % 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 Diligent Corporation (5) (12) 10.50% 04/05/2021 5,000 $ 5,143 $ 5,295 0.45 % Integrity Marketing Acquisition, LLC (5) (12) 10.50% 12/22/2021 3,250,000 3,185 3,185 0.27 Revalize, Inc. (5) (12) 11.00% 12/14/2021 1,500 1,470 1,470 0.12 Skykick, Inc. (5) (12) 08/31/2021 134,101 1,275 1,298 0.11 Total Preferred Equity 11,073 11,248 0.95 Common Equity Abacus Data Holdings, Inc. (AbacusNext) (5) (12) 07/12/2021 29,441 2,944 2,714 0.23 BP Purchaser, LLC (5) (12) 12/10/2021 1,233,333 1,233 1,233 0.10 CSC Thrive Holdings, LP (Thrive Networks) (5) (12) 03/01/2021 160,016 411 531 0.04 Encore Holdings, LLC (5) (12) 11/23/2021 2,391 275 275 0.02 GSM Equity Investors, LP (GSM Outdoors) (5) (12) 11/16/2020 4,500 450 1,242 0.10 Help HP SCF Investor, LP (10) (12) 05/12/2021 12,460 13,751 1.16 mPulse Mobile, Inc. (5) (12) 12/17/2021 165,761 1,220 1,220 0.10 PCX Holding Corp. (5) (12) 04/22/2021 6,538 654 965 0.08 Pet Holdings, Inc. (Brightpet) (5) (12) 10/06/2020 12,313 1,232 1,052 0.09 Pritchard Industries, Inc. (5) (12) 10/13/2021 1,700,000 1,700 1,700 0.14 Procure Acquiom Financial, LLC (Procure Analytics) (5) (12) 12/20/2021 1,000,000 1,000 1,000 0.08 RPS Group Holdings (Recovery Point Systems, Inc.) (5) (12) 03/05/2021 1,000,000 1,000 750 0.06 Shelby Co-invest, LP. (Spectrum Automotive) (5) (12) 06/29/2021 8,500 850 993 0.08 Suveto Buyer, LLC (5) (10) (12) 11/19/2021 17,000 1,700 1,700 0.14 Total Common Equity 27,129 29,126 2.45 Total Other Securities $ 39,979 $ 41,724 3.51 % Total Portfolio Investments $ 2,373,435 $ 2,387,374 200.86 % 116 Table of Contents Morgan Stanley Direct Lending Fund Consolidated Schedule of Investments (continued) December 31, 2021 (In thousands) (1) Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2021, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2021, the Company is not an “affiliated person” of any of its portfolio companies. (2) Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 "Debt". (3) Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), 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. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2021. As of December 31, 2021, the reference rates for our variable rate loans were the 30-day L at 0.10%, the 90-day L at 0.21%, the 180-day L at 0.34%, and the P at 3.25%. (4) The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method. (5) These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Directors (see Note 2 and Note 5), pursuant to the Company’s valuation policy. (6) Assets or a portion thereof are pledged as collateral for the BNP Funding Facility. See Note 6 “Debt”. (7) Loan includes interest rate floor of 1.00%. (8) Loan includes interest rate floor of 0.75%. (9) Loan includes interest rate floor of 0.50%. (10) The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2021, non-qualifying assets represented 5.7% of total assets as calculated in accordance with regulatory requirements. (11) Represents a senior unsecured note, which is subordinated to senior secured term loans of the portfolio company. (12) Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of December 31, 2021, the aggregate fair value of these securities is $40,374 or 3.4% of the Company’s net assets. The initial acquisition dates have been included for such securities. (13) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2021: Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value First Lien Debt 365 Retail Markets, LLC 1.00% Delayed Draw Term Loan 11/05/2023 $ 5,557 $ (34) 365 Retail Markets, LLC 0.50% Revolver 12/23/2026 2,000 (25) Abacus Data Holdings, Inc. (AbacusNext) 1.00% Delayed Draw Term Loan 09/08/2022 3,500 — Abacus Data Holdings, Inc. (AbacusNext) 0.50% Revolver 03/10/2027 1,190 — Alert Media, Inc. 0.50% Revolver 04/10/2026 1,750 (43) AMCP Pet Holdings, Inc. (Brightpet) 1.00% Delayed Draw Term Loan 04/06/2022 5,000 (44) AMCP Pet Holdings, Inc. (Brightpet) 0.50% Revolver 10/05/2026 1,896 (17) Answer Target Holdco, LLC 0.50% Revolver 12/30/2026 833 (17) Appfire Technologies, LLC 0.50% Delayed Draw Term Loan 01/05/2023 13,525 — ARI Network Services, Inc. 0.50% Revolver 02/28/2025 1,697 (13) Assembly Intermediate, LLC 1.00% Delayed Draw Term Loan 10/19/2023 3,941 (47) Assembly Intermediate, LLC 0.50% Revolver 10/19/2027 2,074 (40) 117 Table of Contents Morgan Stanley Direct Lending Fund Consolidated Schedule of Investments (continued) December 31, 2021 (In thousands) Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value Associations, Inc. 0.50% Revolver 07/02/2027 $ 1,860 $ — AWP Group Holdings, Inc. 1.00% Delayed Draw Term Loan 12/22/2022 132 — AWP Group Holdings, Inc. 0.50% Revolver 12/22/2026 114 — Bearcat Buyer, Inc. 1.00% Delayed Draw Term Loan 11/23/2022 513 — Bullhorn, Inc. 0.50% Delayed Draw Term Loan 10/05/2022 5,172 (25) Bullhorn, Inc. 0.50% Revolver 09/30/2026 554 (3) Capstone Acquisition Holdings, Inc. 1.00% Delayed Draw Term Loan 05/13/2022 313 — CC SAG Holdings Corp. (Spectrum Automotive) 1.00% Delayed Draw Term Loan 06/29/2023 4,437 (52) CC SAG Holdings Corp. (Spectrum Automotive) 0.50% Revolver 06/29/2027 881 (10) Citrin Cooperman Advisors, LLC 1.00% Delayed Draw Term Loan 10/01/2023 8,647 (83) Citrin Cooperman Advisors, LLC 0.50% Revolver 10/01/2027 24,500 (469) CLEO Communications Holding, LLC 0.50% Revolver 06/09/2027 12,502 (198) Cordeagle US Finco, Inc. 0.50% Revolver 07/30/2027 2,800 — DCA Investment Holdings, LLC 1.00% Delayed Draw Term Loan 03/12/2023 1,689 — Diligent Corporation 1.00% Delayed Draw Term Loan 10/05/2022 3,136 — Diligent Corporation 0.50% Revolver 08/04/2025 4,500 — Electrical Source Holdings, LLC 0.50% Revolver 11/25/2025 896 — Encore Holdings, LLC 0.75% Delayed Draw Term Loan 11/23/2024 3,081 (30) Encore Holdings, LLC 0.50% Revolver 11/23/2027 539 (9) FLS Holding, Inc. 1.00% Delayed Draw Term Loan 06/17/2023 6,250 (62) FLS Holding, Inc. 0.50% Revolver 12/17/2027 2,500 (50) FMG Suite Holdings, LLC 0.50% Delayed Draw Term Loan 10/28/2022 5,250 (19) FMG Suite Holdings, LLC 0.50% Revolver 10/30/2026 2,625 (10) Fortis Solutions Group, LLC 0.50% Delayed Draw Term Loan 10/15/2023 7,871 (76) Fortis Solutions Group, LLC 0.50% Revolver 10/15/2027 2,699 (52) Foundation Risk Partners, Corp. 1.00% Delayed Draw Term Loan 10/29/2023 4,033 (47) Foundation Risk Partners, Corp. 0.50% Revolver 10/29/2027 4,571 (67) Galway Borrower, LLC 0.50% Delayed Draw Term Loan 09/30/2023 4,311 (75) Galway Borrower, LLC 0.50% Revolver 09/30/2027 2,053 (36) Govbrands Intermediate, Inc. 1.00% Delayed Draw Term Loan 08/04/2023 4,185 (83) Govbrands Intermediate, Inc. 0.50% Revolver 08/04/2027 4,237 (99) GraphPad Software, LLC 0.50% Revolver 04/27/2027 1,750 (16) Ground Penetrating Radar Systems, LLC 0.50% Revolver 06/26/2025 886 — GS AcquisitionCo, Inc. 0.50% Delayed Draw Term Loan 11/03/2022 10,833 (54) GS AcquisitionCo, Inc. 0.50% Revolver 05/22/2026 1,270 (6) GSM Acquisition Corp. (GSM Outdoors) 0.50% Revolver 11/16/2026 1,617 — Gurobi Optimization, LLC 0.50% Revolver 12/19/2023 1,607 — Heartland Veterinary Partners, LLC 0.75% Delayed Draw Term Loan 11/17/2023 3,816 (37) 118 Table of Contents Morgan Stanley Direct Lending Fund Consolidated Schedule of Investments (continued) December 31, 2021 (In thousands) Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value Heartland Veterinary Partners, LLC 0.50% Revolver 12/10/2026 $ 375 $ (4) High Street Buyer, Inc. 1.00% Delayed Draw Term Loan 08/11/2023 3,385 — High Street Buyer, Inc. 0.50% Revolver 04/16/2027 2,136 — Integrity Marketing Acquisition, LLC 1.00% Delayed Draw Term Loan 12/03/2023 3,056 (38) IQN Holding Corp., dba Beeline 0.50% Revolver 08/21/2023 4,545 — Keystone Agency Investors 1.00% Delayed Draw Term Loan 12/21/2023 2,578 (38) Komline-Sanderson Group, Inc. 0.50% Revolver 03/17/2026 2,452 (49) KPSKY Acquisition, Inc. —% Delayed Draw Term Loan 10/19/2023 1,980 (29) KWOR Acquisition, Inc. 0.50% Revolver 12/22/2027 110 (2) Lightspeed Buyer, Inc. 1.00% Delayed Draw Term Loan 02/28/2023 4,050 (180) Majesco 0.50% Revolver 09/21/2026 1,575 — Mammoth Holdings, LLC 0.50% Delayed Draw Term Loan 12/15/2022 7,434 — Mammoth Holdings, LLC 0.50% Revolver 10/16/2023 953 — MHE Intermediate Holdings, LLC 1.00% Delayed Draw Term Loan 07/21/2023 1,585 (16) MHE Intermediate Holdings, LLC 0.50% Revolver 07/21/2027 2,500 (25) mPulse Mobile, Inc. 0.50% Delayed Draw Term Loan 12/17/2023 1,996 (20) mPulse Mobile, Inc. 0.50% Revolver 12/17/2027 504 (10) MRI Software, LLC 0.50% Delayed Draw Term Loan 03/24/2023 10,637 — MRI Software, LLC 0.50% Revolver 02/10/2026 2,215 — MSM Acquisitions, Inc. 1.00% Delayed Draw Term Loan 01/30/2023 26,515 (265) MSM Acquisitions, Inc. 0.50% Revolver 12/09/2026 3,582 (36) Omni Intermediate Holdings, LLC 1.00% Delayed Draw Term Loan 12/01/2023 1,264 (6) Omni Intermediate Holdings, LLC 0.50% Revolver 12/30/2025 799 (8) Patriot Growth Insurance Services, LLC 0.75% Delayed Draw Term Loan 10/14/2023 17,620 (171) Patriot Growth Insurance Services, LLC 0.75% Revolver 10/14/2027 4,485 (86) PCX Holding Corp. 1.00% Delayed Draw Term Loan 04/22/2023 1,851 — PCX Holding Corp. 0.50% Revolver 04/22/2027 1,851 — PDFTron US Acquisition Corp. 1.00% Delayed Draw Term Loan 01/15/2023 3,640 (98) PDFTron US Acquisition Corp. 0.50% Revolver 07/15/2026 7,700 (208) Peter C. Foy & Associates Insurance Services, LLC 1.00% Delayed Draw Term Loan 05/02/2023 1,559 (13) Peter C. Foy & Associates Insurance Services, LLC 0.50% Revolver 11/01/2027 832 (8) Pound Bidco, Inc. 0.50% Revolver 01/30/2026 1,163 (19) Pritchard Industries, LLC 1.00% Delayed Draw Term Loan 10/13/2023 6,140 (59) Procure Acquireco, Inc. (Procure Analytics) 0.50% Delayed Draw Term Loan 12/20/2023 794 (8) Procure Acquireco, Inc. (Procure Analytics) 0.50% Revolver 12/20/2028 238 (5) Promptcare Infusion Buyer, Inc. 1.00% Delayed Draw Term Loan 09/01/2023 3,050 (72) PT Intermediate Holdings III, LLC —% Delayed Draw Term Loan 05/11/2022 16,090 — Recovery Point Systems, Inc. 0.50% Revolver 08/12/2026 4,000 — 119 Table of Contents Morgan Stanley Direct Lending Fund Consolidated Schedule of Investments (continued) December 31, 2021 (In thousands) Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value Revalize, Inc. 0.50% Delayed Draw Term Loan 06/13/2023 $ 708 $ (7) Revalize, Inc. 0.50% Revolver 04/15/2027 71 (1) RSC Acquisition, Inc. 0.50% Delayed Draw Term Loan 11/12/2023 8,474 (82) Sherlock Buyer Corp. 0.50% Delayed Draw Term Loan 12/08/2023 3,215 (32) Sherlock Buyer Corp. 0.50% Revolver 12/08/2027 1,286 (25) Skykick, Inc. 1.00% Delayed Draw Term Loan 03/01/2023 2,625 (31) Sonny’s Enterprises, Inc. 1.00% Delayed Draw Term Loan 11/01/2022 21,225 (410) Summit Buyer, LLC 1.00% Delayed Draw Term Loan 06/23/2023 13,656 (108) Summit Buyer, LLC 0.50% Revolver 01/14/2026 2,420 (19) Suveto Buyer, LLC 1.00% Delayed Draw Term Loan 09/09/2023 8,442 (78) Suveto Buyer, LLC 0.50% Revolver 09/09/2027 707 (7) Sweep Purchaser, LLC 0.50% Revolver 11/30/2026 956 (16) Syntax Systems Ltd 1.00% Delayed Draw Term Loan 10/29/2023 9,356 (91) Syntax Systems Ltd 0.50% Revolver 10/29/2026 2,106 (20) Thrive Buyer, Inc. (Thrive Networks) 1.00% Delayed Draw Term Loan 12/30/2023 6,442 (123) Thrive Buyer, Inc. (Thrive Networks) 0.50% Revolver 01/22/2027 1,982 (35) Triple Lift, Inc. 0.50% Revolver 05/08/2028 4,000 (37) Trunk Acquisition, Inc. 0.50% Revolver 02/19/2026 857 (8) Turbo Buyer, Inc. 1.00% Delayed Draw Term Loan 11/15/2023 1,610 (31) Two Six Labs, LLC 0.50% Delayed Draw Term Loan 08/20/2023 4,268 (43) Two Six Labs, LLC 0.50% Revolver 08/20/2027 2,134 (21) United Flow Technologies Intermediate Holdco II, LLC 1.00% Delayed Draw Term Loan 10/29/2023 7,500 (73) United Flow Technologies Intermediate Holdco II, LLC 0.50% Revolver 10/29/2026 3,000 (58) Upstack Holdco, Inc. 1.00% Delayed Draw Term Loan 08/26/2023 1,050 (22) Upstack Holdco, Inc. 0.50% Revolver 08/20/2027 875 (18) US Infra Svcs Buyer, LLC 1.00% Delayed Draw Term Loan 04/13/2022 8,085 (42) US Infra Svcs Buyer, LLC 0.50% Revolver 04/13/2026 225 (1) Valcourt Holdings II, LLC 1.00% Delayed Draw Term Loan 01/07/2023 4,378 — Vehlo Purchaser, LLC 1.00% Delayed Draw Term Loan 08/27/2023 11,569 (183) Vehlo Purchaser, LLC 0.50% Revolver 08/27/2027 4,666 (74) Vessco Midco Holdings, LLC 1.00% Delayed Draw Term Loan 11/02/2022 309 — Vessco Midco Holdings, LLC 0.50% Revolver 10/18/2026 427 — VRC Companies, LLC 0.75% Delayed Draw Term Loan 12/28/2022 5,000 (42) VRC Companies, LLC 0.50% Revolver 06/29/2027 1,653 (14) World Insurance Associates, LLC 0.50% Revolver 04/01/2026 1,173 (23) Zarya Intermediate, LLC 0.50% Revolver 07/01/2027 1,983 — Zarya Intermediate, LLC 0.50% Revolver 07/01/2027 2,683 — Total First Lien Debt Unfunded Commitments $ 499,948 $ (5,196) 120 Table of Contents Morgan Stanley Direct Lending Fund Consolidated Schedule of Investments (continued) December 31, 2021 (In thousands) Investments-non-controlled/non-affiliated Unused Fee Rate Commitment Type Commitment Expiration Date Unfunded Commitment Fair Value Second Lien Debt Heartland Veterinary Partners, LLC 0.75% Delayed Draw Term Loan 11/17/2023 $ 955 $ (7) Infinite Bidco, LLC 1.00% Delayed Draw Term Loan 03/02/2022 8,500 — Total Second Lien Debt Unfunded Commitments $ 9,455 $ (7) Total Unfunded Commitments $ 509,403 $ (5,203) 121 Table of Contents Morgan Stanley Direct Lending Fund Notes to Consolidated Financial Statements December 31, 2022 (In thousands, except shares and per share amounts) (1) Organization Morgan Stanley Direct Lending Fund (the “Company”) is a non-diversified, externally managed specialty finance company 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 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. The Company has delegated the right to manage the assets of the Company to MS Capital Partners Adviser Inc., as the investment adviser to the Company (the “Adviser” or “Investment Adviser”). The Investment Adviser is an indirect, wholly owned subsidiary of Morgan Stanley. The Company’s investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies backed by private equity sponsors. 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. 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. 122 Table of Contents (2) Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Management’s estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements. Consolidation As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly owned subsidiaries in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. Cash Cash is carried at cost, which approximates fair value. The Company deposits its cash with multiple financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit. Foreign Currency Translation The functional currency of the Company is the U.S. Dollar. Investments denominated in foreign currencies are translated into U.S. Dollars based upon currency exchange rates effective on the last business day of the current reporting period. Net changes in fair value of investments due to foreign exchange rates fluctuation is recorded as change in unrealized appreciation (depreciation) from translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. Investment and non-investment activities denominated in foreign currencies, including purchase and sales of investments, borrowings and repayments of debt, income and expenses, are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates. Investments Investment transactions are recorded on the trade date. Receivables/payables from investments sold/purchased on the Consolidated Statements of Assets and Liabilities consist of amounts receivable to or payable by the Company for transactions that have not settled at the reporting date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period. The Company’s Board of Directors, 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. 123 Table of Contents Revenue Recognition Interest Income Interest income is recorded on an accrual basis and includes the accretion of discounts and amortizations of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective investment using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt investment, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period. PIK Income The Company has 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 PIK income on the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through PIK income. This non-cash source of income is included when determining what must be paid out to stockholders in the form of distributions in order for the Company to maintain its status as a RIC, even though the Company has not yet collected cash. Dividend income Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Dividend income is presented net of withholding tax, if any. Other Income The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received. Non-Accrual Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. Organization and Offering Costs Costs associated with the organization of the Company are expensed as incurred, subject to the limitations discussed in Note 3. These costs consist primarily of legal fees and other costs of organizing the Company. Costs associated with the offering of Common Stock are capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from the initial capital call, subject to the limitation described in Note 3 below. These costs consist primarily of legal fees and other costs incurred in connection with the Company’s continuous private offerings of its Common Stock. Expenses The Company is responsible for investment expenses, professional fees and other general and administrative expenses related to the Company’s operations. Such fees and expenses, including expenses incurred by the Adviser on behalf of the Company, will be reimbursed by the Company, subject to contractual thresholds. 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 124 Table of Contents 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. Income Taxes The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate U.S. federal income taxes on any ordinary income or capital gains that it distributes, at least annually, to its stockholders as dividends. In order to qualify as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay income taxes only on the portion of its taxable income and gains it does not distribute. The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (the “ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI. In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements. The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. All penalties and interest associated with income taxes, if any, are included in income tax expense. For the 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. federal excise tax. New Accounting Standards 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. 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 Investment Advisory Agreement 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 are ultimately be borne by the stockholders. 125 Table of Contents 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 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, 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. Incentive Fee The incentive fee consists of two components that are determined independently of each other, with the result that one component may be payable even if the other is not. One component is based on income and the other component is based on capital gains. The Company pays its Adviser an income based incentive fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows: • No income based incentive fee if the Company’s pre-incentive fee net investment income, expressed as a return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, does not exceed the hurdle rate of 1.5% (6.0% annualized); • 100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.8182% (7.2728% annualized). This portion of the pre-incentive fee net investment income (which exceeds the Hurdle Rate but is less than 1.8182%) is referred to as the “catch-up”. This “catch-up” portion is meant to provide the Adviser with approximately 17.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if the “catch up” is achieved; and • 17.5% of the Company’s pre-incentive fee net investment income, if any, that exceeds the rate of return of 1.8182% (7.2728% annualized) 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”). Under U.S. GAAP, the Company is required to accrue an incentive fee on capital gains, including unrealized capital appreciation even though such unrealized capital appreciation is not included in calculating the incentive fee payable under the Investment Advisory Agreement. If such amount is positive at the end of a period, then the Company records an incentive fee on capital gain incentive fee equal to 17.5% 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. The Investment Advisory Agreement does not permit unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser. Amounts due related to unrealized capital appreciation, if any, will not be paid to the Investment Adviser until realized under the terms of the Investment Advisory Agreement and determined based on the calculation. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end. As of 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. 126 Table of Contents 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. 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. Expense Support and Waiver Agreement On December 31, 2019, the Company entered into an expense support and waiver agreement (the “Expense Support and Waiver Agreement”) with the Investment Adviser. Under the terms of the Expense Support and Waiver Agreement, the Investment Adviser agreed to waive any reimbursement by the Company of offering and organizational expenses to be incurred by the Investment Adviser on behalf of the Company in excess of $1,000 or 0.10% of the aggregate Capital Commitments of the Company, whichever is greater. 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. 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 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., 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. 127 Table of Contents 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 at cost and fair value was as follows: December 31, 2022 December 31, 2021 Cost Fair Value % of Total Investments at Fair Value Cost Fair Value % of Total Investments at Fair Value First Lien Debt $ 2,753,620 $ 2,694,111 93.8 % $ 2,213,332 $ 2,224,100 93.2 % Second Lien Debt 136,620 128,350 4.5 120,124 121,550 5.1 Other Securities 49,406 51,127 1.7 39,979 41,724 1.7 Total $ 2,939,646 $ 2,873,588 100.0 % $ 2,373,435 $ 2,387,374 100.0 % 128 Table of Contents The industry composition of investments at fair value was as follows: December 31, 2022 December 31, 2021 Aerospace & Defense 1.8 % 1.7 % Air Freight & Logistics 1.1 0.5 Auto Components 3.8 3.3 Automobiles 5.1 7.4 Biotechnology 0.5 0.6 Chemicals 0.6 — Commercial Services & Supplies 11.2 13.0 Construction & Engineering 1.3 1.5 Containers & Packaging 1.6 1.6 Distributors 4.2 1.2 Diversified Consumer Services 3.0 1.5 Diversified Financial Services 0.7 0.1 Electronic Equipment, Instruments & Components 1.0 0.7 Energy Equipment & Services 0.5 0.6 Food Products 2.5 3.1 Health Care Equipment & Supplies 0.3 0.4 Health Care Providers & Services 3.4 2.9 Health Care Technology 0.7 0.9 Industrial Conglomerates 0.2 1.8 Insurance Services 15.7 17.1 Interactive Media & Services 3.5 3.8 IT Services 9.6 10.8 Leisure Products 0.8 2.4 Machinery 3.0 2.0 Multi-Utilities 0.6 0.4 Oil, Gas & Consumable Fuels 0.0 (1) — Pharmaceuticals 0.4 — Professional Services 3.2 4.0 Real Estate Management & Development 5.4 5.2 Software 14.3 11.5 Total 100.0 % 100.0 % (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 Cost Fair Value % of Total Investments at Fair Value Cost Fair Value % of Total Investments at Fair Value Australia $ 10,187 $ 9,870 0.3 % $ — $ — — % Canada 108,820 105,764 3.7 81,935 81,386 3.4 United Kingdom 11,157 11,157 0.4 17,804 18,200 0.8 United States 2,809,482 2,746,797 95.6 2,273,696 2,287,788 95.8 Total $ 2,939,646 $ 2,873,588 100.0 % $ 2,373,435 $ 2,387,374 100.0 % (5) Fair Value Measurements ASC 820 establishes a hierarchical disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured 129 Table of Contents from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. The three-level hierarchy for fair value measurements is defined as follows: Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical financial instruments as of the measurement date. The types of financial instruments in this category include unrestricted securities, including equities and derivatives, listed in active markets. The Company will not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price. Level 2—inputs to the valuation methodology are quoted prices in markets that are not active or for which all significant inputs are either directly or indirectly observable as of the measurement date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in markets that are not active, and certain over-the-counter derivatives where the fair value is based on observable inputs. Level 3—inputs to the valuation methodology are unobservable and significant to the overall fair value measurement, and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. The types of financial instruments in this category include investments in privately held entities, non-investment grade residual interests in securitizations and certain over-the-counter derivatives where the fair value is based on unobservable inputs. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. Pursuant to the framework set forth above, the Company values securities traded in active markets on the measurement date by multiplying the exchange closing price of such traded securities/instruments by the quantity of shares or amount of the instrument held. The Company may also obtain quotes with respect to certain of the investments from pricing services, brokers or dealers’ quotes, or counterparty marks in order to value liquid assets that are not traded in active markets. Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, the Company determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. If determined adequate, the Company uses the quote obtained. Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Valuation Designee or the Board of Directors, does not represent fair value, each is valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses. Non-controlled debt investments are generally fair valued using discounted cash flow technique. Expected cash flows are projected based on contractual terms and discounted back to the measurement date based on a discount rate. Discount rate is determined based upon an assessment of current and expected yields for similar investments and risk profiles. Non-controlled equity investments are generally fair valued using a market approach and/or an income approach. The market approach typically utilizes market value multiples of comparable publicly traded companies. The income approach typically utilizes a discounted cash flow analysis of the portfolio company. The Valuation Designee, under the supervision of the Board of Directors undertakes a multi-step valuation process each quarter, as described below: 1) each portfolio company or investment is initially valued by using a standardized template designed to approximate fair market value based on observable market inputs and updated credit statistics and unobservable inputs; 2) preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of the Investment Adviser’s senior management; 3) the Board of Directors or Valuation Designee engages independent third-party valuation firms to provide positive assurance on a portion of the Company’s illiquid investments each quarter (such that each illiquid investment will be reviewed by an independent valuation firm at least once on a rolling twelve-month basis) including review of management’s preliminary valuation and conclusion of fair value; 4) the Audit Committee reviews the assessments of the Valuation Designee and the independent third-party valuation firms and provide the Board of Directors with recommendations with respect to the fair value of each investment in the Company’s portfolio; and 5) the Board of Directors discusses the valuation recommendations of the Audit Committee and determine the fair value of each investment in the Company’s portfolio in good faith based on the input of the Valuation Designee and, where applicable, the third-party valuation firms. 130 Table of Contents The fair value is generally determined based on the assessment of the following factors, as relevant: • the nature and realizable value of any collateral; • call features, put features and other relevant terms of debt; • the portfolio company’s leverage and ability to make payments; • the portfolio company’s public or private letter credit ratings; • the portfolio company’s actual and expected earnings and discounted cash flow; • prevailing interest rates for like securities and expected volatility in future interest rates; • the markets in which the issuer does business and recent economic and/or market events; and • comparisons to publicly traded securities. Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information. The Board of Directors is ultimately responsible for the determination, in good faith, of the fair value of the Company’s portfolio investments. Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency. The following tables present the fair value hierarchy of investments: December 31, 2022 Level 1 Level 2 Level 3 Total First Lien Debt $ — $ 25,362 $ 2,668,749 $ 2,694,111 Second Lien Debt — 5,459 122,891 128,350 Other Securities — — 36,395 36,395 Subtotal $ — $ 30,821 $ 2,828,035 $ 2,858,856 Investment measured at net asset value (1) $ 14,732 Total $ 2,873,588 December 31, 2021 Level 1 Level 2 Level 3 Total First Lien Debt $ — $ 17,064 $ 2,207,036 $ 2,224,100 Second Lien Debt — — 121,550 121,550 Other Securities — — 27,973 27,973 Subtotal $ — $ 17,064 $ 2,356,559 $ 2,373,623 Investment measured at net asset value (1) $ 13,751 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. 131 Table of Contents 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: First Lien Debt Second Lien Debt Other Securities Total Investments Fair value, beginning of period $ 2,207,036 $ 121,550 $ 27,973 $ 2,356,559 Purchases of investments 900,740 15,694 8,315 924,749 Proceeds from principal repayments and sales of investments (384,631) — (48) (384,679) Accretion of discount/amortization of premium 11,062 278 1 11,341 Payment-in-kind 1,080 524 1,110 2,714 Net change in unrealized appreciation (depreciation) (67,033) (9,205) (1,004) (77,242) Net realized gains (losses) 495 — 48 543 Transfers into/(out) of Level 3 — (5,950) — (5,950) Fair value, end of period $ 2,668,749 $ 122,891 $ 36,395 $ 2,828,035 Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2022 $ (64,817) $ (9,186) $ (1,004) $ (75,007) The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the year ended December 31, 2021: First Lien Debt Second Lien Debt Other Securities Total Investments Fair value, beginning of period $ 558,318 $ 53,155 $ 2,959 $ 614,432 Purchases of investments 1,956,780 101,352 25,723 2,083,855 Proceeds from principal repayments and sales of investments (325,175) (36,250) (3,348) (364,773) Accretion of discount/amortization of premium 8,831 1,008 — 9,839 Payment-in-kind 133 509 537 1,179 Net change in unrealized appreciation (depreciation) 5,052 1,776 455 7,283 Net realized gains (losses) 248 — 1,647 1,895 Transfers into/(out) of Level 3 2,849 — — 2,849 Fair value, end of period $ 2,207,036 $ 121,550 $ 27,973 $ 2,356,559 Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2021 $ 6,807 $ 1,775 $ 455 $ 9,037 The following table presents quantitative information about the significant unobservable inputs of the Company’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Company’s determination of fair value. 132 Table of Contents December 31, 2022 Range Fair Value Valuation Technique Unobservable Input Low High Weighted Average 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 $ 1,826 Income Approach Discount Rate 16.60 % 16.60 % 16.60 % 372 Market Approach EBITDA Multiple 9.00x 9.00x 9.00x 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 1,281 Market Approach Revenue Multiple 10.20x 10.20x 10.20x Total investments in other securities $ 36,395 Total Investments $ 2,828,035 December 31, 2021 Range Fair Value Valuation Technique Unobservable Input Low High Weighted Average Investments in first lien debt $ 2,207,036 Yield Analysis Discount Rate 5.55 % 12.44 % 7.52 % Investments in second lien debt $ 121,550 Yield Analysis Discount Rate 7.12 % 10.79 % 8.51 % Investments in other securities: Unsecured debt $ 1,350 Yield Analysis Discount Rate 25.33 % 25.33 % 25.33 % Market Approach EBITDA Multiple 9.00x 9.00x 9.00x Preferred equity 9,950 Yield Analysis Discount Rate 11.70 % 12.10 % 11.92 % 1,298 Market Approach Revenue Multiple 11.80x 11.80x 11.80x Common equity 15,375 Market Approach EBITDA Multiple 8.10x 19.97x 13.11x Total investments in other securities $ 27,973 Total Investments $ 2,356,559 The significant unobservable input used in yield analysis is discount rate based on comparable market yields. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The 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 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: 133 Table of Contents December 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value CIBC Subscription Facility $ — $ — $ 310,350 $ 310,350 BNP Funding Facility 400,000 400,000 463,500 463,500 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 (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. (6) Debt 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 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, 2022 December 31, 2021 December 31, 2020 Borrowing interest expense $ 8,312 $ 6,379 $ 2,247 Facility unused commitment fees 26 92 406 Amortization of deferred financing costs 1,347 1,375 1,072 Total $ 9,685 $ 7,846 $ 3,725 Weighted average interest rate (excluding unused fees and financing costs) 3.13 % 1.77 % 1.93 % Weighted average outstanding balance $ 262,184 $ 354,810 $ 114,431 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. As of December 31, 2022 and December 31, 2021, the Company had $— and $89,650, respectively, of available capacity under the CIBC Subscription Facility (subject to borrowing base restrictions). BNP Funding Facility On October 14, 2020, DLF LLC entered into a Revolving Credit and Security Agreement (the “Credit and Security Agreement”, which was subsequently amended on December 11, 2020 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. 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. 134 Table of Contents The summary information of the BNP Funding Facility is as follows: For the Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Borrowing interest expense $ 15,376 $ 8,559 $ — Facility unused commitment fees 507 69 — Amortization of deferred financing costs 1,145 1,073 147 Total $ 17,028 $ 9,701 $ 147 Weighted average interest rate (excluding unused fees and financing costs) 3.90 % 2.48 % — % Weighted average outstanding balance $ 389,216 $ 340,437 $ — 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. As of December 31, 2022 and December 31, 2021, the Company had $200,000 and $136,500, respectively, of available capacity under the BNP Funding Facility (subject to borrowing base restrictions). Truist Credit Facilit y On July 16, 2021, the Company entered into a Senior Secured Revolving Credit Agreement with Truist Bank, as amended on December 3, 2021 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 is guaranteed by certain domestic subsidiaries of the Company (the “Guarantors”). The Company’s obligations to the lenders under the Truist Credit Facility are secured by a first priority security interest in substantially all of the assets of the Company and each Guarantor, subject to certain exceptions. The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the Truist Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the highest of (a) the prime rate as publicly announced by Truist Bank, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5%, and (c) one month LIBOR plus 1% per annum) plus either (A) 0.75% or (B) 0.875%, based on certain borrowing base conditions, and (y) for loans for which the Company elects the Eurocurrency option, the applicable LIBO Rate for the related Interest Period for such Borrowing plus either (A) 1.75% per annum, or (B) 1.875% per annum, based on certain borrowing base conditions. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. The 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 Facility unused commitment fees 2,487 858 Amortization of deferred financing costs 1,243 465 Total $ 15,689 $ 3,468 Weighted average interest rate (excluding unused fees and financing costs) 3.68 % 2.09 % Weighted average outstanding balance $ 320,955 $ 218,189 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). 135 Table of Contents Unsecured Notes 2027 Notes On February 11, 2022, the Company issued $425,000 in aggregate principal amount of 4.50% notes due 2027 (the restricted securities initially issued on February 11, 2022 together with the unrestricted securities issued pursuant to the exchange offer described below, the “2027 Notes”). The 2027 Notes will mature on February 11, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the indenture governing the 2027 Notes. The 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, 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 % 2025 Notes On September 13, 2022, the Company entered into a Master Note Purchase Agreement (the “Note Purchase Agreement”) governing the issuance of $275,000 in aggregate principal amount of Series A Senior Notes due September 13, 2025 (the “2025 Notes”) to certain qualified institutional investors in a private placement. The 2025 Notes were delivered and paid for on September 13, 2022, subject to certain customary closing conditions. The 2025 Notes have a fixed interest rate of 7.55% per year. The 2025 Notes will mature on September 13, 2025 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the Note Purchase Agreement. Interest on the 2025 Notes is due semiannually in February and August of each year. Subject to the terms of the Note Purchase Agreement, the Company may redeem the 2025 Notes in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if redeemed on or before June 13, 2025, a make-whole premium. The Company’s obligations under the Note Purchase Agreement are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. The summary information of 2025 Notes is as follows: For the year ended December 31, 2022 Borrowing interest expense $ 6,229 Amortization of debt issuance costs 365 Total $ 6,594 Stated interest rate 7.55 % 136 Table of Contents The Company’s debt obligations were as follows. Unused debt capacity of credit facilities were subject to certain borrowing base restrictions: December 31, 2022 December 31, 2021 Aggregate Principal Committed Outstanding Principal Unused Portion Aggregate Principal Committed Outstanding Principal Unused Portion 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 (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 In the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications. As of December 31, 2022, the Company had $314,251 unfunded commitments to fund delayed draw and revolving senior secured loans. As of December 31, 2021, the Company had $509,403 unfunded commitments to fund delayed draw and revolving senior secured loans. As of December 31, 2022 and December 31, 2021, the Company had $1,629,389 and $1,585,531, respectively, in total capital commitments from stockholders, of which $220,271 and $425,694, respectively, were unfunded. (8) Net Assets The following table shows the components of distributable earnings as shown on the Consolidated Statements of Assets and Liabilities: As of 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 net realized gain (loss) 537 1,895 2,154 Net unrealized appreciation (depreciation) (80,005) 8,431 5,508 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 $ 4,702 137 Table of Contents 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): Share Issuance Date Shares Issued Amount January 20, 2021 1,726,689 $ 35.0 March 12, 2021 2,171,816 45.0 April 12, 2021 5,326,877 110.0 May 26, 2021 4,036,582 85.0 July 16, 2021 7,161,130 149.9 October 15, 2021 7,806,514 164.0 November 12, 2021 8,182,294 174.0 December 29, 2021 4,748,891 99.6 Total 41,160,793 $ 862.5 The following table summarizes the Company’s distributions declared and payable for the year ended December 31, 2022: Date Declared Record Date Payment Date Per Share Amount Total Amount March 25, 2022 March 25, 2022 April 27, 2022 $ 0.48 $ 27,455 June 24, 2022 June 24, 2022 July 27, 2022 0.47 28,601 September 26, 2022 September 28, 2022 October 19, 2022 0.47 30,611 December 20, 2022 December 20, 2022 January 25, 2023 0.50 32,770 Total Distributions $ 1.92 $ 119,437 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 September 23, 2021 September 23, 2021 October 27, 2021 0.56 20,080 December 21, 2021 December 21, 2021 January 25, 2022 0.57 (1) 29,691 Total Distributions $ 2.07 $ 72,315 (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. federal, state and local tax consequences as if they received cash distributions; however, those stockholders will not receive cash with which to pay any applicable taxes. Shares issued under the DRIP will not reduce an investor’s outstanding capital commitment. The following table summarizes the DRIP shares issued to stockholders who have “opted in” to the DRIP for the year ended December 31, 2022 and the value of such shares as of the payment dates: 138 Table of Contents Payment Date DRIP Shares Value DRIP Shares Issued January 25, 2022 $ 7,540 358,891 April 27, 2022 6,964 332,212 July 27, 2022 7,614 372,338 October 19, 2022 8,204 408,126 Total $ 30,322 1,471,567 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 October 27, 2021 5,101 242,789 Total $ 13,572 652,809 (9) Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: For the Year Ended 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 (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 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 Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, and incentive fee accrual associated with any unrealized gains, as unrealized gains or losses are generally not included in taxable income until they are realized. For the year ended December 31, 2022, the Company estimated U.S. federal taxable income exceeded its distributions made from such taxable income during the year; consequently, the Company has elected to carry forward the excess for distribution to stockholders in 2022. The amount carried forward to 2023 is estimated to be approximately $11,559, of which $11,243 is expected to be ordinary income and $316 is expected to be capital gains, although these amounts will not be finalized until the 2022 tax returns are filed in 2023. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book-to-tax treatment of net operating losses, dividend re-designations and timing of the deductibility of certain business expenses, as applicable. To the extent these differences are permanent, they are charged or credited to additional paid-in capital, undistributed net investment income or undistributed net realized gains on investments, as appropriate. The book-to-tax differences relating to distributions made to the Company’s stockholders resulted in reclassifications among certain capital accounts as follows: 139 Table of Contents As of 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, 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): As of December 31, 2022 December 31, 2021 December 31, 2020 Gross unrealized appreciation $ 6,529 $ 18,635 $ 5,121 Gross unrealized depreciation (72,587) (4,696) (577) Net unrealized appreciation (depreciation) $ (66,058) $ 13,939 $ 4,544 Tax cost of investments at year end $ 2,939,635 $ 2,373,435 $ 632,437 (11) Consolidated Financial Highlights The following are the financial highlights (dollar amounts in thousands, except per share amounts): For the Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Per Share Data: (1) Net asset value, beginning of period $ 20.91 $ 20.08 $ 20.00 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 Dividends declared (1.92) (2.07) (1.30) Issuance of common stock — 0.04 0.25 Total increase (decrease) in net assets (1.10) 0.83 0.08 Net asset value, end of period $ 19.81 $ 20.91 $ 20.08 Shares outstanding, end of period 70,536,678 56,838,027 15,024,425 Total return based on net asset value (3) 3.99 % 14.83 % 7.07 % Ratio/Supplemental Data (all amounts in thousands except ratios and shares): Net assets, end of period $ 1,397,305 $ 1,188,587 $ 301,620 Weighted average shares outstanding (4) 61,676,363 31,159,302 7,559,426 Ratio of net expenses to average net assets 7.99 % 6.77 % 7.02 % Ratio of expenses before waivers to average net assets 9.55 % 8.26 % 8.20 % Ratio of net investment income to average net assets 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 % Portfolio turnover rate 14.87 % 27.18 % 31.11 % (1) The per share data was derived by using the weighted average shares outstanding during 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. (4) For the year ended December 31, 2020, weighted average shares outstanding was calculated for the period from February 5, 2020, the date of first external issuance of shares through December 31, 2020. 140 Table of Contents (12) Subsequent Events Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below. On 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. 141 Table of Contents Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure None.