UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________________________________________

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2024

OR

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

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 814-01332

Morgan Stanley Direct Lending Fund

(Exact name of registrant as specified in its charter)

Delaware	84-2009506
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1585 Broadway	10036
New York, NY	(Zip Code)
(Address of principal executive offices)

1 (212) 761-4000

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	MSDL	The New York Stock Exchange

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨
Emerging growth company	¨

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

1

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

As of November 6, 2024, the Registrant had 88,770,021 shares of common stock, $0.001 par value, outstanding.

MORGAN STANLEY DIRECT LENDING FUND

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS

Part I. Financial Information
Item 1.	Consolidated Financial Statements (unaudited)
	Consolidated Statements of Assets and Liabilities	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Changes in Net Assets	5
	Consolidated Statements of Cash Flows	6
	Consolidated Schedules of Investments	8
	Notes to the Consolidated Financial Statements	56
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	78
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	87
Item 4.	Controls and Procedures	88
Part II. Other Information
Item 1.	Legal Proceedings	88
Item 1A.	Risk Factors	88
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	89
Item 3.	Defaults Upon Senior Securities	89
Item 4.	Mine Safety Disclosures	89
Item 5.	Other Information	89
Item 6.	Exhibits	90

SIGNATURES

2

Morgan Stanley Direct Lending Fund

Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share amounts)

	As of
	September 30, 2024		December 31, 2023
	(Unaudited)		(Audited)
Assets
Non-controlled/non-affiliated investments, at fair value (amortized cost of $3,662,618 and $3,226,776)	$	3,640,324	$	3,193,561
Cash and cash equivalents (restricted cash of $2,000 and $0)	90,428		69,705
Deferred financing costs	17,499		14,317
Interest and dividend receivable from non-controlled/non-affiliated investments	31,793		28,884
Subscription receivable	—		41
Receivable for investments sold	1,869		173
Prepaid expenses and other assets	11,455		53
Total assets	3,793,368		3,306,734
Liabilities
Debt (net of unamortized debt issuance costs of $7,420 and $5,564)	1,841,565		1,496,032
Payable for investment purchased	7,101		8
Payable to affiliates (Note 3)	173		2,870
Dividends payable	53,537		49,968
Management fees payable	6,825		2,012
Income based incentive fees payable	8,448		11,766
Interest payable	16,284		18,823
Accrued expenses and other liabilities	5,713		4,104
Total liabilities	1,939,646		1,585,583
Commitments and contingencies (Note 7)
Net assets
Preferred stock, $0.001 par value (1,000,000 shares authorized; no shares issued and outstanding)	—		—
Common stock, par value $0.001 (100,000,000 shares authorized; 89,008,972 and 83,278,831 shares issued and outstanding)	89		83
Paid-in capital in excess of par value	1,823,833		1,712,609
Total distributable earnings (loss)	29,800		8,459
Total net assets	$	1,853,722	$	1,721,151
Total liabilities and net assets	$	3,793,368	$	3,306,734
Net asset value per share	$	20.83	$	20.67

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

3

Morgan Stanley Direct Lending Fund

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share amounts)

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Investment Income:
From non-controlled/non-affiliated investments:
Interest income	$	105,129	$	90,977	$	298,832	$	259,267
Payment-in-kind	2,150		1,141		7,644		2,204
Dividend income	670		564		1,881		1,564
Other income	1,803		1,769		4,684		3,949
Total investment income	109,752		94,451		313,041		266,984
Expenses:
Interest and other financing expenses	33,153		29,686		89,715		84,260
Management fees	9,100		7,754		25,969		22,503
Income based incentive fees	10,128		10,727		33,018		30,246
Professional fees	1,708		1,296		4,612		3,385
Directors’ fees	130		85		404		253
Administrative service fees	138		27		180		141
General and other expenses	120		118		279		483
Total expenses	54,477		49,693		154,177		141,271
Management fees waiver (Note 3)	(2,275)		(5,816)		(7,532)		(16,878)
Incentive fees waiver (Note 3)	(1,680)		—		(4,542)		—
Net expenses	50,522		43,877		142,103		124,393
Net investment income (loss) before taxes	59,230		50,574		170,938		142,591
Excise tax expense	501		—		1,437		—
Net investment income (loss) after taxes	58,729		50,574		169,501		142,591
Net realized and unrealized gain (loss):
Net realized gain (loss) on non-controlled/non-affiliated investments	(10,965)		5		(16,482)		127
Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated investments	5,442		22,829		10,916		30,909
Net realized and unrealized gain (loss)	(5,523)		22,834		(5,566)		31,036
Net increase (decrease) in net assets resulting from operations	$	53,206	$	73,408	$	163,935	$	173,627
Net investment income (loss) per share (basic and diluted)	$	0.66	$	0.70	$	1.91	$	2.00
Earnings per share (basic and diluted)	$	0.60	$	1.02	$	1.85	$	2.43
Weighted average shares outstanding	89,264,686		71,874,113		88,633,994		71,361,910

    

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

4

Morgan Stanley Direct Lending Fund

Consolidated Statements of Changes in Net Assets (Unaudited)

(In thousands, except share and per share amount)

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net assets at the beginning of period	$	1,861,961	$	1,440,001	$	1,721,151	$	1,397,305
Increase (decrease) in net assets resulting from operations:
Net investment income (loss)	58,729		50,574		169,501		142,591
Net realized gain (loss)	(10,965)		5		(16,482)		127
Net change in unrealized appreciation (depreciation)	5,442		22,829		10,916		30,909
Net increase in net assets resulting from operations	53,206		73,408		163,935		173,627
Distributions to stockholders from:
Distributable earnings	(53,443)		(43,211)		(142,594)		(119,323)
Total distributions to stockholders	(53,443)		(43,211)		(142,594)		(119,323)
Capital transactions:
Issuance of common stock, net of underwriting and offering costs	—		—		95,847		—
Reinvestment of dividends	—		11,274		23,385		29,863
Repurchase of common Stock	(8,002)		—		(8,002)		—
Net increase (decrease) in net assets resulting from capital transactions	(8,002)		11,274		111,230		29,863
Total increase (decrease) in net assets	(8,239)		41,471		132,571		84,167
Net assets at end of period	$	1,853,722	$	1,481,472	$	1,853,722	$	1,481,472
Dividends per share	$	0.60	$	0.60	$	1.60	$	1.67

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

5

Morgan Stanley Direct Lending Fund

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	For the Nine Months Ended
	September 30, 2024		September 30, 2023
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	163,935	$	173,627
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation on investments	(10,916)		(30,909)
Net unrealized (appreciation) depreciation on interest rate swap attributed to unsecured notes	(33)		—
Net realized (gain) loss on investments	16,482		(127)
Net accretion of discount and amortization of premium on investments	(11,901)		(7,283)
Payment-in-kind interest and dividend capitalized	(9,220)		(3,539)
Amortization of deferred financing costs	2,726		2,313
Amortization of debt issuance costs and original issuance discount on unsecured notes	2,692		1,906
Purchases of investments and change in payable for investments purchased	(1,037,967)		(378,239)
Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid	612,161		170,399
Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable	(2,909)		(5,267)
(Increase) decrease in prepaid expenses and other assets	(271)		(23,847)
(Decrease) increase in payable to affiliates	(2,697)		(1,384)
(Decrease) increase in management fees payable	4,813		155
(Decrease) increase in incentive fees payable	(3,318)		2,609
(Decrease) increase in interest payable	(2,539)		(8,086)
(Decrease) increase in accrued expenses and other liabilities	1,609		903
Net cash provided by (used in) operating activities	(277,353)		(106,769)
Cash flows from financing activities:
Borrowings on debt	968,835		338,000
Repayments on debt	(633,000)		(145,000)
Deferred financing costs paid	(5,908)		(9,942)
Debt issuance costs paid	(4,097)		—
Dividends paid in cash	(115,640)		(79,307)
Capital call proceeds received in advance	—		7,332
Repurchases of common stock	(8,002)		—
Proceeds from issuance of common stock, net of underwriting & offering costs	95,888		2,556
Net cash provided by (used in) financing activities	298,076		113,639
Net increase (decrease) in cash, cash equivalents and restricted cash	20,723		6,870
Cash, cash equivalents and restricted cash, beginning of period	69,705		81,215
Cash, cash equivalents and restricted cash, end of period	$	90,428	$	88,085

6

Morgan Stanley Direct Lending Fund

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

Supplemental information and non-cash activities:
Excise tax paid	$	1,516	$	361
Interest expense paid	$	86,869	$	88,128
Reinvestment of dividends	$	23,385	$	29,863
Dividends payable	$	53,537	$	43,211
Non-cash purchases of investments	$	(24,930)	$	—
Non-cash sales of investments	$	24,930	$	—

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

7

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Debt Investments
Aerospace & Defense
Jonathan Acquisition Company	(6) (8)	First Lien Debt	S +	5.00%	9.70%	12/22/2026	3,398	$	3,349	$	3,380	0.18	%
Mantech International CP	(6) (9)	First Lien Debt	S +	5.00%	10.25%	9/14/2029	4,204	4,200		4,204		0.23
Mantech International CP	(6) (9) (16)	First Lien Debt	S +	5.00%	10.25%	9/14/2029	—	(1)		—		—
Mantech International CP	(6) (9) (16)	First Lien Debt	S +	5.00%	10.25%	9/14/2028	—	(1)		—		—
PCX Holding Corp.	(6) (7) (8)	First Lien Debt	S +	6.25%	11.00%	4/22/2027	17,908	17,820		16,629		0.90
PCX Holding Corp.	(6) (8)	First Lien Debt	S +	6.25%	11.00%	4/22/2027	18,032	17,846		16,745		0.90
PCX Holding Corp.	(6) (8)	First Lien Debt	S +	6.25%	11.00%	4/22/2027	1,851	1,843		1,719		0.09
Two Six Labs, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.86%	8/20/2027	34,454	33,988		34,226		1.85
Two Six Labs, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.86%	8/20/2027	4,215	4,150		4,140		0.22
Two Six Labs, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.86%	8/20/2027	—	(21)		(25)		—
								83,173		81,018		4.37
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(6) (9)	First Lien Debt	S +	5.75%	10.52%	6/11/2027	14,154	13,981		14,154		0.76
RoadOne IntermodaLogistics	(6) (8)	First Lien Debt	S +	6.25%	11.10%	12/29/2028	1,643	1,605		1,607		0.09
RoadOne IntermodaLogistics	(6) (8)	First Lien Debt	S +	6.25%	11.10%	12/29/2028	151	147		147		0.01
RoadOne IntermodaLogistics	(6) (8) (16)	First Lien Debt	S +	6.25%	11.10%	12/29/2028	20	13		13		—
								15,746		15,921		0.86
Automobile Components
Continental Battery Company	(6) (8) (14)	First Lien Debt	S +	7.00% (incl. 4.08% PIK)	11.75%	1/20/2027	6,406	6,342		4,783		0.26
PAI Holdco, Inc.	(6) (8)	Second Lien Debt	S +	7.50% (incl. 2.00% PIK)	12.90%	10/28/2028	26,972	26,522		24,041		1.30
Randy's Holdings, Inc.	(6) (8)	First Lien Debt	S +	6.25%	11.56%	11/1/2028	6,625	6,476		6,620		0.36
Randy's Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	6.25%	11.56%	11/1/2028	666	634		664		0.04
Randy's Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	6.25%	11.56%	11/1/2028	208	190		207		0.01
Sonny's Enterprises, LLC	(6) (7) (8)	First Lien Debt	S +	5.25%	10.53%	8/5/2028	45,665	45,189		45,382		2.45
Sonny's Enterprises, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	10.53%	8/5/2028	113	103		104		0.01
Spectrum Automotive Holdings Corp.	(6) (7) (9)	First Lien Debt	S +	5.25%	9.85%	6/29/2028	23,230	23,017		22,951		1.24
Spectrum Automotive Holdings Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.85%	6/29/2028	6,427	6,299		6,236		0.34
Spectrum Automotive Holdings Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.85%	6/29/2027	—	(6)		(11)		—
								114,766		110,977		5.99
Automobiles
ARI Network Services, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.85%	8/28/2026	20,666	20,492		20,575		1.11
ARI Network Services, Inc.	(6) (7) (9)	First Lien Debt	S +	5.00%	9.85%	8/28/2026	3,566	3,536		3,550		0.19
ARI Network Services, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.85%	8/28/2026	1,380	1,372		1,366		0.07

8

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
COP Collisionright Parent, LLC	(6) (7) (8)	First Lien Debt	S +	5.50%	10.75%	1/29/2030	6,380	$	6,263	$	6,286	0.34	%
COP Collisionright Parent, LLC	(6) (8) (16)	First Lien Debt	S +	5.50%	10.75%	1/29/2030	1,165	1,121		1,111		0.06
COP Collisionright Parent, LLC	(6) (8) (16)	First Lien Debt	S +	5.50%	10.75%	1/29/2030	154	136		139		0.01
Drivecentric Holdings, LLC	(6) (9)	First Lien Debt	S +	4.75%	9.87%	8/15/2031	26,470	26,209		26,209		1.41
Drivecentric Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.87%	8/15/2031	—	(35)		(35)		—
LeadVenture, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.85%	8/28/2026	368	360		360		0.02
Turbo Buyer, Inc.	(6) (8)	First Lien Debt	S +	6.00%	10.75%	12/2/2025	37,267	37,045		35,641		1.92
Turbo Buyer, Inc.	(6) (8)	First Lien Debt	S +	6.00%	10.75%	12/2/2025	37,450	37,180		35,816		1.93
Vehlo Purchaser, LLC	(6) (9)	First Lien Debt	S +	5.25%	10.49%	5/24/2028	2,936	2,909		2,911		0.16
Vehlo Purchaser, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	10.49%	5/24/2028	713	626		587		0.03
Vehlo Purchaser, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	10.49%	5/24/2028	14	13		13		—
								137,227		134,529		7.26
Biotechnology
GraphPad Software, LLC	(6) (9)	First Lien Debt	S +	4.75%	9.35%	6/30/2031	26,891	26,761		26,892		1.45
GraphPad Software, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.35%	6/30/2031	798	760		798		0.04
GraphPad Software, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.35%	6/30/2031	—	(14)		—		—
								27,507		27,690		1.49
Building Products
Project Potter Buyer, LLC	(6) (8)	First Lien Debt	S +	6.00%	10.60%	4/23/2027	13,653	13,653		13,653		0.74
Project Potter Buyer, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	10.60%	4/23/2026	—	—		—		—
								13,653		13,653		0.74
Chemicals
Tank Holding Corp.	(7) (9)	First Lien Debt	S +	5.75%	10.52%	3/31/2028	15,594	15,373		15,297		0.83
Tank Holding Corp.	(9) (16)	First Lien Debt	S +	5.75%	10.52%	3/31/2028	332	322		324		0.02
Tank Holding Corp.	(9) (16)	First Lien Debt	S +	5.75%	10.52%	3/31/2028	567	557		551		0.03
V Global Holdings, LLC	(6) (7) (9)	First Lien Debt	S +	5.75%	10.96%	12/22/2027	4,817	4,755		4,505		0.24
V Global Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.75%	10.96%	12/22/2025	513	508		469		0.03
								21,515		21,146		1.14
Commercial Services & Supplies
365 Retail Markets, LLC	(6) (8)	First Lien Debt	S +	4.75%	10.23%	12/23/2026	16,973	16,834		16,972		0.92
365 Retail Markets, LLC	(6) (8)	First Lien Debt	S +	4.75%	10.23%	12/23/2026	5,446	5,412		5,445		0.29
Apryse Software Corp.	(6) (7) (8) (11)	First Lien Debt	S +	5.00%	10.25%	7/15/2027	39,455	39,077		39,313		2.12
Atlas Us Finco, Inc.	(6) (8) (11)	First Lien Debt	S +	5.75%	11.03%	12/9/2029	8,993	8,818		8,993		0.49
Atlas Us Finco, Inc.	(6) (8) (11) (16)	First Lien Debt	S +	5.75%	11.03%	12/9/2028	—	(4)		—		—
BPG Holdings IV Corp.	(6) (9)	First Lien Debt	S +	6.00%	10.60%	7/29/2029	11,559	10,956		10,574		0.57
Consor Intermediate II, LLC	(6) (9)	First Lien Debt	S +	4.75%	9.35%	5/12/2031	5,034	4,986		4,991		0.27

9

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Consor Intermediate II, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.35%	5/12/2031	—	$	(22)	$	(39)	—	%
Consor Intermediate II, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.35%	5/12/2031	—	(12)		(10)		—
CRCI Longhorn Holdings, Inc.	(6) (7) (9)	First Lien Debt	S +	5.00%	9.85%	8/27/2031	9,882	9,784		9,784		0.53
CRCI Longhorn Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.85%	8/27/2031	—	(12)		(12)		—
CRCI Longhorn Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.85%	8/27/2031	824	807		807		0.04
Encore Holdings, LLC	(6) (9)	First Lien Debt	S +	5.25%	10.20%	11/23/2028	1,817	1,796		1,803		0.10
Encore Holdings, LLC	(6) (9)	First Lien Debt	S +	5.25%	10.20%	11/23/2028	10,383	10,214		10,216		0.55
Encore Holdings, LLC	(6) (16)	First Lien Debt	P +	4.00%	12.00%	11/23/2027	—	(5)		(4)		—
Energy Labs Holdings Corp.	(6) (8)	First Lien Debt	S +	5.00%	9.95%	4/7/2028	468	463		461		0.02
Energy Labs Holdings Corp.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.95%	4/7/2028	36	32		29		—
Energy Labs Holdings Corp.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.95%	4/7/2028	—	(3)		(3)		—
FLS Holding, Inc.	(6) (8) (11)	First Lien Debt	S +	5.25%	10.31%	12/15/2028	18,881	18,626		17,378		0.94
FLS Holding, Inc.	(6) (8) (11)	First Lien Debt	S +	5.25%	10.31%	12/15/2028	4,427	4,365		4,075		0.22
FLS Holding, Inc.	(6) (8) (11) (16)	First Lien Debt	S +	5.25%	10.31%	12/17/2027	901	882		758		0.04
Ground Penetrating Radar Systems, LLC	(6) (7) (8)	First Lien Debt	S +	5.75%	10.83%	4/2/2031	20,512	20,219		20,337		1.10
Ground Penetrating Radar Systems, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.83%	4/2/2031	—	(54)		(66)		—
Ground Penetrating Radar Systems, LLC	(6) (16)	First Lien Debt	P +	4.75%	12.75%	4/2/2031	391	354		369		0.02
Helios Service Partners, LLC	(6) (8)	First Lien Debt	S +	6.25%	10.87%	3/19/2027	6,807	6,683		6,799		0.37
Helios Service Partners, LLC	(6) (8) (16)	First Lien Debt	S +	6.25%	10.87%	3/19/2027	10,449	10,199		10,401		0.56
Helios Service Partners, LLC	(6) (8) (16)	First Lien Debt	S +	6.25%	10.87%	3/19/2027	258	236		256		0.01
Hercules Borrower, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.95%	12/15/2026	479	456		451		0.02
HSI Halo Acquisition, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.85%	6/30/2031	13,587	13,455		13,587		0.73
HSI Halo Acquisition, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.85%	6/30/2031	563	547		563		0.03
HSI Halo Acquisition, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.85%	6/28/2030	—	(21)		—		—
Iris Buyer, LLC	(6) (8)	First Lien Debt	S +	6.25%	11.50%	10/2/2030	6,955	6,783		6,902		0.37
Iris Buyer, LLC	(6) (8) (16)	First Lien Debt	S +	6.25%	11.50%	10/2/2030	656	636		648		0.03
Iris Buyer, LLC	(6) (8) (16)	First Lien Debt	S +	6.25%	11.50%	10/2/2029	—	(23)		(8)		—
PDFTron Systems, Inc.	(6) (7) (8) (11) (16)	First Lien Debt	S +	5.00%	10.25%	7/15/2026	5,133	5,078		5,106		0.28
Procure Acquireco, Inc. (Procure Analytics)	(6) (9)	First Lien Debt	S +	5.00%	9.99%	12/20/2028	3,859	3,807		3,859		0.21
Procure Acquireco, Inc. (Procure Analytics)	(6) (9)	First Lien Debt	S +	5.00%	9.99%	12/20/2028	191	188		191		0.01
Procure Acquireco, Inc. (Procure Analytics)	(6) (9) (16)	First Lien Debt	S +	5.00%	9.99%	12/20/2028	—	(3)		—		—
Pye-Barker Fire & Safety, LLC	(6) (9)	First Lien Debt	S +	4.50%	9.10%	5/26/2031	26,325	26,325		26,325		1.42
Pye-Barker Fire & Safety, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	9.10%	5/26/2031	635	581		635		0.03
Pye-Barker Fire & Safety, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	9.10%	5/24/2030	456	421		456		0.02
Routeware, Inc.	(6) (8)	First Lien Debt	S +	5.25%	10.11%	9/18/2031	3,182	3,150		3,150		0.17
Routeware, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	10.11%	9/18/2031	—	(7)		(7)		—

10

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)		Cost(5)		Fair Value		Percentage of Net Assets
Routeware, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	10.11%	09/18/2031	—		$	(3)	$	(3)	—	%
Sherlock Buyer Corp.	(6) (8)	First Lien Debt	S +	5.75%	10.45%	12/8/2028	10,866		10,719		10,866		0.59
Sherlock Buyer Corp.	(6) (8) (16)	First Lien Debt	S +	5.75%	10.45%	12/8/2027	—		(14)		—		—
Surewerx Purchaser III, Inc.	(6) (9) (11)	First Lien Debt	S +	5.25%	9.85%	12/28/2029	5,406		5,273		5,385		0.29
Surewerx Purchaser III, Inc.	(6) (9) (11)	First Lien Debt	S +	5.25%	9.85%	12/28/2029	C$	256	186		189		0.01
Surewerx Purchaser III, Inc.	(6) (9) (11) (16)	First Lien Debt	S +	5.25%	9.85%	12/28/2029	—		(17)		(4)		—
Surewerx Purchaser III, Inc.	(6) (9) (11) (16)	First Lien Debt	S +	5.25%	9.85%	12/28/2028	648		625		644		0.03
Sweep Midco, LLC	(6) (13)	Second Lien Debt				3/12/2036	4,872		—		—		—
Sweep Midco, LLC	(6) (13)	Second Lien Debt				3/12/2034	1,674		836		837		0.05
Sweep Purchaser, LLC	(6) (8)	First Lien Debt	S +	5.75% PIK	10.80%	6/30/2027	5,985		5,985		5,985		0.32
Sweep Purchaser, LLC	(6) (8)	First Lien Debt	S +	5.75%	10.80%	6/30/2027	3,171		3,171		3,171		0.17
Sweep Purchaser, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.80%	6/30/2027	—		—		—		—
Tamarack Intermediate, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.83%	3/13/2028	7,037		6,951		7,036		0.38
Tamarack Intermediate, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.83%	3/13/2028	597		584		597		0.03
Tamarack Intermediate, LLC	(6) (9) (16)	First Lien Debt	S +	5.75%	10.83%	3/13/2028	—		(10)		—		—
Transit Technologies, LLC	(6) (7) (9)	First Lien Debt	S +	4.75%	9.71%	8/20/2031	7,955		7,876		7,876		0.42
Transit Technologies, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.71%	8/20/2031	—		(14)		(14)		—
Transit Technologies, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.71%	8/20/2030	—		(17)		(17)		—
United Flow Technologies Intermediate Holdco II, LLC	(6) (8)	First Lien Debt	S +	5.25%	9.85%	6/23/2031	8,910		8,780		8,910		0.48
United Flow Technologies Intermediate Holdco II, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.85%	6/23/2031	50		13		50		—
United Flow Technologies Intermediate Holdco II, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.85%	6/21/2030	—		(14)		—		—
US Infra Svcs Buyer, LLC	(6) (7) (8)	First Lien Debt	S +	7.25% (incl. 4.75% PIK)	12.79%	4/13/2027	13,673		13,559		12,373		0.67
US Infra Svcs Buyer, LLC	(6) (7) (8)	First Lien Debt	S +	7.25% (incl. 4.75% PIK)	12.79%	4/13/2027	1,930		1,919		1,746		0.09
US Infra Svcs Buyer, LLC	(6) (8) (16)	First Lien Debt	S +	7.25% (incl. 4.75% PIK)	12.79%	4/13/2027	1,350		1,339		1,136		0.06
Vensure Employer Services, Inc.	(6) (10)	First Lien Debt	S +	5.00%	9.64%	9/29/2031	7,789		7,711		7,711		0.42
Vensure Employer Services, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.64%	9/29/2031	—		(11)		(11)		—
VRC Companies, LLC	(6) (8)	First Lien Debt	S +	5.75%	10.88%	6/29/2027	72,443		71,857		72,443		3.91
VRC Companies, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.88%	6/29/2027	403		397		403		0.02
VRC Companies, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.88%	6/29/2027	—		(11)		—		—
									379,674		378,794		20.43
Construction & Engineering
Arcoro Holdings Corp.	(6) (8)	First Lien Debt	S +	5.50%	10.10%	3/28/2030	13,011		12,767		12,879		0.69

11

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Arcoro Holdings Corp.	(6) (8) (16)	First Lien Debt	S +	5.50%	10.10%	3/28/2030	—	$	(36)	$	(20)	—	%
KPSKY Acquisition, Inc.	(6) (9)	First Lien Debt	S +	5.50%	10.85%	10/19/2028	33,604	33,166		29,700		1.60
KPSKY Acquisition, Inc.	(6) (9)	First Lien Debt	S +	5.50%	10.85%	10/19/2028	7,695	7,587		6,801		0.37
LJ Avalon Holdings, LLC	(6) (8)	First Lien Debt	S +	5.25%	10.48%	2/1/2030	4,100	3,998		4,100		0.22
LJ Avalon Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	10.48%	2/1/2030	1,678	1,629		1,678		0.09
LJ Avalon Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	10.48%	2/1/2029	—	(15)		—		—
Superman Holdings, LLC	(6) (9)	First Lien Debt	S +	4.50%	9.56%	8/29/2031	20,048	19,948		19,948		1.08
Superman Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	9.56%	8/29/2031	—	(16)		(16)		—
Superman Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	9.56%	8/29/2031	—	(14)		(14)		—
								79,014		75,056		4.05
Consumer Staples Distribution & Retail
PDI TA Holdings, Inc.	(6) (9)	First Lien Debt	S +	5.25%	10.46%	2/3/2031	22,452	22,254		22,452		1.21
PDI TA Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	10.46%	2/3/2031	—	(35)		—		—
PDI TA Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	10.46%	2/3/2031	—	(21)		—		—
								22,198		22,452		1.21
Containers & Packaging
BP Purchaser, LLC	(6) (9)	First Lien Debt	S +	5.50%	10.69%	12/11/2028	17,030	16,800		15,792		0.85
FORTIS Solutions Group, LLC	(6) (9)	First Lien Debt	S +	5.50%	10.20%	10/13/2028	26,745	26,397		26,745		1.44
FORTIS Solutions Group, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	10.20%	10/13/2028	98	93		98		0.01
FORTIS Solutions Group, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	10.20%	10/15/2027	720	692		720		0.04
								43,982		43,355		2.34
Distributors
48Forty Solutions, LLC	(6) (8)	First Lien Debt	S +	6.00%	11.30%	11/30/2026	17,587	17,382		15,476		0.83
48Forty Solutions, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	11.30%	11/30/2026	2,253	2,228		1,927		0.10
ABB Concise Optical Group, LLC	(6) (9)	First Lien Debt	S +	7.50%	12.31%	2/23/2028	17,008	16,732		15,254		0.82
Avalara, Inc.	(6) (9)	First Lien Debt	S +	6.25%	10.85%	10/19/2028	10,402	10,215		10,402		0.56
Avalara, Inc.	(6) (9) (16)	First Lien Debt	S +	6.25%	10.85%	10/19/2028	—	(17)		—		—
Bradyifs Holdings, LLC	(6) (7) (8)	First Lien Debt	S +	6.00%	11.25%	10/31/2029	7,388	7,257		7,388		0.40
Bradyifs Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	11.25%	10/31/2029	583	570		583		0.03
PT Intermediate Holdings III, LLC	(6) (9)	First Lien Debt	S +	5.00% (incl. 1.75% PIK)	9.60%	4/9/2030	41,409	41,040		41,339		2.23
PT Intermediate Holdings III, LLC	(6) (9) (16)	First Lien Debt	S +	5.00% (incl. 1.75% PIK)	9.60%	4/9/2030	—	(4)		(5)		—
								95,403		92,364		4.98
Diversified Consumer Services
Any Hour, LLC	(6) (7)	First Lien Debt	S +	5.00%	9.60%	5/23/2030	23,664	23,325		23,293		1.26
Any Hour, LLC	(6) (16)	First Lien Debt	S +	5.00%	9.60%	5/23/2030	670	616		561		0.03

12

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Any Hour, LLC	(6) (16)	First Lien Debt	S +	5.00%	9.60%	5/23/2030	1,108	$	1,059	$	1,054	0.06	%
Any Hour, LLC	(6)	Other Debt		13.00% PIK	13.00%	5/23/2031	6,166	6,052		6,070		0.33
Apex Service Partners, LLC	(6) (7) (8)	First Lien Debt	S +	7.00% (incl. 2.00% PIK)	11.69%	10/24/2030	37,008	36,413		36,838		1.99
Apex Service Partners, LLC	(6) (8)	First Lien Debt	S +	7.00% (incl. 2.00% PIK)	11.69%	10/24/2030	8,811	8,650		8,770		0.47
Apex Service Partners, LLC	(6) (8) (16)	First Lien Debt	S +	7.00% (incl. 2.00% PIK)	11.69%	10/24/2029	1,592	1,547		1,578		0.09
Assembly Intermediate, LLC	(6) (8)	First Lien Debt	S +	5.25%	9.85%	10/19/2027	20,741	20,501		20,741		1.12
Assembly Intermediate, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.85%	10/19/2027	3,630	3,579		3,630		0.20
Assembly Intermediate, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.85%	10/19/2027	—	(21)		—		—
Eclipse Buyer, Inc.	(6) (10)	First Lien Debt	S +	4.75%	9.74%	9/8/2031	4,244	4,202		4,202		0.23
Eclipse Buyer, Inc.	(6) (10) (16)	First Lien Debt	S +	4.75%	9.74%	9/8/2031	—	(4)		(4)		—
Eclipse Buyer, Inc.	(6) (10) (16)	First Lien Debt	S +	4.75%	9.74%	9/8/2031	—	(4)		(4)		—
Essential Services Holding Corporation	(6) (9)	First Lien Debt	S +	5.00%	10.29%	6/17/2031	17,245	17,077		17,151		0.93
Essential Services Holding Corporation	(6) (9) (16)	First Lien Debt	S +	5.00%	10.29%	6/17/2031	—	(23)		(26)		—
Essential Services Holding Corporation	(6) (9) (16)	First Lien Debt	S +	5.00%	10.29%	6/17/2030	—	(28)		(16)		—
EVDR Purchaser, Inc.	(6) (9)	First Lien Debt	S +	5.25%	10.10%	2/14/2031	20,480	20,096		20,480		1.10
EVDR Purchaser, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	10.10%	2/14/2031	—	(54)		—		—
EVDR Purchaser, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	10.10%	2/14/2031	—	(64)		—		—
FPG Intermediate Holdco, LLC	(6) (8) (14)	First Lien Debt	S +	6.75% (incl. 4.00% PIK)	11.25%	3/5/2027	429	424		366		0.02
Heartland Home Services	(6) (9)	First Lien Debt	S +	5.75%	10.45%	12/15/2026	1,931	1,923		1,809		0.10
Lightspeed Solution, LLC	(6) (9)	First Lien Debt	S +	6.50% (incl. 2.17% PIK)	11.10%	3/1/2028	8,123	8,026		8,123		0.44
Lightspeed Solution, LLC	(6) (9)	First Lien Debt	S +	6.50% (incl. 2.17% PIK)	11.10%	3/1/2028	535	528		535		0.03
LUV Car Wash Group, LLC	(6) (8)	First Lien Debt	S +	7.00%	12.31%	12/9/2026	889	885		889		0.05
Magnolia Wash Holdings	(6)(8)	First Lien Debt	S +	6.50%	11.83%	7/14/2028	3,263	3,217		3,004		0.16
Magnolia Wash Holdings	(6)(8)	First Lien Debt	S +	6.50%	11.83%	7/14/2028	693	683		638		0.03
Magnolia Wash Holdings	(6)(8)(16)	First Lien Debt	S +	6.50%	11.83%	7/14/2028	87	85		75		—
Project Accelerate Parent, LLC	(6) (9)	First Lien Debt	S +	5.25%	10.54%	2/24/2031	8,728	8,646		8,694		0.47
Project Accelerate Parent, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	10.54%	2/24/2031	—	(11)		(5)		—
Vertex Service Partners, LLC	(6) (7) (9)	First Lien Debt	S +	5.50%	10.49%	11/8/2030	1,765	1,725		1,745		0.09
Vertex Service Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	10.49%	11/8/2030	3,375	3,298		3,336		0.18
Vertex Service Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	10.49%	11/8/2030	66	56		60		—
								172,404		173,587		9.36
Electronic Equipment, Instruments & Components

13

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Abracon Group Holdings, LLC	(6) (9)	First Lien Debt	S +	6.00%	11.44%	7/6/2028	5,991	$	5,911	$	4,564	0.25	%
Abracon Group Holdings, LLC	(6) (9)	First Lien Debt	S +	6.00%	11.44%	7/6/2028	401	396		306		0.02
Dwyer Instruments, Inc.	(6) (9)	First Lien Debt	S +	5.75%	10.45%	7/21/2027	10,445	10,308		10,395		0.56
Dwyer Instruments, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.45%	7/21/2027	2,007	1,957		1,980		0.11
Dwyer Instruments, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.45%	7/21/2027	—	(11)		(4)		—
Infinite Bidco, LLC	(6) (10)	First Lien Debt	S +	6.25%	11.64%	3/2/2028	12,267	12,000		12,267		0.66
Infinite Bidco, LLC	(10)	Second Lien Debt	S +	7.00%	11.84%	3/2/2029	25,500	25,452		21,208		1.14
Magneto Components Buyco, LLC	(6) (7) (9)	First Lien Debt	S +	6.50% (incl. 2.65% PIK)	10.60%	12/5/2030	15,299	15,043		15,215		0.82
Magneto Components Buyco, LLC	(6) (9) (16)	First Lien Debt	S +	6.50% (incl. 2.65% PIK)	10.60%	12/5/2030	—	(25)		(17)		—
Magneto Components Buyco, LLC	(6) (9) (16)	First Lien Debt	S +	6.50% (incl. 2.65% PIK)	10.60%	12/5/2029	—	(40)		(14)		—
								70,991		65,900		3.56
Energy Equipment & Services
QBS Parent, Inc.	(6)	Second Lien Debt	S +	8.50%	13.45%	9/21/2026	15,000	14,888		15,000		0.81
Financial Services
Applitools, Inc.	(6) (9) (11)	First Lien Debt	S +	6.25% PIK	10.85%	5/25/2029	3,915	3,875		3,873		0.21
Applitools, Inc.	(6) (9) (11) (16)	First Lien Debt	S +	6.25%	11.58%	5/25/2028	—	(5)		(4)		—
Cerity Partners, LLC	(6) (9)	First Lien Debt	S +	5.25%	10.31%	7/30/2029	4,719	4,605		4,719		0.25
Cerity Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	10.31%	7/30/2029	6,664	6,498		6,664		0.36
Cerity Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	10.31%	7/30/2029	—	(2)		—		—
GC Waves Holdings, Inc.	(6) (9)	First Lien Debt	S +	5.25%	10.20%	8/10/2029	2,284	2,246		2,270		0.12
GC Waves Holdings, Inc.	(6) (9)	First Lien Debt	S +	5.25%	10.20%	8/10/2029	2,166	2,046		2,128		0.11
GC Waves Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	10.20%	8/10/2029	—	(5)		(2)		—
MAI Capital Management Intermediate, LLC	(6) (7) (9)	First Lien Debt	S +	4.75%	9.35%	8/29/2031	4,632	4,586		4,586		0.25
MAI Capital Management Intermediate, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.35%	8/29/2031	—	(14)		(14)		—
MAI Capital Management Intermediate, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.35%	8/29/2031	—	(10)		(10)		—
RFS Opco, LLC	(6) (10)	First Lien Debt	S +	5.00%	9.60%	4/4/2031	14,500	14,362		14,367		0.78
RFS Opco, LLC	(6) (10) (16)	First Lien Debt	S +	4.00%	8.60%	4/4/2029	—	(5)		(5)		—
SitusAMC Holdings Corp.	(6) (9)	First Lien Debt	S +	5.50%	10.20%	12/22/2027	3,871	3,853		3,853		0.21
SitusAMC Holdings Corp.	(6) (9)	First Lien Debt	S +	5.50%	10.20%	12/22/2027	3,346	3,325		3,343		0.18
Smarsh, Inc.	(6) (9)	First Lien Debt	S +	5.75%	10.35%	2/16/2029	4,286	4,225		4,286		0.23
Smarsh, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.35%	2/16/2029	536	525		536		0.03
Smarsh, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.35%	2/16/2029	—	(3)		—		—
Trintech, Inc.	(6) (7) (8)	First Lien Debt	S +	5.50%	10.35%	7/25/2029	33,830	33,255		33,174		1.79
Trintech, Inc.	(6) (8) (16)	First Lien Debt	S +	5.50%	10.35%	7/25/2029	837	790		780		0.04

14

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
								$	84,147	$	84,544	4.56	%
Food Products
AMCP Pet Holdings, Inc. (Brightpet)	(6) (8)	First Lien Debt	S +	7.00% (incl. 0.75% PIK)	11.95%	10/5/2026	41,683	41,116		41,074		2.22
AMCP Pet Holdings, Inc. (Brightpet)	(6) (8)	First Lien Debt	S +	7.00% (incl. 0.75% PIK)	11.95%	10/5/2026	5,862	5,802		5,777		0.31
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(6) (15)	Other Debt		16.25% PIK	16.25%	6/18/2026	1,500	1,500		759		0.04
Nellson Nutraceutical, Inc.	(6) (7) (8)	First Lien Debt	S +	5.75%	11.23%	12/23/2025	18,320	18,222		18,320		0.99
Teasdale Foods, Inc. (Teasdale Latin Foods)	(6) (8)	First Lien Debt	S +	7.25% (incl. 1.00% PIK)	11.65%	12/18/2025	10,817	10,757		10,436		0.56
								77,397		76,366		4.12
Ground Transportation
SV Newco 2, Inc.	(6) (9) (11)	First Lien Debt	S +	4.75%	9.81%	6/2/2031	22,910	22,578		22,600		1.22
SV Newco 2, Inc.	(6) (9) (11) (16)	First Lien Debt	S +	4.75%	9.81%	6/2/2031	—	(102)		(193)		(0.01)
SV Newco 2, Inc.	(6) (9) (11) (16)	First Lien Debt	S +	4.75%	9.81%	6/2/2031	—	(123)		(116)		(0.01)
								22,353		22,291		1.20
Health Care Equipment & Supplies
Performance Health & Wellness	(6) (7) (8)	First Lien Debt	S +	5.75%	11.11%	7/12/2027	9,398	9,296		9,397		0.51
PerkinElmer U.S., LLC	(6) (7) (8)	First Lien Debt	S +	5.00%	9.92%	3/13/2029	4,352	4,250		4,303		0.23
Tidi Legacy Products, Inc.	(6) (8)	First Lien Debt	S +	5.50%	10.36%	12/19/2029	1,862	1,829		1,851		0.10
Tidi Legacy Products, Inc.	(6) (8) (16)	First Lien Debt	S +	5.50%	10.36%	12/19/2029	—	(4)		(3)		—
Tidi Legacy Products, Inc.	(6) (8) (16)	First Lien Debt	S +	5.50%	10.36%	12/19/2029	—	(6)		(2)		—
YI, LLC	(6) (7) (8)	First Lien Debt	S +	5.75%	10.87%	12/3/2029	5,611	5,511		5,593		0.30
YI, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.87%	12/3/2029	—	(10)		(4)		—
YI, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.87%	12/3/2029	—	(15)		(3)		—
								20,851		21,132		1.14
Health Care Providers & Services
Advarra Holdings, Inc.	(6) (10)	First Lien Debt	S +	4.50%	9.35%	9/15/2031	451	441		446		0.02
Advarra Holdings, Inc.	(6) (10) (16)	First Lien Debt	S +	4.50%	9.35%	9/15/2031	—	—		—		—
DCA Investment Holdings, LLC	(6) (9)	First Lien Debt	S +	6.50%	11.01%	4/3/2028	20,337	20,063		20,109		1.08
DCA Investment Holdings, LLC	(6) (9)	First Lien Debt	S +	6.50%	11.01%	4/3/2028	1,787	1,751		1,767		0.10
Gateway US Holdings, Inc.	(6) (9) (11)	First Lien Debt	S +	5.50%	10.25%	9/22/2026	744	741		744		0.04
Gateway US Holdings, Inc.	(6) (9) (11)	First Lien Debt	S +	5.50%	10.25%	9/22/2026	210	209		210		0.01
Gateway US Holdings, Inc.	(6) (9) (11) (16)	First Lien Debt	S +	5.50%	10.25%	9/22/2026	—	—		—		—
Heartland Veterinary Partners, LLC	(6) (8)	First Lien Debt	S +	4.75%	9.70%	12/10/2026	1,833	1,824		1,833		0.10
Heartland Veterinary Partners, LLC	(6) (8)	Second Lien Debt		14.50% (incl. 7.00% PIK)	14.50%	12/10/2027	4,102	4,054		4,090		0.22

15

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Heartland Veterinary Partners, LLC	(6) (8)	First Lien Debt	S +	4.75%	9.70%	12/10/2026	4,150	$	4,132	$	4,150	0.22	%
Heartland Veterinary Partners, LLC	(6) (8)	Second Lien Debt		14.50% (incl. 7.00% PIK)	14.50%	12/10/2027	1,595	1,576		1,591		0.09
Heartland Veterinary Partners, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.70%	12/10/2026	—	(2)		—		—
iCIMS, Inc.	(6) (9)	First Lien Debt	S +	7.25% (incl. 3.38% PIK)	12.17%	8/18/2028	7,081	6,993		7,081		0.38
iCIMS, Inc.	(6) (9) (16)	First Lien Debt	S +	7.25% (incl. 3.38% PIK)	12.17%	8/18/2028	—	—		—		—
iCIMS, Inc.	(6) (9) (16)	First Lien Debt	S +	7.25% (incl. 3.38% PIK)	12.17%	8/18/2028	14	13		14		—
Imagine 360, LLC	(6)	First Lien Debt	S +	5.00%	9.81%	10/2/2028	12,188	12,067		12,067		0.65
Imagine 360, LLC	(6) (16)	First Lien Debt	S +	5.00%	9.81%	10/2/2028	—	(8)		(8)		—
Imagine 360, LLC	(6) (16)	First Lien Debt	S +	5.00%	9.81%	10/2/2028	—	(11)		(11)		—
Intelerad Medical Systems Incorporated	(6) (8) (11)	First Lien Debt	S +	6.50%	11.90%	8/21/2026	491	483		471		0.03
Intelerad Medical Systems Incorporated	(6) (8) (11)	First Lien Debt	S +	6.50%	11.90%	8/21/2026	34	33		33		—
Invictus Buyer, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.60%	6/3/2031	4,050	4,011		4,026		0.22
Invictus Buyer, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.60%	6/3/2031	—	(8)		(10)		—
Invictus Buyer, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.60%	6/3/2031	—	(6)		(4)		—
mPulse Mobile, Inc.	(6) (9)	First Lien Debt	S +	6.50%	11.20%	12/17/2027	12,019	11,875		11,981		0.65
mPulse Mobile, Inc.	(6) (9)	First Lien Debt	S +	6.50%	11.20%	12/17/2027	19,978	19,575		19,698		1.06
mPulse Mobile, Inc.	(6) (9) (16)	First Lien Debt	S +	6.50%	11.20%	12/17/2027	934	886		894		0.05
Pareto Health Intermediate Holdings, Inc.	(6) (8)	First Lien Debt	S +	6.25%	10.85%	6/1/2030	6,695	6,579		6,695		0.36
Pareto Health Intermediate Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	6.25%	10.85%	6/1/2029	—	(12)		—		—
PPV Intermediate Holdings, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.81%	8/31/2029	4,346	4,204		4,325		0.23
PPV Intermediate Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.75%	10.81%	8/31/2029	9,412	9,305		9,412		0.51
Promptcare Infusion Buyer, Inc.	(6) (8)	First Lien Debt	S +	6.00%	11.02%	9/1/2027	8,912	8,813		8,763		0.47
Promptcare Infusion Buyer, Inc.	(6) (8) (16)	First Lien Debt	S +	6.00%	11.02%	9/1/2027	2,773	2,726		2,704		0.15
Stepping Stones Healthcare Services, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.60%	1/2/2029	4,266	4,222		4,266		0.23
Stepping Stones Healthcare Services, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.60%	1/2/2029	1,082	1,062		1,069		0.06
Stepping Stones Healthcare Services, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.60%	12/30/2026	—	(4)		—		—
Suveto	(6) (9)	First Lien Debt	S +	4.25%	9.20%	9/9/2027	11,746	11,677		11,596		0.63
Suveto	(6) (9) (16)	First Lien Debt	S +	4.25%	9.20%	9/9/2027	697	686		680		0.04
Tivity Health, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.85%	6/28/2029	8,633	8,592		8,592		0.46
Vardiman Black Holdings, LLC	(6) (10)	First Lien Debt	S +	7.00% (incl. 2.00% PIK)	11.94%	3/18/2027	5,667	5,667		5,667		0.31
Vardiman Black Holdings, LLC	(6) (10) (14) (16)	First Lien Debt	S +	7.00% (incl. 2.00% PIK)	11.94%	3/18/2027	562	546		562		0.03
								154,755		155,503		8.39

16

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)		Cost(5)		Fair Value		Percentage of Net Assets
Health Care Technology
Hyland Software, Inc.	(6) (7) (9)	First Lien Debt	S +	6.00%	10.85%	9/19/2030	39,358		$	38,829	$	39,359	2.12	%
Hyland Software, Inc.	(6) (9) (16)	First Lien Debt	S +	6.00%	10.85%	09/19/2029	—		(23)		—		—
Lightspeed Buyer, Inc.	(6) (8)	First Lien Debt	S +	5.25%	10.15%	02/03/2026	11,813		11,714		11,813		0.64
Lightspeed Buyer, Inc.	(6) (8)	First Lien Debt	S +	5.25%	10.15%	02/03/2026	9,834		9,745		9,834		0.53
									60,265		61,006		3.29
Industrial Conglomerates
Aptean, Inc.	(6) (7) (9)	First Lien Debt	S +	5.25%	10.10%	1/30/2031	11,133		11,032		11,062		0.60
Aptean, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	10.10%	1/30/2031	27		19		19		—
Aptean, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	10.10%	1/30/2031	—		(9)		(6)		—
Excelitas Technologies Corp.	(6) (9)	First Lien Debt	S +	5.25%	9.85%	8/13/2029	1,298		1,278		1,278		0.07
Excelitas Technologies Corp.	(6) (9)	First Lien Debt	E +	5.25%	8.60%	8/13/2029	€	238	242		261		0.01
Excelitas Technologies Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.85%	8/13/2029	—		(14)		(29)		—
Excelitas Technologies Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.85%	8/14/2028	—		(2)		(2)		—
Raptor Merger Sub Debt, LLC	(6) (7) (9)	First Lien Debt	S +	5.50%	10.10%	4/1/2029	31,988		31,252		31,988		1.73
Raptor Merger Sub Debt, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	10.10%	4/1/2029	488		432		488		0.03
									44,230		45,059		2.43
Insurance Services
Amerilife Holdings, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.70%	8/31/2029	2,870		2,827		2,870		0.15
Amerilife Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.70%	8/31/2029	818		811		817		0.04
Amerilife Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.70%	8/31/2028	—		(6)		—		—
Fetch Insurance Services, LLC	(6)	Other Debt		12.75% (incl. 3.75% PIK)	12.75%	10/31/2027	2,010		1,973		1,980		0.11
Foundation Risk Partners Corp.	(6) (9)	First Lien Debt	S +	5.25%	9.92%	10/29/2030	42,208		41,727		42,031		2.27
Foundation Risk Partners Corp.	(6) (9)	First Lien Debt	S +	5.25%	9.92%	10/29/2030	9,180		9,076		9,141		0.49
Foundation Risk Partners Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.92%	10/29/2029	—		(63)		(28)		—
Galway Borrower, LLC	(6) (9)	First Lien Debt	S +	4.50%	9.10%	9/29/2028	30,515		30,124		30,124		1.63
Galway Borrower, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	9.10%	9/29/2028	1,554		1,531		1,501		0.08
Galway Borrower, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	9.10%	9/29/2028	581		554		541		0.03
Higginbotham Insurance Agency, Inc.	(6) (7) (8)	First Lien Debt	S +	4.50%	9.35%	11/24/2028	23,721		23,535		23,534		1.27
Higginbotham Insurance Agency, Inc.	(6) (8) (16)	First Lien Debt	S +	4.50%	9.35%	11/24/2028	1,387		1,345		1,342		0.07
High Street Buyer, Inc.	(6) (7) (9)	First Lien Debt	S +	5.25%	9.85%	4/14/2028	9,814		9,700		9,814		0.53
High Street Buyer, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.85%	4/14/2028	39,415		38,866		39,366		2.12
High Street Buyer, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.85%	4/16/2027	—		(18)		—		—
Inszone Mid, LLC	(6) (8)	First Lien Debt	S +	5.75%	10.00%	11/30/2029	4,426		4,348		4,385		0.24
Inszone Mid, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.00%	11/30/2029	3,961		3,868		3,901		0.21
Inszone Mid, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.00%	11/30/2029	—		(48)		(48)		—

17

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Inszone Mid, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.00%	11/30/2029	—	$	(21)	$	(15)	—	%
Integrity Marketing Acquisition, LLC	(6) (7) (9)	First Lien Debt	S +	5.00%	10.08%	8/25/2028	44,566	44,566		44,566		2.40
Integrity Marketing Acquisition, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	10.08%	8/25/2028	—	—		—		—
Long Term Care Group, Inc.	(6) (9) (14)	First Lien Debt	S +	7.00% (incl. 6.00% PIK)	11.54%	9/8/2027	5,342	5,283		4,537		0.24
Majesco	(6) (7) (8)	First Lien Debt	S +	4.75%	9.35%	9/21/2028	33,643	33,135		33,643		1.81
Majesco	(6) (8) (16)	First Lien Debt	S +	4.75%	9.35%	9/21/2027	—	(16)		—		—
Patriot Growth Insurance Services, LLC	(6) (7) (9)	First Lien Debt	S +	5.00%	9.75%	10/16/2028	61,882	61,068		61,882		3.34
Patriot Growth Insurance Services, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.75%	10/16/2028	748	696		748		0.04
Peter C. Foy & Associates Insurance Services, LLC	(6) (9)	First Lien Debt	S +	5.50%	10.35%	11/1/2028	20,050	19,897		20,050		1.08
Peter C. Foy & Associates Insurance Services, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	10.35%	11/1/2028	8,243	8,173		8,229		0.44
Peter C. Foy & Associates Insurance Services, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	10.35%	11/1/2027	—	(4)		—		—
RSC Acquisition, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.71%	11/1/2029	32,212	31,848		32,184		1.74
RSC Acquisition, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.71%	11/1/2029	3,732	3,708		3,730		0.20
Summit Acquisition, Inc.	(6) (7) (9)	First Lien Debt	S +	6.50%	11.10%	5/1/2030	7,297	7,109		7,297		0.39
Summit Acquisition, Inc.	(6) (9) (16)	First Lien Debt	S +	6.50%	11.10%	5/1/2030	—	(20)		—		—
Summit Acquisition, Inc.	(6) (9) (16)	First Lien Debt	S +	6.50%	11.10%	5/1/2029	—	(19)		—		—
World Insurance Associates, LLC	(6) (7) (8)	First Lien Debt	S +	6.00%	10.60%	4/3/2028	66,840	65,592		66,524		3.59
World Insurance Associates, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	10.60%	4/3/2028	—	(8)		(24)		—
								451,137		454,622		24.52
Interactive Media & Services
FMG Suite Holdings, LLC	(6) (8)	First Lien Debt	S +	5.50%	10.66%	10/30/2026	23,554	23,312		23,351		1.26
FMG Suite Holdings, LLC	(6) (8)	First Lien Debt	S +	5.50%	10.66%	10/30/2026	4,533	4,499		4,490		0.24
FMG Suite Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	4.00%	9.10%	10/30/2026	151	133		129		0.01
Spectrio, LLC	(6) (7) (8)	First Lien Debt	S +	6.00%	11.06%	12/9/2026	31,805	31,574		30,361		1.64
Spectrio, LLC	(6) (8)	First Lien Debt	S +	6.00%	11.06%	12/9/2026	12,830	12,799		12,247		0.66
Spectrio, LLC	(6) (8)	First Lien Debt	S +	6.00%	11.06%	12/9/2026	4,036	4,007		3,853		0.21
Triple Lift, Inc.	(6) (7) (9)	First Lien Debt	S +	5.75%	10.71%	5/5/2028	27,090	26,771		25,608		1.38
Triple Lift, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.71%	5/5/2028	1,533	1,492		1,315		0.07
								104,587		101,354		5.47
IT Services
Atlas Purchaser, Inc.	(7) (9)	First Lien Debt	S +	7.50% (incl. 6.50% PIK)	12.47%	5/5/2028	2,467	2,467		1,974		0.11
Atlas Purchaser, Inc.	(7) (9)	First Lien Debt	S +	7.50% (incl. 5.50% PIK)	12.47%	5/5/2028	5,727	5,728		3,436		0.19
Catalis Intermediate, Inc.	(6) (7) (9)	First Lien Debt	S +	5.50%	10.25%	8/4/2027	39,055	38,528		37,782		2.04
Catalis Intermediate, Inc.	(6) (9)	First Lien Debt	S +	5.50%	10.25%	8/4/2027	8,787	8,679		8,501		0.46

18

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Catalis Intermediate, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	10.25%	8/4/2027	1,460	$	1,409	$	1,321	0.07	%
Donuts, Inc.	(6) (8)	First Lien Debt	S +	5.25%	10.35%	12/29/2027	24,663	24,465		24,542		1.32
GI DI Cornfield Acquisition, LLC	(6)	First Lien Debt	S +	4.50%	9.36%	3/9/2028	30,393	29,972		29,989		1.62
GI DI Cornfield Acquisition, LLC	(6) (16)	First Lien Debt	S +	4.50%	9.36%	3/9/2028	—	(107)		(208)		(0.01)
Help/Systems Holdings, Inc.	(9)	Second Lien Debt	S +	6.75%	11.70%	11/19/2027	17,500	17,500		14,700		0.79
Idera, Inc.	(6) (9)	Second Lien Debt	S +	6.75%	12.15%	3/2/2029	2,607	2,594		2,607		0.14
Recovery Point Systems, Inc.	(6) (7) (8)	First Lien Debt	S +	6.00%	11.46%	8/12/2026	40,320	40,022		40,320		2.18
Recovery Point Systems, Inc.	(6) (8) (16)	First Lien Debt	S +	6.00%	11.46%	8/12/2026	—	(25)		—		—
Redwood Services Group, LLC	(6) (9)	First Lien Debt	S +	6.25%	10.95%	6/15/2029	10,747	10,662		10,747		0.58
Redwood Services Group, LLC	(6) (9) (16)	First Lien Debt	S +	6.25%	10.95%	6/15/2029	6,374	6,273		6,344		0.34
Ridge Trail US Bidco, Inc.	(6) (8) (11)	First Lien Debt	S +	4.75%	9.35%	9/30/2031	23,976	23,617		23,617		1.27
Ridge Trail US Bidco, Inc.	(6) (8) (11) (16)	First Lien Debt	S +	4.75%	9.35%	9/30/2031	—	(62)		(62)		—
Ridge Trail US Bidco, Inc.	(6) (8) (11) (16)	First Lien Debt	S +	4.75%	9.35%	3/31/2031	413	372		372		0.02
Syntax Systems, Ltd.	(6) (9) (11)	First Lien Debt	S +	5.00%	9.96%	10/29/2028	37,484	37,244		37,271		2.01
Thrive Buyer, Inc. (Thrive Networks)	(6) (8)	First Lien Debt	S +	6.00%	10.75%	1/22/2027	22,760	22,525		22,574		1.22
Thrive Buyer, Inc. (Thrive Networks)	(6) (8)	First Lien Debt	S +	6.00%	10.75%	1/22/2027	16,783	16,622		16,629		0.90
Thrive Buyer, Inc. (Thrive Networks)	(6) (16)	First Lien Debt	P +	6.00%	14.00%	1/22/2027	1,321	1,305		1,303		0.07
UpStack, Inc.	(6) (7) (9)	First Lien Debt	S +	5.00%	10.10%	8/25/2031	9,750	9,654		9,654		0.52
UpStack, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	10.10%	8/25/2031	—	(18)		(18)		—
UpStack, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	10.10%	8/25/2031	—	(15)		(15)		—
Victors Purchaser, LLC	(6) (10)	First Lien Debt	S +	4.75%	9.35%	8/15/2031	5,094	5,044		5,044		0.27
Victors Purchaser, LLC	(6) (10) (16)	First Lien Debt	S +	4.75%	9.35%	8/15/2031	—	(6)		(6)		—
Victors Purchaser, LLC	(6) (10) (16)	First Lien Debt	S +	4.75%	9.35%	8/15/2031	—	(7)		(7)		—
								304,442		298,411		16.10
Life Sciences Tools & Services
Model N, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.64%	6/27/2031	11,964	11,848		11,964		0.65
Model N, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.64%	6/27/2031	—	(16)		—		—
Model N, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.64%	6/27/2031	—	(17)		—		—
								11,815		11,964		0.65
Machinery
Answer Acquisition, LLC	(6) (8)	First Lien Debt	S +	5.75%	10.50%	12/30/2026	13,428	13,274		13,306		0.72
Answer Acquisition, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.50%	12/30/2026	—	(12)		(11)		—
Chase Intermediate, LLC	(6) (16)	First Lien Debt	S +	5.25%	9.90%	10/30/2028	4,314	4,210		4,262		0.23
Chase Intermediate, LLC	(6) (16)	First Lien Debt	S +	5.25%	9.90%	10/30/2028	—	(8)		—		—
MHE Intermediate Holdings, LLC	(6) (7) (8)	First Lien Debt	S +	6.00%	11.45%	7/21/2027	11,731	11,600		11,725		0.63
MHE Intermediate Holdings, LLC	(6) (8)	First Lien Debt	S +	6.00%	11.45%	7/21/2027	3,645	3,605		3,643		0.20

19

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
MHE Intermediate Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	11.45%	7/21/2027	—	$	(23)	$	(2)	—	%
								32,646		32,923		1.78
Multi-Utilities
AWP Group Holdings, Inc.	(6) (7) (8)	First Lien Debt	S +	4.75%	9.60%	12/23/2030	7,442	7,217		7,436		0.40
AWP Group Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.60%	12/23/2030	—	(17)		(3)		—
AWP Group Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.60%	12/23/2030	—	(14)		(1)		—
Vessco Midco Holdings, LLC	(6) (9)	First Lien Debt	S +	5.25%	10.22%	7/24/2031	11,199	11,090		11,090		0.60
Vessco Midco Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	10.22%	7/24/2031	548	529		529		0.03
Vessco Midco Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	10.22%	7/24/2031	—	(12)		(12)		—
								18,793		19,039		1.03
Pharmaceuticals
Caerus US 1, Inc.	(6) (9) (11)	First Lien Debt	S +	5.00%	9.60%	5/25/2029	10,954	10,785		10,342		0.56
Caerus US 1, Inc.	(6) (9) (11) (16)	First Lien Debt	S +	5.00%	9.60%	5/25/2029	707	690		618		0.03
Caerus US 1, Inc.	(6) (9) (11) (16)	First Lien Debt	S +	5.00%	9.60%	5/25/2029	549	532		483		0.03
								12,007		11,443		0.62
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(6) (7) (8)	First Lien Debt	S +	6.25%	11.17%	3/10/2027	9,130	9,033		8,760		0.47
Abacus Data Holdings, Inc. (AbacusNext)	(6) (8) (16)	First Lien Debt	S +	6.25%	11.17%	3/10/2027	—	(13)		(57)		—
Ascend Partner Services, LLC	(6)	First Lien Debt	S +	4.50%	9.35%	8/11/2031	4,899	4,851		4,851		0.26
Ascend Partner Services, LLC	(6) (16)	First Lien Debt	S +	4.50%	9.35%	8/11/2031	—	(41)		(41)		—
Ascend Partner Services, LLC	(6) (16)	First Lien Debt	S +	4.50%	9.35%	8/11/2031	—	(16)		(16)		—
Bridgepointe Technologies, LLC	(6) (8)	First Lien Debt	S +	5.00%	9.60%	12/31/2027	17,099	16,679		16,872		0.91
Bridgepointe Technologies, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.60%	12/31/2027	14,735	14,297		14,524		0.78
Bullhorn, Inc.	(6) (8)	First Lien Debt	S +	5.00%	9.85%	10/1/2029	15,407	15,309		15,407		0.83
Bullhorn, Inc.	(6) (8)	First Lien Debt	S +	5.00%	9.85%	10/1/2029	1,919	1,908		1,919		0.10
Bullhorn, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.85%	10/1/2029	—	(5)		—		—
Citrin Cooperman Advisors, LLC	(6) (9)	First Lien Debt	S +	5.00%	10.32%	10/1/2027	24,321	24,006		24,321		1.31
Citrin Cooperman Advisors, LLC	(6) (9)	First Lien Debt	S +	5.00%	10.32%	10/1/2027	12,126	11,926		12,126		0.65
ComPsych Investment Corp.	(6) (9)	First Lien Debt	S +	4.75%	10.03%	7/22/2031	13,973	13,905		13,905		0.75
ComPsych Investment Corp.	(6) (9) (16)	First Lien Debt	S +	4.75%	10.03%	7/22/2031	—	(10)		(10)		—
GPS Merger Sub, LLC	(6) (7) (8)	First Lien Debt	S +	6.00%	10.85%	10/2/2029	4,890	4,804		4,853		0.26
GPS Merger Sub, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	10.85%	10/2/2029	—	(11)		(10)		—
GPS Merger Sub, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	10.85%	10/2/2029	—	(17)		(8)		—
KENG Acquisition, Inc.	(6) (8)	First Lien Debt	S +	5.00%	9.85%	8/1/2029	3,197	3,128		3,184		0.17
KENG Acquisition, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.85%	8/1/2029	1,088	1,040		1,068		0.06
KENG Acquisition, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.85%	8/1/2029	—	(18)		(4)		—

20

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
KWOR Acquisition, Inc.	(6) (8) (15)	First Lien Debt	P +	4.25%	12.25%	12/22/2028	5,299	$	5,224	$	4,553	0.25	%
KWOR Acquisition, Inc.	(6) (8) (15)	First Lien Debt	P +	4.25%	12.25%	12/22/2028	1,292	1,272		1,110		0.06
KWOR Acquisition, Inc.	(6) (8) (15)	First Lien Debt	P +	4.25%	12.25%	12/22/2027	122	121		105		0.01
Project Boost Purchaser, LLC	(6) (9)	First Lien Debt	S +	5.25%	10.31%	5/2/2029	5,625	5,585		5,625		0.30
Project Boost Purchaser, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	10.31%	5/2/2028	105	102		105		0.01
Verdantas, LLC	(6) (9)	First Lien Debt	S +	5.25%	10.37%	5/6/2031	16,450	16,213		16,230		0.88
Verdantas, LLC	(6) (9)	First Lien Debt	S +	5.25%	10.37%	5/6/2031	695	682		685		0.04
Verdantas, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	10.37%	5/6/2030	—	(25)		(24)		—
								149,929		150,033		8.09
Real Estate Management & Development
Associations, Inc.	(6) (8)	First Lien Debt	S +	6.50%	12.00%	7/3/2028	10,921	10,911		10,903		0.59
Associations, Inc.	(6) (8) (16)	First Lien Debt	S +	6.50%	12.00%	7/3/2028	—	(1)		(1)		—
Associations, Inc.	(6) (8) (16)	First Lien Debt	S +	6.50%	12.00%	7/3/2028	—	(1)		(1)		—
MRI Software, LLC	(6) (7) (8)	First Lien Debt	S +	4.75%	9.35%	2/10/2027	58,802	58,473		58,637		3.16
MRI Software, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.35%	2/10/2027	86	86		86		—
MRI Software, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.35%	2/10/2027	—	(9)		(6)		—
Pritchard Industries, LLC	(6) (9)	First Lien Debt	S +	5.75%	11.01%	10/13/2027	25,080	24,793		24,692		1.33
Pritchard Industries, LLC	(6) (9)	First Lien Debt	S +	5.75%	11.01%	10/13/2027	5,997	5,925		5,904		0.32
Zarya Intermediate, LLC	(6) (8) (11)	First Lien Debt	S +	6.50%	11.56%	7/1/2027	35,231	35,231		35,108		1.89
Zarya Intermediate, LLC	(6) (8) (11) (16)	First Lien Debt	S +	6.50%	11.56%	7/1/2027	—	—		(13)		—
								135,408		135,309		7.30
Software
Alert Media, Inc.	(6) (8)	First Lien Debt	S +	6.75% (incl. 5.75% PIK)	11.05%	4/12/2027	19,751	19,561		19,460		1.05
Alert Media, Inc.	(6) (8) (16)	First Lien Debt	S +	6.75% (incl. 5.75% PIK)	11.05%	4/12/2027	—	(33)		(60)		—
Anaplan, Inc.	(6) (9)	First Lien Debt	S +	5.25%	9.85%	6/21/2029	33,040	32,600		32,782		1.77
Appfire Technologies, LLC	(6) (8)	First Lien Debt	S +	4.75%	9.35%	3/9/2028	20,059	19,987		20,060		1.08
Appfire Technologies, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.35%	3/9/2028	361	333		361		0.02
Appfire Technologies, LLC	(6) (16)	First Lien Debt	P +	3.75%	11.75%	3/9/2028	—	(1)		—		—
Artifact Bidco, Inc.	(6)	First Lien Debt	S +	4.50%	9.10%	7/1/2031	31,700	31,388		31,700		1.71
Artifact Bidco, Inc.	(6) (16)	First Lien Debt	S +	4.50%	9.10%	7/1/2031	—	(38)		—		—
Artifact Bidco, Inc.	(6) (16)	First Lien Debt	S +	4.50%	9.10%	7/1/2030	—	(54)		—		—
AuditBoard	(6)	First Lien Debt	S +	4.75%	9.35%	7/12/2031	22,200	21,983		21,983		1.19
AuditBoard	(6) (16)	First Lien Debt	S +	4.75%	9.35%	7/12/2031	—	(51)		(51)		—
AuditBoard	(6) (16)	First Lien Debt	S +	4.75%	9.35%	7/12/2031	—	(41)		(41)		—
Bottomline Technologies, Inc.	(6) (9)	First Lien Debt	S +	5.75%	10.17%	5/14/2029	3,665	3,610		3,662		0.20

21

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Bottomline Technologies, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.17%	5/15/2028	—	$	(3)	$	—	—	%
CLEO Communications Holding, LLC	(6) (7) (8)	First Lien Debt	S +	5.50%	10.46%	6/9/2027	39,798	39,593		39,798		2.15
CLEO Communications Holding, LLC	(6) (8) (16)	First Lien Debt	S +	5.50%	10.46%	6/9/2027	—	(56)		—		—
Coupa Holdings, LLC	(6) (9)	First Lien Debt	S +	5.50%	10.75%	2/27/2030	2,258	2,211		2,238		0.12
Coupa Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	10.75%	2/27/2030	—	(10)		(10)		—
Coupa Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	10.75%	2/27/2029	—	(15)		(8)		—
Cyara AcquisitionCo, LLC	(6) (8)	First Lien Debt	S +	5.75% (incl. 2.25% PIK)	10.35%	6/28/2029	5,798	5,682		5,766		0.31
Cyara AcquisitionCo, LLC	(6) (8) (16)	First Lien Debt	S +	5.75% (incl. 2.25% PIK)	10.35%	6/28/2029	—	(7)		(2)		—
Diligent Corporation	(6) (9)	First Lien Debt	S +	5.00%	10.09%	8/2/2030	28,138	27,937		28,039		1.51
Diligent Corporation	(6) (9) (16)	First Lien Debt	S +	5.00%	10.09%	8/2/2030	—	(29)		(14)		—
Diligent Corporation	(6) (9) (16)	First Lien Debt	S +	5.00%	10.09%	8/2/2030	—	(19)		(10)		—
E-Discovery AcquireCo, LLC	(6) (8)	First Lien Debt	S +	6.50%	11.49%	8/29/2029	19,505	19,104		19,380		1.05
E-Discovery AcquireCo, LLC	(6) (8) (16)	First Lien Debt	S +	6.50%	11.49%	8/29/2029	—	(33)		(10)		—
Everbridge Holdings, LLC	(6) (9)	First Lien Debt	S +	5.00%	10.33%	7/2/2031	39,380	39,188		39,188		2.11
Everbridge Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	10.33%	7/2/2031	4,373	4,336		4,336		0.23
Everbridge Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	10.33%	7/2/2031	—	(22)		(22)		—
Formstack Acquisition Co	(6) (8)	First Lien Debt	S +	5.50%	10.10%	3/28/2030	10,917	10,764		10,819		0.58
Formstack Acquisition Co	(6) (8) (16)	First Lien Debt	S +	5.50%	10.10%	3/28/2030	1,096	1,058		1,056		0.06
Formstack Acquisition Co	(6) (8) (16)	First Lien Debt	S +	5.50%	10.10%	3/28/2030	—	(30)		(20)		—
Fullsteam Operations, LLC	(6) (8)	First Lien Debt	S +	8.25%	13.46%	11/27/2029	10,860	10,566		10,860		0.59
Fullsteam Operations, LLC	(6) (8) (16)	First Lien Debt	S +	8.25%	13.46%	11/27/2029	4,650	4,482		4,650		0.25
Fullsteam Operations, LLC	(6) (8) (16)	First Lien Debt	S +	8.25%	13.46%	11/27/2029	—	(16)		—		—
Granicus, Inc.	(6) (9)	First Lien Debt	S +	5.25% (incl. 2.25% PIK)	10.10%	1/17/2031	12,832	12,716		12,832		0.69
Granicus, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25% (incl. 2.25% PIK)	10.10%	1/17/2031	6,945	6,876		6,870		0.37
Granicus, Inc.	(6) (16)	First Lien Debt	P +	4.25%	12.25%	1/17/2031	—	(16)		—		—
GS AcquisitionCo, Inc.	(6) (7) (8)	First Lien Debt	S +	5.25%	9.85%	5/25/2028	74,743	74,349		74,743		4.03
GS AcquisitionCo, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.85%	5/25/2028	—	—		—		—
GS AcquisitionCo, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	9.85%	5/25/2028	320	306		320		0.02
Hootsuite Inc.	(6) (11)	First Lien Debt	S +	5.50%	10.19%	5/22/2030	22,444	22,122		22,134		1.19
Hootsuite Inc.	(6) (11) (16)	First Lien Debt	S +	5.50%	10.19%	5/22/2030	—	(35)		(35)		—
Icefall Parent, Inc.	(6) (8)	First Lien Debt	S +	6.50%	11.35%	1/25/2030	5,323	5,225		5,212		0.28
Icefall Parent, Inc.	(6) (8) (16)	First Lien Debt	S +	6.50%	11.35%	1/25/2030	—	(9)		(11)		—
Kaseya, Inc.	(6) (9)	First Lien Debt	S +	6.00% (incl. 2.50% PIK)	10.75%	6/25/2029	14,364	14,208		14,364		0.77

22

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Kaseya, Inc.	(6) (9) (16)	First Lien Debt	S +	6.00% (incl. 2.50% PIK)	10.75%	6/25/2029	220	$	215	$	220	0.01	%
Kaseya, Inc.	(6) (9) (16)	First Lien Debt	S +	6.00% (incl. 2.50% PIK)	10.75%	6/25/2029	216	208		216		0.01
LegitScript, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.60%	6/24/2029	26,367	25,976		26,367		1.42
LegitScript, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.60%	6/24/2029	697	687		697		0.04
LegitScript, LLC	(6) (9) (16)	First Lien Debt	S +	5.75%	10.60%	6/24/2028	1,333	1,282		1,333		0.07
LogRhythm, Inc.	(6) (8)	First Lien Debt	S +	7.50%	12.10%	7/2/2029	9,091	8,828		8,828		0.48
LogRhythm, Inc.	(6) (8) (16)	First Lien Debt	S +	7.50%	12.10%	7/2/2029	—	(26)		(26)		—
Montana Buyer, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.85%	7/22/2029	8,533	8,471		8,533		0.46
Montana Buyer, Inc.	(6) (16)	First Lien Debt	P +	4.00%	12.00%	7/22/2028	139	133		139		0.01
Nasuni Corporation	(6) (9)	First Lien Debt	S +	5.75%	10.69%	9/10/2030	14,483	14,267		14,267		0.77
Nasuni Corporation	(6) (9) (16)	First Lien Debt	S +	5.75%	10.69%	9/10/2030	—	(45)		(45)		—
Netwrix Corporation And Concept Searching, Inc.	(6) (9)	First Lien Debt	S +	5.50%	10.56%	6/11/2029	6,919	6,868		6,912		0.37
Netwrix Corporation And Concept Searching, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	10.56%	6/11/2029	—	(3)		—		—
Oak Purchaser, Inc.	(6) (9)	First Lien Debt	S +	5.50%	9.75%	4/28/2028	3,336	3,307		3,300		0.18
Oak Purchaser, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	9.75%	4/28/2028	1,861	1,841		1,830		0.10
Oak Purchaser, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	9.75%	4/28/2028	—	(2)		(4)		—
Pound Bidco, Inc.	(6) (7) (8) (11)	First Lien Debt	S +	6.00%	11.35%	2/1/2027	21,398	21,216		21,341		1.15
Pound Bidco, Inc.	(6) (8) (11) (16)	First Lien Debt	S +	6.00%	11.35%	2/1/2027	333	333		327		0.02
Pound Bidco, Inc.	(6) (7) (8) (11) (16)	First Lien Debt	S +	6.00%	11.35%	2/1/2027	150	141		147		0.01
Project Leopard Holdings, Inc.	(10) (11)	First Lien Debt	S +	5.25%	10.60%	7/20/2029	6,170	5,842		5,516		0.30
Reorganized Mobileum Acquisition Co, LLC	(6)	First Lien Debt	S +	6.00% (incl. 5.00% PIK)	10.95%	11/9/2029	184	184		184		0.01
Revalize, Inc.	(6) (8)	First Lien Debt	S +	5.75%	10.50%	4/15/2027	19,307	19,249		18,130		0.98
Revalize, Inc.	(6) (8) (16)	First Lien Debt	S +	5.75%	10.50%	4/15/2027	39	39		35		—
Riskonnect Parent, LLC	(6) (9)	First Lien Debt	S +	5.50%	10.12%	12/7/2028	5,694	5,595		5,628		0.30
Riskonnect Parent, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	10.12%	12/7/2028	4,197	4,109		4,134		0.22
Riskonnect Parent, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	10.12%	12/7/2028	—	(16)		(11)		—
Securonix, Inc.	(6) (9)	First Lien Debt	S +	7.00%	12.32%	4/5/2028	21,010	20,768		19,027		1.03
Securonix, Inc.	(6) (9) (16)	First Lien Debt	S +	7.00%	12.32%	4/5/2028	85	47		(272)		(0.01)
Trunk Acquisition, Inc.	(6) (8)	First Lien Debt	S +	5.75%	10.50%	2/19/2027	8,891	8,845		8,822		0.48
Trunk Acquisition, Inc.	(6) (8) (16)	First Lien Debt	S +	5.75%	10.50%	2/19/2026	—	(3)		(7)		—
User Zoom Technologies, Inc.	(6) (9)	First Lien Debt	S +	7.00%	12.25%	4/5/2029	38,689	38,121		38,689		2.09
								626,144		626,576		33.80
Wireless Telecommunication Services

23

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Mobile Communications America, Inc.	(6) (7) (8)	First Lien Debt	S +	5.50%	10.26%	10/16/2029	5,910	$	5,832	$	5,910	0.32	%
Mobile Communications America, Inc.	(6) (8) (16)	First Lien Debt	S +	5.50%	10.26%	10/16/2029	258	244		258		0.01
Mobile Communications America, Inc.	(6) (8) (16)	First Lien Debt	S +	5.50%	10.26%	10/16/2029	—	(12)		—		—
								6,064		6,168		0.33
Total Debt Investments								$	3,609,111	$	3,585,185	193.40	%

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Acquisition Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Equity Investments
Aerospace & Defense
PCX Holding Corp.	(6) (12) (13)	Common Equity			4/22/2021	6,538	$	654	$	515	0.03	%
							654		515		0.03
Automobile Components
Shelby Co-invest, LP (Spectrum Automotive)	(6) (12) (13)	Common Equity			6/29/2021	8,500	850		1,394		0.08
							850		1,394		0.08
Commercial Services & Supplies
Encore Holdings, LLC	(6) (12) (13)	Common Equity			11/23/2021	3,013	396		1,077		0.06
Procure Acquiom Financial, LLC (Procure Analytics)	(6) (12) (13)	Common Equity			12/20/2021	1,000,000	1,000		1,350		0.07
Surewerx Topco, LP	(6) (11) (12) (13)	Common Equity			12/28/2022	512	512		679		0.04
							1,908		3,106		0.17
Containers & Packaging
BP Purchaser, LLC	(6) (12) (13)	Common Equity			12/10/2021	1,383,156	1,379		738		0.04
BP Purchaser, LLC Rights	(6) (12) (13)	Common Equity			3/12/2024	1,666,989	75		83		0.00
FORTIS Solutions Group, LLC	(6) (12)	Preferred Equity		12.25%	6/24/2022	1,000,000	1,295		980		0.05
							2,749		1,801		0.10
Diversified Consumer Services
LUV Car Wash	(6) (12) (13)	Common Equity			4/6/2022	123	123		81		0.00
Eclipse Topco, Inc.	(6) (12)	Preferred Equity		12.50% PIK	9/5/2024	120	1,175		1,175		0.06
							1,298		1,256		0.07
Food Products
Pet Holdings, Inc. (Brightpet)	(6) (12) (13)	Common Equity			3/22/2021	17,543	2,013		1,367		0.07
							2,013		1,367		0.07
Health Care Providers & Services
mPulse Mobile, Inc.	(6) (12) (13)	Common Equity			12/17/2021	165,761	1,220		1,338		0.07
SDB Holdco, LLC	(6) (12) (13)	Common Equity			3/29/2024	5,460,555	—		—		0.00

24

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Acquisition Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Suveto Buyer, LLC	(6) (11) (12) (13)	Common Equity			11/19/2021	19,257	$	1,926	$	1,859	0.10	%
Vardiman Black Holdings, LLC	(6) (12)	Preferred Equity		6.00% PIK	3/29/2024	2,649,446	1,768		1,166		0.06
							4,914		4,363		0.24
Insurance Services
Amerilife Holdings, LLC	(6) (12) (13)	Common Equity			9/1/2022	908	25		47		0.00
Frisbee Holdings, LP (Fetch)	(6) (12) (13)	Common Equity			10/31/2022	21,744	277		307		0.02
Integrity Marketing Acquisition, LLC	(6) (12)	Preferred Equity		10.50%	12/21/2021	3,250,000	4,285		4,193		0.23
							4,587		4,547		0.25
IT Services
CSC Thrive Holdings, LP (Thrive Networks)	(6) (12) (13)	Common Equity			3/1/2021	162,309	421		841		0.05
Help HP SCF Investor, LP (Help/Systems)	(11) (12) (13)	Common Equity			5/12/2021	9,619,564	12,460		15,584		0.84
Recovery Point Systems, Inc.	(6) (12) (13)	Common Equity			3/5/2021	1,000,000	1,000		570		0.03
							13,881		16,995		0.92
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(6) (12) (13)	Common Equity			2/9/2024	67,388	2,981		1,368		0.07
Verdantas, LLC	(6) (12) (13)	Common Equity			5/3/2024	4,780	5		6		0.00
Verdantas, LLC	(6) (12)	Preferred Equity		10.00%	5/3/2024	473,220	473		563		0.03
							3,459		1,937		0.10
Real Estate Management & Development
Pritchard Industries, LLC	(6) (12) (13)	Common Equity			10/13/2021	1,882,739	1,938		1,676		0.09
							1,938		1,676		0.09
Software
Diligent Corporation	(6) (12)	Preferred Equity		10.50%	4/5/2021	5,000	6,674		7,105		0.38
Fullsteam Operations, LLC	(6) (12) (13)	Common Equity			11/27/2023	2,966	100		161		0.01
Knockout Intermediate Holdings I, Inc.	(6) (12)	Preferred Equity		11.75%	6/25/2022	2,790	3,465		3,624		0.20
Reorganized Mobileum Grandparent, LLC	(6) (12) (13)	Common Equity			9/12/2024	25,375	—		—		0.00
Revalize, Inc.	(6) (12)	Preferred Equity	S +	10.00%	12/14/2021	2,255	3,073		3,127		0.17
Reveal Data Solutions	(6) (12) (13)	Common Equity			8/29/2023	477,846	621		769		0.04
RSK Holdings, Inc. (Riskonnect)	(6) (12)	Preferred Equity	S +	10.50%	7/7/2022	1,012,200	1,323		1,396		0.08
							15,256		16,182		0.87
Total Equity Investments							$	53,507	$	55,139	2.97	%
Total Portfolio Investments							$	3,662,618	$	3,640,324	196.38	%
Cash and Cash Equivalents
J.P. Morgan US Government Money Market Fund							$	9,139	$	9,139	0.49	%
Cash							81,289		81,289		4.39

25

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread	Acquisition Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Total Cash and Cash Equivalents						$	90,428	$	90,428	4.88	%
Total Portfolio Investments, Cash and Cash Equivalents						$	3,753,046	$	3,730,752	201.26	%

Interest Rate Swaps(a)(b)(c)

Counterparty

Hedged Instrument

Company Receives

Company Pays

Maturity Date

Notional Amount

Fair Value

Upfront Payments/Receipts

Change in Unrealized Appreciation/(Depreciation)

BNP Paribas

2029 Notes

6.41%

S + 2.37%

5/17/2029

$

350,000

$

11,131

$

—

$

11,131

(a)	Contains a variable rate structure. Bears interest at a rate determined by SOFR.
(b)	Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedging item within interest expense.
(c)	For further details, see Note 6 “Debt” to our consolidated financial statements included in this report.

26

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

(1)	Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments (including preferred equity investments) are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of September 30, 2024 the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of September 30, 2024, the Company is not an “affiliated person” of any of its portfolio companies.
(2)	Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 “Debt”.
(3)	Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR ("E") or SOFR ("S") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2024. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at September 30, 2024. As of September 30, 2024, the reference rates for our variable rate loans were the 3-month E at 3.28%, 1-month S at 4.85%, 3-month S at 4.59%, 6-month S at 4.25% and the P at 8.00%.
(4)	Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD") unless otherwise noted, Euro ("€"), Great British Pound (“GBP”), or Canadian dollar ("CAD").
(5)	The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(6)	These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company's Valuation Designee, under the supervision of the Board of Directors (the "Board of Directors" or the "Board") (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(7)	Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined below). See Note 6 “Debt”.
(8)	Loan includes interest rate floor of 1.00%.
(9)	Loan includes interest rate floor of 0.75%.
(10)	Loan includes interest rate floor of 0.50%.
(11)	The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2024, non-qualifying assets represented 7.51% of total assets as calculated in accordance with regulatory requirements.
(12)	Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of September 30, 2024, the aggregate fair value of these securities is $55,139 or 2.97% of the Company’s net assets. The initial acquisition dates have been included for such securities.
(13)	Non-income producing security.
(14)	The investment includes an exit fee that is receivable upon certain conditions being met. See Note 2 "Significant Accounting Policies".
(15)	Investment was on non-accrual status as of September 30, 2024.

(16) 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 September 30, 2024:

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
48Forty Solutions, LLC	Revolver	11/30/2026	$	461	$	(55)
ARI Network Services, Inc.	Revolver	8/28/2026	1,841		(8)
AWP Group Holdings, Inc.	Delayed Draw Term Loan	8/23/2026	837		(1)
AWP Group Holdings, Inc.	Delayed Draw Term Loan	8/23/2026	2,000		(2)
AWP Group Holdings, Inc.	Revolver	12/23/2030	790		(1)
Abacus Data Holdings, Inc. (AbacusNext)	Revolver	3/10/2027	1,400		(57)
Advarra Holdings, Inc.	Delayed Draw Term Loan	9/13/2026	41		—

27

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Alert Media, Inc.	Revolver	4/12/2027	$	3,043	$	(60)
Amerilife Holdings, LLC	Delayed Draw Term Loan	6/17/2026	1,776		—
Amerilife Holdings, LLC	Revolver	8/31/2028	437		—
Answer Acquisition, LLC	Revolver	12/30/2026	1,249		(11)
Any Hour, LLC	Delayed Draw Term Loan	5/23/2026	6,255		(98)
Any Hour, LLC	Revolver	5/23/2030	2,355		(37)
Apex Service Partners, LLC	Revolver	10/24/2029	1,320		(6)
Appfire Technologies, LLC	Delayed Draw Term Loan	3/31/2025	670		—
Appfire Technologies, LLC	Delayed Draw Term Loan	3/31/2025	4,005		—
Appfire Technologies, LLC	Revolver	3/9/2028	167		—
Applitools, Inc.	Revolver	5/25/2028	433		(4)
Aptean, Inc.	Delayed Draw Term Loan	1/30/2026	1,341		(9)
Aptean, Inc.	Revolver	1/30/2031	984		(6)
Arcoro Holdings Corp.	Revolver	3/28/2030	1,957		(20)
Artifact Bidco, Inc.	Delayed Draw Term Loan	5/22/2027	7,759		—
Artifact Bidco, Inc.	Revolver	7/26/2030	5,542		—
Ascend Partner Services, LLC	Delayed Draw Term Loan	8/9/2026	8,418		(41)
Ascend Partner Services, LLC	Revolver	8/11/2031	1,684		(16)
Assembly Intermediate, LLC	Delayed Draw Term Loan	10/19/2025	1,556		—
Assembly Intermediate, LLC	Revolver	10/19/2027	2,074		—
Associations, Inc.	Delayed Draw Term Loan	7/3/2028	846		(1)
Associations, Inc.	Revolver	7/3/2028	678		(1)
Atlas Us Finco, Inc.	Revolver	12/9/2028	186		—
AuditBoard	Delayed Draw Term Loan	7/12/2026	10,571		(51)
AuditBoard	Revolver	7/12/2031	4,229		(41)
Avalara, Inc.	Revolver	10/19/2028	1,040		—
Bottomline Technologies, Inc.	Revolver	5/15/2028	267		—
Bradyifs Holdings, LLC	Delayed Draw Term Loan	10/31/2025	234		—
Bridgepointe Technologies, LLC	Delayed Draw Term Loan	6/3/2026	2,173		(17)
Bullhorn, Inc.	Delayed Draw Term Loan	5/11/2026	386		—
Bullhorn, Inc.	Revolver	10/1/2029	717		—
CLEO Communications Holding, LLC	Revolver	6/9/2027	12,502		—
COP Collisionright Parent, LLC	Delayed Draw Term Loan	1/29/2026	2,543		(37)
COP Collisionright Parent, LLC	Revolver	1/29/2030	884		(13)
CRCI Longhorn Holdings, Inc.	Delayed Draw Term Loan	8/27/2026	2,471		(12)
CRCI Longhorn Holdings, Inc.	Revolver	8/27/2031	824		(8)
Caerus US 1, Inc.	Delayed Draw Term Loan	10/28/2024	893		(50)

28

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Caerus US 1, Inc.	Revolver	5/25/2029	$	622	$	(35)
Catalis Intermediate, Inc.	Revolver	8/4/2027	2,778		(91)
Cerity Partners, LLC	Delayed Draw Term Loan	6/7/2026	2,062		—
Cerity Partners, LLC	Revolver	7/30/2029	236		—
Chase Intermediate, LLC	Delayed Draw Term Loan	8/31/2025	6,276		(31)
Chase Intermediate, LLC	Revolver	10/30/2028	530		—
Citrin Cooperman Advisors, LLC	Delayed Draw Term Loan	12/13/2025	4,395		—
ComPsych Investment Corp.	Delayed Draw Term Loan	7/23/2027	4,000		(10)
Consor Intermediate II, LLC	Delayed Draw Term Loan	5/10/2026	4,577		(39)
Consor Intermediate II, LLC	Revolver	5/12/2031	1,220		(10)
Coupa Holdings, LLC	Delayed Draw Term Loan	8/27/2025	1,085		(10)
Coupa Holdings, LLC	Revolver	2/27/2029	831		(8)
Cyara AcquisitionCo, LLC	Revolver	6/28/2029	313		(2)
Diligent Corporation	Delayed Draw Term Loan	4/30/2026	4,118		(14)
Diligent Corporation	Revolver	8/2/2030	2,745		(10)
Drivecentric Holdings, LLC	Revolver	8/15/2031	3,529		(35)
Dwyer Instruments, Inc.	Delayed Draw Term Loan	12/22/2025	2,954		(19)
Dwyer Instruments, Inc.	Revolver	7/21/2027	1,014		(4)
E-Discovery AcquireCo, LLC	Revolver	8/29/2029	1,618		(10)
EVDR Purchaser, Inc.	Delayed Draw Term Loan	8/14/2025	5,881		—
EVDR Purchaser, Inc.	Revolver	2/14/2031	3,528		—
Eclipse Buyer, Inc.	Delayed Draw Term Loan	9/6/2026	719		(3)
Eclipse Buyer, Inc.	Revolver	9/6/2031	365		(4)
Encore Holdings, LLC	Delayed Draw Term Loan	3/28/2026	1,926		(31)
Encore Holdings, LLC	Revolver	11/23/2027	539		(4)
Energy Labs Holdings Corp.	Delayed Draw Term Loan	5/24/2026	636		(7)
Energy Labs Holdings Corp.	Revolver	4/7/2028	222		(3)
Essential Services Holding Corporation	Delayed Draw Term Loan	6/17/2026	4,773		(26)
Essential Services Holding Corporation	Revolver	6/17/2030	2,983		(16)
Everbridge Holdings, LLC	Delayed Draw Term Loan	7/2/2026	6,783		(23)
Everbridge Holdings, LLC	Revolver	7/2/2031	4,463		(21)
Excelitas Technologies Corp.	Delayed Draw Term Loan	5/1/2025	44		(1)
Excelitas Technologies Corp.	Delayed Draw Term Loan	5/1/2025	2,000		(28)
Excelitas Technologies Corp.	Revolver	8/14/2028	131		(2)
FLS Holding, Inc.	Revolver	12/17/2027	901		(72)
FMG Suite Holdings, LLC	Revolver	10/30/2026	2,168		(21)
FORTIS Solutions Group, LLC	Delayed Draw Term Loan	6/24/2025	734		—

29

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
FORTIS Solutions Group, LLC	Revolver	10/15/2027	$	1,979	$	—
Formstack Acquisition Co	Delayed Draw Term Loan	3/30/2026	3,273		(29)
Formstack Acquisition Co	Revolver	3/28/2030	2,188		(20)
Foundation Risk Partners Corp.	Revolver	10/29/2029	6,709		(28)
Fullsteam Operations, LLC	Delayed Draw Term Loan	11/27/2025	170		—
Fullsteam Operations, LLC	Delayed Draw Term Loan	8/25/2025	116		—
Fullsteam Operations, LLC	Delayed Draw Term Loan	2/23/2026	4,500		—
Fullsteam Operations, LLC	Delayed Draw Term Loan	11/27/2025	1,125		—
Fullsteam Operations, LLC	Revolver	11/27/2029	608		—
GC Waves Holdings, Inc.	Delayed Draw Term Loan	12/31/2024	3,863		(25)
GC Waves Holdings, Inc.	Revolver	8/10/2029	331		(2)
GI DI Cornfield Acquisition, LLC	Delayed Draw Term Loan	5/31/2026	15,667		(208)
GPS Merger Sub, LLC	Delayed Draw Term Loan	10/2/2025	1,274		(10)
GPS Merger Sub, LLC	Revolver	10/2/2029	1,019		(8)
GS AcquisitionCo, Inc.	Delayed Draw Term Loan	3/26/2026	66		—
GS AcquisitionCo, Inc.	Revolver	5/25/2028	2,149		—
Galway Borrower, LLC	Delayed Draw Term Loan	4/28/2025	1,280		(23)
Galway Borrower, LLC	Delayed Draw Term Loan	4/28/2025	126		(2)
Galway Borrower, LLC	Revolver	9/29/2028	1,633		(29)
Gateway US Holdings, Inc.	Revolver	9/22/2026	30		—
Granicus, Inc.	Delayed Draw Term Loan	8/2/2026	1,955		(16)
Granicus, Inc.	Revolver	1/17/2031	1,800		—
GraphPad Software, LLC	Delayed Draw Term Loan	6/28/2026	7,184		—
GraphPad Software, LLC	Revolver	6/30/2031	2,993		—
Ground Penetrating Radar Systems, LLC	Delayed Draw Term Loan	4/2/2027	7,733		(66)
Ground Penetrating Radar Systems, LLC	Revolver	4/2/2031	2,214		(19)
HSI Halo Acquisition, Inc.	Delayed Draw Term Loan	6/28/2026	2,685		—
HSI Halo Acquisition, Inc.	Revolver	6/28/2030	2,165		—
Heartland Veterinary Partners, LLC	Revolver	12/10/2026	375		—
Helios Service Partners, LLC	Delayed Draw Term Loan	2/10/2025	2,408		(3)
Helios Service Partners, LLC	Delayed Draw Term Loan	2/10/2025	3,473		(32)
Helios Service Partners, LLC	Revolver	3/19/2027	1,032		(1)
Hercules Borrower, LLC	Delayed Draw Term Loan	4/5/2026	4,519		(25)
Higginbotham Insurance Agency, Inc.	Delayed Draw Term Loan	3/27/2026	6,578		(37)
High Street Buyer, Inc.	Delayed Draw Term Loan	3/11/2026	7,587		(49)
High Street Buyer, Inc.	Revolver	4/16/2027	2,136		—
Hootsuite Inc.	Revolver	5/22/2030	2,500		(34)

30

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Hyland Software, Inc.	Revolver	9/19/2029	$	1,879	$	—
Icefall Parent, Inc.	Revolver	1/25/2030	507		(11)
Imagine 360, LLC	Delayed Draw Term Loan	9/20/2026	1,718		(8)
Imagine 360, LLC	Revolver	10/2/2028	1,064		(10)
Inszone Mid, LLC	Delayed Draw Term Loan	11/10/2025	2,565		(24)
Inszone Mid, LLC	Delayed Draw Term Loan	7/24/2026	10,025		(48)
Inszone Mid, LLC	Revolver	11/12/2029	1,569		(15)
Integrity Marketing Acquisition, LLC	Revolver	8/25/2028	434		—
Invictus Buyer, LLC	Delayed Draw Term Loan	6/3/2026	1,688		(10)
Invictus Buyer, LLC	Revolver	6/3/2031	625		(4)
Iris Buyer, LLC	Delayed Draw Term Loan	4/2/2025	340		(3)
Iris Buyer, LLC	Revolver	10/2/2029	1,001		(8)
KENG Acquisition, Inc.	Delayed Draw Term Loan	8/1/2025	1,346		(5)
KENG Acquisition, Inc.	Delayed Draw Term Loan	7/17/2026	1,465		(10)
KENG Acquisition, Inc.	Revolver	8/1/2029	878		(4)
Kaseya, Inc.	Delayed Draw Term Loan	6/23/2025	637		—
Kaseya, Inc.	Revolver	6/25/2029	642		—
LJ Avalon Holdings, LLC	Delayed Draw Term Loan	10/1/2025	1,339		—
LJ Avalon Holdings, LLC	Revolver	2/1/2029	675		—
LeadVenture, Inc.	Delayed Draw Term Loan	8/28/2026	826		(5)
LegitScript, LLC	Revolver	6/24/2028	2,833		—
LogRhythm, Inc.	Revolver	7/2/2029	909		(26)
MAI Capital Management Intermediate, LLC	Delayed Draw Term Loan	8/29/2026	2,736		(13)
MAI Capital Management Intermediate, LLC	Revolver	8/29/2031	1,032		(10)
MHE Intermediate Holdings, LLC	Revolver	7/21/2027	2,500		(2)
MRI Software, LLC	Delayed Draw Term Loan	8/27/2026	38		—
MRI Software, LLC	Revolver	2/10/2027	2,302		(6)
Magneto Components Buyco, LLC	Delayed Draw Term Loan	6/5/2025	3,035		(17)
Magneto Components Buyco, LLC	Revolver	12/5/2029	2,529		(14)
Magnolia Wash Holdings	Revolver	7/14/2028	71		(6)
Majesco	Revolver	9/21/2027	1,575		—
Mantech International CP	Delayed Draw Term Loan	6/14/2025	636		—
Mantech International CP	Revolver	9/14/2028	507		—
Mobile Communications America, Inc.	Delayed Draw Term Loan	10/16/2025	1,663		—
Mobile Communications America, Inc.	Revolver	10/16/2029	960		—
Model N, Inc.	Delayed Draw Term Loan	6/27/2026	3,265		—
Model N, Inc.	Revolver	6/27/2031	1,741		—

31

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Montana Buyer, Inc.	Revolver	7/22/2028	$	842	$	—
Nasuni Corporation	Revolver	9/10/2030	3,017		(45)
Netwrix Corporation And Concept Searching, Inc.	Revolver	6/11/2029	431		—
Oak Purchaser, Inc.	Delayed Draw Term Loan	2/2/2025	1,010		(11)
Oak Purchaser, Inc.	Revolver	4/28/2028	372		(4)
PDFTron Systems, Inc.	Revolver	7/15/2026	2,567		(9)
PDI TA Holdings, Inc.	Delayed Draw Term Loan	2/1/2026	5,212		—
PDI TA Holdings, Inc.	Revolver	2/3/2031	2,280		—
PPV Intermediate Holdings, LLC	Delayed Draw Term Loan	9/6/2025	5,659		—
PT Intermediate Holdings III, LLC	Delayed Draw Term Loan	4/8/2026	2,937		(5)
Pareto Health Intermediate Holdings, Inc.	Revolver	6/1/2029	792		—
Patriot Growth Insurance Services, LLC	Revolver	10/16/2028	3,738		—
Peter C. Foy & Associates Insurance Services, LLC	Delayed Draw Term Loan	4/23/2026	558		(4)
Peter C. Foy & Associates Insurance Services, LLC	Revolver	11/1/2027	832		—
Pound Bidco, Inc.	Delayed Draw Term Loan	2/1/2027	1,826		(5)
Pound Bidco, Inc.	Revolver	2/1/2027	1,013		(3)
Procure Acquireco, Inc. (Procure Analytics)	Revolver	12/20/2028	238		—
Project Accelerate Parent, LLC	Revolver	2/24/2031	1,250		(5)
Project Boost Purchaser, LLC	Revolver	5/2/2028	344		—
Project Potter Buyer, LLC	Revolver	4/23/2026	1,173		—
Promptcare Infusion Buyer, Inc.	Delayed Draw Term Loan	10/19/2025	1,389		(23)
Pye-Barker Fire & Safety, LLC	Delayed Draw Term Loan	5/24/2026	4,279		—
Pye-Barker Fire & Safety, LLC	Delayed Draw Term Loan	5/24/2026	5,616		—
Pye-Barker Fire & Safety, LLC	Revolver	5/24/2030	3,189		—
RFS Opco, LLC	Revolver	4/4/2029	500		(5)
RSC Acquisition, Inc.	Delayed Draw Term Loan	2/14/2025	57		—
Randy's Holdings, Inc.	Delayed Draw Term Loan	11/1/2024	1,580		(1)
Randy's Holdings, Inc.	Revolver	11/1/2028	691		(1)
Raptor Merger Sub Debt, LLC	Revolver	4/1/2029	1,953		—
Recovery Point Systems, Inc.	Revolver	8/12/2026	4,000		—
Redwood Services Group, LLC	Delayed Draw Term Loan	2/5/2026	2,638		(28)
Revalize, Inc.	Revolver	4/15/2027	32		(2)
Ridge Trail US Bidco, Inc.	Delayed Draw Term Loan	8/30/207	8,268		(62)
Ridge Trail US Bidco, Inc.	Revolver	3/31/2031	2,342		(35)
Riskonnect Parent, LLC	Delayed Draw Term Loan	3/1/2026	1,264		(15)
Riskonnect Parent, LLC	Revolver	12/7/2028	915		(11)
RoadOne IntermodaLogistics	Revolver	12/29/2028	309		(7)

32

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Routeware, Inc.	Delayed Draw Term Loan	9/18/2026	$	1,477	$	(7)
Routeware, Inc.	Revolver	9/18/2031	341		(3)
SV Newco 2, Inc.	Delayed Draw Term Loan	5/31/2026	14,319		(193)
SV Newco 2, Inc.	Revolver	6/2/2031	8,591		(116)
Securonix, Inc.	Revolver	4/5/2028	3,697		(349)
Sherlock Buyer Corp.	Revolver	12/8/2027	1,286		—
Smarsh, Inc.	Delayed Draw Term Loan	2/18/2025	536		—
Smarsh, Inc.	Revolver	2/16/2029	268		—
Sonny's Enterprises, LLC	Delayed Draw Term Loan	6/5/2026	1,302		(8)
Spectrum Automotive Holdings Corp.	Delayed Draw Term Loan	3/24/2026	49		(1)
Spectrum Automotive Holdings Corp.	Delayed Draw Term Loan	3/24/2026	9,424		(113)
Spectrum Automotive Holdings Corp.	Revolver	6/29/2027	881		(11)
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan	4/25/2026	1,125		(11)
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	625		—
Summit Acquisition, Inc.	Delayed Draw Term Loan	11/1/2024	1,638		—
Summit Acquisition, Inc.	Revolver	5/1/2029	819		—
Superman Holdings, LLC	Delayed Draw Term Loan	8/29/2026	6,552		(16)
Superman Holdings, LLC	Revolver	8/29/2031	2,901		(14)
Surewerx Purchaser III, Inc.	Delayed Draw Term Loan	12/28/2025	1,128		(4)
Surewerx Purchaser III, Inc.	Revolver	12/28/2028	469		(2)
Suveto	Revolver	9/9/2027	600		(8)
Sweep Purchaser, LLC	Revolver	6/30/2027	1,406		—
Tamarack Intermediate, LLC	Revolver	3/13/2028	900		—
Tank Holding Corp.	Delayed Draw Term Loan	11/22/2025	156		(3)
Tank Holding Corp.	Revolver	3/31/2028	233		(4)
Thrive Buyer, Inc. (Thrive Networks)	Revolver	1/22/2027	661		(6)
Tidi Legacy Products, Inc.	Delayed Draw Term Loan	6/19/2025	494		(3)
Tidi Legacy Products, Inc.	Revolver	12/19/2029	356		(2)
Transit Technologies, LLC	Delayed Draw Term Loan	8/20/2026	2,841		(14)
Transit Technologies, LLC	Revolver	8/20/2030	1,704		(17)
Trintech, Inc.	Revolver	7/25/2029	2,092		(41)
Triple Lift, Inc.	Revolver	5/5/2028	2,467		(135)
Trunk Acquisition, Inc.	Revolver	2/19/2026	857		(7)
Two Six Labs, LLC	Delayed Draw Term Loan	10/9/2025	2,200		(26)
Two Six Labs, LLC	Revolver	8/20/2027	2,134		(25)
US Infra Svcs Buyer, LLC	Revolver	4/13/2027	900		(86)
United Flow Technologies Intermediate Holdco II, LLC	Delayed Draw Term Loan	6/21/2026	4,901		—

33

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

September 30, 2024

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
United Flow Technologies Intermediate Holdco II, LLC	Revolver	6/21/2030	$	990	$	—
UpStack, Inc.	Delayed Draw Term Loan	8/23/2026	3,750		(18)
UpStack, Inc.	Revolver	8/25/2031	1,500		(15)
V Global Holdings, LLC	Revolver	12/22/2025	159		(10)
VRC Companies, LLC	Delayed Draw Term Loan	8/15/2025	94		—
VRC Companies, LLC	Revolver	6/29/2027	1,653		—
Vardiman Black Holdings, LLC	Delayed Draw Term Loan	3/29/2026	113		—
Vehlo Purchaser, LLC	Delayed Draw Term Loan	10/5/2025	14,495		(120)
Vehlo Purchaser, LLC	Revolver	5/24/2028	128		(1)
Vensure Employer Services, Inc.	Delayed Draw Term Loan	9/27/2026	2,211		(11)
Verdantas, LLC	Revolver	5/6/2030	1,754		(23)
Vertex Service Partners, LLC	Delayed Draw Term Loan	11/8/2025	26		—
Vertex Service Partners, LLC	Revolver	11/8/2030	394		(5)
Vessco Midco Holdings, LLC	Delayed Draw Term Loan	7/24/2026	3,185		(15)
Vessco Midco Holdings, LLC	Revolver	7/24/2031	1,244		(12)
Victors Purchaser, LLC	Delayed Draw Term Loan	7/15/2026	1,213		(6)
Victors Purchaser, LLC	Revolver	8/15/2031	693		(7)
World Insurance Associates, LLC	Revolver	4/3/2028	1,269		(24)
YI, LLC	Delayed Draw Term Loan	6/1/2025	1,178		(4)
YI, LLC	Revolver	12/3/2029	883		(3)
Zarya Intermediate, LLC	Revolver	7/1/2027	3,649		(13)
iCIMS, Inc.	Delayed Draw Term Loan	10/23/2024	85		—
iCIMS, Inc.	Revolver	8/18/2028	32		—
mPulse Mobile, Inc.	Revolver	12/17/2027	1,734		(26)
Total First Lien Debt Unfunded Commitments			$	552,411	$	(3,997)
Total Unfunded Commitments			$	552,411	$	(3,997)

34

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

35

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

36

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

37

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

38

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
Groundworks, LLC	(5) (7) (13)	S +	6.50%	11.90%	3/14/2029	—	$	(2)	$	—	—	%
Heartland Home Services, Inc.	(5) (8)	S +	5.75%	11.11%	12/15/2026	1,946	1,936		1,942		0.11
Lightspeed Solution, LLC	(5) (8)	S +	6.50% (incl. 2.17% PIK)	11.86%	3/1/2028	7,881	7,768		7,741		0.45
Lightspeed Solution, LLC	(5) (8) (13)	S +	6.50% (incl. 2.17% PIK)	11.86%	3/1/2028	423	402		379		0.02
LUV Car Wash Group, LLC	(5) (7) (13)	S +	7.00%	12.55%	12/9/2026	714	708		711		0.04
Magnolia Wash Holdings	(5) (7)	S +	6.50%	12.16%	7/14/2028	3,263	3,210		2,947		0.17
Magnolia Wash Holdings	(5) (7)	S +	6.50%	12.16%	7/14/2028	699	687		631		0.04
Magnolia Wash Holdings	(5) (7) (13)	S +	6.50%	12.16%	7/14/2028	87	85		72		—
Spotless Brands, LLC	(5) (7)	S +	6.50%	12.03%	7/25/2028	4,503	4,429		4,463		0.26
Spotless Brands, LLC	(5) (7)	S +	6.50%	12.03%	7/25/2028	852	838		845		0.05
Spotless Brands, LLC	(5) (7) (13)	S +	6.50%	12.03%	7/25/2028	31	29		30		—
Vertex Service Partners, LLC	(5) (6) (8)	S +	5.50%	10.90%	11/8/2030	1,774	1,730		1,730		0.10
Vertex Service Partners, LLC	(5) (8) (13)	S +	5.50%	10.90%	11/8/2030	854	802		802		0.05
Vertex Service Partners, LLC	(5) (8) (13)	S +	5.50%	10.90%	11/8/2030	—	(11)		(11)		—
							81,164		80,159		4.66
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC	(5) (8)	S +	6.00%	11.54%	7/6/2028	6,037	5,943		4,986		0.29
Abracon Group Holdings, LLC	(5) (8) (13)	S +	6.00%	11.54%	7/6/2028	—	(8)		(77)		—
Abracon Group Holdings, LLC	(5) (8)	S +	6.00%	11.54%	7/6/2028	401	395		331		0.02
Dwyer Instruments, Inc.	(5) (8)	S +	5.75%	11.17%	7/21/2027	10,512	10,342		10,303		0.60
Dwyer Instruments, Inc.	(5) (8) (13)	S +	5.75%	11.17%	7/21/2027	2,023	1,960		1,953		0.11
Dwyer Instruments, Inc.	(5) (8) (13)	S +	5.75%	11.17%	7/21/2027	—	(14)		(20)		—
Infinite Bidco, LLC	(5) (9)	S +	6.25%	11.88%	3/2/2028	12,360	12,043		12,285		0.71
Magneto Components Buyco, LLC	(5) (6) (8)	S +	6.00%	11.36%	12/5/2030	15,302	15,024		15,024		0.87
Magneto Components Buyco, LLC	(5) (8) (13)	S +	6.00%	11.36%	12/5/2030	—	(28)		(28)		—
Magneto Components Buyco, LLC	(5) (8) (13)	S +	6.00%	11.36%	12/5/2029	—	(46)		(46)		—
							45,611		44,711		2.60
Financial Services
Applitools, Inc.	(5) (8) (10)	S +	6.25% PIK	11.61%	5/25/2029	3,584	3,541		3,498		0.20
Applitools, Inc.	(5) (8) (10) (13)	S +	6.25%	11.61%	5/25/2028	—	(6)		(10)		—
Cerity Partners, LLC	(5) (8)	S +	6.75%	12.11%	7/30/2029	4,767	4,639		4,767		0.28
Cerity Partners, LLC	(5) (8)	S +	6.75%	12.11%	7/30/2029	6,698	6,528		6,698		0.39
GC Waves Holdings, Inc.	(5) (8)	S +	6.00%	11.46%	8/11/2028	2,302	2,259		2,259		0.13
GC Waves Holdings, Inc.	(5) (8) (13)	S +	6.00%	11.46%	8/11/2028	628	476		503		0.03

39

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

40

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

41

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

42

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

43

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

44

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

45

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

46

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

47

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares	Cost(4)		Fair Value		Percentage of Net Assets
PAI Holdco, Inc.	(5) (7)	S +	7.50% (incl. 2.00% PIK)	13.03%	10/28/2028	26,565	$	26,053	$	24,823	1.44	%
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(9)	S +	7.00%	12.65%	3/2/2029	25,500	25,446		21,420		1.24
Energy Equipment & Services
QBS Parent, Inc.	(5)	S +	8.50%	14.04%	9/21/2026	15,000	14,853		14,400		0.84
Health Care Providers & Services
Heartland Veterinary Partners, LLC	(5) (7)	S +	8.00%	13.46%	12/10/2027	3,960	3,903		3,879		0.23
Heartland Veterinary Partners, LLC	(5) (7)	S +	8.00%	13.46%	12/10/2027	1,540	1,516		1,508		0.09
							5,419		5,387		0.31
Industrial Conglomerates
Aptean, Inc.	(5)(8)	S +	7.00%	12.46%	4/23/2027	5,950	5,950		5,950		0.35
IT Services
Help/Systems Holdings, Inc.	(8)	S +	6.75%	12.35%	11/19/2027	17,500	17,500		14,147		0.82
Idera, Inc.	(5) (8)	S +	6.75%	12.28%	3/2/2029	3,887	3,865		3,887		0.23
Red Dawn SEI Buyer, Inc.	(5) (7)	S +	8.50%	13.86%	11/20/2026	19,000	18,727		18,945		1.10
							40,092		36,979		2.15
Software
Flexera Software, LLC	(5) (7)	S +	7.00%	12.47%	3/3/2029	13,500	13,303		13,500		0.78
Matrix Parent, Inc.	(5) (9) (11)	S +	8.00%	13.53%	3/1/2030	10,667	10,505		5,733		0.33
							23,808		19,233		1.12
Total Second Lien Debt							$	146,014	$	132,415	7.69	%
Other Investments
Unsecured Debt
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(5) (11)		16.25% PIK		6/18/2026	1,500	1,500		170		0.01
Fetch Insurance Services, LLC	(5)		12.75% (incl. 3.75% PIK)		10/31/2027	1,953	1,910		1,894		0.11
Total Unsecured Debt							$	3,410	$	2,064	0.12	%

48

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

49

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

(1)	Unless otherwise indicated, issuers of debt and equity investments held by the Company (where such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2023, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2023, the Company is not an “affiliated person” of any of its portfolio companies.
(2)	Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 “Debt”.
(3)	Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR (“E”) or SOFR (“S”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2023. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2023. As of December 31, 2023, the reference rates for our variable rate loans were the 3-month E at 3.91%, 1-month S at 5.35%, the 3-month S at 5.33%; the 6-month S at 5.16% and the P at 8.50% .
(4)	The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)	These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Valuation Designee, under the supervision of the Board of Directors (the “Board of Directors” or the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(6)	Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined below). See Note 6 “Debt”.
(7)	Loan includes interest rate floor of 1.00% .
(8)	Loan includes interest rate floor of 0.75%.
(9)	Loan includes interest rate floor of 0.50%.
(10)	The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023, non-qualifying assets represented 6.55% of total assets as calculated in accordance with regulatory requirements.
(11)	Investment was on non-accrual status as of December 31, 2023.
(12)	Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of December 31, 2023, the aggregate fair value of these securities is $54,538 or 3.17% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(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, 2023:

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
First Lien Debt
365 Retail Markets, LLC	Revolver	12/23/2026	$	2,800	$	—
48Forty Solutions, LLC	Revolver	11/30/2026	1,086		(68)
AMCP Pet Holdings, Inc. (Brightpet)	Revolver	10/5/2026	2,042		(44)
ARI Network Services, Inc.	Revolver	2/28/2025	3,030		(29)
AWP Group Holdings, Inc.	Delayed Draw Term Loan	8/1/2025	1,579		(24)
AWP Group Holdings, Inc.	Revolver	12/24/2029	620		(9)
Abacus Data Holdings, Inc. (AbacusNext)	Revolver	3/10/2027	350		—
Abracon Group Holdings, LLC	Delayed Draw Term Loan	7/6/2024	441		(77)
Advarra Holdings, Inc.	Delayed Draw Term Loan	8/26/2024	41		(1)
Alert Media, Inc.	Revolver	4/10/2026	3,043		(53)
Amerilife Holdings, LLC	Delayed Draw Term Loan	10/7/2025	147		(2)
Amerilife Holdings, LLC	Revolver	8/31/2028	437		(6)

50

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Answer Acquisition, LLC	Revolver	12/30/2026	$	192	$	(3)
Apex Service Partners, LLC	Delayed Draw Term Loan	10/24/2025	5,922		(73)
Apex Service Partners, LLC	Revolver	10/24/2029	2,335		(43)
Appfire Technologies, LLC	Delayed Draw Term Loan	6/13/2024	1,083		(14)
Appfire Technologies, LLC	Revolver	3/9/2027	129		(2)
Applitools, Inc.	Revolver	5/25/2028	433		(10)
Assembly Intermediate, LLC	Delayed Draw Term Loan	1/1/2024	1,556		(58)
Assembly Intermediate, LLC	Revolver	10/19/2027	2,074		(78)
Associations, Inc.	Delayed Draw Term Loan	6/10/2024	60		(1)
Associations, Inc.	Revolver	7/2/2027	1,203		(11)
Atlas Us Finco, Inc.	Revolver	12/9/2028	186		—
Avalara, Inc.	Revolver	10/19/2028	1,130		—
Bottomline Technologies, Inc.	Revolver	5/15/2028	267		—
Bradyifs Holdings, LLC	Delayed Draw Term Loan	10/31/2025	619		(8)
Bradyifs Holdings, LLC	Revolver	10/31/2029	631		(12)
Bridgepointe Technologies, LLC	Delayed Draw Term Loan	4/1/2025	4,426		(73)
Bullhorn, Inc.	Revolver	9/30/2026	593		(2)
CLEO Communications Holding, LLC	Revolver	6/9/2027	12,502		(196)
Caerus US 1, Inc.	Delayed Draw Term Loan	10/28/2024	893		—
Caerus US 1, Inc.	Revolver	5/25/2029	293		—
Catalis Intermediate, Inc.	Revolver	8/4/2027	2,778		(153)
Chase Intermediate, LLC	Delayed Draw Term Loan	8/31/2025	10,601		(196)
Chase Intermediate, LLC	Revolver	10/30/2028	530		(10)
Citrin Cooperman Advisors, LLC	Delayed Draw Term Loan	12/13/2025	7,275		(70)
Coupa Holdings, LLC	Delayed Draw Term Loan	8/27/2024	1,085		(12)
Coupa Holdings, LLC	Revolver	2/27/2029	831		(9)
Cyara AcquisitionCo, LLC	Revolver	6/28/2029	313		(6)
Diligent Corporation	Revolver	8/24/2025	2,070		(4)
Dwyer Instruments, Inc.	Delayed Draw Term Loan	12/22/2025	2,954		(29)
Dwyer Instruments, Inc.	Revolver	7/21/2027	1,014		(20)
E-Discovery AcquireCo, LLC	Revolver	8/29/2029	1,618		(28)
Encore Holdings, LLC	Revolver	11/23/2027	539		—
Energy Labs Holdings Corp.	Revolver	4/7/2028	39		—
Excelitas Technologies Corp.	Delayed Draw Term Loan	8/12/2024	44		—
Excelitas Technologies Corp.	Revolver	8/14/2028	51		—
FLS Holding, Inc.	Revolver	12/17/2027	1,802		(11)
FMG Suite Holdings, LLC	Revolver	10/30/2026	1,542		(10)
FORTIS Solutions Group, LLC	Delayed Draw Term Loan	6/24/2024	908		—

51

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
FORTIS Solutions Group, LLC	Revolver	10/15/2027	$	2,564	$	—
Foundation Risk Partners Corp.	Revolver	10/29/2027	4,571		—
Fullsteam Operations, LLC	Delayed Draw Term Loan	5/27/2025	3,902		(68)
Fullsteam Operations, LLC	Revolver	11/27/2029	608		(18)
GC Waves Holdings, Inc.	Delayed Draw Term Loan	12/31/2024	6,095		(113)
GC Waves Holdings, Inc.	Revolver	8/11/2028	331		(6)
GPS Merger Sub, LLC	Delayed Draw Term Loan	10/2/2025	1,274		(12)
GPS Merger Sub, LLC	Revolver	10/2/2029	1,019		(20)
GS AcquisitionCo, Inc.	Revolver	5/22/2026	2,420		—
GSM Acquisition Corp. (GSM Outdoors)	Revolver	11/16/2026	4,280		(43)
Galway Borrower, LLC	Delayed Draw Term Loan	4/28/2024	1,712		(18)
Galway Borrower, LLC	Revolver	9/30/2027	2,053		(60)
Gateway US Holdings, Inc.	Revolver	9/22/2026	30		—
GraphPad Software, LLC	Revolver	4/27/2027	875		(3)
Ground Penetrating Radar Systems, LLC	Revolver	6/26/2025	1,641		(14)
Groundworks, LLC	Delayed Draw Term Loan	9/14/2024	54		—
Groundworks, LLC	Revolver	3/14/2029	62		—
Heartland Veterinary Partners, LLC	Revolver	12/10/2026	375		(3)
Helios Service Partners, LLC	Delayed Draw Term Loan	2/7/2025	5,933		(59)
Helios Service Partners, LLC	Revolver	3/19/2027	542		(5)
Higginbotham Insurance Agency, Inc.	Delayed Draw Term Loan	8/23/2025	1,254		—
High Street Buyer, Inc.	Revolver	4/16/2027	2,136		—
Hyland Software, Inc.	Revolver	9/19/2029	1,879		(21)
Inszone Mid, LLC	Delayed Draw Term Loan	11/10/2025	6,000		(64)
Inszone Mid, LLC	Revolver	11/12/2029	817		(16)
Integrity Marketing Acquisition, LLC	Revolver	8/27/2026	52		(1)
Iris Buyer, LLC	Delayed Draw Term Loan	10/2/2030	856		(13)
Iris Buyer, LLC	Revolver	10/2/2029	1,001		(26)
KENG Acquisition, Inc.	Delayed Draw Term Loan	8/1/2025	2,040		(26)
KENG Acquisition, Inc.	Revolver	8/1/2029	781		(10)
KWOR Acquisition, Inc.	Delayed Draw Term Loan	6/22/2024	3,473		(50)
KWOR Acquisition, Inc.	Revolver	12/22/2027	70		(1)
Kaseya, Inc.	Delayed Draw Term Loan	6/23/2024	803		(4)
Kaseya, Inc.	Revolver	6/25/2029	642		(3)
Komline Sanderson Engineering Corp.	Delayed Draw Term Loan	5/27/2024	8,529		(266)
Komline Sanderson Engineering Corp.	Revolver	3/17/2026	4,746		(148)

52

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
LJ Avalon Holdings, LLC	Delayed Draw Term Loan	8/1/2024	$	1,028	$	(24)
LJ Avalon Holdings, LLC	Revolver	2/1/2029	675		(16)
LUV Car Wash Group, LLC	Delayed Draw Term Loan	3/14/2024	274		(1)
LegitScript, LLC	Delayed Draw Term Loan	6/24/2024	6,612		(59)
LegitScript, LLC	Revolver	6/24/2028	3,167		(28)
Lightspeed Solution, LLC	Delayed Draw Term Loan	3/1/2024	2,024		(36)
MHE Intermediate Holdings, LLC	Revolver	7/21/2027	2,500		(25)
MRI Software, LLC	Delayed Draw Term Loan	12/19/2025	74		—
MRI Software, LLC	Revolver	2/10/2026	2,252		(12)
Magneto Components Buyco, LLC	Delayed Draw Term Loan	6/5/2025	3,035		(28)
Magneto Components Buyco, LLC	Revolver	12/5/2029	2,529		(46)
Magnolia Wash Holdings	Revolver	7/14/2028	71		(7)
Majesco	Revolver	9/21/2026	1,575		(18)
Mantech International CP	Delayed Draw Term Loan	9/14/2024	56		—
Mantech International CP	Revolver	9/14/2028	53		—
Mobile Communications America, Inc.	Delayed Draw Term Loan	10/16/2025	1,921		(14)
Mobile Communications America, Inc.	Revolver	10/16/2029	960		(14)
Montana Buyer, Inc.	Revolver	7/22/2028	400		(3)
Netwrix Corporation And Concept Searching, Inc.	Delayed Draw Term Loan	6/10/2024	1,528		(23)
Netwrix Corporation And Concept Searching, Inc.	Revolver	6/11/2029	431		(6)
Oak Purchaser, Inc.	Delayed Draw Term Loan	4/28/2024	127		(3)
Oak Purchaser, Inc.	Revolver	4/28/2028	372		(8)
Omni Intermediate Holdings, LLC	Delayed Draw Term Loan	6/24/2024	138		(7)
Omni Intermediate Holdings, LLC	Revolver	12/30/2025	233		(11)
PCX Holding Corp.	Revolver	4/22/2027	987		(6)
PDFTron Systems, Inc.	Revolver	7/15/2026	3,850		(62)
PPV Intermediate Holdings, LLC	Delayed Draw Term Loan	8/31/2025	15,090		(124)
Pareto Health Intermediate Holdings, Inc.	Revolver	6/1/2029	792		(6)
Patriot Growth Insurance Services, LLC	Revolver	10/16/2028	4,485		(44)
Peter C. Foy & Associates Insurance Services, LLC	Delayed Draw Term Loan	10/19/2024	1,695		(8)
Peter C. Foy & Associates Insurance Services, LLC	Revolver	11/1/2027	832		(12)
Pound Bidco, Inc.	Delayed Draw Term Loan	12/31/2024	297		—
Pound Bidco, Inc.	Revolver	1/30/2026	1,163		—
Procure Acquireco, Inc. (Procure Analytics)	Revolver	12/20/2028	238		(7)
Project Boost Purchaser, LLC	Delayed Draw Term Loan	5/2/2024	589		(1)

53

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
Project Boost Purchaser, LLC	Revolver	5/2/2028	$	449	$	—
RSC Acquisition, Inc.	Delayed Draw Term Loan	2/14/2025	610		(5)
Randy's Holdings, Inc.	Delayed Draw Term Loan	11/1/2024	2,248		(8)
Randy's Holdings, Inc.	Revolver	11/1/2028	639		(2)
Raptor Merger Sub Debt, LLC	Revolver	4/1/2028	1,953		(2)
Recovery Point Systems, Inc.	Revolver	8/12/2026	4,000		—
Redwood Services Group, LLC	Delayed Draw Term Loan	1/31/2025	505		(12)
Revalize, Inc.	Revolver	4/15/2027	53		(1)
Riskonnect Parent, LLC	Delayed Draw Term Loan	7/7/2024	558		(1)
RoadOne IntermodaLogistics	Delayed Draw Term Loan	6/30/2024	273		(5)
RoadOne IntermodaLogistics	Revolver	12/29/2028	309		(6)
Securonix, Inc.	Revolver	4/5/2028	3,782		(210)
Sherlock Buyer Corp.	Delayed Draw Term Loan	9/6/2025	3,215		(2)
Sherlock Buyer Corp.	Revolver	12/8/2027	1,286		(1)
Smarsh, Inc.	Delayed Draw Term Loan	2/18/2024	536		(9)
Smarsh, Inc.	Revolver	2/16/2029	268		(5)
Spectrio, LLC	Revolver	12/9/2026	493		(25)
Spectrum Automotive Holdings Corp.	Delayed Draw Term Loan	6/29/2024	1,154		(26)
Spectrum Automotive Holdings Corp.	Revolver	6/29/2027	881		(20)
Spotless Brands, LLC	Revolver	7/25/2028	114		(1)
Stepping Stones Healthcare Services, LLC	Delayed Draw Term Loan	1/1/2024	276		(4)
Stepping Stones Healthcare Services, LLC	Revolver	12/30/2026	625		(9)
Summit Acquisition, Inc.	Delayed Draw Term Loan	11/1/2024	1,638		(25)
Summit Acquisition, Inc.	Revolver	5/1/2029	819		(12)
Summit Buyer, LLC	Delayed Draw Term Loan	8/25/2025	197		(5)
Summit Buyer, LLC	Revolver	1/14/2026	2,443		(59)
Superman Holdings, LLC	Delayed Draw Term Loan	5/1/2025	380		(5)
Surewerx Purchaser III, Inc.	Delayed Draw Term Loan	6/28/2024	1,128		—
Surewerx Purchaser III, Inc.	Revolver	12/28/2028	494		—
Suveto	Revolver	9/9/2027	930		(19)
Sweep Purchaser, LLC	Delayed Draw Term Loan	5/5/2024	273		(55)
Sweep Purchaser, LLC	Revolver	11/30/2026	28		(6)
Syntax Systems Ltd	Revolver	10/29/2026	1,447		(26)
Tamarack Intermediate, LLC	Delayed Draw Term Loan	10/6/2025	398		(6)
Tamarack Intermediate, LLC	Revolver	3/13/2028	900		(22)
Tank Holding Corp.	Delayed Draw Term Loan	5/22/2024	494		(10)

54

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2023

(In thousands)

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

55

Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2024

(In thousands, except shares and per share amounts)

(1) ORGANIZATION

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

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

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

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

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

56

(2) SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments and reclassifications, consisting solely of normal recurring accruals considered necessary for the fair presentation of consolidated financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that the Company may ultimately achieve for the year ending December 31, 2024.

Use of Estimates

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

Consolidation

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

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

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less, and restricted cash pledged as collateral. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with 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.

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The Company's Board of Directors (the “Board of Directors” or the “Board”), with the assistance of the Company’s audit committee (the “Audit Committee”), determines the fair value of the Company’s investments in accordance with ASC Topic 820, Fair Value Measurements (“ASC 820”) issued by the FASB. The Board of Directors has delegated to the Investment Adviser as the valuation designee (the “Valuation Designee”) the responsibility of determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company’s investment portfolio, subject to oversight of the Board of Directors. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value is a market-based measurement, not an entity-specific measurement. For some investments, observable market transactions or market information might be available. For other investments, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same - to estimate the price when an orderly transaction to sell the investment would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant). Refer to Note 5 “Fair Value Measurements” for the Company’s framework for determining fair value, fair value hierarchies, and the composition of the Company’s portfolio.

Derivative Instruments

Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge certain of the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so.

Revenue Recognition

Interest Income

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

PIK Income

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

Dividend Income

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies. Dividend income is presented net of withholding tax, if any.

Other Income

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The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.

Non-Accrual Investments

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

As of both September 30, 2024 and December 31, 2023, the Company had certain investments in two and three portfolio companies that were on non-accrual status. The amortized cost of investments on non-accrual status as of September 30, 2024 and December 31, 2023 was $8,117 and $19,353, respectively.

Offering Costs

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

Deferred Financing Costs and Debt Issuance Costs

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

Income Taxes

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

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

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

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the three and nine months ended September 30, 2024, the Company accrued $501 and $1,437 of U.S. federal excise tax, respectively. For the three and nine months ended September 30, 2023, the Company accrued $0 and $0 of U.S. federal excise tax, respectively.    

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

New Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU 2023-09”). ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual

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periods beginning after December 15, 2024 and early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

(3)SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

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

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

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

Base Management Fee

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

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

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

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

For the three and nine months ended September 30, 2024, Base Management Fees were $6,825 and $18,437, net of waiver, respectively. For the three and nine months ended September 30, 2023, Base Management Fees were $1,938 and $5,625, net of waiver, respectively. As of September 30, 2024 and December 31, 2023, $6,825 and $2,012, respectively, were payable to the Investment Adviser relating to Base Management Fees.

Incentive Fee

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

i.Incentive Fee Based on Income

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For the three and nine months ended September 30, 2024, income based incentive fees were $8,448 and $28,476, net of waiver respectively. For the three and nine months ended September 30, 2023, income based incentive fees were $10,727 and $30,246, respectively. As of September 30, 2024 and December 31, 2023, $8,448 and $11,766, respectively, were payable to the Investment Adviser relating to income based incentive fees.

ii.Incentive Fee Based on Capital Gains

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

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

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

For the three and nine months ended September 30, 2024, the Investment Adviser accrued $0 and $0 capital gains incentive fees. For the three and nine months ended September 30, 2023, the Investment Adviser accrued $0 and $0 capital gains incentive fees. The Investment Advisory Agreement does not permit unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser. Amounts due related to unrealized capital appreciation, if any, will not be paid to the Investment Adviser until realized under the terms of the Investment Advisory Agreement and determined based on the calculation. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.

As of September 30, 2024 and December 31, 2023, $0 and $0, respectively, were payable to the Investment Adviser relating to capital gains incentive fees payable.

Administration Agreement

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

For the three and nine months ended September 30, 2024, the Company incurred $138 and $180, respectively, in expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations. For the three and nine months ended September 30, 2023, the Company incurred $27 and $141, respectively, in expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations.

Amounts unpaid and included in payable to affiliates on the Consolidated Statements of Assets and Liabilities as of September 30, 2024 and December 31, 2023 were $166 and $178, respectively.

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Sub-Administration Agreement

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

Placement Agent Agreement

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

MS Credit Partners Holdings, Inc. Investment

MS Credit Partners Holdings, Inc., or MS Credit Partners Holdings, a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, made an aggregate capital commitment of $200,000 to the Company pursuant to a subscription agreement entered into in December 2019, which had been fully funded as of October 4, 2023. As of September 30, 2024 and December 31, 2023, MS Credit Partners Holdings held approximately 10.9% and 11.7% of the Company’s outstanding shares of Common Stock, respectively. Morgan Stanley has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.

Morgan Stanley & Co. Related Transactions

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

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

Morgan Stanley & Co. LLC served as a co-agent in connection with the private placement of the Company’s 2029 Notes (as defined below in Note 6. “Debt”) and received fees of $210 at closing on May 27, 2024.

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

(4) INVESTMENTS

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

	September 30, 2024						December 31, 2023(1)
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First Lien Debt	$	3,506,164	$	3,492,302	96.0	%	$	3,027,413	$	3,004,544	94.1	%
Second Lien Debt	93,422		84,074		2.3		146,014		132,415		4.1
Other Debt Investments	9,525		8,809		0.2		3,410		2,064		0.1
Equity	53,507		55,139		1.5		49,939		54,538		1.7
Total	$	3,662,618	$	3,640,324	100.0	%	$	3,226,776	$	3,193,561	100.0	%

(1) The Company reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2023.

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

	September 30, 2024		December 31, 2023
Aerospace & Defense	2.2	%	2.2	%
Air Freight & Logistics	0.4		1.1
Automobile Components	3.1		3.5
Automobiles	3.7		4.7
Biotechnology	0.8		0.5
Building Products	0.4		—
Chemicals	0.6		0.6
Commercial Services & Supplies	10.5		9.6
Construction & Engineering	2.1		1.5
Consumer Staples Distribution & Retail	0.6		—
Containers & Packaging	1.2		1.4
Distributors	2.5		2.9
Diversified Consumer Services	4.8		2.5
Electronic Equipment, Instruments & Components	1.8		2.1
Energy Equipment & Services	0.4		0.5
Financial Services	2.3		1.9
Food Products	2.1		2.3
Ground Transportation	0.6		—
Health Care Equipment & Supplies	0.6		0.7
Health Care Providers & Services	4.4		4.6
Health Care Technology	1.7		1.9
Industrial Conglomerates	1.2		1.3
Insurance Services	12.6		14.9
Interactive Media & Services	2.8		3.2
IT Services	8.7		8.7
Leisure Products	—		0.7
Life Sciences Tools & Services	0.3		—
Machinery	0.9		2.1
Multi-Utilities	0.5		0.7
Pharmaceuticals	0.3		0.4
Professional Services	4.2		3.8
Real Estate Management & Development	3.8		5.3
Software	17.7		14.2
Wireless Telecommunication Services	0.2		0.2
Total	100.0	%	100.0	%

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

	September 30, 2024						December 31, 2023
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
Australia	$	8,814	$	8,993	0.2	%	$	16,985	$	17,048	0.5	%
Canada	155,574		156,246		4.3		98,674		98,387		3.1
United Kingdom	12,007		11,443		0.3		12,398		12,629		0.4
United States	3,486,223		3,463,642		95.2		3,098,719		3,065,497		96.0
Total	$	3,662,618	$	3,640,324	100.0	%	$	3,226,776	$	3,193,561	100.0	%

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(5) FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

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

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

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

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

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

4)the Audit Committee reviews the assessments of the Valuation Designee and the independent third-party valuation firms and provides the Board of Directors with recommendations with respect to the fair value of each investment in the Company’s portfolio; and

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5)the Board of Directors discusses the valuation recommendations of the Audit Committee and determine the fair value of each investment in the Company’s portfolio in good faith based on the input of the Valuation Designee and, where applicable, the third-party valuation firms.

The fair value is generally determined based on the assessment of the following factors, as relevant:

•     the nature and realizable value of any collateral;

•     call features, put features and other relevant terms of debt;

•     the portfolio company’s leverage and ability to make payments;

•     the portfolio company’s public or private letter credit ratings;

•     the portfolio company’s actual and expected earnings and discounted cash flow;

•     prevailing interest rates for like securities and expected volatility in future interest rates;

•     the markets in which the issuer does business and recent economic and/or market events; and

•     comparisons to publicly traded securities.

Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information.

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

The following tables present the fair value hierarchy of investments:

	September 30, 2024								December 31, 2023(2)
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
First Lien Debt	$	—	$	27,098	$	3,465,204	$	3,492,302	$	—	$	24,674	$	2,979,870	$	3,004,544
Second Lien Debt	—		35,908		48,166		84,074		—		35,567		96,848		132,415
Other Debt Investments	—		—		8,809		8,809		—		—		2,064		2,064
Equity	—		—		39,555		39,555		—		—		38,572		38,572
Subtotal	$	—	$	63,006	$	3,561,734	$	3,624,740	$	—	$	60,241	$	3,117,354	$	3,177,595
Investment measured at net asset value(1)							15,584								15,966
Total Investments							$	3,640,324							$	3,193,561
Cash equivalents	$	9,139	$	—	$	—	$	9,139	$	—	$	—	$	—	$	—

(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.

(2) The Company reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2023.

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The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended September 30, 2024:

	First Lien Debt		Second Lien Debt		Other Debt Investments		Equity		Total Investments
Fair value, beginning of period	$	3,319,052	$	67,286	$	8,467	$	41,505	$	3,436,310
Purchases of investments(1)	374,998		—		—		1,222		376,220
Proceeds from principal repayments and sales of investments(1)	(232,124)		(19,000)		—		(1,481)		(252,605)
Accretion of discount/amortization of premium	4,355		272		5		—		4,632
Payment-in-kind	1,902		238		222		274		2,636
Net change in unrealized appreciation (depreciation)	(2,760)		9,875		115		(1,721)		5,509
Net realized gains (losses)	(219)		(10,505)		—		(244)		(10,968)
Transfers into/(out) of Level 3(2)	—		—		—		—		—
Fair value, end of period	$	3,465,204	$	48,166	$	8,809	$	39,555	$	3,561,734
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2024	$	(2,555)	$	(399)	$	115	$	(1,003)	$	(3,842)

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 nine months ended September 30, 2024:

	First Lien Debt		Second Lien Debt		Other Debt Investments		Equity		Total Investments
Fair value, beginning of period	$	2,979,870	$	96,848	$	2,064	$	38,572	$	3,117,354
Purchases of investments(1)	1,035,811		836		5,770		3,738		1,046,155
Proceeds from principal repayments and sales of investments(1)	(569,419)		(44,229)		—		(1,481)		(615,129)
Accretion of discount/amortization of premium	11,099		698		11		—		11,808
Payment-in-kind	6,479		604		336		1,555		8,974
Net change in unrealized appreciation (depreciation)	8,261		3,914		628		(2,585)		10,218
Net realized gains (losses)	(4,969)		(10,505)		—		(244)		(15,718)
Transfers into/(out) of Level 3(2)	(1,928)		—		—		—		(1,928)
Fair value, end of period	$	3,465,204	$	48,166	$	8,809	$	39,555	$	3,561,734
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2024	$	4,396	$	(612)	$	628	$	(2,151)	$	2,261

(1)     Includes transactions relating to restructurings.

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

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The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended September 30, 2023:

	First Lien Debt		Second Lien Debt		Other Securities		Total Investments
Fair value, beginning of period	$	2,772,653	$	113,084	$	39,102	$	2,924,839
Purchases of investments	153,327		—		1,621		154,948
Proceeds from principal repayments and sales of investments	(41,712)		—		—		(41,712)
Accretion of discount/amortization of premium	2,035		68		2		2,105
Payment-in-kind	774		137		567		1,478
Net change in unrealized appreciation (depreciation)	20,907		394		(1,129)		20,172
Net realized gains (losses)	5		—		—		5
Transfers into/(out) of Level 3(1)	—		(21,675)		—		(21,675)
Fair value, end of period	$	2,907,989	$	92,008	$	40,163	$	3,040,160
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2023	$	20,893	$	394	$	(1,129)	$	20,158

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 nine months ended September 30, 2023:

	First Lien Debt		Second Lien Debt		Other Securities		Total Investments
Fair value, beginning of period	$	2,668,749	$	122,891	$	36,395	$	2,828,035
Purchases of investments	365,914		86		1,712		367,712
Proceeds from principal repayments and sales of investments	(168,477)		—		—		(168,477)
Accretion of discount/amortization of premium	6,985		201		6		7,192
Payment-in-kind	1,580		397		1,562		3,539
Net change in unrealized appreciation (depreciation)	33,111		816		488		34,415
Net realized gains (losses)	127		—		—		127
Transfers into/(out) of Level 3(1)	—		(32,383)		—		(32,383)
Fair value, end of period	$	2,907,989	$	92,008	$	40,163	$	3,040,160
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2023	$	32,754	$	816	$	488	$	34,058

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

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

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	September 30, 2024
					Range(1)
Asset Category	Fair Value		Valuation Technique (2)	Significant Unobservable Input	Low		High		Weighted Average(3)
Investments in first lien debt	$	3,465,204	Yield Analysis	Discount Rate	7.68	%	27.85	%	9.89	%
Investments in second lien debt	48,166		Yield Analysis	Discount Rate	9.65	%	15.00	%	13.22	%
Unsecured debt	8,050		Yield Analysis	Discount Rate	9.90	%	14.90	%	11.13	%
	759		Market Approach	EBITDA Multiple					9.00x
Preferred equity	22,164		Income Approach	Discount Rate	9.88	%	15.16	%	13.31	%
	1,166		Market Approach	EBITDA Multiple					8.50x
Common equity	13,957		Market Approach	EBITDA Multiple	7.00x		18.70x		13.71x
	2,268		Market Approach	Revenue Multiple	7.58x		9.93x		8.47x
Total Investments	$	3,561,734

(1) For an asset category that contains a single investment, the range is not included.

(2) During the nine months ended September 30, 2024, one unsecured debt position with a fair value of $1.98 million transitioned from an income approach to a yield analysis valaution technique.

(3) Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment.

	December 31, 2023
					Range
Asset Category	Fair Value		Valuation Technique	Significant Unobservable Input	Low		High		Weighted Average(1)
Investments in first lien debt	$	2,979,870	Yield Analysis	Discount Rate	8.61	%	25.09	%	11.00	%
Investments in second lien debt	96,848		Yield Analysis	Discount Rate	10.80	%	31.13	%	14.37	%
Investments in other securities
Unsecured debt	1,894		Income Approach	Discount Rate	14.60	%	14.60	%	14.60	%
	170		Market Approach	EBITDA Multiple	9.00x		9.00x		9.00x
Preferred equity	18,758		Income Approach	Discount Rate	12.19	%	15.68	%	13.47	%
	1,275		Market Approach	Revenue Multiple	7.50x		7.50x		7.50x
Common equity	16,600		Market Approach	EBITDA Multiple	8.10x		18.70x		13.26x
	1,939		Market Approach	Revenue Multiple	7.60x		9.80x		8.47x
Total Investments	$	3,117,354

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

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

Financial instruments disclosed but not carried at fair value

The Company’s debt is presented at carrying value on the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s 2027 Notes (as defined below in Note 6. “Debt”) are based on third party pricing received by the Company. The fair value of the Company’s credit facilities, 2025 Notes and 2029 Notes are estimated in accordance with the Company's valuation policy. The carrying value, fair value and level of the Company’s debt were as follows:

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		September 30, 2024				December 31, 2023
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
BNP Funding Facility	3	$	246,000	$	246,000	$	282,000	$	282,000
Truist Credit Facility	3	545,987		545,987		520,263		520,263
2027 Notes(1)	2	421,837		420,563		420,834		407,617
2025 Notes(1)	3	273,845		275,000		272,935		275,000
2029 Notes(1)	3	353,896		361,098		—		—
Total		$	1,841,565	$	1,848,648	$	1,496,032	$	1,484,880

(1)As of September 30, 2024, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $2,657, $1,155 and $3,608 and unamortized original issuance discount of $506, $0 and $3,594, respectively. As of December 31, 2023, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $3,499, $2,065 $0, and unamortized original issuance discount of $667, $0 and $0, respectively.

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

(6) DEBT

The Company’s debt obligations were as follows.

	September 30, 2024						December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
BNP Funding Facility	$	600,000	$	246,000	$	354,000	$	600,000	$	282,000	$	318,000
Truist Credit Facility(1)	1,300,000		545,987		748,735		1,120,000		520,263		599,484
2027 Notes(2)	425,000		425,000		—		425,000		425,000		—
2025 Notes(2)	275,000		275,000		—		275,000		275,000		—
2029 Notes(2)	350,000		350,000		—		—		—		—
Total	$	2,950,000	$	1,841,987	$	1,102,735	$	2,420,000	$	1,502,263	$	917,484

(1)As of September 30, 2024 and December 31, 2023, a letter of credit of $5,278 and $253, respectively, was outstanding, which reduced the unused availability under the Truist Credit Facility by the same amount. Under the Truist Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2024 and December 31, 2023, the Company had borrowings denominated in Euros (EUR) of 238 and 238, respectively and Canadian dollars (CAD) of 300 and 0, respectively.

(2)As of September 30, 2024, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $2,657, $1,155 and $3,608 and unamortized original issuance discount of $506, $0 and $3,594, respectively. As of December 31, 2023, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $3,499, $2,065 $0, and unamortized original issuance discount of $667, $0 and $0, respectively.

The Company's summary information of its debt obligations were as follows:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Combined weighted average interest rate (1)	6.45		%	6.64		%	6.56		%	6.45		%
Combined weighted average effective interest rate (2)	6.89		%	6.99		%	7.00		%	6.78		%
Combined weighted average debt outstanding	$	1,799,879		$	1,619,670		$	1,614,402		$	1,591,671

(1) Excludes unused commitment fees, amortization of financing costs, accretion of original issue discount and net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items.

(2) Excludes unused commitment fees and and net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items.

As of September 30, 2024 and December 31, 2023, the Company was in compliance with all covenants and other requirements of each of the credit facilities, and each of the respective unsecured notes.

BNP Funding Facility

On October 14, 2020, DLF LLC entered into a Revolving Credit and Security Agreement (as amended, restated or otherwise modified from time to time, the “Credit and Security Agreement”) with DLF LLC, as the borrower, BNP Paribas (“BNP”), as the administrative agent and lender, the Company, as the equity holder and as the servicer, and U.S. Bank National Association, as collateral agent to (as amended, the “BNP Funding Facility”). As of September 30, 2024, the borrowing capacity under the BNP Funding Facility was $600,000. The applicable margin on borrowings during the reinvestment period is 2.25% and, after the reinvestment period, 2.75%.

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The obligations of DLF LLC under the BNP Funding Facility are secured by the assets held by DLF LLC. The BNP Funding Facility reinvestment period ends on August 21, 2027 and the facility has a final maturity date of August 21, 2029.

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

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Borrowing interest expense	$	4,137		$	6,904		$	15,382		$	20,862
Facility unused commitment fees	736			209			1,523			455
Amortization of deferred financing costs	346			297			1,173			840
Total	$	5,219		$	7,410		$	18,078		$	22,157
Weighted average interest rate	7.90		%	7.77		%	8.10		%	7.34		%
Weighted average outstanding balance	$	204,957		$	347,446		$	249,387		$	374,927

Truist Credit Facility

On July 16, 2021, the Company entered into a Senior Secured Revolving Credit Agreement with Truist Bank (as amended, restated or otherwise modified from time to time, the “Truist Credit Facility). The maximum principal amount of the Truist Credit Facility is $1,300,000, subject to availability under the borrowing base. The Truist Credit Facility includes an uncommitted accordion feature that, as of September 30, 2024, allows the Company, under certain circumstances, to increase the borrowing capacity to up to $1,950,000. As of September 30, 2024, the availability period of the Truist Credit Facility will terminate on April 19, 2028. 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) Term SOFR (as defined in the Truist Credit Facility agreement) on such day 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 term benchmark option, Term SOFR, for borrowings denominated in U.S. dollars, or the applicable term benchmark rate for borrowings denominated in certain foreign currencies, in each case for the related interest period for such borrowing plus 1.875% per annum or such other applicable margin as is applicable to such foreign currency borrowings. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. The Company pays letter of credit participation fees and a fronting fee on the average daily amount of any letter of credit issued and outstanding under the Truist Credit Facility, as applicable. As of September 30, 2024, the Truist Credit Facility has a maturity date of April 19, 2029.

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

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Borrowing interest expense	$	10,182		$	10,613		$	27,342		$	27,086
Facility unused commitment fees	741			531			2,156			1,723
Amortization of deferred financing costs	524			518			1,553			1,473
Total	$	11,447		$	11,662		$	31,051		$	30,282
Weighted average interest rate	7.31		%	7.26		%	7.33		%	6.91		%
Weighted average outstanding balance	$	544,923		$	572,225		$	490,015		$	516,745

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”) pursuant to the First Supplemental Indenture dated February 11, 2022 (the “First Supplemental Indenture”), which supplements a base indenture, dated as of February 11, 2022 (as may be further amended, supplemented or otherwise modified from time to time, the “Base Indenture” and together with the First Supplemental Indenture, the “February 2027 Notes Indenture”).

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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 February 2027 Notes Indenture. 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), filed on July 20, 2022, the Company closed an exchange offer in which holders of the 2027 Notes that were restricted because they were issued in a private placement were offered the opportunity to exchange such notes for new, registered notes with substantially identical terms. Through this exchange offer, holders representing 85.87% of the outstanding principal of the then restricted 2027 Notes obtained registered unrestricted 2027 Notes.

The summary information of 2027 Notes is as follows:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Borrowing interest expense	$	4,781		$	4,781		$	14,344		$	14,344
Accretion of original issuance discount	53			54			159			160
Amortization of debt issuance costs	283			283			851			839
Total	$	5,117		$	5,118		$	15,354		$	15,343
Stated interest rate	4.50		%	4.50		%	4.50		%	4.50		%

2025 Notes

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

The summary information of 2025 Notes is as follows:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Borrowing interest expense	$	5,191		$	5,191		$	15,572		$	15,572
Amortization of debt issuance costs	305			305			910			906
Total	$	5,496		$	5,496		$	16,482		$	16,478
Stated interest rate	7.55		%	7.55		%	7.55		%	7.55		%

2029 Notes

On May 17, 2024, the Company issued $350,000 in aggregate principal amount of 6.150% notes due 2029 (the “2029 Notes”), pursuant to the Second Supplemental Indenture dated May 17, 2024 (the “Second Supplemental Indenture”), which supplements the Base Indenture (together with the Second Supplemental Indenture, the “March 2029 Notes Indenture”).

The 2029 Notes will mature on May 17, 2029 and may be redeemed in whole or in part at the Company’s option at any time prior to April 17, 2029 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the March 2029 Notes Indenture and at par value on April 17, 2029 or thereafter. The 2029 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 2029 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

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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.

In connection with the 2029 Notes Offering, the Company entered into interest rate swaps. Under the interest rate swap agreement related to the 2029 Notes, the Company receives a fixed interest rate of 6.413% per annum and pays a floating interest rate of SOFR + 2.37% per annum on $350,000 of the 2029 Notes. For the three and nine months ended September 30, 2024, the Company paid no periodic payments. The interest expense related to the 2029 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of September 30, 2024, the interest rate swaps had a fair value of $11,131. Based on the fair value measurement hierarchy, the swaps are classified as level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps are either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company's Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swaps is offset by the change in fair value of the 2029 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of 2029 Notes is as follows:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Borrowing interest expense	$	5,381		$	—		$	8,012		$	—
Accretion of original issuance discount	197			—			293			—
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items	(26)			—			(33)			—
Amortization of debt issuance costs	322			—			480			—
Total	$	5,874		$	—		$	8,752		$	—
Stated interest rate	6.15		%	—		%	6.15		%	—		%

(7) COMMITMENTS AND CONTINGENCIES

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

The Company’s investment portfolio contains debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of September 30, 2024 and December 31, 2023, the Company had $552,411 and $294,950 of unfunded commitments to fund delayed draw and revolving senior secured loans, respectively.

(8) NET ASSETS

Equity

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

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

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

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	As of
	September 30, 2024		December 31, 2023
Total distributable earnings (loss), beginning of period	$	8,459	$	(54,779)
Net investment income (loss) after taxes	169,501		198,061
Net realized gain (loss)	(16,482)		118
Net unrealized appreciation (depreciation)	10,916		32,835
Dividends declared	(142,594)		(169,291)
Tax reclassification of stockholders’ equity	—		1,515
Total distributable earnings (loss), end of period	$	29,800	$	8,459

Distributions

Prior to January 26, 2024, the Company had an “opt in” dividend reinvestment plan, or the DRIP. As a result, the Company’s stockholders who elected to “opt in” to the DRIP had their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. The Company adopted an “opt out” DRIP on January 26, 2024. As a result, the Company’s stockholders who have not “opted out” of the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. The shares of Common Stock distributed in the Company’s DRIP are either through (i) newly issued shares of Common Stock or (ii) acquired by the plan administrator through the purchase of outstanding shares of Common Stock on the open market. If, on the payment date for any distribution, the most recently computed net asset value per share as of the DRIP is equal to or less than the closing market price plus estimated per share fees, the plan administrator will invest the distribution amount in newly issued shares of Common Stock. Otherwise, the plan administrator will invest the dividend amount in shares acquired by purchasing shares of Common Stock on the open market. The following table summarizes the distributions declared on shares of the Company’s Common Stock and shares distributed pursuant to the DRIP to stockholders who had not opted out of the DRIP. For more information, see “Note 11. Subsequent Events.”

The following table summarizes the Company’s distributions declared as well as the DRIP shares issued for the nine months ended September 30, 2024, and September 30, 2023:

Date Declared	Record Date	Payment Date	Per Share Amount		Shares(1)
For the Nine Months Ended September 30, 2024
February 29, 2024	March 29, 2024	April 25, 2024	$	0.50	512,519
May 08, 2024	June 28, 2024	July 25, 2024	0.50		553,637	(2)
January 11, 2024	August 05, 2024	October 25, 2024	0.10		111,159	(2)(3)
August 06, 2024	September 30, 2024	October 25, 2024	0.50		546,673	(2)
			$	1.60	1,723,988
For the Nine Months Ended September 30, 2023
March 28, 2023	March 28, 2023	April 25, 2023	$	0.50	482,721
June 27, 2023	June 27, 2023	July 25, 2023	0.57		554,001	(4)
September 26, 2023	September 26, 2023	October 25, 2023	0.60		579,388	(5)
			$	1.67	1,616,110

(1) In connection with the distributions with payment dates on January 25, 2024 and January 25, 2023, 615,660 and 445,235 DRIP shares were issued, respectively.

(2) In accordance with the Company’s DRIP, shares were purchased in the open market.

(3) Represents a special distribution declared by the board on January 11, 2024.

(4) Includes a supplemental distribution of $0.07.

(5) Includes a supplemental distribution of $0.10.

On January 11, 2024, the Board declared a special distribution of $0.10 per share, which is payable on January 24, 2025 to shareholders of record as of November 4, 2024.

Share Repurchase Plan

On January 25, 2024, the Company entered into a share repurchase plan, or the Company 10b5-1 Plan, to acquire up to $100 million in the aggregate of the Company’s Common Stock at prices below the Company’s net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Company 10b5-1 Plan was approved by the Board of Directors on September 11, 2023. The Company 10b5-1 Plan requires Wells Fargo Securities, LLC, as the Company’s agent, to repurchase Common Stock on its behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced net asset value per share, including any distributions declared). Under the

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Company 10b5-1 Plan, the volume of purchases would be expected to increase as the price of the Company’s Common Stock declines, subject to volume restrictions. The timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of the Company’s Common Stock and trading volumes, and no assurance can be given that Common Stock will be repurchased in any particular amount or at all. The repurchase of shares pursuant to the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit repurchases under certain circumstances. The Company 10b5-1 Plan commenced beginning 60 calendar days following the end of the “restricted period” under Regulation M and will terminate upon the earliest to occur of (i) 12-months from the commencement date of the Company 10b5-1 Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.

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

The following table summarizes the shares repurchased under the Company 10b5-1 Plan during the three months ended September 30, 2024:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
July 1, 2024 - July 31, 2024	39,344	$	19.99	39,344	$	99.2
August 1, 2024 - August 31, 2024	217,796	20.10		217,796	94.8
September 1, 2024 - September 30, 2024	172,513	20.04		172,513	91.4
Total Repurchases	429,653			429,653

No shares were repurchased under the Company's 10b5-1 Plan during the nine months ended September 30, 2023.

(9) EARNINGS (LOSS) PER SHARE

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

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Numerator—net increase/(decrease) in net assets resulting from operations	$	53,206	$	73,408	$	163,935	$	173,627
Denominator—weighted average shares outstanding	89,264,686		71,874,113		88,633,994		71,361,910
Basic and diluted earnings (loss) per share	$	0.60	$	1.02	$	1.85	$	2.43

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(10) CONSOLIDATED FINANCIAL HIGHLIGHTS

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

	For the Nine Months Ended
	September 30, 2024			September 30, 2023
Per Share Data(1):
Net asset value, beginning of period	$	20.67		$	19.81
Net investment income (loss)	1.91			2.00
Net unrealized and realized gain (loss)(2)	(0.07)			0.43
Net increase (decrease) in net assets resulting from operations	1.84			2.43
Dividends declared	(1.60)			(1.67)
Issuance of common stock, net of underwriting and offering costs	(0.08)			—
Total increase (decrease) in net assets	0.16			0.76
Net asset value, end of period	$	20.83		$	20.57
Per share market value, end of period	19.78			N/A
Shares outstanding, end of period	89,008,972			72,018,635
Weighted average shares outstanding	88,633,994			71,361,910
Total return based on net asset value(3)	9.00		%	12.56		%
Total return based on market value(4)	3.51		%	N/A
Ratio/Supplemental Data (all amounts in thousands except ratios):
Net assets, end of period	$	1,853,722		$	1,481,472
Ratio of net expenses to average net assets(5)	9.77		%	10.75		%
Ratio of expenses before waivers to average net assets(5)	10.56		%	12.30		%
Ratio of net investment income to average net assets(5)	12.65		%	13.83		%
Asset coverage ratio(6)	200.03		%	185.87		%
Portfolio turnover rate	17.97		%	5.71		%

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

(2)The amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

(3)Total return (not annualized) is calculated assuming a purchase of Common Stock at the opening of the first day of the period and a sale on the closing of the last business day of the period. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company’s DRIP.

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

(5)Amounts are annualized except for incentive fees.

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

(11) SUBSEQUENT EVENTS

Subsequent events have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that require recognition or disclosure through the date the consolidated financial statements were issued, except as disclosed below.

On November 4, 2024, the Board declared a distribution of $0.50 per share, which is payable on January 24, 2025 to shareholders of record as of December 31, 2024.

Since September 30th, 2024, the Company repurchased 238,951 shares at an average price of $19.95, as part of the Company's 10b5-1 plan.

Amendment to Dividend Reinvestment Plan

The Company has adopted an amendment to its “opt out” DRIP, to be effective December 7, 2024, to clarify that the DRIP plan administrator will not issue fractional shares in the DRIP and instead will issue cash in lieu of such fractional shares in an amount equal to the difference between the cash distributions declared and payable to such DRIP plan participant and the value of the whole shares of the Company’s Common Stock issued to such participant pursuant to the DRIP.

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No action is required on the part of the Company’s registered stockholders to have their cash dividend or other distribution reinvested in shares of Common Stock in accordance with the terms of the DRIP, as amended as described above. A registered stockholder may elect to receive an entire distribution in cash by notifying the plan administrator and the Company’s transfer agent and registrar in writing so that such notice is received by the plan administrator no later than 10 days prior to the record date for distributions to stockholders. Those stockholders who hold shares of the Company’s Common Stock through a broker or other financial intermediary may receive dividends and other distributions in cash by notifying their broker or other financial intermediary of their election.

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

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

•our future operating results;

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

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

•uncertainty and changes in the general interest rate environment;

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

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

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

•our contractual arrangements and relationships with third parties;

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

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

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

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

•the adequacy of our financing sources and working capital;

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

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

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

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

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

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

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

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

The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.” Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved. This discussion contains forward-looking statements, which relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, or the Form 10-K, and Part II, Item 1A of and elsewhere in this Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission (the “SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private

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

OVERVIEW

We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, for U.S. federal income tax purposes, we have elected to be treated, and intend to comply with the requirements to qualify annually, as a RIC under Subchapter M of the Code. We are externally managed by our Adviser, an indirect, wholly owned subsidiary of Morgan Stanley. We are not a subsidiary of, or consolidated with, Morgan Stanley.

Our investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company. For the purposes of this Report, “middle-market companies” refers to companies that, in general, generate annual earnings before interest, tax, depreciation and amortization ("EBITDA") in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criterion.

We invest primarily in directly originated senior secured term loans including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, unsecured debt, equity investments and other opportunistic asset purchases. Typical middle-market senior loans may be issued by middle-market companies in the context of leveraged buyouts ("LBOs"), acquisitions, debt refinancings, recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark (such as the Secured Overnight Financing Rate, or SOFR).

We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and equity investments and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.

Pursuant to the exemptive relief granted by the SEC to us and our Adviser (as amended, the "Order"), we are able to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.

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

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

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

Revenue

We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we generate income from dividends or distributions of income on direct equity investments, capital gains on the sales of loans and equity securities and various loan origination and other fees. Our debt investments generally have a stated term of five to eight years and typically bear interest at a floating rate usually determined on the basis of a benchmark such as SOFR, or historically LIBOR. Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities.

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

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Expenses

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

•costs of any other offerings of our common stock, par value $0.001 ("Common Stock") and other securities;

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

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

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

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

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

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

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

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

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

•transfer agent and custodial fees;

•costs of derivatives and hedging;

•commissions and other compensation payable to brokers or dealers;

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

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

•federal and state registration fees;

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

•independent director fees and expenses;

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

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

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

•fees and expenses associated with marketing efforts;

•any fidelity bond required by applicable law;

•any necessary insurance premiums;

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

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

•cost of winding up; and

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

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

PORTFOLIO AND INVESTMENT ACTIVITY

The composition of our portfolio is presented below:

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	September 30, 2024						December 31, 2023(1)
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First Lien Debt	$	3,506,164	$	3,492,302	96.0	%	$	3,027,413	$	3,004,544	94.1	%
Second Lien Debt	93,422		84,074		2.3		146,014		132,415		4.1
Other Debt Investments	9,525		8,809		0.2		3,410		2,064		0.1
Equity	53,507		55,139		1.5		49,939		54,538		1.7
Total	$	3,662,618	$	3,640,324	100.0	%	$	3,226,776	$	3,193,561	100.0	%

(1) We reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statement of Assets and Liabilities as of December 31, 2023.

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

	As of
	September 30, 2024			December 31, 2023
Number of portfolio companies	200			172
Percentage of performing debt bearing a floating rate, at fair value	99.6		%	99.9		%
Percentage of performing debt bearing a fixed rate, at fair value	0.4		%	0.1		%
Weighted average yield on debt and income producing investments, at cost(3)	11.0		%	12.0		%
Weighted average yield on debt and income producing investments, at fair value(3)	11.0		%	12.1		%
Weighted average 12-month EBITDA	$	144.9		$	153.1
Median 12-month EBITDA	$	84.7		$	80.0
Weighted average net leverage through tranche(4)	5.8x			6.0x
Weighted average interest coverage(5)	1.5x			1.5x
Weighted average loan to value(6)	40.3		%	43.0		%
Percentage of debt investments with one or more financial covenants	65.8		%	74.6		%
Percentage of our debt investments that are sponsor backed	99.7		%	98.5		%
Percentage of loans and other debt in support of LBOs and acquisitions	69.7		%	76.3		%
Percentage of our debt portfolio subject to business cycle volatility	4.6		%	6.0		%
Percentage of our total portfolio on non-accrual, at cost	0.2		%	0.6		%
Average position size of our investments	$	18.2		$	18.6

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

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

3 Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, as applicable on debt securities divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.

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

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

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

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Investment Activity

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

	As of and For the Three Months Ended
	September 30, 2024		September 30, 2023
New investments committed
Gross principal balance(1)	$	455,365	$	199,419
Less: Syndications	—		(3,993)
Net new investments committed	$	455,365	$	195,426
Investments, at cost
Investments, beginning of period	$	3,542,035	$	3,041,700
New investments purchased	377,019		155,072
Net accretion of discount on investments	4,660		2,137
Payment-in-kind	2,760		1,478
Net realized gain (loss) on investments	(10,965)		5
Investments sold or repaid	(252,891)		(41,791)
Investments, end of period	$	3,662,618	$	3,158,601
Amount of investments funded, at principal
First lien debt investments	$	379,451	$	157,646
Second lien debt investments	—		—
Other debt investments	—		1,621
Equity(2)	1,222		—
Total	$	380,673	$	159,267
Amount of investments sold/fully repaid, at principal
First lien debt investments	$	220,537	$	18,137
Second lien debt investments	19,000		—
Equity(2)	1,481		—
Total	$	241,018	$	18,137
Number of new investment commitments in portfolio companies	19		7
Number of investment commitments exited or fully repaid	11		1

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

(2)Represents dollar amount of equity investments funded.

Investment Performance Rating

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

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

Risk Rating 2 — In the opinion of our Investment Adviser, investments in Risk Rating 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Risk Rating 2 investments are generally performing in line with our initial underwriting expectations and risk factors to ultimately recoup the cost of our principal investment are neutral to favorable. All new originated or acquired investments are initially included in Risk Rating 2.

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

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Risk Rating 4 — In the opinion of our Investment Adviser, investments in Risk Rating 4 involve a borrower performing substantially below expectations and indicate that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. For Risk Rating 4 investments, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis at the time of origination or acquisition upon exit.

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

	September 30, 2024					December 31, 2023
	Fair Value		% of Total			Fair Value		% of Total
Risk rating 1	$	—	—	%		$	5,950	0.2	%
Risk rating 2	3,577,427		98.3			3,126,464		97.9
Risk rating 3	62,897		1.7			49,257		1.5
Risk rating 4	—		0.0		(1)	11,890		0.4
	$	3,640,324	100.0	%		$	3,193,561	100.0	%

(1)Amount rounds to zero.

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Total investment income	$	109,752	$	94,451	$	313,041	$	266,984
Less: Net expenses	50,522		43,877		142,103		124,393
Net investment income (loss) before taxes	59,230		50,574		170,938		142,591
Less: Excise tax expense	501		—		1,437		—
Net investment income (loss) after taxes	58,729		50,574		169,501		142,591
Net change in unrealized appreciation (depreciation)	5,442		22,829		10,916		30,909
Net realized gain (loss)	(10,965)		5		(16,482)		127
Net increase (decrease) in net assets resulting from operations	$	53,206	$	73,408	$	163,935	$	173,627

Investment Income

Investment income was as follows:

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Investment income:
Interest income	$	105,129	$	90,977	$	298,832	$	259,267
Payment-in-kind	2,150		1,141		7,644		2,204
Dividend income	670		564		1,881		1,564
Other income	1,803		1,769		4,684		3,949
Total investment income	$	109,752	$	94,451	$	313,041	$	266,984

In the table above, total investment income increased from $94,451 and $266,984 for the three and nine months ended September 30, 2023 to $109,752 and $313,041 for the three and nine months ended September 30, 2024, respectively. The increase was primarily driven by our deployment of capital. The size of our investment portfolio at amortized cost increased from $3,158,601 as of September 30, 2023 to $3,662,618 as of September 30, 2024.

Expenses

Expenses were as follows:

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	For the Three Months Ended				For the Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Expenses:
Interest and other financing expenses	$	33,153	$	29,686	$	89,715	$	84,260
Management fees	9,100		7,754		25,969		22,503
Income based incentive fees	10,128		10,727		33,018		30,246
Professional fees	1,708		1,296		4,612		3,385
Directors’ fees	130		85		404		253
Administrative service fees	138		27		180		141
General and other expenses	120		118		279		483
Total expenses	54,477		49,693		154,177		141,271
Management fees waiver (Note 3)	(2,275)		(5,816)		(7,532)		(16,878)
Incentive fees waiver (Note 3)	(1,680)		—		(4,542)		—
Net expenses	$	50,522	$	43,877	$	142,103	$	124,393
Excise tax expense	$	501	$	—	$	1,437	$	—

Interest and Other Financing Expenses

In the table above, interest and other financing expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs, increased from $29,686 and $84,260 for the three and nine months ended September 30, 2023 to $33,153 and $89,715 for the three and nine months ended September 30, 2024, respectively. The increase was primarily driven by our increased borrowings. Our debt outstanding (at par) increased from $1,725,252 as of September 30, 2023 to $1,841,987 as of September 30, 2024.

Management Fees

Base management fees, net of waiver, were $6,825 and $1,938 for the three months ended September 30, 2024 and September 30, 2023, and $18,437 and $5,625 for the nine months ended September 30, 2024 and September 30, 2023, respectively. The increases were primarily due to an increase in average gross assets as well as the management fee waiver pre and post IPO. Refer to Note 3 “Related Party Transactions” for additional information about the management fee waiver.

Incentive Fee

The incentive fee consists of two components: (1) income based incentive fee and (2) capital gains incentive fee. The income based incentive fees, net of waiver, were $8,448 and $10,727 for the three months ended September 30, 2024 and September 30, 2023 and $28,476 and $30,246 for the nine months ended September 30, 2024 and September 30, 2023. Refer to Note 3 “Related Party Transactions” for additional information about the incentive fees waiver.

Professional Fees, Administrative Service Fee and Other Expenses

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

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

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss):
Non-controlled/non-affiliated investments	$	(10,965)	$	5	$	(16,482)	$	127
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments	5,442		22,829		10,916		30,909
Net realized and unrealized gains (losses)	$	(5,523)	$	22,834	$	(5,566)	$	31,036

For the three and nine months ended September 30, 2024 net realized losses on our investments was $(10,965) and $(16,482), which was primarily due to the restructuring of one and four portfolio companies, respectively.

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For the three and nine months ended September 30, 2024, net change in unrealized appreciation on our investments of $5,442 and $10,916, was primarily the result of the changes in spreads in the primary and secondary markets, partially offset by the reversal of unrealized depreciation in connection with the aforementioned restructuring. For the three and nine months ended September 30, 2023, net change in unrealized appreciation on our investments of $22,829 and $30,909, respectively, was primarily driven by changes in spreads in the primary and secondary markets.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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

As of September 30, 2024, we had approximately $88.4 million of unrestricted cash and cash equivalents, which taken together with our approximately $354.0 million and $748.7 million of availability under the BNP Funding Facility and the Truist Credit Facility (subject to borrowing base availability) (each as defined in Note 6. “Debt” in the notes to the accompanying consolidated financial statements), respectively, we expect to be sufficient for our investing activities and sufficient to conduct our operations in the near term. As of September 30, 2024, we believed we had adequate financial resources to satisfy unfunded portfolio company commitments of $552.4 million.

Equity

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

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

During the nine months ended September 30, 2023, we did not issue any capital calls to purchase Common Stock pursuant to such subscription agreements.

Distributions and Dividend Reinvestment

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

The following table summarize our distributions declared and payable for the nine months ended September 30, 2024 and September 30, 2023, respectively:

Date Declared	Record Date	Payment Date	Per Share Amount		Shares(1)
For the Nine Months Ended September 30, 2024
February 29, 2024	March 29, 2024	April 25, 2024	$	0.50	512,519
May 08, 2024	June 28, 2024	July 25, 2024	0.50		553,637	(2)
January 11, 2024	August 05, 2024	October 25, 2024	0.10		111,159	(2)(3)
August 06, 2024	September 30, 2024	October 25, 2024	0.50		546,673	(2)
			$	1.60	1,723,988
For the Nine Months Ended September 30, 2023
March 28, 2023	March 28, 2023	April 25, 2023	$	0.50	482,721
June 27, 2023	June 27, 2023	July 25, 2023	0.57		554,001	(4)
September 26, 2023	September 26, 2023	October 25, 2023	0.60		579,388	(5)
Total Distributions			$	1.67	1,616,110

(1) In connection with the distributions with payment dates of January 25, 2024 and January 25, 2023, 615,660 and 445,235 DRIP shares were issued, respectively.

(2) In accordance with the Company’s DRIP, shares were purchased in the open market.

(3) Represents a special distribution declared by the board on January 11, 2024.

(4) Includes a supplemental distribution of $0.07.

(5) Includes a supplemental distribution of $0.10.

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(5) Represents a special distribution declared by the board on January 11, 2024.

On January 11, 2024, the Board declared a special distribution of $0.10 per share, which is payable on January 24, 2025 to shareholders of record as of November 4, 2024.

Share Repurchase Plan

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

The following table summarizes the shares repurchased under our 10b5-1 Plan during the three months ended September 30, 2024:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
July 1, 2024 - July 31, 2024	39,344	$	19.99	39,344	$	99.2
August 1, 2024 - August 31, 2024	217,796	20.10		217,796	94.8
September 1, 2024 - September 30, 2024	172,513	20.04		172,513	91.4
Total Repurchases	429,653			429,653

No shares were repurchased under our 10b5-1 Plan during the six months ended June 30, 2024 and during the nine months ended September 30, 2023.

Debt

Our outstanding debt obligations were as follows:

	September 30, 2024						December 31, 2023
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion
BNP Funding Facility	$	600,000	$	246,000	$	354,000	$	600,000	$	282,000	$	318,000
Truist Credit Facility(1)	1,300,000		545,987		748,735		1,120,000		520,263		599,484
2027 Notes(2)	425,000		425,000		—		425,000		425,000		—
2025 Notes(2)	275,000		275,000		—		275,000		275,000		—
2029 Notes(2)	350,000		350,000		—		—		—		—
Total	$	2,950,000	$	1,841,987	$	1,102,735	$	2,420,000	$	1,502,263	$	917,484

(1)As of September 30, 2024 and December 31, 2023, a letter of credit of $5,278 and $253, respectively, was outstanding, which reduced the unused availability under the Truist Credit Facility by the same amount. Under the Truist Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2024 and December 31, 2023, the Company had borrowings denominated in Euros (EUR) of 238 and 238, respectively and Canadian dollars (CAD) of $300 and 0, respectively.

(2)As of September 30, 2024, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $2,657, $1,155 and $3,608 and unamortized original issuance discount of $506, $0 and $3,594, respectively. As of December 31, 2023, the carrying value of the Company’s 2027 Notes, 2025 Notes and 2029 Notes were presented net of unamortized debt issuance costs of $3,499, $2,065 $0, and unamortized original issuance discount of $667, $0 and $0, respectively.

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

RECENT DEVELOPMENTS

On November 4, 2024, the Board declared a distribution of $0.50 per share, which is payable on January 24, 2025 to shareholders of record as of December 31, 2024.

Since September 30th, 2024, we repurchased 238,951 shares at an average price of $19.95, as part of our 10b5-1 plan.

Amendment to Dividend Reinvestment Plan

We have adopted an amendment to its “opt out” DRIP, to be effective December 7, 2024, to clarify that the DRIP plan administrator will not issue fractional shares in the DRIP and instead will issue cash in lieu of such fractional shares in an amount equal to the

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difference between the cash distributions declared and payable to such DRIP plan participant and the value of the whole shares of our Common Stock issued to such participant pursuant to the DRIP.

No action is required on the part of our registered stockholders to have their cash dividend or other distribution reinvested in shares of Common Stock in accordance with the terms of the DRIP, as amended as described above. A registered stockholder may elect to receive an entire distribution in cash by notifying the plan administrator and our transfer agent and registrar in writing so that such notice is received by the plan administrator no later than 10 days prior to the record date for distributions to stockholders. Those stockholders who hold shares of our Common Stock through a broker or other financial intermediary may receive dividends and other distributions in cash by notifying their broker or other financial intermediary of their election.

CRITICAL ACCOUNTING ESTIMATES

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

We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Deferred Financing Costs and Debt Issuance Costs and Income Taxes. The valuation of investments is our most significant critical estimate. The most significant input is the discount rate used in yield analysis that is based on comparable market yields. Significant increases in the discount rates in isolation would result in a significantly lower fair value measurement. For a further discussion and disclosure of key inputs and considerations related to this estimate, refer to "Note 5—Fair Value Measurements" included in the notes to the consolidated financial statements.

RELATED PARTY TRANSACTIONS

We have entered into a number of business relationships with affiliated or related parties, including the following (which are defined

in the notes to the accompanying unaudited financial statements if not defined herein):

•the Investment Advisory Agreement; and

•the Administration Agreement

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Valuation Risk

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

Market Risk

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

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Risk Factors — General Risk Factors — Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics, such as the Coronavirus pandemic, may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition” of our Form 10-K.

Interest Rate Risk

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

As of September 30, 2024, approximately 99.6% of our debt investments were at floating rates. Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2024, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing structure as of September 30, 2024) (dollar amounts in thousands):

		Interest		Interest		Net
Basis Point Change - Interest Rates		Income		Expense(1)		Income
Up 300 basis points	$	108,960	$	(34,230)	$	74,730
Up 200 basis points	$	72,640	$	(22,820)	$	49,820
Up 100 basis points	$	36,320	$	(11,410)	$	24,910
Up 25 basis points	$	9,080	$	(2,853)	$	6,227
Down 25 basis points	$	(9,080)	$	2,853	$	(6,227)
Down 100 basis points	$	(36,320)	$	11,410	$	(24,910)
Down 200 basis points	$	(72,640)	$	22,820	$	(49,820)
Down 300 basis points	$	(108,960)	$	34,230	$	(74,730)

(1) Includes the impact of our interest rate swaps as a result of interest rate changes.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of September 30, 2024 (the end of the period covered by this Report), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer) have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred for the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.

Item 1. Legal Proceedings

The Company, the Adviser and the Administrator may become party to certain lawsuits in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Each of the Company, the Adviser and the Administrator is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company. See also “Note 1 to Consolidated Financial Statements in Part I, Item 1. Consolidated Financial Statements and Supplementary Data” of this Form 10-Q.

Item 1A. Risk Factors

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In addition to the other information set forth in this Report, you should carefully consider the risk factors set forth below and the risk factors previously disclosed under Item 1A of the Form 10-K, which could materially affect our business, financial condition and/or operating results. The risks disclosed below and disclosed in the Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and/or operating results.

We may be subject to risks associated with our investments in the commercial services and supplies industry.

We could invest in portfolio companies in the commercial services and supply industry and a downturn in the industry could significantly impact the aggregate returns we realize on such investments. For example, the operating results and financial condition of our portfolio companies in the commercial services and supplies industry could be adversely affected due to a number of factors, including but not limited to a decrease in demand for their services or supplies relating to seasonality or market forces and various other factors. In addition, there are risks involved with sales, marketing, managerial and related capabilities of our portfolio companies in the commercial services and supplies industry. For example, recruiting and training a workforce is expensive and time-consuming and could delay the provision of commercial services, result in diminished services, or delay the delivery of supplies. If our portfolio companies in the commercial services and supplies industry fail to devote resources and attention to sell and market their services or products effectively, they could fail to generate sufficient revenues and reach or sustain profitability and to repay interest or principal on our debt investments. Any of these factors could affect our portfolio company investments and, in turn, materially adversely affect our business, financial condition and results of operations.

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

Sales of Unregistered Securities

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

Issuer Purchases of Equity Securities

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

The following table summarizes the shares repurchased under the 10b5-1 Plan during the three months ended September 30, 2024:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program ($'s in millions)
July 1, 2024 - July 31, 2024	39,344	$	19.99	39,344	$	99.2
August 1, 2024 - August 31, 2024	217,796	20.10		217,796	94.8
September 1, 2024 - September 30, 2024	172,513	20.04		172,513	91.4
Total Repurchases	429,653			429,653

No shares were repurchased under our 10b5-1 Plan during the nine months ended September 30, 2023.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended September 30, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6. Exhibits

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

(b) Exhibits

Exhibit
10.1	Amendment No. 5 to Revolving Credit and Security Agreement, dated as of August 21, 2024, among DLF Financing SPV LLC, as borrower, the lenders from time to time parties thereto, BNP Paribas, as administrative agent and lender, Morgan Stanley Direct Lending Fund, as equity holder and servicer, and U.S. Bank National Association, as collateral agent(1).
10.2*	Amended and Restated Dividend Reinvestment Plan
31.1*	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*	Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
32.1**	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Filed herewith
**	Furnished herewith
(1)	Incorporated by reference to the Company’s Current Report on Form 8-K, filed by the Company on August 27, 2024 (File No. 814-01332).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Morgan Stanley Direct Lending Fund
Dated: November 7, 2024	By:	/s/ Jeffrey S. Levin
		Jeffrey S. Levin Director and Chief Executive Officer (Principal Executive Officer)
Dated: November 7, 2024	By:	/s/ David Pessah
		David Pessah Chief Financial Officer (Principal Financial Officer)

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