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As confidentially submitted to the Securities and Exchange Commission on December 16, 2022
This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Securities Act File No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 ☒

Pre-Effective Amendment No. ☐
Post-Effective Amendment No. ☐

MORGAN STANLEY DIRECT LENDING FUND

(Exact Name of Registrant as Specified in Charter)

1585 Broadway, 23rd Floor
New York, New York 10036

(Address of Principal Executive Offices)

(212) 761-4000

(Registrant’s Telephone Number, Including Area Code)

Jeffrey S. Levin
c/o MS Capital Partners Adviser Inc.
1585 Broadway, 23rd Floor
New York, NY 10036

(Name and Address of Agent for Service)

Copies to:

Thomas J. Friedmann
William J. Bielefeld
Matthew J. Carter
Jonathan H. Gaines
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, Massachusetts 02110-2605
(617) 728-7100

Paul D. Tropp
Brian D. McCabe
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036

☐ Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

☐ Check box if any securities being registered in this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

☐ Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

☐ Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

☐ Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of additional securities pursuant to Rule 413(b) under the Securities Act.

Is it proposed that this filing will become effective (check appropriate box):

☐ when declared effective pursuant to Section 8(c) of the Securities Act

If appropriate, check the following box:

☐ This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

☐ This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

☐ This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

☐ This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .

Check each box that appropriately characterizes the Registrant:

☐ Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

☒ Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

☐ Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

☐ A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

☐ Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

☒ Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

☒ 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 pursuant to Section 7(a)(2)(B) of Securities Act.

☐ New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

Approximate Date of Commencement of Proposed Public Offering:
From time to time after the effective date of this Registration Statement.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED [•], 2023

PRELIMINARY PROSPECTUS

MORGAN STANLEY DIRECT LENDING FUND

Common Stock

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 business development company, or a BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. We are externally managed by MS Capital Partners Adviser Inc., an indirect, wholly owned subsidiary of Morgan Stanley, or the Adviser. The private credit platform within Morgan Stanley managed approximately $15.1 billion in committed capital1 as of November 1, 2022. We are not a subsidiary of or consolidated with Morgan Stanley.

As of September 30, 2022, we had an investment portfolio of $2.7 billion measured by fair value, and a net asset value of $1.3 billion. As of September 30, 2022, first lien debt represented 93.5% and second lien debt represented 4.8% of our investment portfolio as measured by fair value.

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 regulated investment company, or a RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or together with the rules and regulations promulgated thereunder, the Code.

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 backed by financial sponsors. For the purposes of this prospectus, “middle-market companies” refers to companies that, in general, generate annual earnings before interest, taxes, depreciation and amortization, or EBITDA, in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criteria.

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, or 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 (historically, the London Inter-bank Offered Rate, or LIBOR, and currently, 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 debt and equity securities, 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. We intend to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us. We are advised by our investment adviser, MS Capital Partners Adviser Inc., an indirect, wholly owned subsidiary of Morgan Stanley.

This is an initial public offering of shares of our common stock, par value $0.001 per share, or Common Stock. All of the shares of Common Stock offered by this prospectus are being sold by us.

Shares of our Common Stock have no history of public trading. We currently expect that the initial public offering price per share of our Common Stock will be between $ and $ . We intend to apply to have our Common Stock approved for listing on the New York Stock Exchange under the symbol “[•]”.

We are an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act, or the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

This prospectus contains important information you should know before investing in our Common Stock. Please read it before you invest and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the U.S. Securities and Exchange Commission, or the SEC. This information will be available by written or oral request and free of charge by contacting us Morgan Stanley Direct Lending Fund, 1585 Broadway, 23rd Floor, New York, NY 10036, by calling us at (212) 761-4000 or by email at msdl@morganstanley.com. The SEC also maintains a website at http://www.sec.gov that contains this information.

Shares of closed-end investment companies that are listed on an exchange, including BDCs, frequently trade at a discount to their net asset value, or NAV, per share. If our shares trade at a discount to our NAV, it may increase the risk of loss for purchasers in this offering. Assuming an initial public offering price of $ per share (the mid-point of the estimated initial public offering price range), purchasers in this offering will experience immediate dilution of approximately $ per share. See “Dilution” for more information.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in our Common Stock involves a high degree of risk, including credit risk and the risk of the use of leverage, and is highly speculative. The middle market loans in which we invest are typically not rated by any rating agency, but we believe if they were rated, they would be below investment grade. These investments, which may be referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Before buying any shares of our Common Stock, you should read the discussion of the material risks of investing in our Common Stock, including the risk of leverage, in “Risk Factors” beginning on page 18 of this prospectus.

Per Share

Total

Public offering price

Sales load (underwriting discounts and commissions)(1)

Proceeds, before expenses, to us(2)

(1)

See “Underwriting” for a more complete description of underwriting compensation.

(2)

We estimate that we will incur offering expenses of approximately $ million in connection with this offering.

We have granted the underwriters an option to purchase up to an additional shares of our Common Stock from us, at the public offering price, less the sales load payable by us, within 30 days from the date of this prospectus. If the underwriters exercise their option to purchase additional shares in full, the total sales load payable by us will be $ million and total proceeds to us, before expenses, will be $ million.

The shares will be delivered on or about , 2023.

Joint Book-Running Managers

Morgan Stanley

J.P. Morgan

Wells Fargo Securities

Keefe, Bruyette & Woods

A Stifel Company

Raymond James

RBC Capital Markets

UBS Investment Bank

The date of this prospectus is , 2023.

Committed capital is calculated as aggregate capital commitments received and total committed leverage within each of the funds or accounts managed by the private credit platform within Morgan Stanley.

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	PROSPECTUS SUMMARY					1
	THE OFFERING					11
	FEES AND EXPENSES					16
	RISK FACTORS					18
	POTENTIAL CONFLICTS OF INTEREST					59
	FORWARD-LOOKING STATEMENTS					69
	USE OF PROCEEDS					71
	DISTRIBUTIONS					72
	CAPITALIZATION					73
	DILUTION					74
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					75
	BUSINESS					95
	REGULATION					108
	MANAGEMENT					114
	MANAGEMENT AGREEMENTS					126
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					132
	CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS					134
	PORTFOLIO COMPANIES					136
	DETERMINATION OF NET ASSET VALUE					173
	DESCRIPTION OF CAPITAL STOCK					175
	SHARES ELIGIBLE FOR FUTURE SALE					180
	DIVIDEND REINVESTMENT PLAN					181
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS					182
	CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR					193
	PORTFOLIO TRANSACTIONS AND BROKERAGE					194
	UNDERWRITING					195
	LEGAL MATTERS					202
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					203
	AVAILABLE INFORMATION					204

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information or to make any representations not contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume the information contained in this prospectus is accurate after the date on the front cover of this prospectus. Changes to the information contained in this prospectus may occur after that date, we undertake no obligation to update the information except as required by law.

The references in this prospectus to the SEC’s website are not intended to and do not include or incorporate by reference into this prospectus the information on that website. Similarly, references to our website are not intended to and do not include or incorporate by reference into this prospectus the information on that website.

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PROSPECTUS SUMMARY

This summary highlights some of the information contained elsewhere in this prospectus. It is not complete and may not contain all of the information that you may want to consider before investing in our Common Stock. You should read the more detailed information set forth under “Risk Factors” and in our consolidated financial statements and related notes and the other information included in this prospectus carefully.

Morgan Stanley Direct Lending Fund

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 business development company, or a BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. We are externally managed by the Adviser, an indirect wholly-owned subsidiary of Morgan Stanley. MS Private Credit managed approximately $15.1 billion in committed capital2 as of November 1, 2022. We are not a subsidiary of or consolidated with Morgan Stanley.

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 debt and equity securities, 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.

The middle-market loans in which we generally invest are typically not rated by any rating agency, but we believe that if they were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB–” by Fitch Ratings or lower than “BBB–” by Standard & Poor’s Ratings Services), which under the guidelines established by these rating agencies is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Debt instruments that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.”

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Investment Portfolio

As of September 30, 2022, we had an investment portfolio of $2.7 billion measured by fair value, with investments in 139 portfolio companies across 29 industries. Based on fair value as of September 30, 2022, approximately 100% of our debt portfolio was invested in debt bearing a floating interest rate, which floating rate debt investments primarily are subject to interest rate floors. Less than 0.1% of our debt portfolio at fair value had a fixed interest rate. As of September 30, 2022, our weighted average total yield of investments in debt securities at amortized cost was 9.6%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2022.

As of September 30, 2022, 77% of our investments, calculated as a percentage of gross commitments (funded and unfunded), were loans in support of LBOs and acquisitions of portfolio companies by private equity sponsors. In addition, our portfolio displayed the following characteristics, in each case as of the closing date of each of our investments3 unless otherwise noted:

Borrower Characteristics

•

Weighted average last 12-month EBITDA of approximately $120 million of our portfolio companies;

•

Weighted average of 6.1x net leverage through tranche of our portfolio companies4;

•

Weighted average of 45% loan to value of our portfolio companies5;

Portfolio Characteristics

•

Weighted average yield on debt investments, at cost, of 9.6%6;

•

Approximately 82% of debt investments with one or more financial covenants;

•

Approximately 6% of the portfolio is in loans that the Adviser believes may be subject to business cycle volatility as of September 30, 2022;

•

No realized losses as a result of loan defaults and/or credit deterioration since January 31, 2020 (commencement of investment operations) through September 30, 2022;

•

One investment of $1.8 million, or approximately 0.1% of total investments at cost on non-accrual as of September 30, 2022; and

•

The average position size of our investments was approximately $19.8 million, or 0.72% of total fair value, and our top ten portfolio companies represented 22.9% of total fair value as of September 30, 2022.

Our Adviser and Administrator

The Adviser

Calculated as a percentage of gross commitments (funded and unfunded). Weighted average EBITDA, net leverage 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.

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

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

Weighted average yield includes the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2022.

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similar investment strategy and investment objective to ours, each a MS BDC and, together with us, the MS BDCs, and managed committed capital7 of approximately $15.1 billion at fair value as of November 1, 2022. The MS Private Credit platform was launched in 2010 and includes dedicated strategies targeting different credit products, asset yields and issuer sizes, resulting in a platform that we believe is well positioned to provide scale and flexible financing solutions to borrowers, maximizes deal origination and enhances the ability to generate attractive risk adjusted returns for our stockholders. MS Private Credit’s primary areas of focus include:

•

Direct Lending. As of September 30, 2022, the Direct Lending strategy includes us and the other MS BDCs managed by our Adviser and certain separately managed accounts. Investments made primarily in directly originated first lien senior secured and second lien senior secured loans, mezzanine notes, unsecured debt, preferred stock, and common stock issued by U.S. middle-market companies owned by private equity firms, typically, although not always, with annual EBITDA of up to $200 million. As of November 1, 2022, Direct Lending managed approximately $12.5 billion in committed capital.

•

Opportunistic Credit. Investments made primarily in complex assets, unusual credit situations or companies experiencing difficulties in sourcing capital. Other potential investments included in this category may include purchasing public or private securities in the open market at deep discounts to their fundamental value. Investments are made primarily in first lien senior secured and second lien senior secured loans, mezzanine notes, unsecured debt, preferred stock and common stock issued by U.S. middle-market companies, typically, although not always, with annual EBITDA of $10 million to $100+ million. As of November 1, 2022, Opportunistic Credit managed approximately $2.6 billion in committed capital.

Our Adviser is served by experienced investment professionals, or the Investment Team, within the MS Private Credit platform. The Investment Team is responsible for origination, due diligence, underwriting, structuring and monitoring each investment throughout its life cycle. The MS Private Credit platform is supported by numerous professionals in legal, compliance, risk management, finance, accounting and tax who help support the platform by providing guidance on our operations.

Morgan Stanley, the parent of our Adviser, is a global financial services firm whose predecessor companies date back to 1924 and, through its subsidiaries and affiliates, advises, originates, trades, manages and distributes capital for governments, institutions and individuals. Morgan Stanley maintains a significant market position in each of its business divisions — Institutional Securities, or ISG, Wealth Management, or WM, and Investment Management, or IM. We are not a subsidiary of or consolidated with Morgan Stanley and Morgan Stanley does not guarantee any of our financial obligations.

IM is a global investment manager, delivering innovative investment solutions across public and private markets. As of September 30, 2022, IM managed approximately $1.3 trillion in assets under management across its business lines, which include equity, fixed income, liquidity, real assets and private investment funds.

Our Adviser’s investment committee servicing the Company, or the Investment Committee, is comprised of ten senior investment professionals of IM and is chaired by Jeffrey S. Levin, our Chief Executive Officer and President and a member of our Board of Directors. The Investment Committee members have an average of over 22 years of relevant industry experience and have experience investing across multiple credit cycles and different investing environments, including the global financial crisis of 2008. All investment decisions are reviewed and approved by the Investment Committee, which has principal responsibility for approving new investments and overseeing the management of existing investments.

For more information, see “Management and Other Agreements — Investment Advisory Agreement.”

The Administrator

Our Administrator, an indirect, wholly owned subsidiary of Morgan Stanley, provides the administrative services necessary for us to operate pursuant to the administration agreement, or the Administration Agreement. The Administration Agreement was most recently renewed by our Board of Directors in August 2022.

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We do not currently have any employees. Our day-to-day investment operations are managed by our Adviser, and our Administrator provides services necessary to conduct our business. We pay no compensation directly to any interested director or executive officer of the Company. We pay our Administrator our allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer. Our Administrator will be reimbursed for certain expenses it incurs on our behalf. Our Administrator reserves the right to waive all or part of any reimbursements due from the Company at its sole discretion. See “Management Agreements — Administration Agreement” below for a discussion of the expenses that we reimburse to the Administrator (subject to the review and approval of our independent directors).

Investment Strategy

Our primary investment strategy is to make privately negotiated senior secured credit investments in U.S. middle-market companies that have leading market positions, enjoy high barriers to entry, such as high startup costs or other obstacles that prevent new competitors from easily entering the portfolio company’s industry or area of business, generate strong and stable free cash flow and are led by a proven management team with strong financial sponsor backing. Our investment approach is focused on long-term credit performance, risk mitigation and preservation of capital. Our Adviser employs a highly rigorous, fundamentals-driven and disciplined investment process developed and refined by the investment professionals of the MS Private Credit platform. The Investment Team works on a particular transaction from origination to close and continues to monitor each investment throughout its life cycle.

We invest primarily in companies backed by leading private equity sponsors with strong track records. We believe lending to sponsor-backed companies (versus non-sponsor-backed companies) has many distinct potential advantages including:

•

Strong, predictable deal flow given significant private equity committed capital;

•

Well-capitalized borrowers, including potential access to additional capital from sponsors, if needed;

•

Access to detailed financial, operational, industry data, and third-party legal and accounting due diligence reports conducted by the sponsor as part of their due diligence;

•

Proper oversight and governance provided by experienced management teams and a board of directors, as well as other industry and/or operating expertise from the sponsors;

•

Natural alignment of interests between lender and sponsor given focus on exit strategy; and

•

Supplemental diligence beyond the credit analysis of the borrower, given the ability to analyze track records of each private equity firm.

We have created what we believe is a defensive portfolio of investments focusing on generally avoiding issuer or industry concentration in order to mitigate risk and achieve our investment objective.

We focus primarily on U.S. middle-market companies. However, to the extent that we invest in foreign companies, we intend to do so in accordance with the limitations under the 1940 Act and only in jurisdictions with established legal frameworks and a history of respecting creditor rights, including the United Kingdom and countries that are members of the European Union, as well as Canada, Australia and Japan. Our investment strategy is predicated on seeking to lend to companies with proven management teams in what we believe to be non-cyclical industry sectors. As of September 30, 2022, the Company’s exposure to businesses that the Adviser believes may be subject to business cycle volatility, was approximately 6% of gross investment commitments. Additionally, we typically avoid direct exposure to investments in certain sectors such as retail, restaurants, energy, alcohol, tobacco, pork manufacturing, gaming and gambling, and pornography.

Market Opportunity

We believe the middle-market direct lending market environment continues to be attractive, despite the recent market volatility resulting from elevated inflation and broader macroeconomic uncertainty.

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Demand for Direct Lending Solutions

We believe that demand has increased for financing from direct lenders relative to other sources because of the attractiveness of the product as well as structural and market factors.

•

We believe that when sponsors experience the flexibility of private credit transactions and the speed and certainty of execution, they will continue to seek financing from non-bank lenders. We believe this presents a compelling opportunity for us to invest in quality companies on attractive terms and conditions.

•

Bank participation in middle-market secured loans has continued to decrease, which we believe is primarily a result of changes in banking regulation and deal structure, and the continued supply-demand imbalance that favors non-bank lenders such as ourselves.

•

Certain private equity sponsors who historically sought to finance their transactions in the public markets have turned to private credit providers, including us, to finance their transactions. According to Preqin, private credit’s share of the sub-investment grade credit market, relative to the high yield and syndicated loan markets, has increased from 3% to 15% from 2010 to 2021.

Large and Growing U.S. Middle-Market

We believe U.S. middle-market companies represent a large and growing opportunity set and will likely require additional amounts of private debt financing for various purposes.

•

Recent data from Refinitiv LPC, a premier global provider of information on the syndicated loan and high yield bond markets, indicates that there are approximately $613 billion of middle-market loans with maturities between the third quarter of 2022 and the second quarter of 2029 that will likely require a refinancing event.

•

In addition, data from Preqin, shows that as of September 30, 2022, there was approximately $947 billion of raised, but not yet invested, capital by global private equity managers, representing a sizeable pool of support for both new and existing investments.

We expect that these two important dynamics will provide for significant financing opportunities for lenders like us who have longstanding and deep relationships with middle-market private equity firms.

Attractive Attributes of Middle Market Direct Lending

We believe that focusing on lending to private equity owned middle-market businesses provides for attractive risk adjusted return opportunities.

•

Middle-market companies, we believe, typically have less leverage, larger equity contributions, lower rates of default, and achieve higher recoveries as compared to broadly syndicated loans. We believe middle-market loans also tend to garner more attractive pricing, conservative structures, tighter legal documentation, meaningful financial covenants, and provide for greater access to management than broadly syndicated loans. Furthermore, we believe middle-market loans often avoid riskier large deal debt characteristics such as covenant-lite structures. Maintaining financial covenants allows us to diagnose and respond to borrower underperformance typically before value materially erodes. We believe it is this more conservative loan structuring that also contributes to the better overall performance of middle-market loans.

•

We believe that the Company is well positioned in the current rising rate environment. Approximately 100% of the Company’s debt investments are floating rate and the Company should benefit from higher yields as interest rates rise. As of September 30, 2022, 3-month SOFR, a popular benchmark for the loans in the Company, has increased by 3.5% since the start of 2022.

Competitive Advantages

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middle-market companies that may provide significant investment opportunities. MS Private Credit is the primary private credit investment management platform of the Firm. The Adviser capitalizes on the significant number of lending opportunities with middle-market companies through relationships established by the Firm and otherwise. We believe the large volume of potential lending opportunities and scale of the Morgan Stanley origination and due diligence platform allows us to increase investment selectivity and potentially enhance risk-adjusted returns.

Ability to Leverage Morgan Stanley’s Relationships and Network

Morgan Stanley has a substantial network of business relationships with individuals, companies, institutions and governments in the United States and around the world, which we believe is a potential source of investment opportunities for us and differentiates us relative to other BDCs. Additionally, we believe that this network may potentially assist our portfolio companies through our efforts to make introductions and referrals to the investment banking and capital markets services of the Firm.

In all cases, subject to applicable laws, rules and regulations, information barriers, confidentiality provisions and policies and procedures, our Adviser utilizes Morgan Stanley’s global resources throughout the life cycle of each investment. The investment professionals of the Adviser consult with teams across IM, ISG (and its business units, Investment Banking, Sales and Trading, Commodities and Equity and Fixed Income Research) and WM to assess potential investments and determine the investment opportunities to which we should devote substantial time and resources. Upon the consummation of a transaction, our Adviser monitors each portfolio company investment. We believe that we benefit, where appropriate, from the expertise, infrastructure, track record, relationships and institutional knowledge of Morgan Stanley.

Access to certain parts of Morgan Stanley may be limited in certain instances by a number of factors, including third-party confidentiality obligations and information barriers established by Morgan Stanley in order to manage compliance with applicable law and potential conflicts of interest and regulatory restrictions, including without limitation joint transaction restrictions pursuant to the 1940 Act and internal policies and procedures. The investment sources described above are not necessarily indicative of all sources that the Adviser may utilize in sourcing investments for us. There can be no assurance that the Adviser will be able to source investments from any one or more parts of the Morgan Stanley network, implement our strategy, achieve our investment objectives, find investments that fit its investment criteria or avoid substantial losses. For additional information, see “Potential Conflicts of Interest,” including in particular “— Material Nonpublic Information.”

Highly Differentiated Deal Sourcing Advantages

We believe the relationships that the Adviser’s Investment Team maintain with sponsors, commercial and investment banks, industry executives and financial intermediaries provides a strong pipeline of proprietary investment opportunities. However, unlike many other competing alternative lending strategies, our Adviser operates within a global financial institution with multiple groups within the Firm. We expect the broader Morgan Stanley platform to be a source of potential lending opportunities. We believe this position within the Firm is a key factor that differentiates us and constitutes a meaningful competitive advantage relative to other private credit funds and BDCs.

Distinctive Approach to Credit Investing and Due Diligence

We believe that our Adviser utilizes an investment approach that is differentiated in the industry. Our Adviser employs a highly rigorous, fundamentals-driven and disciplined investment process which has been developed utilizing Morgan Stanley’s extensive investing experience. The Adviser generally seeks to invest in companies that have leading, defensible market positions, generate strong and stable free cash flow, and have high barriers to entry, highly capable management teams and strong financial sponsor ownership. We believe that our Adviser’s investment approach coupled with our portfolio construction strategy, flexible capital, and focus on financial covenant protection, differentiates us from our competitors.

Experienced and Accomplished Investment Team & Investment Committee

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Officer and President, has principal management responsibility for the Company and serves as Chair of the Investment Committee. Mr. Levin has more than 20 years of experience in direct lending, mezzanine lending, credit investing and leveraged finance, and he also currently serves as the Chief Executive Officer and President and a member of the board of directors of each of the MS BDCs. Prior to that, through his tenure at The Carlyle Group as a Partner and President of TCG BDC Inc. and TCG BDC II, Inc., he also has direct experience in successfully capitalizing and managing BDCs. Before working at The Carlyle Group, Mr. Levin was a senior member of the MS Private Credit platform. In addition, the Investment Team of the MS Private Credit platform has strong financial sponsor and intermediary relationships and a highly developed network within Morgan Stanley. Collectively, the investment professionals of the Adviser have substantial leveraged lending experience, and we believe the Investment Team is well positioned to generate attractive risk-adjusted returns.

The Investment Committee members servicing the Company have an average of over 22 years of relevant industry experience. The Investment Committee is comprised of senior members of IM and provides guidance to the Investment Team throughout the investment process.

Morgan Stanley Equity Investment

MS Credit Partners Holdings, Inc., a wholly owned subsidiary of Morgan Stanley and an affiliate of the Adviser, or MS Credit Partners Holdings, has as of [ ], 2022 invested $[ ] million in the Company pursuant to a subscription agreement initially entered into in December 2019. As of September 30, 2022 and December 31, 2021, MS Credit Partners Holdings held approximately 12.0% and 12.5% of our outstanding shares of common stock, respectively. The obligation to fund capital commitments under MS Credit Partner Holdings’ subscription agreement terminates as of the closing of this offering, and Morgan Stanley has no other obligation, contractual or otherwise, to financially support us. Morgan Stanley has no history of financially supporting any of the BDCs on the MS Private Credit platform, even during periods of financial distress.

Allocation of Investment Opportunities and Potential Conflicts of Interest; Co-Investment Opportunities

As a diversified global financial services firm, Morgan Stanley engages in a broad spectrum of activities. In the ordinary course of its business, Morgan Stanley is a full-service investment banking and financial services firm and therefore engages in activities where Morgan Stanley’s interests or the interests of its clients may conflict with the interests of our stockholders. Morgan Stanley has advised and may advise clients with a wide variety of investment objectives that in some instances may overlap or conflict with our investment objectives and present conflicts of interest. Certain members of the Investment Team and the Investment Committee will make investment decisions on behalf of Affiliated Investment Accounts, including Affiliated Investment Accounts with investment objectives that overlap with ours. The term “Affiliated Investment Accounts” includes certain alternative investment funds, regulated funds and investment programs, accounts and businesses that are advised by or affiliated with the Adviser or its affiliates or through which IM otherwise conducts its business, together with any new or successor to such funds, programs, accounts or businesses. For instance, the Adviser serves as the investment adviser to the other MS BDCs, whose investment objectives overlap with our investment objectives. 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 and the subscription agreement entered into by MS Credit Partners Holdings terminates as of the closing of this offering. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — MS Credit Partners Holdings Investment.” Morgan Stanley has no history of financially supporting any of the BDCs on the MS Private Credit platform, even during periods of financial distress. For additional information, see “Potential Conflicts of Interest.”

Operating and Regulatory Structure

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equity markets. BDCs are also eligible to elect to be treated as a RIC under Subchapter M of the Code. A RIC typically does not incur significant entity-level income taxes, because it is generally entitled to deduct distributions made to its stockholders. We have elected to be treated, and intend to qualify annually, as a RIC.

Use of Leverage

From time to time, we may borrow funds, including under our revolving credit facilities, or issue debt securities or preferred securities to make additional investments or for other purposes. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of borrowed funds or the proceeds of preferred stock offerings to make investments has specific benefits and risks, and all of the costs of borrowing funds or issuing preferred stock are borne by our stockholders.

As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to shares of our Common Stock if our asset coverage, as defined in the 1940 Act, is at least equal to the percentage set forth in Section 61 of the 1940 Act that is applicable to us at such time. As a result of stockholder approval, effective December 17, 2019, the asset coverage ratio under the 1940 Act applicable to us decreased to 150% from 200%, so long as we meet certain disclosure requirements, which means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities as compared to $100 from borrowing and issuing senior securities for every $100 of net assets under 200% asset coverage. In addition, while any senior securities remain outstanding, we will be required to make provisions to prohibit any dividend distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We are also permitted to borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage, which borrowings would not be considered senior securities, provided that any such borrowings in excess of 5% of the value of our total assets would be subject to the asset coverage ratio requirements of the 1940 Act, even if for temporary or emergency purposes. Regulations governing our operations as a BDC will affect our ability to raise, and the method of raising, additional capital, which may expose us to risks.

As of September 30, 2022, we had approximately $1,525 million of debt outstanding. We currently have in place a credit agreement with CIBC Bank USA as administrative agent and arranger and the various financial institutions party thereto, or, as amended, the CIBC Subscription Facility, the revolving credit and security agreement entered into by and among DLF Financing SPV, LLC, our wholly owned subsidiary and a Delaware limited liability company, or DLF LLC, BNP Paribas, 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, or, as amended, the BNP Funding Facility, and the senior secured revolving credit agreement we entered into with Truist Bank, as administrative agent, and Truist Securities, Inc., as joint lead arranger and sole book runner, or, as amended, the Truist Credit Facility and, together with the CIBC Subscription Facility and BNP Funding Facility and any additional senior secured revolving credit facilities we or a direct subsidiary of ours enters into in the future, the Credit Facilities and each, a Credit Facility. In addition, we have issued $425.0 million in aggregate principal amount of 4.50% notes due 2027, or the 2027 Notes, and $275.0 million in aggregate principal amount of 7.55% Series A Senior Notes due September 13, 2025, or the 2025 Notes and, together with the 2027 Notes, the Notes. As of September 30, 2022, our asset coverage ratio was 185.74%. We target a debt-to-equity leverage range of between 1.0x to 1.25x, which is equivalent to an asset coverage ratio of approximately 200% to 180%. The amount of leverage that we employ will be subject to the restrictions of the 1940 Act and the supervision of our Board of Directors. At the time of any proposed borrowing, the amount of leverage we employ will also depend on our Adviser’s assessment of market and other factors.

Summary Risk Factors

The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You should carefully consider these risk factors, together with the risk factors set forth in “Risk Factors” and information included elsewhere in this prospectus for a description of these and other risks and uncertainties.

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Risks Relating to Our Business and Structure

•

Operating as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility.

•

We are subject to risks associated with the current interest rate environment and to the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income.

•

We depend upon our Adviser and Administrator for our success and upon their access to the investment professionals and partners of Morgan Stanley and its affiliates.

•

Our business model depends to a significant extent upon strong referral relationships with sponsors.

•

We may not replicate the historical results achieved by other entities advised or sponsored by members of the Investment Committee or by the Adviser or its affiliates.

•

The Adviser may frequently be required to make investment analyses and decisions on an expedited basis.

•

There are significant potential conflicts of interest that could affect our investment returns.

•

Our management fee and incentive fee structure may create incentives for the Adviser that are not fully aligned with the interests of our stockholders and may induce the Adviser to make speculative investments.

•

Our ability to enter into transactions with our affiliates is restricted.

•

We operate in a highly competitive market for investment opportunities.

•

We will be subject to corporate-level income tax if we are unable to qualify as a RIC.

•

We will need to raise additional capital to grow because we must distribute most of our income.

•

Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital. As a BDC, the necessity of raising additional capital exposes us to risks, including the typical risks associated with leverage.

•

Certain investors are limited in their ability to make significant investments in us.

•

We intend to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.

•

We are subject to risks associated with our Credit Facilities.

•

Failure to qualify as a BDC would decrease our operating flexibility.

•

The majority of our portfolio investments are recorded at fair value as determined in good faith by our Valuation Designee (as defined below), under the supervision of our Board of Directors and, as a result, there may be uncertainty as to the value of our portfolio investments.

•

Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, and we may temporarily deviate from our regular investment strategy.

•

The Adviser and Administrator can each resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time.

•

The liability of each of the Adviser and the Administrator is limited.

Risks Relating to Our Investments

•

Limitations of investment due diligence expose us to investment risk.

•

Our debt investments may be risky and we could lose all or part of our investments.

•

Defaults by our portfolio companies will harm our operating results.

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•

We may invest in distressed or highly leveraged companies, which could cause you to lose all or part of your investment.

•

Our investments in private, middle-market portfolio companies are risky, and you could lose all or part of your investment.

•

Subordinated liens on collateral securing debt investments that we will make to our portfolio companies may be subject to control by senior creditors with first priority liens.

•

Covenant-lite loans may expose us to different risks, including with respect to liquidity, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.

•

The lack of liquidity in our investments may adversely affect our business.

•

Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.

•

Because we generally do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio companies.

•

We can offer no assurance that portfolio company management will be able to operate their companies in accordance with our expectations.

•

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and such portfolio companies may not generate sufficient cash flow to service their debt obligations to us.

Risks Relating to this Offering and an Investment in Our Common Stock

•

Prior to this offering, there has been no public market for shares of our Common Stock.

•

The market price of our Common Stock may be volatile and may fluctuate significantly.

•

There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of capital.

•

Investing in our Common Stock may involve an above average degree of risk.

•

Our stockholders may experience dilution in their ownership percentage.

General Risk Factors

•

We are operating in a period of capital markets volatility and economic uncertainty.

•

New or modified laws or regulations governing our or Morgan Stanley’s operations may adversely affect our business.

•

We are highly dependent on information systems, and systems failures could significantly disrupt our business.

•

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.

•

Economic recessions or downturns could impair our portfolio companies and defaults by our portfolio companies will harm our operating results.

Company Information

Our principal executive offices are located at 1585 Broadway, 23rd Floor, New York, New York 10036, and our telephone number is (212) 761-4000. We maintain a website at [•]. Information on our website is not incorporated into or a part of this prospectus.

Recent Developments

[•]

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The Offering

Common Stock offered by us

shares, excluding shares of Common Stock issuable pursuant to the option granted to the underwriters.

Common Stock to be outstanding after this
offering

shares, excluding shares of Common Stock issuable pursuant to the option granted to the underwriters.

Use of proceeds

We estimate that net proceeds from this offering will be approximately $ (or approximately $ if the underwriters exercise in full their option to purchase additional shares) based on an offering price of $ per share (the mid-point of the estimated initial public offering price range as set forth on the cover of this prospectus).

We intend to use net proceeds from this offering to repay a portion of the amounts outstanding under our credit facilities. We will use any remaining proceeds to make investments in accordance with our investment objectives and strategies and for general corporate purposes. See “Use of Proceeds.”

Regulatory and tax status

We have elected to be regulated as a BDC under the 1940 Act. We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, we must distribute to our stockholders, for each taxable year, dividends of an amount at least equal to 90% of our investment company taxable income, or ICTI, as defined by the Code. See “Distributions” and “Material U.S. Federal Income Tax Considerations.”

Distributions

To the extent that we have income available, we intend to make periodic distributions to our stockholders. The amount of our dividends, if any, will be determined by the Board of Directors. To maintain our RIC tax status, we intend to distribute at least 90% of our ICTI (as defined by the Code, which generally includes net ordinary income and net short-term taxable gains) to our stockholders in respect of each taxable year and to distribute net capital gains (that is, net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions as well as satisfy other applicable requirements under the Code. See “Overview of the Company — Distributions.”

Dividend reinvestment plan

We have adopted an “opt in” Dividend Reinvestment Plan, or DRIP, which became effective prior to the filing of our election to be regulated as a BDC. As a result of adopting the plan, if our Board of Directors authorizes, and we declare, a cash dividend or distribution, our stockholders may elect to “opt in” to our DRIP and have their cash dividends or distributions automatically reinvested in additional shares of our Common Stock, rather than

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receiving cash. Stockholders who do not make such an election will receive their distributions in cash. See “Dividend Reinvestment Plan.”

Listing

We intend to apply to have our Common Stock approved for listing on the New York Stock Exchange under the symbol “[•]”.

Fees and expenses

We have entered into an investment advisory agreement, dated November 25, 2019, or the Investment Advisory Agreement, with our Adviser. Pursuant to the Investment Advisory Agreement with our Adviser, we pay our Adviser a fee for investment advisory and management services consisting of two components-a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 1.0% of our 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.

The incentive fee has two parts. The first part is determined and paid quarterly based on our pre-incentive fee net investment income and the second part is determined and payable in arrears based on net capital gains as of the end of each calendar year or upon termination of the Investment Advisory Agreement.

We pay our Adviser an incentive fee on our pre-incentive fee net investment income which, for any quarter in which our pre-incentive fee net investment income exceeds a hurdle rate of 1.50%, will be 100% of pre-incentive fee net investment income until our Adviser has received a “catch-up” equal to 17.5% of the pre-incentive fee net investment income, plus 17.5% of pre-incentive fee net investment income above the catch-up.

We pay our Adviser an incentive fee on capital gains in an amount equal to 17.5% of our realized capital gains, if any, on a cumulative basis from the date of our 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.

See “Fees and Expenses” and “Management Agreements — Investment Advisory Agreement and Administration Agreement.”

Leverage

From time to time, we may borrow funds, including under our Credit Facilities, or issue debt securities or preferred securities to make additional investments or for other purposes. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of borrowed funds or the proceeds of preferred stock offerings to make investments would have its own specific set of benefits and risks, and all of the costs of borrowing funds or issuing preferred stock would be borne by holders of our Common Stock. As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to shares of our Common Stock if our asset coverage, as defined in the 1940 Act, is at least 150% after such issuance or issuances. As defined in the 1940 Act, asset coverage of 150% means that for every $100 of net assets we hold, we may raise $200 from

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borrowing and issuing senior securities. In addition, while any senior securities remain outstanding, we will be required to make provisions to prohibit any dividend distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. See “Regulation — Senior Securities.” The amount of leverage that we employ will depend on our Adviser’s assessment of market conditions and other factors at the time of any proposed borrowing.

As of September 30, 2022, our asset coverage was 185.74%. We target a debt-to-equity leverage range of between 1.0x to 1.25x, which is equivalent to an asset coverage ratio of approximately 200% to 180%.

Trading at a discount

Shares of closed-end investment companies that are listed on an exchange, including BDCs, frequently trade at a discount to their net asset value, or NAV. We are not generally able to issue and sell our Common Stock at a price below our NAV per share unless, among other things, we receive the requisite stockholder approval for such a sale. The risk that our shares may trade at a discount to our NAV is separate and distinct from the risk that our NAV per share may decline. We cannot predict whether our shares will trade above, at or below NAV. See “Risk Factors.”

Adviser

We are externally managed by our Adviser, an indirect, wholly owned subsidiary of Morgan Stanley, pursuant to the Investment Advisory Agreement. Our Adviser is registered as an investment adviser with the SEC. See “Management Agreements — Our Investment Advisor” and “Management Agreements — Investment Advisory Agreement and Administration Agreement.”

Custodian, transfer agent and dividend disbursing agent

State Street Bank and Trust Company, or State Street, serves as our custodian, transfer agent, distribution paying agent and registrar. See “Custodian and Transfer and Dividend Disbursing Agent.”

Risk factors

See “Risk Factors” and the other information in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Common Stock.

Available information

We have filed with the SEC a registration statement on Form N-2 under the Securities Act of 1933, as amended, or the Securities Act, of which this prospectus is a part, which contains additional information about us and the shares of our Common Stock being offered by this prospectus. We file annual, quarterly and current reports, proxy statements and other information meeting the information requirements of the Exchange Act with the SEC. This information is available free of charge on our website located at [•] or by calling us at (212) 761-4000 or by email at [•]. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available free of charge on the SEC’s Internet website at http://www.sec.gov. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by sending a request by email to: publicinfo@sec.gov. Information on our website and the SEC’s website is not incorporated into or part of this prospectus.

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FINANCIAL HIGHLIGHTS

The following table of financial highlights is intended to help a prospective investor understand the Company’s financial performance for the periods shown. The financial data set forth in the following table as of and for the years ended December 31, 2021 and 2020 are derived from our consolidated financial statements, which have been audited by Deloitte & Touche LLP, an independent registered public accounting firm whose reports thereon are included in this prospectus. The financial data set forth in the following table as of and for the nine months ended September 30, 2022 and 2021 have been derived from unaudited financial data, but in the opinion of our management, reflects all adjustments (consisting only of normal recurring adjustments) that are necessary to present fairly the results for such interim periods. Interim results at and for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. You should read these financial highlights in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this prospectus.

	As of and for the Nine Months Ended						As of and for the Year Ended
	Ended September 30, 2022			Ended September 30, 2021			December 31, 2021			December 31, 2020
Per share data:(1)
Net asset value, beginning of period		$	20.91		$	20.08		$	20.08		$	20.00
Net investment income (loss)		$	1.49		$	1.74		$	2.34		$	1.41
Net unrealized and realized gain (loss)(2)		$	(0.98)		$	0.53			0.52			(0.28)
Net increase in net assets resulting from operations		$	0.51		$	2.27		$	2.86		$	1.13
Distributions declared		$	(1.42)		$	(1.50)		$	(2.07)		$	(1.30)
Issuance of common stock		$	0.00		$	0.04		$	0.04		$	0.25
Total increase (decrease) in net assets		$	(0.91)		$	0.81		$	0.83		$	0.08
Net asset value, end of period		$	20.00		$	20.89		$	20.91		$	20.08
Shares outstanding, end of period			65,352,831			35,857,539			56,838,027			15,024,425
Total return based on net asset value(3)			2.43%			11.69%			14.83%			7.07%
Ratio/Supplemental Data (all amounts in thousands except ratios)
Net assets, end of period		$	1,307,150		$	749,153		$	1,188,587		$	301,620
Weighted average shares outstanding			60,169,337			25,736,110			31,159,302			7,559,426(5)
Ratio of net expenses to average net assets(4)			6.70%			6.55%			6.77%			7.02%
Ratio of expenses before waivers to average net assets(4)			8.26%			8.07%			8.26%			8.20%
Ratio of net investment income to average net assets(4)			9.95%			11.42%			10.55%			6.62%
Asset coverage ratio			185.74%			171.56%			195.10%			190.35%
Portfolio turnover rate			13.10%			19.20%			27.18%			31.11%

(1)

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

(2)

For the nine months ended September 30, 2022 and September 30, 2021 and the years ended December 31, 2021 and December 31, 2020, the amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

(3)

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

(4)

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

(5)

For the year ended December 31, 2020, weighted average shares outstanding was calculated for the period from February 5, 2020, the date of first external issuance of shares through December 31, 2020.

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FEES AND EXPENSES

The following table is intended to assist you in understanding the fees and expenses that an investor in this offering will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. The expenses shown in the table under “annual expenses” are based on estimated amounts for our current fiscal year and assume that we issue shares of Common Stock in the offering, based on an offering price equal to $ (the mid-point of the estimated initial public offering price range). The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “us” or that “we” will pay fees or expenses, our stockholders will indirectly bear such fees or expenses as our investors.

	Stockholder transaction expenses (as a percentage of offering price):
	Sales load					%(1)
	Offering expenses					%(2)
	Dividend reinvestment plan expenses					—%(3)
	Total stockholder transaction expenses					%
	Estimated annual expenses (as a percentage of net assets attributable to Common Stock):
	Base management fee					%(4)
	Incentive fees payable under the Investment Advisory Agreement (17.5% of net investment income and realized capital gains)					%(5)
	Interest payments on borrowed funds					%(6)
	Other expenses					%(7)
	Total annual expenses (estimated)					%

(1)

The underwriting discount and commission with respect to shares of Common Stock sold in this offering, which is a one-time fee paid to the underwriters, is the only sales load paid in connection with this offering.

(2)

Amount reflects estimated offering expenses of approximately $ .

(3)

The expenses of the dividend reinvestment plan are included in “other expenses” in the table above. For additional information, see “Dividend Reinvestment Plan.”

(4)

Our base management fee is calculated at an annual rate of 1.0% of our 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. For purposes of this table, we have assumed that we maintain no cash or cash equivalents. See “Management Agreements — Investment Advisory Agreement and Administration Agreement.”

(5)

Our incentive fee consists of two parts. The first part is determined and paid quarterly based on our pre-incentive fee net investment income and the second part is determined and payable in arrears based on net capital gains as of the end of each calendar year or upon termination of the Investment Advisory Agreement:

(i)

an incentive fee pre-incentive fee net investment income which, for any quarter in which our pre-incentive fee net investment income exceeds a hurdle rate of 1.50%, 100% of pre-incentive fee net investment income until our Adviser has received a “catch-up” equal to 17.5% of the pre-incentive fee net investment income, plus 17.5% of pre-incentive fee net investment income above the catch-up; and

(ii)

an incentive fee on capital gains in an amount equal to 17.5% of our realized capital gains, if any, on a cumulative basis from the date of our 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.

See “Management Agreements — Investment Advisory Agreement and Administration Agreement.”

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(6)

Interest payments on borrowed funds represents an estimate of our annualized interest expense based on our total borrowings as of September 30, 2022. For the quarter ended September 30, 2022, the weighted average effective interest rate for total outstanding debt was 4.37%. We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. We may also issue preferred stock, subject to our compliance with applicable requirements under the 1940 Act. See “Description of Capital Stock — Preferred Stock.”

(7)

“Other expenses” includes estimated overhead expenses, including payments under the Administration Agreement with our Administrator, and is estimated for the current fiscal year. See “Management Agreements — Investment Advisory Agreement and Administration Agreement.”

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our Common Stock. In calculating the following expense amounts, we have assumed that our annual operating expenses remain at the levels set forth in the table above, except for the incentive fee based on income, and that stockholders pay stockholder transaction expenses of % with respect to Common Stock sold by us in this offering.

1 year

3 years

5 years

10 years

You would pay the following expenses on a $1,000 Common Stock investment, assuming a 5% annual return (none of which is subject to the incentive fee based on capital gains)(1)

[ ]

You would pay the following expenses on a $1,000 Common Stock investment, assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains)(2)

[ ]

(1)

Assumes that we will not realize any capital gains computed net of all realized capital losses and unrealized capital depreciation.

(2)

Assumes no unrealized capital depreciation and a 5% annual return resulting entirely from net realized capital gains and not otherwise deferrable under the terms of the Investment Advisory Agreement and therefore subject to the incentive fee based on capital gains. Because our investment strategy involves investments that generate primarily current income, we believe that a 5% annual return resulting entirely from net realized capital gains is unlikely.

While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. The incentive fee under our Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the example. The example assumes inclusion of offering expenses of approximately $[•] million and reinvestment of all distributions at NAV. In addition, while the example assumes reinvestment of all dividends and distributions at NAV, under certain circumstances, reinvestment of dividends and other distributions under our dividend reinvestment plan may occur at a price per share that differs from NAV. See “Dividend Reinvestment Plan” for additional information regarding our dividend reinvestment plan.

This example should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown. The amounts included in the table above for “Other expenses” represent our estimates for the fiscal year ending December 31, 2022.

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RISK FACTORS

Investing in shares of our Common Stock involves a number of significant risks. Before you invest in shares of our Common Stock, you should be aware of various risks, including those described below. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value could decline, and you may lose all or part of your investment. The risk factors described below are the principal risk factors associated with an investment in us as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.

Risks Relating to Our Business and Structure

Operating as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility. In addition, if we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company, which would subject us to additional regulatory restrictions.

The 1940 Act imposes numerous constraints on the operations of BDCs that do not apply to certain of the other investment vehicles advised by our Adviser and its affiliates. BDCs are required, for example, to invest at least 70% of their total assets primarily in securities of U.S. private or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality debt instruments that mature in one year or less from the date of investment. These constraints may hinder our ability to take advantage of attractive investment opportunities and to achieve our investment objective. Furthermore, any failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants.

We may be precluded from investing in what our Adviser believes are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we will be prohibited from making any additional investment that is not a qualifying asset and could be forced to forgo attractive investment opportunities. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position).

If we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company that is required to register under the 1940 Act, which would subject us to additional regulatory restrictions and significantly decrease our operating flexibility. In addition, any such failure could cause an event of default under any outstanding indebtedness we might have, which could have a material adverse effect on our business, financial condition or results of operations.

To the extent we borrow money or issue debt securities or any preferred stock to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds or pay interest or distributions on such debt securities or preferred stock and the rate at which we invest these funds. In addition, we anticipate that many of our debt investments and borrowings will have floating interest rates that reset on a periodic basis, and many of our investments will be subject to interest rate floors. As a result, a significant change in market interest rates could have a material adverse effect on our net investment income. Rising interest rates on floating rate loans we make to portfolio companies could drive an increase in defaults or accelerated refinancings. Some portfolio companies may be unable to refinance into fixed rate loans or repay outstanding amounts, leading to a gradual decline in the credit quality of our portfolio. In periods of rising interest rates, our cost of funds will increase because we expect that the interest rates on the majority of amounts we borrow will be floating. This change could reduce our net investment income to the extent any debt investments have fixed interest rates. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act and applicable commodities laws. These activities may limit our ability to benefit from lower interest rates with respect to hedged

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borrowings. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.

The discontinuation of LIBOR may adversely affect our business and results of operations.

Many financial instruments have historically used and continue to use a floating rate based on LIBOR, which is the offered rate for short-term Eurodollar deposits between major international banks. For several years, LIBOR has been the subject of national and international regulatory scrutiny. On March 5, 2021, the U.K.’s Financial Conduct Authority, or the FCA, publicly announced that all U.S. Dollar LIBOR settings will either cease to be provided by any administrator or no longer be representative (i) immediately after December 31, 2021 for one-week and two-month U.S. Dollar LIBOR settings and (ii) immediately after June 30, 2023 for the remaining U.S. Dollar LIBOR settings. In addition, as a result of supervisory guidance from U.S. regulators, some U.S. regulated entities ceased entering into new LIBOR contracts after December 31, 2021. In accordance with announcements by the FCA and the ICE Benchmark Administration, which administers LIBOR publication, the publication of most non-U.S. dollar LIBOR rates ceased as of the end of December 2021. While publication of the 1, 3 and 6 month Sterling and Japanese yen LIBOR settings will continue at least for one year on the basis of a synthetic methodology (known as “synthetic LIBOR”), these rates have been designated unrepresentative by the FCA and are solely available for use in legacy transactions. Furthermore, while certain U.S. dollar LIBOR tenors are expected to continue to be published until June 30, 2023, subject to certain exceptions, since December 31, 2021, banks have been instructed by the U.S. banking agencies and the FCA to cease entering into new contracts referencing LIBOR. The Federal Reserve Bank of New York now publishes SOFR based on overnight U.S. Treasury repurchase agreement transactions, which has been recommended as the alternative to U.S. dollar LIBOR by the Alternative Reference Rates Committee convened by the Federal Reserve and the Federal Reserve Bank of New York. Further, the Bank of England publishes a reformed Sterling Overnight Index Average, comprised of a broader set of overnight Sterling money market transactions, which has been selected by the Working Group on Sterling Risk-Free Reference Rates as the alternative rate to Sterling LIBOR. Certain bank-sponsored committees in other jurisdictions, including Europe, Japan and Switzerland, have selected alternative reference rates denominated in other currencies. Certain of the loan agreements with our portfolio companies include fallback language providing a mechanism for the parties to negotiate a new reference interest rate in the event that LIBOR ceases to exist. In addition, any further changes or reforms to the determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market value for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us and could have a material adverse effect on our business, financial condition, tax position and results of operations.

The market transition away from LIBOR and other current reference rates to alternative reference rates is complex and could have a range of adverse impacts on our business, financial condition and results of operations. In particular, any such transition or reform could:

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Adversely impact the pricing, liquidity, value of, return on and trading for a broad array of financial products, including any LIBOR-linked securities, loans and derivatives that are included in our assets and liabilities;

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Require further extensive changes to documentation that governs or references LIBOR or LIBOR-based products, including, for example, pursuant to time-consuming renegotiations of existing documentation to modify the terms of outstanding transactions;

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Result in a population of products with documentation that governs or references LIBOR or LIBOR-based products but that cannot be amended due to an inability to obtain sufficient consent from counterparties;

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Result in inquiries, reviews or other actions from regulators in respect of our (or the market’s) preparation, readiness, transition plans and actions regarding the replacement of a LIBOR with one or more alternative reference rates, including regulatory guidance regarding constraints on the entry into new U.S. dollar LIBOR-linked contracts after December 31, 2021;

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Result in disputes, litigation or other actions with portfolio companies, or other counterparties, regarding the interpretation and enforceability of provisions in our LIBOR-based investments, such

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as fallback language or other related provisions, including, in the case of fallbacks to the alternative reference rates, any economic, legal, operational or other impact resulting from the fundamental differences between LIBOR and the various alternative reference rates;

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Require the transition and/or development of appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on one or more alternative reference rates in a timely manner, including by quantifying value and risk for various alternative reference rates, which may prove challenging given the limited history of the proposed alternative reference rates; and

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Cause us to incur additional costs in relation to any of the above factors.

In addition, the failure of any alternative benchmark rate to gain or maintain market acceptance could adversely affect the return on, value of and market for securities, variable rate debt and derivative financial instruments linked to such rates. Depending on several factors, including those set forth above, our business, financial condition and results of operations could be materially adversely impacted by the market transition or reform of certain reference rates and benchmarks. Other factors include the pace of the transition to replacement or reformed rates, timing mismatches between cash and derivative markets, the specific terms and parameters for and market acceptance of any alternative reference rate, market conventions for the use of any alternative reference rate in connection with a particular product (including the timing and market adoption of any conventions proposed or recommended by any industry or other group), prices of and the liquidity of trading markets for products based on alternative reference rates, and our ability to transition and develop appropriate systems and analytics for one or more alternative reference rates. As of September 30, 2022, 65% of our debt portfolio at fair value bore interest at a floating rate determined on the basis of LIBOR.

We depend upon our Adviser and Administrator for our success and upon their access to the investment professionals and partners of Morgan Stanley and its affiliates.

We do not have any internal management capacity or employees. We depend on the diligence, skill and network of business contacts of the senior investment professionals of our Adviser to achieve our investment objective. We cannot assure you that we will replicate the historical results achieved for other Morgan Stanley funds, and we caution you that our investment returns could be substantially lower than the returns achieved by them in prior periods. We expect that the Adviser will evaluate, negotiate, structure, close and monitor our investments in accordance with the terms of the Investment Advisory Agreement. We can offer no assurance, however, that the senior investment professionals of the Adviser will continue to provide investment advice to us. The loss of any member of the Investment Committee or of other senior investment professionals of the Adviser and its affiliates could limit our ability to achieve our investment objective and operate as we anticipate. In addition, we can offer no assurance that the resources, relationships and expertise of Morgan Stanley will be available for every transaction or generally during the term of the Company. This could have a material adverse effect on our financial condition, results of operations and cash flows. 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 and the subscription agreement entered into by MS Credit Partners Holdings terminates as of the closing of this offering. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — MS Credit Partners Holdings Investment.” Morgan Stanley has no history of financially supporting any of the BDCs on the MS Private Credit platform, even during periods of financial distress.

We depend on the diligence, skill and network of business contacts of the professionals available to our Administrator to carry out the administrative functions necessary for us to operate, including the ability to select and engage sub-administrators and third-party service providers. We can offer no assurance, however, that the professionals of the Administrator will continue to provide administrative services to us. In addition, we can offer no assurance that the resources, relationships and expertise of Morgan Stanley will be available to the Administrator throughout the term of the Company. This could have a material adverse effect on our financial condition, results of operations and cash flows.

Our business model depends to a significant extent upon strong referral relationships with sponsors. Any inability of the Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

We depend upon the Adviser’s and its affiliates’ relationships with sponsors, and we intend to rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the

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Adviser fails to maintain such relationships, or to develop new relationships with other sponsors or sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the principals of the Adviser and its affiliates have relationships are not obligated to provide us with investment opportunities, and, therefore, we can offer no assurance that these relationships will generate investment opportunities for us in the future.

We are dependent upon management personnel of our Adviser for our future success.

We do not have any internal management capacity or employees. The Adviser depends on the investment professionals of affiliates of Morgan Stanley and such investment professionals’ diligence, skill and network of business contacts. Our success will depend to a significant extent on the continued service and coordination of our executive officers and members of the investment committee. The diversion of time by, or departure of, any of these individuals could have a material adverse effect on our ability to achieve our investment objectives.

The time and resources that individuals associated with our Adviser devote to us may be diverted, and we may face additional competition due to the fact that neither our Adviser nor its affiliates are prohibited from raising money for or managing another entity that makes the same types of investments that we target.

The Adviser and its affiliates currently serve as the investment adviser for various funds, accounts and strategies, including the funds and accounts on the MS Private Credit platform, including the MS BDCs, and are not prohibited from raising money for and managing future investment entities that make the same or similar types of investments as those we target. As a result, the time and resources that our Adviser devotes to us may be diverted, and during times of intense activity in other investment programs they may devote less time and resources to our business than is necessary or appropriate. In addition, we may compete with any such investment entity also managed by the Adviser or its affiliates for the same investors and investment opportunities.

We may not replicate the historical results achieved by other entities advised or sponsored by members of the Investment Committee or by the Adviser or its affiliates.

Our investments may differ from those of existing accounts that are or have been sponsored or advised by members of the Investment Committee, the Adviser or affiliates of the Adviser. Investors in our securities are not acquiring an interest in any accounts that are or have been sponsored or advised by members of the Investment Committee, the Adviser or affiliates of the Adviser. Subject to the requirements of the 1940 Act and the provisions of the co-investment exemptive order applicable to us, or, as amended, the exemptive order, we often co-invest in portfolio investments with other Affiliated Investment Accounts. Any such investments are subject to regulatory limitations and approvals by the Independent Directors. We can offer no assurance, however, that we will obtain such approvals or develop opportunities that comply with such limitations. We also cannot assure you that we will replicate the historical results achieved for other Morgan Stanley funds by members of the Investment Committee (including the Affiliated Investment Accounts), and we caution you that our investment returns could be substantially lower than the returns achieved by them in prior periods. Additionally, all or a portion of the prior results may have been achieved in particular market conditions which may never be repeated. Moreover, current or future market volatility and regulatory uncertainty may have an adverse impact on our future performance. Our financial condition and results of operation depend on our ability to manage future growth effectively.

Our ability to achieve our investment objective depends on our ability to grow, which depends, in turn, on the Adviser’s ability to identify, invest in and monitor companies that meet our investment selection criteria. Accomplishing this result on a cost-effective basis is largely a function of the Adviser’s structuring of the investment process, its ability to provide competent, attentive and efficient services to us and our access to financing on acceptable terms. We can offer no assurance that any current or future employees of the Adviser will contribute effectively to the work of, or remain associated with, the Adviser. We caution you that the principals of our Adviser or Administrator may also be called upon to provide managerial assistance to our portfolio companies and those of other investment vehicles, including the MS BDCs, which are advised by the Adviser. Such demands on their time may distract them or slow our rate of investment. Any failure to

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manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

The Adviser may frequently be required to make investment analyses and decisions on an expedited basis in order to take advantage of investment opportunities, and our Adviser may not have knowledge of all circumstances that could impact our investments.

Investment analyses and decisions by the Adviser may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Adviser at the time of making an investment decision may be limited. Therefore, we can offer no assurance that the Adviser will have knowledge of all circumstances that may adversely affect a portfolio investment, and the Adviser may make portfolio investments which it would not have made if more extensive due diligence had been undertaken. In addition, the Adviser may rely upon independent consultants and advisors in connection with its evaluation of proposed investments, and we can offer no assurance as to the accuracy or completeness of the information provided by such independent consultants and advisors or to the Adviser’s right of recourse against them in the event errors or omissions do occur.

There are significant potential conflicts of interest that could affect our investment returns.

As a result of our Adviser and Administrator’s affiliation with, and the Investment Committee members’ employment by, Morgan Stanley, there may be times when the Adviser, the Administrator or such persons have interests that differ from those of our stockholders, giving rise to a conflict of interest. As a diversified global financial services firm, Morgan Stanley engages in a broad spectrum of activities, including financial advisory services, investment management activities, lending, commercial banking, sponsoring and managing private investment funds, engaging in broker-dealer transactions and principal securities, commodities and foreign exchange transactions, research publication and other activities. In the ordinary course of its business, Morgan Stanley is a full-service investment banking and financial services firm and therefore engages in activities where Morgan Stanley’s interests or the interests of its clients may conflict with the interests of our investors, notwithstanding Morgan Stanley’s participation as one of our investors. Investors should be aware that potential and actual conflicts of interest between Morgan Stanley or any Affiliated Investment Account, on the one hand, and us, on the other hand, may exist and others may arise in connection with our operation. Morgan Stanley’s employees may also have interests separate from those of Morgan Stanley and us. There is no assurance that conflicts of interest will be resolved in favor of the Company’s stockholders, and, in fact, they may not be.

Conflicts related to obligations the Investment Committee, the Adviser or its affiliates have to other clients and conflicts related to fees and expenses of such other clients.

Morgan Stanley, the parent company of the Adviser, has advised and may advise clients and has sponsored, managed or advised other Affiliated Investment Accounts with a wide variety of investment objectives that in some instances may overlap or conflict with our investment objectives and present conflicts of interest. In addition, Morgan Stanley routinely makes equity and debt investments in connection with its global business and operations. MS Private Credit may also from time to time create new or successor Affiliated Investment Accounts that may compete with us and present similar conflicts of interest. In serving in these multiple capacities, Morgan Stanley, including the Adviser, the Investment Committee and the Investment Team, may have obligations to other clients or investors in Affiliated Investment Accounts, the fulfillment of which may not be in the best interests of us or our stockholders. For example, in connection with the management of investments for other Affiliated Investment Accounts, members of Morgan Stanley and its affiliates may serve on the boards of directors of or advise companies which may compete with our portfolio investments. Our investment objective may overlap with the investment objectives of certain Affiliated Investment Accounts. For example, the Adviser currently serves as the investment adviser to the MS BDCs. As a result, the members of the Investment Committee may face conflicts in the allocation of investment opportunities among us and other Affiliated Investment Accounts. Certain Affiliated Investment Accounts, including the MS BDCs, may provide for higher management fees, incentive fees, greater expense reimbursements or overhead allocations or may permit the Adviser and its affiliates to receive higher origination and other transaction fees, all of which may contribute to this conflict of interest and create an incentive for the Adviser to favor such Affiliated Investment Accounts. For example, the 1940 Act

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restricts the Adviser from receiving more than a 1% fee in connection with loans that we acquire, or originate, a limitation that does not exist for certain other accounts.

Morgan Stanley currently invests and plans to continue to invest on its own behalf and on behalf of its Affiliated Investment Accounts in a wide variety of investment opportunities in North America, Europe and elsewhere. Morgan Stanley and, to the extent consistent with applicable law and/or exemptive relief, its Affiliated Investment Accounts will be permitted to invest in investment opportunities without making such opportunities available to us beforehand. Subject to the requirements of any applicable exemptive relief, Morgan Stanley may offer investments that fall into the investment objectives of an Affiliated Investment Account to such account or make such investment on its own behalf, even though such investment also falls within our investment objectives. We may invest in opportunities that Morgan Stanley and/or one or more Affiliated Investment Accounts has declined, and vice versa. In addition, to the extent permitted by applicable law, investment opportunities in companies in which certain Affiliated Investment Accounts have already invested may be available to the Company notwithstanding that the Company has no existing investments in such portfolio company, resulting in assets of the Company potentially providing value to, or otherwise supporting the investments of, other Affiliated Investment Accounts. All of the foregoing may reduce the number of investment opportunities available to us and may create conflicts of interest in allocating investment opportunities among the Company, itself and the Affiliated Investment Accounts, including the MS BDCs. Our Adviser has established allocation policies and procedures and will continue to allocate opportunities among one or more of the Company and such Affiliated Investment Accounts in accordance with the terms of such policies and procedures. Investors should note that such allocation decisions may not be resolved to our advantage. There can be no assurance that we will have an opportunity to participate in certain opportunities that fall within our investment objectives.

It is possible that Morgan Stanley or an Affiliated Investment Account will invest in a company that is or becomes a competitor of one of our portfolio companies. Such investment could create conflicts of interest among the Company, Morgan Stanley and/or the Affiliated Investment Account. Morgan Stanley may also have conflicts of interest in the allocation of Morgan Stanley resources to the portfolio company. In addition, certain Affiliated Investment Accounts will be focused primarily on investing in other funds which may have strategies that overlap and/or directly conflict and compete with us. In certain cases, we may be unable to invest in attractive opportunities because of the investment by these Affiliated Investment Accounts in such private equity or private credit sponsoring funds.

We do not expect to invest in, or hold securities of, companies that are controlled by an affiliate’s other clients. However, our Adviser or an affiliate’s other clients may invest in, and gain control over, one of our portfolio companies. If our Adviser or an affiliate’s other client, or clients, gains control over one of our portfolio companies, it may create conflicts of interest and may subject us to certain restrictions under the 1940 Act. As a result of these conflicts and restrictions our Adviser may be unable to implement our investment strategies as effectively as they could have in the absence of such conflicts or restrictions. For example, as a result of a conflict or restriction, our Adviser may be unable to engage in certain transactions that it would otherwise pursue. In order to avoid these conflicts and restrictions, our Adviser may choose to exit such investments prematurely and, as a result, we may forego any positive returns associated with such investments. In addition, to the extent that an affiliate’s other client holds a different class of securities than us as a result of such transactions, our interests may not be aligned.

It should be noted that Morgan Stanley has, directly or indirectly, made investments in certain of its Affiliated Investment Accounts, and accordingly Morgan Stanley’s investment in us in itself may not determine the outcome in the resolution of any of the foregoing conflicts.

In the course of our investing activities, we pay management and incentive fees to the Adviser and reimburse certain expenses of the Administrator. As a result, investors in shares of our Common Stock will invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than one might achieve through direct investments. As a result of this arrangement, there may be times when the Adviser has interests that differ from those of our common stockholders, giving rise to a conflict.

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The Investment Committee, the Adviser or its affiliates may, from time to time, possess material non-public information, or may not have access to certain information held by Morgan Stanley, each of which would limit our investment discretion.

Principals of the Adviser and its affiliates and members of the Investment Committee may serve as directors of, or in a similar capacity with, companies in which we invest, the securities of which are purchased or sold on our behalf. In the event that material nonpublic information is obtained with respect to such companies, or we become subject to trading restrictions in order to comply with applicable law, regulatory restrictions or internal policies or procedures, including without limitation joint transaction restrictions pursuant to the 1940 Act, we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on us. The Adviser and/or Morgan Stanley may also from time to time be subject to contractual “stand-still” obligations and/or confidentiality obligations that may restrict the Adviser’s ability to trade in or make certain investments on behalf of the Company. In addition, Morgan Stanley may be precluded from disclosing such information to the Investment Team, even in circumstances in which the information would benefit the Company if disclosed. Therefore, the Adviser may not be provided access to material nonpublic information in the possession of Morgan Stanley that might be relevant to an investment decision to be made by the Company, and the Company may initiate a transaction or sell an investment that, if such information had been known to it, may not have been undertaken. In addition, certain members of the Investment Team and of the Investment Committee may be recused from certain investment-related discussions, including investment committee meetings, so that such members do not receive information that would limit their ability to perform functions of their employment with Morgan Stanley unrelated to the Company. Furthermore, access to certain parts of Morgan Stanley may be subject to third party confidentiality obligations and to information barriers established by Morgan Stanley in order to manage potential conflicts of interest and regulatory restrictions, including without limitation joint transaction restrictions pursuant to the 1940 Act. Accordingly, the Company’s ability to source investments from other business units within Morgan Stanley may be limited and there can be no assurance that the Company will be able to source any investments from any one or more parts of the Morgan Stanley network.

In the course of our investing activities, we pay a management fee and incentive fees to the Adviser. The base management fee is based on our average gross assets and the incentive fee is computed and paid on income, both of which include leverage. As a result, investors in shares of our Common Stock will invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than one might achieve through direct investments. Because these fees are based on our average gross assets, the Adviser benefits when we incur debt or use leverage. Under certain circumstances, the use of leverage may increase the likelihood of default, which would disfavor us and our stockholders.

Additionally, the incentive fee payable by us to the Adviser may create an incentive for the Adviser to cause us to realize capital gains or losses that may not be in the best interests of us or our stockholders. Under the incentive fee structure, the Adviser benefits when we recognize capital gains and, because the Adviser determines when an investment is sold, the Adviser controls the timing of the recognition of such capital gains. Our Board of Directors is charged with protecting our stockholders’ interests by monitoring how the Adviser addresses these and other conflicts of interest associated with its management services and compensation.

The Investment Advisory Agreement entitles our Adviser to receive an incentive fee based on our pre-incentive fee net investment income regardless of any capital losses. In such case, we may be required to pay our Adviser an incentive fee for a fiscal quarter even if there is a decline in the value of our portfolio or if we incur a net loss for that quarter. Additionally, the part of the incentive fees payable to our Adviser that relates to our net investment income is computed and paid on income that may include interest income that has been accrued but not yet received in cash, such as market discount, debt instruments with payment-in-kind, or PIK, interest, preferred stock with PIK dividends, zero coupon securities, and other deferred interest instruments and may create an incentive for the Adviser to make investments on our behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement.

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This fee structure may be considered to give rise to a conflict of interest for the Adviser to the extent that it may encourage the Adviser to favor debt financings that provide for deferred interest, rather than current cash payments of interest. Under these investments, we will accrue the interest over the life of the investment but we will not receive the cash income from the investment until the end of the term. Our net investment income used to calculate the income portion of our investment fee, however, includes accrued interest. The Adviser may have an incentive to invest in deferred interest securities in circumstances where it would not have done so but for the opportunity to continue to earn the fees even when the issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities. This risk could be increased because the Adviser is not obligated to reimburse us for any fees received even if we subsequently incur losses or never receive in cash the deferred income that was previously accrued.

For federal income tax purposes, we may be required to recognize taxable income in some circumstances in which we do not receive a corresponding payment in cash and to make distributions with respect to such income to maintain our tax treatment as a RIC and/or minimize corporate-level U.S. federal income or excise tax. Under such circumstances, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. See “Material U.S. Federal Income Tax Considerations — Election to be Taxed as a RIC.” This difficulty in making the required distribution may be amplified to the extent that we are required to pay the incentive fee on income with respect to such accrued income. As a result, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.

Conflicts related to other arrangements with the Adviser and its affiliates.

We have entered into a license agreement, or the License Agreement, with Morgan Stanley Investment Management, Inc., an affiliate of our Adviser, under which Morgan Stanley Investment Management, Inc. has granted us a non-exclusive, royalty-free license to use the name “Morgan Stanley.” In addition, we pay to the Administrator our allocable portion of certain expenses incurred by the Administrator in performing its obligations under the Administration Agreement, such as our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer. These arrangements create conflicts of interest that our Board of Directors monitors.

Our ability to enter into transactions with our affiliates is restricted.

As a BDC, we are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior approval of a majority of our Independent Directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any securities from or to such affiliate on a principal basis, absent the prior approval of our Board of Directors and, in some cases, the SEC. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which in certain circumstances could include investments in the same portfolio company (whether at the same or different times to the extent the transaction involves a joint investment), without prior approval of our Board of Directors and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, we will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates.

The SEC has interpreted the BDC regulations governing transactions with affiliates to prohibit certain joint transactions involving entities that share a common investment adviser. As a result of these restrictions, we are prohibited from buying or selling any security from or to any portfolio company that is controlled by a fund advised by the Adviser or their respective affiliates without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.

We may, however, invest alongside our Adviser’s and/or its affiliates’ other clients, in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations, guidance and exemptive relief orders. However, although the Adviser endeavors to fairly allocate investment opportunities

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in the long run, we can offer no assurance that investment opportunities will be allocated to us fairly or equitably in the short-term or over time. The SEC has granted us and our Adviser an exemptive order that allows us to enter into certain negotiated co-investment transactions alongside certain Affiliated Investment Accounts 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 exemptive order. Pursuant to the exemptive 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.

In situations where co-investment with affiliates’ other clients is not permitted under the 1940 Act and related rules, existing or future staff guidance, or the terms and conditions of the exemptive order granted to us by the SEC (as discussed above), our Adviser will need to decide which client or clients will proceed with the investment. Generally, we will not have an entitlement to make a co-investment in these circumstances and, to the extent that another client elects to proceed with the investment, we will not be permitted to participate. Moreover, except in certain circumstances, we will not invest in any issuer in which an affiliate’s other client holds a controlling interest.

The recommendations given to us by our Adviser may differ from those rendered to their other clients.

Our Adviser and its affiliates may give advice and recommend securities to other clients which may differ from advice given to, or securities recommended or bought for, us even though such other clients’ investment objectives may be similar to ours.

We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.

The business of identifying and structuring investments of the types contemplated by us is competitive and involves a high degree of uncertainty. We are competing for investments with other investment funds, including the MS BDCs, as well as more traditional lending institutions and private credit-focused competitors. Over the past several years, an increasing number of funds have been formed, with investment objectives similar to, or overlapping with, our investment objectives (and many such existing funds have grown substantially in size).

In addition, other firms and institutions are seeking to capitalize on the perceived opportunities with vehicles, funds and other products that are expected to compete with us for investments. Other investors may make competing offers for investment opportunities that we identify. Even after an agreement in principle has been reached with the board of directors or owners of an acquisition target, consummating the transaction is subject to a myriad of uncertainties, only some of which are foreseeable or within the control of the Adviser. Some of our competitors may have access to greater amounts of capital and to capital that may be committed for longer periods of time or may have different return thresholds than us, and thus these competitors may have advantages over us. In addition, issuers may prefer to take advantage of favorable high-yield markets and issue subordinated debt in those markets, which could result in fewer credit investment opportunities for us. In addition to competition from other investors, the availability of investment opportunities generally will be subject to market conditions as well as, in many cases, the prevailing regulatory or political climate. We can offer no assurance that we will be successful in obtaining suitable investments, or that if we make such investments, our objectives will be achieved.

We will be subject to corporate-level income tax if we are unable to qualify as a RIC.

In order to qualify as a RIC under the Code, we must meet certain source-of-income, asset diversification and distribution requirements. The distribution requirement for a RIC is satisfied if we distribute to our stockholders dividends for U.S. federal income tax purposes of an amount generally at least equal to 90% of our ICTI, which is generally our net ordinary income plus the excess of our net short-term capital gains in excess of our net long-term capital losses, determined without regard to any deduction for dividends paid, to

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our stockholders on an annual basis. We are subject, to the extent we use debt financing, to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to be subject to tax as a RIC, in which case we will be subject to corporate-level income tax. To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each quarter of our taxable year. Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to continue to qualify as a RIC. Because most of our investments are in private or thinly traded public companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we fail to qualify as a RIC for any reason and become subject to corporate-level income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distributions to stockholders, the amount of our distributions and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and our stockholders. See “Material U.S. Federal Income Tax Considerations — Taxation as a RIC.”

We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.

For U.S. federal income tax purposes, we include in income certain amounts that we have not yet received in cash, such as the accretion of original issue discount, or OID. This may arise if we receive warrants in connection with the making of a loan and in other circumstances, or through contracted PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such OID, which could be significant relative to our overall investment activities, or increases in loan balances as a result of contracted PIK arrangements, is included in our income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we do not receive in cash.

That part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in cash, such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible, and the Adviser will have no obligation to refund any fees it received in respect of such accrued income.

Since in certain cases we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement in a given taxable year to distribute to our stockholders dividends for U.S. federal income tax purposes an amount at least equal to 90% of our ICTI, determined without regard to any deduction for dividends paid, to our stockholders to qualify and maintain our ability to be subject to tax as a RIC. In such a case, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to obtain such cash from other sources, we may fail to qualify as a RIC and thus be subject to corporate-level income tax. See “Material U.S. Federal Income Tax Considerations — Taxation as a RIC.”

We will need to raise additional capital to grow because we must distribute most of our income.

We will need additional capital to fund new investments and grow our portfolio of investments. We intend to access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtain such additional capital. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. A reduction in the availability of new capital could limit our ability to grow. In addition, we are required to distribute each taxable year an amount at least equal to 90% of our ICTI, determined without regard to any deduction for dividends paid as dividends for U.S. federal income tax purposes, to our stockholders to maintain our ability to be subject to tax as a RIC. As a result, these earnings are not available to fund new investments. An inability to access the capital markets successfully could limit our ability to grow our business and execute our business strategy fully and could decrease our earnings, if any. This would have an adverse effect on the value of our securities. If we are not able to raise capital and are at or near our targeted leverage

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ratios, we may receive smaller allocations, if any, on new investment opportunities under the Adviser’s allocation policies and procedures.

We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are currently permitted to issue “senior securities,” including borrowing money from banks or other financial institutions, only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If we fail to comply with certain disclosure requirements, our asset coverage ratio under the 1940 Act would be 200%, which would decrease the amount of leverage we are able to incur. If the value of our assets declines, we may be unable to satisfy the applicable asset coverage ratio. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to holders of shares of our Common Stock. If we issue senior securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss.

In the absence of an event of default, no person or entity from which we borrow money has a veto right or voting power over our ability to set policy, make investment decisions or adopt investment strategies. If we issue preferred stock, which is another form of leverage, the preferred stock would rank “senior” to Common Stock in our capital structure, preferred stockholders would have separate voting rights on certain matters and might have other rights, preferences or privileges more favorable than those of our common stockholders, and the issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our Common Stock or otherwise be in the best interest of our common stockholders. Holders of our Common Stock will directly or indirectly bear all of the costs associated with offering and servicing any preferred stock that we issue. In addition, any interests of preferred stockholders may not necessarily align with the interests of holders of our Common Stock and the rights of holders of shares of preferred stock to receive distributions would be senior to those of holders of shares of Common Stock. We do not, however, anticipate issuing preferred stock in the next 12 months.

We are not generally able to issue and sell our Common Stock at a price below net asset value per share. We may, however, sell our Common Stock, or warrants, options or rights to acquire our Common Stock, at a price below the then-current net asset value per share of our Common Stock if our Board of Directors determines that such sale is in the best interests of us and our stockholders, and if our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the market value of such securities (less any distributing commission or discount). If we raise additional funds by issuing Common Stock or senior securities convertible into, or exchangeable for, our Common Stock, then the percentage ownership of our stockholders at that time will decrease, and holders of our Common Stock might experience dilution.

We intend to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.

The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. The amount of leverage that we employ will be subject to the restrictions of the 1940 Act and the supervision of our Board of Directors. At the time of any proposed borrowing, the amount of leverage we employ will also depend on our Adviser’s assessment of market and other factors. We cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. For example, due to the interplay of the 1940 Act restrictions on principal and joint transactions and the U.S. risk retention rules adopted pursuant to Section 941 of Dodd-Frank, as a BDC we are limited in our ability to enter into any securitization

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transactions. We cannot assure you that the SEC or any other regulatory authority will modify such regulations or provide administrative guidance that would give us greater flexibility to enter into securitizations. We have in the past and may in the future issue senior debt securities to banks, insurance companies and other lenders. Lenders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default. We may pledge up to 100% of our assets, may grant a security interest in all of our assets and may pledge the right to make capital calls of stockholders under the terms of any debt instruments we may enter into with lenders. Under the terms of any credit facility or debt instrument we enter into, we are likely to be required to comply with certain financial and operational covenants. Failure to comply with such covenants could result in a default under the applicable credit facility or debt instrument if we are unable to obtain a waiver from the applicable lender or holder, and such lender or holder could accelerate repayment under such indebtedness and negatively affect our business, financial condition, results of operations and cash flows. In addition, under the terms of any credit facility or other debt instrument we enter into, we are likely to be required by its terms to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases, leveraging would cause our net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our equity stake in a leveraged investment. Similarly, any decrease in our net investment income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make distributions on our Common Stock or any outstanding preferred stock. Our ability to service our debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. Our common stockholders bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to the Adviser.

As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include our borrowings and any preferred stock that we may issue in the future, which is currently 150%. If this ratio were to decline below 150% (or such other percentage as may be prescribed by law from time to time), we could not incur additional debt and could be required to sell a portion of our investments to repay some debt when it was disadvantageous to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions in amounts sufficient to maintain our status as a RIC, or at all.

The following table illustrates the effect of leverage on returns from an investment in our Common Stock, assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below.

Assumed Return on our Portfolio (Net of Expenses)			(10.00)%						(5.00)%						0.00%						5.00%						10.00%
Corresponding return to common stockholder(1)					(26.1)%						(15.1)%						(4.0)%						7.0%						18.0%

(1)

Assumes $2,879 million in total assets, $1,525 million in debt outstanding and $1,307 million in net assets as of September 30, 2022, and an effective weighted average annual interest of 3.47% at September 30, 2022 (excluding unused fees and financing costs).

Based on our outstanding indebtedness of $1,525 million as of September 30, 2022 and the effective weighted average annual interest rate of 3.47% as of that date (excluding unused fees and financing costs), our investment portfolio would have been required to experience an annual return of at least 1.84% to cover annual interest payments on the outstanding debt.

We are subject to risks associated with our Credit Facilities.

We have entered into the CIBC Subscription Facility and the Truist Credit Facility, and DLF LLC has entered into the BNP Funding Facility. We anticipate that we or a direct subsidiary of ours may enter into one or more additional Credit Facilities. As a result of our current Credit Facilities and any future Credit Facility, we are subject to a variety of risks, including those set forth below.

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Any inability to renew, extend or replace any of our Credit Facilities could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders.

There can be no assurance that we would be able to renew, extend or replace any of our Credit Facilities upon its maturity on terms that are favorable to us, if at all. Our ability to renew, extend or replace any such Credit Facilities would be constrained by then-current economic conditions affecting the credit markets. In the event that we were not able to renew, extend or replace any of our Credit Facilities at the time of its maturity, this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our ability to qualify as a RIC.

In addition to regulatory limitations on our ability to raise capital, each of our Credit Facilities contains various covenants, which, if not complied with, could accelerate our repayment obligations under such facilities, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.

We have entered into the CIBC Subscription Facility and the Truist Credit Facility, and DLF LLC has entered into the BNP Funding Facility, and as a result, we are subject to certain risks. The CIBC Subscription Facility is secured by the unfunded commitments of certain stockholders of the Company. The Truist Credit Facility is guaranteed by certain domestic subsidiaries of the Company, and the Truist Credit Facility is secured by a first priority security interest in substantially all of the assets of the Company and each such guarantor, subject to certain exceptions. We have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Our continued compliance with the covenants contained in each of the Credit Facilities depends on many factors, some of which are beyond our control. We can offer no assurances that we will continue to comply with these covenants. In the event of a default under the any of the Credit Facilities, the administrative agent under the applicable loan documents would have the right to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, and could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation, which would have a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders.

Our interests in any subsidiary that enters into a Credit Facility would be subordinated, and we may not receive cash on our equity interests from any such subsidiary.

We consolidate the financial statements of our wholly owned subsidiaries in our consolidated financial statements and treat the indebtedness of any such subsidiary as our leverage. Our interests in any wholly owned direct or indirect subsidiary of ours would be subordinated in priority of payment to every other obligation of any such subsidiary and would be subject to certain payment restrictions set forth in the Credit Facility. We would receive cash distributions on our equity interests in any such subsidiary only if such subsidiary had made all required cash interest payments to the lenders and no default exists under the Credit Facility. We cannot assure you that distributions on the assets held by any such subsidiary would be sufficient to make any distributions to us or that such distributions would meet our expectations.

We would receive cash from any such subsidiary only to the extent that we would receive distributions on our equity interests in such subsidiary. Any such subsidiary would be able to make distributions on its equity interests only to the extent permitted by the payment priority provisions of the Credit Facility. We expect that the Credit Facility would generally provide that payments on such interests may not be made on any payment date unless all amounts owing to the lenders and other secured parties are paid in full. In addition, if such subsidiary would not meet the borrowing base test set forth in the Credit Facility documents, a default would occur. In the event of a default under the Credit Facility documents, cash would be diverted from us to pay the lender and other secured parties until they would be paid in full. In the event that we would fail to receive cash from such subsidiary, we could be unable to make distributions to our stockholders in amounts sufficient to maintain our status as a RIC, or at all. We also could be forced to sell investments in portfolio companies at less than their fair value in order to continue making such distributions.

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Our equity interests in any such subsidiary would rank behind all of the secured and unsecured creditors, known or unknown, of such subsidiary, including the lenders in the Credit Facility. Consequently, to the extent that the value of such subsidiary’s portfolio of loan investments would have been reduced as a result of conditions in the credit markets, defaulted loans, capital gains and losses on the underlying assets, prepayment or changes in interest rates, the return on our investment in such subsidiary could be reduced. Accordingly, our investment in such subsidiary may be subject to up to a complete loss.

Our ability to sell investments held by any subsidiary that enters into a Credit Facility would be limited.

Our existing Credit Facilities place significant restrictions on our ability, as servicer, to sell investments, and we expect that any Credit Facility we enter into in the future would include similar restrictions. As a result, there may be times or circumstances during which we would be unable to sell investments or take other actions that might be in our best interests.

We may be subject to risks associated with any collateralized loan obligations, or CLOs, we enter into to finance our investments.

We may enter into CLOs through a direct or indirect subsidiary of ours (any such subsidiary, an “MS Issuer”). As a result of these CLOs, we would be subject to a variety of risks, including those set forth below. We use the term “CLO” to describe a form of secured borrowing under which an operating company (sometimes referred to as an “originator” or “sponsor”) acquires or originates mortgages, receivables, loans or other assets that earn income, whether on a one-time or recurring basis (collectively, “income producing assets”), and borrows money on a non-recourse basis against a legally separate pool of loans or other income producing assets. In a typical CLO, the originator transfers the loans or income producing assets to a single-purpose, bankruptcy-remote subsidiary (also referred to as a “special purpose entity”), which is established solely for the purpose of holding loans and income producing assets and issuing debt secured by these income producing assets. The special purpose entity completes the borrowing through the issuance of notes secured by the loans or other assets. The special purpose entity may issue the notes in the capital markets to a variety of investors, including banks, non-bank financial institutions and other investors. In the CLOs, we would expect institutional investors to purchase the notes issued by an MS Issuer in a private placement, while we would retain the equity interest in the CLOs and consolidate the assets and liabilities of the CLOs on our balance sheet.

We may enter into reverse repurchase agreements, which are another form of leverage.

We may enter into reverse repurchase agreements. Under a reverse repurchase agreement, we will effectively pledge our assets as collateral to secure a short-term loan. Generally, the other party to the agreement makes the loan in an amount equal to a percentage of the fair value of the pledged collateral. At the maturity of the reverse repurchase agreement, we will be required to repay the loan and correspondingly receive back our collateral. While used as collateral, the assets continue to pay principal and interest which are for the benefit of us.

Our use of reverse repurchase agreements, if any, involves many of the same risks involved in our use of leverage, as the proceeds from reverse repurchase agreements generally will be invested in additional securities. There is a risk that the market value of the securities acquired in the reverse repurchase agreement may decline below the price of the securities that we have sold but remain obligated to purchase. In addition, there is a risk that the market value of the securities retained by us may decline. If a buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experience insolvency, we may be adversely affected. Also, in entering into reverse repurchase agreements, we would bear the risk of loss to the extent that the proceeds of such agreements at settlement are less than the fair value of the underlying securities being pledged. In addition, due to the interest costs associated with reverse repurchase agreements, our net asset value will decline, and, in some cases, we may be worse off than if we had not used such agreements.

If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy.

As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. See “Regulation — Qualifying Assets.”

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In the future, we believe that most of our investments will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of such investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition, results of operations and cash flows.

Failure to qualify as a BDC would decrease our operating flexibility.

If we do not maintain our status as a BDC, we would be subject to regulation as a registered closed-end investment company under the 1940 Act. As a registered closed-end investment company, we would be subject to substantially more regulatory restrictions under the 1940 Act which would significantly decrease our operating flexibility.

Certain investors are limited in their ability to make significant investments in us.

Investment companies registered under the 1940 Act are restricted from acquiring directly or through a controlled entity more than 3% of our total outstanding voting stock (measured at the time of the acquisition), unless these funds comply with certain requirements under the 1940 Act that would restrict the amount that they are able to invest in our securities. Private funds that are excluded from the definition of “investment company” either pursuant to Section 3(c)(1) or 3(c)(7) of the 1940 Act are also subject to these restrictions. As a result, certain investors may be precluded from acquiring additional shares at a time that they might desire to do so.

The majority of our portfolio investments are recorded at fair value as determined in good faith by our Valuation Designee, under the supervision of our Board of Directors and, as a result, there may be uncertainty as to the value of our portfolio investments.

The majority of our portfolio investments take the form of securities for which no market quotations are readily available. The fair value of securities and other investments that are not publicly traded may not be readily determinable, and we value these securities at fair value as determined in good faith by our Board of Directors, including to reflect significant events affecting the value of our securities. As discussed in more detail under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates”, most, if not all, of our investments (other than cash and cash equivalents) are classified as Level 3 under ASC 820. This means that our portfolio valuations are based on unobservable inputs and our own assumptions about how market participants would price the asset or liability in question. Inputs into the determination of fair value of our portfolio investments require significant management judgment or estimation. Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which may include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information.

The Board of Directors has delegated to the Adviser as a valuation designee, or 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. The participation of the Adviser’s investment professionals in our valuation process could result in a conflict of interest as the Adviser’s base management fee is based, in part, on our average adjusted gross assets and our incentive fees will be based, in part, on unrealized losses.

We have retained the services of independent service providers to review the valuation of these securities. The valuation of all or portion of our portfolio investments for which a market quote is not readily available will be reviewed by an independent valuation firm each quarter and month-end. The types

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of factors that our Valuation Designee, under the supervision of our Board of Directors, may take into account in determining the fair value of our investments generally include, as appropriate, comparison to publicly traded securities, including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and in particular, the valuations of private securities and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.

We adjust quarterly (or as otherwise may be required by the 1940 Act in connection with the issuance of shares of our Common Stock) the valuation of our portfolio to reflect our Board of Directors’ approval of the fair value of each investment in our portfolio, as determined by the Valuation Designee. Any changes in fair value are recorded in the aggregate in our consolidated statement of operations as a net change in unrealized appreciation or depreciation.

Our Board of Directors has the authority, except as otherwise provided in the 1940 Act, to modify or waive our investment objective and certain of our operating policies and strategies without prior notice and without stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current investment objective, operating policies and strategies would have on our business, operating results and the value of our Common Stock. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions.

Provisions of the Delaware General Corporation Law, as amended, or the DGCL, and of our Certificate of Incorporation and bylaws could deter takeover attempts and have an adverse effect on the price of shares of Common Stock.

The DGCL contains provisions that may discourage, delay or make more difficult a change in control of us or the removal of our directors. Our certificate of incorporation and bylaws contain provisions that limit liability and provide for indemnification of our directors and officers. These provisions and others which we may adopt also may have the effect of deterring hostile takeovers or delaying changes in control or management. We are subject to Section 203 of the DGCL, the application of which is subject to any applicable requirements of the 1940 Act. This section generally prohibits us from engaging in mergers and other business combinations with stockholders that beneficially own 15% or more of our voting stock, either individually or together with their affiliates, unless our directors or stockholders approve the business combination in the prescribed manner. Our Board of Directors has adopted a resolution exempting from Section 203 of the DGCL any business combination between us and any other person, subject to prior approval of such business combination by our Board of Directors, including approval by a majority of our directors who are not “interested persons.” If our Board of Directors later repeals such resolution exempting business combinations, or if our Board of Directors does not approve a business combination, Section 203 of the DGCL may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer.

We have also adopted measures that may make it difficult for a third party to obtain control of us, including provisions of our certificate of incorporation that classify our Board of Directors in three classes serving staggered three-year terms, and provisions of our certificate of incorporation authorizing our Board of Directors to classify or reclassify shares of our preferred stock in one or more classes or series, to cause the issuance of additional shares of our Common Stock, and to amend our certificate of incorporation, without stockholder approval, to increase or decrease the number of shares of Common Stock that we have authority to issue. These provisions, as well as other provisions we have adopted in our certificate of

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incorporation and bylaws, may delay, defer or prevent a transaction or a change in control in circumstances that could give our stockholders the opportunity to realize a premium of the net asset value of shares of our Common Stock.

The Adviser can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

The Adviser has the right to resign under the Investment Advisory Agreement at any time upon not less than 60 days’ written notice, whether we have found a replacement or not. If the Adviser resigns, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our business, financial condition, results of operations and cash flows as well as our ability to pay distributions are likely to be adversely affected and the value of our shares may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Adviser and its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows.

The Administrator can resign on 60 days’ notice, and we may not be able to find a suitable replacement, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

The Administrator has the right to resign under the Administration Agreement at any time upon not less than 60 days’ written notice, whether we have found a replacement or not. If the Administrator resigns, we may not be able to find a new administrator or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the value of our shares may decline. In addition, the coordination of our internal management and administrative activities is likely to suffer if we are unable to identify and reach an agreement with a service provider or individuals with the expertise possessed by the Administrator. Even if we are able to retain a comparable service provider or individuals to perform such services, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows.

We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer and our portfolio may be concentrated in a limited number of industries.

We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Additionally, our portfolio may be concentrated in a limited number of industries and a downturn in any particular industry in which we are invested could significantly impact the aggregate returns we realize.

To the extent that we assume large positions in the securities of a small number of issuers or our portfolio is concentrated in a limited number of industries, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer or particular industry. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our asset diversification requirements as a RIC under the Code, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies. Although we are classified as a non-diversified investment company within the meaning of the 1940 Act, we maintain the flexibility to

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operate as a diversified investment company. To the extent that we operate as a non-diversified investment company, we may be subject to greater risk.

We may be subject to risks associated with our investments in the software industry.

Portfolio companies in the software industry are subject to a number of risks. The revenue, income (or losses) and valuations of software and other technology-related companies can and often do fluctuate suddenly and dramatically. In addition, because of rapid technological change, the average selling prices of software products have historically decreased over their productive lives. As a result, the average selling prices of software offered by our portfolio companies may decrease over time, which could adversely affect their operating results and, correspondingly, the value of any securities that we may hold. Additionally, companies operating in the software industry are subject to vigorous competition, changing technology, changing client and end-consumer needs, evolving industry standards and frequent introductions of new products and services. Our portfolio companies in the software industry could compete with companies that are larger and could be engaged in a greater range of businesses or have greater financial, technical, sales or other resources than our portfolio companies do. Our portfolio companies could lose market share if their competitors introduce or acquire new products that compete with their software and related services or add new features to existing products. Any deterioration in the results of our portfolio companies due to competition or otherwise could, in turn, materially adversely affect our business, financial condition and results of operations.

Laws and regulations regulating insurance activities are complex and could negatively affect the business of our portfolio companies in the insurance industry, which could reduce their profitability and potentially limit their growth.

We may invest portions of our portfolio in the insurance industry. The insurance industry in the United States is heavily regulated, and the insurance regulatory framework addresses, among other things: (i) granting licenses to companies and agents to transact particular business activities and (ii) regulating trade, marketing, compensation, and claims practices. Certain of our portfolio companies may be subject to laws and regulations applicable to insurance brokers and to the authority of the insurance regulators in their respective jurisdictions of operation. The cost of compliance with such regulations or any non-compliance could impose material costs on our portfolio companies and negatively affect their business, marketing practices, and budgets. Any of these factors could affect our portfolio company investments and, in turn, materially adversely affect our business, financial condition and results of operations.

Furthermore, the laws and regulations governing the sale of insurance may change in ways that adversely impact the business of our portfolio companies. These changes could impact the manner in which our portfolio companies are permitted to conduct their businesses and could result in increased expenses and/or decreased revenues as well as negatively affect their marketing practices, budgets, and overall level of business, which could adversely impact our business, financial condition, operating results and cash flows.

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.

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The liability of each of the Adviser and the Administrator is limited, and we have agreed to indemnify each against certain liabilities, which may lead them to act in a riskier manner on our behalf than each would when acting for its own account.

Under the Investment Advisory Agreement, the Adviser does not assume any responsibility to us other than to render the services called for under that agreement, and it is not responsible for any action of our Board of Directors in following or declining to follow the Adviser’s advice or recommendations. Under the terms of the Investment Advisory Agreement, the Adviser, its officers, members, personnel and any person controlling or controlled by the Adviser are not liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory Agreement, except where primarily attributable to the willful misfeasance, bad faith or gross negligence in the performance of such person’s duties or by reason of reckless disregard of the Adviser’s duties under the Investment Advisory Agreement. In addition, we have agreed to indemnify the Adviser and each of its officers, directors, members, managers and employees from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the Investment Advisory Agreement, except where primarily attributable to the willful misfeasance, bad faith or gross negligence or by reason of reckless disregard of such person’s duties under the Investment Advisory Agreement. Under the Administration Agreement, the Administrator and certain specified parties providing administrative services pursuant to that agreement are not liable to us or our stockholders for, and we have agreed to indemnify them for, any claims or losses arising out of the good faith performance of their duties or obligations under the Administration Agreement, except where primarily attributable to the willful misfeasance, bad faith or gross negligence or by reason of reckless disregard of the Administrator’s duties under the Administration Agreement. These protections may lead the Adviser or the Administrator to act in a riskier manner when acting on our behalf than it would when acting for its own account.

Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.

In November 2020, the SEC adopted a revised version of Rule 18f-4, which is designed to modernize the regulation of the use of derivatives by registered investment companies and BDCs. Among other things, Rule 18f-4 requires BDCs that use derivatives to be subject to a value-at-risk leverage limit and requires the adoption and implementation of a derivatives risk management program that is reasonably designed to identify, assess and manage its derivatives transaction trading risk, subject to certain exceptions. Additionally, subject to certain conditions, funds that do not invest heavily in derivatives may be deemed limited derivatives users and would not be subject to the full requirements of Rule 18f-4. The Company intends to operate under the limited derivatives user exemption of Rule 18f-4 and has adopted written policies and procedures reasonably designed to manage the Company’s derivatives risk pursuant to Rule 18f-4. In connection with the adoption of Rule 18f-4, the SEC also eliminated the asset segregation and cover framework arising from prior SEC guidance for covering derivatives and certain financial instruments. Compliance with Rule 18f-4 will be required in August 2022. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.

Risks Relating to Our Investments

Limitations of investment due diligence expose us to investment risk.

Our due diligence may not reveal all of a portfolio company’s liabilities and may not reveal other weaknesses in its business. We can offer no assurance that our due diligence processes will uncover all relevant facts that would be material to an investment decision. Before making an investment in, or a loan to, a company, our Adviser will assess the strength and skills of the company’s management and other factors that it believes are material to the performance of the investment.

In making the assessment and otherwise conducting customary due diligence, our Adviser will rely on the resources available to it and, in some cases, an investigation by third parties. This process is particularly

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important and highly subjective with respect to newly organized entities because there may be little or no information publicly available about the entities.

We may make investments in, or loans to, companies which are not subject to public company reporting requirements including requirements regarding preparation of financial statements and our portfolio companies may utilize divergent reporting standards that may make it difficult for the Adviser to accurately assess the prior performance of a portfolio company. We will, therefore, depend upon the compliance by investment companies with their contractual reporting obligations. As a result, the evaluation of potential investments and our ability to perform due diligence on, and effectively monitor investments, may be impeded, and we may not realize the returns which we expect on any particular investment. In the event of fraud by any company in which we invest or with respect to which we make a loan, we may suffer a partial or total loss of the amounts invested in that company.

Our debt investments may be risky and we could lose all or part of our investments.

The debt instruments in which we invest are typically not rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB–” by Fitch Ratings or lower than “BBB–” by Standard & Poor’s Ratings Services), which under the guidelines established by these entities is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Therefore, our investments may result in an above average amount of risk and volatility or loss of principal.

Defaults by our portfolio companies will harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its debt financing and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company. In addition, lenders in certain cases can be subject to lender liability claims for actions taken by them when they become too involved in the borrower’s business or exercise control over a borrower. It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken if we render managerial assistance to the borrower.

Economic recessions or downturns could impair our portfolio companies and defaults by our portfolio companies will harm our operating results.

Many of our portfolio companies are susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. Therefore, our non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing our investments and harm our operating results. For more information, see “— We are operating in a period of capital markets volatility 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.”

Inflation and supply chain risk could adversely impact our portfolio companies and our results of our operations.

Economic activity has accelerated across sectors and regions in recent periods. Nevertheless, due to global supply chain issues, a rise in energy prices, strong consumer demand and other factors, inflation has accelerated in the U.S. and globally. Higher inflation is likely to continue in the near to medium-term,

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particularly in the U.S., with the possibility that monetary policy could continue to tighten in response. Persistent inflationary pressures could affect our portfolio companies’ profit margins.

We may hold the debt securities of distressed companies that may enter into bankruptcy proceedings.

Companies that are financially distressed due to leverage or other factors may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by an issuer may adversely and permanently affect the issuer. If the proceeding is converted to a liquidation, the value of the issuer may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. The administrative costs of a bankruptcy proceeding are frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial.

Depending on the facts and circumstances of our investments and the extent of our involvement in the management of a portfolio company, upon the bankruptcy of a portfolio company, a bankruptcy court may recharacterize our debt investments as equity interests and subordinate all or a portion of our claim to that of other creditors. This could occur even though we may have structured our investment as senior debt.

Our investments in private, middle-market portfolio companies are risky, and you could lose all or part of your investment.

Investments in private, middle-market companies involve a number of significant risks. Generally, little public information exists about these companies, and we rely on the ability of the Adviser’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. Further, these companies may not have third-party debt ratings or audited financial statements. We must therefore rely solely on the ability of the Adviser to obtain adequate information through due diligence to evaluate the creditworthiness and potential returns from investing in these companies, which information may not include all information or resources which may be available from other areas of Morgan Stanley. If the Adviser is unable to uncover all material information about these companies, it may not make a fully informed investment decision, and we may lose money on our investments. Middle-market companies generally have less predictable operating results and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. Middle-market companies may have limited financial resources, may have difficulty accessing the capital markets to meet future capital needs and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with our investment. In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally, middle-market companies are more likely to depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us. Middle-market companies also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. In addition, our executive officers, directors and the Adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments.

Subordinated liens on collateral securing debt investments that we will make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.

Certain debt investments that we make in portfolio companies will be secured on a second priority basis by the same collateral securing senior debt of such companies. The first priority liens on the collateral

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will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the debt. The holders of obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the debt obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the debt obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any. Similarly, investments in “last out” pieces of tranched first lien loans will be similar to second lien loans in that such investments will be junior in priority to the “first out” piece of the same tranched loan with respect to payment of principal, interest and other amounts.

We may also make unsecured debt investments in portfolio companies, meaning that such investments will not benefit from any interest in collateral of such companies. Liens on such portfolio companies’ collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured debt agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured debt obligations after payment in full of all secured debt obligations. If such proceeds were not sufficient to repay the outstanding secured debt obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.

The rights we may have with respect to the collateral securing the debt investments we make in our portfolio companies with senior debt outstanding, or first-out pieces of tranched first lien debt, may also be limited pursuant to the terms of one or more inter-creditor agreements that we enter into with the holders of senior debt. Under such an inter-creditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. We may not have the ability to control or direct such actions, even if our rights are adversely affected.

Certain loans in our portfolio may consist of “covenant-lite” loans. Generally, covenant-lite loans permit borrowers more opportunity to negatively impact lenders because such loans may not require the borrower to maintain debt service or other financial ratios and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. Accordingly, to the extent we invest in covenant-lite loans, we may have less protection from borrower actions and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. Ownership of covenant-lite loans may expose us to different risks, including with respect to liquidity, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants. As of September 30, 2022, 18% of our portfolio, measured as percent of gross commitments, is in loans that are considered “covenant-lite.”

The lack of liquidity in our investments may adversely affect our business.

Our investments will be illiquid in most cases, and we can offer no assurance that we will be able to realize on such investments in a timely manner. A substantial portion of our investments in leveraged

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companies are and will be subject to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, the Adviser or any of its affiliates have material nonpublic information regarding such portfolio company.

In addition, we generally expect to invest in securities, instruments and assets that are not, and are not expected to become, publicly traded. We will generally not be able to sell securities publicly unless the sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available.

Investments may be illiquid and long-term. Illiquidity may result from the absence of an established or liquid market for investments as well as legal and contractual restrictions on their resale by us. It is generally expected that we will hold assets to maturity, and the amount of “discretionary sales” of investments generally will be limited. Our investment in illiquid investments may restrict its ability to dispose of investments in a timely fashion and for a fair price. Furthermore, we likely will be limited in our ability to sell investments because Morgan Stanley may have material, non-public information regarding the issuers of such loans or investments or as a result of measures established by Morgan Stanley in order to comply with applicable law, regulatory restrictions or internal policies or procedures, including without limitation joint transaction restrictions pursuant to the 1940 Act. This limited ability to sell investments could materially adversely affect our investment results. As a result, our exposure to losses, including a potential loss of principal, as a result of which you could potentially lose all or a portion of your investment in us, may be increased due to the illiquidity of our investments generally.

In certain cases, we may also be prohibited by contract from selling our investments for a period of time or otherwise be restricted from disposing of our investments. Furthermore, certain types of investments expected to be made may require a substantial length of time to realize a return or fully liquidate. We may exit some investments through distributions in kind to the common stockholders, after which such you will still bear the risks associated with holding the securities and must make your own disposition decisions.

Given the nature of the investments contemplated by the Company, there is a material risk that we will be unable to realize our investment objectives by sale or other disposition at attractive prices or will otherwise be unable to complete any exit strategy. In particular, this risk could arise from changes in the financial condition or prospects of the portfolio company in which the investment is made, changes in national or international economic conditions, changes in debt and equity capital markets and changes in laws, regulations, fiscal policies or political conditions of countries in which investments are made.

In connection with the disposition of an investment in a portfolio company, we may be required to make representations about the business and financial affairs of the portfolio company, or may be responsible for the contents of disclosure documents under applicable securities laws. We may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out to be incorrect, inaccurate or misleading. These arrangements may result in contingent liabilities, for which we may establish reserves or escrows. However, we can offer no assurance that we will adequately reserve for our contingent liabilities and that such liabilities will not have an adverse effect on us. Such contingent liabilities might ultimately have to be funded by proceeds, including the return of capital, from our other investments.

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by our Valuation Designee, under the supervision of our Board of Directors. As part of the valuation process, we may take into account the following types of factors, if relevant, in determining the fair value of our investments:

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a comparison of the portfolio company’s securities to publicly traded securities;

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the enterprise value of the portfolio company;

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the nature and realizable value of any collateral;

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the portfolio company’s ability to make payments and its earnings and discounted cash flow;

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the markets in which the portfolio company does business; and

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the changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. We record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in our portfolio. The effect of all of these factors on our portfolio may reduce our net asset value by increasing net unrealized depreciation in our portfolio. Any unrealized losses in our portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected loans. Depending on market conditions, we could incur substantial realized losses and ultimately experience reductions of our income available for distribution in future periods. We may also suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, decreases in the market value or fair value of our investments will reduce our net asset value.

Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity, and rising interest rates may make it more difficult for portfolio companies to make periodic payments on their loans.

Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity. This risk and the risk of default is increased to the extent that the loan documents do not require the portfolio companies to pay down the outstanding principal of such debt prior to maturity. In addition, if general interest rates rise, there is a risk that our portfolio companies will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. Investments with a deferred interest feature, such as OID and PIK interest, could represent a higher credit risk than investments that must pay interest in full in cash on a regular basis. Any failure of one or more portfolio companies to repay or refinance its debt at or prior to maturity or the inability of one or more portfolio companies to make ongoing payments following an increase in contractual interest rates could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our portfolio companies may prepay loans, which may reduce our yields if capital returned cannot be invested in transactions with equal or greater expected yields.

The loans in our investment portfolio may be prepaid at any time, generally with little advance notice. Whether a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that allow such company the ability to replace existing financing with less expensive capital. As market conditions change, we do not know when, and if, prepayment may be possible for each portfolio company. In some cases, the prepayment of a loan may reduce our achievable yield if the capital returned cannot be invested in transactions with equal or greater expected yields, which could have a material adverse effect on our business, financial condition and results of operations.

Our investments in portfolio companies may expose us to environmental risks.

We may invest in portfolio entities that are subject to changing and increasingly stringent environmental and health and safety laws, regulations and permit requirements and environmental costs that could place increasing financial burdens on such portfolio entities. Required expenditures for environmental compliance

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may adversely impact investment returns on portfolio entities. The imposition of new environmental and other laws, regulations and initiatives could adversely affect the business operations and financial stability of portfolio entities.

There can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. New and more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on portfolio investment or potential investments. Compliance with such current or future environmental requirements does not ensure that the operations of the portfolio investments will not cause injury to the environment or to people under all circumstances or that the portfolio investments will not be required to incur additional unforeseen environmental expenditures. Moreover, failure to comply with any such requirements could have a material adverse effect on an investment, and we can offer no assurance that the portfolio investments will at all times comply with all applicable environmental laws, regulations and permit requirements.

Additionally, our portfolio companies may be subject to certain so-called sustainability risks, or environmental, social and governance, or ESG, events or conditions that, if they occur, could cause an actual or potential material impact on the value of the Company, including, but not limited to, the following:

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Natural resource risks including rising costs from resource scarcity or resource usage taxes and systemic risk from biodiversity loss;

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Pollution and waste risks including liabilities associated with contamination and waste management costs;

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Human capital risks include declining employee productivity, attrition and turnover costs, pandemics and supply chain reputational risks or disruption;

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Community risks factors including loss of license to operate, operational disruptions caused by protests or boycotts and systematic inequality and instability;

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Security and safety risks such as consumer security, data privacy and security; and

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Other climate-related conditions and events that present risks related to the physical impacts of the climate and risks related to a potential transition to a lower carbon economy.

We have not yet identified all of the portfolio company investments we will acquire and we may have difficulty sourcing investment opportunities.

We have not yet identified all of the potential investments for our portfolio that we will acquire with the proceeds of this offering, and we cannot assure investors that we will be able to locate a sufficient number of suitable investment opportunities to allow us to deploy all available capital successfully. Privately negotiated investments in loans and illiquid securities of private, middle-market companies require substantial due diligence and structuring, and we cannot assure you that we will achieve our anticipated investment pace. As a result, investors will be unable to evaluate any future portfolio company investments prior to purchasing our shares. The Adviser selects all of our investments, and our stockholders will have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our securities. Until such appropriate investment opportunities can be found, we may also invest the net proceeds in cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less from the date of investment. We expect these temporary investments to earn yields substantially lower than the income that we expect to receive in respect of our targeted investment types. As a result, any distributions we make during this period may be substantially smaller than the distributions that we expect to pay when our portfolio is fully invested. To the extent we are unable to deploy all available capital, our investment income and, in turn, our results of operations, will likely be materially adversely affected. There is no assurance that we will be able to consummate investment transactions or that such transactions will be successful.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to:

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increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company;

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exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or

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preserve or enhance the value of our investment.

We have discretion to make follow-on investments, subject to the availability of capital resources and certain limitations on co-investment with affiliates under the 1940 Act. Failure on our part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful portfolio company. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because of regulatory or other considerations. Our ability to make follow-on investments may also be limited by the Adviser’s allocation policies and procedures.

Because we generally do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.

To the extent that we do not hold controlling equity interests in portfolio companies, we will have a limited ability to protect our position in such portfolio companies. We may also co-invest with third parties through partnerships, joint ventures or other entities. Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co-investor may have economic or business interests or goals that are inconsistent with ours or may be in a position to take (or block) action in a manner contrary to our investment objective. In those circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to such investments, including incentive compensation arrangements.

We can offer no assurance that portfolio company management will be able to operate their companies in accordance with our expectations.

The day-to-day operations of each portfolio company in which we invest will be the responsibility of that portfolio company’s management team. Although we will be responsible for monitoring the performance of each investment and generally intend to invest in portfolio companies operated by strong management, we can offer no assurance that the existing management team, or any successor, will be able to operate any such portfolio company in accordance with our expectations. We can offer no assurance that a portfolio company will be successful in retaining key members of its management team, the loss of whom could have a material adverse effect on us. Although we generally intend to invest in companies with strong management teams and defensible market positions, we can offer no assurance that the existing management of such companies will continue to operate a company successfully.

We may invest a portion of our capital in second lien and subordinated loans issued by our portfolio companies. Our portfolio companies may have, or be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. Such subordinated investments are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high debt-to-equity ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the securities in which we invest. These debt instruments would usually prohibit the portfolio companies from paying interest on or repaying our investments in the event of and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio

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company, holders of securities ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us where we are junior creditor. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. Similarly, investments in “last out” pieces of tranched first lien loans will be similar to second lien loans in that such investments will be junior in priority to the “first out” piece of the same tranched first lien loan with respect to payment of principal, interest and other amounts. We can offer no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens or the “last out” pieces of the tranched first lien loans after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens or the “last out” pieces of unitranche loans, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.

We may make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. Liens on a portfolio company’s collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all loans secured by collateral. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.

The rights we may have with respect to the collateral securing any junior priority loans, including any “last out” pieces of tranched first lien loans, we make to our portfolio companies may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into (or the absence of an intercreditor agreement) with the holders of senior debt. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens:

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the ability to cause the commencement of enforcement proceedings against the collateral;

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the ability to control the conduct of such proceedings;

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the approval of amendments to collateral documents;

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releases of liens on the collateral; and

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waivers of past defaults under collateral documents.

We may not have the ability to control or direct such actions, even if our rights as junior lenders are adversely affected.

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We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient.

In the event of a default by a portfolio company on a secured loan, we will only have recourse to the assets collateralizing the loan. If the underlying collateral value is less than the loan amount, we will suffer a loss. In addition, we may make loans that are unsecured, which are subject to the risk that other lenders may be directly secured by the assets of the portfolio company. In the event of a default, those collateralized lenders would have priority over us with respect to the proceeds of a sale of the underlying assets. In cases described above, we may lack control over the underlying asset collateralizing our loan or the underlying assets of the portfolio company prior to a default, and as a result the value of the collateral may be reduced by acts or omissions by owners or managers of the assets.

In the event of bankruptcy of a portfolio company, we may not have full recourse to its assets in order to satisfy our loan, or our loan may be subject to “equitable subordination.” This means that depending on the facts and circumstances, including the extent to which we actually provided significant “managerial assistance,” if any, to that portfolio company, a bankruptcy court might re-characterize our debt holding and subordinate all or a portion of our claim to that of other creditors. In addition, certain of our loans are subordinate to other debt of the portfolio company. If a portfolio company defaults on our loan or on debt senior to our loan, or in the event of a portfolio company bankruptcy, our loan will be satisfied only after the senior debt receives payment. Where debt senior to our loan exists, the presence of inter-creditor arrangements may limit our ability to amend our loan documents, assign our loans, accept prepayments, exercise our remedies (through “standstill” periods) and control decisions made in bankruptcy proceedings relating to the portfolio company. Bankruptcy and portfolio company litigation can significantly increase collection losses and the time needed for us to acquire the underlying collateral in the event of a default, during which time the collateral may decline in value, causing us to suffer losses.

If the value of collateral underlying our loan declines or interest rates increase during the term of our loan, a portfolio company may not be able to obtain the necessary funds to repay our loan at maturity through refinancing. Decreasing collateral value and/or increasing interest rates may hinder a portfolio company’s ability to refinance our loan because the underlying collateral cannot satisfy the debt service coverage requirements necessary to obtain new financing. If a borrower is unable to repay our loan at maturity, we could suffer a loss which may adversely impact our financial performance.

We may be subject to risks under hedging transactions and may become subject to risks if we invest in foreign securities.

We may invest in non-U.S. companies to the limited extent such investments are permitted under the 1940 Act. We expect that these investments would focus on the same types of investments that we make in U.S. middle-market companies. Investing in securities of non-U.S. companies involves many risks including economic, social, political, financial, tax and security conditions, potential inflationary economic environments, regulation by foreign governments, different accounting standards and political uncertainties. These factors could include changes in economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to the non-U.S. company or investments in their securities and the possibility of fluctuations in the rate of exchange between currencies.

We may engage in hedging transactions to the limited extent such transactions are permitted under the 1940 Act and applicable commodities laws. Engaging in hedging transactions or investing in foreign securities would entail additional risks to our stockholders. We could, for example, use instruments such as interest rate swaps, caps, collars and floors and, if we were to invest in foreign securities, we could use instruments such as forward contracts or currency options and borrow under a credit facility in currencies selected to minimize our foreign currency exposure. In each such case, we generally would seek to hedge against fluctuations of the relative values of our portfolio positions from changes in market interest rates or currency exchange rates. Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of the positions declined. However, such hedging could establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions could also limit the opportunity for gain if the values of the underlying portfolio positions increased. Moreover, it might not be possible to hedge against an exchange rate or interest rate fluctuation

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that was so generally anticipated that we would not be able to enter into a hedging transaction at an acceptable price. Use of a hedging transaction could involve counterparty credit risk.

The success of any hedging transactions we may enter into will depend on our ability to correctly predict movements in currencies and interest rates. Therefore, while we may enter into hedging transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates could result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged could vary. Moreover, for a variety of reasons, we might not seek to (or be able to) establish a perfect correlation between the hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation could prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it might not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations. Our ability to engage in hedging transactions may also be adversely affected by rules adopted by the Commodity Futures Trading Commission, or the CFTC.

We may not realize gains from our equity investments.

When we invest in unitranche, second lien and subordinated loans, we may acquire warrants or other equity securities of portfolio companies as well. We may also invest in equity securities directly. To the extent we hold equity investments, we will seek to dispose of them and realize gains upon our disposition of them. However, the equity interests we receive may not appreciate in value and may decline in value. As a result, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

We may be subject to risks to the extent we provide managerial assistance to our portfolio companies.

To the extent we participate substantially in the conduct of the management of certain of our portfolio companies, such as designating directors to serve on the boards of directors of certain portfolio companies, such designation of representatives and other measures contemplated could expose our assets to claims by a portfolio company in which we invest, its security-holders and its creditors, including claims that we are a controlling person and thus are liable for securities laws violations of a portfolio company. These measures also could result in certain liabilities in the event of the bankruptcy or reorganization of a portfolio company, could result in claims against us if a designated director violates their fiduciary or other duties to a portfolio company or fail to exercise appropriate levels of care under applicable corporate or securities laws, environmental laws or other legal principles, and could expose us to claims that we have interfered in management to the detriment of a portfolio company.

Risks Relating to this Offering and an Investment in our Common Stock

Prior to this offering, there has been no public market for shares of our Common Stock, and we cannot assure you that a market for shares of our Common Stock will develop or that the market price of shares of our Common Stock will not decline following the offering.

Our Common Stock has no history of public trading. We have applied to list our Common Stock on The New York Stock Exchange under the symbol “[•].” We cannot assure you that a trading market will develop for our Common Stock after this offering or, if one develops, that such trading market can be sustained. In addition, we cannot predict the prices at which our Common Stock will trade. The offering price for our Common Stock will be determined through our negotiations with the underwriters and may not bear any relationship to the market price at which it may trade after this offering. Shares of companies offered in an initial public offering often trade at a discount to the initial offering price due to underwriting discounts and commissions and related offering expenses. Also, shares of closed-end investment companies, including BDCs, frequently trade at a discount from NAV and our Common Stock may also be discounted in the market. This characteristic of closed-end investment companies is separate and distinct from the risk that our NAV per share may decline. We cannot predict whether our Common Stock will trade at, above or below NAV. The risk of loss associated with this characteristic of closed-end management investment

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companies may be greater for investors expecting to sell shares of Common Stock purchased in the offering soon after the offering. In addition, if our Common Stock trades below its NAV, we will generally not be able to sell additional shares of our Common Stock to the public at its market price without, among other things, the requisite stockholders approve such a sale.

The market price of our Common Stock may be volatile and may fluctuate significantly.

The market price and liquidity of the market for our Common Stock that will prevail in the market after this offering may be higher or lower than the price you pay and may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

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Significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;

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Price and volume fluctuations in the overall stock market from time to time;

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The inclusion or exclusion of our Common Stock from certain indices;

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Changes in the value of our portfolio of investments and derivative instruments as a result of changes in market factors, such as interest rate shifts, and also portfolio specific performance, such as portfolio company defaults, among other reasons;

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Changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;

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Loss of RIC tax treatment or BDC status;

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Distributions that exceed our net investment income and net income as reported according to U.S. GAAP;

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Changes in earnings or variations in operating results;

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Changes in accounting guidelines governing valuation of our investments;

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Any shortfall in revenue or net income or any increase in losses from levels expected by investors;

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Inability of the Adviser to employ additional experienced investment professionals or the departure of any of the Adviser’s key personnel;

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General economic trends and other external factors;

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Escalation of tensions and conflicts in Europe and elsewhere, including in Ukraine, and disruptions in local, regional, national and global markets and economies affected thereby, including the potential for volatility in energy prices and its impact on the industries in which we invest;

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Elevating levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;

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The impact of supply chain constraints on our portfolio companies and the global economy;

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Loss of a major funding source;

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The impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; and

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The economic and other impacts of disease outbreaks, pandemics, or any other serious public health concern, such as the Coronavirus pandemic, in the United States as well as worldwide.

There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of capital.

We intend to make periodic distributions to our stockholders out of assets legally available for distribution. We may fund our cash distributions to stockholders from any sources of funds available to us, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and fee and

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expense reimbursement waivers from the Adviser or the Administrator, if any. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this prospectus.

Due to the asset coverage test applicable to us under the 1940 Act as a BDC, we may be limited in our ability to make distributions. To the extent we make distributions to stockholders that include a return of capital, such portion of the distribution essentially constitutes a return of the stockholder’s investment. Although such return of capital may not be taxable, such distributions may increase an investor’s tax liability for capital gains upon the future sale of our Common Stock. A return of capital distribution may cause a stockholder to recognize a capital gain from the sale of our Common Stock even if the stockholder sells its shares for less than the original purchase price.

Investing in our Common Stock may involve an above average degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore, an investment in our shares may not be suitable for someone with lower risk tolerance. In addition, our Common Stock is intended for long-term investors who can accept the risks of investing primarily in illiquid loans and other debt or debt-like instruments and should not be treated as a trading vehicle.

We have not established any limit on the amount of funds we may use from available sources, such as borrowings, if any, or proceeds from any offering of securities, to fund dividends (which may reduce the amount of capital we ultimately invest in assets).

Stockholders should understand that any distributions made from sources other than cash flow from operations or relying on fee or expense reimbursement waivers, if any, from the Adviser of the Administrator are not based on our investment performance and can only be sustained if we achieve positive investment performance in future periods and/or the Adviser or the Administrator continues to make such expense reimbursements, if any. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan, how quickly we invest the proceeds from any securities offerings and the performance of our investments. There can be no assurance that we will achieve such performance in order to sustain these distributions or be able to pay distributions at all. The Adviser and the Administrator have no obligation to waive fees or receipt of expense reimbursements, if any.

Sales of substantial amounts of our Common Stock in the public market may have an adverse effect on the market price of our Common Stock.

Upon completion of this offering, we will have shares of Common Stock outstanding (or shares of Common Stock if the underwriters’ option to purchase additional shares is fully exercised). The shares of Common Stock sold in the offering will be freely tradable without restriction or limitation under the Securities Act.

Following this offering and the expiration of applicable lock-up periods, sales of substantial amounts of our Common Stock, or the availability of such shares for sale, could adversely affect the prevailing market prices for our Common Stock. If this occurs and continues, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so.

Investors in this offering may experience immediate dilution upon the closing of the offering.

If you purchase shares of our Common Stock in this offering, you may experience immediate dilution if the price that you pay is greater than the pro forma NAV per share of the Common Stock you acquire. Investors in this offering could pay a price per share of Common Stock that exceeds the tangible book value per share after the closing of the offering. Assuming an initial public offering price of $ per share (the mid-point of the estimated initial public offering price range as set forth on the cover of this prospectus), purchasers in this offering will experience immediate dilution of approximately $ per share. See “Dilution.”

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Our stockholders may experience dilution in their ownership percentage.

Our stockholders do not have preemptive rights to purchase any shares of our Common Stock we issue in the future. To the extent that we issue additional equity interests at or below net asset value your percentage ownership interest in us may be diluted. In addition, depending upon the terms and pricing of any future sales of Common Stock and the value of our investments, you may also experience dilution in the book value and fair value of your shares of Common Stock.

Under the 1940 Act, we generally are prohibited from issuing or selling shares of our Common Stock at a price below net asset value per share, which may be a disadvantage as compared with certain public companies. We may, however, sell shares of our Common Stock, or warrants, options, or rights to acquire shares of our Common Stock, at a price below the current net asset value of shares of our Common Stock if our Board of Directors determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders, including a majority of those stockholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the fair value of such securities (less any distributing commission or discount). If we raise additional funds by issuing shares of our Common Stock or senior securities convertible into, or exchangeable for, shares of our Common Stock, then the percentage ownership of our stockholders at that time will decrease and you will experience dilution.

Our stockholders will experience dilution in their ownership percentage if they do not opt in to our DRIP.

We have an “opt in” DRIP pursuant to which all distributions declared will be payable in cash unless stockholders elect to receive their distributions in shares of our Common Stock. As a result, our stockholders that do not “opt in” to our DRIP will experience dilution in their ownership percentage of our Common Stock over time. See “Dividend Reinvestment Plan” for a description of our dividend policy and obligations.

Our stockholders may receive shares of our Common Stock as dividends, which could result in adverse tax consequences to them.

In order to satisfy the Annual Distribution Requirement applicable to RICs, we will have the ability to declare a large portion of a dividend in shares of our Common Stock instead of in cash. Revenue procedures issued by the Internal Revenue Service, or the IRS, allow a publicly offered regulated investment company (as defined above) to distribute its own stock as a dividend for the purpose of fulfilling its distribution requirements, if certain conditions are satisfied. As long as a portion of such dividend is paid in cash (which portion may be as low as 20% of such dividend) and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though most of the dividend was paid in shares of our Common Stock.

We may use proceeds of this offering in a way with which you may not agree.

We will have significant flexibility in applying the proceeds of this offering and may use the net proceeds from this offering in ways with which you may not agree, or for purposes other than those contemplated at the time of this offering. We will also pay operating expenses, and may pay other expenses such as due diligence expenses of potential new investments, from the net proceeds of this offering. Our ability to achieve our investment objectives may be limited to the extent that net proceeds of this offering, pending full investment, are used to pay expenses rather than to make investments.

We may in the future determine to issue preferred stock, which could adversely affect the value of shares of Common Stock.

The issuance of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could make an investment in shares of Common Stock less attractive. In addition, the dividends on any preferred stock we issue must be cumulative. Payment of dividends and repayment of the liquidation preference of preferred stock must take preference

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over any distributions or other payments to holders of Common Stock, and holders of preferred stock are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred stock that converts into shares of Common Stock). In addition, under the 1940 Act, preferred stock would constitute a “senior security” for purposes of the 150% asset coverage test.

Our stockholders may be subject to filing requirements under the Exchange Act as a result of an investment in us.

Because our Common Stock is registered under the Exchange Act, ownership information for any person who beneficially owns 5% or more of our Common Stock must be disclosed in a Schedule 13G or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over the securities. Although we will provide in our quarterly financial statements the amount of outstanding stock and the amount of the investor’s stock, the responsibility for determining the filing obligation and preparing the filing remains with the investor. In addition, owners of 10% or more of our Common Stock are subject to reporting obligations under Section 16(a) of the Exchange Act.

Our stockholders may be subject to the short-swing profits rules under the Exchange Act as a result of an investment in us.

Persons with the right to appoint a director or who hold 10% or more of a class of our shares may be subject to Section 16(b) of the Exchange Act, which recaptures for the benefit of the issuer profits from the purchase and sale of registered stock within a six-month period.

Sale of shares of our Common Stock by MS Credit Partners Holdings may negatively impact our performance and the price of our Common Stock.

MS Credit Partners Holdings, a wholly owned subsidiary of Morgan Stanley and an affiliate of our Adviser, has as of [ ], 2022 invested $[ ] million in the Company pursuant to a subscription agreement. However, MS Credit Partners Holdings is not obligated to maintain its investment in the Company and MS Credit Partners Holdings may decide to dispose of its shares of our Common Stock, following the expiration of any applicable lock-up period. To the extent such disposition is permissible, sales of substantial amounts of our Common Stock, or the perception that such sales could occur, could adversely affect the prevailing market prices for our Common Stock. If these sales occur, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so. We cannot predict what effect, if any, future sales of securities, or the availability of securities for future sales, will have on the market price of our Common Stock prevailing from time to time. Morgan Stanley has no obligation, contractual or otherwise, to financially support us and the subscription agreement entered into by MS Credit Partners Holdings terminates as of the closing of this offering. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — MS Credit Partners Holdings Investment.”

General Risk Factors

We are operating in a period of capital markets volatility 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.

From time to time, capital markets may experience periods of volatility and instability for a variety of reasons. We are currently operating in a period of market volatility, as a result of, among other factors, elevated levels of inflation and following a period of uncertainty as a result of the Coronavirus pandemic. Uncertainty remains as to the probability of, and length and depth of a global recession and the impact of actions taken by the Federal Reserve, foreign central banks and other U.S. and global governmental entities or the impact of the Coronavirus pandemic or other public health concerns. Government spending, government policies, including recent increases in certain interest rates by the Federal Reserve, and disruptions in supply chains in the United States and elsewhere, whether in response to the Coronavirus

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pandemic or otherwise, in conjunction with other factors have led and could continue to lead to a continued inflationary economic environment that could affect the Company’s portfolio companies, the Company’s financial condition and the Company’s results of operations. In addition to the factors described above, other factors described herein that may affect market, economic and geopolitical conditions, and thereby adversely affect the Company including, without limitation, economic slowdown in the United States and internationally, changes in interest rates and/or a lack of availability of credit in the United States and internationally, commodity price volatility and changes in law and/or regulation, and uncertainty regarding government and regulatory policy. The full impact of any such risks is uncertain and difficult to predict.

Capital markets volatility and instability have also occurred in the past and may occur in the future. For example, from 2008 to 2009, the global capital markets were unstable as evidenced by the lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure of major financial institutions. Despite actions of the U.S. federal government and various foreign governments, these events contributed to worsening general economic conditions that materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and financial services firms in particular. There have been more recent periods of volatility and there can be no assurance that adverse market conditions will not repeat themselves in the future. Furthermore, uncertainty between the United States and other countries with respect to trade policies, treaties and tariffs, among other factors, have caused volatility in the global markets, and we cannot assure you that these market conditions will not continue or worsen in the future. Terrorist acts, acts of war, natural disasters, or disease outbreaks, pandemics or other public health crises may cause periods of market instability and volatility and may disrupt the operations of us and our portfolio companies for extended periods of time. If similar adverse and volatile market conditions repeat in the future, we and other companies in the financial services sector may have to access, if available, alternative markets for debt and equity capital in order to grow. Equity capital may be particularly difficult to raise during periods of adverse or volatile market conditions because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of Common Stock at a price less than the net asset value per share without first obtaining approval for such issuance from our stockholders and our Board of Directors, including all of our directors who are not “interested persons” of the Company, as defined in the 1940 Act.

Moreover, the re-appearance of market conditions similar to those experienced from 2008 through 2009 for any substantial length of time or worsened market conditions, including as a result of U.S. government shutdowns or the perceived creditworthiness of the United States, could make it difficult for us to borrow money or to extend the maturity of or refinance any indebtedness we may have under similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if any, may be at a higher cost and on less favorable terms and conditions than would currently be available. If we are unable to raise or refinance debt, stockholders may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies.

Given the periods of extreme volatility and dislocation in the capital markets from time to time, many BDCs have faced, and may in the future face, a challenging environment in which to raise or access capital. In addition, significant changes in the capital markets, including the extreme volatility and disruption over the past several years, has had, and may in the future have, a negative effect on asset valuations and on the potential for liquidity events. While most of our investments will not be publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through to maturity). As a result, volatility in the capital markets can adversely affect the valuations of our investments. Further, the illiquidity of our investments may make it difficult for us to sell such investments to access capital if required. As a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. In addition, a prolonged period of market illiquidity may cause us to reduce the volume of loans and debt securities we originate and/or fund and adversely affect the value of our portfolio investments, which could have a material and adverse effect on our business, financial condition, results of operations and cash flows. An inability to raise or access capital could have a material adverse impact on our business, financial condition or results of operations.

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New or modified laws or regulations governing our or Morgan Stanley’s operations may adversely affect our business.

We and certain of our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, may change from time to time, including as the result of interpretive guidance or other directives from the relevant government agencies charged with implementing those laws and regulations, and new laws, regulations and interpretations may also come into effect. For example, because a Morgan Stanley affiliate is acting as the Adviser and Morgan Stanley has a 5% or greater voting investment in us, we are subject to the certain federal banking and financial requirements, including the Bank Holding Company Act of 1956, as amended, or the BHCA, regulations of the Federal Reserve, and certain provisions of the Dodd-Frank Act. See “Regulation as a Business Development Company — Bank Holding Company Act and Dodd Frank and Volcker Rule Disclosure.” Because we are controlled by Morgan Stanley for purposes of the BHCA, we must generally comply with the investment and activity restrictions applicable to Morgan Stanley under the BHCA. Such restrictions may place certain limitations on our ability to engage in activities or make investments in companies. For instance, the BHCA permits a bank holding company, or BHC, as well as any non-bank affiliate of such BHC, to make investment representing less than 5% of any class of voting shares of another company so long as that investment is otherwise non-controlling under the BHCA. The BHCA also permits well-capitalized, well-managed BHCs that have elected to be treated as a FHC to engage in expanded “financial in nature” activities without prior approval of the Federal Reserve. Such financial in nature activities include bona fide merchant banking activities, so long as (i) the FHC holds its merchant banking investments only for a period of time sufficient to enable the sale or disposition thereof on a reasonable basis (generally no more than 10 years) and (ii) the FHC does not routinely manage or operate the companies in which it invests except as necessary or required to obtain a reasonable return on its investment. The BHCA does not, however, require Morgan Stanley to financially support us.

Similarly, the Volcker Rule generally restricts any banking entity (which includes Morgan Stanley and most affiliates of Morgan Stanley, including us as a BDC controlled by Morgan Stanley) from engaging in “proprietary trading” as well as from acquiring or retaining any “ownership interest” in a “covered fund”, in each case unless the investment or activity is conducted in accordance with an exclusion or exemption. The Volcker Rule also generally prohibits certain transactions between a banking entity and any of its affiliates, on the one hand, and a covered fund for which the banking entity or any of its affiliates serves, directly or indirectly, as the investment manager, investment adviser, or that the banking entity or any of its affiliates sponsors in connection with organizing and offering that fund (or with any other covered fund that is controlled by such fund, on the other hand. It is not certain how all aspects of the Volcker Rule will be interpreted and applied, or what the impact of the Volcker Rule will have on us. In addition, the restrictions and limitation on Morgan Stanley and us may change in the future as the Federal Reserve and other agencies consider whether and how to revise and apply the Volcker Rule. We believe that we may perform our activities and services without violation of applicable U.S. banking laws and regulations. However, it is possible that future changes or clarifications in the BHCA and Volcker Rule, as well as judicial or administrative decisions or interpretations of present of future laws or regulations, could restrict (or possibly prevent) our ability to continue to conduct our operations as currently contemplated. In such event, we, the Adviser and/or Morgan Stanley may agree to make certain amendments or changes to the extent necessary to permit the Adviser to continue to provide services to us, while enabling us to continue to achieve our purposes and objectives.

These regulations and any future legislative and regulatory proposals, as well as future interpretations of existing rules, that are directed at the financial services industry, including those that may be proposed or pending in the U.S. Congress, may negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. Laws that apply to us, either now or in the future, are often highly complex and may include licensing requirements. The licensing process can be lengthy and can be expected to subject us to increased regulatory oversight. Failure, even if unintentional, to comply fully with applicable laws may result in sanctions, fines or limitations on the ability of the Company or the Adviser to do business in the relevant jurisdiction or to procure required licenses in other jurisdictions, all of which could

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have a material adverse effect on us. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of our business and may be subject to civil fines and criminal penalties.

Additionally, changes to the laws and regulations governing our operations, including those associated with RICs and BDCs, may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities, or to comply with additional restrictions on our investments or capital structure, or result in the imposition of corporate-level taxes on us. Such changes could result in material differences to our strategies and plans and may shift our investment focus from the areas of expertise of the Adviser to other types of investments in which the Adviser may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment. The Adviser currently acts pursuant to an exemption from registration as a commodity trading advisor with the CFTC. These requirements restrict the types of commodity investment strategies that the Adviser can pursue while remaining exempt, and if the Adviser were to seek other investment strategies that required it to register with the CFTC, that registration would increase their, and therefore our, costs. In addition, new legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our stockholders of such qualification, or could have other adverse consequences. Stockholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.

In addition, certain regulations applicable to debt securitizations implementing credit risk retention requirements in effect in both the United States and in Europe may adversely affect or prevent us from entering into any future securitization transaction. These risk retention rules may cause an increase in our cost of funds under or may prevent us from completing any future securitization transactions. The U.S. risk retention rules require the sponsor (directly or through a majority-owned affiliate) of a debt securitization subject to such rules, such as collateralized loan obligations, in the absence of an exemption, to retain an economic interest in the credit risk of the assets being securitized. If, and to the extent that, we engage in securitization transactions that require the retention of an economic interest, these rules would increase our financing costs in comparison to other types of financings and this increase in financing costs would ultimately be borne by our stockholders.

Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.

To the extent that certain tax law changes announced but not yet enacted, including, among others, a minimum tax on book income and profits of certain multinational corporations, are subsequently enacted, such legislative changes, any other significant changes in economic or tax policy and/or government programs, as well as any future such changes could have a material adverse impact on us and on our investments.

Ongoing implementation of, or changes in, including changes in interpretation or enforcement of, laws and regulations could impose greater costs on us and on financial services companies and impact the value of assets we hold and our business, financial condition and results of operations. In addition, uncertainty regarding legislation and regulations affecting the financial services industry or taxation could also adversely impact our business or the business of our portfolio companies. If we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of our business and may be subject to civil fines and criminal penalties.

We are highly dependent on information systems, and systems failures could significantly disrupt our business, which may, in turn, negatively affect the value of shares of our Common Stock and our ability to pay distributions.

The operations of the Company, the Adviser, the Administrator and any third-party service provider to any of the foregoing are susceptible to risks from cybersecurity attacks and incidents due to reliance on the

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secure processing, storage and transmission of confidential and other information in the relevant computer systems and networks. In particular, cyber security incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. These attacks could involve gaining unauthorized access to information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption and result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, any of which could have a material adverse effect on our business, financial condition and results of operations. We, the Adviser and the Administrator must each continuously monitor and innovate our cybersecurity to protect our technology and data from corruption or unauthorized access. In addition, due to the use of third-party vendors, agents, exchanges, clearing houses and other financial institutions and service providers, we, the Adviser and the Administrator could be adversely impacted if any of us are subject to a successful cyber-attack or other breach of our information.

Furthermore, in recent years cybersecurity risks for financial institutions have significantly increased in part because of the proliferation of new technologies, the use of the internet, mobile telecommunications and cloud technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external extremist parties, including foreign state actors in some circumstances as a means to promote political ends. Global events and geopolitical instability may lead to increased nation state targeting of financial institutions in the U.S. and abroad. Any of these parties may also attempt to fraudulently induce employees, customers, clients, vendors, or other third parties or users of the Company, the Adviser, the Administrator and their affiliates’ systems to disclose sensitive information in order to gain access to such parties’ data or that of their employees or clients. Cybersecurity risks may also derive from human error, fraud or malice on the part of the Adviser or the Administrator and their affiliates’ employees or third parties, or may result from accidental technological failure.

Like other financial services firms, Morgan Stanley continues to be the subject of unauthorized access attacks, mishandling or misuse of information, computer viruses or malware, cyber attacks designed to obtain confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage, denial of service attacks, data breaches, social engineering attacks and other events, and there can be no assurance that such unauthorized access, mishandling or misuse of information, or cyber incidents will not occur in the future, and they could occur more frequently and on a more significant scale. Given Morgan Stanley’s global footprint and the high volume of transactions it processes, the large number of clients, partners, vendors and counterparties with which it does business, and the increasing sophistication of cyber attacks, a cyber attack, information or security breaches could occur and persist for an extended period of time without detection.

Although we, the Adviser, the Administrator and Morgan Stanley have developed protocols, processes, internal controls and other protective measures to help mitigate cybersecurity risks and cyber intrusions, these measures, as well as our increased awareness of the nature and extent of the risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident. If any of the foregoing events occur, the confidential and other information of the Company, the Adviser, and the Administrator could be compromised. Such events could also cause interruptions or malfunctions in the operations of the Company, the Adviser or the Administrator, and in particular the Adviser’s investment activities on our behalf and the provision of administrative services to us by the Administrator. In addition, the Company, the Adviser, the Administrator or our portfolio companies could be required to make a significant investment to remedy the effects of any cybersecurity incident, harm to their reputations, legal claims that they and their respective affiliates may be subjected to, regulatory action or enforcement arising out of applicable privacy and other laws, adverse publicity, and other events that may affect their business and financial performance. The increased use of mobile and cloud technologies can heighten these and other operational risks.

We, the Adviser and the Administrator currently or in the future are expected to routinely transmit and receive personal, confidential and proprietary information by email and other electronic means. We, the Adviser and the Administrator have discussed and worked with clients, vendors, service providers, counterparties and other third parties to develop secure transmission capabilities and protect against

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cyber-attacks. However, we, the Adviser and the Administrator may not be able to ensure secure capabilities with all of our clients, vendors, service providers, counterparties and other third parties to protect the confidentiality of the information.

In addition, the systems and technology resources used by us, our Adviser, our Administrator and our and their respective affiliates could be strained by extended periods of remote working by our Adviser, our Administrator and their affiliate’s employees and such extended remote working could introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts.

Terrorist acts, acts of war, natural disasters, disease outbreaks, pandemics or other similar events may disrupt our operations, as well as the operations of our portfolio companies and our Adviser. Such acts have created, and continue to create, economic and political uncertainties and have contributed to recent global economic instability. For example, many countries have experienced outbreaks of infectious illnesses in recent decades, including polio, swine flu, avian influenza, SARS, coronaviruses and the monkeypox virus.

In February 2022, Russia launched a large-scale invasion of Ukraine. The extent and duration of Russian military action in the Ukraine, resulting sanctions and resulting future market disruptions, including declines in stock markets in Russia and elsewhere and the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Any such disruptions caused by Russian military or other actions (including cyberattacks, espionage or the use or threatened use of nuclear weapons) or resulting from actual or threatened responses to such actions could cause disruptions to any of our portfolio companies located in Europe or that have substantial business relationships with European or Russian companies. It is not possible to predict the duration or extent of longer-term consequences of this conflict, which could include further sanctions, retaliatory and escalating measures taken by Russia, embargoes, regional instability, geopolitical shifts and adverse effects on or involving macroeconomic conditions, supply chains, inflation, security conditions, currency exchange rates and financial markets around the globe. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

Market volatility resulting from the Coronavirus pandemic and other public health concerns has had a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment continue to be impacted by such events. In addition to these and any future developments potentially having adverse consequences for certain portfolio companies and other issuers in or through which we may invest and the value of our investments therein, the operations of the Adviser (including those relating to us) have been, and could continue to be, adversely impacted. Any of the foregoing events could materially and adversely affect our ability to source, manage and divest our investments and our ability to fulfill our investment objectives. Similar consequences could arise with respect to other comparable infectious diseases.

The extent to which the Coronavirus and/or other disease outbreaks or health pandemics may negatively affect our and our portfolio companies’ operating results, or the duration of any potential business or supply-chain disruption, is uncertain. These potential impacts, while uncertain, could adversely affect our operating results and the operating results of the portfolio companies in which we invest. There is a risk that any future disease outbreaks or health pandemics (including a recurrence of the Coronavirus) would impact our ability to achieve our investment objectives. Further, if a future pandemic occurs during a period when our investments are maturing, we may not be able to realize our investments within the Company’s term, or at all. In addition, future terrorist activities, military or security operations, natural disasters, disease outbreaks, pandemics or other similar events could weaken the domestic/global economies and create additional uncertainties, which may negatively impact our portfolio companies and, in turn, could have a material adverse impact on our business, operating results and financial condition.

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The United Kingdom’s exit from the European Union may create significant risks and uncertainty for global markets and our investments.

It is difficult to predict the future of the United Kingdom’s relationship with the European Union, the uncertainty of which may increase the volatility in the global financial markets in the short- and medium-term and may negatively disrupt regional and global financial markets. On December 24, 2020 the United Kingdom and the European Union announced they had reached agreement on the terms of a trade and cooperation agreement to govern the future relationship between the parties. The agreement consists of three main pillars including trade, citizens’ security and governance, covering a variety of arrangements in several areas. The agreement was provisionally applicable with effect from January 1, 2021 and entered into force effective May 1, 2021. With respect to financial services, although the United Kingdom chose to grant the European Union equivalence in a number of key areas under European financial regulations, the European Union only made certain more limited equivalence decisions, leaving decisions on equivalence and adequacy to be determined by each of the United Kingdom and European Union unilaterally in due course. As a result, United Kingdom licensed entities are unable to provide regulated services in a number of European Union jurisdictions from the end of December 2020, absent regulatory relief or other measures implemented by individual countries. Such agreement is untested and may lead to ongoing political and economic uncertainty and periods of exacerbated volatility in both the United Kingdom and in wider European and global markets for some time. As such, it is difficult to predict the precise impact of Brexit on us. This uncertainty is likely to continue to adversely affect the global economic climate and may affect companies or assets, including with respect to opportunity, pricing, regulation, value or exit, especially companies based in, doing business in, or having service or other significant relationships in or with the United Kingdom or the European Union.

In addition, the long-term stability of certain European financial markets remains uncertain and the possibility of defaults and/or bankruptcies by sovereign states in Europe in respect of their obligations remains a concern, which could have an impact on economic conditions and market activity in the European Union. Given current market conditions of relatively weak growth in many European Union member states, there is a risk that default of certain participating member states of the European Union may lead to the collapse of the Eurozone as it is constituted today, that certain member states of the European Union may cease to use the Euro as their national currency or that one or more member states may seek to withdraw from European Union membership, which would likely have an adverse impact on the Company. Moreover, financial and economic developments in one European Union member state may impact economic and financial conditions among other European Union member states. A Euro collapse would likely have negative implications for the European financial industry and the global economy as a whole because of counterparty risks, exposures and other “systemic” risks. A potential effect would be an immediate reduction of liquidity for particular investments in economically connected countries, thereby impairing the value of such investments. We cannot predict for how long uncertain economic conditions will continue to impact markets adversely, or to what degree economic conditions will deteriorate further. Volatility in the global credit markets may make it more difficult for issuers and borrowers to obtain favorable financing or refinancing arrangements that may be needed to execute our investment strategy. A Euro collapse could have an adverse effect on us by affecting the performance of our investments and our ability to fulfill our investment objectives. Moreover, this could have a detrimental effect on the performance of investments both in those countries that may experience a default on liabilities and other countries which are economically connected with the European Union.

We may be the target of litigation.

We may be the target of securities litigation in the future, particularly if the value of shares of our Common Stock fluctuates significantly. We could also generally be subject to litigation, including derivative actions by our stockholders. Any litigation could result in substantial costs and divert management’s attention and resources from our business and cause a material adverse effect on our business, financial condition and results of operations.

We may experience fluctuations in our quarterly operating results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including the interest rate payable on the debt securities we acquire, the default rate on such securities, the

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number and size of investments we originate or acquire, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. In light of these factors, results for any period should not be relied upon as being indicative of our performance in future periods.

We are an “emerging growth company,” and we do not know if such status will make our shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act until the earliest of:

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The last day of the fiscal year ending after the fifth anniversary of any initial public offering of our shares of Common Stock;

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The year in which our total annual gross revenues first exceed $1.235 billion;

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The date on which we have, during the prior three-year period, issued more than $1.0 billion in non-convertible debt; and

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The last day of a fiscal year in which we (1) have an aggregate worldwide market value of our shares of our Common Stock held by non-affiliates of $700 million or more, computed at the end of the last business day of the second fiscal quarter in such fiscal year and (2) have been a reporting company under the Exchange Act for at least one year (and filed at least one annual report under the Exchange Act).

As an “emerging growth company, we may take advantage of certain reduced regulatory and disclosure requirements permitted by the JOBS Act and, as a result, some investors may consider shares of our Common Stock less attractive. If some investors find our shares of Common Stock less attractive as a result, there may be a less active trading market for our shares and our share price may be more volatile. For example, while we are an emerging growth company and/or a non-accelerated filer within the meaning of the Exchange Act, we are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting. This may increase the risk that material weaknesses or other deficiencies in our internal control over financial reporting go undetected.

Efforts to comply with the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance with the Sarbanes-Oxley Act would adversely affect us and the value of our Common Stock.

We are required to comply with certain requirements of the Sarbanes-Oxley Act and the related rules and regulations promulgated by the SEC but will not have to comply with certain requirements until we cease to be an “emerging growth company.” Because shares of our Common Stock are registered under the Exchange Act, we are subject to the Sarbanes-Oxley Act and the related rules and regulations promulgated by the SEC, and our management is required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a result, we expect to incur significant additional expenses that may negatively impact our financial performance and our ability to make distributions. This process will also result in a diversion of management’s time and attention. We do not know when our evaluation, testing and remediation actions will be completed or its impact on our operations. In addition, we may be unable to ensure that the process is effective or that our internal control over financial reporting is or will be effective. In the event that we are unable to come into and maintain compliance with the Sarbanes-Oxley Act and related rules, we and the value of our securities would be adversely affected.

Efforts to comply with Section 404 of the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance with Section 404 of the Sarbanes-Oxley Act may adversely affect us and the market price of our Common Stock.

We will not be required to comply with all of the requirements under Section 404 of the Sarbanes-Oxley Act until we have been subject to the reporting requirements of the Exchange Act for a specified period of time or the date we are no longer an emerging growth company under the JOBS Act.

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Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until the date we are no longer an emerging growth company under the JOBS Act. Because we do not currently have comprehensive documentation of our internal control and have not yet tested our internal control in accordance with Section 404 of the Sarbanes-Oxley Act, we cannot conclude, as required by Section 404, that we do not have a material weakness in our internal control or a combination of significant deficiencies that could result in the conclusion that we have a material weakness in our internal control. If we are not able to implement the applicable requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, our operations, financial reporting or financial results could be adversely affected. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC, and result in a breach of the covenants under the agreements governing any of our financing arrangements. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements could also suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us.

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed and we could fail to meet our financial reporting obligations.

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POTENTIAL CONFLICTS OF INTEREST

Introduction

As a diversified global financial services firm, Morgan Stanley engages in a broad spectrum of activities, including financial advisory services, investment management activities, lending, commercial banking, sponsoring and managing private investment funds, engaging in broker-dealer transactions and principal securities, commodities and foreign exchange transactions, research publication and other activities. In the ordinary course of its business, Morgan Stanley is a full-service investment banking and financial services firm and therefore engages in activities where Morgan Stanley’s interests or the interests of its clients may conflict with the interests of our investors, notwithstanding Morgan Stanley’s participation as one of our investors. Investors should be aware that potential and actual conflicts of interest between Morgan Stanley or any Affiliated Investment Account, on the one hand, and us, on the other hand, may exist and others may arise in connection with our operation. Morgan Stanley’s employees may also have interests separate from those of Morgan Stanley and us. The discussion below enumerates certain actual, apparent and potential conflicts of interest. There is no assurance that conflicts of interest will be resolved in favor of the Company’s stockholders, and, in fact, they may not be.

Our vendors and service providers may charge higher fee rates or otherwise contract on terms that are different to those offered to Morgan Stanley or other Morgan Stanley products.

Material Nonpublic Information

It is expected that confidential or material nonpublic information regarding a portfolio company or potential investment opportunity may become available to Morgan Stanley. If such information becomes available to Morgan Stanley, we may be precluded by trading restrictions in order to comply with applicable law, regulatory restrictions or internal policies or procedures, including without limitation joint transaction restrictions pursuant to the 1940 Act from pursuing an investment or exit opportunity with respect to such portfolio company or investment opportunity. The Adviser and/or Morgan Stanley may also from time to time be subject to contractual “stand-still” obligations and/or confidentiality obligations that may restrict the Adviser’s ability to trade in or make certain investments on our behalf. In addition, Morgan Stanley may be precluded from disclosing such information to the Investment Team, even in circumstances in which the information would benefit us if disclosed. Therefore, the Adviser may not be provided access to material nonpublic information in the possession of Morgan Stanley that might be relevant to an investment decision to be made by us, and we may initiate a transaction or sell an investment that, if such information had been known to it, may not have been undertaken. In addition, certain members of the Investment Team and of the Investment Committee may be recused from certain investment-related discussions, including Investment Committee meetings, so that such members do not receive information that would limit their ability to perform functions of their employment with Morgan Stanley unrelated to us. Furthermore, access to certain parts of Morgan Stanley may be subject to third party confidentiality obligations and to information barriers established by Morgan Stanley in order to manage potential conflicts of interest and regulatory restrictions, including without limitation joint transaction restrictions pursuant to the 1940 Act. Accordingly, the Company’s ability to source investments from other business units within Morgan Stanley may be limited and there can be no assurance that the Company will be able to source any investments from any one or more parts of the Morgan Stanley network.

Investments by Morgan Stanley and Its Affiliated Investment Accounts

Morgan Stanley has advised, and may advise, clients and has sponsored, managed or advised the Affiliated Investment Accounts with a wide variety of investment objectives that in some instances may overlap or conflict with the investment objectives of the Company and present conflicts of interest, including without limitation, the MS BDCs, whose investment objectives overlap with those of the Company. In addition, Morgan Stanley routinely makes equity and debt investments in connection with its global business and operations. MS Private Credit may also from time to time create new or successor Affiliated Investment Accounts that may compete with the Company for investment opportunities or overlap in terms of investment strategy and may present similar conflicts of interest. Morgan Stanley and/or some of its Affiliated Investment Accounts have routinely made, and will continue to make, investments that fall within

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the investment objectives of the Company. Certain members of the Investment Team and the Investment Committee may make investment decisions on behalf of Affiliated Investment Accounts, including Affiliated Investment Accounts with investment objectives that overlap with those of the Company.

Morgan Stanley currently invests and plans to continue to invest on its own behalf and on behalf of its Affiliated Investment Accounts in a wide variety of investment opportunities in North America, Europe and elsewhere. Morgan Stanley and, to the extent consistent with applicable law and/or exemptive relief, its Affiliated Investment Accounts will be permitted to invest in investment opportunities without making such opportunities available to us beforehand. Subject to the requirements of any applicable exemptive relief, Morgan Stanley may offer investments that fall into the investment objectives of an Affiliated Investment Account to such account or make such investment on its own behalf, even though such investment also falls within our investment objectives. We may invest in opportunities that Morgan Stanley and/or one or more Affiliated Investment Accounts has declined, and vice versa. Certain of these Affiliated Investment Accounts may provide for higher management fees or incentive fees or have greater expense reimbursements or overhead allocations, or permit the Adviser and its affiliates to receive higher origination and other transaction fees, which may create an incentive for the Adviser to favor such Affiliated Investment Accounts. All of the foregoing may reduce the number of investment opportunities available to the Company and may create conflicts of interest in allocating investment opportunities among the Company, itself and the Affiliated Investment Accounts, including the MS BDCs.

To seek to reduce potential conflicts of interest and to attempt to allocate such investment opportunities in a fair and equitable manner, the Adviser has implemented allocation policies and procedures. These policies and procedures are intended to give all applicable clients of the Adviser, including the Company, fair access to new private credit investment opportunities consistent with the requirements of organizational documents, investment strategies, applicable laws and regulations, the fiduciary duties of the Adviser, and to meet the conditions set in the exemptive order granted by the SEC. The exemptive order allows certain of the Adviser’s clients to participate in negotiated co-investment transactions, subject to the conditions set forth therein as described under “Co-Investment Transactions” below. Each applicable client of the Adviser that is subject to the allocation policies and procedures, including the Company, is assigned a portfolio manager by the Adviser. The portfolio managers review potential investment opportunities and will make an initial determination with respect to the allocation of each applicable opportunity taking into account various factors, including, but not limited to those described under “Co-Investment Transactions” below. The Adviser is empowered to take into account other considerations it deems appropriate to ensure a fair and equitable allocation of opportunities. The allocation policies and procedures are subject to change. Investors should note that the conflicts inherent in making such allocation decisions may not always be resolved to our advantage. There can be no assurance that we will have an opportunity to participate in certain opportunities that fall within our investment objectives.

It is possible that Morgan Stanley or an Affiliated Investment Account will invest in a company that is or becomes a competitor of a portfolio company of the Company. Such investment could create a conflict between us, on the one hand, and Morgan Stanley or the Affiliated Investment Account, on the other hand. In such a situation, Morgan Stanley may also have a conflict in the allocation of its own resources to the portfolio company. In addition, certain Affiliated Investment Accounts will be focused primarily on investing in other funds which may have strategies that overlap and/or directly conflict and compete with us. In certain cases, we may be unable to invest in attractive opportunities because of the investment by these Affiliated Investment Accounts in such private equity or private credit funds.

It should be noted that Morgan Stanley has, directly or indirectly, made large investments in certain of its Affiliated Investment Accounts, including the MS BDCs, and accordingly Morgan Stanley’s investment in the Company may not be a determining factor in the outcome of any of the foregoing conflicts. Nothing herein restricts or in any way limits the activities of Morgan Stanley, including its ability to buy or sell interests in, or provide financing to, equity and/or debt instruments, funds or portfolio companies, for its own accounts or for the accounts of Affiliated Investment Accounts or other investment funds or clients in accordance with applicable law.

We rely on the exemptive order, which has been granted by the SEC to our Adviser and certain of its affiliates, to co-invest with other funds advised by our Adviser or its affiliates, including the MS BDCs and other private funds advised by the Adviser, in a manner consistent with our investment objective positions,

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policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “Co-Investment Transactions” below.

Our Adviser or its affiliates may engage in certain origination activities and receive arrangement, structuring or similar fees in connection with such activities. See “Risk Factors — Conflicts related to obligations the Investment Committee, the Adviser or its affiliates have to other clients and conflicts related to fees and expenses of such other clients.” Our Adviser’s liability is limited under the Investment Advisory Agreement, and we are required to indemnify our Adviser against certain liabilities. These protections may lead our Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account.

Co-Investment Transactions

Our Adviser has received the exemptive order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain Affiliated Investment Accounts advised and controlled by the Adviser, including the MS BDCs. Subject to the 1940 Act and the conditions of any such co-investment order issued by the SEC, we may, under certain circumstances, co-invest with certain Affiliated Investment Account advised by the Adviser in investments that are suitable for the Company and one or more of such Affiliated Investment Account. Even though the Company and any such Affiliated Investment Account co-invest in the same securities, conflicts of interest may still arise. If the Adviser is presented with co-investment opportunities that generally fall within our investment objective and other Board-established criteria and those of one or more Affiliated Investment Accounts advised by the Adviser, whether focused on a debt strategy or otherwise, the Adviser will allocate such opportunities among us and such Affiliated Investment Accounts in a manner consistent with the exemptive order and our Adviser’s allocation policies and procedures, as discussed herein.

Investment opportunities for all other Affiliated Investment Accounts not advised by our Adviser or its affiliates as well as other Morgan Stanley business lines are allocated in accordance with their respective investment advisers’ and Morgan Stanley’s other allocation policies and procedures, Such policies and procedures may result in certain investment opportunities that are attractive to us being allocated to other funds, accounts or Morgan Stanley business lines that are not advised by our Adviser.

With respect to co-investment transactions conducted under the co-investment exemptive order, initial internal allocations among us and certain other Affiliated Investment Accounts advised by our Adviser that are party to the exemptive order, or the Internal Order, will generally be made taking into account a variety of factors which may include factors not limited to: investment guidelines, goals or restrictions of the applicable Affiliated Investment Accounts, capacity and execution capability of the vehicle (i.e. availability of capital), existing allocations to issuers, industry and geographical concentrations, diversification requirements and objectives, leverage covenants or restrictions, tax considerations, desired position sizes, legal or regulatory considerations, investment horizon/life cycle, liquidity requirements, risk concentration limits (if any), prohibitions or restrictions on “joint transactions” for entities regulated under the 1940 Act, compliance with co-investment order conditions pursuant to the exemptive order and other applicable guidance and relief, as applicable. If we invest in a transaction under the exemptive order and, immediately before the submission of the order for us and the other participating Affiliated Investment Accounts, the opportunity is oversubscribed, it will generally be allocated on a pro rata basis based on Internal Order’s size. Final allocations are approved by an allocation committee comprised of senior management. Our Board of Directors regularly reviews the allocation policies and procedures and code of ethics of the Adviser.

To the extent consistent with applicable law and/or any exemptive relief applicable to us and/or the Adviser, in addition to such co-investments, the Company and Morgan Stanley or an Affiliated Investment Account may, as part of unrelated transactions, invest in either the same or different tiers of a portfolio company’s capital structure or in an affiliate of such portfolio company. To the extent we hold investments in the same portfolio company or in an affiliate thereof that are different (including with respect to their relative seniority) than those held by Morgan Stanley or an Affiliated Investment Account, the Adviser and Morgan Stanley may be presented with decisions when the interests of the two co-investors are in conflict. In circumstances where there is a portfolio company in which we have an equity or debt investment and in which Morgan Stanley or an Affiliated Investment Account has an equity or senior debt investment elsewhere in the portfolio company’s capital structure, Morgan Stanley may have conflicting loyalties between its

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duties to its stockholders, the Affiliated Investment Account, the Company, certain of its other affiliates and the portfolio company. In that regard, actions may be taken for Morgan Stanley or such Affiliated Investment Account that are adverse to us, or actions may or may not be taken by us due to Morgan Stanley’s or such Affiliated Investment Account’s investment, which action or failure to act may be adverse to us. In addition, it is possible that in a bankruptcy proceeding, our interest may be subordinated or otherwise adversely affected by virtue of Morgan Stanley’s or such Affiliated Investment Account’s involvement and actions relating to its investment. Decisions about what action should be taken in a troubled situation, including whether to enforce claims, whether to advocate or initiate restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, raise conflicts of interest. If a portfolio company becomes troubled, we might arguably be best served by a liquidation that would result in its debt being paid, but leave nothing for Morgan Stanley or such Affiliated Investment Accounts. In those circumstances where the Company and Morgan Stanley or such Affiliated Investment Accounts hold investments in different classes of a company’s debt or equity, Morgan Stanley may also, to the fullest extent permitted by applicable law, take steps to reduce the potential for adversity between the Company and Morgan Stanley or such Affiliated Investment Accounts, including causing the Company to take certain actions that, in the absence of such conflict, it would not take, such as (A) remaining passive in a restructuring or similar situations (including electing not to vote or voting pro rata with other security-holders), (B) divesting investments or (C) otherwise taking an action designed to reduce adversity. A similar standard generally will apply if Morgan Stanley or such Affiliated Investment Accounts make an investment in a company or asset in which we hold an investment in a different class of such company’s debt or equity securities or such asset.

Morgan Stanley Trading and Principal Investing Activities

Notwithstanding anything to the contrary herein, Morgan Stanley will generally conduct its sales and trading businesses, publish research and analysis, and render investment advice without regard for our holdings, although these activities could have an adverse impact on the value of one or more of our investments, or could cause Morgan Stanley to have an interest in one or more portfolio investments that is different from, and potentially adverse to ours.

Morgan Stanley’s sales and trading, financing and principal investing businesses (whether or not specifically identified as such, and including Morgan Stanley’s trading and principal investing businesses) will not be required to offer any investment opportunities to us. These businesses may encompass, among other things, principal trading activities as well as principal investing.

Morgan Stanley’s sales and trading, financing, and principal investing businesses have acquired or invested in, and in the future may acquire or invest in, minority and/or majority control positions in equity or debt instruments of diverse public and/or private companies. Such activities may put Morgan Stanley in a position to exercise contractual, voting, or creditor rights, or management or other control with respect to securities or loans of portfolio companies or other issuers, and in these instances Morgan Stanley may, in its discretion and subject to applicable law, act to protect its own interests or interests of clients, and not our interests.

Subject to the limitations of applicable law and the conditions of the exemptive order, we may purchase from or sell assets to, or make investments in, companies in which Morgan Stanley has or may acquire an interest, including as an owner, creditor or counterparty.

Morgan Stanley’s Investment Banking Activities

Morgan Stanley advises clients on a variety of mergers, acquisitions, go private, hedging and financing transactions. Morgan Stanley may act as an advisor to clients, including other investment funds that may compete with us, with respect to investments in portfolio companies in which we may invest. Morgan Stanley may give advice and take action with respect to any of its clients or proprietary accounts that may differ from the advice given, or may involve an action of a different timing or nature than the action taken, by us. Morgan Stanley may give advice and provide recommendations to persons competing with us and/or any of our portfolio companies that are contrary to our best interests and/or the best interests of our portfolio companies.

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Morgan Stanley could be engaged in financial advising, whether on the buy-side or sell-side, or in financing, lending or hedging assignments that could result in Morgan Stanley’s determining in its discretion or being required to act exclusively on behalf of one or more third parties, which could limit our ability to transact with respect to one or more existing or potential investments. Morgan Stanley may have relationships with third-party funds, companies or investors who may have invested in or may look to invest in portfolio companies, and there could be conflicts between our best interests, on the one hand, and the interests of a Morgan Stanley client or counterparty, on the other hand. From time to time, Morgan Stanley’s investment banking professionals may introduce a client to us that requires financing to complete an acquisition transaction and may receive a finder’s fee to the extent permitted by applicable law.

To the extent that Morgan Stanley advises creditor or debtor companies in the financial restructuring of companies either prior to or after filing for protection under chapter 11 of the Bankruptcy Code or similar laws in other jurisdictions, the Adviser’s flexibility in making investments in such restructurings on our behalf may be limited.

Morgan Stanley could provide investment banking services to competitors of portfolio companies, as well as to private equity and/or private credit funds; such activities may present Morgan Stanley with a conflict of interest vis-à-vis our investment and may also result in a conflict in respect of the allocation of investment banking resources to portfolio companies.

Our portfolio companies may engage Morgan Stanley to perform investment banking services, including advice on valuing, structuring, negotiating and arranging financing for certain transactions, and Morgan Stanley may also earn fees in connection with unconsummated transactions. In such situations, Morgan Stanley will generally receive fees based on the prevailing market rates for such services upon the consummation of the investment banking transaction for which it was retained.

Morgan Stanley will not share these fees with us. Morgan Stanley may also make interest-bearing loans to us and our portfolio companies and may act as agent in connection with the placement or syndication of our respective indebtedness.

To the extent permitted by applicable law, Morgan Stanley may provide a broad range of financial services to companies in which we invest, including strategic and financial advisory services, interim acquisition financing and other lending and underwriting or placement of securities, and Morgan Stanley generally will be paid fees (that may include warrants or other securities) for such services.

Morgan Stanley will not share any of the foregoing interest, fees and other compensation received by it (including, for the avoidance of doubt, amounts received by the Adviser) with us or the investors, and the management fees payable by or on our behalf and the behalf of the investors will not be reduced thereby.

Morgan Stanley may be engaged to act as a financial advisor to a company in connection with the sale of such company, or subsidiaries or divisions thereof, may represent potential buyers of businesses through its mergers and acquisition activities and may provide lending and other related financing services in connection with such transactions. Morgan Stanley’s compensation for such activities is usually based upon realized consideration and is usually contingent, in substantial part, upon the closing of the transaction. We may be precluded from participating in a loan to the company being sold under these circumstances.

Morgan Stanley’s Investment Management Activities

Morgan Stanley conducts a variety of investment management activities, including sponsoring investment funds that are registered under the 1940 Act and subject to its rules and regulations. Such activities also include managing assets of pension funds that are subject to federal pension law and its regulations. Such activities are generally restricted to investments in publicly traded securities and may present conflicts if we pursue an investment in, or if one of our portfolio companies seeks to acquire or merge with, a public company in which Morgan Stanley’s investment management clients and investment companies have previously invested.

Morgan Stanley’s Marketing Activities

Morgan Stanley is engaged in the business of underwriting, syndicating, brokering, administering, servicing, arranging and advising on the distribution of a wide variety of alternative structured products

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and other securities in which we may invest, including, without limitation, royalty-backed bonds and royalty sales, tax receivable agreements, index dividend swaps, synthetic performing loan securitizations, collateralized loan obligations and commercial mortgage-backed securities. Subject to the restrictions of the 1940 Act, including Sections 10(f) and 57(a) thereof, we may invest in transactions in which Morgan Stanley acts as underwriter, placement agent, syndicator, broker, administrative agent, servicer, advisor, arranger or structuring agent and receives fees or other compensation from the sponsors of such products or securities. Any fees earned by Morgan Stanley in such capacity will not be shared with us. Certain conflicts of interest, in addition to the receipt of fees or other compensation, would be inherent in these transactions. Moreover, the interests of one of Morgan Stanley’s clients with respect to an issuer of securities in which we have an investment may be adverse to our best interests. In conducting the foregoing activities, Morgan Stanley will be acting for its other clients and will have no obligation to act in our best interests.

Without limiting the generality of the foregoing, in light of our investment strategy, it is anticipated that a portion of our investments will be sourced from various Morgan Stanley business units, including in particular, but without limitation, the IS division, which includes Investment Banking, Sales & Trading, and Global Capital Markets. To the extent permitted by the 1940 Act, IS may serve as a broker to both the counterparty and us. There can be no assurance that we will be able to source investments from other businesses within Morgan Stanley.

Commodities and Global-Structured Products

Morgan Stanley’s commodities business will not be required to offer any investment opportunity to us. This business includes or may include in the future (but is not limited to) the ownership (whether directly or indirectly, in whole or in part), financing, hedging, trading, production, storage and delivery of various types of commodities and commodity-related products and commodity-related assets, including, without limitation, energy (power and capacity), coal, emissions, oil and its byproducts, natural gas, metals and minerals, agricultural products, wind-powered energy, renewables, biodiesels, shipping, transmission, port and storage facilities, conversion facilities or any associated land or other facilities and generation.

Morgan Stanley’s global-structured products business will not be required to offer any investment opportunity to us. This business is a joint venture among Morgan Stanley’s investment banking, fixed income and consolidated equities divisions that pursues structured tax-advantaged transactions primarily on behalf of Morgan Stanley.

Client Relationships

Morgan Stanley has existing and potential relationships with a significant number of corporations, institutions and individuals. In providing services to its clients, Morgan Stanley may face conflicts of interest with respect to activities recommended to or performed for such clients, on the one hand, and us, the investors or the entities in which we invest, on the other hand. In addition, these client relationships may present conflicts of interest in determining whether to offer certain investment opportunities to us.

In acting as principal or in providing advisory and other services to its other clients, Morgan Stanley may engage in or recommend activities with respect to a particular matter that conflict with or are different from activities engaged in or recommended by the Adviser on our behalf.

Principal Investments

To the extent permitted by applicable law, there may be situations in which our interests in a portfolio company may conflict with the interests of one or more general accounts of Morgan Stanley and its affiliates or accounts advised by Morgan Stanley or their affiliates. This may occur because these accounts hold public and private debt and equity securities of a large number of issuers which may be or become portfolio companies, or from whom portfolio companies may be acquired.

Conflicts with Portfolio Companies

Officers and employees of the Adviser or Morgan Stanley may serve as directors of certain portfolio companies and, in that capacity, will be required to make decisions that they consider to be in the best

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interest of the portfolio company. In certain circumstances, for example in situations involving bankruptcy or near insolvency of the portfolio company, actions that may be in the best interests of the portfolio company may not be in our best interests, and vice versa. In addition, the possibility exists that the companies with which one or more members of the Investment Team or other employees of Morgan Stanley are involved could engage in transactions that would be suitable for us, but in which we might be unable to invest. Accordingly, in these situations, there may be conflicts of interests between such person’s duties as an officer or employee of the Adviser or Morgan Stanley and such person’s duties as a director of the portfolio company.

Morgan Stanley may invest on behalf of itself and/or its Affiliated Investment Accounts in a portfolio company that is a competitor of one of our portfolio companies or that is a service provider, supplier, customer or other counterparty with respect to one of our portfolio companies. In providing advice and recommendations to, or with respect to, such portfolio companies, and in dealing in their securities on behalf of itself or such Affiliated Investment Accounts, to the extent permitted by law, Morgan Stanley will not take into consideration our best interests or the best interests of our portfolio companies. Accordingly, such advice, recommendations and dealings may result in adverse consequences to us or our portfolio companies. In addition, in providing services to such portfolio companies, the Adviser may come into possession of information that it is prohibited from acting on (including on our behalf) even though such action would be in our best interests. See also “Material Nonpublic Information” above.

Transactions with Portfolio Companies of Affiliated Investment Accounts

Our portfolio entities may be counterparties to or participants in agreements, transactions or other arrangements with portfolio companies or other entities of portfolio investments of Affiliated Investment Accounts (for example, one of our portfolio entities may retain a company in which an Affiliated Investment Account invests to provide services or may acquire an asset from such company or vice versa). Certain of these agreements, transactions and arrangements involve fees, servicing payments, rebates and/or other benefits to Morgan Stanley or its affiliates. For example, portfolio entities may, including at the encouragement of Morgan Stanley, enter into agreements regarding group procurement and/or vendor discounts. Morgan Stanley and its affiliates may also participate in these agreements and may realize better pricing or discounts as a result of the participation of portfolio entities. To the extent permitted by applicable law, certain of these agreements may provide for commissions or similar payments and/or discounts or rebates to be paid to a portfolio entity of an Affiliated Investment Account, and such payments or discounts or rebates may also be made directly to Morgan Stanley or its affiliates. Under these arrangements, a particular portfolio company or other entity may benefit to a greater degree than the other participants, and the Morgan Stanley funds, investment vehicles and accounts (which may or may not include us) that own an interest in such entity will receive a greater relative benefit from the arrangements than the Morgan Stanley funds, investment vehicles or accounts that do not own an interest therein. Such fees and compensation received by portfolio companies of Affiliated Investment Accounts described above would not be shared with us.

Broken Deal and Other Expenses

The appropriate allocation of fees and expenses generated in connection with potential portfolio investments that are not consummated with an investment of our assets, including without limitation out-of-pocket fees associated with attorney fees and the fees of other professionals, will be determined based on the policies adopted by the Adviser and we are expected to bear our ratable share of such expenses.

Investments in Portfolio Investments of Other Funds

To the extent permitted by applicable law and/or the terms of the exemptive order, when we invest in certain companies or other entities, other funds affiliated with the Adviser may have made or may be making an investment in such companies or other entities.

Other funds that have been or may be advised by the Adviser or its affiliated advisers may invest in the companies or other entities in which we have made an investment. Under such circumstances, we and such other funds may have conflicts of interest (e.g., over the terms, exit strategies and related matters, including the exercise of remedies of our respective investments). If the interests held by us are different from (or take

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priority over) those held by such other funds, the Adviser may be required to make a selection at the time of conflicts between the interests held by such other funds and the interests held by us.

Allocation of Expenses

Expenses may be incurred that are attributable to us and one or more other Affiliated Investment Accounts (including in connection with portfolio companies in which we, and such other Affiliated Investment Accounts have overlapping investments). The allocation of such expenses among such entities raises potential conflicts of interest. The Adviser and its affiliates intend to allocate such common expenses among us and any such other Affiliated Investment Accounts on a pro rata basis or in such other manner as may be required by applicable law.

Temporary Investments

To more efficiently invest short-term cash balances held by us, the Adviser may invest such balances on an overnight “sweep” basis in shares of one or more money market funds or other short-term vehicles. It is anticipated that the investment adviser to these money market funds or other short-term vehicles may be affiliated with the Adviser to the extent permitted by applicable law, including Rule 12d1-1 under the 1940 Act. In such a case, the affiliated investment adviser will receive asset-based fees in respect of our investment (which will reduce the net return realized by us).

Brokerage Activities

The Adviser may, in its discretion, subject to its determination in its discretion that such transactions are on arm’s-length terms, and subject to applicable law, choose to execute trades with Morgan Stanley acting as agent and charging a commission to us.

Restructuring Activities

Morgan Stanley may also represent creditor or debtor companies in proceedings under Chapter 11 of the U.S. Bankruptcy Code (and equivalent non-U.S. bankruptcy laws) or prior to these proceedings. From time to time, Morgan Stanley may serve on creditor or equity committees. These actions, for which Morgan Stanley may be compensated, may limit or preclude the flexibility that the Company may otherwise have to buy or sell securities issued by those companies, as well as certain other assets.

Other Affiliate Transactions

We may borrow money from multiple lenders, including Morgan Stanley, from time to time as permitted by applicable law. In addition, our portfolio companies also may participate as a counterparty with, or as a counterparty to, Morgan Stanley or an investment vehicle formed by it in connection with currency and interest rate hedging, derivatives (including swaps and forwards of all types), obtaining leverage and other transactions. The Adviser, which is responsible for pursuing our investment objectives, is under control of Morgan Stanley and may encounter conflicts where, for example, a decision regarding the acquisition, holding or disposition of an investment is considered attractive or advantageous for us yet poses a risk of economic loss to Morgan Stanley. If such conflicts arise, potential investors should be aware that, while the Adviser has a fiduciary duty to us, Morgan Stanley may act to protect its own interests to the extent permitted by applicable law ahead of our investment interests. Note that Morgan Stanley’s ability to serve as a lender to us or our portfolio companies or counterparty to our portfolio companies has been and is likely to be restricted by the Volcker Rule.

As of September 30, 2022, Mitsubishi UFJ Financial Group, or MUFG, owns an approximate 22.5% interest in Morgan Stanley on a fully diluted basis. Morgan Stanley and MUFG have agreed to pursue a global strategic alliance and have identified numerous areas of collaboration, including asset management, capital markets and corporate and retail banking. While we may transact business with MUFG and its affiliates to the extent permitted by applicable law, such transactions will be on an arm’s-length basis.

Management of the Company

The members of the Investment Team will generally devote such time as Morgan Stanley, in its sole discretion, deems necessary to carry out our operations effectively. The members of the Investment Team

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may also work on projects for Morgan Stanley (including the MS BDCs and other Affiliated Investment Accounts), and conflicts of interest may arise in allocating management time, services or functions among such affiliates. Certain members of the Investment Team, including senior members thereof, are not expected to be involved in each aspect of the Company, including in evaluating and reviewing certain types of investments made by us. Morgan Stanley (including the Adviser, members of the Investment Team and members of the Investment Committee) will not be precluded from conducting activities unrelated to us.

Relationship among the Company, the Adviser and the Investment Team

To the extent permitted by applicable law, we may engage in agency transactions involving Morgan Stanley, and principal cross transactions involving certain funds advised by Morgan Stanley as counterparty, in all cases subject to applicable law, including the 1940 Act, the Advisers Act and Dodd-Frank. These transactions may create a conflict of interest between the interests of the Adviser in assuring that we receive the best execution on all transactions and in limiting or reducing the fees paid by us, and its interest in generating profits and fees for Morgan Stanley.

The Investment Committee

The Investment Committee has principal responsibility for approving new investments and oversight over portfolio construction and management of existing investments. The Investment Committee is composed of senior members of the Investment Team and other Morgan Stanley investment professionals and executives. There is no assurance that all members of the Investment Committee will be present at every meeting of the Investment Committee, or otherwise involved in all decisions of the Investment Committee. Most of the members of the Investment Committee will be involved in business activities of Morgan Stanley other than activities with respect to the Company.

For example, the Investment Committee also serves the Adviser in its capacity as the investment adviser to the MS BDCs. Conflicts of interest may arise between Morgan Stanley or its clients, on the one hand, and us, on the other hand. Members of the Investment Committee may be affected by such conflicts of interest as a result of their other activities for Morgan Stanley. One or more members of the Investment Committee may recuse themselves from attendance at one or more meetings of the Investment Committee or from participation in certain of its activities, with a view to mitigating actual or potential conflicts of interest, even where such individual has relevant knowledge or experience with respect to the matters under consideration that would have assisted the Investment Committee in making its decisions. Also, a member of the Investment Committee may be precluded from attending, or may decide not to attend, meetings of the Investment Committee as a result of regulatory or other requirements affecting such individual. To the extent that one or more members of the Investment Committee does not participate in the meetings or activities of the Investment Committee for any reason, this may result in the Investment Committee making different decisions than those that it would have made had such member(s) participated (including, without limitation, investment decisions), which may have adverse consequences for us. Conversely, a member of the Investment Committee may, to the extent permitted by Morgan Stanley’s internal policies and applicable law, attend and participate in meetings of the Investment Committee notwithstanding that such individual is affected by conflicts of interest as contemplated in this paragraph. In such a case, the Investment Committee may reach different conclusions with respect to matters affecting us (including without limitation investment decisions) than it would have reached had such member either not been affected by such conflict of interest, or had recused himself or herself from participating in such decision, which may have adverse consequences for us. Furthermore, the Adviser may change the composition of the Investment Committee from time to time. There can be no assurance that any replacement members of the Investment Committee will be of comparable experience and seniority to current members of the Investment Committee.

Company Creditworthiness

We will be required to establish business relationships with counterparties based on our own credit standing. Morgan Stanley will not have any obligation to allow its credit to be used in connection with our establishment of our business relationships, nor is it expected that our counterparties will rely on the credit of Morgan Stanley in evaluating our creditworthiness.

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Disparate Fee Arrangements with Service Providers

Certain of our advisors and other service providers, or their affiliates (including accountants, administrators, lenders, bankers, brokers, agents, attorneys, consultants and investment or commercial banking firms) and our portfolio entities also provide goods or services to or have business, personal, political, financial or other relationships with Morgan Stanley, the Adviser or their affiliates. Such advisors and other service providers may be investors in us, former employees of Morgan Stanley, affiliates of the Adviser, sources of investment opportunities or co-investors or counterparties therewith. Morgan Stanley may receive discounts from such advisors and other service providers due to certain economies of scale. Notwithstanding the foregoing, investment transactions for us that require the use of a service provider will generally be allocated to service providers on the basis of best execution, the evaluation of which includes, among other considerations, such service provider’s provision of certain investment-related services and research that the Adviser believes to be of benefit to us. In certain circumstances, advisors and other service providers, or their affiliates, charge different rates or have different arrangements for services provided to Morgan Stanley, the Adviser or their affiliates as compared to services provided to us and our portfolio entities, which may result in more favorable rates or arrangements than those payable by us or such portfolio entities. In connection with the engagement of any such service provider (including accountants), it is likely that we, the Adviser and our respective affiliates will need to acknowledge that to the fullest extent permitted by law, such service provider does not represent or owe any duty to any investor or to the investors as a group in connection with such retention.

Morgan Stanley Policies and Procedures

Specified policies and procedures implemented by Morgan Stanley reasonably designed to mitigate potential conflicts of interest and address certain legal and regulatory requirements including money laundering and corruption-related requirements and reflecting the increasing relevance of environmental, social and corporate governance issues (including adoption of an environmental policy statement and a statement on human rights), contractual restrictions and/or reputation-driven concerns may limit the Adviser’s ability to pursue certain investment opportunities and reduce the synergies across Morgan Stanley’s various businesses that we expect to draw on for purposes of pursuing attractive investment opportunities. Because Morgan Stanley has many different principal, asset management and advisory businesses, it is subject to a number of actual, potential and perceived conflicts of interest, greater regulatory oversight and more legal, regulatory and contractual restrictions than those to which it would otherwise be subject if it had just one line of business. In addressing these conflicts and regulatory, legal and contractual requirements across its various businesses, Morgan Stanley has implemented certain policies and procedures (e.g., information walls) and established a global conflicts management office to review conflicts and potential conflicts between various Morgan Stanley businesses, and these may reduce the positive synergies that we expect to utilize for purposes of finding, managing and disposing of attractive investments. For example, Morgan Stanley may come into possession of material non-public information with respect to entities in which we may be considering making an investment. As a consequence, that information, which could be of benefit to us, might become unavailable to us; in some instances, the investment opportunities may no longer be made available to us.

Morgan Stanley has implemented a number of policies impacting us and the Adviser aimed at mitigating franchise risk, preventing money laundering and corruption, and reflecting the increasing relevance of environmental, social and corporate governance issues (including adoption of an environmental policy statement and a statement on human rights).

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FORWARD-LOOKING STATEMENTS

This prospectus 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 and the subscription agreement entered into by MS Credit Partners Holdings, Inc. terminates as of the closing of this offering. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — MS Credit Partners Holdings Investment.” Morgan Stanley has no history of financially supporting any of the MS BDCs, 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:

The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

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our future operating results;

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our business prospects and the prospects of our portfolio companies;

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risk associated with possible disruptions in our operations or the economy generally, including disruptions from the impact of the current Coronavirus pandemic;

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uncertainty and changes in the general interest rate environment, including as a result of recent rate increases by the Federal Reserve;

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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;

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

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

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our contractual arrangements and relationships with third parties;

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actual and potential conflicts of interest with our Adviser and its affiliates;

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

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the ability of our portfolio companies to achieve their objectives;

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the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

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

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the adequacy of our financing sources and working capital;

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

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

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

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our ability to maintain our qualification as a BDC, and as a RIC under the Code;

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

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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;

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

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the risks, uncertainties and other factors we identify under “Risk Factors” and elsewhere in this prospectus.

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 prospectus should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Risk Factors” in this prospectus. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. 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 SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Discussions containing these forward-looking statements may be found in the sections titled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus. We discuss in greater detail many of these risks and uncertainties in the section titled “Risk Factors” in this prospectus. These projections and forward-looking statements apply only as of the date of this prospectus. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. Because we are an investment company, the forward-looking statements and projections contained in this prospectus are excluded from the safe harbor protection provided by Section 21E of the Exchange Act.

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USE OF PROCEEDS

We estimate that the net proceeds we will receive from the sale of shares of our Common Stock in this offering will be approximately $ (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of our Common Stock), based on an offering price of $ per share (the mid-point of the estimated initial public offering price range as set forth on the cover of this prospectus), after deducting the underwriting discounts and commissions paid by us and including estimated offering expenses of approximately $ payable by us. Such estimate is subject to change and no assurances can be given that actual expenses will not exceed such amount.

We intend to use net proceeds from this offering to repay amounts outstanding under our BNP Funding Facility and/or Truist Credit Facility. For the three months ended September 30, 2022, amounts outstanding under the BNP Funding Facility and the Truist Credit Facility bore a weighted average interest rate of 4.57% and 4.05%, respectively. For the nine months ended September 30, 2022, amounts outstanding under the BNP Funding Facility and the Truist Credit Facility bore a weighted average interest rate of 3.37% and 3.05%, respectively. The BNP Funding Facility and the Truist Credit Facility mature in full on October 13, 2025 and July 16, 2026, respectively.

We will use any remaining proceeds to make investments in accordance with our investment objectives and strategies and for general corporate purposes. Through re-borrowing of the initial repayments under our BNP Funding Facility and/or Truist Credit Facility, we may use the net proceeds from this offering to make investments in accordance with our investment objectives and strategies described in this prospectus, to pay our operating expenses and other cash obligations, and for general corporate purposes.

Based on prevailing market conditions, we expect that it may take up to six months to invest any portion of the proceeds of this offering that we invest in investments in accordance with our investment objectives and strategies. We may reborrow under the credit facilities described above in order to make investments in accordance with our investment objectives and strategies and/or for general corporate purposes. The precise timing of such investments will depend on the availability of investment opportunities that are consistent with our investment objectives and strategies. Until we are able to find such investment opportunities, we intend to invest primarily in cash, cash equivalents, U.S. government securities, money market funds and high-quality debt instruments maturing in one year or less from the time of investment.

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DISTRIBUTIONS

To the extent that we have income available, we intend to make quarterly distributions to our stockholders. We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC tax status, we intend to distribute at least 90% of our investment company taxable income (which generally includes, among other items, net ordinary income and net short-term taxable gains) to our stockholders in respect of each taxable year and to distribute net capital gains (that is, net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions as well as satisfy other applicable requirements under the Code.

We cannot assure you that we will achieve results that will permit us to pay any cash distributions, and we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act.

Unless you elect to receive your distributions in cash, we intend to make such distributions in additional shares of our Common Stock under our dividend reinvestment plan. Distributions paid in the form of additional shares of our Common Stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions and, for this purpose, investors receiving distributions in the form of stock will generally be treated as receiving distributions equal to the fair market value of the stock received through the plan; however, investors participating in our dividend reinvestment plan will not receive any corresponding cash with which to pay any such applicable taxes. If you hold shares of our Common Stock through a broker or financial intermediary, you may elect to receive distributions in cash by notifying your broker or financial intermediary of your election to receive distributions in cash in lieu of shares of our Common Stock.

Any distributions reinvested through the issuance of shares through our dividend reinvestment plan will increase our assets on which the management fee and the incentive fee are determined and paid to our Adviser. See “Dividend Reinvestment Plan.”

The following table summarizes our dividends declared and payable since May 19, 2019 (inception) through September 30, 2022:

Date Declared	Record Date	Payment Date	Amount Per Share			Total Distributions (in thousands)
March 25, 2022	March 25, 2022	April 27, 2022		$	0.48		$	27,455
June 24, 2022	June 24, 2022	July 27, 2022		$	0.47		$	28,601
September 26, 2022	September 28, 2022	October 19, 2022		$	0.47		$	30,611
Total distributions for 2022				$	1.42		$	86,667
March 18, 2021	March 18, 2021	April 22, 2021		$	0.45		$	8,570
June 23, 2021	June 23, 2021	July 22, 2021		$	0.49		$	13,974
September 23, 2021	September 23, 2021	October 27, 2021		$	0.56		$	20,080
December 21, 2021	December 21, 2021	January 25, 2022		$	0.57		$	29,691
Total distributions for 2021				$	2.07		$	72,315
June 19, 2020	June 19, 2020	July 15, 2020		$	0.29		$	1,533
September 24, 2020	September 24, 202	October 22, 2020		$	0.40		$	3,228
December 29, 2020	December 29, 2020	January 27, 2021		$	0.61		$	9,165
Total distributions for 2020				$	1.30		$	13,926

There were no distributions declared during any period prior to the commencement of investment operations on January 31, 2020.

The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.

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CAPITALIZATION

The following table sets forth our cash and capitalization as of September 30, 2022:

•

On an actual basis; and

•

On an as adjusted basis giving effect to (a) the sale of shares of our Common Stock in this offering (assuming no exercise of the underwriters’ option to purchase additional shares) at an assumed public offering price of $ per share (the mid-point of the estimated initial public offering price range as set forth on the cover of this prospectus) after deducting assumed underwriting discounts and commissions of $ million and the estimated offering expenses of approximately $ payable by us; and (b) the application of the proceeds of this offering as described under “Use of Proceeds.”

Dollar amounts are presented in thousands, except share data.

	As of September 30, 2022 (Unaudited)
	Actual			As Adjusted
Assets
Non-controlled/non-affiliated Investments, at fair value (amortized cost of $2,795,033 at September 30, 2022)		$	2,747,090
Cash			59,902
Deferred financing costs			8,467
Interest and dividend receivable from non-controlled/non-affiliated investments			18,771
Subscription receivable			0
Receivable for investments sold			44,479
Prepaid expenses and other assets			45
Total assets			2,878,754
Liabilities
Revolving Credit Facilities(1)			824,583
4.500% Notes due 2027 (net of unamortized debt issuance costs of $5,793 as of September 30, 2022)			419,207
7.550% Notes due 2025 (net of unamortized debt issuance costs of $3,483 as of September 30, 2022)			271,517
Payable to affiliates			2,456
Financing costs payable			1,650
Dividends payable			30,714
Management fees payable			1,716
Income based incentive fees payable			7,173
Capital gains based incentive fees payable			0
Interest payable			8,480
Accrued expenses and other liabilities			4,108
Total liabilities			1,571,604
Net Assets
Common stock, par value $0.001 (100,000,000 shares authorized and 65,352,831 shares issued and outstanding as of September 30, 2022)			65
Paid-in capital in excess of par value			1,349,545
Net distributable earnings (accumulated losses)			(42,460)
Total net assets		$	1,307,150
Total liabilities and net assets		$	2,878,754
Net asset value per share		$	20.00

(1)

Represents indebtedness under the Truist Credit Facility, the CIBC Subscription Facility, and the BNP Funding Facility.

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DILUTION

The dilution to investors in this offering is represented by the difference between the offering price per share of our Common Stock and the pro forma NAV per share of our Common Stock after this offering. NAV per share is determined by dividing our NAV, which is our total tangible assets less total liabilities, by the number of outstanding shares of Common Stock.

After giving effect to the sale of the shares of Common Stock to be sold in this offering at $ per share (the mid-point of the estimated initial public offering price range), and the deduction of estimated offering expenses, our as-adjusted net NAV as of , 2022 would be approximately $ , or $ per share, representing an immediate dilution of $ per share, or %, to shares sold in this offering. The following illustration assumes no exercise of the underwriters’ option to purchase additional shares. If the underwriters’ option to purchase additional shares is exercised in full, there would be an immediate dilution to the NAV of $ per share, or %, to the shares sold in this offering.

The following table illustrates the dilution to the shares on a per share basis (without exercise of the underwriters’ option to purchase additional shares):

Assumed initial public offering price per share	$	[ ]
, 2022 NAV per share	$	[ ]
Increase attributable to this offering	$	[ ]
As-adjusted NAV per share immediately after this offering	$	[ ]
Dilution per share to stockholders participating in this offering	$	[ ]

The following table sets forth information with respect to the shares prior to and following this offering:

Total
Consideration

Average
Price

Number

Amount

Per Share

Shares of Common Stock outstanding

[ ]

Shares of Common Stock to be sold in this offering

[ ]

Total

100%

[ ]

100%

[ ]

The as-adjusted NAV upon completion of this offering is calculated as follows:

Numerator
NAV	$	[ ]
Assumed proceeds from this offering (after deduction of sales load and offering expenses payable by us)	$	[ ]
NAV upon completion of this offering	$	[ ]
Denominator
Shares of Common Stock outstanding		[ ]
Shares of Common Stock included in this offering		[ ]
Total shares outstanding upon completion of this offering		[ ]

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following analysis of our financial condition and results of operations in conjunction with “Financial Highlights” and the financial statements and the related notes to the financial statements appearing elsewhere in this prospectus. The information in this section contains forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

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 1940 Act. We are externally managed by the Adviser, an indirect wholly-owned subsidiary of Morgan Stanley. MS Private Credit managed approximately $15.1 billion in committed capital8 as of November 1, 2022. We are not a subsidiary of or consolidated with Morgan Stanley.

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.

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 backed by financial sponsors. For the purposes of this registration statement, “middle-market companies” refers to companies that, in general, generate annual EBITDA in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criterion.

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 sales 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 order from the SEC, we are able to enter into certain negotiated co-investment transactions alongside certain Affiliated Investment Accounts 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 exemptive order. Pursuant to the exemptive 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

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concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies.

Recent Market Developments

Uncertainty as to the probability of, and length and depth of a global recession could affect our portfolio companies. In addition, government spending, government policies, including recent increases in certain interest rates by the Federal Reserve and other global central banks, volatile energy prices and disruptions in supply chains in the United States and elsewhere, whether as a result of the impact of the Coronavirus pandemic or otherwise, in conjunction with other factors, including those described above, have led and could continue to lead to inflationary economic environments that could affect our portfolio companies, our financial condition and our results of operations. We will continue to monitor the evolving market environment, including as it relates to the Coronavirus pandemic and guidance from U.S. and international public health authorities. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of the developments described above on our financial condition, results of operations or cash flows in the future. Despite these factors, we believe we and our portfolio are well positioned to manage the current environment, and we and our Investment Adviser continue to be fully operational.

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 LIBOR or SOFR. 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.

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; (ii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the Administration Agreement; and (iii) other operating expenses as detailed below:

•

initial organization costs and offering costs incurred prior to the filing of our election to be regulated as a BDC (subject to the expense waiver described below)

•

costs associated with our initial private offering and with this initial public offering;

•

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

•

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

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•

out of pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing our rights;

•

base management fee and any incentive fee 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;

•

debt service and other costs of borrowings or other financing arrangements;

•

the allocated costs incurred by the 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 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 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;

•

any fidelity bond required by applicable law;

•

any necessary insurance premiums;

•

indemnification payments;

•

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.

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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, Investment Activity and Results of Operations

As of September 30, 2022, we had investments in 139 portfolio companies across 29 industries. Based on fair value as of September 30, 2022, approximately 100% of our debt portfolio was invested in debt bearing a floating interest rate, which floating rate debt investments primarily are subject to interest rate floors. Less than 0.1% of our debt portfolio at fair value had a fixed interest rate. As of September 30, 2022, our weighted average total yield of investments in debt securities at amortized cost was 9.6%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2022.

As of December 31, 2021, we had investments in 98 portfolio companies across 27 industries. Based on fair value as of December 31, 2021, approximately 100% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily are subject to interest rate floors. Approximately 99.3% of our debt portfolio at fair value had an interest rate floor denoted in LIBOR. The weighted average interest rate floor across our floating-rate portfolio was approximately 0.9% as of December 31, 2021. These floors allow us to mitigate (to a degree) any impact of spread widening on the valuation of our investments. As of December 31, 2021, our weighted average total yield of investments in debt securities at amortized cost was 7.2%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2021.

As of December 31, 2020, we had investments in 36 portfolio companies across 19 industries. Based on fair value as of December 31, 2020, 99.8% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily are subject to interest rate floors. Approximately 95.2% of our debt portfolio at fair value had a LIBOR floor. The weighted average LIBOR floor across our floating-rate portfolio was approximately 0.9% as of December 31, 2020. These floors allow us to mitigate (to a degree) any impact of spread widening on the valuation of our investments. As of December 31, 2020, our weighted average total yield of debt securities at amortized cost was 7.5%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2020.

As of September 30, 2022, 77% of our investments, calculated as a percentage of gross debt commitments (funded and unfunded), were loans in support of LBOs and acquisitions of portfolio companies by private equity sponsors. In addition, our debt portfolio displayed the following characteristics, with exception of weighted average yield, as of the closing date of each of our investments9 unless otherwise noted:

Borrower Characteristics

•

Weighted average last 12-month EBITDA of approximately $120 million of our portfolio companies;

•

Weighted average of 6.1x net leverage through tranche of our portfolio companies10;

•

Weighted average of 45% loan to value of our portfolio companies11;

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

Calculated using enterprise value from the private equity sponsor or market comparables divided by total outstanding debt through the tranche that we are a lender to.

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Portfolio Characteristics

•

Weighted average yield on debt investments, at cost, of 9.6%12;

•

Approximately 82% of debt investments with one or more financial covenants;

•

Approximately 6% of our debt portfolio is in loans that the Investment Adviser believes may be subject to business cycle volatility as of September 30, 2022;

•

No realized losses as a result of loan defaults and/or credit deterioration since January 31, 2020 (commencement of investment operations) through September 30, 2022;

•

One investment of $1.8 million, or approximately 0.1% of total investments at cost on non-accrual as of September 30, 2022; and

•

Our portfolio as of September 30, 2022, December 31, 2021 and December 2020 is presented below:

	As of
	September 30, 2022								December 31, 2021								December 31, 2020
$ in thousands	Cost			Fair Value			% of Total Investments at Fair Value		Cost			Fair Value			% of Total Investments at Fair Value		Cost			Fair Value		% of Total Investments at Fair Value
First Lien Debt		$	2,613,431		$	2,568,966		93.5%		$	2,213,332		$	2,224,100		93.2%		$	575,009		580,867		91.2%
Second Lien Debt			136,417			130,558		4.8			120,124			121,550		5.1			53,505		53,155		8.3%
Other Securities			45,185			47,566		1.7			39,979			41,724		1.7			2,959		2,959		0.5%
Total		$	2,795,033		$	2,747,090		100.0%		$	2,373,435		$	2,387,374		100.0%			631,473		636,981		100.0%

Our investment activities for the three months ended September 30, 2022 and September 30, 2021 are presented below (information presented herein is at amortized cost unless otherwise indicated):

	As of and For the Three Months Ended
$ in thousands	September 30, 2022			September 30, 2021
New Investments Committed/Purchased
Gross Principal Balance(1)		$	122,087		$	591,083
Less: Syndications			0			0
Net New Investments Committed/Purchased			122,087			591,083
Investments, at Cost
Investments, beginning of period			2,705,519			1,337,637
New investments purchased			180,287			466,945
Net accretion of discount on investments			3,597			2,167
Payment-in-kind			358			74
Net realized gain (loss) on investments			18			126
Investments sold or repaid			(94,746)			(55,014)
Investments, end of period			2,795,033			1,751,935
Amount of investments funded, at principal
First lien debt investments			180,542			474,825
Second lien debt investments			471			1,669
Other securities(2)			1,016			0
Total			182,029			476,494
Amount of investments sold/fully repaid, at principal
First lien debt investments			75,074			42,917

Weighted average yield includes the effect of accretion of discounts and amortization of premiums and are based on interest rates as of September 30, 2022.

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	As of and For the Three Months Ended
$ in thousands	September 30, 2022			September 30, 2021
Second lien debt investments			—			0
Total		$	75,074		$	42,917
Weighted average yield on debt and income producing investments, at cost(3)			9.6%			7.3%
Weighted average yield on debt and income producing investments, at fair value(3)			9.7%			7.3%
Number of portfolio companies			139			77
Percentage of debt investments bearing a floating rate, at fair value			100.0%			99.9%
Percentage of debt investments bearing a fixed rate, at fair value(4)			0.0%			0.1%

(1)

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

(2)

Represents dollar amount of other securities funded.

(3)

Computed as (a) the annual stated spread, plus Prime/LIBOR/SOFR or interest rate floor, as applicable, plus the annual accretion of discounts, as applicable, on accruing 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)

less than 0.1%.

As of December 31, 2021, we had investments in 98 portfolio companies across 27 industries. Based on fair value as of December 31, 2021, 99.9% of our debt portfolio was invested in debt bearing a floating interest rate, which primarily are subject to interest rate floors. Approximately 99.3% of our debt portfolio at fair value had a LIBOR floor. The weighted average LIBOR floor across our floating-rate portfolio was approximately 0.9% as of December 31, 2021. These floors allow us to mitigate (to a degree) any impact of spread widening on the valuation of our investments. As of December 31, 2021, our weighted average total yield of debt securities at amortized cost was 7.2%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2021.

Our portfolio as of December 31, 2021 and December 31, 2020 is presented below:

	December 31, 2021								December 31, 2020
$ in thousands	Cost			Fair Value			% of Total Investments at Fair Value		Cost			Fair Value			% of Total Investments at Fair Value
First Lien Debt		$	2,213,332		$	2,224,100		93.2%		$	575,009		$	580,867		91.2%
Second Lien Debt			120,124			121,550		5.1			53,505			53,155		8.3
Other Securities			39,979			41,724		1.7			2,959			2,959		0.5
Total		$	2,373,435		$	2,387,374		100.0%		$	631,473		$	636,981		100.0%

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Our investment activities for the year ended December 31, 2021 and December 31, 2020 are presented below (information presented herein is at amortized cost unless otherwise indicated):

	As of and For the Year Ended
$ in thousands	December 31, 2021			December 31, 2020
New Investments Committed/Purchased
Gross Principal Balance(1)		$	2,908,710		$	948,731
Less: Syndications			(422,061)			—
Net New Investments Committed/Purchased			2,486,649			948,731
Investments, at Cost
Investments, beginning of period			631,473			—
New investments purchased			2,113,463			714,658
Net accretion of discount on investments			10,133			3,606
Payment-in-kind			1,179			9
Net realized gain (loss) on investments			1,895			2,154
Investments sold or repaid			(384,708)			(88,954)
Investments, end of period			2,373,435			631,473
Amount of investments funded, at principal
First lien debt investments			2,002,574			678,879
Second lien debt investments			102,632			55,000
Other securities(2)			38,184			2,959
Total			2,143,390			736,838
Amount of investments sold/fully repaid, at principal
First lien debt investments			305,942			90,106
Second lien debt investments			36,250			—
Other securities(2)			3,347			—
Total			345,539			90,106
Weighted average yield on debt and income producing investments, at cost(3)			7.2%			7.5%
Weighted average yield on debt and income producing investments, at fair value(3)			7.1%			7.4%
Number of portfolio companies			98			36
Percentage of debt investments bearing a floating rate, at fair value			99.9%			99.8%
Percentage of debt investments bearing a fixed rate, at fair value			0.1%			0.2%

(1)

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

(2)

Represents dollar amount of other securities funded.

(3)

Computed as (a) the annual stated spread, plus Prime/LIBOR or Floor, as applicable, plus the annual accretion of discounts, as applicable, on accruing 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.

As part of the monitoring process, our Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our 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 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

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any of our investments. Please see below for a description of the four categories of the Adviser’s internal risk rating, or Internal Risk Rating, system:

Category 1 — In the opinion of our Adviser, investments in Category 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Category 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.

Category 2 — In the opinion of our Adviser, investments in Category 2 involve a level of risk relative to our initial cost basis at the time of origination or acquisition. Category 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 Category 2.

Category 3 — In the opinion of our Adviser, investments in Category 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.

Category 4 — In the opinion of our Adviser, investments in Category 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 Category 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 Adviser’s Internal Risk Rating System as of September 30, 2022 and December 31, 2021 was as follows:

	September 30, 2022							December 31, 2021							December 30, 2020
$ in thousands	Fair Value			% of Portfolio		Number of Portfolio Companies		Fair Value			% of Portfolio		Number of Portfolio Companies		Fair Value			% of Portfolio		Number of Portfolio Companies
Risk rating 1		$	—		—%		—		$	44,355		1.9%		1		$	31,230		4.9%		1
Risk rating 2			2,718,554		99.0		137			2,343,019		98.1		97		$	605,751		95.1%		35
Risk rating 3			28,536		1.0		2			—		—		—			—		—		—
Risk rating 4			—		—		—			—		—		—			—		—		—
		$	2,747,090		100.0%		139		$	2,387,374		100.0%		98		$	636,981		100.0%		36

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Consolidated Results of Operations

We were formed on May 30, 2019 and commenced our investment operations on January 31, 2020. The following table represents our operating results for the three and nine months ended September 30, 2022 and September 30, 2021:

	For the Three Months Ended
$ in thousands	September 30, 2022			September 30, 2021
Total investment income		$	62,719		$	31,729
Less: Net expenses			28,905			12,909
Net investment income			33,814			18,820
Less: Excise tax expense			—			—
Net investment income (loss) after taxes			33,814			18,820
Net change in unrealized appreciation (depreciation)			(24,390)			3,290
Net realized gain (loss)			18			126
Net increase (decrease) in net assets resulting from operations		$	(9,442)		$	22,236

	For the Nine Months Ended
$ in thousands	September 30, 2022			September 30, 2021
Total investment income		$	157,017		$	75,488
Less: Net expenses			67,279			30,592
Net investment income			89,738			44,896
Less: Excise tax expense			—			5
Net investment income (loss) after taxes			89,738			44,891
Net change in unrealized appreciation (depreciation)			(61,869)			11,824
Net realized gain (loss)			556			120
Net increase (decrease) in net assets resulting from operations		$	28,425		$	56,835

The following table represents our operating results for the years ended December 31, 2021 and December 31, 2022:

	For the year ended						From May 30, 2019 (inception) to
$ in thousands	December 31, 2021			December 31, 2020			December 31, 2019
Total investment income		$	119,816		$	21,903		$	—
Less: Net expenses			46,807			11,268			1,156
Net investment income			73,009			10,635			(1,156)
Less: Excise tax expense			80			—			—
Net investment income (loss) after taxes			72,929			10,635			(1,156)
Net change in unrealized appreciation (depreciation)			8,431			5,508			—
Net realized gain (loss)			1,895			2,154			—
Net increase (decrease) in net assets resulting from operations		$	83,255		$	18,297		$	(1,156)

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Investment Income

Investment income was as follows:

	For the Three Months Ended
$ in thousands	September 30, 2022			September 30, 2021
Investment income:
Interest income		$	60,798		$	30,663
Payment-in-kind interest income			506			302
Dividend income			439			138
Other income			976			626
Total investment income		$	62,719		$	31,729

	For the Nine Months Ended
$ in thousands	September 30, 2022			September 30, 2021
Investment income:
Interest income		$	151,976		$	68,403
Payment-in-kind interest income			1,055			680
Dividend income			980			260
Other income			3,006			6,145
Total investment income		$	157,017		$	75,488

	For the year ended						From May 30, 2019 (inception) to
	December 31, 2021			December 31, 2020			December 31, 2019
Investment income:
Interest income		$	108,277		$	20,269		$	—
Payment-in-kind interest income			1,021			9			—
Dividend income			409			—			—
Other income			10,109			1,625			—
Total investment income		$	119,816		$	21,903		$	—

Total investment income increased from $31.7 million for the three months ended September 30, 2021 to $62.7 million for the three months ended September 30, 2022. Total investment income increased from $75.5 million for the nine months ended September 30, 2021 to $157.0 million for the nine months ended September 30, 2022. The increases were primarily driven by our deployment of capital and invested balance of investments. The size of our investment portfolio at fair value increased from $1,769.3 million as of September 30, 2021 to $2,747.1 million as of September 30, 2022. As of such dates, all our senior secured debt investments were income-producing. The amortized cost of an unsecured debt investment on non-accrual status as of September 30, 2022 was $1.8 million.

Interest income on our debt investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of September 30, 2022 and September 30, 2021, and for the periods then ended, all of our first and second lien debt investments were performing and current on their interest payments.

The increase in total investment income from $21.9 million for the year ended December 31, 2020 to $119.8 million for the year ended December 31, 2021 was primarily driven by our deployment of capital and invested balance of investments, partially offset against weighted average asset yield decrease. The size

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of our investment portfolio at fair value increased from $637.0 million as of December 31, 2020 to $2,387.4 million as of December 31, 2021. As of such dates, all our debt investments were income-producing.

During the period from May 30, 2019 (inception) to December 31, 2019, we had no investment income and had not commenced our investment operations.

Expenses

The Company is responsible for investment expenses, professional fees, and other general and administrative expenses related to the Company’s operations. Expenses were as follows for the three and nine months ended September 30, 2022 and September 30, 2021, respectively:

	For The Three Months Ended
$ in thousands	September 30, 2022			September 30, 2021
Expenses:
Interest and other financing expenses		$	18,601		$	6,273
Management fees			6,865			3,864
Income based incentive fee			7,173			4,119
Capital gains incentive fee			—			598
Professional fees			923			554
Organization and offering costs			—			—
Directors’ fees			87			84
Administrative service fees			54			54
General and other expenses			351			260
Total expenses			34,054			15,806
Expense support			—			1
Management fees waiver			(5,149)			(2,898)
Net expenses		$	28,905		$	12,909
Excise tax expense		$	—		$	—

	For The Nine Months Ended
$ in thousands	September 30, 2022			September 30, 2021
Expenses:
Interest and other financing expenses		$	42,731		$	13,249
Management fees			19,583			8,635
Income based incentive fee			18,517			9,965
Capital gains incentive fee			(2,441)			2,090
Professional fees			2,323			1,595
Organization and offering costs			—			42
Directors’ fees			262			249
Administrative service fees			124			158
General and other expenses			828			987
Total expenses			81,927			36,970
Expense support			39			98
Management fees waiver			(14,687)			(6,476)
Net expenses		$	67,279		$	30,592
Excise tax expense		$	—		$	5

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For the three and nine months ended September 30, 2022, net expenses were primarily comprised of interest expense and other financing expenses of $18.6 million and $42.7 million, gross base management fees of $6.9 million and $19.6 million, income based incentive fees of $7.2 million and $18.5 million, capital gains incentive fee of $0 and $2.4 million, administrative service expenses of $54,000 and $0.1 million, professional fees of $0.9 million and $2.3 million, fees to independent directors of $87,000 and $0.2 million, and other expenses of $0.3 million and $0.8 million; offset by management fee waiver of $5.1 million and $14.7 million, and increased by expense support recoupment of previously waived organization and offering costs by the Investment Adviser of $0 and $39,000, respectively.

For the three and nine months ended September 30, 2021, net expenses were primarily comprised of interest expense and other financing expenses of $6.3 million and $13.2 million, gross base management fees of $3.9 million and $8.6 million, income based incentive fees of $4.1 million and $10.0 million, capital gains incentive fees of $0.6 million and $2.1 million, administrative service expenses of $54,000 and $0.2 million, professional fees of $0.5 million and $1.6 million, fees to independent directors of $84,000 and $0.2 million, and other expenses of $0.3 million and $1.0 million; offset by management fee waiver of $2.9 million and $6.5 million, and increased by expense support recoupment of previously waived organization and offering costs by the Investment Adviser of $1,000 and $98,000, respectively.

Professional fees include legal, audit, tax, and other professional fees incurred related to the management of our Company. Administrative service fees represent 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. Organization costs and offering costs include expenses incurred in our initial formation and our offering of stock.

Expenses were as follows for the years ended December 31, 2021 and December 31, 2020 and the period from May 30, 2019 (inception) to December 31, 2019, respectively:

	For the year ended						From May 30, 2019 (inception) to
$ in thousands	December 31, 2021			December 31, 2020			December 31, 2019
Expenses:
Interest and other financing expenses		$	21,015		$	3,725		$	—
Management fees			13,860			2,238			—
Income based incentive fee			15,852			2,517			—
Capital gains incentive fee			1,809			1,341			—
Professional fees			2,440			1,654			66
Organization and offering costs			42			676			1,079
Directors’ fees			336			349			43
Administrative service fees			212			183			—
General and other expenses			1,538			493			47
Total expenses			57,104			13,176			1,235
Expense support			98			(230)			(79)
Management fees waiver			(10,395)			(1,678)			—
Net expenses		$	46,807		$	11,268		$	1,156
Excise tax expense		$	80		$	—		$	—

For the year ended December 31, 2021, net expenses were primarily comprised of interest expense of $21.0 million, gross base management fees of $13.9 million, income based incentive fees of $15.9 million, capital gains incentive fees of $1.8 million, administrative service expenses of $0.2 million, professional fees of $2.4 million, fees to independent directors of $336,000, organization and offering costs of $42,000 and other expenses of $1.5 million; offset by management fee waiver of $10.4 million, and increased by expense support recoupment of previously waived organization and offering costs by the Adviser of $98,000.

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For the year ended December 31, 2020, net expenses were primarily comprised of interest expense of $3.7 million, gross base management fees of $2.2 million, income based incentive fees of $2.5 million, capital gains incentive fees of $1.3 million, administrative service expenses of $0.2 million, professional fees of $1.7 million, fees to independent directors of $0.3 million, organization and offering costs of $0.7 million and other expenses of $0.5 million; offset by management fee waiver and expense support by the Adviser of $1.7 million and $0.2 million, respectively.

During the period from May 30, 2019 (inception) to December 31, 2019, net expenses were primarily comprised of professional fees of $66,000, fees to independent directors of $43,000, organization costs of $1.1 million and other expenses of $47,000; offset by expense waivers by the Investment Adviser of $79,000.

Interest and other financing expenses increased from $3.7 million for the year ended December 31, 2020 to $21.0 million for the year ended December 31, 2021. The increase was primarily driven by approximately $796.3 million of average borrowings at an average effective interest rate of 2.12% during the year ended December 31, 2021, as compared to approximately $114.4 million of average borrowings at an average effective interest rate of 1.93% during the year ended December 31, 2020.

For the year ended December 31, 2021, expense support includes recoupment of previously waived excess organization and offering costs of $0.1 million. For the year ended December 31, 2020, expense support includes excess organization and offering costs of $0.2 million that the Adviser committed to pay.

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our stockholders in each taxable year generally at least 90% of the sum of our ICTI, as defined by the Code (without regard to the deduction for dividends paid), and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our stockholders, which generally relieve us from corporate-level U.S. federal income taxes. For the three and nine months ended September 30, 2022, we have accrued $0 and $0 of U.S. federal excise tax, respectively. For the three and nine months ended September 30, 2021, we have accrued $0 and $5,000 of U.S. federal excise tax, respectively. For the year ended December 31, 2021, we have accrued $80,000 of U.S. federal excise tax. No federal excise tax was accrued for the year ended December 31, 2020 or the period from inception (May 30, 2019) to December 31, 2019.

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

	For The Three Months Ended
$ in thousands	September 30, 2022			September 30, 2021
Realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss):
Non-controlled/non-affiliated investments		$	18		$	126
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments			(24,390)			3,290
Net realized and unrealized gains (losses)		$	(24,372)		$	3,416

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	For The Nine Months Ended
$ in thousands	September 30, 2022			September 30, 2021
Realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss):
Non-controlled/non-affiliated investments		$	556		$	120
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments			(61,869)			11,824
Net realized and unrealized gains (losses)		$	(61,313)		$	11,944

	For the year ended						From May 30, 2019 (inception) to
$ in thousands	December 31, 2021			December 31, 2020			December 31, 2019
Realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss):
Non-controlled/non-affiliated investments		$	1,895		$	2,154		$	—
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments			8,431			5,508			—
Net realized and unrealized gains (losses)		$	10,326		$	7,662		$	—

For the three and nine months ended September 30, 2022, net realized gain on our investments was $18,000 and $0.6 million, respectively, primarily driven by the sale of debt and equity investments in our portfolio. For the three and nine months ended September 30, 2021, net realized gain was $0.1 million and $0.1 million, respectively, primarily driven by the sale of debt and equity investments in our investment portfolio.

For the year ended December 31, 2021 and December 31, 2020, net realized gain on our investments was $1.9 million and $2.2 million, respectively, primarily driven by the sale of debt and equity investments in our investment portfolio. For the period from May 30, 2019 (inception) to December 31, 2019, there were no realized gain (loss) or changes in unrealized gains/losses on investments since the Company commenced operations on January 31, 2020.

We determine the fair value of our portfolio investments quarterly and any changes in fair value are recorded as unrealized appreciation or depreciation. For the three and nine months ended September 30, 2022, net change in unrealized depreciation on our investments of $24.4 million and $61.9 million was primarily driven by the decreases of valuations of our debt and equity investments as a result of the volatile credit environment and spread widening in the primary and secondary markets. For the three and nine months ended September 30, 2021, net change in unrealized appreciation on our investments of $3.3 million and $11.9 million was primarily driven by the increases of valuations of our debt and equity investments in a tightening credit environment and generally strong portfolio company performance.

For the year ended December 31, 2021 and December 31, 2020, net change in unrealized gain on our investments of $8.4 million and $5.5 million were primarily driven by the increases of valuations of our debt and equity investments as a result of the tightening credit spread environment and generally strong portfolio company performance.

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 and cash equivalents. 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

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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, 2022, we had approximately $59.9 million of cash, which taken together with our approximately $14.7 million, $278.0 million and $691.6 million of availability under the CIBC Subscription Facility, the BNP Funding Facility and the Truist Credit Facility (subject to borrowing base availability) (each as defined below), respectively, and our approximately $309.4 million of uncalled capital commitments to purchase shares of Common Stock, or capital commitments, we expect will be sufficient for our investing activities and sufficient to conduct our operations in the near term. As of September 30, 2022, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.

Equity

As of September 30, 2022, we had received aggregate capital commitments of approximately $1,624.0 million. The total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the nine months ended September 30, 2022 were as follows (dollar amounts in millions):

Share Issuance Date	Shares Issued		Amount
May 16, 2022		3,548,132		$	74.9
July 28, 2022		3,903,231			79.8
Total		7,451,363		$	154.7

During the year ended December 31, 2021, we issued eight capital calls to our stockholders. As a result, the total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2021 were as follows (dollar amounts in millions):

Share Issuance Date	Shares Issued		Amount
January 20, 2021		1,726,689		$	35.00
March 12, 2021		2,171,816			45.00
April 12, 2021		5,326,877			110.00
May 26, 2021		4,036,582			84.97
July 16, 2021		7,161,130			149.88
October 15, 2021		7,806,514			164.02
November 12, 2021		8,182,294			173.96
December 29, 2021		4,748,891			99.63
Total		41,160,793		$	862.46

The total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2020 were as follows (dollar amounts in millions):

Share Issuance Date	Shares Issued		Amount
February 5, 2020		2,874,810		$	57.50
March 27, 2020		2,410,313			44.95
June 26, 2020		769,194			14.95
August 11, 2020		2,002,070			39.98
September 28, 2020		3,504,634			69.99
December 1, 2020		3,410,138			69.98
Total		14,971,159		$	297.35

During the period from May 30, 2019 (inception) to December 31, 2019, we received seed capital of $35,000 from and issued 1,750 shares to MS Credit Partners Holdings.

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Any unfunded capital commitments will terminate as of the closing of this offering and we will not be able to draw down any unfunded capital commitments after such date.

Distributions and Dividend Reinvestment

The following tables summarize our distributions declared and payable for the nine months ended September 30, 2022 and September 30, 2021, respectively:

Date Declared	Record Date	Payment Date	Per Share Amount			Dividend Yield(1)		Total Amount (in thousands)
March 25, 2022	March 25, 2022	April 27, 2022		$	0.48		9.3%		$	27,455
June 24, 2022	June 24, 2022	July 27, 2022		$	0.47		9.3%		$	28,601
September 26, 2022	September 28, 2022	October 19, 2022		$	0.47		9.3%		$	30,611
Total Distributions				$	1.42				$	86,667

Date Declared	Record Date	Payment Date	Per Share Amount			Dividend Yield(1)		Total Amount (in thousands)
March 18, 2021	March 18, 2021	April 22, 2021		$	0.45		10.1%		$	8,570
June 23, 2021	June 23, 2021	July 22, 2021		$	0.49		10.7%		$	13,974
September 23, 2021	September 23, 2021	October 27, 2021		$	0.56		11.1%		$	20,080
Total Distributions				$	1.50				$	42,624

(1)

Dividend yield (annualized) is calculated by dividing the declared dividend by the weighted average of the net asset value at the beginning of the quarter, the capital called and dividend reinvested during the quarter and annualizing over 4 quarterly periods.

The following tables summarize our distributions declared and payable for the year ended December 31, 2021 and December 31, 2020, respectively:

Date Declared	Record Date	Payment Date	Per Share Amount			Dividend Yield(2)		Total Amount (in thousands)
March 18, 2021	March 18, 2021	April 22, 2021		$	0.45		10.1%		$	8,570
June 23, 2021	June 23, 2021	July 22, 2021			0.49		10.7%			13,974
September 23, 2021	September 23, 2021	October 27, 2021			0.56		11.1%			20,080
December 21, 2021	December 21, 2021	January 25, 2022			0.57		11.9%			29,691
Total Distributions				$	2.07				$	72,315

Date Declared	Record Date	Payment Date	Per Share Amount			Dividend Yield(2)		Total Amount (in thousands)
June 19, 2020	June 19, 2020	July 15, 2020		$	0.29		6.0%		$	1,533
September 24, 2020	September 24, 2020	October 22, 2020			0.40		9.7%			3,228
December 29, 2020	December 29, 2020	January 27, 2021			0.61		14.2%			9,165
Total Distributions				$	1.30				$	13,926

(1)

Includes a special distribution of $0.11 and $0.18 per share for the year ended December 31, 2021 and December 31, 2020, respectively.

(2)

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Debt

Our outstanding debt obligations were as follows:

	September 30, 2022									December 31, 2021
$ in thousands	Aggregate Principal Committed			Outstanding Principal			Unused Portion			Aggregate Principal Committed			Outstanding Principal			Unused Portion
CIBC Subscription Facility		$	235,000		$	220,350		$	14,650		$	400,000		$	310,350		$	89,650
BNP Funding Facility			600,000			322,000			278,000			600,000			463,500			136,500
Truist Credit Facility			975,000			282,233			691,642			975,000			476,000			499,000
2027 Notes			425,000			425,000			—			—			—			—
2025 Notes			275,000			275,000			—			—			—			—
Total		$	2,510,000		$	1,524,583		$	984,292		$	1,975,000		$	1,249,850		$	725,150

	December 31, 2021									December 31, 2020
	Aggregate Principal Committed			Outstanding Principal			Unused Portion			Aggregate Principal Committed			Outstanding Principal			Unused Portion
CIBC Subscription Facility		$	400,000		$	310,350		$	89,650		$	400,000		$	333,850		$	66,150
BNP Funding Facility			600,000			463,500			136,500			300,000			—			300,000
Truist Credit Facility			975,000			476,000			499,000			—			—			—
Total		$	1,975,000		$	1,249,850		$	725,150		$	700,000		$	333,850		$	366,150

Critical Accounting Estimates

The preparation of our 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, are described below. The critical accounting estimates should be read in connection with “Risk Factors” in this registration statement.

Valuation

We conduct the valuation of assets at all times consistent with U.S. GAAP and the 1940 Act. Our Board of Directors, with the assistance of our Audit Committee, or the Audit Committee, determines the fair value of our assets, for assets with a daily public market, and for assets with no readily available public market, on at least a quarterly basis, in accordance with the terms of ASC 820. The Board of Directors has delegated to 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. Our valuation procedures are set forth in more detail below.

ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same-to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

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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 our 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. Debt investments are generally fair valued using discounted cash flow analyses technique. Expected cash flows are projected based on contractual terms and discounted back to the measurement date based on a discount rate. The discount rate is determined based upon an assessment of current and expected yields for similar investments and risk profiles. The process used to determine the applicable value is as follows:

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

preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of our Adviser’s senior management;

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

our Audit Committee reviews the assessments of the Valuation Designee and the independent third-party valuation firm and provide our Board of Directors with recommendations with respect to the fair value of each investment in our portfolio; and

our Board of Directors discusses the valuation recommendations of our Audit Committee and determine the fair value of each investment in our portfolio in good faith based on the input of the Valuation Designee and, where applicable, the third-party valuation firm.

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

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the nature and realizable value of any collateral;

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

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

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

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

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

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

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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.

Our Board of Directors is ultimately responsible for the determination, in good faith, of the fair value of our portfolio investments.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our financial statements will express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial statements.

Quantitative and Qualitative Disclosures About Market Risk

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

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Valuation Risk

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

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, 2022, approximately 100.0% of our income-producing senior secured debt investments were at floating rates. Based on our Consolidated Statement of Assets and Liabilities as of September 30, 2022, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing structure as of September 30, 2022) (dollar amounts in thousands):

Basis Point Change – Interest Rates	Interest Income			Interest Expense			Net Income
Up 300 basis points		$	83,780		$	(24,737)		$	59,043
Up 200 basis points		$	55,854		$	(16,492)		$	39,362
Up 100 basis points		$	27,927		$	(8,246)		$	19,681
Down 100 basis points		$	(27,807)		$	8,246		$	(19,561)
Down 200 basis points		$	(52,229)		$	16,492		$	(35,737)
Down 300 basis points		$	(64,176)		$	24,737		$	(39,439)

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 prospectus, we did not engage in interest rate hedging activities.

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BUSINESS

The Company

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 1940 Act. We are externally managed by the Adviser, an indirect wholly-owned subsidiary of Morgan Stanley. MS Private Credit managed approximately $15.1 billion in committed capital13 as of November 1, 2022. We are not a subsidiary of or consolidated with Morgan Stanley.

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.

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 backed by financial sponsors. For the purposes of this prospectus, “middle-market companies” refers to companies that, in general, generate annual EBITDA in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this criteria.

The middle-market loans in which we generally invest are typically not rated by any rating agency, but we believe that if they were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s Ratings Services), which under the guidelines established by these rating agencies is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Debt instruments that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.”

Our investment approach is focused on long-term credit performance, risk mitigation and preservation of principal. Utilizing our proprietary investment approach, we intend to execute on our investment objective by (1) drawing upon the Adviser’s and the Firm’s longstanding and deep relationships with middle-market companies, financial sponsors, commercial and investment banks, industry executives and financial intermediaries to provide a strong pipeline of investment opportunities, (2) implementing the Adviser’s rigorous, fundamentals-driven and disciplined investment and risk management process, (3) drawing on the investment committee’s extensive experience in credit and principal investing, credit analysis and structuring, and (4) accessing Morgan Stanley’s global resources.

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By leveraging the established origination and underwriting capabilities within the MS Private Credit platform and targeting an attractive investing area in the U.S. middle-market, we believe we will be able to offer attractive risk-adjusted returns to our investors. Despite recent market volatility, we believe the middle-market direct lending market environment continues to be attractive. We remain highly focused on conducting extensive due diligence and leveraging the Morgan Stanley platform. We continue to seek to invest in companies that are led by strong management teams, generate substantial free cash flow, have leading market positions, benefit from sustainable business models, and are well positioned to perform well despite the impact of recent market volatility. We believe the current market environment offers opportunities to seek compelling risk adjusted returns. Our investment pace will depend on several factors including the market environment, including the current inflationary economic environment, and deal flow.

Uncertainty as to the probability of, and length and depth of a global recession has created stress on the market and could affect our portfolio companies. In addition, government spending, government policies, including recent increases in certain interest rates by the Federal Reserve and other global central banks, volatile energy prices and disruptions in supply chains in the United States and elsewhere, whether as a result of the impact of the Coronavirus pandemic or otherwise, in conjunction with other factors, including those described in this prospectus, have led and could continue to lead to inflationary economic environments that could affect our portfolio companies, our financial condition and our results of operations. We will continue to monitor the evolving market environment, including as it relates to the Coronavirus pandemic and guidance from U.S. and international public health authorities. In these circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of Coronavirus on our financial condition, results of operations or cash flows in the future. Despite these factors, we believe we and our portfolio are well positioned to manage the current environment, and we and our Adviser continue to be fully operational. See “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” in this registration statement.

On December 23, 2019, we completed our initial closing, or Initial Closing, of capital commitments to purchase shares of our Common Stock in a private placement pursuant to subscription agreements with investors. Since our Initial Closing, we held additional closings and received aggregate capital commitments to purchase Common Stock. As of September 30, 2022, total capital commitments were approximately $1,624.0 million, approximately $1,314.5 million of which had been called as of September 30, 2022. Any unfunded capital commitments will terminate as of the closing of this offering and we will not be able to draw down any unfunded capital commitments after such date.

We could have drawn down capital commitments to make investments or pay expenses at any time through December 23, 2023, the third anniversary of the Initial Closing, plus the one-year extension approved by our Board of Directors, or the Investment Period. After the end of the Investment Period, we could have drawn down remaining capital commitments, if any, to the extent necessary to: (a) pay our expenses, including management fees, incentive fees and any amounts that may become due under any borrowings or other financings or similar obligations, any indemnity obligations and any other liabilities, contingent or otherwise, and/or (b) complete investments or obligations (including guarantees) in any transactions for which we have entered into a letter of intent, memorandum of understanding, written bid letter, written agreement in principle, or binding written agreement as of the end of the Investment Period (including investments that are funded in phases).

The Adviser

We have entered into the Investment Advisory Agreement with our Adviser. Pursuant to the Investment Advisory Agreement with our Adviser, we pay our Adviser a fee for investment advisory and management services consisting of two components — a base management fee and an incentive fee. The Investment Advisory Agreement had an initial term of two years and continues thereafter from year to year if approved annually by a majority of our stockholders or a majority of the Board of Directors, including a majority of the Independent Directors. The Investment Advisory Agreement was most recently renewed in August 2022. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Investment Advisory Agreement.”

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Our Adviser, an indirect, wholly owned subsidiary of Morgan Stanley, was established in 2007 and serves as the investment adviser for various funds, accounts and strategies, including the funds and accounts on the MS Private Credit platform, including the MS BDCs, and managed committed capital14 of approximately $15.1 billion at fair value as of November 1, 2022. The MS Private Credit platform was launched in 2010 and includes dedicated strategies targeting different credit products, asset yields and issuer sizes, resulting in a platform that we believe is well positioned to provide scale and flexible financing solutions to borrowers, maximizes deal origination and enhances the ability to generate attractive risk adjusted returns for our investors.

Our Adviser is served by the Investment Team within the MS Private Credit platform. The Investment Team is responsible for origination, due diligence, underwriting, structuring and monitoring each investment throughout its life cycle. The MS Private Credit platform is supported by numerous professionals in legal, compliance, risk management, finance, accounting and tax who help support the platform by providing guidance on our operations.

MS Private Credit’s primary areas of focus include:

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Morgan Stanley, the parent of our Adviser, is a global financial services firm whose predecessor companies date back to 1924 and, through its subsidiaries and affiliates, advises, originates, trades, manages and distributes capital for governments, institutions and individuals. Morgan Stanley maintains a significant market position in each of its business divisions-ISG, WM and IM. We are not a subsidiary of or consolidated with Morgan Stanley and Morgan Stanley does not guarantee any of our financial obligations.

Our Investment Committee is comprised of ten senior investment professionals of IM and is chaired by Jeffrey S. Levin, our Chief Executive Officer and President and a member of our Board of Directors. The Investment Committee members have an average of over 22 years of relevant industry experience and have experience investing across multiple credit cycles and different investing environments, including the global financial crisis of 2008. All investment decisions are reviewed and approved by the Investment Committee, which has principal responsibility for approving new investments and overseeing the management of existing investments.

The Administrator

Our Administrator, an indirect, wholly owned subsidiary of Morgan Stanley, provides the administrative services necessary for us to operate pursuant to the Administration Agreement. On October 14, 2019, our

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Board of Directors approved the Administration Agreement for an initial two-year term. The Administration Agreement was most recently renewed in August 2022.

We pay our Administrator our allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer. Our Administrator will be reimbursed for certain expenses it incurs on our behalf. Our Administrator reserves the right to waive all or part of any reimbursements due from the Company at its sole discretion. See “Management Agreements-Administration Agreement” below for a discussion of the expenses that we reimburse to the Administrator (subject to the review and approval of our independent directors).

Investment Strategy

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Strong, predictable deal flow given significant private equity committed capital;

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Well-capitalized borrowers, including potential access to additional capital from sponsors, if needed;

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Access to detailed financial, operational, industry data, and third-party legal and accounting due diligence reports conducted by the sponsor as part of their due diligence;

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Proper oversight and governance provided by experienced management teams and a board of directors, as well as other industry and/or operating expertise from the sponsors;

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Natural alignment of interests between lender and sponsor given focus on exit strategy; and

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Supplemental diligence beyond the credit analysis of the borrower, given the ability to analyze track records of each private equity firm.

We have created what we believe is a defensive portfolio of investments focusing on generally avoiding issuer or industry concentration in order to mitigate risk and achieve our investment objective.

We focus primarily on U.S. middle-market companies. However, to the extent that we invest in foreign companies, we intend to do so in accordance with the limitations under the 1940 Act and only in jurisdictions with established legal frameworks and a history of respecting creditor rights, including the UK and countries that are members of the European Union, as well as Canada, Australia and Japan. Our investment strategy is predicated on seeking to lend to companies with proven management teams in what we believe to be non-cyclical industry sectors. As of September 30, 2022, the Company’s exposure to businesses that the Adviser believes may be subject to business cycle volatility, was approximately 6% of gross investment commitments. Additionally, we typically avoid direct exposure to investments in certain sectors such as retail, restaurants, energy, alcohol, tobacco, pork manufacturing, gaming and gambling, and pornography.

Investment Criteria

In order to achieve our investment objectives, we seek to build an investment portfolio that consists primarily of directly originated floating-rate first lien senior secured term loans (including unitranche loans), and second lien senior secured term loans of U.S. middle-market companies. The balance of our investments are expected to be in higher-yielding assets such as mezzanine debt, unsecured debt and equity

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investments in U.S. middle-market companies, and other opportunistic asset purchases. Our debt investments typically have maturities of five to eight years. We seek to create and have created what we believe is a defensive portfolio of investments in order to mitigate risk and achieve our investment objective.

We expect our target portfolio companies to exhibit some, or all, of the following characteristics at the time of the initial investment, although not all of our portfolio companies will meet these criteria:

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EBITDA of $15 – $200 million;

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Defensible, leading market positions;

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Unique or specialized strategy or other meaningful barriers to entry;

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Low technology or market risks;

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Diversified product offering, customer and supplier base;

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Stable cash flows;

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Low capital expenditure requirements;

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General avoidance of what we believe to be cyclical industry sectors;

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Operations predominantly based in the United States, Canada and Mexico;

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Typical loan-to-value of up to 60%; and

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Experienced management teams with successful track records.

We expect that over the long term and once we are fully invested, our investments will generally comply with the following limits, measured as a percentage of the sum of our aggregate equity commitments and our use of leverage (expected to be 1.0x – 1.25x as measured by debt-to-equity, subject to a cap of 2.0x), in each case, at the time the relevant investment is made:

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Typical investment to represent between 1% and 3%;

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No industry to represent more than 15%; and

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Non-U.S. portfolio companies not to exceed 10%.

Key themes of our investment strategy include:

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Maintaining an appropriate allocation of first lien senior secured and second lien senior secured debt to allow us to achieve attractive returns within the targeted risk profile, while investing prudently based on the market and economic environment;

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Performing thorough fundamental business and industry due diligence;

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Conducting in-depth due diligence on management teams and sponsors to bolster our position that we are investing in businesses led by experienced professionals;

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Structuring investments focused on providing us with security, covenant protection and current income while seeking to provide our borrowers with adequate liquidity and flexibility to operate; and

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Ongoing active management of our portfolio companies through consistent dialogue with management and/or the sponsor, review of financial reporting, monitoring of key performance indicators and evaluation of exit strategies.

Market Opportunity

Demand for Direct Lending Solution

We believe that demand has increased for financing from direct lenders relative to other sources because of the attractiveness of the product as well as structural and market factors.

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Large and Growing U.S. Middle-Market

We believe U.S. middle-market companies represent a large and growing opportunity set and will likely require additional amounts of private debt financing for various purposes.

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Attractive Attributes of Middle Market Direct Lending

We believe that focusing on lending to private equity owned middle-market businesses provides for attractive risk adjusted return opportunities.

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Competitive Advantages

We believe we are able to execute on our investment objective and achieve attractive risk-adjusted returns as a result of our competitive strengths. In addition to the Adviser’s relationships with middle-market private equity firms, the Firm has relationships with many middle-market private equity firms and middle-market companies that may provide significant investment opportunities. MS Private Credit is the primary private credit investment management platform of the Firm. The Adviser capitalizes on the significant number of lending opportunities with middle-market companies through relationships established by the Firm and otherwise. We believe the large volume of potential lending opportunities and scale of the

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Morgan Stanley origination and due diligence platform allows us to increase investment selectivity and potentially enhance risk-adjusted returns.

Ability to Leverage Morgan Stanley’s Relationships and Network

Morgan Stanley has a substantial network of business relationships with individuals, companies, institutions and governments in the United States and around the world which we believe is a potential source of investment opportunities for us and differentiates us relative to other BDCs. Additionally, we believe that this network may potentially assist our portfolio companies through our efforts to make introductions and referrals to the investment banking and capital markets services of the Firm.

Our Adviser utilizes Morgan Stanley’s global resources throughout the life cycle of each investment, subject to its internal policies and procedures and applicable law, rules and regulations. The investment professionals of the Adviser consult with teams across IM, ISG (and its business units, Investment Banking, Sales and Trading, Commodities and Equity and Fixed Income Research) and WM to assess potential investments and determine the investment opportunities to which we should devote substantial time and resources. Upon the consummation of a transaction, our Adviser monitors each portfolio company investment in accordance with its established policies and procedures. We believe that we benefit, where appropriate, from the expertise, infrastructure, track record, relationships and institutional knowledge of Morgan Stanley.

Highly Differentiated Deal Sourcing Advantages

We believe the relationships that the Adviser’s Investment Team maintains with sponsors, commercial and investment banks, industry executives and financial intermediaries provides a strong pipeline of proprietary investment opportunities. However, unlike many other competing alternative lending strategies, our Adviser operates within a global financial institution with multiple groups within the Firm. We expect the broader Morgan Stanley platform to be a source of potential lending opportunities. We believe this position within the Firm is a key factor that differentiates us and constitutes a meaningful competitive advantage relative to other private credit funds and BDCs.

Distinctive Approach to Credit Investing and Due Diligence

Experienced and Accomplished Investment Team & Investment Committee

The Investment Team is led by investment professionals with extensive experience in credit and principal investing, credit analysis, credit origination and structuring. Jeffrey S. Levin, our Chief Executive Officer and President, has principal management responsibility for the Company and serves as Chair of the Investment Committee. Mr. Levin has more than 20 years of experience in direct lending, mezzanine lending, credit investing and leveraged finance, and he also currently serves as the Chief Executive Officer

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and President and a member of the board of directors of each of the MS BDCs. Prior to that, through his tenure at The Carlyle Group as a Partner and President of TCG BDC Inc. and TCG BDC II, Inc., he also has direct experience in successfully capitalizing and managing BDCs. Before working at The Carlyle Group, Mr. Levin was a senior member of the MS Private Credit platform. In addition, the investment professionals of the MS Private Credit platform has strong financial sponsor and intermediary relationships and a highly developed network within Morgan Stanley. Collectively, the investment professionals of the Adviser have substantial leveraged lending experience, and we believe the Investment Team is well positioned to generate attractive risk-adjusted returns.

Morgan Stanley Equity Investment

MS Credit Partners Holdings has as of [ ], 2022 invested $[ ] million in the Company pursuant to a subscription agreement initially entered into in December 2019. As of September 30, 2022 and December 31, 2021, MS Credit Partners Holdings held approximately 12.0% and 12.5% of our outstanding shares of common stock, respectively. The obligation to fund capital commitments under MS Credit Partner Holdings’ subscription agreement terminates as of the closing of this offering, and Morgan Stanley has no other obligation, contractual or otherwise, to financially support us. Morgan Stanley has no history of financially supporting any of the BDCs on the MS Private Credit platform, even during periods of financial distress.

Investment Process

Our investment activities are managed by our Adviser. Our Adviser is responsible for origination, underwriting, structuring and monitoring our investments.

The Adviser’s investment process has five stages: Origination, Preliminary Screen, Due Diligence & Structuring, Investment Committee Approval & Closing and Portfolio Management, and it employs the same rigorous and disciplined investment process to all types of investments. The Investment Team works on a particular transaction from origination to close and continues to monitor each investment throughout its life cycle.

Origination

We believe we benefit from the Adviser’s highly differentiated direct origination platform. The origination platform is complemented by opportunities sourced by other Morgan Stanley divisions and businesses.

The Firm has deep relationships with many middle-market private equity firms and middle-market companies that provide significant investment opportunities. MS Private Credit is the primary private credit investment management platform across the Firm. We seek to capitalize on a significant number of lending opportunities with middle-market companies that the Firm has longstanding relationships with.

We believe the large volume of untapped potential lending opportunities sourced by the Firm and the scale of the Morgan Stanley origination platform should allow us to increase investment selectivity and potentially enhance risk-adjusted returns.

Preliminary Screen

An initial review of each investment opportunity is conducted by the Investment Team to determine whether it is consistent with our investment objectives and credit standards. If the opportunity fits our investment objective and 1940 Act requirements, the opportunity is further evaluated by the Investment Team. The Investment Team utilizes the extensive industry expertise resident in IM and ISG (subject in all cases to applicable regulations, confidentiality provisions, information barriers and policies and procedures) to assist in this preliminary evaluation. Access to these resources allows the Investment Team to assess each opportunity quickly and effectively and enables it to focus only on compelling opportunities.

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If the members of the Investment Team conducting the initial review conclude that the investment opportunity meets our objectives, the Investment Team prepares a screening memo which is discussed with a subset of the Investment Committee at a Preliminary Screen meeting. At a Preliminary Screen meeting, the Investment Team presents an overview of the business, proposed capital structure, proposed terms (if applicable at this stage), key investment highlights and risks, and preliminary financial analysis. Opportunities that are approved at the Preliminary Screen meeting advance to the Due Diligence & Structuring phase.

Due Diligence & Structuring

All investment opportunities that pass the Preliminary Screen are subject to a comprehensive due diligence process. The Adviser uses both internal and external resources in its due diligence process including leveraging the extensive industry expertise resident in Morgan Stanley’s businesses (subject in all cases to applicable regulations, confidentiality provisions, information barriers and policies and procedures). Diligence typically involves meeting with company management and the financial sponsor to achieve a comprehensive understanding of the portfolio company’s competitive positioning, competitive advantage, company strategy and risks and mitigants associated with the proposed investment.

Additionally, the Investment Team, to the extent applicable, conducts supplemental diligence including:

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Financial analysis;

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Capital structure review;

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Covenant analysis;

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Review of third-party due diligence reports (financial, industry, legal, technology, insurance and/or environmental);

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Industry research;

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Customer calls;

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Industry expert calls;

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Management background checks;

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Consideration of ESG issues; and

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Negotiation of legal documentation.

The Investment Team reviews ESG considerations as part of its due diligence process. As a part of ESG due diligence, the Investment Team evaluates each potential borrower utilizing a standard ESG template to determine an ESG score for each potential borrower. Borrowers who score beneath an internally set threshold require additional discussion and consideration by the Investment Committee. The identification of a material ESG risk will not necessarily be determinative in our Adviser’s decision to lend to a potential borrower. In addition, material ESG issues are reported and discussed as part of the Adviser’s ongoing portfolio management processes on a quarterly basis.

Investment Committee Approval & Closing

The Investment Committee is engaged throughout the investment process to provide guidance on best practices, industry expertise and related deal experience drawn from their relevant experience.

Based on the findings in the Due Diligence & Structuring phase, the Investment Team prepares a detailed memo that is presented to the Investment Committee. A majority of the Investment Committee, including approval by Jeffrey S. Levin, must approve a transaction in order for us to pursue the opportunity. Once approved, the Investment Team works towards closing and funding the investment. Any changes to the investment after approval along with key legal terms are documented and circulated to the Investment Committee prior to closing in the form of a closing memo.

Portfolio Monitoring and Risk Management

We believe that proactive monitoring of our portfolio companies is an important part of the investment process. The Adviser engages in formal and informal dialogue with portfolio company management teams,

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financial sponsors, suppliers and customers, as appropriate, through conversations facilitated, in part, by the Firm’s global network in an attempt to give us an ongoing advantage relative to other investors. The Adviser receives monthly or quarterly financial reports from portfolio companies. This information access and ongoing interactions with portfolio companies and sponsors should provide the Adviser with the ability to anticipate any potential performance or liquidity issues at an early stage and to work proactively toward mitigating potential losses. Our Adviser holds quarterly portfolio reviews. In conjunction with the quarterly portfolio reviews, the Adviser compiles a quarterly risk report that examines, among other things, migration in portfolio and loan level investment mix, industry diversification, ESG review, Internal Risk Rating, revenue, EBITDA and leverage.

Frequency of review of individual loans is determined on a case-by-case basis, based on an Internal Risk Rating, total exposure and other criteria set forth by the Investment Committee. Performing loans, or loans on which the borrower has historically made payments of principal and interest on time, are typically discussed every quarter, while any loan that has been downgraded under our Internal Risk Rating scale is typically discussed quarterly at a minimum and more frequently as appropriate. In addition, the Adviser holds monthly “watchlist” meetings which include a discussion of all transactions that have been downgraded, or are at risk for downgrade, under our Adviser’s Internal Risk Rating system.

Category 1

In the opinion of our Adviser, investments in Category 1 involve the least amount of risk relative to our initial cost basis at the time of origination or acquisition. Category 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.

Category 2

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

Category 3

In the opinion of our Adviser, investments in Category 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.

Category 4

In the opinion of our Adviser, investments in Category 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 Category 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.

Our Adviser rates the investments in our portfolio at least quarterly, and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3 or 4, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company by conducting a formal review of the portfolio company on a monthly basis and taking any actions deemed appropriate from the results of such review. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Portfolio, Investment Activity and Results of Operations.” for the portfolio distribution of Internal Risk Rating as of September 30, 2022, December 31, 2021 and December 31, 2020.

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Beyond the policies and protocols detailed above, our Adviser’s Investment Team servicing the Company performs analysis and projections in response to market conditions to assess potential exposure to our portfolio. Sample analysis includes evaluation of the impact from rise in energy prices, volatility in foreign currency exchange rates, market impacts of responses to the Coronavirus pandemic, inflation expectation and interest rate sensitivity.

The Internal Risk 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.

Allocation of Investment Opportunities and Potential Conflicts of Interest; Co-Investment Opportunities

As a diversified global financial services firm, Morgan Stanley engages in a broad spectrum of activities. In the ordinary course of its business, Morgan Stanley is a full-service investment banking and financial services firm and therefore engages in activities where Morgan Stanley’s interests or the interests of its clients may conflict with the interests of our stockholders. Morgan Stanley has advised and may advise clients and has sponsored, managed or advised Affiliated Investment Accounts with a wide variety of investment objectives that in some instances may overlap or conflict with our investment objectives and present conflicts of interest. Certain members of the Investment Team and the Investment Committee will make investment decisions on behalf of Affiliated Investment Accounts, including Affiliated Investment Accounts with investment objectives that overlap with ours. For instance, the Adviser serves as the investment adviser to the other MS BDCs. 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 and the subscription agreement entered into by MS Credit Partners Holdings terminates as of the closing of this offering. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — MS Credit Partners Holdings Investment.” Morgan Stanley has no history of financially supporting any of the BDCs on the MS Private Credit platform, even during periods of financial distress. For additional information, see “Potential Conflicts of Interest.”

These activities create potential conflicts in allocating investment opportunities among us and other Affiliated Investment Accounts. As a BDC regulated under the 1940 Act, we are subject to certain limitations relating to co-investments and joint transactions with affiliates, which likely will, in certain circumstances, limit our ability to make investments or enter into other transactions alongside the Adviser and other Affiliated Investment Accounts. Although the Adviser has implemented allocation policies and procedures, there can be no assurance that such regulatory restrictions will not adversely affect our ability to capitalize on attractive investment opportunities.

We may, however, invest alongside the Affiliated Investment Accounts, which are advised by the Adviser or its affiliates, in certain circumstances where doing so is consistent with our Adviser’s allocation policies and procedures, applicable law and SEC staff interpretations, guidance and any exemptive relief order applicable to us and/or the Adviser. The SEC has granted our Adviser an exemptive order that, allows us to enter into certain negotiated co-investment transactions alongside certain Affiliated Investment Accounts, which are advised by the Adviser or its affiliates, 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 exemptive order. Pursuant to the exemptive 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 makes certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, 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.

For a description of the potential conflicts of interest of the Company as well as the allocation of investments among entities advised by the Adviser and its affiliates, see “Potential Conflicts Of Interest — Investments by Morgan Stanley and Its Affiliated Investment Accounts.”

Competition

Our primary competitors in providing financing to middle-market companies include public and private investment funds, other BDCs, commercial finance companies and, to the extent they provide an

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alternative form of financing, private equity, mezzanine and hedge funds, as well as issuers of CLOs, other structured loan funds, and to a lesser extent, commercial and investment banks. Some of our potential competitors may be more experienced and may have more resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. Our competitors have incurred, or may in the future incur, leverage to finance their debt investments at levels or on terms more favorable than those available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we do, which could allow them to consider a wider variety of investments and establish more relationships than us.

Among other factors, the returns on investments available in the marketplace are a function of the supply of investment opportunities and the amount of capital investing in such opportunities. Strong competition for investments, including from new competitors, could result in fewer investment opportunities and less favorable pricing for us, as our competitors target the same or similar investments that we intend to purchase. Moreover, identifying attractive investment opportunities is difficult and involves a high degree of uncertainty. For additional information concerning the competitive risks we face, see “Risk Factors — Risks Relating to Our Business and Structure — We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.”

Implications of Being an Emerging Growth Company

We currently are and expect to remain an “emerging growth company,” as defined in the JOBS Act, until the earliest of:

•

the last day of our fiscal year in which the fifth anniversary of an Exchange Listing occurs;

•

the end of the fiscal year in which our total annual gross revenues first exceed $1.235 billion;

•

the date on which we have, during the prior three-year period, issued more than $1.0 billion in non-convertible debt; and

•

the last day of a fiscal year in which we (1) have an aggregate worldwide market value of shares of our Common Stock held by non-affiliates of $700 million or more, computed at the end of each fiscal year as of the last business day of our most recently completed second fiscal quarter and (2) have been an Exchange Act reporting company for at least one year (and filed at least one annual report under the Exchange Act).

Under the JOBS Act and Dodd Frank, we are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act, which would require that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting, until such time as we cease to be an emerging growth company and become an accelerated filer as defined in Rule 12b-2 under the Exchange Act. This may increase the risk that material weaknesses or other deficiencies in our internal control over financial reporting go undetected.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have made an irrevocable election not to take advantage of this exemption from new or revised accounting standards. We therefore are subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Legal Proceedings

The Company 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. The Company is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company.

Properties

Our headquarters are located at 1585 Broadway, New York, NY 10036. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted. We do not own

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REGULATION

Regulation as a Business Development Company

General

On November 25, 2019, we elected to be regulated as a BDC under the 1940 Act. A BDC is a specialized investment vehicle that elects to be regulated under the 1940 Act as an investment company, but is generally subject to less onerous requirements than other registered investment companies under a regime designed to encourage lending to U.S.-based small and mid-sized businesses. Unlike many similar types of investment vehicles that are restricted to being private entities, the stock of a BDC is permitted to trade in the public equity markets. BDCs are also eligible to elect to be treated as a RIC under Subchapter M of the Code. A RIC typically does not incur significant entity-level income taxes, because it is generally entitled to deduct distributions made to its stockholders. We have elected to be treated, and intend to qualify annually as a RIC. See “Material U.S. Federal Income Tax Considerations.”

Qualifying Assets

Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC’s total assets. The principal categories of qualifying assets relevant to our proposed business are the following:

Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

is organized under the laws of, and has its principal place of business in, the United States;

is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

satisfies either of the following:

does not have any class of securities listed on a national securities exchange or has any class of securities listed on a national securities exchange subject to a $250 million market capitalization maximum; or

ii.

is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result, the BDC has an affiliated person who is a director of the eligible portfolio company.

Securities of any eligible portfolio company which we control.

Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.

Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

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Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

We deem certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities as cash equivalents. We primarily make investments in securities described in paragraphs 1 through 3 of Section 55(a) of the 1940 Act. From time to time, including at or near the end of each fiscal quarter, we may consider using various temporary investment strategies for our business, including taking proactive steps by utilizing cash equivalents as temporary assets with the objective of enhancing our investment flexibility pursuant to Section 55 of the 1940 Act. More specifically, from time-to-time we may draw down our Credit Facilities, as deemed appropriate, and repay such borrowings subsequent to quarter end. We may also purchase U.S. Treasury bills or other high-quality, short-term debt securities at or near the end of the quarter and typically close out the position on a net cash basis subsequent to quarter end. The Investment Advisory Agreement excludes the amount of these transactions or such cash drawn for this purpose from total assets for purposes of computing the base management fee.

Managerial Assistance to Portfolio Companies

In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance. However, when a BDC purchases securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

Temporary Investments

Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets.

Senior Securities

As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to shares of our Common Stock if our asset coverage, as defined in the 1940 Act, is at least equal to the percentage set forth in Section 61 of the 1940 Act that is applicable to us at such time. On December 16, 2019, our sole stockholder approved the application of the reduced asset coverage requirements in Section 61(a)(2) to us, effective as of December 17, 2019. As a result of stockholder approval, effective December 17, 2019, the asset coverage ratio under the 1940 Act applicable to us decreased to 150% from 200%, so long as we meet certain disclosure requirements, which means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities as compared to $100 from borrowing and issuing senior securities for every $100 of net assets under 200% asset coverage. In addition, while any senior securities remain outstanding, we will be required to make provisions to prohibit any dividend distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We are also permitted to borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage, which borrowings would not be considered senior securities, provided that any such borrowings in excess of 5% of the value of our total assets would be subject to the asset coverage ratio requirements of the 1940 Act, even if for temporary or emergency purposes. Regulations governing our operations as a BDC will affect our ability to raise, and the method of raising, additional capital, which may expose us to risks.

Code of Ethics

We and our Adviser have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act (each, a “Code of Ethics”) that establishes procedures for personal investments and restricts certain personal securities

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transactions. Personnel subject to the Code of Ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the Code of Ethics’ requirements. A copy of the Code of Ethics for each of the Adviser and the Company is posted on our website at [•]. The Code of Ethics for each of the Adviser and the Company are also available on the SEC’s website at www.sec.gov and you may obtain copies of the Code of Ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

Proxy Voting Policies and Procedures

We have delegated our proxy voting responsibility to our Adviser. A summary of the Proxy Voting Policies and Procedures of our Adviser are set forth below. These policies and procedures are reviewed periodically by our Adviser and our Independent Directors, and, accordingly, are subject to change.

An investment adviser registered under the Investment Advisers Act of 1940, or the Advisers Act, has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, the Adviser recognizes that it must vote the Company’s securities in a timely manner free of conflicts of interest and in our best interests and the best interests of the Company’s stockholders.

These policies and procedures for voting proxies are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.

The Adviser votes proxies relating to the Company’s portfolio securities in what it believes to be the best interest of the Company’s stockholders. To ensure that our vote is not the product of a conflict of interest, the Adviser requires that: (1) anyone involved in the decision making process disclose to the Company’s Chief Compliance Officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (2) employees involved in the decision making process or vote administration are prohibited from revealing how the Company intends to vote on a proposal in order to reduce any attempted influence from interested parties.

A copy of the Adviser’s policies and procedures with respect to the voting of proxies relating to our portfolio securities is available without charge, upon request. Stockholders may obtain information regarding how we voted proxies by making a written request for proxy voting information to: Morgan Stanley Direct Lending Fund c/o Morgan Stanley 1633 Broadway, New York, NY 10036 Attn: Chief Compliance Officer.

Privacy Principles

The Adviser has established policies with respect to nonpublic personal information provided to it with respect to individuals who are investors in the Company, which policies also apply to the Administrator. We have adopted the privacy policies of the Adviser as applicable to us.

We and the Adviser each recognizes the importance of maintaining the privacy of any nonpublic personal information it receives with respect to each investor. In the course of providing management services to us, the Adviser collects nonpublic personal information about investors from the Subscription Agreements and the certificates and exhibits thereto that each investor submits. We and the Adviser may also collect nonpublic personal information about each investor from conversations and correspondence between each investor and us or the Adviser, both prior to and during the course of each investor’s investment in the Company.

We and the Adviser each treat all of the nonpublic personal information it receives with respect to each investor as confidential. We and the Adviser restrict access to such information to those employees, affiliates and agents who need to know the information in order for us and the Adviser to determine whether each investor meets the regulatory requirements for an investment in the Company and, in the case of the Adviser, to provide ongoing management services to us. The Adviser maintains physical, electronic, and procedural safeguards to comply with U.S. federal standards to guard each investor’s nonpublic personal information.

The Adviser does not disclose any nonpublic personal information about any investor to any third parties, other than the Adviser’s agents, representatives and/or affiliates, or as permitted or required by law. Among other things, the law permits the Adviser to disclose such information for purposes of making

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investments on our behalf, complying with anti-money laundering laws, preparing tax returns and reports for each investor and determining whether each investor meets the regulatory requirements for investing in us.

Other

We are prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our Independent Directors and, in some cases, prior approval by the SEC.

We will be periodically examined by the SEC for compliance with the 1940 Act.

We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

We and our Adviser are each required to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their implementation, and designate a chief compliance officer to be responsible for administering the policies and procedures.

Sarbanes-Oxley Act

The Sarbanes-Oxley Act imposes a variety of regulatory requirements on companies with a class of securities registered under the Exchange Act and their insiders. Many of these requirements affect us. For example:

•

pursuant to Rule 13a-14 under the Exchange Act our principal executive officer and principal financial officer must certify the accuracy of the financial statements contained in our periodic reports;

•

pursuant to Item 307 under Regulation S-K under the Securities Act our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures;

•

pursuant to Rule 13a-15 under the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control over financial reporting, which must be audited by our independent registered public accounting firm; and

•

pursuant to Item 308 of Regulation S-K under the Securities Act and Rule 13a-15 under the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated under such act. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we comply with that act in the future.

Bank Holding Company Act

As a BHC that has elected Financial Holding Company, or FHC, status under the BHCA, Morgan Stanley and its affiliates are subject to comprehensive, consolidated supervision and regulation by the Federal Reserve. Because a Morgan Stanley affiliate is acting as our Adviser and Morgan Stanley has a 5% or greater voting investment in us, we are subject to the certain federal banking and financial requirements, including the BHCA, regulations of the Federal Reserve, and certain provisions of the Dodd-Frank Act.

Because we are controlled by Morgan Stanley for purposes of the BHCA, we must generally comply with the investment and activity restrictions applicable to Morgan Stanley under the BHCA. Such restrictions may place certain limitations on our ability to engage in activities or make investments in companies. For instance, the BHCA permits a bank holding company, or BHC, as well as any non-bank affiliate of such BHC,

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to make investment representing less than 5% of any class of voting shares of another company so long as that investment is otherwise non-controlling under the BHCA. The BHCA also permits well-capitalized, well-managed BHCs that have elected to be treated as an FHC to engage in expanded “financial in nature” activities without prior approval of the Federal Reserve. Such financial in nature activities include bona fide merchant banking activities, so long as (i) the FHC holds its merchant banking investments only for a period of time sufficient to enable the sale or disposition thereof on a reasonable basis (generally no more than 10 years) and (ii) the FHC does not routinely manage or operate the companies in which it invests except as necessary or required to obtain a reasonable return on its investment. The BHCA does not, however, require Morgan Stanley to financially support us.

The BHCA generally prohibits BHCs, such as Morgan Stanley, and its subsidiaries from acquiring more than de minimis equity interests in non-financial companies unless certain exemptions apply. Further, under the BHCA, eligible FHCs and their subsidiaries have authority to engage in a broader range of investments and activities than BHCs that are not FHCs.

A significant focus of the regulatory framework that applies to Morgan Stanley is to ensure that Morgan Stanley and its subsidiaries operate in a safe and sound manner, with sufficient capital, earnings and liquidity to allow Morgan Stanley to serve as a source of financial and managerial strength to Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association, or the Banks. These Banks must remain well capitalized and well managed if Morgan Stanley is to maintain its FHC status and continue to engage in the widest range of permissible financial activities. In addition, the general exercise by the Federal Reserve of its regulatory, supervisory and enforcement authority with respect to Morgan Stanley and certain provisions of Dodd-Frank could result in the need for Morgan Stanley to change its business practices or the scope of its current lines of business, including certain limited divestitures. Although such changes could have an impact on and consequences for Morgan Stanley and the Adviser, any limited divestiture should not directly involve the Adviser.

Each investor should carefully review and familiarize itself with these rules and regulations and consult with its own counsel on how the Volcker Rule (as defined herein), Dodd-Frank and the BHCA may impact the investor.

Dodd-Frank and Volcker Rule Disclosure

Section 619 of Dodd-Frank, commonly known as the “Volcker Rule,” and regulations to implement the Volcker Rule issued by the U.S. federal financial regulators in December 2013, referred to as the Implementing Regulations, generally restrict any “banking entity” (which includes Morgan Stanley and most affiliates of Morgan Stanley) from engaging in “proprietary trading” as well as from acquiring or retaining any “ownership interest” in a “covered fund”, in each case unless the investment or activity is conducted in accordance with an exclusion or exemption. The Volcker Rule also generally prohibits certain transactions between a banking entity and any of its affiliates, on the one hand, and a covered fund for which the banking entity or any of its affiliates serves, directly or indirectly, as the investment manager, investment adviser, or that the banking entity or any of its affiliates sponsors in connection with organizing and offering that fund (or with any other covered fund that is controlled by such fund, on the other hand. The term “covered fund” includes, among others, hedge funds and private-equity funds that are privately offered in the United States and that rely on Sections 3(c)(1) or 3(c)(7) of the 1940 Act to avoid being treated as “investment companies” under the 1940 Act.

The Volcker Rule and the Implementing Regulations impose a number of restrictions on Morgan Stanley and its affiliates that affect us and the Adviser. As a BDC, we are not considered to be a covered fund. As a result, Morgan Stanley and its subsidiaries investments in us would not be subject to the Volcker Rule restrictions on investments in covered funds, but we would during that time be considered a banking entity subject to restrictions on proprietary trading to the extent we are “controlled” by Morgan Stanley or its affiliates. Generally, we will be deemed to be controlled for these purposes for so long as entities affiliated with Morgan Stanley own 5% or more of our outstanding voting securities. However, for a limited seeding period following the Initial Closing, which pursuant to the Volcker Rule and the Implementing Regulations, may be three years or more, we will not be deemed to be a “banking entity” solely because of the ownership of our voting securities by Morgan Stanley and its affiliates. We can offer no assurances that, at the conclusion of this seeding period, Morgan Stanley and its subsidiaries would not be deemed to control us for purposes

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of the Volcker Rule as a result of their investment in us. To the extent that we are deemed a banking entity under the Volcker Rule and the Implementing Regulations, our operations may be restricted, although, given the anticipated nature of the investments we make and intend to make, we do not anticipate that these restrictions, if they were to apply, would impose material limitations on our operations, but can provide no assurances that they would not. Furthermore, we can offer no assurances that the rules and regulations enacted under the Volcker Rule, the BHCA and other statutes will not change in a future in a manner that would limit our operations and investments.

It is not certain how all aspects of the Volcker Rule will be interpreted and applied, or what the impact of the Volcker Rule will have on us. In addition, the restrictions and limitation on Morgan Stanley and us may change in the future as the Federal Reserve and other agencies consider whether and how to revise and apply the Volcker Rule. We believe that we may perform our activities and services without violation of applicable U.S. banking laws and regulations. However, it is possible that future changes or clarifications in the BHCA and Volcker Rule, as well as judicial or administrative decisions or interpretations of present of future laws or regulations, could restrict (or possibly prevent) our ability to continue to conduct our operations as currently contemplated. In such event, we, the Adviser and/or Morgan Stanley may agree to make certain amendments or changes to the extent necessary to permit the Adviser to continue to provide services to us, while enabling us to continue to achieve our purposes and objectives.

Exclusion of the Adviser from Commodity Pool Operator Definition

Engaging in commodity interest transactions such as swap transactions or futures contracts for us may cause the Adviser to fall within the definition of “commodity pool operator” under the Commodity Exchange Act, or the CEA, and related CFTC regulations. On January 24, 2020, the Adviser claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of us, or the Exclusion, and, therefore, the Adviser is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of us. The Adviser intends to affirm the Exclusion on an annual basis, and as of the date of this registration statement has affirmed the Exclusion through the fiscal year ending December 31, 2022.

Reporting Obligations and Available Information

We furnish our stockholders with annual reports containing audited financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law. We are required to comply with all periodic reporting, proxy solicitation and other applicable requirements under the Exchange Act.

We make our annual reports, quarterly reports, current reports, proxy and information statements available free of charge on our website at [•]. Information on our website is not incorporated into or part of this prospectus. The SEC also maintains a website that contains annual reports, quarterly reports, current reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us, which can be accessed at www.sec.gov.

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MANAGEMENT

Our Board of Directors oversees our management. Our Board of Directors currently consists of 6 members, 4 of whom are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act. Our Board of Directors elects our executive officers, who serve at the discretion of our Board of Directors. The responsibilities of each director include the oversight of our investment activity, the quarterly valuation of our assets, and oversight of our financing arrangements. Our Board of Directors has also established an Audit Committee and a Nominating and Corporate Governance Committee and will establish a Compensation Committee prior to the effectiveness of the registration statement of which this prospectus forms a part, in addition to any other committees the Board of Directors may establish in the future.

Board of Directors and Executive Officers

Under our certificate of incorporation and bylaws, our directors are divided into three classes. At each annual meeting, directors are elected for a term expiring at the third succeeding annual meeting, with the term of office of only one of these three classes of directors expiring each year. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualifies. Information regarding our Board of Directors is as follows:

Directors

Name

Age

Position(s)
held with
the Company

Expiration
of Term

Director Since

Principal Occupations(s)
During Past 5 Year

Number of
Portfolios
in Fund
Complex
Overseen
by
Director(1)

Other Directorships

Interested Directors

David N. Miller

Chair of the Board of Directors

2023

Class I Director since 2019

Head of Global Private Credit & Equity at Morgan Stanley and a member of IM operating committee since 2016

None

Jeffrey S. Levin

Chief Executive Officer and President, Director

2024

Class II Director since 2019

Chief Executive Officer and President of the Company since October 2019; Chief Executive Officer and President of the other MS BDCs since their formation; Co-Head of Morgan Stanley’s North America Private Credit Team; Co-Portfolio Manager of the Senior Loan Fund investment strategy; Partner at The Carlyle Group and President of TCG BDC, Inc. and TCG BDC II, Inc. from May 2016 to February 2019

None

Independent Directors

Bruce D. Frank

Director

2025

Class III Director since 2019

Retired

Landsea Homes Corp. since 2015

Adam Metz

Director

2025

Class III Director Since 2019

Head of International Real Estate of The Carlyle Group from October 2013 to April 2018

Seritage Growth Properties since March 2022; Galata Acquisition Corp. since 2021; Hammerson PLC since July 2019

Joan Binstock

Director

2024

Class II Director Since 2019

Senior Advisor at Lovell Minnick Partners, LLC since July 2018; Partner at Lord, Abbett & Co. LLC from 2000 to March 2018, including positions as Chief Operating Officer and Chief Financial Officer

SimCorp A/S since April 2018; Brown Brothers Harriman US Mutual Funds since September 2019; KKR Real Estate Select Trust, Inc. since August 2020

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Name

Age

Position(s)
held with
the Company

Expiration
of Term

Director Since

Principal Occupations(s)
During Past 5 Year

Number of
Portfolios
in Fund
Complex
Overseen
by
Director(1)

Other Directorships

Independent Directors

Kevin Shannon

Director

2023

Class I Director since 2019

Chief Financial Officer of the Harvard Management Company, Inc. from September 2009 to April 2020, a member of its Operating Committee from September 2009 to December 2018 and chair of its Valuation Committee from June 2015 to December 2017

None

(1)

The “Fund Complex” consists of the Company, SL Investment Corp., or SLIC, T Series Middle Market Loan Fund LLC, or T Series, and North Haven Private Income Fund LLC, or NH PIF, each a MS BDC that has the same investment adviser as the Company.

Executive Officers Who Are Not Directors

Name	Age	Position(s) held with the Company	Officer Since
Orit Mizrachi	50	Chief Operating Officer and Secretary	2019
Venugopal Rathi	42	Chief Financial Officer	2019
Thomas P. Torrisi	48	Chief Compliance Officer	2022

Biographical Information

Directors

The Board has determined that each of the Directors is qualified to serve as our Director, based on a review of the experience, qualifications, attributes and skills of each Director, including those described below. The Board has determined that each Director has significant experience in the investment or financial services industries and has held management, board or oversight positions in other companies and organizations. Each of our Directors has demonstrated high character and integrity and has expertise and diversity of experience to be able to offer advice and guidance to our management. For the purposes of this prospectus, our directors have been divided into two groups — independent directors and interested directors. Interested directors are “interested persons” as defined in the 1940 Act. In addition, set forth further below is a biography of each executive officer of the Company who is not a Director.

Interested Directors

Jeffrey S. Levin has served as our Chief Executive Officer, President and a member of the Board since October 2019. Mr. Levin is Co-Head of Morgan Stanley’s North America Private Credit team, where he serves on the Investment Committee and is the Portfolio Manager and the Head of Direct Lending. Mr. Levin serves as Chief Executive Officer, President and a member of the board of directors of each of the other MS BDCs. Mr. Levin also serves as Co-Portfolio Manager of the Senior Loan Fund investment strategy. Prior to rejoining IM in February 2019, Mr. Levin was a Partner at The Carlyle Group, and served as President of the firm’s BDCs (TCG BDC, Inc. and TCG BDC II, Inc.) from May 2016 to February 2019. From 2012 to May 2016, Mr. Levin served as the Head of Origination for The Carlyle Group’s Direct Lending platform. Prior to joining The Carlyle Group in 2012, Mr. Levin was a founding member of the MS Private Credit platform, where he was responsible for originating, structuring and executing credit and private equity investments across various industries. Prior to that role, Mr. Levin was a member of the Leveraged & Acquisition Finance Group at Morgan Stanley, where he was responsible for originating and executing high yield bond and leveraged loan transactions. Mr. Levin received a B.B.A. from Emory University.

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Mr. Levin’s investing experience and experience as a senior officer of other BDCs led our Nominating and Corporate Governance Committee to conclude that Mr. Levin is qualified to serve as a Director.

David N. Miller has served as the Chair of the Board since October 2019. Mr. Miller is the Head of Global Private Credit & Equity at Morgan Stanley and a member of the MSIM operating committee. He also serves as the chair of the board of directors of each of the other MS BDCs. Mr. Miller joined Morgan Stanley in August 2016 and has over 22 years of investing experience. Prior to joining Morgan Stanley, from 2012 to January 2016, Mr. Miller was the President and Chief Executive Officer of Silver Bay Realty Trust Corp., or Silver Bay, a publicly traded real estate investment trust he co-founded in 2011 to capitalize on the significant dislocation in the residential housing market. Prior to Silver Bay, Mr. Miller was a Managing Director at Pine River Capital Management and Two Harbors Investment Corp. where he focused on investment strategy and new business development. During the global financial crisis (2008 – 2011), Mr. Miller served in various roles at the U.S. Department of Treasury, or the Treasury, including as the Chief Investment Officer of the Troubled Asset Relief Program where he created complex crisis response investment programs and managed its $700 billion portfolio. Prior to Treasury, Mr. Miller held various investment roles, including as a portfolio manager at HBK Investments and in the Special Situations Group at Goldman Sachs & Co., where he focused on opportunistic investments in public and private debt and equity. Mr. Miller received an M.B.A. from Harvard Business School and a B.A. magna cum laude in Economics from Dartmouth College where he was elected to Phi Beta Kappa. Mr. Miller’s investing experience and experience as a senior officer of several finance companies led our Nominating and Corporate Governance Committee to conclude that Mr. Miller is qualified to serve as a Director.

Independent Directors

Joan Binstock has served as a member of our Board and Chair of our Nominating and Corporate Governance Committee since October 2019. Ms. Binstock also serves as a member of the board of directors and the Chair of the Nominating and Corporate Governance Committee of each of the other MS BDCs. Ms. Binstock serves as an Advisor at Lovell Minnick Partners, LLC since July 2018, where she is responsible for assisting the firm on deal and operational due diligence activities across all portfolio companies. In addition, she has been a Director of SimCorp A/S since April 2018 and the Brown Brothers Harriman US Mutual Funds since September 2019. Ms. Binstock also serves as a member of the board of directors and the Audit Chair of KKR Real Estate Select Trust, Inc., a closed-end management investment company, since August 2020. Ms. Binstock was a Partner at Lord, Abbett & Co. LLC from 2000 to March 2018, where she served as the Chief Operating Officer and Chief Financial Officer. Previously, Ms. Binstock was the Chief Operating Officer at Morgan Grenfell Asset Management. Prior to that, she was a Principal and National Director of the Regulatory and Risk Management Practice at Ernst & Young LLP, the Chief Administrative Officer at BEA/Credit Suisse, and the Chief Administrative Officer of the Capital Markets Group at Goldman Sachs. She served as a Member of the Association of Institutional Investors Board of Directors, was a Director of the Securities Industry and Financial Markets Association, and was a Member of the Global Board of Managers of Omgeo LLC until January 2018. Ms. Binstock is on the board of the Greyston Foundation and on the Advisory Council of NY/NJ Year Up, both of which are nonprofit organizations. Ms. Binstock is a licensed Certified Public Accountant. She holds a M.B.A. from New York University and a B.A. from the University of Binghamton. Ms. Binstock’s investing experience and experience as a senior executive officer in several finance companies led our Nominating and Corporate Governance Committee to conclude that Ms. Binstock is qualified to serve as a Director.

Bruce D. Frank has served as a member of the Board and Chair of the Audit Committee since October 2019. Mr. Frank also serves as a member of the board of directors and Chair of the Audit Committee of each of the other MS BDCs and as a member of the board of directors of Landsea Homes Corporation (f/k/a Landsea Holdings Corporation), where he has served on the board of directors since January 2015 and is currently serving as the Lead Independent Director, chair of the Audit Committee and a member of the Nominating and Governance and Compensation Committees. Mr. Frank previously served on the board of directors of VEREIT, Inc., a real estate operating company, from July 2014 to March 2017 and the board of directors of ACRE Realty Investors Inc., a real estate investment and operating company, from November 2014 to December 2018. Mr. Frank was a Senior Partner at Ernst & Young LLP’s real estate practice within the assurance service line from April 1997 through June 2014. Prior to joining Ernst & Young LLP, Mr. Frank worked at KPMG LLP, a public accounting firm, for 17 years. He has

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over 35 years of experience providing assurance services to prominent public and private owners, investors and developers, both domestically and globally. His extensive experience has included working on initial public offerings and assisting acquirers in consummating acquisition transactions. Mr. Frank received a Bachelor of Science degree in Accounting from Bentley College, is a member of the American Institute of Certified Public Accountants and is a Certified Public Accountant in the State of New York. Mr. Frank’s past experience as an accountant led our Nominating and Corporate Governance Committee to conclude that Mr. Frank is qualified to serve as a Director.

Adam Metz has served as a member of the Board since October 2019. Mr. Metz also serves as a member of the board of directors of each of the other MS BDCs. Mr. Metz has spent over 30 years in the real estate industry. Mr. Metz joined The Carlyle Group in October 2013 where he served as Head of International Real Estate until April 2018. Prior to his tenure at Carlyle, he was a Senior Advisor to Texas Pacific Group Capital’s, or TPG, Real Estate Group. Prior to his role at TPG, Mr. Metz was the Chief Executive Officer of General Growth Properties and led the company through one of the largest and most successful bankruptcy and restructurings in real estate investment trust, or REIT, history. Previously, Mr. Metz co-founded Polaris Capital, LLC, a real estate investment firm. Mr. Metz also served as Executive Vice President and Chief Investment Officer of Rodamco, North America, and President and Chief Financial Officer of Urban Shopping Centers. Prior to these roles, Mr. Metz was a Vice President in the Capital Markets group of JMB Realty, and in the Commercial Real Estate Lending Group at The First National Bank of Chicago as a Corporate Lending Officer. Mr. Metz has served as a director of Hammerson PLC, a British property company, since July 2019. He also serves on the board of Galata Acquisition Corp., a special purpose acquisition company, Seritage Growth Properties, a national owner and developer of 162 retail, residential and mixed-use properties, and the advisory boards of the real estate programs at both Cornell University and Northwestern University and on the Smithsonian’s Hirshhorn Museum and Sculpture Garden Board of Trustees in Washington, DC, where he serves as Vice Chair. Previously, Mr. Metz served as an independent director on numerous boards including Forest City Enterprises from April 2018 to December 2018, Parkway Properties, Aliansce Shopping Centers S.A., AMLI Residential Properties Trust, Bally Total Fitness Holding Corp., and Chia’sso Acquisition LLC. Mr. Metz received his Bachelor’s degree from Cornell University, and a Masters of Management degree from Northwestern University. Mr. Metz’s investing experience and experience as a senior executive officer in several real estate companies led our Nominating and Corporate Governance Committee to conclude that Mr. Metz is qualified to serve as a Director.

Kevin Shannon has served as a member of the Board since October 2019. Mr. Shannon also serves as a member of the board of directors of each of the other MS BDCs. Mr. Shannon also serves on the Advisory Committee of Efferent Health, LLC., a private healthcare startup venture in the medical imaging and data base management field. Mr. Shannon previously served as the Chief Financial Officer of the Harvard Management Company, Inc., the investment advisor for Harvard University’s general investment account, from September 2009 to April 2020. Mr. Shannon has served on the Operating Committee from September 2009 to December 2018 and has chaired the Valuation Committee from June 2015 to December 2017. In addition, since December 2016, he has overseen both investment and operations of Harvard University’s Trust & Gifts Group. Prior to joining Harvard Management Company, Inc., Mr. Shannon was the Chief Financial Officer and an Executive Vice President at Moore Capital Management, LLC, a large multi-strategy private investment company, where he worked for 15 years. During his tenure he was responsible for all treasury functions and served as a member of the board of directors, Risk Committee, and Valuation Committee. Mr. Shannon served two consecutive terms on the board of directors of the Managed Funds Association, a group representing the global alternative investment industry and its investors and was a member of its Executive Committee as Vice Chairman and Treasurer. Prior to Moore Capital Management, LLC, he was a senior executive at Lehman Brothers where he served as Senior Vice President and Chief Financial Officer of Lehman’s derivative products subsidiary and earlier as Director of Firm Trading Accounting and Controls. Prior to joining Lehman Brothers, Mr. Shannon began his career as an auditor at KPMG LLP, serving financial services clients. Mr. Shannon served a two-year tenure as a part time adjunct lecturer with Baruch College’s Department of Accounting. Mr. Shannon takes an active role in his community; he currently serves on the board and is a former member of the Audit and Executive Committees of Help for Children, and he is a member of the Boston Economics Club. Mr. Shannon received his Bachelor of Science degree, magna cum laude, from New York University and an M.B.A. from Fairleigh Dickinson University. Mr. Shannon’s investing experience and experience as a

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senior executive officer in several finance companies led our Nominating and Corporate Governance Committee to conclude that Mr. Shannon is qualified to serve as a Director.

Executive Officers Who Are Not Directors

Orit Mizrachi was appointed as our Chief Operating Officer and Secretary in October 2019. Ms. Mizrachi also serves in the same capacity for each of the other MS BDCs. Ms. Mizrachi has been an Executive Director of IM since April 2019. Prior to joining Morgan Stanley in April 2019, Ms. Mizrachi held various senior positions at The Carlyle Group from 2011 to 2018, including Director of Operations for Global Market Strategies and Chief Operating Officer for The Carlyle Group’s Direct Lending platform. In addition, Ms. Mizrachi served as Chief Operating Officer and interim Chief Financial Officer of TCG BDC, Inc., a publicly-traded BDC advised by an affiliate of The Carlyle Group, from April 2014 until her departure from The Carlyle Group in 2018 and from September 2014 to March 2015, respectively. Ms. Mizrachi also served as Chief Operating Officer of TCG BDC II, Inc., a non-traded BDC advised by an affiliate of The Carlyle Group, from April 2017 until her departure from The Carlyle Group in 2018. In addition, prior to its acquisition by TCG BDC, Inc. in June 2017, Ms. Mizrachi served as Chief Operating Officer and interim Chief Financial Officer of NF Investment Corp., a non-traded BDC advised by an affiliate of The Carlyle Group, from April 2014 to June 2017 and from September 2014 to March 2015, respectively. Prior to joining The Carlyle Group in 2010, Ms. Mizrachi worked in the hedge fund industry as the chief financial officer of Carlyle Blue Wave Management L.P. and as controller at Sagamore Hill Capital Management L.P., each a multi-strategy hedge fund. Ms. Mizrachi started her career at Goldstein Golub & Kessler LLP, an audit firm, as an auditor in their financial services group.

Venugopal Rathi was appointed as our Chief Financial Officer in November 2019. Mr. Rathi also serves in the same capacity for each of the other MS BDCs. Mr. Rathi has been an Executive Director of IM since October 2019. Prior to joining Morgan Stanley, Mr. Rathi held various senior positions at The Carlyle Group from September 2014 to October 2019, including Chief Financial Officer and Chief Accounting Officer of its Global Credit platform. In addition, Mr. Rathi served as chief financial officer from April 2015 to March 2018 and treasurer from April 2015 to September 2019 of TCG BDC, Inc., a publicly-traded BDC advised by an affiliate of The Carlyle Group. Mr. Rathi also served as chief financial officer and treasurer of TCG BDC II, Inc., a non-traded BDC advised by an affiliate of The Carlyle Group, from April 2017 to March 2018 and from April 2017 to September 2019, respectively. In addition, prior to its acquisition by TCG BDC, Inc. in June 2017, Mr. Rathi served as chief financial officer and treasurer to NF Investment Corp., a non-traded BDC advised by an affiliate of The Carlyle Group, beginning in April 2015. Prior to joining Carlyle in 2014, Mr. Rathi worked within the financial services practice of Ernst & Young LLP and its affiliates since 2004. Mr. Rathi has a Bachelor’s degree in Finance and Accounting from MDS University, India. He is a New York State Certified Public Accountant and a Chartered Accountant from the Institute of Chartered Accountants of India.

Thomas P. Torrisi was appointed as our Chief Compliance Officer in October 2022. Mr. Torrisi also serves in the same capacity for the MS BDCs. In addition, Mr. Torrisi serves as Managing Director and Chief Compliance Officer of IM. Mr. Torrisi joined IM in 2009 and has held several senior positions including serving as global head of Firm Resilience, leading the Firm’s Volcker implementation and serving as global Chief Operating Officer for the Compliance Department. Prior to joining Morgan Stanley, Mr. Torrisi spent over ten years in management and consulting at PricewaterhouseCoopers LLP and later Diamond Financial Consultants, LLC. Mr. Torrisi received his undergraduate degree in Economics from Kenyon College and his MBA from Georgetown University.

Board of Directors Leadership Structure

Our Board of Directors monitors and performs an oversight role with respect to our business and affairs, including with respect to our investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of our service providers. Among other things, our Board of Directors approves the appointment of our Adviser and officers, reviews and monitors the services and activities performed by our Adviser and executive officers and approves the engagement and reviews the performance of our independent public accounting firm.

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Under our bylaws, our Board of Directors may designate a Chair to preside over the meetings of our Board of Directors and meetings of the stockholders and to perform such other duties as may be assigned to him or her by the Board of Directors. We do not have a fixed policy as to whether the Chair of the Board of Directors should be an independent director and believe that we should maintain the flexibility to select the Chair and reorganize the leadership structure, from time to time, based on criteria that are in our best interests and our stockholders at such times.

Presently, David N. Miller serves as the Chair of our Board of Directors. Mr. Miller is an “interested person” as defined in Section 2(a)(19) of the 1940 Act of us, and therefore, is an interested director. We believe that Mr. Miller’s extensive knowledge of the financial services industry and capital markets in particular qualify him to serve as the Chair of our Board of Directors. We believe that we are best served through this leadership structure, as Mr. Miller’s relationship with our Adviser provides an effective bridge and encourages an open dialogue between management and our Board of Directors, ensuring that both groups act with a common purpose.

Our Board of Directors does not currently have a designated lead independent director. We are aware of the potential conflicts that may arise when a non-independent director is Chair of the Board of Directors, but believe these potential conflicts are offset by our strong corporate governance policies. Our corporate governance policies include regular meetings of the independent directors in executive session without the presence of interested directors and management, the establishment of the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee, each of which is comprised solely of independent directors and the appointment of a chief compliance officer, with whom the independent directors meet regularly without the presence of interested directors and other members of management, for administering our compliance policies and procedures.

We recognize that different board of directors’ leadership structures are appropriate for companies in different situations. We intend to re-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet our needs.

Board’s Role in Risk Oversight

Our Board of Directors performs its risk oversight function primarily through (a) its standing Audit Committee, which reports to the entire Board of Directors and is comprised solely of independent directors, and (b) active monitoring by our Chief Compliance Officer and of our compliance policies and procedures.

As described below in more detail under “Committees of the Board of Directors,” the Audit Committee assists our Board of Directors in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include overseeing the accounting and financial reporting processes, our valuation process, our systems of internal controls regarding finance and accounting and audits of our financial statements.

Our Board of Directors also performs its risk oversight responsibilities with the assistance of the Chief Compliance Officer. Our Board of Directors annually reviews a written report from the Chief Compliance Officer discussing the adequacy and effectiveness of our compliance policies and procedures and our service providers. The Chief Compliance Officer’s annual report addresses, at a minimum, (a) the operation of our compliance policies and procedures and our service providers since the last report; (b) any material changes to such policies and procedures since the last report; (c) any recommendations for material changes to such policies and procedures as a result of the Chief Compliance Officer’s annual review; and (d) any compliance matter that has occurred since the date of the last report about which our Board of Directors would reasonably need to know to oversee our compliance activities and risks. In addition, the Chief Compliance Officer meets separately in executive session with the independent directors at least once each year.

We believe that our Board of Director’s role in risk oversight is effective, and appropriate given the extensive regulation to which we are subject as a BDC. As a BDC, we are required to comply with certain regulatory requirements that control the levels of risk in our business and operations. For example, our ability to incur indebtedness is limited such that our asset coverage, as defined in the 1940 Act, must equal at least 150% immediately after each time we incur indebtedness, and we generally must invest at least 70% of our

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total assets in “qualifying assets.” In addition, we are not generally permitted to invest in any portfolio companies in which one of our affiliates currently has an investment.

We recognize that different board roles in risk oversight are appropriate for companies in different situations. We intend to re-examine the manner in which our Board of Directors administers its oversight function on an ongoing basis to ensure that they continue to meet our needs.

Committees of the Board of Directors

An Audit Committee and a Nominating and Corporate Governance Committee have been established by our Board of Directors, and the Board of Directors intends to establish a Compensation Committee prior to the effectiveness of the registration statement of which this prospectus forms a part.

Audit Committee

The members of the Audit Committee are Ms. Binstock, Messrs. Frank, Metz and Shannon, each of whom is financially literate, is an Independent Director, and meets the independence requirements of Rule 10A(m)(3) of the Exchange Act. Mr. Frank serves as Chair of the Audit Committee. Our Board has determined that Ms. Binstock and Messrs. Frank, Metz and Shannon are each an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K of the Exchange Act. The Audit Committee operates pursuant to a charter approved by our Board of Directors, which sets forth the responsibilities of the Audit Committee. The Audit Committee’s responsibilities include establishing guidelines and making recommendations to our Board of Directors regarding the valuation of certain of our loans and investments, selecting our independent registered public accounting firm, reviewing with such independent registered public accounting firm the planning, scope and results of their audit of our financial statements, pre-approving the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing our annual financial statements and periodic filings and receiving our audit reports and financial statements.

Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee are Ms. Binstock, Messrs. Frank, Metz and Shannon, each of whom is an Independent Director. Ms. Binstock serves as Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee operates pursuant to a charter approved by our Board of Directors. The Nominating and Corporate Governance Committee is responsible for selecting, researching and nominating qualified nominees to be elected to the Board of Directors by our stockholders at the annual stockholder meeting, selecting qualified nominees to fill any vacancies on our Board of Directors or a committee of the Board of Directors (consistent with criteria approved by our Board of Directors), developing and recommending to our Board of Directors a set of corporate governance principles applicable to us and overseeing the evaluation of our Board of Directors and our management.

The Nominating and Corporate Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the Nominating and Corporate Governance Committee considers and discusses director diversity, among other factors, with a view toward the needs of our Board of Directors as a whole. The Nominating and Corporate Governance Committee generally conceptualizes diversity expansively, including concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to our Board of Directors, when identifying and recommending director nominees. The Nominating and Corporate Governance Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Nominating and Corporate Governance Committee’s goal of creating a Board of Directors that best serves our needs and the interests of our stockholders.

Compensation Committee

Prior to the effectiveness of the registration statement of which this prospectus forms a part, our Board of Directors will establish a Compensation Committee. The members of our Compensation Committee will

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be Ms. [•], Messrs. [•], [•] and [•], each of whom is an Independent Director. [•] will serve as Chair of the Compensation Committee. The Compensation Committee will be responsible for determining, or recommending to the Board of Directors for determination, the compensation, if any, of our chief executive officer and all other executive officers. The Compensation Committee will also assist the Board of Directors with matters related to compensation generally. As none of the Company’s executive officers currently is compensated by the Company, the Compensation Committee will not produce and/or review a report on executive compensation practices.

Compensation and Insider Participation

Compensation of Independent Directors

The Independent Directors receive: (i) an annual fee of $75,000 (prorated for any partial year), (ii) $2,000 for each in-person Board meeting attended ($1,000 for each telephonic Board meeting), (iii) $1,000 for each in-person committee meeting attended ($500 for each telephonic committee meeting) (provided that such compensation will only be paid if the committee meeting is not held on the same day as any regular meeting of the Board) and (iv) an additional fee of $7,500 per year for the chair of the Audit Committee. We are also authorized to pay the reasonable out-of-pocket expenses for each Independent Director incurred in connection with fulfillment of his or her duties as Independent Directors.

The Independent Directors review their own compensation and recommend to the Board the appropriate level of compensation. This level of compensation may be adjusted from time to time. In conducting their review, the Independent Directors use such information as they deem relevant, including compensation paid to directors of other BDCs of similar size and the time and effort required of the Directors in fulfilling their responsibilities to the Company. The Board determines the compensation of the Independent Directors.

The following table sets forth information concerning total compensation earned by or paid to each of our Independent Directors during the fiscal year ended December 31, 2021. No compensation is paid by the Company to any Interested Director of the Company.

	Total Compensation from the Company			Total Compensation from the Fund Complex
Joan Binstock		$	83,000		$	143,900
Bruce D. Frank		$	90,500		$	157,490
Kevin Shannon		$	83,000		$	143,900
Adam Metz		$	84,000		$	144,900

(1)

The “Fund Complex” consists of the MS BDCs.

Compensation of Executive Officers

None of our executive officers receive direct compensation from us. Any compensation paid for services relating to our financial reporting and compliance functions will be paid by the Administrator, subject to reimbursement by us of an allocable portion of such compensation for services rendered to us. To the extent that the Administrator outsources any of its functions, we will pay the fees associated with such functions on a direct basis without profit to our Administrator.

Indemnification Agreements

We have entered into indemnification agreements with our directors. The indemnification agreements are intended to provide our directors the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides that we will indemnify the director who is a party to the agreement, or an Indemnitee, including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Delaware law and the 1940 Act.

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Investment Committee

Our Adviser, an indirect, wholly owned subsidiary of Morgan Stanley, was established in 2007 and serves as the investment adviser for various funds, accounts and strategies, including the funds and accounts on the MS Private Credit platform, such as the MS BDCs. The Adviser has established the Investment Committee to be responsible for the Company’s investment decisions and it is comprised of senior investment professionals of IM and is chaired by our Chief Executive Officer and President and member of our Board of Directors, Jeffrey S. Levin, who we consider to be our portfolio manager. The Investment Committee also serves as the investment committee for the other MS BDCs. All investment decisions are reviewed and approved by the Investment Committee, which has principal responsibility for approving new investments and overseeing the management of existing investments.

With over an average of over 22 years of experience, the members of the Investment Committee have significant investing, leveraged finance and risk management experience and provide valuable diligence insights to the Investment Team. The Investment Team leverages the broad experience-set of the Investment Committee to evaluate transactions and develop a framework for seeking appropriate risk-adjusted returns and risk mitigation strategies for target investments.

The members of the Investment Committee are: David N. Miller, Jeffrey S. Levin, Jeffrey Day, Kunal Soni, David Kulakofsky, Sean Sullivan, Ashwin Krishnan, Henry ‘Hank’ D’Alessandro, Toby Norris and Peter Ma.

Biographies of Investment Committee Members

For biographical information of Messrs. Miller and Levin, see “Management — Interested Directors.”

Jeffrey Day has served on the Adviser’s Investment Committee since 2019. Mr. Day is a Managing Director of Morgan Stanley, Head of Direct Lending Capital Markets and Business Development and a member of the executive team for the Direct Lending strategy and a member of the MS Private Credit Investment Committees. Mr. Day joined Morgan Stanley in 2019 and is a Managing Director at IM. He brings more than 22 years of relevant middle-market private credit investing and leveraged finance experience. Prior to joining Morgan Stanley, Mr. Day was a Managing Director at Madison Capital Funding and was involved in sponsor coverage, capital markets, and fundraising. Prior to Madison Capital, he worked in various underwriting, portfolio management, capital markets and relationship management roles at JP Morgan Chase, CapitalSource Finance and GE Capital. Mr. Day earned a BBA in Finance from the Goizueta Business School at Emory University and his MBA in Finance and Management & Strategy from the J.L. Kellogg School of Management at Northwestern University.

Kunal Soni has served on the Adviser’s Investment Committee since 2019. Mr. Soni is a Managing Director of Morgan Stanley, Head of Direct Lending — Western Region, Head of Direct Lending Technology and a member of the executive team for the Direct Lending strategy and a member of the MS Private Credit Investment Committees. Prior to joining MS Private Credit in December 2019, Mr. Soni was Head of the Western Region and Head of the Technology vertical for The Carlyle Group’s Direct Lending strategy from 2015 to 2019. Before joining The Carlyle Group, Mr. Soni was Head of the Western Region for Medley Management, or Medley, from September 2013 to February 2015. Prior to Medley, Mr. Soni was a Founding Partner and Head of the Western Region for THL Credit (the credit affiliate of THL Partners) from 2007 to 2012. Mr. Soni and two other Partners spun off from Bison Capital Asset Management, a structured equity firm focused only on non-sponsored companies, to launch THL Credit in July 2007 (THL Credit went public in April 2010 on the Nasdaq under the ticker symbol “TCRD”). Prior to THL Credit / Bison Capital, Mr. Soni served in the Investment Banking division of J.P. Morgan and Audit and Transaction Services Group of KPMG LLP. Mr. Soni earned his BA from Emory University.

David Kulakofsky has served on the Adviser’s Investment Committee since 2020. Mr. Kulakofsky is a Managing Director of Morgan Stanley, Head of Direct Lending Underwriting and Portfolio Management and a member of the executive team for the Direct Lending strategy and a member of the MS Private Credit Investment Committees. Prior to joining MS Private Credit in April 2020, Mr. Kulakofsky was Head of Madison Capital Funding’s Software & Technology Services team and a member of Madison’s Investment Committee. Mr. Kulakofsky joined Madison Capital at its inception in 2001 as an Associate and was a Vice

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President and Underwriting Team Leader before transitioning to an origination role in 2007. Prior to joining Madison Capital, Mr. Kulakofsky was an Analyst in the Investment Banking group at Robert W. Baird & Co., focusing primarily on industrial M&A transactions. Mr. Kulakofsky earned a B.A. in Economics with a minor in Sociology from Northwestern University and an MBA in Analytical Finance from the J.L. Kellogg School of Management at Northwestern University.

Sean Sullivan has served on the Adviser’s Investment Committee since 2020. Mr. Sullivan is Head of Direct Lending Origination and a Managing Director of Morgan Stanley, a member of the executive team for the Direct Lending strategy and a member of the MS Private Credit Investment Committees. Prior to joining MS Private Credit in June 2020, Mr. Sullivan was a Managing Director at Antares Capital, responsible for originating, structuring, and executing private credit investments. Before Antares, Mr. Sullivan was a Managing Director at Solar Capital. Prior to Solar Capital, Mr. Sullivan was a Senior Vice President of Originations at GE Capital focused on the TMT vertical. He also held capital markets structuring and finance positions at GE Capital. Mr. Sullivan graduated from the University of North Carolina — Chapel Hill.

Ashwin Krishnan has served on the Adviser’s Investment Committee since 2019. Mr. Krishnan is Co-Head of North America Private Credit of Private Credit at Morgan Stanley, a Managing Director of Morgan Stanley and a Co-Portfolio Manager of the of the Opportunistic Credit strategy. He joined Morgan Stanley in 2003 and has more than 20 years of experience. Prior to joining Morgan Stanley, Mr. Krishnan was in the Communications Investment Banking group at UBS. Mr. Krishnan holds an M.S. in Engineering from Columbia University and a B.S. in Industrial Engineering from Bangalore University, India.

Henry ‘Hank’ D’Alessandro has served on the Adviser’s Investment Committee since 2019. Mr. D’Alessandro is a Managing Director of Morgan Stanley, Vice Chair of MS Private Credit, Co-Portfolio Manager and Chief Investment Officer of North Haven Credit Partners II and III , and Co-Portfolio Manager and Chief Investment Officer of the Senior Loan Fund investment strategy. He brings more than 30 years of private credit investing and leveraged finance experience. Mr. D’Alessandro is Head of Credit Partners’ Investment and Valuation Committees and is a member of Morgan Stanley’s Private Credit & Equity Executive Committee. He is based in New York. Mr. D’Alessandro joined Morgan Stanley in 1997 and most recently was Vice Chairman of North American Leveraged and Acquisition Finance and Head of U.S. Financial Sponsor Leveraged Finance. Prior to joining Morgan Stanley, he was a Vice President at Chase Securities, Inc. and an Audit Manager at KPMG Peat Marwick. Mr. D’Alessandro holds a B.S., magna cum laude, from Seton Hall University and an MBA from Cornell University. He serves as Vice Chairman of the Seton Hall University Board of Regents. Mr. D’Alessandro is on the board of directors of Strata Worldwide.

Toby Norris has served on the Investment Committee since 2019. Mr. Norris is Chief Operating Officer and Head of Risk Management for Private Investing at IM. Mr. Norris joined Morgan Stanley in 2011 and risk management experience. Prior to this role Mr. Norris was the head of risk for Merchant Banking and Real Estate Investing. Prior to joining the Firm, Mr. Norris was a senior risk executive at Bank of America Merrill Lynch responsible for managing all credit risk exposure to large corporate borrowers in North America in the general industrials, gaming, sports and other sectors. From 2005 to 2008, Mr. Norris held a series of management positions in Global Risk Management at Merrill Lynch, and was a Managing Director with responsibility for global capital commitments prior to the merger with Bank of America. From 1997 to 2005, Mr. Norris was a leveraged finance and media banker at Merrill Lynch. Mr. Norris received a B.A. in economics from Trinity College and an M.B.A. from the Massachusetts Institute of Technology.

Peter Ma has served on the Adviser’s Investment Committee since 2021. Mr. Ma is a Managing Director of Morgan Stanley, a member of the executive team for the Credit Partners strategy. Prior to joining MS Private Credit in 2021, Mr. Ma was a Partner and Managing Director at Colbeck Capital, responsible for sourcing opportunities and leading investment execution, including diligence, documentation, and portfolio management. Before Colbeck, Mr. Ma was an investment banker at MESA Securities where he advised media and entertainment companies on mergers, acquisitions, and capital raising, with a focus on structured solutions. Mr. Ma graduated from Harvard University with a Bachelor of Arts in Economics.

The foregoing lists of personnel may not be complete lists and are subject to change, at any time, at the discretion of the Adviser, and no assurance can be given that such personnel will remain in their current positions or retain their current functions with regard to the platform or the Company. Also, the Adviser may

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change the scope of senior management, portfolio management or the Investment Committee’s responsibilities from time to time, or may conduct periodic portfolio reviews through other internal management committees within guidelines and constraints approved by the Investment Committee. The Adviser undertakes no obligation to update the foregoing description relating to senior management, portfolio management or the Investment Committee in the event of a change in personnel or in the scope of responsibilities.

The members of the Investment Committee do not receive any direct compensation from the Company. As of September 30, 2022, Mr. Levin, our portfolio manager, has principal responsibility for approving new investments and overseeing the management of the existing investments of the MS BDCs, which include the Company, SLIC, T Series and NH PIF and which MS BDCs had $10.65 billion in committed capital and advisory fees based on performance, three pooled investment vehicles which had $0.88 billion in committed capital and advisory fees based on performance and one pooled investment vehicle which had $1.0 billion in committed capital and did not have an advisory fee based on performance. He also has shared responsibility for approving new investments and overseeing the management of the existing investments for one comingled fund which has $750 million in committed capital which has an advisory fee based on performance. Committed capital includes fee-paying capital committed since inception and committed capital is calculated as aggregate capital commitments received and total committed leverage.

Equity Owned by Portfolio Manager

The following table sets forth the dollar range of equity securities of the Company beneficially owned by our portfolio manager based on the net asset value per share of the Company’s Common Stock as of September 30, 2022.

			Dollar Range of Common Stock Beneficially Owned in the Company
Jeffrey S. Levin			Over $100,000

(1)

The dollar ranges used in the above table are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000.

Beneficial Ownership of Directors

The following table sets out the dollar range of our equity securities beneficially owned by each of our directors as of September 30, 2022.

	Dollar Range of Common Stock Beneficially Owned in the Company(1)(2)	Aggregate Dollar Range of Equity Securities Beneficially Owned in the Fund Complex(1)(2)
Interested Directors
David N. Miller	Over $100,000	Over $100,000
Jeffrey S. Levin	Over $100,000	Over $100,000
Independent Directors
Joan Binstock	Over $100,000	Over $100,000
Bruce D. Frank	$10,001 – $50,000	$50,001 – $100,000
Kevin Shannon	Over $100,000	Over $100,000
Adam Metz	Over $100,000	Over $100,000

(1)

The dollar ranges used in the above table are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000.

(2)

Dollar ranges were determined using the number of shares that are beneficially owned as of September 30, 2022, multiplied by the Company’s net asset value per share as of September 30, 2022.

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SENIOR SECURITIES

Information about the Company’s senior securities is shown as of the dates indicated in the below table. This information about the Company’s senior securities should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operation.” The report of our independent registered public accounting firm on the senior securities table as of December 31, 2021, December 31, 2020 and December 31, 2019 is attached as an exhibit to the registration statement of which this prospectus is a part.

Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1)			Asset Coverage per Unit(2)		Involuntary Liquidating Preference per Unit(3)		Average Market Value per Unit
	($in thousands)			($in thousands)
2025 Notes
September 30, 2022 (unaudited)		$	275,000		1,857		—		N/A(4)
2027 Notes
September 30, 2022 (unaudited)		$	425,000		1,857		—		N/A(4)
Truist Credit Facility
September 30, 2022 (unaudited)		$	282,233		1,857		—		N/A(4)
December 31, 2021		$	476,000		1,950		—		N/A(4)
BNP Funding Facility
September 30, 2022 (unaudited)		$	322,000		1,857		—		N/A(4)
December 31, 2021		$	463,500		1,950		—		N/A(4)
December 31, 2020		$	0		1,903		—		N/A(4)
CIBC Subscription Facility
September 30, 2022 (unaudited)		$	220,350		1,857		—		N/A(4)
December 31, 2021		$	310,350		1,950		—		N/A(4)
December 31, 2020		$	333,850		1,903		—		N/A(4)
December 31, 2019		$	0		—		—		N/A(4)

(1)

Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)

The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “ — ” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)

Not applicable because the senior securities are not registered for public trading on a stock exchange.

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MANAGEMENT AGREEMENTS

Our Investment Advisor

Our Adviser, an indirect, wholly owned subsidiary of Morgan Stanley, was established in 2007 and serves as the investment adviser for various funds, accounts and strategies, including the funds and accounts on the MS Private Credit platform, such the MS BDCs. The MS Private Credit platform was launched in 2010 and includes dedicated strategies targeting different credit products, asset yields and issuer sizes, resulting in a platform that we believe is well positioned to provide scale and flexible financing solutions to borrowers, maximizes deal origination and enhances the ability to generate attractive risk adjusted returns for our investors.

For more information regarding our Adviser, including its investment professionals, history, and primary area of focus, see “Business — The Adviser.”

Investment Advisory Agreement

We have entered into an “Investment Advisory Agreement with our Adviser. Pursuant to the Investment Advisory Agreement with our Adviser, we pay our Adviser a fee for investment advisory and management services consisting of two components-a base management fee and an incentive fee. As a part of the Investment Advisory Agreement, we agreed to reimburse the Adviser for certain expenses it incurs on our behalf. The Adviser agreed to waive any reimbursement by us of offering and organizational expenses the Adviser incurs on the Company’s behalf in excess of the greater of (i) one million dollars ($1,000,000), and (ii) one-tenth of one percent (0.10%) of the aggregate capital commitments raised in the initial and subsequent closings of our initial private offering during the three-year period commencing on the date of the Initial Closing. The Investment Advisory Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors or our stockholders, including, in each case, a majority of including a majority of the Independent Directors. The Investment Advisory Agreement was most recently renewed in August 2022.

Base Management Fee

The base management fee is calculated at an annual rate of 1.0% of our 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. For services rendered under the Investment Advisory Agreement, the base management fee is payable quarterly in arrears. No management fee will be charged on committed but undrawn capital commitments. Base management fees for any partial month or quarter will be appropriately pro-rated.

The Adviser and its affiliates, at their own expense and out of their own assets, may make payments to, or enter into arrangements with, financial intermediaries or other persons in consideration of services, arrangements, significant investments in shares of our Common Stock or other activities that the Adviser and its affiliates believe may, among other things, benefit our business, facilitate investment in our Common Stock or otherwise benefit our stockholders. Payments of the type described above are sometimes referred to as profit-sharing payments.

Incentive Fee

We also pay the Adviser an incentive fee consisting of two parts. The first part is determined and paid quarterly based on our pre-incentive fee net investment income and the second part is determined and payable in arrears based on net capital gains as of the end of each calendar year or upon termination of 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, any interest expense and distributions paid on any issued and outstanding preferred stock, but excluding the incentive fee.

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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 pay-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Our Adviser is not obligated to return to us the incentive fee it receives on PIK interest that is later determined to be uncollectible in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pursuant to the Investment Advisory Agreement, we pay the Adviser an incentive fee with respect to our pre-incentive fee net investment income as follows:

•

No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which our pre-incentive fee net investment income does not exceed a hurdle rate of 1.50% (6% annualized);

•

100% of pre-incentive fee net investment income 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). We refer to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.8182%) as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 17.5% of our pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.8182% in any calendar quarter; and

•

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

The following is a graphical representative of the incentive fee calculation pursuant to the Investment Advisory Agreement:

Quarterly Income Component of Income and Capital Gains Incentive Fee Calculation Based on Net Income

Pre-Incentive Fee Net Investment Income
(Expressed as a Percentage of the Value of Net Assets)

[MISSING IMAGE: tm2229241d1-lc_incentivebw.jpg]

If market interest rates rise, we may be able to invest our funds in debt instruments that provide for a higher return, which would increase our pre-incentive fee net investment income and make it easier for the Adviser to surpass the hurdle rate and receive an incentive fee on such net investment income. PIK interest and OID will also increase our pre-incentive fee net investment income and make it easier to surpass the hurdle rate. Our pre-incentive fee net investment income used to calculate this part of the incentive fee is also included in the amount of our total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts) used to calculate the base management fee.

Under the Investment Advisory Agreement, we pay the Adviser an incentive fee on 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 our realized capital gains, if any, on a cumulative basis from the date of our 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

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losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees, or 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 we owned the reference assets directly.

Our Board of Directors monitors the mix and performance of our investments over time and seeks to satisfy itself that the Adviser is acting in our interests and that our fee structure appropriately incentivizes the Adviser to do so.

Examples of Quarterly Incentive Fee Calculation

Example 1: Income Related Portion of Incentive Fee(*):

Alternative 1
Assumptions

Investment income (including interest, dividends, fees, etc.) = 1.25%

Hurdle rate(1) = 1.5%

Base management fee(2) = 0.0625%

Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.2%

Pre-incentive fee net investment income

(investment income - (base management fee + other expenses)) = 0.9875%

Pre-incentive net investment income does not exceed hurdle rate, therefore there is no incentive fee.

Alternative 2
Assumptions

Investment income (including interest, dividends, fees, etc.) = 2.0%

Hurdle rate(1) = 1.5%

Base management fee(2) = 0.0625%

Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.2%

Pre-incentive fee net investment income

(investment income - (base management fee + other expenses)) = 1.7375% which exceeds the hurdle rate

Incentive fee = 17.5% × pre-incentive fee net investment income, subject to the “catch-up”(4)

= 100% × (1.7375% - 1.5%)

= 0.2375%

Alternative 3
Assumptions

Investment income (including interest, dividends, fees, etc.) = 2.5%

Hurdle rate(1) = 1.5%

Base management fee(2) = 0.0625%

Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.2%

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Pre-incentive fee net investment income

(investment income - (base management fee + other expenses)) = 2.2375%

Incentive fee = 17.5% × pre-incentive fee net investment income, subject to “catch-up”(4)

= 100% × “catch-up” + (17.5% × (pre-incentive fee net investment income - 1.8182%))

Catch-up = 1.8182% - 1.5% = 0.3182%

Incentive fee = (100% × 0.3182%) + (17.5% × (2.2375% - 1.8182%))

= 0.3182% + (17.5% × 0.4193%)

= 0.3182% + 0.0734%

= 0.3916%

(*)

The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of total net assets.

(1)

Represents 6% annualized hurdle rate.

(2)

Represents 0.25% annualized base management fee.

(3)

Excludes organizational and offering expenses.

(4)

The “catch-up” provision is intended to provide our Adviser with an incentive fee of 17.5% on all of our pre-incentive fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 1.8182% in any calendar quarter.

Example 2: Capital Gains Portion of Incentive Fee:

Alternative 1
Assumptions

•

Year 1: $20 million investment made in Company A, or Investment A, and $30 million investment made in Company B, or Investment B

•

Year 2: Investment A sold for $50 million and fair market value, or FMV, of Investment B determined to be $32 million

•

Year 3: FMV of Investment B determined to be $25 million

•

Year 4: Investment B sold for $31 million

The capital gains portion of the incentive fee, if any, would be:

•

Year 1: None

•

Year 2: $5.25 million capital gains incentive fee

$30 million realized capital gains on sale of Investment A multiplied by 17.5%

•

Year 3: None

$4.375 million cumulative fee (17.5% multiplied by $25 million ($30 million Cumulative Capital Gains less

$5 million cumulative capital depreciation)) less $5.25 million (previous capital gains fee paid in Year 2)

•

Year 4: $175,000 capital gains incentive fee

$5.425 million cumulative fee ($31 million cumulative realized capital gains multiplied by 17.5%) less

$5.25 million (previous capital gains fee paid in Year 2)

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Alternative 2
Assumptions

•

Year 1: Investment A, Investment B and $25 million investment made in Company C, or Investment C

•

Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million

•

Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million

•

Year 4: FMV of Investment B determined to be $35 million

•

Year 5: Investment B sold for $20 million

The capital gains portion of the incentive fee, if any, would be:

•

Year 1: None

•

Year 2: $4.375 million capital gains incentive fee

17.5% multiplied by $25 million ($30 million realized capital gains on sale of Investment A less $5 million unrealized capital depreciation on Investment B)

•

Year 3: $1.225 capital gains incentive fee

$5.6 million cumulative fee (17.5% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $4.375 million (previous capital gains fee paid in Year 2)

•

Year 4: $525,000 capital gains incentive fee, calculated as follows:

$6.125 million cumulative fee (17.5% multiplied by $35 million cumulative realized capital gains) less $5.6 million (previous cumulative capital gains fees paid in Year 2 and Year 3)

•

Year 5: None

$4.375 million cumulative fee (17.5% multiplied by $25 million ($35 million cumulative realized capital gains less $10 million realized capital losses)) less $6.125 million (previous Cumulative Capital Gains fee paid in Year 2, 3 and Year 4)

Administration Agreement

We entered into the Administration Agreement with our Administrator, who provides us with office space, office services and equipment. Under the Administration Agreement, our Administrator also performs, or oversees the performance of, our required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology, internal audit and investor relations, and being responsible for the financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, our Administrator assists us in determining and publishing our net asset value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, our internal control assessment under the Sarbanes-Oxley Act and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Administration Agreement had an initial term of two years and continues thereafter from year to year if approved annually by our Board of Directors, which most recently approved the renewal of the Administration Agreement in August 2022.

Payments under the Administration Agreement are equal to an amount that reimburses our Administrator for its costs and expenses and our allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the compensation paid to our Chief Compliance Officer and Chief Financial Officer. Our Board of Directors, including our Independent Directors, reviews the allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement to determine whether such expenses are reasonable and allocated appropriately among the Company and other funds sponsored or advised by the Administrator and its affiliates. The Administration Agreement

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may be terminated by either party without penalty upon 60 days’ written notice to the other party. Additionally, we ultimately bear the costs of any sub-administration agreements that our Administrator enters into.

Our Administrator reserves the right to waive all or part of any reimbursements due from the Company at its sole discretion.

The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, our Administrator and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it will be entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of our Administrator’s services under the Administration Agreement or otherwise as an administrator for us, subject to the provisions of the 1940 Act.

In addition, our Administrator has, pursuant to a sub-administration agreement, engaged State Street, to act on behalf of our Administrator in the performance of certain other administrative services for us. We have also engaged State Street directly to serve as our custodian, transfer agent, distribution paying agent and registrar.

Board Approval of the Investment Advisory Agreement

Our Board of Directors determined at an in-person meeting held on October 14, 2019 to approve of the Investment Advisory Agreement for an initial two-year term; in November 2021, the Board of Directors renewed the Investment Advisory Agreement in accordance with the requirements of the 1940 Act. The Investment Advisory Agreement was most recently renewed in August 2022. In its consideration of the approval of the Investment Advisory Agreement, our Board focused on information it had received relating to, among other things:

•

the nature, quality and extent of the advisory and other services to be provided to us by our Adviser under the proposed Investment Advisory Agreement;

•

comparative data presented in materials distributed in advance of the meeting with respect to advisory fees or similar expenses paid by other BDCs with similar investment objectives;

•

our projected operating expenses and expense ratios, compared to BDCs with similar investment objectives;

•

any existing and potential sources of indirect income to our Adviser from its relationship with us and the profitability of that relationship;

•

information about the services to be performed and the personnel performing such services under the Investment Advisory Agreement;

•

the organizational capability and financial condition of our Adviser and its affiliates;

•

our Adviser’s practices regarding the selection and compensation of brokers that may execute portfolio transactions on behalf of us and the brokers’ provision of brokerage and research services to our Advisor; and

•

the possibility of obtaining similar services from other third party service providers or through an internally managed structure.

In connection with their consideration of the approval of the Investment Advisory Agreement, our Board of Directors gave weight to each of the factors described above, but did not identify any one particular factor as controlling their decision.

As of September 30, 2022, $1.7 million was payable to the Adviser relating to Base Management Fees. As of September 30, 2022, $7.2 million and $0 were payable to the Adviser relating to income based incentive fees and capital gains incentive fees, respectively.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We have procedures in place for the review, approval and monitoring of transactions involving us and certain persons related to us. As a BDC, we may be prohibited under the 1940 Act from conducting certain transactions with our affiliates without the prior approval of the independent directors and, in some cases, the prior approval of the SEC. We have received the exemptive order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain affiliates of the Adviser and certain funds advised and controlled by the Adviser and its affiliates, subject to certain terms and conditions.

In addition, we and our Adviser have each adopted a Code of Ethics that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each Code of Ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with such Code of Ethics’ requirements. Each Code of Ethics is filed as an exhibit to our Form 10-12G/A filed on November 19, 2019 and is available on the SEC’s website at www.sec.gov. A copy of the Code of Ethics is also posted on our website at [•]. You may obtain copies of the Code of Ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

Investment Advisory Agreement

In October 2019, the Company’s Board of Directors, including a majority of the Independent Directors, approved the Investment Advisory Agreement between the Company and the Adviser, which was effective November 25, 2019, in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, Section 15(c) of the 1940 Act. The initial period of the Investment Advisory Agreement was two years. In November 2021, following approval by the Board of Directors, including a majority of the Independent Directors, we renewed the Investment Advisory Agreement for an additional one year term. The Investment Advisory Agreement was most recently renewed in August 2022. Pursuant to the Investment Advisory Agreement, we pay the Adviser a fee consisting of a base management fee and an incentive fee. See “Management Agreements — Investment Advisory Agreement.”

Administration Agreement

On October 14, 2019, the Company’s Board of Directors approved the Administration Agreement. The initial period of the Administration Agreement was two years. In November 2021, following approval by the Board of Directors, we renewed the Administration Agreement for an additional one-year term. The Administration Agreement was most recently renewed in August 2022. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to our Chief Compliance Officer and Chief Financial Officer. Reimbursement under the Administration Agreement occurs quarterly in arrears. See “Management Agreements — Administration Agreement.”

Expense Support and Waiver Agreement

On December 31, 2019, the Company entered into the Expense Support and Waiver Agreement with the Adviser. Under the terms of the Expense Support and Waiver Agreement, the Adviser agreed to waive any reimbursement by the Company of offering and organizational expenses to be incurred by the Adviser on behalf of the Company in excess of $1,000 or 0.10% of the aggregate capital commitments of the Company, whichever is greater. If actual organization and offering costs incurred exceed the greater of $1,000 or 0.10% of the Company’s total capital commitments, the Adviser or its affiliate will bear the excess costs. The Company shall reimburse the Adviser for payments of any excess costs borne by the Adviser on the Company’s behalf within three years of Initial Closing Date.

License Agreement

The Company entered into the License Agreement with Morgan Stanley under which Morgan Stanley Investment Management, Inc. has granted the Company a non-exclusive, royalty-free license to use the name

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“Morgan Stanley” for specified purposes in the Company’s business. Under the License Agreement, the Company has a right to use the “Morgan Stanley” name, subject to certain conditions, for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Morgan Stanley” name.

MS Credit Partners Holdings Investment

MS Credit Partners Holdings, Inc has made an aggregate capital commitment of $200.0 million to the Company. As of September 30, 2022 and December 31, 2021, MS Credit Partners Holdings held approximately 12.0% and 12.5% of our outstanding shares of common stock, respectively. Morgan Stanley has no further capital, liquidity or other financial obligation to us beyond this equity investment.

Morgan Stanley & Co. Related Transactions

Morgan Stanley & Co. LLC, a wholly owned subsidiary of Morgan Stanley and an affiliate of the Adviser, served as an initial purchaser in connection with the private placement of the Company’s Restricted 2027 Notes and received fees of $213,000 during the nine months ended September 30, 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 our 2025 Notes and received fees of $137,500 for the nine months ended September 30, 2022 under the Note Purchase Agreement entered into by the Company in connection with such private placement.

Morgan Stanley & Co. LLC is also serving as an underwriter of this offering and will receive certain underwriting fees in connection therewith. See “Underwriting” for more information.

Indemnification Agreements

We have entered into indemnification agreements with our directors. The indemnification agreements are intended to provide our directors the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides that we will indemnify the Indemnitee, including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Delaware law and the 1940 Act.

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CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days.

The following table sets forth, as of , 2022, information with respect to the beneficial ownership of shares of our Common Stock by:

•

each person known to us to beneficially own more than 5.0% of the outstanding shares of our Common Stock;

•

each of our directors and executive officers; and

•

all of our directors and executive officers as a group.

Ownership information for those persons who beneficially own 5% or more of the outstanding shares of our Common Stock is based on Schedule 13G or other filings by such persons with the SEC and other information obtained from such persons.

The percentage ownership is based on shares of Common Stock outstanding as of , 2022. To our knowledge, except as indicated in the footnotes to the table, each of the stockholders listed below has sole voting and/or investment power with respect to shares beneficially owned by such stockholder. Unless otherwise indicated by footnote, the address for each listed individual is c/o Morgan Stanley Direct Lending Fund, 1585 Broadway New York, NY 10036.

Our directors are divided into two groups - interested directors and independent directors. Interested directors are “interested persons” as defined in Section 2(a)(19) of the 1940 Act, and independent directors are all other directors.

Name of Individual or Identity of Group	Number of Shares of Common Stock Beneficially Owned(1)	Percent of Common Stock Beneficially Owned(1)
Directors and Executive Officers:
Interested Directors
David N. Miller
Jeffrey S. Levin
Independent Directors
Joan Binstock
Bruce D. Frank
Kevin Shannon
Adam Metz
Executive Officers Who Are Not Directors
Orit Mizrachi
Venugopal Rathi
Thomas Torissi
All Directors and Executive Officers as a Group (nine persons)			%
Beneficial Ownership of 5% or More:
MS Credit Partners Holdings Inc.(2)			%

Represents less than one tenth of one percent.

134

TABLE OF CONTENTS

(1)

For purposes of this table, a person or group is deemed to have “beneficial ownership” of any shares of common stock as of a given date which such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days after such date. For purposes of computing the percentage of outstanding shares of common stock held by each person or group of persons named above on a given date, any security which such person or persons has the right to acquire within 60 days after such date is deemed to be outstanding for the purpose of determining the percentage of shares beneficially owned for such person, but is not deemed to be outstanding for the purpose of computing the percentage of beneficial ownership of any other person (except in the case of Directors and executive officers as a group). Except as otherwise noted, each beneficial owner of more than 5% of our common stock and each Director and executive officer has sole voting and/or investment power over the shares reported.

(2)

MS Credit Partners Holdings Inc., a Delaware corporation, is a wholly-owned subsidiary of MS Holdings Incorporated, a Delaware corporation, which is a wholly-owned subsidiary of Morgan Stanley, a Delaware corporation. The address of each of MS Credit Partners Holdings Inc., MS Holdings Incorporated, and Morgan Stanley is 1585 Broadway, New York, NY 10036. Morgan Stanley has no obligation, contractual or otherwise, to financially support the Company and the subscription agreement entered into by MS Credit Partners Holdings terminates as of the closing of this offering. Morgan Stanley has no history of financially supporting any of the BDCs on the MS Private Credit platform, even during periods of financial distress.

135

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Jonathan Acquisition Company

Irvine Technology Center, 250 Commerce Suite 100, Irvine, CA 92602

Aerospace & Defense

First Lien Debt

L + 5.00%

8.67%

12/22/2026

2,718

2,660

2,668

Mantech International CP

2251 Corporate Park Drive Herndon, VA 20171

Aerospace & Defense

First Lien Debt

S + 5.75%

8.77%

9/14/2029

360

353

Mantech International CP

2251 Corporate Park Drive Herndon, VA 20171

Aerospace & Defense

First Lien Debt

S + 5.75%

8.77%

9/14/2029

—

(1)

Mantech International CP

2251 Corporate Park Drive Herndon, VA 20171

Aerospace & Defense

First Lien Debt

S + 5.75%

8.77%

9/14/2028

PCX Holding Corp.

300 Fenn Rd, Newington, CT 06111

Aerospace & Defense

First Lien Debt

L + 6.25%

9.92%

4/22/2027

18,278

18,133

17,865

PCX Holding Corp.

300 Fenn Rd, Newington, CT 06111

Aerospace & Defense

First Lien Debt

L + 6.25%

9.92%

4/22/2027

17,987

17,685

17,570

PCX Holding Corp.

300 Fenn Rd, Newington, CT 06111

Aerospace & Defense

First Lien Debt

L + 6.25%

9.92%

4/22/2027

555

541

514

Two Six Labs, LLC

901 N Stuart St, Arlington, VA 22203

Aerospace & Defense

First Lien Debt

S + 5.50%

8.53%

8/20/2027

10,987

10,801

10,664

Two Six Labs, LLC

901 N Stuart St, Arlington, VA 22203

Aerospace & Defense

First Lien Debt

S + 5.50%

8.53%

8/20/2027

2,123

2,069

1,999

Two Six Labs, LLC

901 N Stuart St, Arlington, VA 22203

Aerospace & Defense

First Lien Debt

S + 5.50%

8.53%

8/20/2027

—

(35)

(63)

AGI-CFI Holdings, Inc.

9130 S Dadeland Blvd Datran 2 Suite 1801, Miami FL 33156

Air Freight & Logistics

First Lien Debt

S + 5.75%

9.42%

6/11/2027

14,444

14,164

Omni Intermediate Holdings, LLC

921 W Bethel Rd, Building 200, Suite 201, Coppell, TX 75019

Air Freight & Logistics

First Lien Debt

S + 5.00%

8.69%

12/30/2026

917

897

828

Omni Intermediate Holdings, LLC

921 W Bethel Rd, Building 200, Suite 201, Coppell, TX 75019

Air Freight & Logistics

First Lien Debt

S + 5.00%

8.69%

12/30/2025

—

(10)

(52)

Omni Intermediate Holdings, LLC

921 W Bethel Rd, Building 200, Suite 201, Coppell, TX 75019

Air Freight & Logistics

First Lien Debt

S + 5.00%

8.69%

12/30/2026

12,164

12,050

11,572

Continental Battery Company

Corporate Headquarters, 8585 N Stemmons Frwy., Floor 6, Dallas, TX 75247

Auto Components

First Lien Debt

L + 6.75%

10.42%

1/20/2027

6,203

6,093

5,907

Sonny’s Enterprises, LLC

5605 Hiatus Road Tamarac, FL 33321

Auto Components

First Lien Debt

S + 6.75%

9.56%

8/5/2026

12,395

12,198

11,819

Sonny’s Enterprises, LLC

5605 Hiatus Road Tamarac, FL 33321

Auto Components

First Lien Debt

S + 6.75%

9.56%

8/5/2026

26,252

25,701

24,599

CC SAG Holdings Corp.
(Spectrum Automotive)

302 Bridges Rd Suite 240, Fairfield, NJ 07004

Auto Components

First Lien Debt

L + 5.75%

9.42%

6/29/2028

23,710

23,407

22,307

CC SAG Holdings Corp.
(Spectrum Automotive)

302 Bridges Rd Suite 240, Fairfield, NJ 07004

Auto Components

First Lien Debt

L + 5.75%

9.42%

6/29/2028

3,303

3,240

2,913

CC SAG Holdings Corp.
(Spectrum Automotive)

302 Bridges Rd Suite 240, Fairfield, NJ 07004

Auto Components

First Lien Debt

L + 5.75%

9.42%

6/29/2027

—

(11)

(52)

ARI Network Services, Inc.

26600 SW Parkway Avenue, Suite 400, Wilsonville, OR 97070

Automobiles

First Lien Debt

S + 5.50%

8.63%

2/28/2025

20,770

20,484

20,122

ARI Network Services, Inc.

26600 SW Parkway Avenue, Suite 400, Wilsonville, OR 97070

Automobiles

First Lien Debt

S + 5.50%

8.63%

2/28/2025

3,640

3,590

3,526

137

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

ARI Network Services, Inc.

26600 SW Parkway Avenue, Suite 400, Wilsonville, OR 97070

Automobiles

First Lien Debt

S + 5.50%

8.63%

2/28/2025

909

869

815

Summit Buyer, LLC

7475 Roswell Rd, Sandy Springs, GA 30328

Automobiles

First Lien Debt

L + 5.25%

9.92%

1/14/2026

22,176

21,828

21,967

Summit Buyer, LLC

7475 Roswell Rd, Sandy Springs, GA 30328

Automobiles

First Lien Debt

L + 5.25%

9.92%

1/14/2026

26,391

25,932

26,086

Summit Buyer, LLC

7475 Roswell Rd, Sandy Springs, GA 30328

Automobiles

First Lien Debt

L + 5.25%

9.92%

1/14/2026

—

(35)

(23)

Turbo Buyer, Inc.

25541 Commercentre Drive, Suite 100, Lake Forest CA 92630

Automobiles

First Lien Debt

L + 6.00%

8.88%

12/2/2025

38,037

37,476

36,575

Turbo Buyer, Inc.

25541 Commercentre Drive, Suite 100, Lake Forest CA 92630

Automobiles

First Lien Debt

L + 6.00%

8.88%

12/2/2025

38,220

37,541

36,752

GraphPad Software, LLC

2365 Northside Dr., Suite 560, San Diego, CA 92108

Biotechnology

First Lien Debt

L + 5.50%

8.31%

4/27/2027

12,097

12,000

11,687

GraphPad Software, LLC

2365 Northside Dr., Suite 560, San Diego, CA 92108

Biotechnology

First Lien Debt

L + 5.50%

8.31%

4/27/2027

2,899

2,875

2,801

GraphPad Software, LLC

2365 Northside Dr., Suite 560, San Diego, CA 92108

Biotechnology

First Lien Debt

L + 5.50%

8.31%

4/27/2027

—

(13)

(59)

Tank Holding Corp.

4365 Steiner Street, St. Bonifacius, MN, 55375

Chemicals

First Lien Debt

S + 6.00%

11.00%

3/31/2028

14,165

13,900

13,545

Tank Holding Corp.

4365 Steiner Street, St. Bonifacius, MN, 55375

Chemicals

First Lien Debt

S + 6.00%

11.00%

3/31/2028

—

(15)

(35)

V Global Holdings, LLC

201 North Illinois Street, Suite 1800, Indianapolis, IN 46204

Chemicals

First Lien Debt

S + 5.75%

8.99%

12/22/2027

4,916

4,823

4,665

V Global Holdings, LLC

201 North Illinois Street, Suite 1800, Indianapolis, IN 46204

Chemicals

First Lien Debt

S + 5.75%

8.99%

12/22/2025

365 Retail Markets, LLC

1743 Maplelawn Drive, Troy, MI, Oakland County

Commercial Services &
Supplies

First Lien Debt

L + 4.75%

7.03%

12/23/2026

17,324

17,075

16,922

365 Retail Markets, LLC

1743 Maplelawn Drive, Troy, MI, Oakland County

Commercial Services &
Supplies

First Lien Debt

L + 4.75%

7.03%

12/23/2026

5,557

5,494

5,428

365 Retail Markets, LLC

1743 Maplelawn Drive, Troy, MI, Oakland County

Commercial Services &
Supplies

First Lien Debt

L + 4.75%

7.03%

12/23/2026

1,400

1,361

1,335

Encore Holdings, LLC

70 Bacon Street, Pawtucket, RI 02860

Commercial Services &
Supplies

First Lien Debt

L + 4.50%

8.17%

11/23/2028

1,854

1,825

1,799

Encore Holdings, LLC

70 Bacon Street, Pawtucket, RI 02860

Commercial Services &
Supplies

First Lien Debt

L + 4.50%

8.17%

11/23/2028

1,624

1,583

1,517

Encore Holdings, LLC

70 Bacon Street, Pawtucket, RI 02860

Commercial Services &
Supplies

First Lien Debt

L + 4.50%

8.17%

11/23/2027

—

(8)

(16)

FLS Holding, Inc.

171 17th St. NW, Suite 1050, Atlanta, GA 30363

Commercial Services &
Supplies

First Lien Debt

L + 5.25%

8.78%

12/15/2028

20,727

20,350

20,262

138

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

FLS Holding, Inc.

171 17th St. NW, Suite 1050, Atlanta, GA 30363

Commercial Services &
Supplies

First Lien Debt

L + 5.25%

8.78%

12/15/2028

4,506

4,421

4,405

FLS Holding, Inc.

171 17th St. NW, Suite 1050, Atlanta, GA 30363

Commercial Services &
Supplies

First Lien Debt

L + 5.25%

8.78%

12/17/2027

—

(31)

(40)

PDFTron US Acquisition Corp.

500-838 West Hastings Street, Vancouver, British Columbia, Canada

Commercial Services &
Supplies

First Lien Debt

S + 5.50%

8.56%

7/15/2027

30,492

30,055

29,291

PDFTron US Acquisition Corp.

500-838 West Hastings Street, Vancouver, British Columbia, Canada

Commercial Services &
Supplies

First Lien Debt

S + 5.50%

8.56%

7/15/2027

9,800

9,630

9,414

PDFTron US Acquisition Corp.

500-838 West Hastings Street, Vancouver, British Columbia, Canada

Commercial Services &
Supplies

First Lien Debt

S + 5.50%

8.56%

7/15/2026

3,850

3,733

3,547

Procure Acquireco, Inc.
(Procure Analytics)

3101 Towercreek, Parkway, Suite 500 Atlanta,
GA, Cobb County

Commercial Services &
Supplies

First Lien Debt

L + 5.25%

8.00%

12/20/2028

3,938

3,867

3,783

Procure Acquireco, Inc.
(Procure Analytics)

3101 Towercreek, Parkway, Suite 500 Atlanta,
GA, Cobb County

Commercial Services &
Supplies

First Lien Debt

L + 5.25%

8.00%

12/1/2028

—

(7)

(31)

Procure Acquireco, Inc.
(Procure Analytics)

3101 Towercreek, Parkway, Suite 500 Atlanta,
GA, Cobb County

Commercial Services &
Supplies

First Lien Debt

L + 5.25%

8.00%

12/1/2026

—

(4)

(9)

QW Holding Corporation

500 N Westshore Blvd #435, Tampa, FL 33609

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

7.96%

8/31/2026

8,931

8,808

8,653

QW Holding Corporation

500 N Westshore Blvd #435, Tampa, FL 33609

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

7.96%

8/31/2026

1,021

999

951

QW Holding Corporation

500 N Westshore Blvd #435, Tampa, FL 33609

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

7.96%

8/31/2026

—

(30)

(70)

Sherlock Buyer Corp.

5000 Corporate Court, Suite 203, Holtsville, New York 11742

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

9.42%

12/8/2028

11,089

10,888

10,775

Sherlock Buyer Corp.

5000 Corporate Court, Suite 203, Holtsville, New York 11742

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

9.42%

12/8/2028

—

(28)

(91)

Sherlock Buyer Corp.

5000 Corporate Court, Suite 203, Holtsville, New York 11742

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

9.42%

12/8/2027

—

(22)

(36)

Sweep Purchaser, LLC

4141 Rockside Road, Suite 100, Cleveland, OH 44131

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

9.42%

11/30/2026

8,726

8,598

8,239

Sweep Purchaser, LLC

4141 Rockside Road, Suite 100, Cleveland, OH 44131

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

9.42%

11/30/2026

5,845

5,750

5,498

Sweep Purchaser, LLC

4141 Rockside Road, Suite 100, Cleveland, OH 44131

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

9.42%

11/30/2026

—

(20)

(79)

Tamarack Intermediate, LLC

3207 Grey Hawk Court, Carlsbad, CA 92010

Commercial Services &
Supplies

First Lien Debt

S + 5.50%

9.23%

3/13/2028

5,486

5,384

5,209

139

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Tamarack Intermediate, LLC

3207 Grey Hawk Court, Carlsbad, CA 92010

Commercial Services &
Supplies

First Lien Debt

S + 5.50%

9.23%

3/13/2028

—

(16)

(46)

United Flow Technologies Intermediate
Holdco II, LLC

1271 Avenue of the Americas, 22nd Floor,
New York, New York 10020

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

8.56%

10/29/2027

17,015

16,717

16,397

United Flow Technologies Intermediate
Holdco II, LLC

1271 Avenue of the Americas, 22nd Floor,
New York, New York 10020

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

8.56%

10/29/2027

8,605

8,344

7,884

United Flow Technologies Intermediate
Holdco II, LLC

1271 Avenue of the Americas, 22nd Floor,
New York, New York 10020

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

8.56%

10/29/2026

—

(49)

(109)

US Infra Svcs Buyer, LLC

9304 East Verde Grove View Scottsdale, AZ 85255

Commercial Services &
Supplies

First Lien Debt

L + 6.75% (incl. 0.25% PIK)

8.57%

4/13/2026

16,080

15,873

14,872

US Infra Svcs Buyer, LLC

9304 East Verde Grove View Scottsdale, AZ 85255

Commercial Services &
Supplies

First Lien Debt

L + 6.75% (incl. 0.25% PIK)

8.57%

4/13/2026

2,283

2,256

2,112

US Infra Svcs Buyer, LLC

9304 East Verde Grove View Scottsdale, AZ 85255

Commercial Services &
Supplies

First Lien Debt

L + 6.75% (incl. 0.25% PIK)

8.57%

4/13/2026

2,250

2,224

2,081

Valcourt Holdings II, LLC

1300 Rike Dr, Millstone, New Jersey, 08535

Commercial Services &
Supplies

First Lien Debt

S + 5.25%

8.95%

1/7/2027

35,163

34,631

34,147

Valcourt Holdings II, LLC

1300 Rike Dr, Millstone, New Jersey, 08535

Commercial Services &
Supplies

First Lien Debt

S + 5.25%

8.95%

1/7/2027

5,752

5,652

5,554

VRC Companies, LLC

5400 Meltech Boulevard, Suite 114,, Memphis, TN, Shelby County

Commercial Services &
Supplies

First Lien Debt

S + 5.75%

8.52%

6/29/2027

48,964

48,356

48,256

VRC Companies, LLC

5400 Meltech Boulevard, Suite 114,, Memphis, TN, Shelby County

Commercial Services &
Supplies

First Lien Debt

S + 5.75%

8.52%

6/29/2027

7,558

7,449

VRC Companies, LLC

5400 Meltech Boulevard, Suite 114,, Memphis, TN, Shelby County

Commercial Services &
Supplies

First Lien Debt

S + 5.75%

8.52%

6/29/2027

8,235

8,135

8,116

VRC Companies, LLC

5400 Meltech Boulevard, Suite 114,, Memphis, TN, Shelby County

Commercial Services &
Supplies

First Lien Debt

S + 5.75%

8.52%

6/29/2027

1,300

1,169

1,168

VRC Companies, LLC

5400 Meltech Boulevard, Suite 114,, Memphis, TN, Shelby County

Commercial Services &
Supplies

First Lien Debt

P + 4.50%

10.75%

6/29/2027

248

228

224

KPSKY Acquisition, Inc.

9767 East Nicholas Avenue, Suite 180, Centennial, CO 80112

Construction & Engineering

First Lien Debt

L + 5.50%

8.58%

10/19/2028

34,297

33,687

34,297

KPSKY Acquisition, Inc.

9767 East Nicholas Avenue, Suite 180, Centennial, CO 80112

Construction & Engineering

First Lien Debt

P + 4.50%

10.75%

10/19/2028

4,426

4,312

4,426

BP Purchaser, LLC

B O X Partners, LLC, 2650 Galvin Drive,
Elgin, IL 60124

Containers & Packaging

First Lien Debt

L + 5.50%

8.74%

12/11/2028

17,379

17,064

16,211

Fortis Solutions Group, LLC

2505 Hawkeye Court, Virginia Beach, VA 23452

Containers & Packaging

First Lien Debt

L + 5.50%

9.17%

10/13/2028

19,254

18,911

19,254

140

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Fortis Solutions Group, LLC

2505 Hawkeye Court, Virginia Beach, VA 23452

Containers & Packaging

First Lien Debt

L + 5.50%

9.17%

10/13/2028

6,967

6,832

6,967

Fortis Solutions Group, LLC

2505 Hawkeye Court, Virginia Beach, VA 23452

Containers & Packaging

First Lien Debt

L + 5.50%

9.17%

10/15/2028

—

(7)

—

Fortis Solutions Group, LLC

2505 Hawkeye Court, Virginia Beach, VA 23452

Containers & Packaging

First Lien Debt

L + 5.50%

9.17%

10/15/2027

180

135

180

48Forty Solutions, LLC

3650 Mansell Road, Suite 100, Alpharetta, GA 30022

Distributors

First Lien Debt

S + 6.00%

8.46%

11/30/2026

17,336

16,980

16,981

48Forty Solutions, LLC

3650 Mansell Road, Suite 100, Alpharetta, GA 30022

Distributors

First Lien Debt

S + 6.00%

8.46%

11/30/2026

610

599

48Forty Solutions, LLC

3650 Mansell Road, Suite 100, Alpharetta, GA 30022

Distributors

First Lien Debt

P + 4.50%

10.75%

11/30/2026

1,900

1,851

ABB Concise Optical Group, LLC

12301 NW 39th Street, Coral Springs, FL 33065

Distributors

First Lien Debt

L + 7.50%

10.46%

2/23/2028

18,023

17,608

17,192

ABB Concise Optical Group, LLC

12301 NW 39th Street, Coral Springs, FL 33065

Distributors

First Lien Debt

P + 6.50%

12.75%

2/23/2028

1,755

1,712

1,668

PT Intermediate Holdings III, LLC

1200 N Greenbriar Dr Ste A, Addison, IL

Distributors

First Lien Debt

L + 5.50%

9.17%

11/1/2028

28,704

28,446

28,704

PT Intermediate Holdings III, LLC

1200 N Greenbriar Dr Ste A, Addison, IL

Distributors

First Lien Debt

L + 5.50%

9.17%

11/1/2028

15,969

15,823

15,969

Assembly Intermediate, LLC

9696 Culver Boulevard, Culver City, CA 90232

Diversified Consumer Services

First Lien Debt

L + 6.50%

9.38%

10/19/2027

20,741

20,379

19,818

Assembly Intermediate, LLC

9696 Culver Boulevard, Culver City, CA 90232

Diversified Consumer Services

First Lien Debt

L + 6.50%

9.38%

10/19/2027

1,867

1,806

1,636

Assembly Intermediate, LLC

9696 Culver Boulevard, Culver City, CA 90232

Diversified Consumer Services

First Lien Debt

L + 6.50%

9.38%

10/19/2027

415

380

323

FPG Intermediate Holdco, LLC

4901 Vineland Road Suite 300, Orlando, FL 32811

Diversified Consumer Services

First Lien Debt

S + 6.50%

9.20%

3/5/2027

498

489

Heartland Home Services

4101 Sparks Drive, Suite B, Grand Rapids, MI 49546

Diversified Consumer Services

First Lien Debt

L + 5.75%

8.87%

12/15/2026

1,588

1,573

1,510

Lightspeed Solution, LLC

2500 Bee Cave Road Building One Suite 350, Austin, TX, 78746

Diversified Consumer Services

First Lien Debt

S + 6.00%

9.04%

3/1/2028

7,561

7,422

7,237

Lightspeed Solution, LLC

2500 Bee Cave Road Building One Suite 350, Austin, TX, 78746

Diversified Consumer Services

First Lien Debt

S + 6.00%

9.04%

3/1/2028

—

(22)

(105)

LUV Car Wash Group, LLC

2218 E Williams Field Road, Suite 225,
Gilbert, AZ

Diversified Consumer Services

First Lien Debt

L + 5.50%

8.06%

12/9/2026

723

714

697

Magnolia Wash Holdings

5821 Fairview Road Charlotte,
North Carolina 28209

Diversified Consumer Services

First Lien Debt

S + 6.50%

9.13%

7/8/2028

3,776

3,703

Magnolia Wash Holdings

5821 Fairview Road Charlotte,
North Carolina 28209

Diversified Consumer Services

First Lien Debt

S + 6.50%

9.13%

7/8/2028

343

333

141

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Magnolia Wash Holdings

5821 Fairview Road Charlotte, North
Carolina 28209

Diversified Consumer Services

First Lien Debt

S + 6.50%

9.13%

7/8/2028

159

156

Mammoth Holdings, LLC

1951 Airport Rd., Suite 250, Atlanta, GA 30341

Diversified Consumer Services

First Lien Debt

S + 6.00%

8.34%

10/16/2023

8,053

8,019

8,053

Mammoth Holdings, LLC

1951 Airport Rd., Suite 250, Atlanta, GA 30341

Diversified Consumer Services

First Lien Debt

S + 6.00%

8.34%

10/16/2023

36,057

35,898

36,057

Mammoth Holdings, LLC

1951 Airport Rd., Suite 250, Atlanta, GA 30341

Diversified Consumer Services

First Lien Debt

S + 6.00%

8.34%

10/16/2023

—

(4)

—

Spotless Brands, LLC

1 Mid America Plaza,Suite 210, Oakbrook Terrace, IL 60181

Diversified Consumer Services

First Lien Debt

S + 6.50%

9.19%

7/25/2028

4,549

4,460

Spotless Brands, LLC

1 Mid America Plaza,Suite 210, Oakbrook Terrace, IL 60181

Diversified Consumer Services

First Lien Debt

S + 6.50%

9.19%

7/25/2028

232

221

Spotless Brands, LLC

1 Mid America Plaza,Suite 210, Oakbrook Terrace, IL 60181

Diversified Consumer Services

First Lien Debt

S + 6.50%

9.19%

7/25/2028

105

102

Applitools, Inc.

155 Bovet Road, Suite 600, San Mateo, CA 94402

Diversified Financial Services

First Lien Debt

S + 5.75%

8.78%

5/25/2028

—

(8)

(10)

Applitools, Inc.

155 Bovet Road, Suite 600, San Mateo, CA 94402

Diversified Financial Services

First Lien Debt

S + 5.75%

8.78%

5/25/2029

3,042

2,983

2,971

SitusAMC Holdings Corporation

150 E 52nd St #4002, New York, NY 10022

Diversified Financial Services

First Lien Debt

L + 5.75%

9.42%

12/22/2027

3,582

3,550

3,458

Smarsh, Inc.

851 SW 6th Avenue, Portland, Oregon 97204

Diversified Financial Services

First Lien Debt

S + 6.50%

10.05%

2/16/2029

4,286

4,206

4,145

Smarsh, Inc.

851 SW 6th Avenue, Portland, Oregon 97204

Diversified Financial Services

First Lien Debt

S + 6.50%

10.05%

2/16/2029

—

(5)

(9)

Smarsh, Inc.

851 SW 6th Avenue, Portland, Oregon 97204

Diversified Financial Services

First Lien Debt

S + 6.50%

10.05%

2/16/2029

—

(10)

(35)

Abracon Group Holdings, LLC

5101 Hidden Creek Lane, Spicewood, TX 78669

Electrical Equipment, Instruments & Components

First Lien Debt

S + 5.75%

7.86%

7/6/2028

5,548

5,441

Abracon Group Holdings, LLC

5101 Hidden Creek Lane, Spicewood, TX 78669

Electrical Equipment, Instruments & Components

First Lien Debt

S + 5.75%

7.86%

7/6/2028

—

(10)

Abracon Group Holdings, LLC

5101 Hidden Creek Lane, Spicewood, TX 78669

Electrical Equipment, Instruments & Components

First Lien Debt

S + 5.75%

7.86%

7/6/2028

—

(8)

142

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Dwyer Instruments, Inc.

102 IN-212, Michigan City, IN 46360

Electrical Equipment, Instruments & Components

First Lien Debt

L + 5.50%

8.82%

7/21/2027

8,079

7,924

Dwyer Instruments, Inc.

102 IN-212, Michigan City, IN 46360

Electrical Equipment, Instruments & Components

First Lien Debt

L + 5.50%

8.82%

7/21/2027

—

(18)

Dwyer Instruments, Inc.

102 IN-212, Michigan City, IN 46360

Electrical Equipment, Instruments & Components

First Lien Debt

L + 5.50%

8.82%

7/21/2027

158

139

AMCP Pet Holdings, Inc. (Brightpet)

38281 Industrial Park Road, Lisbon, OH 44432

Food Products

First Lien Debt

L + 6.25%

9.67%

10/5/2026

33,569

32,832

32,693

AMCP Pet Holdings, Inc. (Brightpet)

38281 Industrial Park Road, Lisbon, OH 44432

Food Products

First Lien Debt

L + 6.25%

9.67%

10/5/2026

4,375

4,255

4,223

Nellson Nutraceutical, Inc.

5115 East La Palma Avenue, Anaheim, CA 92807

Food Products

First Lien Debt

L + 5.25%

8.92%

12/23/2023

23,638

23,447

23,413

Teasdale Foods, Inc. (Teasdale Latin Foods)

3041 Churchill Dr. Ste 100,, Flower Mound, TX, 75022-2733

Food Products

First Lien Debt

L + 7.25% (incl. 1.00% PIK)

10.67%

12/18/2025

10,784

10,638

8,973

Performance Health & Wellness

28100 Torch Parkway, Suite 700, Warrenville, IL 60555

Health Care
Equipment & Supplies

First Lien Debt

L + 6.00%

8.88%

7/12/2027

9,398

9,241

9,028

Advarra Holdings, Inc.

6940 Columbia Gateway Drive, Suite 110 Columbia, MD 21046

Health Care Providers & Services

First Lien Debt

S + 5.75%

8.56%

8/24/2029

459

451

Advarra Holdings, Inc.

6940 Columbia Gateway Drive, Suite 110 Columbia, MD 21046

Health Care Providers & Services

First Lien Debt

S + 5.75%

8.56%

8/24/2029

—

DCA Investment Holdings, LLC

6240 Lake Osprey Dr, Sarasota, Florida, 34240

Health Care Providers & Services

First Lien Debt

S + 6.00%

9.98%

4/3/2028

11,083

10,947

10,609

DCA Investment Holdings, LLC

6240 Lake Osprey Dr, Sarasota, Florida, 34240

Health Care Providers & Services

First Lien Debt

S + 6.00%

9.98%

4/3/2028

2,302

2,259

2,184

Gateway US Holdings, Inc.

109 – 230 Hanlon Creek Boulevard, Guelph, Ontario N1C 0A1, Canada

Health Care Providers & Services

First Lien Debt

S + 5.50%

8.33%

9/22/2024

752

746

736

Gateway US Holdings, Inc.

109 – 230 Hanlon Creek Boulevard, Guelph, Ontario N1C 0A1, Canada

Health Care Providers & Services

First Lien Debt

S + 5.50%

8.33%

9/22/2024

173

171

168

Gateway US Holdings, Inc.

109 – 230 Hanlon Creek Boulevard, Guelph, Ontario N1C 0A1, Canada

Health Care Providers & Services

First Lien Debt

S + 5.50%

8.33%

9/22/2024

Heartland Veterinary Partners, LLC

10 South LaSalle Street, Suite 2120, Chicago, IL 60603

Health Care Providers & Services

First Lien Debt

S + 4.75%

7.63%

12/10/2026

1,871

1,855

1,816

Heartland Veterinary Partners, LLC

10 South LaSalle Street, Suite 2120, Chicago, IL 60603

Health Care Providers & Services

First Lien Debt

S + 4.75%

7.63%

12/10/2026

1,620

1,584

1,496

Heartland Veterinary Partners, LLC

10 South LaSalle Street, Suite 2120, Chicago, IL 60603

Health Care Providers & Services

First Lien Debt

S + 4.75%

7.63%

12/10/2026

—

(3)

(11)

143

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

mPulse Mobile, Inc.

16530 Ventura Blvd, Suite 500, Encino, CA 91436

Health Care Providers & Services

First Lien Debt

L + 5.25%

9.32%

12/17/2027

17,500

17,189

16,870

mPulse Mobile, Inc.

16530 Ventura Blvd, Suite 500, Encino, CA 91436

Health Care Providers & Services

First Lien Debt

L + 5.25%

9.32%

12/17/2027

—

(17)

(72)

mPulse Mobile, Inc.

16530 Ventura Blvd, Suite 500, Encino, CA 91436

Health Care Providers & Services

First Lien Debt

L + 5.25%

9.32%

12/17/2027

151

142

133

Promptcare Infusion Buyer, Inc.

41 Spring Street New Providence, NJ 07974

Health Care Providers & Services

First Lien Debt

L + 6.00%

8.63%

9/1/2027

9,096

8,941

8,723

Promptcare Infusion Buyer, Inc.

41 Spring Street New Providence, NJ 07974

Health Care Providers & Services

First Lien Debt

L + 6.00%

8.63%

9/1/2027

884

849

748

Southern Veterinary Partners, LLC

800 Shades Creek Parkway Suite 625, Birmingham, AL, 35209

Health Care Providers & Services

First Lien Debt

S + 5.50%

8.45%

10/5/2027

902

884

855

Stepping Stones Healthcare Services,
LLC

9 Phillips Rd, Hainesport, NJ 08036

Health Care
Providers & Services

First Lien Debt

L + 5.75%

9.42%

1/2/2029

4,353

4,293

4,119

Stepping Stones Healthcare Services,
LLC

9 Phillips Rd, Hainesport, NJ 08036

Health Care
Providers & Services

First Lien Debt

L + 5.75%

9.42%

1/2/2029

125

118

Stepping Stones Healthcare Services,
LLC

9 Phillips Rd, Hainesport, NJ 08036

Health Care
Providers & Services

First Lien Debt

L + 5.75%

9.42%

12/30/2026

(9)

Suveto Buyer, LLC

1000 Texan Trail #270, Grapevine, TX 76051

Health Care Providers & Services

First Lien Debt

L + 5.00%

8.67%

9/9/2027

11,057

10,949

10,599

Suveto Buyer, LLC

1000 Texan Trail #270, Grapevine, TX 76051

Health Care Providers & Services

First Lien Debt

L + 5.00%

8.67%

9/9/2027

454

435

417

Tivity Health, Inc.

701 Cool Springs Blvd, Franklin, TN, 37067

Health Care Providers & Services

First Lien Debt

S + 6.00%

9.55%

6/28/2029

3,720

3,666

3,681

Vardiman Black Holdings, LLC

401 Church St., Ste. 1900, Nashville, TN 37219

Health Care Providers & Services

First Lien Debt

S + 8.00%

10.29%

3/18/2027

3,420

3,389

3,228

Vardiman Black Holdings, LLC

401 Church St., Ste. 1900, Nashville, TN 37219

Health Care Providers & Services

First Lien Debt

S + 8.00%

10.29%

3/18/2027

3,609

3,571

3,381

Vermont Aus Pty Ltd

Vermont Aus Pty Ltd, Level 31, 101 Collins Street, Melbourne VIC 3000

Health Care Providers & Services

First Lien Debt

S + 5.50%

9.20%

3/23/2028

8,458

8,257

7,936

Intelerad Medical Systems
Incorporated

305 Church at N Hills St, 6th Floor Raleigh, North Carolina 27609

Health Care Technology

First Lien Debt

S + 6.50%

10.22%

8/21/2026

500

485

Lightspeed Buyer, Inc.

16260 N 71st St #350, Scottsdale, AZ 85254

Health Care Technology

First Lien Debt

L + 5.75%

8.87%

2/3/2026

12,701

12,458

12,346

Lightspeed Buyer, Inc.

16260 N 71st St #350, Scottsdale, AZ 85254

Health Care Technology

First Lien Debt

L + 5.75%

8.87%

2/3/2026

9,258

9,033

8,887

144

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Electrical Source Holdings, LLC

2870 N Ontario St, Burbank, CA 91504-2015, US

Industrial Conglomerates

First Lien Debt

L + 5.00%

8.67%

11/25/2025

29,325

29,145

28,548

Electrical Source Holdings, LLC

2870 N Ontario St, Burbank, CA 91504-2015, US

Industrial Conglomerates

First Lien Debt

L + 5.00%

8.67%

11/25/2025

6,489

6,395

6,317

Electrical Source Holdings, LLC

2870 N Ontario St, Burbank, CA 91504-2015, US

Industrial Conglomerates

First Lien Debt

L + 5.00%

8.67%

11/25/2025

—

(14)

(29)

Excelitas Technologies Corp.

200 West Street, 4th Floor East Waltham, MA 02451

Industrial Conglomerates

First Lien Debt

S + 5.75%

8.59%

8/13/2029

1,378

1,351

Excelitas Technologies Corp.

200 West Street, 4th Floor East Waltham, MA 02451

Industrial Conglomerates

First Lien Debt

E + 5.75%

6.08%

8/13/2029

€

242

246

232

Excelitas Technologies Corp.

200 West Street, 4th Floor East Waltham, MA 02451

Industrial Conglomerates

First Lien Debt

S + 5.75%

8.59%

8/13/2029

—

(3)

Excelitas Technologies Corp.

200 West Street, 4th Floor East Waltham, MA 02451

Industrial Conglomerates

First Lien Debt

S + 5.75%

8.59%

8/14/2028

Amerilife Holdings, LLC

2650 McCormick Drive Suite 300L, Clearwater,
FL 33759

Insurance Services

First Lien Debt

S + 5.75%

8.83%

8/31/2029

2,044

2,004

Amerilife Holdings, LLC

2650 McCormick Drive Suite 300L, Clearwater,
FL 33759

Insurance Services

First Lien Debt

S + 5.75%

8.83%

8/31/2029

—

(9)

Amerilife Holdings, LLC

2650 McCormick Drive Suite 300L, Clearwater,
FL 33759

Insurance Services

First Lien Debt

S + 5.75%

8.83%

8/31/2028

—

(9)

Foundation Risk Partners, Corp.

1540 Cornerstone Boulevard Suite 230, Daytona
Beach, FL, 32117

Insurance Services

First Lien Debt

L + 5.50%

9.17%

10/29/2028

43,074

42,497

42,376

Foundation Risk Partners, Corp.

1540 Cornerstone Boulevard Suite 230, Daytona
Beach, FL, 32117

Insurance Services

First Lien Debt

L + 5.50%

9.17%

10/29/2028

9,368

9,242

9,217

Foundation Risk Partners, Corp.

1540 Cornerstone Boulevard Suite 230, Daytona
Beach, FL, 32117

Insurance Services

First Lien Debt

L + 5.50%

9.17%

10/29/2027

242

184

168

Galway Borrower, LLC

1350 Broadway, New York, NY 10018

Insurance Services

First Lien Debt

L + 5.25%

8.92%

9/29/2028

28,346

27,864

27,116

Galway Borrower, LLC

1350 Broadway, New York, NY 10018

Insurance Services

First Lien Debt

L + 5.25%

8.92%

9/29/2028

2,013

1,934

1,826

Galway Borrower, LLC

1350 Broadway, New York, NY 10018

Insurance Services

First Lien Debt

L + 5.25%

8.92%

9/30/2027

677

643

588

Higginbotham Insurance Agency, Inc.

500 W 13th St, Fort Worth, TX 76102

Insurance Services

First Lien Debt

L + 5.25%

8.37%

11/25/2026

18,528

18,323

18,015

High Street Buyer, Inc.

333 West Grandview Parkway, Suite 201, Traverse City, MI 49684

Insurance Services

First Lien Debt

L + 6.00%

8.81%

4/14/2028

10,017

9,851

9,725

High Street Buyer, Inc.

333 West Grandview Parkway, Suite 201, Traverse City, MI 49684

Insurance Services

First Lien Debt

L + 6.00%

8.81%

4/14/2028

40,226

39,534

39,051

High Street Buyer, Inc.

333 West Grandview Parkway, Suite 201, Traverse City, MI 49684

Insurance Services

First Lien Debt

L + 6.00%

8.81%

4/16/2027

—

(32)

(62)

145

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Integrity Marketing Acquisition, LLC

9111 Cypress Waters Boulevard, Suite 450, Dallas, TX 75019

Insurance Services

First Lien Debt

L + 5.50%

9.03%

8/27/2025

86,166

85,321

86,166

Keystone Agency Investors

2600 Commerce Drive, Harrisburg, PA 17110

Insurance Services

First Lien Debt

S + 6.00%

9.70%

5/3/2027

3,085

3,043

2,982

Keystone Agency Investors

2600 Commerce Drive, Harrisburg, PA 17110

Insurance Services

First Lien Debt

S + 6.00%

9.70%

5/3/2027

2,894

2,834

2,743

Majesco

412 Mr. Kemble Ave, Ste 110c, Morristown, NJ 07960

Insurance Services

First Lien Debt

L + 7.25%

10.89%

9/21/2027

23,481

22,987

22,480

Majesco

412 Mr. Kemble Ave, Ste 110c, Morristown, NJ 07960

Insurance Services

First Lien Debt

L + 7.25%

10.89%

9/21/2026

—

(31)

(67)

Oakbridge Insurance Agency, LLC

200 Broad Street, LaGrange, GA

Insurance Services

First Lien Debt

S + 5.75%

8.89%

12/31/2026

165

162

158

Oakbridge Insurance Agency, LLC

200 Broad Street, LaGrange, GA

Insurance Services

First Lien Debt

S + 5.75%

8.89%

12/31/2026

138

128

Oakbridge Insurance Agency, LLC

200 Broad Street, LaGrange, GA

Insurance Services

First Lien Debt

S + 5.75%

8.89%

12/31/2026

Patriot Growth Insurance Services,
LLC

501 Office Center Drive, Suite 215, Ft. Washington, PA 19034

Insurance Services

First Lien Debt

L + 5.50%

9.67%

10/16/2028

54,180

53,280

53,659

Patriot Growth Insurance Services,
LLC

501 Office Center Drive, Suite 215, Ft. Washington, PA 19034

Insurance Services

First Lien Debt

L + 5.50%

9.67%

10/16/2028

3,524

3,345

3,438

Patriot Growth Insurance Services,
LLC

501 Office Center Drive, Suite 215, Ft. Washington, PA 19034

Insurance Services

First Lien Debt

L + 5.50%

9.67%

10/16/2028

—

(77)

(43)

Peter C. Foy & Associates Insurance Services, LLC

2500 West Executive Parkway Suite 200 Lehi, UT 84043

Insurance Services

First Lien Debt

L + 6.00%

7.85%

11/1/2028

17,837

17,678

16,963

Peter C. Foy & Associates Insurance Services, LLC

2500 West Executive Parkway Suite 200 Lehi, UT 84043

Insurance Services

First Lien Debt

S + 6.00%

9.15%

11/1/2028

912

899

867

Peter C. Foy & Associates Insurance Services, LLC

2500 West Executive Parkway Suite 200 Lehi, UT 84043

Insurance Services

First Lien Debt

L + 6.00%

9.12%

11/1/2028

4,967

4,923

4,724

Peter C. Foy & Associates Insurance Services, LLC

2500 West Executive Parkway Suite 200 Lehi, UT 84043

Insurance Services

First Lien Debt

S + 6.00%

9.15%

11/1/2028

1,756

1,727

1,645

Peter C. Foy & Associates Insurance Services, LLC

2500 West Executive Parkway Suite 200 Lehi, UT 84043

Insurance Services

First Lien Debt

L + 6.00%

9.12%

11/1/2027

—

(7)

(41)

RSC Acquisition, Inc.

160 Federal St., 4th Floor, Boston, MA 02110

Insurance Services

First Lien Debt

L + 5.50%

8.94%

10/30/2026

24,895

24,516

24,895

RSC Acquisition, Inc.

160 Federal St., 4th Floor, Boston, MA 02110

Insurance Services

First Lien Debt

L + 5.50%

8.94%

10/30/2026

7,961

7,896

7,961

World Insurance Associates, LLC

6565 Shrewsbury Ave, Suite 200, Tinton Falls, NJ 07701

Insurance Services

First Lien Debt

S + 5.75%

9.30%

4/1/2026

33,417

32,527

32,311

World Insurance Associates, LLC

6565 Shrewsbury Ave, Suite 200, Tinton Falls, NJ 07701

Insurance Services

First Lien Debt

S + 5.75%

9.30%

4/1/2026

31,249

30,563

30,215

World Insurance Associates, LLC

6565 Shrewsbury Ave, Suite 200, Tinton Falls, NJ 07701

Insurance Services

First Lien Debt

S + 5.75%

9.30%

4/1/2026

349

331

307

146

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

FMG Suite Holdings, LLC

12395 World Trade Dr., Ste 200, San Diego, CA 92128

Interactive Media & Services

First Lien Debt

S + 5.50%

7.84%

10/30/2026

24,069

23,653

23,143

FMG Suite Holdings, LLC

12395 World Trade Dr., Ste 200, San Diego, CA 92128

Interactive Media & Services

First Lien Debt

S + 5.50%

7.84%

10/30/2026

5,250

5,172

5,048

FMG Suite Holdings, LLC

12395 World Trade Dr., Ste 200, San Diego, CA 92128

Interactive Media & Services

First Lien Debt

S + 5.50%

7.84%

10/30/2026

—

(39)

(101)

Spectrio, LLC

4033 Tampa Road, Suite 103, Oldsmar, FL 34677

Interactive Media & Services

First Lien Debt

L + 6.00%

9.13%

12/9/2026

31,650

31,238

30,868

Spectrio, LLC

4033 Tampa Road, Suite 103, Oldsmar, FL 34677

Interactive Media & Services

First Lien Debt

L + 6.00%

9.13%

12/9/2026

12,775

12,510

11,881

Spectrio, LLC

4033 Tampa Road, Suite 103, Oldsmar, FL 34677

Interactive Media & Services

First Lien Debt

L + 6.00%

9.13%

12/9/2026

1,490

1,435

1,393

Triple Lift, Inc.

1400 Lafayette St. 5th Floor, New York, NY 10003

Interactive Media & Services

First Lien Debt

S + 5.50%

9.30%

5/8/2028

27,650

27,188

26,483

Triple Lift, Inc.

1400 Lafayette St. 5th Floor, New York, NY 10003

Interactive Media & Services

First Lien Debt

S + 5.50%

9.30%

5/8/2028

1,533

1,469

1,364

Atlas Purchaser, Inc.

5 Technology Park Drive, Westford, MA 01886

IT Services

First Lien Debt

L + 5.25%

8.12%

5/8/2028

8,945

8,795

6,932

Donuts, Inc.

10500 NE 8th Street, Suite 750, Bellevue, WA 98004

IT Services

First Lien Debt

S + 6.00%

8.91%

12/29/2026

18,422

18,140

18,000

Donuts, Inc.

10500 NE 8th Street, Suite 750, Bellevue, WA 98004

IT Services

First Lien Debt

S + 6.00%

8.91%

12/29/2027

6,752

6,598

Donuts, Inc.

10500 NE 8th Street, Suite 750, Bellevue, WA 98004

IT Services

First Lien Debt

S + 6.00%

8.91%

12/29/2027

—

(73)

Govbrands Intermediate, Inc.

3025 Windward Plaza, Suite 200, Alpharetta, GA, Fulton, County

IT Services

First Lien Debt

L + 5.50%

9.17%

8/4/2027

39,860

39,026

37,991

Govbrands Intermediate, Inc.

3025 Windward Plaza, Suite 200, Alpharetta, GA, Fulton, County

IT Services

First Lien Debt

L + 5.50%

9.17%

8/4/2027

8,969

8,739

8,352

Govbrands Intermediate, Inc.

3025 Windward Plaza, Suite 200, Alpharetta, GA, Fulton, County

IT Services

First Lien Debt

L + 5.50%

9.17%

8/4/2027

1,177

1,092

978

Long Term Care Group, Inc.

2000 Wade Hampton Boulevard, Greenville, SC 29615

IT Services

First Lien Debt

L + 6.00%

8.82%

9/8/2027

4,975

4,883

4,775

Recovery Point Systems, Inc.

75 West Watkins Mill Road, Gaithersburg, MD,
20878

IT Services

First Lien Debt

L + 6.50%

9.41%

8/12/2026

41,160

40,587

40,946

Recovery Point Systems, Inc.

75 West Watkins Mill Road, Gaithersburg, MD,
20878

IT Services

First Lien Debt

L + 6.50%

9.41%

8/12/2026

—

(52)

(21)

147

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Redwood Services Group, LLC

155 Montgomery Street Suite 501, San Francisco, CA, 94104

IT Services

First Lien Debt

S + 6.00%

9.31%

6/15/2029

10,966

10,753

10,489

Redwood Services Group, LLC

155 Montgomery Street Suite 501, San Francisco, CA, 94104

IT Services

First Lien Debt

S + 6.00%

9.31%

6/15/2029

—

(25)

(113)

Syntax Systems Ltd

8000 Decarie Boulevard, Suite 300, Montreal, Quebec H4P 2S4 Canada

IT Services

First Lien Debt

L + 5.50%

8.02%

10/29/2028

35,542

35,225

33,200

Syntax Systems Ltd

8000 Decarie Boulevard, Suite 300, Montreal, Quebec H4P 2S4 Canada

IT Services

First Lien Debt

L + 5.50%

8.02%

10/29/2028

—

(81)

(617)

Syntax Systems Ltd

8000 Decarie Boulevard, Suite 300, Montreal, Quebec H4P 2S4 Canada

IT Services

First Lien Debt

L + 5.50%

8.02%

10/29/2026

2,495

2,464

2,248

Thrive Buyer, Inc. (Thrive Networks)

25 Forbes Boulevard, Suite 3, Foxborough, MA 02035

IT Services

First Lien Debt

L + 6.00%

9.67%

1/22/2027

20,613

20,294

20,096

Thrive Buyer, Inc. (Thrive Networks)

25 Forbes Boulevard, Suite 3, Foxborough, MA 02035

IT Services

First Lien Debt

L + 6.00%

9.67%

1/22/2027

16,024

15,746

15,594

Thrive Buyer, Inc. (Thrive Networks)

25 Forbes Boulevard, Suite 3, Foxborough, MA 02035

IT Services

First Lien Debt

P + 6.25%

11.25%

1/22/2027

264

234

214

Upstack Holdco, Inc.

745 Fifth Avenue, 7th Floor, New York, NY 10151

IT Services

First Lien Debt

L + 5.50%

8.60%

8/20/2027

9,761

9,555

9,693

Upstack Holdco, Inc.

745 Fifth Avenue, 7th Floor, New York, NY 10151

IT Services

First Lien Debt

L + 5.50%

8.60%

8/20/2027

3,300

3,210

3,270

Upstack Holdco, Inc.

745 Fifth Avenue, 7th Floor, New York, NY 10151

IT Services

First Lien Debt

L + 5.50%

8.60%

8/20/2027

—

(20)

(6)

GSM Acquisition Corp.
(GSM Outdoors)

5250 Frye Road,Irving, TX, Dallas County

Leisure Products

First Lien Debt

S + 5.00%

8.81%

11/16/2026

17,491

17,356

17,248

GSM Acquisition Corp.
(GSM Outdoors)

5250 Frye Road,Irving, TX, Dallas County

Leisure Products

First Lien Debt

S + 5.00%

8.81%

11/16/2026

4,502

4,456

4,439

GSM Acquisition Corp.
(GSM Outdoors)

5250 Frye Road,Irving, TX, Dallas County

Leisure Products

First Lien Debt

S + 5.00%

8.81%

11/16/2026

2,568

2,526

2,509

Answer Target Holdco, LLC

4855 Broadmoor Avenue, Kentwood, MI 49512

Machinery

First Lien Debt

L + 5.75%

9.42%

12/30/2026

10,746

10,559

10,313

Answer Target Holdco, LLC

4855 Broadmoor Avenue, Kentwood, MI 49512

Machinery

First Lien Debt

L + 5.75%

9.42%

12/30/2026

—

(14)

(34)

Komline-Sanderson Group, Inc.

12 Holland Avenue, Peapack, NJ 07977

Machinery

First Lien Debt

L + 6.00%

8.75%

3/17/2026

20,925

20,755

20,445

Komline-Sanderson Group, Inc.

12 Holland Avenue, Peapack, NJ 07977

Machinery

First Lien Debt

L + 6.00%

8.75%

3/17/2026

19,118

18,897

18,483

Komline-Sanderson Group, Inc.

12 Holland Avenue, Peapack, NJ 07977

Machinery

First Lien Debt

L + 6.00%

8.75%

3/17/2026

2,373

2,340

2,264

MHE Intermediate Holdings, LLC

3235 Levis Commons Blvd,, Perrysburg, OH 43551

Machinery

First Lien Debt

L + 6.25%

9.50%

7/21/2027

28,584

28,105

27,738

148

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

MHE Intermediate Holdings, LLC

3235 Levis Commons Blvd,, Perrysburg, OH 43551

Machinery

First Lien Debt

L + 6.25%

9.50%

7/21/2027

3,720

3,657

3,610

MHE Intermediate Holdings, LLC

3235 Levis Commons Blvd,, Perrysburg, OH 43551

Machinery

First Lien Debt

L + 6.25%

9.50%

7/21/2027

—

(40)

(74)

AWP Group Holdings, Inc.

4244 Mount Pleasant Street Northwest, North Canton, OH 44720

Multi-Utilities

First Lien Debt

L + 4.75%

7.56%

12/22/2027

892

882

864

AWP Group Holdings, Inc.

4244 Mount Pleasant Street Northwest, North Canton, OH 44720

Multi-Utilities

First Lien Debt

L + 4.75%

7.56%

12/22/2027

131

129

123

AWP Group Holdings, Inc.

4244 Mount Pleasant Street Northwest, North Canton, OH 44720

Multi-Utilities

First Lien Debt

L + 4.75%

7.56%

12/22/2026

Ground Penetrating Radar Systems, LLC

5217 Monroe St. Suite A Toledo, OH 43623

Multi-Utilities

First Lien Debt

S + 4.75%

8.03%

6/26/2026

10,332

10,183

10,033

Ground Penetrating Radar Systems, LLC

5217 Monroe St. Suite A Toledo, OH 43623

Multi-Utilities

First Lien Debt

S + 4.75%

8.03%

6/26/2025

722

701

674

Vessco Midco Holdings, LLC

8217 Upland Circle Chanhassen, MN 55217

Multi-Utilities

First Lien Debt

L + 4.50%

7.62%

11/2/2026

2,715

2,695

2,669

Vessco Midco Holdings, LLC

8217 Upland Circle Chanhassen, MN 55217

Multi-Utilities

First Lien Debt

L + 4.50%

7.62%

11/2/2026

1,769

1,756

1,739

Vessco Midco Holdings, LLC

8217 Upland Circle Chanhassen, MN 55217

Multi-Utilities

First Lien Debt

P + 3.50%

9.75%

10/18/2026

Energy Labs Holdings Corp.

8850 Interchange Drive Houston, TX 77054

Oil, Gas & Consumable
Fuels

First Lien Debt

S + 5.25%

7.46%

4/7/2028

389

383

381

Energy Labs Holdings Corp.

8850 Interchange Drive Houston, TX 77054

Oil, Gas & Consumable
Fuels

First Lien Debt

S + 5.25%

7.46%

4/7/2028

—

(1)

Energy Labs Holdings Corp.

8850 Interchange Drive Houston, TX 77054

Oil, Gas & Consumable
Fuels

First Lien Debt

S + 5.25%

7.46%

4/7/2028

Abacus Data Holdings, Inc. (AbacusNext)

4850 Eastgate Mall, San Diego, CA, 92121

Professional Services

First Lien Debt

L + 6.25%

8.54%

3/10/2027

18,664

18,334

18,432

Abacus Data Holdings, Inc. (AbacusNext)

4850 Eastgate Mall, San Diego, CA, 92121

Professional Services

First Lien Debt

L + 6.25%

8.54%

3/10/2027

1,955

1,939

1,931

Abacus Data Holdings, Inc. (AbacusNext)

4850 Eastgate Mall, San Diego, CA, 92121

Professional Services

First Lien Debt

L + 6.25%

8.54%

3/10/2027

—

(25)

(17)

Bullhorn, Inc.

100 Summer Street, 17th Floor, Boston,
MA, 02110

Professional Services

First Lien Debt

L + 5.75%

9.42%

9/30/2026

12,980

12,874

12,980

Bullhorn, Inc.

100 Summer Street, 17th Floor, Boston,
MA, 02110

Professional Services

First Lien Debt

L + 5.75%

9.42%

9/30/2026

2,729

2,718

2,729

Bullhorn, Inc.

100 Summer Street, 17th Floor, Boston,
MA, 02110

Professional Services

First Lien Debt

L + 5.75%

9.42%

9/30/2026

273

267

273

Citrin Cooperman Advisors, LLC

529 Fifth Avenue, New York, NY 10017

Professional Services

First Lien Debt

L + 5.00%

6.47%

10/1/2027

20,076

19,731

20,076

149

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Citrin Cooperman Advisors, LLC

529 Fifth Avenue, New York, NY 10017

Professional Services

First Lien Debt

L + 5.00%

6.47%

10/1/2027

8,604

8,452

8,604

KWOR Acquisition, Inc.

9725 Windermere Blvd, Fishers, IN 46037

Professional Services

First Lien Debt

L + 5.25%

8.91%

12/22/2028

5,387

5,288

5,105

KWOR Acquisition, Inc.

9725 Windermere Blvd, Fishers, IN 46037

Professional Services

First Lien Debt

L + 5.25%

8.91%

12/22/2028

—

(46)

(250)

KWOR Acquisition, Inc.

9725 Windermere Blvd, Fishers, IN 46037

Professional Services

First Lien Debt

P + 4.25%

10.50%

12/22/2027

Project Boost Purchaser, LLC

12735 Gran Bay Parkway West, Suite 130, Jacksonville, FL 32258-4467

Professional Services

First Lien Debt

S + 5.50%

8.41%

5/2/2029

5,428

5,376

5,381

Project Boost Purchaser, LLC

12735 Gran Bay Parkway West, Suite 130, Jacksonville, FL 32258-4467

Professional Services

First Lien Debt

S + 5.50%

8.41%

5/2/2029

—

(5)

(10)

Project Boost Purchaser, LLC

12735 Gran Bay Parkway West, Suite 130, Jacksonville, FL 32258-4467

Professional Services

First Lien Debt

S + 5.50%

8.41%

5/2/2028

—

(4)

Associations, Inc.

5401 N. Central Expressway, Suite 300,
Dallas, TX

Real Estate Management & Development

First Lien Debt

S + 6.50% (incl. 2.50% PIK)

8.88%

7/2/2027

16,156

16,027

15,403

Associations, Inc.

5401 N. Central Expressway, Suite 300,
Dallas, TX

Real Estate Management & Development

First Lien Debt

S + 6.50% (incl. 2.50% PIK)

8.88%

7/2/2027

14,612

14,431

13,614

Associations, Inc.

5401 N. Central Expressway, Suite 300,
Dallas, TX

Real Estate Management & Development

First Lien Debt

S + 6.50% (incl. 2.50% PIK)

8.88%

7/2/2027

—

(15)

(87)

MRI Software, LLC

28925 Fountain Parkway, Solon, OH 44139

Real Estate Management & Development

First Lien Debt

L + 5.50%

9.17%

2/10/2026

59,638

59,197

58,362

MRI Software, LLC

28925 Fountain Parkway, Solon, OH 44139

Real Estate Management & Development

First Lien Debt

L + 5.50%

9.17%

2/10/2026

—

(12)

(47)

Pritchard Industries, LLC

150 E 42nd St, New York, NY 10017

Real Estate Management & Development

First Lien Debt

L + 5.50%

9.17%

10/13/2027

25,596

25,153

24,137

Pritchard Industries, LLC

150 E 42nd St, New York, NY 10017

Real Estate Management & Development

First Lien Debt

L + 5.50%

9.17%

10/13/2027

4,893

4,795

4,544

Zarya Intermediate, LLC

5300 Memorial Drive, Suite 300 , Houston, TX 77007

Real Estate Management & Development

First Lien Debt

S + 6.50%

10.02%

7/1/2027

35,408

Zarya Intermediate, LLC

5300 Memorial Drive, Suite 300 , Houston, TX 77007

Real Estate Management & Development

First Lien Debt

S + 6.50%

10.02%

7/1/2027

—

150

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Alert Media, Inc.

901 South MoPac Expressway, Building 3, Suite 500, Austin, TX 78746

Software

First Lien Debt

S + 5.00%

7.74%

4/12/2027

14,000

13,834

14,000

Alert Media, Inc.

901 South MoPac Expressway, Building 3, Suite 500, Austin, TX 78746

Software

First Lien Debt

S + 5.00%

7.74%

4/10/2026

—

(19)

—

Anaplan, Inc.

50 Hawthorne St, San Francisco, CA, 94105

Software

First Lien Debt

S + 6.50%

9.53%

6/21/2029

24,000

23,533

23,479

Appfire Technologies, LLC

1500 District Ave,, Burlington, MA, 01803

Software

First Lien Debt

S + 5.50%

8.63%

3/9/2027

9,483

9,447

9,112

Appfire Technologies, LLC

1500 District Ave,, Burlington, MA, 01803

Software

First Lien Debt

S + 5.50%

8.63%

3/9/2027

3,583

3,509

3,172

Appfire Technologies, LLC

1500 District Ave,, Burlington, MA, 01803

Software

First Lien Debt

S + 5.50%

8.63%

3/9/2027

Bottomline Technologies, Inc.

325 Corporate Drive , Portsmouth, New Hampshire 03801-6808

Software

First Lien Debt

S + 5.50%

8.35%

5/14/2029

3,200

3,139

3,078

Bottomline Technologies, Inc.

325 Corporate Drive , Portsmouth, New Hampshire 03801-6808

Software

First Lien Debt

S + 5.50%

8.35%

5/15/2028

—

(5)

(10)

CLEO Communications Holding,
LLC

4949 Harrison Ave. Suite #200 Rockford, IL 61108

Software

First Lien Debt

L + 6.50%

9.69%

6/9/2027

39,998

39,670

38,334

CLEO Communications Holding,
LLC

4949 Harrison Ave. Suite #200 Rockford, IL 61108

Software

First Lien Debt

L + 6.50%

9.69%

6/9/2027

—

(98)

(520)

Diligent Corporation

111 West 33rd St., 16th Floor, New York, NY 10120

Software

First Lien Debt

L + 5.75%

8.63%

8/4/2025

27,580

27,391

26,930

Diligent Corporation

111 West 33rd St., 16th Floor, New York, NY 10120

Software

First Lien Debt

L + 5.75%

8.63%

8/4/2025

2,206

2,180

2,112

Diligent Corporation

111 West 33rd St., 16th Floor, New York, NY 10120

Software

First Lien Debt

L + 5.75%

8.63%

8/4/2025

2,250

2,220

2,144

GS AcquisitionCo, Inc.

8529 Six Forks Rd., Raleigh, NC 27615

Software

First Lien Debt

L + 5.75%

9.85%

5/22/2026

75,334

74,812

73,503

GS AcquisitionCo, Inc.

8529 Six Forks Rd., Raleigh, NC 27615

Software

First Lien Debt

L + 5.75%

9.85%

5/22/2026

—

(21)

(113)

GS AcquisitionCo, Inc.

8529 Six Forks Rd., Raleigh, NC 27615

Software

First Lien Debt

L + 5.75%

9.85%

5/22/2026

1,694

1,673

1,635

Gurobi Optimization, LLC

9450 Southwest Gemini Drive, #90729, Beaverton, OR

Software

First Lien Debt

L + 5.00%

8.12%

12/19/2023

13,125

13,071

13,125

Gurobi Optimization, LLC

9450 Southwest Gemini Drive, #90729, Beaverton, OR

Software

First Lien Debt

L + 5.00%

8.12%

12/19/2023

—

(6)

—

Kaseya, Inc.

701 Brickell Avenue Suite 400, Miami,
FL, 33131

Software

First Lien Debt

S + 5.75%

8.29%

6/25/2029

14,099

13,894

13,485

Kaseya, Inc.

701 Brickell Avenue Suite 400, Miami,
FL, 33131

Software

First Lien Debt

S + 5.75%

8.29%

6/25/2029

—

(6)

(37)

Kaseya, Inc.

701 Brickell Avenue Suite 400, Miami,
FL, 33131

Software

First Lien Debt

S + 5.75%

8.29%

6/25/2029

—

(12)

(37)

151

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

LegitScript

818 SW 3rd Ave #353, Portland, OR 97204

Software

First Lien Debt

S + 5.75%

8.73%

6/24/2029

21,667

21,246

20,791

LegitScript

818 SW 3rd Ave #353, Portland, OR 97204

Software

First Lien Debt

S + 5.75%

8.73%

6/24/2029

—

(131)

(572)

LegitScript

818 SW 3rd Ave #353, Portland, OR 97204

Software

First Lien Debt

S + 5.75%

8.73%

6/24/2028

333

254

165

Montana Buyer, Inc.

1501 Highwoods Blvd., Suite 200-A, Greensboro, NC, 27410

Software

First Lien Debt

S + 5.75%

8.69%

7/22/2029

4,131

4,049

3,964

Montana Buyer, Inc.

1501 Highwoods Blvd., Suite 200-A, Greensboro, NC, 27410

Software

First Lien Debt

S + 5.75%

8.69%

7/22/2028

—

(9)

(19)

Netwrix Corporation And Concept Searching, Inc.

300 Spectrum Center Drive, Suite 200 Irvine, CA 92618

Software

First Lien Debt

S + 5.00%

7.90%

6/11/2029

4,605

4,561

4,358

Netwrix Corporation And Concept Searching, Inc.

300 Spectrum Center Drive, Suite 200 Irvine, CA 92618

Software

First Lien Debt

S + 5.00%

7.90%

6/11/2029

168

157

Netwrix Corporation And Concept Searching, Inc.

300 Spectrum Center Drive, Suite 200 Irvine, CA 92618

Software

First Lien Debt

S + 5.00%

7.90%

6/11/2029

—

(4)

(23)

Oak Purchaser, Inc.

3520 Green Court, Suite 250, Ann Arbor, MI 48105

Software

First Lien Debt

S + 5.50%

9.48%

4/28/2028

2,792

2,765

2,736

Oak Purchaser, Inc.

3520 Green Court, Suite 250, Ann Arbor, MI 48105

Software

First Lien Debt

S + 5.50%

9.48%

4/28/2028

625

608

588

Oak Purchaser, Inc.

3520 Green Court, Suite 250, Ann Arbor, MI 48105

Software

First Lien Debt

S + 5.50%

9.48%

4/28/2028

—

(3)

(8)

Pound Bidco, Inc.

350 Burnhamthorpe Road West Suite 1000, Mississauga, ON, L5B 3J1, Canada

Software

First Lien Debt

L + 6.50%

9.31%

1/30/2026

9,012

8,879

8,988

Pound Bidco, Inc.

350 Burnhamthorpe Road West Suite 1000, Mississauga, ON, L5B 3J1, Canada

Software

First Lien Debt

L + 6.50%

9.31%

1/30/2026

—

(15)

(3)

Project Leopard Holdings, Inc.

15211 Laguna Canyon Road, Irvine, CA 92618

Software

First Lien Debt

S + 5.25%

7.83%

7/20/2029

6,280

5,851

5,608

Revalize, Inc.

8800 W Baymeadows Way #500, Jacksonville, FL 32256

Software

First Lien Debt

L + 5.75%

9.42%

4/15/2027

19,595

19,476

18,618

Revalize, Inc.

8800 W Baymeadows Way #500, Jacksonville, FL 32256

Software

First Lien Debt

L + 5.75%

9.42%

4/15/2027

Riskonnect Parent, LLC

1701 Barrett Lakes Blvd., Suite 500 Kennesaw, GA 30144

Software

First Lien Debt

S + 5.50%

9.73%

12/7/2028

445

437

Riskonnect Parent, LLC

1701 Barrett Lakes Blvd., Suite 500 Kennesaw, GA 30144

Software

First Lien Debt

S + 5.50%

9.73%

12/7/2028

—

(6)

Securonix, Inc.

5080 Spectrum Drive Suite 950 West, Addison,
TX 75001

Software

First Lien Debt

S + 6.50%

8.62%

4/5/2028

21,010

20,666

20,119

Securonix, Inc.

5080 Spectrum Drive Suite 950 West, Addison,
TX 75001

Software

First Lien Debt

S + 6.50%

8.62%

4/5/2028

—

(61)

(160)

152

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Skykick, Inc.

200 W Thomas St #400, Seattle, WA 98119

Software

First Lien Debt

L + 7.25%

9.54%

9/1/2027

6,300

6,165

6,243

Skykick, Inc.

200 W Thomas St #400, Seattle, WA 98119

Software

First Lien Debt

L + 7.25%

9.54%

9/1/2027

—

(27)

(24)

Trunk Acquisition, Inc.

3200 Rice Mine Road NE, Tuscaloosa, AL 35406

Software

First Lien Debt

L + 5.75%

9.42%

2/19/2027

9,074

8,995

8,568

Trunk Acquisition, Inc.

3200 Rice Mine Road NE, Tuscaloosa, AL 35406

Software

First Lien Debt

L + 5.75%

9.42%

2/19/2026

—

(7)

(48)

User Zoom Technologies, Inc.

1801 Broadway, Suite 720, Denver, CO, 80202

Software

First Lien Debt

S + 5.75%

7.87%

4/1/2029

38,689

37,953

38,480

Omni Logistics

921 W Bethel Rd, Building 200, Suite 201, Coppell, TX 75019

Air Freight & Logistics

Second Lien Debt

S + 9.00%

12.69%

12/30/2027

4,500

4,370

4,316

PAI Holdco, Inc.

3 Dakota Drive, Suite 110, New Hyde Park, NY 11042

Auto Components

Second Lien Debt

L + 7.50% (incl. 2.00% PIK)

10.31%

10/28/2028

25,898

25,290

23,961

Infinite Bidco, LLC

17792 Fitch, Irvine, California 92614

Electronic Equipment,
Instruments &
Components

Second Lien Debt

L + 7.00%

10.67%

3/2/2029

17,000

16,937

16,703

Infinite Bidco, LLC

17792 Fitch, Irvine, California 92614

Electronic Equipment,
Instruments &
Components

Second Lien Debt

L + 7.00%

10.67%

3/2/2029

—

(149)

QBS Parent, Inc.

4550 Post Oak Place Dr #202 Houston, TX 77027

Energy Equipment & Services

Second Lien Debt

L + 8.50%

12.17%

9/21/2026

15,000

14,799

13,788

Heartland Veterinary Partners, LLC

10 South LaSalle Street, Suite 2120, Chicago, IL 60603

Health Care Providers & Services

Second Lien Debt

L + 8.00%

10.94%

12/10/2027

3,960

3,890

3,662

Heartland Veterinary Partners, LLC

10 South LaSalle Street, Suite 2120, Chicago, IL 60603

Health Care Providers & Services

Second Lien Debt

L + 8.00%

10.94%

12/10/2027

1,452

1,425

1,336

Aptean, Inc.

4325 Alexander Dr #100, Alpharetta, GA 30022

Industrial Conglomerates

Second Lien Debt

L + 7.00%

10.07%

4/23/2027

5,950

5,804

Help/Systems Holdings, Inc.

6455 City West Parkway, Eden Prairie, MN 55344

IT Services

Second Lien Debt

S + 6.75%

9.88%

11/19/2027

17,500

16,756

Idera, Inc.

Brookhollow Central III, 2950 North Loop Freeway West, Suite 700, Houston, TX 77092

IT Services

Second Lien Debt

L + 6.75%

9.32%

3/2/2029

3,887

3,862

3,692

Red Dawn SEI Buyer, Inc.

3854 Broadmoor Avenue SE, Grand Rapids, MI 49512

IT Services

Second Lien Debt

L + 8.50%

12.67%

11/20/2026

19,000

18,635

18,040

Flexera Software, LLC

300 Park Blvd, Suite 500, Itasca, IL 6014

Software

Second Lien Debt

L + 7.00%

9.64%

3/3/2029

13,500

13,270

12,752

Matrix Parent, Inc.

20813 Stevens Creek Boulevard, Suite 200, Cupertino, CA 95014

Software

Second Lien Debt

S + 8.00%

11.10%

3/1/2030

10,667

10,489

9,897

Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)

3041 Churchill Dr. Ste 100,, Flower Mound, TX, 75022-2733

Food Products

Unsecured Debt

16.25%

6/18/2026

1,800

1,777

498

153

TABLE OF CONTENTS

Investments-non-controlled/ non-affiliated	Address	Industry	Type of Investment	Reference Rate and Spread	Interest Rate	Maturity Date	% of Class		Par Amount/ Shares		Cost		Fair Value
Diligent Corporation	111 West 33rd St., 16th Floor, New York, NY 10120	Software	Preferred Equity	10.50%						5,000		5,399		4,879
FORTIS Solutions Group, LLC	2505 Hawkeye Court, Virginia Beach, VA 23452	Containers & Packaging	Preferred Equity	12.25%						1,000,000		975		1,013
Integrity Marketing Acquisition, LLC	9111 Cypress Waters Boulevard, Suite 450, Dallas, TX 75019	Insurance Services	Preferred Equity	10.50%						3,250,000		3,279		3,478
Knockout Intermediate Holdings I, Inc.	701 Brickell Avenue Suite 400, Miami, FL, 33131	Software	Preferred Equity	11.75%						2,790		2,720		2,938
Revalize, Inc.	8800 W Baymeadows Way #500, Jacksonville, FL 32256	Software	Preferred Equity	11.75%						1,500		1,518		1,573
Riskonnect Parent, LLC	1701 Barrett Lakes Blvd., Suite 500 Kennesaw, GA 30144	Software	Preferred Equity	S + 10.50%						1,012,200		992		992
Skykick, Inc.	200 W Thomas St #400, Seattle, WA 98119	Software	Preferred Equity							134,101		1,275		1,020
Abacus Data Holdings, Inc. (AbacusNext)	4850 Eastgate Mall, San Diego, CA, 92121	Professional Services	Common Equity					1.10%		29,441		2,944		2,291
Amerilife Holdings, LLC	2650 McCormick Drive Suite 300L, Clearwater, FL 33759	Insurance Services	Common Equity					0.00%		873		24		24
BP Purchaser, LLC	B O X Partners, LLC, 2650 Galvin Drive, Elgin, IL 60124	Containers & Packaging	Common Equity					0.31%		1,233,333		1,234		1,517
CSC Thrive Holdings, LP (Thrive Networks)	25 Forbes Boulevard, Suite 3, Foxborough, MA 02035	IT Services	Common Equity					0.18%		160,016		411		563
Encore Holdings, LLC	70 Bacon Street, Pawtucket, RI 02860	Commercial Services & Supplies	Common Equity					0.14%		2,391		275		390
GSM Equity Investors, LP (GSM Outdoors)	5250 Frye Road,Irving, TX, Dallas County	Leisure Products	Common Equity					0.17%		4,500		450		917
Help/Systems Holdings, Inc.	6455 City West Parkway, Eden Prairie, MN 55344	IT Services								—		12,460		15,221
LUV Car Wash	2218 E Williams Field Road, Suite 225, Gilbert, AZ	Diversified Consumer Services	Common Equity					0.05%		97		97		97
mPulse Mobile, Inc.	16530 Ventura Blvd, Suite 500, Encino, CA 91436	Health Care Providers & Services	Common Equity					0.53%		165,761		1,220		1,220
PCX Holding Corp.	300 Fenn Rd, Newington, CT 06111	Aerospace & Defense	Common Equity					0.54%		6,538		654		811
Pet Holdings, Inc. (Brightpet)	38281 Industrial Park Road, Lisbon, OH 44432	Food Products	Common Equity					1.54%		12,313		1,231		1,009
Pritchard Industries, Inc.	150 E 42nd St, New York, NY 10017	Real Estate Management & Development	Common Equity					0.74%		1,700,000		1,700		2,142

154

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Jonathan Acquisition Company

Irvine Technology Center, 250 Commerce Suite 100, Irvine, CA 92602

Aerospace & Defense

First Lien Debt

L + 5.00%

7.25%

12/22/2026

2,725

2,662

2,685

PCX Holding Corp.

300 Fenn Rd, Newington, CT 06111

Aerospace & Defense

First Lien Debt

L + 6.25%

8.50%

4/22/2027

18,325

18,172

17,866

PCX Holding Corp.

300 Fenn Rd, Newington, CT 06111

Aerospace & Defense

First Lien Debt

L + 6.25%

8.50%

4/22/2027

9,195

8,992

8,734

PCX Holding Corp.

300 Fenn Rd, Newington, CT 06111

Aerospace & Defense

First Lien Debt

L + 6.25%

8.50%

4/22/2027

247

232

201

Two Six Labs, LLC

901 N Stuart St, Arlington, VA 22203

Aerospace & Defense

First Lien Debt

L + 5.50%

6.25%

8/20/2027

11,014

10,820

10,753

Two Six Labs, LLC

901 N Stuart St, Arlington, VA 22203

Aerospace & Defense

First Lien Debt

L + 5.50%

6.25%

8/20/2027

2,129

2,072

2,028

Two Six Labs, LLC

901 N Stuart St, Arlington, VA 22203

Aerospace & Defense

First Lien Debt

L + 5.50%

6.25%

8/20/2027

—

(37)

(51)

Omni Intermediate Holdings, LLC

921 W Bethel Rd, Building 200, Suite 201, Coppell, TX 75019

Air Freight & Logistics

First Lien Debt

L + 5.00%

7.10%

12/30/2026

532

516

501

Omni Intermediate Holdings, LLC

921 W Bethel Rd, Building 200, Suite 201, Coppell, TX 75019

Air Freight & Logistics

First Lien Debt

L + 5.00%

7.10%

12/30/2025

—

(11)

(21)

Omni Intermediate Holdings, LLC

921 W Bethel Rd, Building 200, Suite 201, Coppell, TX 75019

Air Freight & Logistics

First Lien Debt

L + 5.00%

7.10%

12/30/2026

12,198

12,078

11,954

CC SAG Holdings Corp.
(Spectrum Automotive)

302 Bridges Rd Suite 240, Fairfield, NJ 07004

Auto Components

First Lien Debt

L + 5.75%

8.00%

6/29/2028

23,770

23,455

22,613

CC SAG Holdings Corp.
(Spectrum Automotive)

302 Bridges Rd Suite 240, Fairfield, NJ 07004

Auto Components

First Lien Debt

L + 5.75%

8.00%

6/29/2028

3,312

3,245

2,990

CC SAG Holdings Corp.
(Spectrum Automotive)

302 Bridges Rd Suite 240, Fairfield, NJ 07004

Auto Components

First Lien Debt

L + 5.75%

8.00%

6/29/2027

—

(11)

(43)

Continental Battery Company

Corporate Headquarters, 8585 N Stemmons Frwy., Floor 6, Dallas, TX 75247

Auto Components

First Lien Debt

L + 6.75%

9.00%

1/20/2027

6,219

6,103

5,971

Sonny’s Enterprises, LLC

5605 Hiatus Road Tamarac, FL 33321

Auto Components

First Lien Debt

L + 5.50%

7.96%

8/5/2026

12,427

12,219

11,945

Sonny’s Enterprises, LLC

5605 Hiatus Road Tamarac, FL 33321

Auto Components

First Lien Debt

L + 5.50%

7.96%

8/5/2026

14,375

13,789

12,993

ARI Network Services, Inc.

26600 SW Parkway Avenue, Suite 400, Wilsonville, OR 97070

Automobiles

First Lien Debt

S + 5.50%

6.88%

2/28/2025

20,823

20,510

20,359

ARI Network Services, Inc.

26600 SW Parkway Avenue, Suite 400, Wilsonville, OR 97070

Automobiles

First Lien Debt

S + 5.50%

6.88%

2/28/2025

3,649

3,594

3,567

ARI Network Services, Inc.

26600 SW Parkway Avenue, Suite 400, Wilsonville, OR 97070

Automobiles

First Lien Debt

S + 5.50%

6.88%

2/28/2025

424

380

357

Summit Buyer, LLC

7475 Roswell Rd, Sandy Springs, GA 30328

Automobiles

First Lien Debt

L + 5.25%

8.13%

1/14/2026

22,232

21,860

21,465

Summit Buyer, LLC

7475 Roswell Rd, Sandy Springs, GA 30328

Automobiles

First Lien Debt

L + 5.25%

8.13%

1/14/2026

21,112

20,676

19,993

Summit Buyer, LLC

7475 Roswell Rd, Sandy Springs, GA 30328

Automobiles

First Lien Debt

L + 5.25%

8.13%

1/14/2026

—

(38)

(84)

156

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Turbo Buyer, Inc.

25541 Commercentre Drive, Suite 100, Lake Forest CA 92630

Automobiles

First Lien Debt

L + 6.00%

8.88%

12/2/2025

38,133

37,531

36,909

Turbo Buyer, Inc.

25541 Commercentre Drive, Suite 100, Lake Forest CA 92630

Automobiles

First Lien Debt

L + 6.00%

8.88%

12/2/2025

38,316

37,590

37,085

GraphPad Software, LLC

2365 Northside Dr., Suite 560, San Diego, CA 92108

Biotechnology

First Lien Debt

L + 5.50%

7.04%

4/27/2027

15,035

14,907

14,532

GraphPad Software, LLC

2365 Northside Dr., Suite 560, San Diego, CA 92108

Biotechnology

First Lien Debt

L + 5.50%

7.04%

4/27/2027

—

(14)

(58)

Tank Holding Corp.

4365 Steiner Street, St. Bonifacius, MN, 55375

Chemicals

First Lien Debt

S + 6.00%

7.63%

3/31/2028

14,200

13,925

Tank Holding Corp.

4365 Steiner Street, St. Bonifacius, MN, 55375

Chemicals

First Lien Debt

S + 6.00%

7.63%

3/31/2028

333

318

V Global Holdings, LLC

201 North Illinois Street, Suite 1800, Indianapolis, IN 46204

Chemicals

First Lien Debt

L + 5.75%

6.91%

12/22/2027

4,928

4,832

V Global Holdings, LLC

201 North Illinois Street, Suite 1800, Indianapolis, IN 46204

Chemicals

First Lien Debt

L + 5.75%

6.91%

12/22/2025

101

365 Retail Markets, LLC

1743 Maplelawn Drive, Troy, MI, Oakland County

Commercial Services &
Supplies

First Lien Debt

L + 4.75%

5.75%

12/23/2026

17,368

17,106

17,153

365 Retail Markets, LLC

1743 Maplelawn Drive, Troy, MI, Oakland County

Commercial Services &
Supplies

First Lien Debt

L + 4.75%

5.75%

12/23/2026

5,557

5,527

5,488

365 Retail Markets, LLC

1743 Maplelawn Drive, Troy, MI, Oakland County

Commercial Services &
Supplies

First Lien Debt

L + 4.75%

5.75%

12/23/2026

250

209

215

Encore Holdings, LLC

70 Bacon Street, Pawtucket, RI 02860

Commercial Services &
Supplies

First Lien Debt

L + 4.50%

6.73%

11/23/2028

1,859

1,829

1,818

Encore Holdings, LLC

70 Bacon Street, Pawtucket, RI 02860

Commercial Services &
Supplies

First Lien Debt

L + 4.50%

6.73%

11/23/2028

1,106

1,068

1,027

Encore Holdings, LLC

70 Bacon Street, Pawtucket, RI 02860

Commercial Services &
Supplies

First Lien Debt

L + 4.50%

6.73%

11/23/2027

—

(9)

(12)

FLS Holding, Inc.

171 17th St. NW, Suite 1050, Atlanta, GA 30363

Commercial Services &
Supplies

First Lien Debt

L + 5.25%

7.28%

12/17/2028

20,727

20,338

20,310

FLS Holding, Inc.

171 17th St. NW, Suite 1050, Atlanta, GA 30363

Commercial Services &
Supplies

First Lien Debt

L + 5.25%

7.28%

12/17/2028

—

(42)

(91)

FLS Holding, Inc.

171 17th St. NW, Suite 1050, Atlanta, GA 30363

Commercial Services &
Supplies

First Lien Debt

L + 5.25%

7.28%

12/17/2027

—

(33)

(36)

KWOR Acquisition, Inc.

9725 Windermere Blvd, Fishers, IN 46037

Commercial Services &
Supplies

First Lien Debt

L + 5.25%

6.99%

12/22/2028

5,401

5,298

5,293

KWOR Acquisition, Inc.

9725 Windermere Blvd, Fishers, IN 46037

Commercial Services &
Supplies

First Lien Debt

L + 5.25%

6.99%

12/22/2028

—

(48)

(95)

157

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

KWOR Acquisition, Inc.

9725 Windermere Blvd, Fishers, IN 46037

Commercial Services &
Supplies

First Lien Debt

P + 4.25%

9.00%

12/22/2027

MHE Intermediate Holdings, LLC

3235 Levis Commons Blvd,, Perrysburg, OH 43551

Commercial Services &
Supplies

First Lien Debt

L + 6.00%

7.29%

7/21/2027

28,534

28,038

MHE Intermediate Holdings, LLC

3235 Levis Commons Blvd,, Perrysburg, OH 43551

Commercial Services &
Supplies

First Lien Debt

L + 6.00%

7.29%

7/21/2027

3,730

3,663

MHE Intermediate Holdings, LLC

3235 Levis Commons Blvd,, Perrysburg, OH 43551

Commercial Services &
Supplies

First Lien Debt

L + 6.00%

7.29%

7/21/2027

—

(42)

PDFTron US Acquisition Corp.

500-838 West Hastings Street, Vancouver, British Columbia, Canada

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

7.00%

7/15/2027

30,569

30,112

29,508

PDFTron US Acquisition Corp.

500-838 West Hastings Street, Vancouver, British Columbia, Canada

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

7.00%

7/15/2027

9,800

9,623

9,460

PDFTron US Acquisition Corp.

500-838 West Hastings Street, Vancouver, British Columbia, Canada

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

7.00%

7/15/2026

7,700

7,576

7,433

Pritchard Industries, LLC

150 E 42nd St, New York, NY 10017

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

7.75%

10/13/2027

25,661

25,199

24,442

Pritchard Industries, LLC

150 E 42nd St, New York, NY 10017

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

7.75%

10/13/2027

2,083

2,009

1,792

Procure Acquireco, Inc. (Procure Analytics)

3101 Towercreek, Parkway, Suite 500 Atlanta, GA, Cobb County

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

8.25%

12/20/2028

3,948

3,874

3,816

Procure Acquireco, Inc. (Procure Analytics)

3101 Towercreek, Parkway, Suite 500 Atlanta, GA, Cobb County

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

8.25%

12/20/2028

—

(7)

(27)

Procure Acquireco, Inc. (Procure Analytics)

3101 Towercreek, Parkway, Suite 500 Atlanta, GA, Cobb County

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

8.25%

12/20/2028

—

(4)

(8)

QW Holding Corporation

500 N Westshore Blvd #435, Tampa, FL 33609

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

7.04%

8/31/2024

8,954

8,829

QW Holding Corporation

500 N Westshore Blvd #435, Tampa, FL 33609

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

7.04%

8/31/2024

1,024

1,001

QW Holding Corporation

500 N Westshore Blvd #435, Tampa, FL 33609

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

7.04%

8/31/2024

—

(31)

Sherlock Buyer Corp.

5000 Corporate Court, Suite 203, Holtsville, New York 11742

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

6.74%

12/8/2028

11,117

10,909

10,878

Sherlock Buyer Corp.

5000 Corporate Court, Suite 203, Holtsville, New York 11742

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

6.74%

12/8/2028

—

(30)

(69)

Sherlock Buyer Corp.

5000 Corporate Court, Suite 203, Holtsville, New York 11742

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

6.74%

12/8/2027

—

(23)

(28)

158

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Sweep Purchaser, LLC

4141 Rockside Road, Suite 100, Cleveland, OH 44131

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

8.00%

11/30/2026

8,749

8,613

Sweep Purchaser, LLC

4141 Rockside Road, Suite 100, Cleveland, OH 44131

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

8.00%

11/30/2026

5,164

5,070

5,071

Sweep Purchaser, LLC

4141 Rockside Road, Suite 100, Cleveland, OH 44131

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

8.00%

11/30/2026

473

452

Tamarack Intermediate, LLC

3207 Grey Hawk Court, Carlsbad, CA 92010

Commercial Services &
Supplies

First Lien Debt

S + 5.75%

6.94%

3/13/2028

5,500

5,394

5,244

Tamarack Intermediate, LLC

3207 Grey Hawk Court, Carlsbad, CA 92010

Commercial Services &
Supplies

First Lien Debt

S + 5.75%

6.94%

3/13/2028

—

(17)

(42)

United Flow Technologies Intermediate Holdco II, LLC

1271 Avenue of the Americas, 22nd Floor, New
York, New York 10020

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

6.99%

10/29/2027

17,057

16,748

16,520

United Flow Technologies Intermediate Holdco II, LLC

1271 Avenue of the Americas, 22nd Floor, New
York, New York 10020

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

6.99%

10/29/2027

8,627

8,455

8,316

United Flow Technologies Intermediate Holdco II, LLC

1271 Avenue of the Americas, 22nd Floor, New
York, New York 10020

Commercial Services &
Supplies

First Lien Debt

L + 5.75%

6.99%

10/29/2026

—

(52)

(95)

US Infra Svcs Buyer, LLC

9304 East Verde Grove View Scottsdale, AZ 85255

Commercial Services &
Supplies

First Lien Debt

L + 6.50%

8.32%

4/13/2026

16,905

16,675

15,492

US Infra Svcs Buyer, LLC

9304 East Verde Grove View Scottsdale, AZ 85255

Commercial Services &
Supplies

First Lien Debt

L + 6.50%

8.32%

4/13/2026

2,385

2,355

2,186

US Infra Svcs Buyer, LLC

9304 East Verde Grove View Scottsdale, AZ 85255

Commercial Services &
Supplies

First Lien Debt

L + 6.50%

8.32%

4/13/2026

2,250

2,222

2,062

Valcourt Holdings II, LLC

1300 Rike Dr, Millstone, New Jersey, 08535

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

7.75%

1/7/2027

35,253

34,692

35,059

Valcourt Holdings II, LLC

1300 Rike Dr, Millstone, New Jersey, 08535

Commercial Services &
Supplies

First Lien Debt

S + 5.50%

7.75%

1/7/2027

4,988

4,882

4,950

VRC Companies, LLC

5400 Meltech Boulevard, Suite 114,, Memphis, TN, Shelby County

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

8.38%

6/29/2027

49,088

48,452

47,050

VRC Companies, LLC

5400 Meltech Boulevard, Suite 114,, Memphis, TN, Shelby County

Commercial Services &
Supplies

First Lien Debt

L + 5.50%

8.38%

6/29/2027

4,267

4,162

3,924

VRC Companies, LLC

5400 Meltech Boulevard, Suite 114,, Memphis, TN, Shelby County

Commercial Services &
Supplies

First Lien Debt

P + 4.50%

8.38%

6/29/2027

413

392

345

KPSKY Acquisition, Inc.

9767 East Nicholas Avenue, Suite 180, Centennial, CO 80112

Construction & Engineering

First Lien Debt

L + 5.50%

7.14%

10/19/2028

34,384

33,752

33,696

KPSKY Acquisition, Inc.

9767 East Nicholas Avenue, Suite 180, Centennial, CO 80112

Construction & Engineering

First Lien Debt

P + 4.50%

9.25%

10/19/2028

3,707

3,597

3,550

159

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

BP Purchaser, LLC

B O X Partners, LLC, 2650 Galvin Drive, Elgin,
IL 60124

Containers & Packaging

First Lien Debt

L + 5.50%

7.19%

12/11/2028

17,423

17,097

16,439

Fortis Solutions Group, LLC

2505 Hawkeye Court, Virginia Beach, VA 23452

Containers & Packaging

First Lien Debt

L + 5.50%

7.75%

10/13/2028

19,320

18,965

Fortis Solutions Group, LLC

2505 Hawkeye Court, Virginia Beach, VA 23452

Containers & Packaging

First Lien Debt

L + 5.50%

7.75%

10/13/2028

5,307

5,177

Fortis Solutions Group, LLC

2505 Hawkeye Court, Virginia Beach, VA 23452

Containers & Packaging

First Lien Debt

L + 5.50%

7.75%

10/15/2028

—

(15)

Fortis Solutions Group, LLC

2505 Hawkeye Court, Virginia Beach, VA 23452

Containers & Packaging

First Lien Debt

L + 5.50%

7.75%

10/15/2027

180

132

48Forty Solutions, LLC

3650 Mansell Road, Suite 100, Alpharetta, GA 30022

Distributors

First Lien Debt

S + 6.00%

7.22%

11/30/2026

15,575

15,275

48Forty Solutions, LLC

3650 Mansell Road, Suite 100, Alpharetta, GA 30022

Distributors

First Lien Debt

S + 6.00%

7.22%

11/30/2026

—

(6)

48Forty Solutions, LLC

3650 Mansell Road, Suite 100, Alpharetta, GA 30022

Distributors

First Lien Debt

S + 6.00%

7.22%

11/30/2026

—

(52)

ABB Concise Optical Group, LLC

12301 NW 39th Street, Coral Springs, FL 33065

Distributors

First Lien Debt

L + 7.50%

8.26%

2/23/2028

18,068

17,637

17,405

ABB Concise Optical Group, LLC

12301 NW 39th Street, Coral Springs, FL 33065

Distributors

First Lien Debt

P + 6.50%

11.25%

2/23/2028

1,642

1,597

1,572

PT Intermediate Holdings III, LLC

1200 N Greenbriar Dr Ste A, Addison, IL

Distributors

First Lien Debt

L + 5.50%

7.75%

11/1/2028

28,776

28,510

28,346

PT Intermediate Holdings III, LLC

1200 N Greenbriar Dr Ste A, Addison, IL

Distributors

First Lien Debt

L + 5.50%

7.75%

11/1/2028

16,010

15,858

15,770

Heartland Home Services

4101 Sparks Drive, Suite B, Grand Rapids, MI 49546

Diversified Consumer Services

First Lien Debt

L + 7.50%

7.37%

12/15/2026

1,192

1,180

1,091

Lightspeed Solution, LLC

2500 Bee Cave Road Building One Suite 350, Austin, TX, 78746

Diversified Consumer Services

First Lien Debt

S + 6.00%

7.53%

3/1/2028

7,561

7,417

7,271

Lightspeed Solution, LLC

2500 Bee Cave Road Building One Suite 350, Austin, TX, 78746

Diversified Consumer Services

First Lien Debt

S + 6.00%

7.53%

3/1/2028

—

(23)

(93)

LUV Car Wash Group, LLC

2218 E Williams Field Road, Suite 225,
Gilbert, AZ

Diversified Consumer Services

First Lien Debt

L + 5.50%

6.50%

12/9/2026

646

637

622

Mammoth Holdings, LLC

1951 Airport Rd., Suite 250, Atlanta, GA 30341

Diversified Consumer Services

First Lien Debt

L + 6.00%

7.00%

10/16/2023

8,058

8,016

7,987

Mammoth Holdings, LLC

1951 Airport Rd., Suite 250, Atlanta, GA 30341

Diversified Consumer Services

First Lien Debt

L + 6.00%

7.00%

10/16/2023

36,151

35,955

35,829

Mammoth Holdings, LLC

1951 Airport Rd., Suite 250, Atlanta, GA 30341

Diversified Consumer Services

First Lien Debt

L + 6.00%

7.00%

10/16/2023

—

(5)

(9)

Everest Intermediate, Ltd

155 Bovet Road, Suite 600, San Mateo, CA 94402

Diversified Financial Services

First Lien Debt

S + 5.75%

7.75%

5/25/2028

—

(9)

160

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Everest Intermediate, Ltd

155 Bovet Road, Suite 600, San Mateo, CA 94402

Diversified Financial Services

First Lien Debt

S + 5.75%

7.75%

5/25/2029

3,042

2,982

SitusAMC Holdings Corporation

150 E 52nd St #4002, New York, NY 10022

Diversified Financial Services

First Lien Debt

L + 5.75%

8.00%

12/22/2027

3,591

3,558

3,455

Smarsh, Inc.

851 SW 6th Avenue, Portland, Oregon 97204

Diversified Financial Services

First Lien Debt

S + 6.50%

7.25%

2/16/2029

4,286

4,203

4,176

Smarsh, Inc.

851 SW 6th Avenue, Portland, Oregon 97204

Diversified Financial Services

First Lien Debt

S + 6.50%

7.25%

2/16/2029

—

(5)

(7)

Smarsh, Inc.

851 SW 6th Avenue, Portland, Oregon 97204

Diversified Financial Services

First Lien Debt

S + 6.50%

7.25%

2/16/2029

—

(10)

(28)

AMCP Pet Holdings, Inc. (Brightpet)

38281 Industrial Park Road, Lisbon, OH 44432

Food Products

First Lien Debt

L + 6.25%

8.50%

10/5/2026

33,655

32,877

32,927

AMCP Pet Holdings, Inc. (Brightpet)

38281 Industrial Park Road, Lisbon, OH 44432

Food Products

First Lien Debt

L + 6.25%

8.50%

10/5/2026

5,687

5,560

5,562

Nellson Nutraceutical, Inc.

5115 East La Palma Avenue, Anaheim, CA 92807

Food Products

First Lien Debt

L + 5.25%

7.94%

12/23/2023

24,541

24,304

24,386

Teasdale Foods, Inc. (Teasdale Latin Foods)

3041 Churchill Dr. Ste 100,, Flower Mound, TX, 75022-2733

Food Products

First Lien Debt

L + 6.25%; 1.00% PIK

9.88%

12/18/2025

10,757

10,600

8,873

Performance Health & Wellness

28100 Torch Parkway, Suite 700, Warrenville, IL 60555

Health Care
Equipment & Supplies

First Lien Debt

L + 6.00%

8.88%

7/12/2027

9,398

9,235

9,125

Bearcat Buyer, Inc.

6940 Columbia Gateway Drive, Suite 110, Columbia, MD 2104

Health Care Providers & Services

First Lien Debt

L + 4.75%

7.00%

7/9/2026

6,808

6,680

6,686

Bearcat Buyer, Inc.

6940 Columbia Gateway Drive, Suite 110, Columbia, MD 2104

Health Care Providers & Services

First Lien Debt

L + 4.75%

7.00%

7/9/2026

6,230

6,105

6,109

DCA Investment Holdings, LLC

6240 Lake Osprey Dr, Sarasota, Florida, 34240

Health Care Providers & Services

First Lien Debt

S + 6.00%

6.75%

4/3/2028

11,114

10,978

11,008

DCA Investment Holdings, LLC

6240 Lake Osprey Dr, Sarasota, Florida, 34240

Health Care Providers & Services

First Lien Debt

S + 6.00%

6.75%

4/3/2028

1,939

1,896

1,913

Gateway US Holdings, Inc.

109 – 230 Hanlon Creek Boulevard, Guelph, Ontario N1C 0A1, Canada

Health Care Providers & Services

First Lien Debt

S + 5.50%

8.23%

9/22/2024

754

747

Gateway US Holdings, Inc.

109 – 230 Hanlon Creek Boulevard, Guelph, Ontario N1C 0A1, Canada

Health Care Providers & Services

First Lien Debt

S + 5.50%

8.23%

9/22/2024

Gateway US Holdings, Inc.

109 – 230 Hanlon Creek Boulevard, Guelph, Ontario N1C 0A1, Canada

Health Care Providers & Services

First Lien Debt

S + 5.50%

8.23%

9/22/2024

Heartland Veterinary Partners, LLC

10 South LaSalle Street, Suite 2120, Chicago, IL 60603

Health Care Providers & Services

First Lien Debt

L + 4.75%

6.19%

12/10/2026

1,875

1,859

1,841

Heartland Veterinary Partners, LLC

10 South LaSalle Street, Suite 2120, Chicago, IL 60603

Health Care Providers & Services

First Lien Debt

L + 4.75%

6.19%

12/10/2026

1,138

1,101

1,060

161

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Heartland Veterinary Partners, LLC

10 South LaSalle Street, Suite 2120, Chicago, IL 60603

Health Care Providers & Services

First Lien Debt

L + 4.75%

6.19%

12/10/2026

—

(3)

(7)

mPulse Mobile, Inc.

16530 Ventura Blvd, Suite 500, Encino, CA 91436

Health Care Providers & Services

First Lien Debt

L + 5.25%

7.28%

12/17/2027

17,500

17,176

16,968

mPulse Mobile, Inc.

16530 Ventura Blvd, Suite 500, Encino, CA 91436

Health Care Providers & Services

First Lien Debt

L + 5.25%

7.28%

12/17/2027

—

(18)

(61)

mPulse Mobile, Inc.

16530 Ventura Blvd, Suite 500, Encino, CA 91436

Health Care Providers & Services

First Lien Debt

L + 5.25%

7.28%

12/17/2027

—

(9)

(15)

Promptcare Infusion Buyer, Inc.

41 Spring Street New Providence, NJ 07974

Health Care Providers & Services

First Lien Debt

L + 6.00%

7.12%

9/1/2027

9,119

8,957

8,784

Promptcare Infusion Buyer, Inc.

41 Spring Street New Providence, NJ 07974

Health Care Providers & Services

First Lien Debt

L + 6.00%

7.12%

9/1/2027

886

845

743

Southern Veterinary Partners, LLC

800 Shades Creek Parkway Suite 625, Birmingham, AL, 35209

Health Care Providers & Services

First Lien Debt

S + 5.50%

7.70%

6/28/2027

904

886

Stepping Stones Healthcare Services,
LLC

9 Phillips Rd, Hainesport, NJ 08036

Health Care
Providers & Services

First Lien Debt

L + 5.75%

8.00%

1/2/2029

4,364

4,302

4,181

Stepping Stones Healthcare Services,
LLC

9 Phillips Rd, Hainesport, NJ 08036

Health Care
Providers & Services

First Lien Debt

L + 5.75%

8.00%

1/2/2029

—

(6)

(52)

Stepping Stones Healthcare Services,
LLC

9 Phillips Rd, Hainesport, NJ 08036

Health Care
Providers & Services

First Lien Debt

L + 5.75%

8.00%

12/30/2026

—

(9)

(26)

Suveto Buyer, LLC

1000 Texan Trail #270, Grapevine, TX 76051

Health Care Providers & Services

First Lien Debt

L + 5.00%

7.25%

9/9/2027

11,077

10,964

10,673

Suveto Buyer, LLC

1000 Texan Trail #270, Grapevine, TX 76051

Health Care Providers & Services

First Lien Debt

P + 4.00%

7.25%

9/9/2027

356

337

324

Tivity Health, Inc.

701 Cool Springs Blvd, Franklin, TN, 37067

Health Care Providers & Services

First Lien Debt

S + 6.00%

8.01%

6/28/2029

3,720

3,664

Vardiman Black Holdings, LLC

401 Church St., Ste. 1900, Nashville, TN 37219

Health Care Providers & Services

First Lien Debt

S + 8.00%

8.78%

3/18/2027

3,429

3,396

3,258

Vardiman Black Holdings, LLC

401 Church St., Ste. 1900, Nashville, TN 37219

Health Care Providers & Services

First Lien Debt

S + 8.00%

8.78%

3/18/2027

1,465

1,438

1,262

Vermont Aus Pty Ltd

Vermont Aus Pty Ltd, Level 31, 101 Collins Street, Melbourne VIC 3000

Health Care Providers & Services

First Lien Debt

S + 5.50%

7.55%

3/23/2028

8,488

8,280

Lightspeed Buyer, Inc.

16260 N 71st St #350, Scottsdale, AZ 85254

Health Care Technology

First Lien Debt

L + 5.75%

7.14%

2/3/2026

12,733

12,474

12,422

Lightspeed Buyer, Inc.

16260 N 71st St #350, Scottsdale, AZ 85254

Health Care Technology

First Lien Debt

L + 5.75%

7.14%

2/3/2026

9,281

9,040

8,956

162

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Electrical Source Holdings, LLC

2870 N Ontario St, Burbank, CA 91504-2015, US

Industrial Conglomerates

First Lien Debt

L + 5.50%

7.50%

11/25/2025

29,400

29,207

29,071

Electrical Source Holdings, LLC

2870 N Ontario St, Burbank, CA 91504-2015, US

Industrial Conglomerates

First Lien Debt

L + 5.50%

7.50%

11/25/2025

6,505

6,405

6,432

Electrical Source Holdings, LLC

2870 N Ontario St, Burbank, CA 91504-2015, US

Industrial Conglomerates

First Lien Debt

L + 5.50%

7.50%

11/25/2025

175

159

163

Foundation Risk Partners, Corp.

1540 Cornerstone Boulevard Suite 230, Daytona
Beach, FL, 32117

Insurance Services

First Lien Debt

L + 5.50%

7.75%

10/29/2028

43,182

42,585

42,552

Foundation Risk Partners, Corp.

1540 Cornerstone Boulevard Suite 230, Daytona
Beach, FL, 32117

Insurance Services

First Lien Debt

L + 5.50%

7.75%

10/29/2028

9,392

9,261

9,255

Foundation Risk Partners, Corp.

1540 Cornerstone Boulevard Suite 230, Daytona
Beach, FL, 32117

Insurance Services

First Lien Debt

L + 5.50%

7.75%

10/29/2027

—

(61)

(67)

Galway Borrower, LLC

1350 Broadway, New York, NY 10018

Insurance Services

First Lien Debt

L + 5.25%

7.50%

9/29/2028

28,422

27,922

Galway Borrower, LLC

1350 Broadway, New York, NY 10018

Insurance Services

First Lien Debt

L + 5.25%

7.50%

9/29/2028

599

532

524

Galway Borrower, LLC

1350 Broadway, New York, NY 10018

Insurance Services

First Lien Debt

L + 5.25%

7.50%

9/30/2027

677

641

Higginbotham Insurance Agency, Inc.

500 W 13th St, Fort Worth, TX 76102

Insurance Services

First Lien Debt

L + 5.50%

7.17%

11/25/2026

18,575

18,358

18,256

High Street Buyer, Inc.

333 West Grandview Parkway, Suite 201, Traverse City, MI 49684

Insurance Services

First Lien Debt

L + 6.00%

7.67%

4/14/2028

10,043

9,870

9,991

High Street Buyer, Inc.

333 West Grandview Parkway, Suite 201, Traverse City, MI 49684

Insurance Services

First Lien Debt

L + 6.00%

7.67%

4/14/2028

40,328

39,611

40,122

High Street Buyer, Inc.

333 West Grandview Parkway, Suite 201, Traverse City, MI 49684

Insurance Services

First Lien Debt

L + 6.00%

7.67%

4/16/2027

—

(34)

(11)

Integrity Marketing Acquisition, LLC

9111 Cypress Waters Boulevard, Suite 450, Dallas, TX 75019

Insurance Services

First Lien Debt

L + 5.50%

7.38%

8/27/2025

86,386

85,472

84,673

Keystone Agency Investors

2600 Commerce Drive, Harrisburg, PA 17110

Insurance Services

First Lien Debt

S + 6.00%

8.20%

5/3/2027

3,093

3,049

3,047

Keystone Agency Investors

2600 Commerce Drive, Harrisburg, PA 17110

Insurance Services

First Lien Debt

S + 6.00%

8.20%

5/3/2027

2,578

2,515

2,512

Majesco

412 Mr. Kemble Ave, Ste 110c, Morristown, NJ 07960

Insurance Services

First Lien Debt

L + 7.25%

9.51%

9/21/2027

23,540

23,026

23,213

Majesco

412 Mr. Kemble Ave, Ste 110c, Morristown, NJ 07960

Insurance Services

First Lien Debt

L + 7.25%

9.51%

9/21/2026

—

(33)

(22)

Oakbridge Insurance Agency, LLC

200 Broad Street, LaGrange, GA

Insurance Services

First Lien Debt

S + 5.75%

7.95%

12/31/2026

165

163

159

Oakbridge Insurance Agency, LLC

200 Broad Street, LaGrange, GA

Insurance Services

First Lien Debt

S + 5.75%

7.95%

12/31/2026

Oakbridge Insurance Agency, LLC

200 Broad Street, LaGrange, GA

Insurance Services

First Lien Debt

S + 5.75%

7.95%

12/31/2026

Patriot Growth Insurance Services,
LLC

501 Office Center Drive, Suite 215, Ft. Washington, PA 19034

Insurance Services

First Lien Debt

L + 5.25%

7.08%

10/16/2028

54,326

53,394

52,457

163

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Patriot Growth Insurance Services,
LLC

501 Office Center Drive, Suite 215,
Ft. Washington, PA 19034

Insurance Services

First Lien Debt

L + 5.25%

7.08%

10/16/2028

—

(150)

(309)

Patriot Growth Insurance Services,
LLC

501 Office Center Drive, Suite 215,
Ft. Washington, PA 19034

Insurance Services

First Lien Debt

L + 5.25%

7.08%

10/16/2028

—

(81)

(154)

Peter C. Foy & Associates Insurance Services, LLC

2500 West Executive Parkway Suite 200 Lehi, UT 84043

Insurance Services

First Lien Debt

L + 6.00%

7.79%

11/1/2028

18,796

18,618

18,517

Peter C. Foy & Associates Insurance Services, LLC

2500 West Executive Parkway Suite 200 Lehi, UT 84043

Insurance Services

First Lien Debt

L + 6.00%

7.79%

11/1/2028

4,967

4,904

4,859

Peter C. Foy & Associates Insurance Services, LLC

2500 West Executive Parkway Suite 200 Lehi, UT 84043

Insurance Services

First Lien Debt

L + 6.00%

7.79%

11/1/2027

—

(7)

(12)

RSC Acquisition, Inc.

160 Federal St., 4th Floor, Boston, MA 02110

Insurance Services

First Lien Debt

L + 5.50%

6.95%

10/30/2026

24,937

24,537

24,693

RSC Acquisition, Inc.

160 Federal St., 4th Floor, Boston, MA 02110

Insurance Services

First Lien Debt

L + 5.50%

6.95%

10/30/2026

3,463

3,394

3,385

World Insurance Associates, LLC

6565 Shrewsbury Ave, Suite 200, Tinton Falls, NJ 07701

Insurance Services

First Lien Debt

L + 5.75%

7.80%

4/1/2026

33,495

32,548

32,824

World Insurance Associates, LLC

6565 Shrewsbury Ave, Suite 200, Tinton Falls, NJ 07701

Insurance Services

First Lien Debt

L + 5.75%

7.80%

4/1/2026

31,328

30,599

30,701

World Insurance Associates, LLC

6565 Shrewsbury Ave, Suite 200, Tinton Falls, NJ 07701

Insurance Services

First Lien Debt

L + 5.75%

7.80%

4/1/2026

507

488

482

FMG Suite Holdings, LLC

12395 World Trade Dr., Ste 200, San Diego, CA 92128

Interactive Media & Services

First Lien Debt

L + 5.50%

6.25%

10/30/2026

22,194

21,832

21,708

FMG Suite Holdings, LLC

12395 World Trade Dr., Ste 200, San Diego, CA 92128

Interactive Media & Services

First Lien Debt

L + 5.50%

6.25%

10/30/2026

—

(83)

(115)

FMG Suite Holdings, LLC

12395 World Trade Dr., Ste 200, San Diego, CA 92128

Interactive Media & Services

First Lien Debt

L + 5.50%

6.25%

10/30/2026

—

(41)

(57)

MSM Acquisitions, Inc.

4033 Tampa Road, Suite 103, Oldsmar, FL 34677

Interactive Media & Services

First Lien Debt

L + 6.00%

7.67%

12/9/2026

31,730

31,296

30,997

MSM Acquisitions, Inc.

4033 Tampa Road, Suite 103, Oldsmar, FL 34677

Interactive Media & Services

First Lien Debt

L + 6.00%

7.67%

12/9/2026

12,800

12,520

11,963

MSM Acquisitions, Inc.

4033 Tampa Road, Suite 103, Oldsmar, FL 34677

Interactive Media & Services

First Lien Debt

P + 5.00%

7.67%

12/9/2026

1,243

1,185

1,152

Triple Lift, Inc.

1400 Lafayette St. 5th Floor, New York, NY 10003

Interactive Media & Services

First Lien Debt

L + 5.75%

6.92%

5/8/2028

27,720

27,241

26,453

Triple Lift, Inc.

1400 Lafayette St. 5th Floor, New York, NY 10003

Interactive Media & Services

First Lien Debt

L + 5.75%

6.92%

5/8/2028

1,533

1,466

1,351

Atlas Purchaser, Inc.

5 Technology Park Drive, Westford, MA 01886

IT Services

First Lien Debt

L + 5.25%

6.62%

5/8/2028

8,967

8,812

7,353

164

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Donuts, Inc.

10500 NE 8th Street, Suite 750, Bellevue, WA 98004

IT Services

First Lien Debt

L + 6.00%

7.00%

12/29/2026

18,469

18,172

18,184

Donuts, Inc.

10500 NE 8th Street, Suite 750, Bellevue, WA 98004

IT Services

First Lien Debt

S + 6.00%

7.00%

12/29/2027

6,769

6,665

Donuts, Inc.

10500 NE 8th Street, Suite 750, Bellevue, WA 98004

IT Services

First Lien Debt

S + 6.00%

7.00%

12/29/2027

—

(49)

Govbrands Intermediate, Inc.

3025 Windward Plaza, Suite 200, Alpharetta, GA, Fulton, County

IT Services

First Lien Debt

L + 5.50%

9.25%

8/4/2027

39,961

39,089

38,490

Govbrands Intermediate, Inc.

3025 Windward Plaza, Suite 200, Alpharetta, GA, Fulton, County

IT Services

First Lien Debt

L + 5.50%

9.25%

8/4/2027

8,991

8,751

8,506

Govbrands Intermediate, Inc.

3025 Windward Plaza, Suite 200, Alpharetta, GA, Fulton, County

IT Services

First Lien Debt

L + 5.50%

9.25%

8/4/2027

—

(90)

(156)

Long Term Care Group, Inc.

2000 Wade Hampton Boulevard, Greenville, SC 29615

IT Services

First Lien Debt

L + 6.00%

7.25%

9/8/2027

4,988

4,892

Recovery Point Systems, Inc.

75 West Watkins Mill Road, Gaithersburg,
MD, 20878

IT Services

First Lien Debt

L + 6.50%

7.50%

8/12/2026

41,265

40,659

41,265

Recovery Point Systems, Inc.

75 West Watkins Mill Road, Gaithersburg,
MD, 20878

IT Services

First Lien Debt

L + 6.50%

7.50%

8/12/2026

—

(55)

—

Redwood Services Group, LLC

155 Montgomery Street Suite 501,San Francisco, CA, 94104

IT Services

First Lien Debt

S + 6.00%

7.70%

6/15/2029

10,966

10,747

Redwood Services Group, LLC

155 Montgomery Street Suite 501,San Francisco, CA, 94104

IT Services

First Lien Debt

S + 6.00%

7.70%

6/15/2029

—

(26)

Syntax Systems Ltd

8000 Decarie Boulevard, Suite 300, Montreal, Quebec H4P 2S4 Canada

IT Services

First Lien Debt

L + 5.50%

7.17%

10/29/2028

35,632

35,303

33,665

Syntax Systems Ltd

8000 Decarie Boulevard, Suite 300, Montreal, Quebec H4P 2S4 Canada

IT Services

First Lien Debt

L + 5.50%

7.17%

10/29/2028

—

(85)

(516)

Syntax Systems Ltd

8000 Decarie Boulevard, Suite 300, Montreal, Quebec H4P 2S4 Canada

IT Services

First Lien Debt

L + 5.50%

7.17%

10/29/2026

2,086

2,054

1,879

Thrive Buyer, Inc. (Thrive Networks)

25 Forbes Boulevard, Suite 3, Foxborough, MA 02035

IT Services

First Lien Debt

L + 6.00%

8.25%

1/22/2027

20,666

20,330

20,633

Thrive Buyer, Inc. (Thrive Networks)

25 Forbes Boulevard, Suite 3, Foxborough, MA 02035

IT Services

First Lien Debt

L + 6.00%

8.25%

1/22/2027

16,064

15,770

16,037

Thrive Buyer, Inc. (Thrive Networks)

25 Forbes Boulevard, Suite 3, Foxborough, MA 02035

IT Services

First Lien Debt

L + 6.00%

8.25%

1/22/2027

264

232

261

Upstack Holdco, Inc.

745 Fifth Avenue, 7th Floor, New York, NY 10151

IT Services

First Lien Debt

L + 5.50%

7.71%

8/20/2027

9,786

9,570

9,717

165

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Upstack Holdco, Inc.

745 Fifth Avenue, 7th Floor, New York, NY 10151

IT Services

First Lien Debt

L + 5.50%

7.71%

8/20/2027

3,308

3,214

3,278

Upstack Holdco, Inc.

745 Fifth Avenue, 7th Floor, New York, NY 10151

IT Services

First Lien Debt

L + 5.50%

7.71%

8/20/2027

—

(21)

(6)

GSM Acquisition Corp. (GSM
Outdoors)

5250 Frye Road,Irving, TX, Dallas County

Leisure Products

First Lien Debt

S + 5.00%

7.14%

11/16/2026

17,536

17,394

17,444

GSM Acquisition Corp. (GSM
Outdoors)

5250 Frye Road,Irving, TX, Dallas County

Leisure Products

First Lien Debt

S + 5.00%

7.14%

11/16/2026

4,513

4,464

4,490

GSM Acquisition Corp. (GSM
Outdoors)

5250 Frye Road,Irving, TX, Dallas County

Leisure Products

First Lien Debt

S + 5.00%

7.14%

11/16/2026

2,948

2,904

2,926

Answer Target Holdco, LLC

4855 Broadmoor Avenue, Kentwood, MI 49512

Machinery

First Lien Debt

L + 5.75%

8.00%

12/30/2026

10,773

10,576

10,379

Answer Target Holdco, LLC

4855 Broadmoor Avenue, Kentwood, MI 49512

Machinery

First Lien Debt

L + 5.75%

8.00%

12/30/2026

—

(15)

(31)

Komline-Sanderson Group, Inc.

12 Holland Avenue, Peapack, NJ 07977

Machinery

First Lien Debt

L + 6.00%

7.18%

3/17/2026

20,978

20,797

20,773

Komline-Sanderson Group, Inc.

12 Holland Avenue, Peapack, NJ 07977

Machinery

First Lien Debt

L + 6.00%

7.18%

3/17/2026

19,166

18,930

18,896

Komline-Sanderson Group, Inc.

12 Holland Avenue, Peapack, NJ 07977

Machinery

First Lien Debt

P + 5.00%

7.18%

3/17/2026

633

598

586

AWP Group Holdings, Inc.

4244 Mount Pleasant Street Northwest, North Canton, OH 44720

Multi-Utilities

First Lien Debt

L + 4.75%

6.91%

12/22/2027

895

883

874

AWP Group Holdings, Inc.

4244 Mount Pleasant Street Northwest, North Canton, OH 44720

Multi-Utilities

First Lien Debt

L + 4.75%

6.91%

12/22/2027

132

129

126

AWP Group Holdings, Inc.

4244 Mount Pleasant Street Northwest, North Canton, OH 44720

Multi-Utilities

First Lien Debt

L + 4.75%

6.91%

12/22/2026

Ground Penetrating Radar Systems,
LLC

5217 Monroe St. Suite A Toledo, OH 43623

Multi-Utilities

First Lien Debt

S + 4.75%

6.27%

6/26/2026

10,358

10,200

10,082

Ground Penetrating Radar Systems,
LLC

5217 Monroe St. Suite A Toledo, OH 43623

Multi-Utilities

First Lien Debt

S + 4.75%

6.27%

6/26/2025

656

634

612

Vessco Midco Holdings, LLC

8217 Upland Circle Chanhassen, MN 55217

Multi-Utilities

First Lien Debt

L + 4.50%

7.38%

11/2/2026

2,722

2,701

2,693

Vessco Midco Holdings, LLC

8217 Upland Circle Chanhassen, MN 55217

Multi-Utilities

First Lien Debt

L + 4.50%

7.38%

11/2/2026

1,773

1,760

1,754

Vessco Midco Holdings, LLC

8217 Upland Circle Chanhassen, MN 55217

Multi-Utilities

First Lien Debt

P + 3.50%

8.25%

10/18/2026

Energy Labs Holdings Corp.

8850 Interchange Drive Houston, TX 77054

Oil, Gas & Consumable
Fuels

First Lien Debt

S + 5.25%

6.25%

4/7/2028

390

384

Energy Labs Holdings Corp.

8850 Interchange Drive Houston, TX 77054

Oil, Gas & Consumable
Fuels

First Lien Debt

S + 5.25%

6.25%

4/7/2028

—

(1)

Energy Labs Holdings Corp.

8850 Interchange Drive Houston, TX 77054

Oil, Gas & Consumable
Fuels

First Lien Debt

S + 5.25%

6.25%

4/7/2028

166

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Abacus Data Holdings, Inc.
(AbacusNext)

4850 Eastgate Mall, San Diego, CA, 92121

Professional Services

First Lien Debt

L + 6.25%

7.25%

3/10/2027

18,711

18,365

18,597

Abacus Data Holdings, Inc.
(AbacusNext)

4850 Eastgate Mall, San Diego, CA, 92121

Professional Services

First Lien Debt

L + 6.25%

7.25%

3/10/2027

1,960

1,929

1,939

Abacus Data Holdings, Inc.
(AbacusNext)

4850 Eastgate Mall, San Diego, CA, 92121

Professional Services

First Lien Debt

L + 6.25%

7.25%

3/10/2027

—

(26)

(9)

Bullhorn, Inc.

100 Summer Street, 17th Floor, Boston,
MA, 02110

Professional Services

First Lien Debt

L + 5.75%

8.00%

9/30/2026

13,013

12,901

12,883

Bullhorn, Inc.

100 Summer Street, 17th Floor, Boston,
MA, 02110

Professional Services

First Lien Debt

L + 5.75%

8.00%

9/30/2026

Bullhorn, Inc.

100 Summer Street, 17th Floor, Boston,
MA, 02110

Professional Services

First Lien Debt

L + 5.75%

8.00%

9/30/2026

—

(6)

Citrin Cooperman Advisors, LLC

529 Fifth Avenue, New York, NY 10017

Professional Services

First Lien Debt

L + 5.00%

6.47%

10/1/2027

20,126

19,766

Citrin Cooperman Advisors, LLC

529 Fifth Avenue, New York, NY 10017

Professional Services

First Lien Debt

L + 5.00%

6.47%

10/1/2027

8,621

8,462

Project Boost Purchaser, LLC

12735 Gran Bay Parkway West, Suite 130, Jacksonville, FL 32258-4467

Professional Services

First Lien Debt

S + 5.50%

6.90%

5/2/2029

5,428

5,375

Project Boost Purchaser, LLC

12735 Gran Bay Parkway West, Suite 130, Jacksonville, FL 32258-4467

Professional Services

First Lien Debt

S + 5.50%

6.90%

5/2/2029

—

(6)

Project Boost Purchaser, LLC

12735 Gran Bay Parkway West, Suite 130, Jacksonville, FL 32258-4467

Professional Services

First Lien Debt

S + 5.50%

6.90%

5/2/2028

—

(4)

Associations, Inc.

5401 N. Central Expressway, Suite 300,
Dallas, TX

Real Estate Management & Development

First Lien Debt

L + 4.00%; 2.50% PIK

7.50%

7/2/2027

16,055

15,920

Associations, Inc.

5401 N. Central Expressway, Suite 300,
Dallas, TX

Real Estate Management & Development

First Lien Debt

L + 4.00%; 2.50% PIK

7.50%

7/2/2027

14,086

13,895

13,907

Associations, Inc.

5401 N. Central Expressway, Suite 300,
Dallas, TX

Real Estate Management & Development

First Lien Debt

L + 4.00%; 2.50% PIK

7.50%

7/2/2027

—

(16)

MRI Software, LLC

28925 Fountain Parkway, Solon, OH 44139

Real Estate Management & Development

First Lien Debt

L + 5.50%

7.75%

2/10/2026

59,790

59,319

59,491

MRI Software, LLC

28925 Fountain Parkway, Solon, OH 44139

Real Estate Management & Development

First Lien Debt

L + 5.50%

7.75%

2/10/2026

—

(13)

(11)

167

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Zarya Intermediate, LLC

5300 Memorial Drive, Suite 300 , Houston, TX 77007

Real Estate Management & Development

First Lien Debt

L + 6.50%

7.56%

7/1/2027

24,500

24,077

24,182

Zarya Intermediate, LLC

5300 Memorial Drive, Suite 300 , Houston, TX 77007

Real Estate Management & Development

First Lien Debt

L + 6.50%

7.56%

7/1/2027

19,250

18,911

19,000

Zarya Intermediate, LLC

5300 Memorial Drive, Suite 300 , Houston, TX 77007

Real Estate Management & Development

First Lien Debt

L + 6.50%

7.56%

7/1/2027

—

(79)

(61)

Alert Media, Inc.

901 South MoPac Expressway, Building 3, Suite 500, Austin, TX 78746

Software

First Lien Debt

L + 5.00%

6.01%

4/12/2027

14,000

13,827

Alert Media, Inc.

901 South MoPac Expressway, Building 3, Suite 500, Austin, TX 78746

Software

First Lien Debt

L + 5.00%

6.01%

4/10/2026

—

(20)

Anaplan, Inc.

50 Hawthorne St, San Francisco, CA, 94105

Software

First Lien Debt

S + 6.50%

8.01%

6/21/2029

24,000

23,521

APEX Analytix

1501 Highwoods Blvd., Suite 200-A, Greensboro, NC, 27410

Software

First Lien Debt

S + 5.75%

7.95%

8/18/2026

4,131

4,048

APEX Analytix

1501 Highwoods Blvd., Suite 200-A, Greensboro, NC, 27410

Software

First Lien Debt

S + 5.75%

7.95%

6/30/2028

—

(9)

Appfire Technologies, LLC

1500 District Ave,, Burlington, MA, 01803

Software

First Lien Debt

S + 5.50%

7.70%

3/9/2027

9,507

9,469

9,365

Appfire Technologies, LLC

1500 District Ave,, Burlington, MA, 01803

Software

First Lien Debt

S + 5.50%

7.70%

3/9/2027

—

(66)

(142)

Appfire Technologies, LLC

1500 District Ave,, Burlington, MA, 01803

Software

First Lien Debt

S + 5.50%

7.70%

3/9/2027

Assembly Intermediate, LLC

9696 Culver Boulevard, Culver City, CA 90232

Software

First Lien Debt

L + 7.00%

9.88%

10/19/2027

20,741

20,365

20,307

Assembly Intermediate, LLC

9696 Culver Boulevard, Culver City, CA 90232

Software

First Lien Debt

L + 7.00%

9.88%

10/19/2027

1,244

1,187

1,136

Assembly Intermediate, LLC

9696 Culver Boulevard, Culver City, CA 90232

Software

First Lien Debt

L + 7.00%

9.88%

10/19/2027

415

378

371

Bottomline Technologies, Inc.

325 Corporate Drive , Portsmouth, New Hampshire 03801-6808

Software

First Lien Debt

S + 5.50%

6.74%

5/14/2029

3,200

3,137

Bottomline Technologies, Inc.

325 Corporate Drive , Portsmouth, New Hampshire 03801-6808

Software

First Lien Debt

S + 5.50%

6.74%

5/15/2028

—

(5)

CLEO Communications Holding,
LLC

4949 Harrison Ave. Suite #200 Rockford, IL 61108

Software

First Lien Debt

L + 6.75%

8.19%

6/9/2027

39,998

39,656

38,858

CLEO Communications Holding,
LLC

4949 Harrison Ave. Suite #200 Rockford, IL 61108

Software

First Lien Debt

L + 6.75%

8.19%

6/9/2027

—

(103)

(356)

Cordeagle US Finco, Inc.

Exchange Tower, 2 Harbour Exchange Square,
London, E14 9GE, United Kingdom

Software

First Lien Debt

L + 6.75%

7.99%

7/30/2027

18,200

17,881

18,058

Cordeagle US Finco, Inc.

Exchange Tower, 2 Harbour Exchange Square,
London, E14 9GE, United Kingdom

Software

First Lien Debt

L + 6.75%

7.99%

7/30/2027

—

(47)

(22)

168

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Diligent Corporation

111 West 33rd St., 16th Floor, New York, NY 10120

Software

First Lien Debt

L + 5.75%

8.63%

8/4/2025

27,650

27,446

27,194

Diligent Corporation

111 West 33rd St., 16th Floor, New York, NY 10120

Software

First Lien Debt

L + 5.75%

8.63%

8/4/2025

2,212

2,183

2,146

Diligent Corporation

111 West 33rd St., 16th Floor, New York, NY 10120

Software

First Lien Debt

L + 5.75%

8.63%

8/4/2025

2,250

2,218

2,176

GS AcquisitionCo, Inc.

8529 Six Forks Rd., Raleigh, NC 27615

Software

First Lien Debt

L + 5.75%

7.30%

5/22/2026

74,188

73,639

73,261

GS AcquisitionCo, Inc.

8529 Six Forks Rd., Raleigh, NC 27615

Software

First Lien Debt

L + 5.75%

7.16%

5/22/2026

—

(24)

(75)

GS AcquisitionCo, Inc.

8529 Six Forks Rd., Raleigh, NC 27615

Software

First Lien Debt

L + 5.75%

7.65%

5/22/2026

605

583

575

Gurobi Optimization, LLC

9450 Southwest Gemini Drive, #90729, Beaverton, OR

Software

First Lien Debt

L + 5.00%

6.67%

12/19/2023

13,158

13,093

13,156

Gurobi Optimization, LLC

9450 Southwest Gemini Drive, #90729, Beaverton, OR

Software

First Lien Debt

L + 5.00%

6.67%

12/19/2023

—

(8)

—

Kaseya, Inc.

701 Brickell Avenue Suite 400, Miami,
FL, 33131

Software

First Lien Debt

S + 5.75%

8.29%

6/25/2029

14,099

13,888

Kaseya, Inc.

701 Brickell Avenue Suite 400, Miami,
FL, 33131

Software

First Lien Debt

S + 5.75%

8.29%

5/2/2029

—

(6)

(13)

Kaseya, Inc.

701 Brickell Avenue Suite 400, Miami,
FL, 33131

Software

First Lien Debt

S + 5.75%

8.29%

5/2/2029

—

(13)

LegitScript

818 SW 3rd Ave #353, Portland, OR 97204

Software

First Lien Debt

S + 5.75%

7.26%

6/24/2029

21,667

21,234

LegitScript

818 SW 3rd Ave #353, Portland, OR 97204

Software

First Lien Debt

S + 5.75%

7.26%

6/24/2029

—

(283)

LegitScript

818 SW 3rd Ave #353, Portland, OR 97204

Software

First Lien Debt

S + 5.75%

7.26%

6/24/2028

—

(83)

Netwrix Corporation And Concept Searching, Inc.

300 Spectrum Center Drive, Suite 200 Irvine, CA 92618

Software

First Lien Debt

S + 5.00%

6.50%

6/1/2029

4,116

4,075

Netwrix Corporation And Concept Searching, Inc.

300 Spectrum Center Drive, Suite 200 Irvine, CA 92618

Software

First Lien Debt

S + 5.00%

6.50%

6/1/2029

—

(11)

Netwrix Corporation And Concept Searching, Inc.

300 Spectrum Center Drive, Suite 200 Irvine, CA 92618

Software

First Lien Debt

S + 5.00%

6.50%

6/1/2029

—

(4)

Oak Purchaser, Inc.

3520 Green Court, Suite 250, Ann Arbor, MI 48105

Software

First Lien Debt

L + 5.50%

7.55%

4/28/2028

2,792

2,764

Oak Purchaser, Inc.

3520 Green Court, Suite 250, Ann Arbor, MI 48105

Software

First Lien Debt

L + 5.50%

7.55%

4/28/2028

—

(18)

Oak Purchaser, Inc.

3520 Green Court, Suite 250, Ann Arbor, MI 48105

Software

First Lien Debt

L + 5.50%

7.55%

4/28/2028

—

(4)

169

TABLE OF CONTENTS

Investments-non-controlled/
non-affiliated

Address

Industry

Type of
Investment

Reference
Rate and Spread

Interest
Rate

Maturity
Date

% of
Class

Par
Amount/
Shares

Cost

Fair Value

Pound Bidco, Inc.

350 Burnhamthorpe Road West Suite 1000, Mississauga, ON, L5B 3J1, Canada

Software

First Lien Debt

L + 6.50%

7.50%

1/30/2026

9,012

8,871

9,012

Pound Bidco, Inc.

350 Burnhamthorpe Road West Suite 1000, Mississauga, ON, L5B 3J1, Canada

Software

First Lien Debt

L + 6.50%

7.50%

1/30/2026

—

(17)

—

Project Leopard Holdings, Inc.

15211 Laguna Canyon Road, Irvine, CA 92618

Software

First Lien Debt

S + 5.25%

7.45%

6/16/2028

6,280

5,840

Revalize, Inc.

8800 W Baymeadows Way #500, Jacksonville, FL 32256

Software

First Lien Debt

L + 5.75%

8.00%

4/15/2027

19,645

19,517

18,852

Revalize, Inc.

8800 W Baymeadows Way #500, Jacksonville, FL 32256

Software

First Lien Debt

L + 5.75%

8.00%

4/15/2027

Securonix, Inc.

5080 Spectrum Drive Suite 950 West, Addison,
TX 75001

Software

First Lien Debt

S + 6.50%

7.25%

4/5/2028

21,010

20,654

Securonix, Inc.

5080 Spectrum Drive Suite 950 West, Addison,
TX 75001

Software

First Lien Debt

S + 6.50%

7.25%

4/5/2028

—

(64)

Skykick, Inc.

200 W Thomas St #400, Seattle, WA 98119

Software

First Lien Debt

L + 7.25%

8.25%

9/1/2027

6,300

6,160

6,245

Skykick, Inc.

200 W Thomas St #400, Seattle, WA 98119

Software

First Lien Debt

L + 7.25%

8.25%

9/1/2027

—

(28)

(23)

Trunk Acquisition, Inc.

3200 Rice Mine Road NE, Tuscaloosa, AL 35406

Software

First Lien Debt

L + 6.00%

8.25%

2/19/2027

9,097

9,014

8,745

Trunk Acquisition, Inc.

3200 Rice Mine Road NE, Tuscaloosa, AL 35406

Software

First Lien Debt

L + 6.00%

8.25%

2/19/2026

—

(8)

(33)

User Zoom Technologies, Inc.

1801 Broadway, Suite 720, Denver, CO, 80202

Software

First Lien Debt

S + 5.75%

6.50%

4/1/2029

38,689

37,931

Omni Logistics

921 W Bethel Rd, Building 200, Suite 201, Coppell, TX 75019

Air Freight & Logistics

Second Lien Debt

L + 9.00%

11.18%

12/30/2027

4,500

4,365

PAI Holdco, Inc.

3 Dakota Drive, Suite 110, New Hyde Park, NY 11042

Auto Components

Second Lien Debt

L + 5.50%; 2.00% PIK

8.74%

10/28/2028

25,768

25,140

24,639

Infinite Bidco, LLC

17792 Fitch, Irvine, California 92614

Electronic Equipment,
Instruments &
Components

Second Lien Debt

L + 7.00%

9.25%

3/2/2029

17,000

16,935

17,000

Infinite Bidco, LLC

17792 Fitch, Irvine, California 92614

Electronic Equipment,
Instruments &
Components

Second Lien Debt

L + 7.00%

9.25%

3/2/2029

—

QBS Parent, Inc.

4550 Post Oak Place Dr #202 Houston, TX 77027

Energy Equipment & Services

Second Lien Debt

L + 8.50%

10.17%

9/21/2026

15,000

14,789

14,067

Heartland Veterinary Partners, LLC

10 South LaSalle Street, Suite 2120, Chicago, IL 60603

Health Care Providers & Services

Second Lien Debt

L + 8.00%

9.00%

12/10/2027

3,960

3,887

3,757

Heartland Veterinary Partners, LLC

10 South LaSalle Street, Suite 2120, Chicago, IL 60603

Health Care Providers & Services

Second Lien Debt

L + 8.00%

9.00%

12/10/2027

981

963

903

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Investments-non-controlled/ non-affiliated	Address	Industry	Type of Investment	Reference Rate and Spread	Interest Rate		Maturity Date	% of Class		Par Amount/ Shares		Cost		Fair Value
Aptean, Inc.	4325 Alexander Dr #100, Alpharetta, GA 30022	Industrial Conglomerates	Second Lien Debt	L + 7.00%		8.67%	4/23/2027				5,950		5,950		5,950
Help/Systems Holdings, Inc.	6455 City West Parkway, Eden Prairie, MN 55344	IT Services	Second Lien Debt	L + 6.75%		7.56%	11/19/2027				17,500		17,500		16,669
Idera, Inc.	Brookhollow Central III, 2950 North Loop Freeway West, Suite 700, Houston, TX 77092	IT Services	Second Lien Debt	L + 6.75%		7.82%	3/2/2029				3,887		3,861		3,887
Red Dawn SEI Buyer, Inc.	3854 Broadmoor Avenue SE, Grand Rapids, MI 49512	IT Services	Second Lien Debt	L + 8.50%		10.75%	11/20/2026				19,000		18,619		18,477
Flexera Software, LLC	300 Park Blvd, Suite 500, Itasca, IL 6014	Software	Second Lien Debt	L + 7.00%		8.62%	3/3/2029				13,500		13,263		13,203
Matrix Parent, Inc.	20813 Stevens Creek Boulevard, Suite 200, Cupertino, CA 95014	Software	Second Lien Debt	S + 8.00%		9.55%	3/1/2030				10,667		10,485		10,240
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	3041 Churchill Dr. Ste 100,, Flower Mound, TX, 75022-2733	Food Products	Unsecured Debt	16.25% PIK			6/18/2026				1,800		1,777		523
Diligent Corporation	111 West 33rd St., 16th Floor, New York, NY 10120	Software	Preferred Equity	10.50% PIK							5,000		5,399		5,597
FORTIS Solutions Group, LLC	2505 Hawkeye Court, Virginia Beach, VA 23452	Containers & Packaging	Preferred Equity								1,000,000		975		980
Help/Systems Holdings, Inc.	6455 City West Parkway, Eden Prairie, MN 55344	IT Services	Preferred Equity								9,619,564		12,460		15,603
Integrity Marketing Acquisition, LLC	9111 Cypress Waters Boulevard, Suite 450, Dallas, TX 75019	Insurance Services	Preferred Equity								3,250,000		3,279		3,374
Knockout Intermediate Holdings I, Inc.	701 Brickell Avenue Suite 400, Miami, FL, 33131	Software	Preferred Equity								2,790		2,720		2,720
Revalize, Inc.	8800 W Baymeadows Way #500, Jacksonville, FL 32256	Software	Preferred Equity								1,500		1,518		1,561
Skykick, Inc.	200 W Thomas St #400, Seattle, WA 98119	Software	Preferred Equity								134,101		1,275		1,363
Abacus Data Holdings, Inc. (AbacusNext)	4850 Eastgate Mall, San Diego, CA, 92121	Professional Services	Common Equity						1.10%		29,441		2,944		2,708
BP Purchaser, LLC	B O X Partners, LLC, 2650 Galvin Drive, Elgin, IL 60124	Containers & Packaging	Common Equity						0.31%		1,233,333		1,233		1,233
CSC Thrive Holdings, LP (Thrive Networks)	25 Forbes Boulevard, Suite 3, Foxborough, MA 02035	IT Services	Common Equity						0.18%		160,016		412		758
Encore Holdings, LLC	70 Bacon Street, Pawtucket, RI 02860	Commercial Services & Supplies	Common Equity						0.14%		2,391		275		318
GSM Equity Investors, LP (GSM Outdoors)	5250 Frye Road,Irving, TX, Dallas County	Leisure Products	Common Equity						0.17%		4,500		450		1,141

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DETERMINATION OF NET ASSET VALUE

We conduct the valuation of assets at all times consistent with U.S. GAAP and the 1940 Act. Our Board of Directors, with the assistance of our Audit Committee, determines the fair value of our assets, for assets with a daily public market, and for assets with no readily available public market, on at least a quarterly basis, in accordance with the terms of ASC 820. The Board of Directors has delegated to 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. Our valuation procedures are set forth in more detail below.

preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of our Adviser’s senior management;

our Audit Committee reviews the assessments of the Valuation Designee and the independent third-party valuation firms and provide our Board of Directors with recommendations with respect to the fair value of each investment in our portfolio; and

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;

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock is based on relevant portions of the DGCL and on our Certificate of Incorporation and Bylaws. This summary is not necessarily complete, and we refer you to the DGCL and our Certificate of Incorporation and Bylaws, forms of which are incorporated by reference to the exhibits to the registration statement of which this prospectus is a part, for a more detailed description of the provisions summarized below.

Our authorized stock consists of 100,000,000 shares of Common Stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. There is currently no market for shares of our Common Stock, and we can offer no assurance that a market for shares of our Common Stock will develop in the future. There are no outstanding options or warrants to purchase shares of our Common Stock. No stock has been authorized for issuance under any equity compensation plan. Under Delaware law, our stockholders generally are not personally liable for our debts or obligations.

All shares of our Common Stock have equal rights as to earnings, assets, dividends and other distributions and voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our Common Stock if, as and when authorized by our Board of Directors and declared by us out of assets legally available therefor. Shares of our Common Stock have no preemptive, exchange, conversion or redemption rights and are freely transferable, except when their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our Common Stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our Common Stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of our Common Stock possess exclusive voting power. There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of Common Stock can elect all of our directors, and holders of less than a majority of such shares are not able to elect any directors.

Provisions of the DGCL and Our Certificate of Incorporation and Bylaws

Limitation on Liability of Directors and Officers; Indemnification and Advance of Expenses

The indemnification of our officers and directors is governed by Section 145 of the DGCL, our certificate of incorporation and bylaws. Section 145(a) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if (1) such person acted in good faith, (2) in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and (3) with respect to any criminal action or proceeding, such person had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation, and except that no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the Delaware

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Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.

Section 145 of the DGCL further provides that to the extent that a present or former director or officer is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with such action, suit or proceeding. In all cases in which indemnification is permitted under subsections (a) and (b) of Section 145 (unless ordered by a court), it will be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the applicable standard of conduct has been met by the party to be indemnified. Such determination must be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (4) by the stockholders. The statute authorizes the corporation to pay expenses incurred by an officer or director in advance of the final disposition of a proceeding upon receipt of an undertaking by or on behalf of the person to whom the advance will be made, to repay the advances if it is ultimately determined that he or she was not entitled to indemnification. Section 145 of the DGCL also provides that indemnification and advancement of expenses permitted under such Section are not to be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. Section 145 of the DGCL also authorizes the corporation to purchase and maintain liability insurance on behalf of its directors, officers, employees and agents regardless of whether the corporation would have the statutory power to indemnify such persons against the liabilities insured.

Our certificate of incorporation provides that our directors will not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the current DGCL or as the DGCL may be amended. Section 102(b)(7) of the DGCL provides that the personal liability of a director to a corporation or its stockholders for breach of fiduciary duty as a director may be eliminated except for liability (1) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, relating to unlawful payment of dividends or unlawful stock purchases or redemption of stock or (4) for any transaction from which the director derives an improper personal benefit.

Our bylaws provide for the indemnification of any person to the full extent permitted, and in the manner provided, by the current DGCL or as the DGCL may be amended. In addition, we have entered into indemnification agreements with each of our directors in order to effect the foregoing except to the extent that such indemnification would exceed the limitations on indemnification under section 17(h) of the 1940 Act.

As a BDC, we are not permitted to and will not indemnify our Adviser, any of our executive officers and directors, or any other person against liability arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office, or by reason of reckless disregard of obligations and duties of such person arising under contract or agreement.

Election of Directors

Our bylaws provide that the affirmative vote of a majority of the total votes cast “for” or “against” a nominee for director at a duly called meeting of stockholders at which a quorum is present is required to elect a director in an uncontested election. In a contested election, directors are elected by a plurality of the votes cast at a meeting of stockholders duly called and at which is a quorum is present. Under our bylaws, our Board of Directors may amend the bylaws to alter the vote required to elect directors.

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Classified Board of Directors

Our Board of Directors is divided into three classes of directors serving staggered three-year terms, with the term of office of only one of the three classes expiring each year. At each annual meeting of stockholders, directors of the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the third succeeding annual meeting of stockholders following the meeting at which they were elected and until their successors are duly elected and qualified. A classified Board of Directors may render a change in control of us or removal of our incumbent management more difficult. We believe, however, that the longer time required to elect a majority of a classified Board of Directors helps to ensure the continuity and stability of our management and policies.

Number of Directors; Removal; Vacancies

Our certificate of incorporation and bylaws provide that the number of directors will be set only by the Board of Directors. Our bylaws provide that a majority of our entire Board of Directors may at any time increase or decrease the number of directors. However, unless our bylaws are amended, the number of directors may never be less than the minimum number required by the DGCL. Under the DGCL, unless the certificate of incorporation provides otherwise (which our certificate of incorporation does not), directors on a classified board such as our Board of Directors may be removed only for cause. Under our certificate of incorporation and bylaws, any vacancy on the Board of Directors, including a vacancy resulting from an enlargement of the Board of Directors, may be filled only by vote of a majority of the directors then in office. The limitations on the ability of our stockholders to remove directors and fill vacancies could make it more difficult for a third-party to acquire, or discourage a third-party from seeking to acquire, control of us.

Action by Stockholders

Our certificate of incorporation provides that stockholder action can be taken only at an annual or special meeting of stockholders or by unanimous written consent in lieu of a meeting. This may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals

Our bylaws provide that with respect to an annual meeting of stockholders, nominations of persons for election to the Board of Directors and the proposal of business to be considered by stockholders may be made only (1) by or at the direction of the Board of Directors, (2) pursuant to our notice of meeting or (3) by a stockholder who was a stockholder of record at the time of provision of notice, at the record date and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the advance notice procedures of the bylaws. With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of persons for election to the Board of Directors at a special meeting may be made only (1) by or at the direction of the Board of Directors or (2) provided that the special meeting has been called in accordance with our bylaws for the purposes of electing directors, by a stockholder who was a stockholder of record at the time of provision of notice, at the record date and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the advance notice provisions of the bylaws.

The purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our Board of Directors a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our Board of Directors, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give our Board of Directors any power to disapprove stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.

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Calling of Special Meetings of Stockholders

Our bylaws provide that special meetings of stockholders may be called by our Board of Directors and certain of our officers. Additionally, our bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the stockholders requesting the meeting, a special meeting of stockholders will be called by the secretary of the corporation upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.

Delaware Anti-Takeover Law

The DGCL contains provisions that could make it more difficult for a potential acquirer to acquire us by means of a tender offer, proxy contest or otherwise. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our Board of Directors. These measures may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders. We believe, however, that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because the negotiation of such proposals may improve their terms.

We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, these provisions prohibit a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

•

prior to such time, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

•

at or subsequent to such time, the business combination is approved by the board of directors and authorized at a meeting of stockholders, by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 of the DGCL defines “business combination” to include the following:

•

any merger or consolidation involving the corporation and the interested stockholder;

•

any sale, transfer, pledge or other disposition (in one transaction or a series of transactions) of 10% or more of either the aggregate market value of all the assets of the corporation or the aggregate market value of all the outstanding stock of the corporation involving the interested stockholder;

•

subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation owned by the interested stockholder; or

•

the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 of the DGCL defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any of these entities or persons.

The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.

Our Board of Directors may choose to adopt a resolution exempting from Section 203 of the DGCL any business combination between us and any other person, subject to prior approval of such business combination by our Board of Directors, including approval by a majority of our independent directors.

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Conflict with 1940 Act

Our bylaws provide that, if and to the extent that any provision of the DGCL or any provision of our certificate of incorporation or bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.

Exclusive Forum

Our certificate of incorporation and bylaws provide that, to the fullest extent permitted by law, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or bylaws or the securities, antifraud, unfair trade practices or similar laws of any international, national, state, provincial, territorial, local or other governmental or regulatory authority, including, in each case, the applicable rules and regulations promulgated thereunder, or (4) any action asserting a claim governed by the internal affairs doctrine will be a federal or state court located in the state of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of our Common Stock will be deemed, to the fullest extent permitted by law, to have notice of and consented to these exclusive forum provisions and to have irrevocably submitted to, and waived any objection to, the exclusive jurisdiction of such courts in connection with any such action or proceeding and consented to process being served in any such action or proceeding, without limitation, by U.S. mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Company, with postage thereon prepaid. Our certificate of incorporation includes this provision so that we can respond to litigation more efficiently, reduce the costs associated with our responses to such litigation, particularly litigation that might otherwise be brought in multiple forums, and make it less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us into otherwise unjustified settlements. However, this exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that such stockholder believes is favorable for disputes with us or our directors, officers or other employees, if any, and may discourage lawsuits against us and our directors, officers or other employees, if any. Alternatively, if a court were to find such provision inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, shares of our Common Stock will be outstanding, assuming no exercise of the underwriters’ option to purchase additional shares. The shares of Common Stock sold in the offering (assuming no exercise of the underwriters’ option to purchase additional shares) will be freely tradable without restriction or limitation under the Securities Act. Any shares of Common Stock purchased in this offering by our affiliates, as defined in the Securities Act, will be subject to the public information, manner of sale and volume limitations of Rule 144 under the Securities Act. The shares of our Common Stock that were issued prior to the completion of this offering will be “restricted securities” under the meaning of Rule 144 promulgated under the Securities Act and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including exemptions contained in Rule 144.

In general, under Rule 144 as currently in effect, if six months have elapsed since the date of acquisition of restricted securities from us or any of our affiliates and we are subject to the Exchange Act periodic reporting requirements for at least three months prior to the sale, the holder of such restricted securities can sell such securities. However, the number of securities sold by a holder that is an affiliate within any three-month period cannot exceed the greater of:

•

1% of the total number of securities then outstanding; or

•

the average weekly trading volume of our securities during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales under Rule 144 by our affiliates also are subject to certain manner of sale limitations, notice requirements and the availability of current public information about us. No assurance can be given as to (a) the likelihood that an active market for our Common Stock will develop, (b) the liquidity of any such market, (c) the ability of our stockholders to sell our securities or (d) the prices that stockholders may obtain for any of our securities. No prediction can be made as to the effect, if any, that future sales of securities, or the availability of securities for future sales, will have on the market price prevailing from time to time. Sales of substantial amounts of our securities, or the perception that such sales could occur, may affect adversely prevailing market prices of our Common Stock. Immediately upon the expiration of both lock-up periods described below, an aggregate of shares of Common Stock subject to the lock-up will be eligible for sale in the public market in accordance with Rule 144.

Stockholders that purchased our shares of Common Stock prior to this offering are not permitted to transfer their shares without our and our Adviser’s prior written consent until such date that is [•] days after the consummation of this offering.

Additionally, we, our Adviser, all our directors and officers and the holders of all of our outstanding stock and stock options prior to this offering have agreed not to sell or transfer any Common Stock or securities convertible into, exchangeable for, exercisable for or repayable with Common Stock, for [•] days after the date of this prospectus without first obtaining the written consent of the representatives, subject to certain exceptions. See “Underwriting — No Sales of Similar Securities.”

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DIVIDEND REINVESTMENT PLAN

We have adopted an “opt in” DRIP pursuant to which, if our Board of Directors authorizes, and we declare, a cash dividend or distribution, our stockholders may elect to “opt in” to our DRIP and have their cash dividends or distributions automatically reinvested in additional shares of our Common Stock, rather than receiving cash. Stockholders who do not make such an election will receive their distributions in cash.

A registered stockholder may elect to “opt in” to the DRIP 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. The plan administrator will set up an account for each stockholder to acquire shares of Common Stock in non-certificated form through the plan if such stockholders have elected to receive their distributions in shares of Common Stock. Those stockholders who hold shares of Common Stock through a broker or other financial intermediary may opt in to receive distributions in shares of Common Stock by notifying their broker or other financial intermediary of their election.

Our Board of Directors reserves the right, subject to the provisions of the 1940 Act, to either issue new shares of Common Stock or to make open market purchases of shares of Common Stock for the accounts of participants or a combination of each. The number of shares of Common Stock to be issued to a participant is determined by dividing the total dollar amount of the distribution payable to such stockholder by the applicable price per share of Common Stock, which in the case of newly issued shares will be determined by the Board of Directors; the plan administrator shall be notified of the price per share by the Company.

There will be no brokerage or other charges to stockholders who participate in the plan. The DRIP administrator’s fees under the plan will be paid by us.

Stockholders who elect to receive distributions in the form of shares of Common Stock are generally subject to the same U.S. federal, state and local tax consequences as are stockholders who receive their distributions in cash. However, since a participating stockholder’s cash dividends would be reinvested in shares of our Common Stock, such stockholder will not receive cash with which to pay applicable taxes on reinvested dividends. A stockholder’s basis for determining gain or loss upon the sale of shares of Common Stock received in a distribution from us will generally be equal to the cash that would have been received if the stockholder had received the distribution in cash. Any shares of Common Stock received in a distribution will have a new holding period for tax purposes commencing on the day following the day on which such shares are credited to the U.S. holder’s account.

We may terminate the DRIP upon notice in writing to each participant at least 30 days prior to any record date for the payment of any distribution by us.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in shares of our Common Stock. This summary does not purport to be a complete description of the income tax considerations applicable to such an investment. For example, we have not described certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including stockholders subject to the alternative minimum tax, or the AMT, tax-exempt organizations, insurance companies, dealers in securities, traders in securities that elect to mark-to-market their securities holdings, pension plans and trusts, persons that have a functional currency (as defined in Section 985 of the Code) other than the U.S. dollar and financial institutions. This summary assumes that stockholders hold shares of our Common Stock as capital assets (within the meaning of Section 1221 of the Code). The discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as of the date of the filing of this registration statement and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the IRS, regarding any offering of our securities. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets. For purposes of this discussion, references to “dividends” are to dividends within the meaning of the U.S. federal income tax laws and associated regulations and may include amounts subject to treatment as a return of capital under section 19(a) of the 1940 Act.

A “U.S. stockholder” is a beneficial owner of shares of our Common Stock that is for U.S. federal income tax purposes:

•

a citizen or individual resident of the United States;

•

a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if either a U.S. court can exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or the trust was in existence on August 20, 1996, was treated as a U.S. person prior to that date, and has made a valid election to be treated as a U.S. person.

A “non-U.S. stockholder” is a beneficial owner of shares of our Common Stock that is not a U.S. stockholder.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds shares of Common Stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective investor that is a partner in a partnership that will hold shares of Common Stock should consult its tax advisors with respect to the purchase, ownership and disposition of shares of Common Stock.

Tax matters are very complicated and the tax consequences to an investor of an investment in shares of our Common Stock will depend on the facts of his, her or its particular situation. We encourage stockholders to consult their own tax advisors regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of U.S. federal, state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty, and the effect of any possible changes in the tax laws.

Election to Be Taxed as a RIC

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, we must distribute to our stockholders, for each taxable year, dividends of an amount at least equal to 90% of our ICTI, as defined by the Code, which is generally our net ordinary income plus the excess of realized net

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short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for dividends paid, or the Annual Distribution Requirement. Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute to our stockholders in respect of each calendar year dividends of an amount at least equal to the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of the excess (if any) of our realized capital gains over our realized capital losses, or capital gain net income (adjusted for certain ordinary losses), generally for the one-year period ending on October 31 of the calendar year and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax, or the Excise Tax Avoidance Requirement.

Taxation as a RIC

If we:

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qualify as a RIC; and

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satisfy the Annual Distribution Requirement;

then we will not be subject to U.S. federal income tax on the portion of our ICTI and net capital gain, defined as net long-term capital gains in excess of net short-term capital losses, we distribute to stockholders. As a RIC, we will be subject to U.S. federal income tax at regular corporate rates on any net income or net capital gain not distributed as dividends to our stockholders.

In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:

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qualify to be regulated as a BDC under the 1940 Act at all times during each taxable year;

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derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities, or other income derived with respect to our business of investing in such stock or securities, and net income derived from interests in “qualified publicly traded partnerships” (partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends and other permitted RIC income), or the 90% Income Test; and

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diversify our holdings so that at the end of each quarter of the taxable year:

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at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and

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no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer or of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or in the securities of one or more qualified publicly traded partnerships, or the Diversification Tests.

We may invest in partnerships, including qualified publicly traded partnerships, which may result in our being subject to state, local or foreign income, franchise or other tax liabilities.

In addition, as a RIC we are subject to ordinary income and capital gain distribution requirements under the Excise Tax Avoidance Requirement. If we do not meet the required distributions under the Excise Tax Avoidance Requirement, we will be subject to a 4% nondeductible federal excise tax on the undistributed amount, or the Excise Tax Avoidance Requirement. The failure to meet the Excise Tax Avoidance Requirement will not cause us to lose our RIC status. Although we currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Avoidance Requirement, under certain circumstances, we may choose to retain taxable income or capital gains in excess of current year distributions into the next tax year in an amount less than what would trigger payments of federal income tax under Subchapter M of the Code. We may then be required to pay a 4% excise tax on such income or capital gains.

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A RIC is limited in its ability to deduct expenses in excess of its ICTI. If our deductible expenses in a given taxable year exceed our ICTI, we may incur a net operating loss for that taxable year. However, a RIC is not permitted to carry forward net operating losses to subsequent taxable years and such net operating losses do not pass through to its stockholders. In addition, deductible expenses can be used only to offset ICTI, not net capital gain. A RIC may not use any net capital losses (that is, the excess of realized capital losses over realized capital gains) to offset its ICTI, but may carry forward such net capital losses, and use them to offset future capital gains, indefinitely. Due to these limits on deductibility of expenses and net capital losses, we may for tax purposes have aggregate taxable income for several taxable years that we are required to distribute and that is taxable to our stockholders even if such taxable income is greater than the net income we actually earn during those taxable years.

Any underwriting fees paid by us are not deductible. We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments with PIK interest or, in certain cases, with increasing interest rates or issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID accrued will be included in our ICTI for the taxable year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount. Furthermore, a portfolio company in which we hold equity or debt instruments may face financial difficulty that requires us to work out, modify, or otherwise restructure such equity or debt instruments. Any such restructuring could, depending upon the terms of the restructuring, cause us to incur unusable or nondeductible losses or recognize future non-cash taxable income. Any such transaction could also result in our receiving assets that give rise to income that is not qualifying income for purposes of the 90% Income Test.

Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income, (2) treat dividends that would otherwise be eligible for the corporate dividends-received deduction as ineligible for such treatment, (3) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (4) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (5) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (6) cause us to recognize income or gain without a corresponding receipt of cash, (7) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (8) adversely alter the characterization of certain complex financial transactions and (9) produce income that will not be qualifying income for purposes of the 90% Income Test. We intend to monitor our transactions and may make certain tax elections to mitigate the effect of these provisions and prevent our ability to be subject to tax as a RIC.

Gain or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long we held a particular warrant.

Although we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our qualification as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

Some of the income and fees that we may recognize, such as fees for providing managerial assistance, certain fees earned with respect to our investments, income recognized in a work-out or restructuring of a portfolio investment, or income recognized from an equity investment in an operating partnership, will not satisfy the 90% Income Test. In order to manage the risk that such income and fees might disqualify us as a RIC for a failure to satisfy the 90% Income Test, we may be required to recognize such income and fees indirectly through one or more entities treated as corporations for U.S. federal income tax purposes. Such

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corporations will be required to pay U.S. corporate income tax on their earnings, which ultimately will reduce our return on such income and fees.

There may be uncertainty as to the appropriate treatment of certain of our investments for U.S. federal income tax purposes. In particular, we may invest a portion of our net assets in below investment grade instruments. U.S. federal income tax rules with respect to such instruments are not entirely clear about issues such as if an instrument is treated as debt or equity, whether and to what extent we should recognize interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by us, to the extent necessary, in order to seek to ensure that we distribute sufficient income to qualify, and maintain our qualification as, a RIC and to ensure that we do not become subject to U.S. federal income or excise tax.

Income received by us from sources outside the United States may be subject to withholding and other taxes imposed by such countries, thereby reducing income available to us. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. Stockholders generally will not be entitled to claim a U.S. foreign tax credit or deduction with respect to non-U.S. taxes paid by us. We generally intend to conduct our investment activities to minimize the impact of foreign taxation, but there is no guarantee that we will be successful in this regard.

We may invest in stocks of foreign companies that are classified under the Code as passive foreign investment companies, or PFICs. In general, a foreign company is classified as a PFIC if at least 50% of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. In general, under the PFIC rules, an “excess distribution” received with respect to PFIC stock is treated as having been realized ratably over the period during which we held the PFIC stock. We will be subject to tax on the portion, if any, of the excess distribution that is allocated to our holding period in prior taxable years (and an interest factor will be added to the tax, as if the tax had actually been payable in such prior taxable years) even though we distribute the corresponding income to stockholders. Excess distributions include any gain from the sale of PFIC stock as well as certain distributions from a PFIC. All excess distributions are taxable as ordinary income.

We may be eligible to elect alternative tax treatment with respect to PFIC stock. Under such an election, we generally would be required to include in our gross income its share of the earnings of a PFIC on a current basis, regardless of whether any distributions are received from the PFIC. If this election is made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. Alternatively, we may be able to elect to mark to market our PFIC stock, resulting in any unrealized gains at year end being treated as though they were realized and reported as ordinary income. Any mark-to-market losses and any loss from an actual disposition of the PFIC’s shares would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income in prior years with respect to stock in the same PFIC.

Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC stock, as well as subject us to tax on certain income from PFIC stock, the amount that must be distributed to stockholders, and which will be taxed to stockholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC stock.

Under the Code, gains or losses attributable to fluctuations in foreign currency exchange rates that occur between the time we accrue interest income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time we actually collect such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains and losses, referred to under the Code as “section 988” gains and losses, may increase or decrease the amount of our ICTI to be distributed to stockholders as ordinary income. For example, fluctuations in exchange rates may increase the amount of income that we must distribute in order to qualify for treatment as a RIC and to

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prevent application of an excise tax on undistributed income. Alternatively, fluctuations in exchange rates may decrease or eliminate income available for distribution. If section 988 losses exceed other ICTI during a taxable year, we would not be able to make ordinary distributions, or distributions made before the losses were realized would be re-characterized as a return of capital to stockholders for U.S. federal income tax purposes, rather than as ordinary dividend income, and would reduce each stockholder’s basis in the Common Shares.

Failure to Qualify as a RIC

If we were unable to qualify for treatment as a RIC and are unable to cure the failure, for example, by disposing of certain investments quickly or raising additional capital to prevent the loss of RIC status, we would be subject to tax on all of our taxable income at regular corporate rates. The Code provides some relief from RIC disqualification due to failures to comply with the 90% Income Test and the Diversification Tests, although there may be additional taxes due in such cases. We cannot assure you that we would qualify for any such relief should we fail the 90% Income Test or the Diversification Tests.

Should failure occur, all our taxable income would be subject to tax at regular corporate rates and we would not be able to deduct our dividend distributions to stockholders. Additionally, we would no longer be required to distribute our income and gains. Distributions, including distributions of net long-term capital gain, would generally be taxable to our stockholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, certain corporate stockholders would be eligible to claim a dividends-received deduction with respect to such dividends and non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,” which is subject to reduced rates of U.S. federal income tax. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. If we fail to qualify as a RIC, we may be subject to regular corporate tax on any net built-in gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next five taxable years.

The remainder of this discussion assumes that we qualify as a RIC and have satisfied the Annual Distribution Requirement.

Our Investments — General

Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income, (2) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (3) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (4) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (5) cause us to recognize income or gain without receipt of a corresponding cash payment, (6) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (7) adversely alter the characterization of certain complex financial transactions and (8) produce income that will not be qualifying income for purposes of the 90% Income Test. We intend to monitor our transactions and may make certain tax elections to mitigate the potential adverse effect of these provisions, but there can be no assurance that we will be eligible for any such tax elections or that any adverse effects of these provisions will be mitigated.

Gain or loss recognized by us from warrants or other securities acquired by us, as well as any loss attributable to the lapse of such warrants, generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term depending on how long we held a particular warrant or security.

A portfolio company in which we invest may face financial difficulties that require us to work-out, modify or otherwise restructure our investment in the portfolio company. Any such transaction could, depending upon the specific terms of the transaction, result in unusable capital losses and future non-cash

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income. Any such transaction could also result in our receiving assets that give rise to non-qualifying income for purposes of the 90% Income Test or otherwise would not count toward satisfying the Diversification Requirements.

Our investment in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes. In that case, our yield on those securities would be decreased. Stockholders generally will not be entitled to claim a U.S. foreign tax credit or deduction with respect to non-U.S. taxes paid by us.

If we purchase shares in a PFIC, we may be subject to U.S. federal income tax on a portion of any “excess distribution” received on, or any gain from the disposition of, such shares even if we distribute such income as a taxable dividend to our stockholders. Additional charges in the nature of interest generally will be imposed on us in respect of deferred taxes arising from any such excess distribution or gain. If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, or a QEF, in lieu of the foregoing requirements, we will be required to include in income each year our proportionate share of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed by the QEF. Alternatively, we may be able to elect to mark-to-market at the end of each taxable year our shares in a PFIC; in this case, we will recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent that any such decrease does not exceed prior increases included in our income. Our ability to make either election will depend on factors beyond our control, and is subject to restrictions which may limit the availability of the benefit of these elections. Under either election, we may be required to recognize in a year income in excess of any distributions we receive from PFICs and any proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of determining whether we satisfy the Excise Tax Avoidance Requirement. See “Material U.S. Federal Income Tax Considerations — Taxation as a RIC” above.

Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time we accrue income, expenses or other liabilities denominated in a foreign currency and the time we actually collect such income or pay such expenses or liabilities are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts and the disposition of debt obligations denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.

Some of the income that we might otherwise earn, such as fees for providing managerial assistance, certain fees earned with respect to our investments, income recognized in a work-out or restructuring of a portfolio investment or income recognized from an equity investment in an operating partnership, may not satisfy the 90% Income Test. To manage the risk that such income might disqualify us as a RIC for failure to satisfy the 90% Income Test, one or more subsidiary entities treated as U.S. corporations for U.S. federal income tax purposes may be employed to earn such income and (if applicable) hold the related asset. Such subsidiary entities will be required to pay U.S. federal income tax on their earnings, which ultimately will reduce the yield to our stockholders on such fees and income.

The remainder of this discussion assumes that we qualify as a RIC for each taxable year.

Taxation of U.S. Stockholders

The following discussion only applies to U.S. stockholders. Prospective stockholders that are not U.S. stockholders should refer to “— Taxation of Non-U.S. Stockholders” below.

Distributions

Distributions by us generally are taxable to U.S. stockholders as ordinary income or capital gains. Distributions of our “investment company taxable income” (which is, generally, our net ordinary income plus net short-term capital gains in excess of net long-term capital losses) will be taxable as ordinary income to U.S. stockholders to the extent of our current or accumulated earnings and profits, whether paid in cash or reinvested in additional Shares. To the extent such distributions paid by us to non-corporate stockholders (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations and if certain holding period requirements are met, such distributions generally will

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be treated as qualified dividend income and generally eligible for a maximum U.S. federal tax rate of either 15% or 20%, depending on whether the individual stockholder’s income exceeds certain threshold amounts, and if other applicable requirements are met, such distributions generally will be eligible for the corporate dividends received deduction to the extent such dividends have been paid by a U.S. corporation. In this regard, it is anticipated that distributions paid by us will generally not be attributable to dividends and, therefore, generally will not qualify for the preferential maximum U.S. federal tax rate applicable to non-corporate stockholders as well as will not be eligible for the corporate dividends received deduction.

Certain distributions reported by us as section 163(j) interest dividends may be treated as interest income by stockholders for purposes of the tax rules applicable to interest expense limitations under Code section 163(j). Such treatment by the stockholder is generally subject to holding period requirements and other potential limitations, although the holding period requirements are generally not applicable to dividends declared by money market funds and certain other funds that declare dividends daily and pay such dividends on a monthly or more frequent basis. The amount that we are eligible to report as a Section 163(j) dividend for a tax year is generally limited to the excess of our business interest income over the sum of our (i) business interest expense and (ii) other deductions properly allocable to our business interest income.

Distributions of our net capital gains (which is generally our realized net long-term capital gains in excess of realized net short-term capital losses) properly reported by us as “capital gain dividends” will be taxable to a U.S. stockholder as long-term capital gains (currently generally at a maximum rate of either 15% or 20%, depending on whether the individual stockholder’s income exceeds certain threshold amounts) in the case of individuals, trusts or estates, regardless of the U.S. stockholder’s holding period for his, her or its shares of Common Stock and regardless of whether paid in cash or reinvested in additional shares. Distributions in excess of our earnings and profits first will reduce a U.S. stockholder’s adjusted tax basis in such stockholder’s shares and, after the adjusted basis is reduced to zero, will constitute capital gains to such U.S. stockholder. A stockholder’s basis for determining gain or loss upon the sale of Common Stock received in a distribution from us will generally be equal to the cash that would have been received if the stockholder had received the distribution in cash, unless we issue new shares that are trading at or above NAV, in which case the stockholder’s basis in the new shares of Common Stock will generally be equal to its fair market value.

Although we currently intend to distribute any net capital gains at least annually, we may in the future decide to retain some or all of our net capital gains but report the retained amount as a “deemed distribution.” In that case, among other consequences, we will pay tax on the retained amount, each U.S. stockholder will be required to include their share of the deemed distribution in income as if it had been distributed to the U.S. stockholder, and the U.S. stockholder will be entitled to claim a credit equal to their allocable share of the tax paid on the deemed distribution by us. The amount of the deemed distribution net of such tax will be added to the U.S. stockholder’s tax basis for their Shares. Since we expect to pay tax on any retained net capital gains at our regular corporate tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gains, the amount of tax that individual stockholders will be treated as having paid and for which they will receive a credit will exceed the tax they owe on the retained net capital gain. Such excess generally may be claimed as a credit against the U.S. stockholder’s other U.S. federal income tax obligations or may be refunded to the extent it exceeds a stockholder’s liability for U.S. federal income tax. A stockholder that is not subject to U.S. federal income tax or otherwise required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for the taxes we paid. In order to utilize the deemed distribution approach, we must provide written notice to our stockholders prior to the expiration of 60 days after the close of the relevant taxable year. We cannot treat any of our investment company taxable income as a “deemed distribution.”

For purposes of determining (1) whether the Annual Distribution Requirement is satisfied for any tax year and (2) the amount of capital gain dividends paid for that tax year, we may, under certain circumstances, elect to treat a dividend that is paid during the following tax year as if it had been paid during the tax year in question. If we make such an election, the U.S. stockholder will still be treated as receiving the dividend in the tax year in which the distribution is made. However, any dividend declared by us in October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month

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and actually paid during January of the following calendar year, will be treated as if it had been received by our U.S. stockholders on December 31 of the calendar year in which the dividend was declared.

If an investor purchases shares of Common Stock shortly before the record date of a distribution, the price of the shares will include the value of the distribution and the investor will be subject to tax on the distribution even though it represents a return of their investment.

A stockholder generally will recognize taxable gain or loss if the stockholder sells or otherwise disposes of their Shares. Any gain arising from such sale or disposition generally will be treated as long-term capital gain or loss if the stockholder has held their shares of Common Stock for more than one year. Otherwise, it would be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of shares of Common Stock held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares. In addition, all or a portion of any loss recognized upon a disposition of shares may be disallowed if other shares are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition. In such a case, the basis of shares of Common Stock acquired will be increased to reflect the disallowed loss.

In general, individual U.S. stockholders are subject to a maximum U.S. federal income tax rate of either 15% or 20% (depending on whether the individual U.S. stockholder’s income exceeds certain threshold amounts) on their net capital gain, i.e., the excess of realized net long-term capital gain over realized net short-term capital loss for a taxable year, including a long-term capital gain derived from an investment in shares of our Common Stock. Such rate is lower than the maximum federal income tax rate on ordinary taxable income currently payable by individuals. Corporate U.S. stockholders currently are subject to U.S. federal income tax on net capital gain at the maximum 21% rate also applied to ordinary income. Non-corporate stockholders incurring net capital losses for a tax year (i.e., net capital losses in excess of net capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each tax year; any net capital losses of a non-corporate stockholder in excess of $3,000 generally may be carried forward and used in subsequent tax years as provided in the Code. Corporate stockholders generally may not deduct any net capital losses for a tax year, but may carry back such losses for three tax years or carry forward such losses for five tax years.

We will send to each of our U.S. stockholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per share and per distribution basis, the amounts includible in such U.S. stockholder’s taxable income for such year as ordinary income and as long-term capital gain. In addition, the U.S. federal tax status of each calendar year’s distributions generally will be reported to the IRS. Distributions may also be subject to additional state, local and foreign taxes depending on a U.S. stockholder’s particular situation. Dividends distributed by us generally will not be eligible for the dividends-received deduction or the lower tax rates applicable to certain qualified dividends.

Until and unless we are treated as a “publicly offered regulated investment company” (within the meaning of Section 67 of the Code) as a result of either (1) Common Stock and our preferred stock collectively being held by at least 500 persons at all times during a taxable year or (2) Common Stock being treated as regularly traded on an established securities market for any taxable year, for purposes of computing the taxable income of U.S. stockholders that are individuals, trusts or estates, (1) our earnings will be computed without taking into account such U.S. stockholders’ allocable shares of the management and incentive fees paid to our Adviser and certain of our other expenses, (2) each such U.S. stockholder will be treated as having received or accrued a dividend from us in the amount of such U.S. stockholder’s allocable share of these fees and expenses for such taxable year, (3) each such U.S. stockholder will be treated as having paid or incurred such U.S. stockholder’s allocable share of these fees and expenses for the calendar year and (4) each such U.S. stockholder’s allocable share of these fees and expenses will be treated as miscellaneous itemized deductions by such U.S. stockholder. For taxable years beginning before 2026, miscellaneous itemized deductions generally are not deductible by a U.S. stockholder that is an individual, trust or estate. For taxable years beginning in 2026 or later, miscellaneous itemized deductions generally are deductible by a U.S. stockholder that is an individual, trust or estate only to the extent that the aggregate of such U.S. stockholder’s miscellaneous itemized deductions exceeds 2% of such U.S. stockholder’s adjusted gross income for U.S. federal income tax purposes, are not deductible for purposes of the alternative minimum tax and are subject to the overall limitation on itemized deductions under Section 68 of the Code.

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Dispositions

A U.S. stockholder generally will recognize taxable gain or loss if the U.S. stockholder sells or otherwise disposes of his, her or its shares of our Common Stock. The amount of gain or loss will be measured by the difference between such stockholder’s adjusted tax basis in the common stock sold and the amount of the proceeds received in exchange. Any gain or loss arising from such sale or disposition generally will be treated as long-term capital gain or loss if the U.S. stockholder has held his, her or its shares of our Common Stock for more than one year; otherwise, any such gain or loss will be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of shares of our Common Stock held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares. In addition, all or a portion of any loss recognized upon a disposition of shares of our Common Stock may be disallowed if other shares of our Common Stock are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition.

In general, non-corporate U.S. stockholders (including individuals) currently are subject to a maximum U.S. federal income tax rate of 20% on their net capital gain (i.e., the excess of realized net long-term capital gains over realized net short-term capital losses), including any long-term capital gain derived from an investment in shares of our Common Stock. Such rate is lower than the maximum rate on ordinary income currently payable by individuals. Corporate U.S. stockholders currently are subject to U.S. federal income tax on net capital gain at the maximum 21% rate also applied to ordinary income. Non-corporate U.S. stockholders (including individuals) with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate U.S. stockholder (including an individual) in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate U.S. stockholders generally may not deduct any net capital losses for a year, but may carry back such losses for three years or carry forward such losses for five years.

Legislation requires reporting of adjusted cost basis information for covered securities, which generally include shares of a RIC, to the Internal Revenue Service and to taxpayers. Stockholders should contact their financial intermediaries with respect to reporting of cost basis and available elections for their accounts.

Medicare Tax on Net Investment Income

A U.S. stockholder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will generally be subject to a 3.8% tax on the lesser of (i) the U.S. stockholder’s “net investment income” for a taxable year and (ii) the excess of the U.S. stockholder’s modified adjusted gross income for such taxable year over $200,000 ($250,000 in the case of joint filers). For these purposes, “net investment income” will generally include taxable distributions and deemed distributions paid with respect to stock, including our common stock, and net gain attributable to the disposition of stock, including our Common Stock (in each case, unless such stock is held in connection with certain trades or businesses), but will be reduced by any deductions properly allocable to such distributions or net gain.

Tax Shelter Reporting Regulations

Under applicable Treasury regulations, if a U.S. stockholder recognizes a loss with respect to our Common Stock of $2 million or more for a non-corporate U.S. stockholder or $10 million or more for a corporate U.S. stockholder in any single taxable year (or a greater loss over a combination of years), the U.S. stockholder must file with the IRS a disclosure statement on Form 8886. Direct U.S. stockholders of portfolio securities are in many cases excepted from this reporting requirement, but, under current guidance, U.S. stockholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to U.S. stockholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Significant monetary penalties apply to a failure to comply with this reporting requirement. States may also have a similar reporting requirement. U.S. stockholders should consult their own tax advisers to determine the applicability of these Treasury regulations in light of their individual circumstances.

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Backup Withholding

Backup withholding, currently at a rate of 24%, may be applicable to all taxable distributions to any non-corporate U.S. stockholder (1) who fails to furnish us with a correct taxpayer identification number or a certificate that such stockholder is exempt from backup withholding or (2) with respect to whom the IRS notifies us that such stockholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual’s taxpayer identification number is his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. stockholder’s U.S. federal income tax liability and may entitle such stockholder to a refund, provided that proper information is timely provided to the IRS.

If a U.S. stockholder recognizes a loss with respect to shares of our Common Stock of $2 million or more for an individual stockholder or $10 million or more for a corporate stockholder, the stockholder must file with the IRS a disclosure statement on Form 8886. Direct stockholders of portfolio securities are in many cases exempted from this reporting requirement, but under current guidance, stockholders of a RIC are not exempted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. U.S. stockholders should consult their tax advisors to determine the applicability of these regulations in light of their specific circumstances.

Taxation of Non-U.S. Stockholders

The following discussion applies only to Non-U.S. stockholders. Whether an investment in shares of our Common Stock is appropriate for a Non-U.S. stockholder will depend upon that stockholder’s particular circumstances. An investment in shares of our Common Stock by a Non-U.S. stockholder may have adverse tax consequences to such Non-U.S. stockholder. Non-U.S. stockholders should consult their own tax advisers before investing in our Common Stock.

Distributions; Dispositions

Whether an investment in shares of our Common Stock is appropriate for a non-U.S. stockholder will depend upon that person’s particular circumstances. An investment in shares of our Common Stock by a non-U.S. stockholder may have adverse tax consequences. Non-U.S. stockholders should consult their tax advisors before investing in shares of our Common Stock.

Subject to the discussion below, distributions of our “investment company taxable income” to non-U.S. stockholders (including interest income, net short-term capital gain or foreign-source dividend and interest income, which generally would be free of withholding if paid to non-U.S. stockholders directly) will be subject to withholding of U.S. federal tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent of our current and accumulated earnings and profits unless the distributions are effectively connected with a U.S. trade or business of the non-U.S. stockholder, in which case the distributions will generally be subject to U.S. federal income tax at the rates applicable to U.S. persons. In that case, we will not be required to withhold U.S. federal tax if the non-U.S. stockholder complies with applicable certification and disclosure requirements. Special certification requirements apply to a non-U.S. stockholder that is a foreign partnership or a foreign trust, and such entities are urged to consult their own tax advisors.

Certain properly reported dividends received by a non-U.S. stockholder generally are exempt from U.S. federal withholding tax when they (1) are paid in respect of our “qualified net interest income” (generally, our U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which we are at least a 10% stockholder, reduced by expenses that are allocable to such income), or (2) are paid in connection with our “qualified short-term capital gains” (generally, the excess of our net short-term capital gain over our long-term capital loss for a tax year) as well as if certain other requirements are satisfied. Nevertheless, it should be noted that in the case of shares of our Common Stock held through an intermediary, the intermediary may withhold U.S. federal income tax even if we reported a payment as an interest-related dividend or short-term capital gain dividend. Moreover, depending on the circumstances, we may report all, some or none of our potentially eligible dividends as derived from such qualified net interest income or as qualified short-term capital gains, or treat such dividends, in whole or in part, as ineligible for this exemption from withholding.

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Actual or deemed distributions of our net capital gains to a non-U.S. stockholder, and gains realized by a non-U.S. stockholder upon the sale of shares of our Common Stock, will not be subject to federal withholding tax and generally will not be subject to U.S. federal income tax unless the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the non-U.S. stockholder and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the non-U.S. stockholder in the United States or, in the case of an individual non-U.S. stockholder, the stockholder is present in the United States for 183 days or more during the year of the sale or capital gain dividend and certain other conditions are met.

If we distribute our net capital gains in the form of deemed rather than actual distributions (which we may do in the future), a non-U.S. stockholder will be entitled to a U.S. federal income tax credit or tax refund equal to the stockholder’s allocable share of the tax we pay on the capital gains deemed to have been distributed. In order to obtain the refund, the non-U.S. stockholder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return even if the non-U.S. stockholder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return. For a corporate non-U.S. stockholder, distributions (both actual and deemed), and gains realized upon the sale of shares of our Common Stock that are effectively connected with a U.S. trade or business may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided for by an applicable treaty).

A non-U.S. stockholder who is a non-resident alien individual, and who is otherwise subject to withholding of U.S. federal income tax, may be subject to information reporting and backup withholding of U.S. federal income tax on dividends unless the non-U.S. stockholder provides us or the dividend paying agent with a U.S. nonresident withholding tax certification (e.g., an IRS Form W-8BEN, IRS Form W-8BEN-E, or an acceptable substitute form) or otherwise meets documentary evidence requirements for establishing that it is a non-U.S. stockholder or otherwise establishes an exemption from backup withholding.

Withholding and Information Reporting on Foreign Financial Accounts

Under the Code and Treasury regulations, the applicable withholding agent generally will be required to withhold 30% of the dividends on our Common Stock and, 30% of the gross proceeds from a sale of our Common Stock and certain capital gain dividends paid to (i) a non-U.S. financial institution (whether such financial institution is the beneficial owner or an intermediary) unless such non-U.S. financial institution agrees to verify, report and disclose its U.S. accountholders and meets certain other specified requirements or (ii) a non-financial non-U.S. entity (whether such entity is the beneficial owner or an intermediary) unless such entity certifies that it does not have any substantial U.S. owners or provides the name, address and taxpayer identification number of each substantial U.S. owner and such entity meets certain other specified requirements. If payment of this withholding tax is made, Non-U.S. stockholders that are otherwise eligible for an exemption from, or a reduction in, withholding of U.S. federal income taxes with respect to such dividends or proceeds will be required to seek a credit or refund from the IRS to obtain the benefit of such exemption or reduction. We will not pay any additional amounts in respect of any amounts withheld.

Non-U.S. stockholders should consult their own tax advisers with respect to the U.S. federal income and withholding tax consequences, and state, local and non-U.S. tax consequences, of an investment in shares of our Common Stock.

Other Taxes

Stockholders may be subject to state, local and non-U.S. taxes applicable to their investment in shares. Stockholders are advised to consult their tax advisors with respect to the particular tax consequences to them of an investment in shares of our Common Stock.

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PORTFOLIO TRANSACTIONS AND BROKERAGE

Since we will generally acquire and dispose of investments in privately negotiated transactions, we will infrequently use brokers in the normal course of our business. Subject to policies established by our Board of Directors, our Adviser will be primarily responsible for the execution of the publicly traded securities portion of our portfolio transactions and the allocation of brokerage commissions. Our Adviser does not expect to execute transactions through any particular broker or dealer, but will seek to obtain the best net results for us, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. While our Adviser generally will seek reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, our Adviser may select a broker based partly upon brokerage or research services provided to us, our Adviser and any other accounts. Such brokerage or research services may include research reports on companies, industries and securities; economic and financial data; financial publications; computer data bases; quotation equipment and services; and research-oriented computer hardware, software and other services. In return for such services, we may pay a higher commission than other brokers would charge if our Adviser determines in good faith that such commission is reasonable in relation to the services provided.

The Investment Advisory Agreement permits our Adviser, subject to review by our Board of Directors from time to time, to purchase and sell portfolio securities to and from brokers who provide our Adviser with access to supplemental investment and market research and security and economic analyses. Such brokers may execute brokerage transactions at a higher cost to us than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Brokerage and research services furnished by firms through which we effect our securities transactions may be used by our Adviser in servicing other clients and not all of these services may be used by our Adviser in connection with the client generating the brokerage credits. The fees received under the Investment Advisory Agreement are not reduced by reason of our Adviser receiving such brokerage and research services.

We expect that our portfolio transactions will be generally effected at a net price without a broker’s commission (i.e., a dealer is dealing with us as principal and receives compensation equal to the spread between the dealer’s cost for a given security and the resale price of such security). In certain foreign countries, debt securities are traded on exchanges at fixed commission rates. The Investment Advisory Agreement provides that our Advisor, on occasions when it deems the purchase or sale of a security to be in the best interests of us as well as other customers, to aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased for us with those to be sold or purchased for other customers in order to obtain the best net price and the most favorable execution. In such event, allocation of the securities so purchased or sold, will be made by our Adviser in the manner it considers to be equitable. In some instances, this procedure may adversely affect the size and price of the position obtainable for us. We have paid no brokerage commissions during the last three fiscal years.

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UNDERWRITING

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as representatives, have severally agreed to purchase, and we have agreed to sell to them, severally, the number of shares indicated below:

Name			Number of Shares
Morgan Stanley & Co. LLC
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
Keefe, Bruyette & Woods, Inc.
Raymond James & Associates, Inc.
RBC Capital Markets, LLC
UBS Securities LLC
Total:

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of Common Stock subject to their acceptance of the shares from us. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the review of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option to purchase additional shares of Common Stock described below.

The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $ per share under the public offering price. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representative.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares of Common Stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional shares of Common Stock.

Total

Per
Share

No Exercise

Full
Exercise

Public offering price

Underwriting discounts and commissions to be paid by us:

Proceeds, before expenses, to us

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The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $ . We have agreed to reimburse the underwriters for expense relating to clearance of this offering with the Financial Industry Regulatory Authority up to $ .

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of Common Stock offered by them.

We expect the shares to be approved for listing on the New York Stock Exchange, subject to notice of issuance, under the symbol “[•]”.

We, our Adviser, all directors and officers and the holders of all of our outstanding stock and stock options prior to this offering have agreed that, without the prior written consent of the representatives on behalf of the underwriters, we and they will not, and will not publicly disclose an intention to, during the period ending [•] days after the date of this prospectus (the “restricted period”):

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock;

•

file any registration statement with the SEC relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or

•

engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale or disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of our Common Stock or other securities, in cash or otherwise.

whether any such transaction described above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of the representatives on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

The restrictions described in the immediately preceding paragraph to do not apply to:

•

the sale of shares of Common Stock to the underwriters;

•

transfers of shares of Common Stock as a bona fide gift; provided that (i) each donee or distributee shall sign and deliver a lock up agreement (ii) no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period;

•

distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the signatory of the lock-up agreement; provided that, (i) each donee or distributee enters into a lock-up agreement and (ii) no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock is required or voluntarily made during the restricted period;

•

transactions by any person other than us relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the shares of Common Stock; provided that no filing under Section 16(a) of the Exchange Act, is required or voluntarily made in connection with subsequent sales of the Common Stock or other securities acquired in such open market transactions; or

•

facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any,

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is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the restricted period.

The representatives, in their sole discretion, may release the Common Stock and other securities subject to the lock-up agreements described above in whole or in part at any time.

In order to facilitate the offering of the Common Stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Common Stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Common Stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of Common Stock in the open market to stabilize the price of the Common Stock. These activities may raise or maintain the market price of the Common Stock above independent market levels or prevent or retard a decline in the market price of the Common Stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of Common Stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to underwriters that may make Internet distributions on the same basis as other allocations.

We are under common control with Morgan Stanley, an underwriter of this offering. In addition, the other underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments. Furthermore, in the future, affiliates of the underwriters may be lenders under other credit facilities to which we are from time to time party or under credit facilities to funds or entities whose investment adviser is our Adviser or its affiliates.

Pricing of the Offering

Prior to this offering, there has been no public market for our Common Stock. The initial public offering price was determined by negotiations between us and the representative. Among the factors

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considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, including NAV, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

Selling Restrictions

Notice to Prospective Investors in Canada

This prospectus constitutes an “exempt offering document” as defined in and for the purposes of applicable Canadian securities laws. No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the shares. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this prospectus or on the merits of the shares and any representation to the contrary is an offence.

Canadian investors are advised that this prospectus has been prepared in reliance on section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”). Pursuant to section 3A.3 of NI 33-105, the company and the underwriters in the offering are exempt from the requirement to provide Canadian investors with certain conflicts of interest disclosure pertaining to “connected issuer” and/or “related issuer” relationships as would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.

Resale Restrictions

The offer and sale of the shares in Canada is being made on a private placement basis only and is exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of Shares by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the shares outside of Canada.

Representations of Purchasers

Each Canadian investor who purchases the shares will be deemed to have represented to the Company, the underwriters and to each dealer from whom a purchase confirmation is received, as applicable, that the investor is (i) purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws; (ii) an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) a “permitted client” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Taxation and Eligibility for Investment

Any discussion of taxation and related matters contained in this prospectus does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a Canadian investor when deciding to purchase the shares and, in particular, does not address any Canadian tax considerations. No representation or warranty is hereby made as to the tax consequences to a resident, or deemed resident, of Canada of an investment in the shares or with respect to the eligibility of the shares for investment by such investor under relevant Canadian federal and provincial legislation and regulations.

Rights of Action for Damages or Rescission

Securities legislation in certain of the Canadian jurisdictions provides certain purchasers of securities pursuant to an offering memorandum (such as this prospectus), including where the distribution involves an “eligible foreign security” as such term is defined in Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions and in Multilateral Instrument 45-107 Listing Representation

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and Statutory Rights of Action Disclosure Exemptions, as applicable, with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum, or other offering document that constitutes an offering memorandum, and any amendment thereto, contains a “misrepresentation” as defined under applicable Canadian securities laws. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed under, and are subject to limitations and defences under, applicable Canadian securities legislation. In addition, these remedies are in addition to and without derogation from any other right or remedy available at law to the investor.

Language of Documents

Upon receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

where no consideration is or will be given for the transfer;

where the transfer is by operation of law;

as specified in Section 276(7) of the SFA; or

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notice to Prospective Investors in Dubai International Financial Centre

This document relates to a company which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (“DFSA”).

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The DFSA has not approved this document nor has any responsibility for reviewing or verifying any document or other documents in connection with this company. Accordingly, the DFSA has not approved this document or any other associated documents nor taken any steps to verify the information set out in this document, and has no responsibility for it.

The shares have not been offered and will not be offered to any persons in the Dubai International Financial Centre except on that basis that an offer is:

an “Exempt Offer” in accordance with the Markets Rules (MKT) module of the DFSA; and

ii.

made only to persons who meet the Professional Client criteria set out in Rule 2.3.2 of the DFSA Conduct of Business Module

These documents must not, therefore, be delivered to, or relied on by, any other type of person.

The fund to which this document relates may be illiquid and/or subject to restrictions on its resale. Prospective purchasers should conduct their own due diligence on the Company.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the common shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the common shares without disclosure to investors under Chapter 6D of the Corporations Act.

The common shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring common shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this Prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in Hong Kong

The shares of common shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the common shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of common shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Morgan Stanley Direct Lending Fund

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated statements of assets and liabilities of Morgan Stanley Direct Lending Fund and subsidiaries (the “Company”), including the consolidated schedule of investments as of September 30, 2022, and the related consolidated statements of operations, changes in net assets for the three-month and nine-month periods ended September 30, 2022, and 2021, and cash flows for the nine-month periods ended September 30, 2022 and 2021, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of assets and liabilities of the Company including the consolidated schedule of investments as of December 31, 2021, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our report dated March 18, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statements of assets and liabilities as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated statements of assets and liabilities from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Deloitte & Touche LLP

New York, NY

November 8, 2022

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Morgan Stanley Direct Lending Fund

Consolidated Statements of Assets and Liabilities
(In thousands, except share and per share amounts)

	September 30, 2022 (Unaudited)			December 31, 2021 (Audited)
Assets
Non-controlled/non-affiliated Investments, at fair value (amortized cost of $2,795,033 and $2,373,435 at September 30, 2022 and December 31, 2021, respectively)		$	2,747,090		$	2,387,374
Cash			59,902			74,153
Deferred financing costs			8,467			11,587
Interest and dividend receivable from non-controlled/non-affiliated investments			18,771			11,740
Subscription receivable			—			7,850
Receivable for investments sold/repaid			44,479			301
Prepaid expenses and other assets			45			268
Total assets			2,878,754			2,493,273
Liabilities
Debt (net of unamortized debt issuance costs of $8,341 and $0 at September 30, 2022 and December 31, 2021, respectively)			1,515,307			1,249,850
Payable to affiliates (Note 3)			2,456			4,431
Financing costs payable			1,650			4,234
Dividends payable			30,714			29,691
Management fees payable			1,716			1,306
Income based incentive fees payable			7,173			5,886
Capital gains based incentive fees payable			—			2,773
Interest payable			8,480			3,281
Accrued expenses and other liabilities			4,108			3,234
Total liabilities			1,571,604			1,304,686
Commitments and Contingencies (Note 7)
Net Assets
Common stock, par value $0.001 (100,000,000 shares authorized and 65,352,831 and 56,838,027 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively)			65			57
Paid-in capital in excess of par value			1,349,545			1,172,748
Net distributable earnings (accumulated losses)			(42,460)			15,782
Total net assets		$	1,307,150		$	1,188,587
Total liabilities and net assets		$	2,878,754		$	2,493,273
Net asset value per share		$	20.00		$	20.91

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

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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, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Investment Income:
From non-controlled/non-affiliated investments:
Interest income		$	60,798		$	30,663		$	151,976		$	68,403
Payment-in-kind interest income			506			302			1,055			680
Dividend income			439			138			980			260
Other income			976			626			3,006			6,145
Total investment income			62,719			31,729			157,017			75,488
Expenses:
Interest expense and other financing expenses			18,601			6,273			42,731			13,249
Management fees			6,865			3,864			19,583			8,635
Income based incentive fees			7,173			4,119			18,517			9,965
Capital gains incentive fees			—			598			(2,441)			2,090
Professional fees			923			554			2,323			1,595
Organization and offering costs			—			—			—			42
Directors’ fees			87			84			262			249
Administrative service fees			54			54			124			158
General and other expenses			351			260			828			987
Total expenses			34,054			15,806			81,927			36,970
Expense support (Note 3)			—			1			39			98
Management fees waiver (Note 3)			(5,149)			(2,898)			(14,687)			(6,476)
Net expenses			28,905			12,909			67,279			30,592
Net investment income (loss) before taxes			33,814			18,820			89,738			44,896
Excise tax expense			—			—			—			5
Net investment income/(loss) after taxes			33,814			18,820			89,738			44,891
Realized and unrealized gain (loss) on investment transactions:
Realized gain (loss) on non-controlled/non-affiliated investments			18			126			556			120
Net unrealized appreciation (depreciation)			(24,390)			3,290			(61,869)			11,824
Net realized and unrealized gain (loss)			(24,372)			3,416			(61,313)			11,944
Net increase (decrease) in net assets resulting from operations		$	9,442		$	22,236		$	28,425		$	56,835
Per share information – basic and diluted
Net investment income (loss) per share:		$	0.53		$	0.54		$	1.49		$	1.74
Earnings per share:		$	0.15		$	0.64		$	0.47		$	2.21
Weighted average shares outstanding (Note 9):			64,102,092			34,649,255			60,169,337			25,736,110

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

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Morgan Stanley Direct Lending Fund

Consolidated Statements of Cash Flows (Unaudited)
(In thousands)

	For the Nine Months Ended
	September 30, 2022			September 30, 2021
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations		$	28,425		$	56,835
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			61,869			(11,824)
Net realized (gain) loss on investments			(556)			(120)
Net accretion of discount and amortization of premium on investments			(8,904)			(6,515)
Payment-in-kind interest and dividend capitalized			(1,451)			(578)
Amortization of deferred financing costs			2,885			2,013
Amortization of debt issuance costs and original issue discount on Unsecured Notes			898			—
Amortization of deferred offering costs			—			24
Purchases of investments and change in payable for investments purchased			(750,690)			(1,338,772)
Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid			295,824			225,139
Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments			(7,031)			(9,080)
(Increase) decrease in prepaid expenses and other assets			223			139
(Decrease) increase in payable to affiliates			(1,975)			1,507
(Decrease) increase in management fees payable			410			671
(Decrease) increase in incentive fees payable			(1,486)			4,284
(Decrease) increase in interest payable			5,199			1,517
(Decrease) increase in accrued expenses and other liabilities			874			510
Net cash provided by (used in) operating activities			(375,486)			(1,074,250)
Cash flows from financing activities:
Borrowings on debt			1,291,175			1,068,000
Repayments on debt			(1,017,500)			(355,000)
Deferred financing costs paid			(2,448)			(6,890)
Debt issuance costs paid			(9,003)			—
Dividends paid in cash			(63,526)			(23,238)
Proceeds from issuance of common stock			162,537			424,844
Offering costs paid			—			(6)
Net cash provided by (used in) financing activities			361,235			1,107,710
Net increase (decrease) in cash			(14,251)			33,460
Cash, beginning of period			74,153			11,263
Cash, end of period		$	59,902		$	44,723
Supplemental information and non-cash activities:
Excise tax paid		$	57		$	5
Interest expense paid		$	33,749		$	9,107
Reinvestment of dividend distributions during the period		$	22,118		$	8,471
Subscriptions receivable		$	—		$	7
Dividend payable		$	30,714		$	20,080
Accrued but unpaid deferred financing costs		$	—		$	1,224
Accrued but unpaid debt issuance costs		$	100		$	—

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

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
First Lien Debt
Aerospace and Defense
Jonathan Acquisition Company	(5)(7)	L + 5.00%		8.67%	12/22/2026		2,718		$	2,660		$	2,668		0.20%
Mantech International CP	(5)(8)	S + 5.75%		8.77%	09/14/2029		360			353			353		0.03
Mantech International CP	(5)(8)(14)	S + 5.75%		8.77%	09/14/2029		—			(1)			(1)		0.00
Mantech International CP	(5)(8)(14)	S + 5.75%		8.77%	09/14/2028		8			7			7		0.00
PCX Holding Corp.	(5)(6)(7)	L + 6.25%		9.92%	04/22/2027		18,278			18,133			17,865		1.37
PCX Holding Corp.	(5)(7)(14)	L + 6.25%		9.92%	04/22/2027		17,987			17,685			17,570		1.34
PCX Holding Corp.	(5)(7)(14)	L + 6.25%		9.92%	04/22/2027		555			541			514		0.04
Two Six Labs, LLC	(5)(8)	S + 5.50%		8.53%	08/20/2027		10,987			10,801			10,664		0.82
Two Six Labs, LLC	(5)(8)(14)	S + 5.50%		8.53%	08/20/2027		2,123			2,069			1,999		0.15
Two Six Labs, LLC	(5)(8)(14)	S + 5.50%		8.53%	08/20/2027		—			(35)			(63)		0.00
										52,213			51,576		3.95
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(5)(8)	S + 5.75%		9.42%	06/11/2027		14,444			14,164			14,164		1.08
Omni Intermediate Holdings, LLC	(5)(7)	S + 5.00%		8.69%	12/30/2026		12,164			12,050			11,572		0.89
Omni Intermediate Holdings, LLC	(5)(7)(14)	S + 5.00%		8.69%	12/30/2026		917			897			828		0.06
Omni Intermediate Holdings, LLC	(5)(7)(14)	S + 5.00%		8.69%	12/30/2025		—			(10)			(52)		0.00
										27,101			26,512		2.03
Auto Components
Continental Battery Company	(5)(7)	L + 6.75%		10.42%	01/20/2027		6,203			6,093			5,907		0.45
Sonny’s Enterprises, LLC	(5)(6)(7)	S + 6.75%		9.56%	08/05/2026		12,395			12,198			11,819		0.90
Sonny’s Enterprises, LLC	(5)(7)(14)	S + 6.75%		9.56%	08/05/2026		26,252			25,701			24,599		1.88
Spectrum Automotive Holdings Corp.	(5)(6)(8)	L + 5.75%		9.42%	06/29/2028		23,710			23,407			22,307		1.71
Spectrum Automotive Holdings Corp.	(5)(8)(14)	L + 5.75%		9.42%	06/29/2028		3,303			3,240			2,913		0.22
Spectrum Automotive Holdings Corp.	(5)(8)(14)	L + 5.75%		9.42%	06/29/2027		—			(11)			(52)		0.00
										70,628			67,493		5.16
Automobiles
ARI Network Services, Inc.	(5)(6)(8)	S + 5.50%		8.63%	02/28/2025		20,770			20,484			20,122		1.54
ARI Network Services, Inc.	(5)(6)(8)	S + 5.50%		8.63%	02/28/2025		3,640			3,590			3,526		0.27
ARI Network Services, Inc.	(5)(8)(14)	S + 5.50%		8.63%	02/28/2025		909			869			815		0.06
Summit Buyer, LLC	(5)(7)	L + 5.75%		9.92%	01/14/2026		22,176			21,828			21,967		1.68
Summit Buyer, LLC	(5)(7)(14)	L + 5.75%		9.92%	01/14/2026		26,391			25,932			26,086		2.00
Summit Buyer, LLC	(5)(7)(14)	L + 5.75%		9.92%	01/14/2026		—			(35)			(23)		0.00
Turbo Buyer, Inc.	(5)(7)	L + 6.00%		8.88%	12/02/2025		38,037			37,476			36,575		2.80
Turbo Buyer, Inc.	(5)(7)	L + 6.00%		8.88%	12/02/2025		38,220			37,541			36,752		2.81
										147,685			145,820		11.16
Biotechnology
GraphPad Software, LLC	(5)(6)(7)	L + 5.50%		8.31%	04/27/2027		12,097			12,000			11,687		0.89
GraphPad Software, LLC	(5)(7)	L + 5.50%		8.31%	04/27/2027		2,899			2,875			2,801		0.21
GraphPad Software, LLC	(5)(7)(14)	L + 5.50%		8.31%	04/27/2027		—			(13)			(59)		0.00
										14,862			14,429		1.10

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Chemicals
Tank Holding Corp.	(6)(8)	S + 6.00%		11.00%	03/31/2028		14,165		$	13,900		$	13,545		1.04%
Tank Holding Corp.	(8)(14)	S + 6.00%		11.00%	03/31/2028		—			(15)			(35)		0.00
V Global Holdings, LLC	(5)(6)(8)	S + 5.75%		8.99%	12/22/2027		4,916			4,823			4,665		0.36
V Global Holdings, LLC	(5)(8)(14)	S + 5.75%		8.99%	12/22/2025		94			80			59		0.00
										18,788			18,234		1.39
Commercial Services & Supplies
365 Retail Markets, LLC	(5)(7)	L + 4.75%		7.03%	12/23/2026		17,324			17,075			16,922		1.29
365 Retail Markets, LLC	(5)(7)	L + 4.75%		7.03%	12/23/2026		5,557			5,494			5,428		0.42
365 Retail Markets, LLC	(5)(7)(14)	L + 4.75%		7.03%	12/23/2026		1,400			1,361			1,335		0.10
Encore Holdings, LLC	(5)(8)	L + 4.50%		8.17%	11/23/2028		1,854			1,825			1,799		0.14
Encore Holdings, LLC	(5)(8)(14)	L + 4.50%		8.17%	11/23/2028		1,624			1,583			1,517		0.12
Encore Holdings, LLC	(5)(8)(14)	L + 4.50%		8.17%	11/23/2027		—			(8)			(16)		0.00
FLS Holding, Inc.	(5)(7)(10)	L + 5.25%		8.78%	12/15/2028		20,727			20,350			20,262		1.55
FLS Holding, Inc.	(5)(7)(10)	L + 5.25%		8.78%	12/15/2028		4,506			4,421			4,405		0.34
FLS Holding, Inc.	(5)(7)(10)(14)	L + 5.25%		8.78%	12/17/2027		—			(31)			(40)		0.00
PDFTron Systems, Inc.	(5)(6)(7)(10)	S + 5.50%		8.56%	07/15/2027		30,492			30,055			29,291		2.24
PDFTron Systems, Inc.	(5)(7)(10)	S + 5.50%		8.56%	07/15/2027		9,800			9,630			9,414		0.72
PDFTron Systems, Inc.	(5)(7)(10)(14)	S + 5.50%		8.56%	07/15/2026		3,850			3,733			3,547		0.27
Procure Acquireco, Inc. (Procure Analytics)	(5)(8)	L + 5.25%		8.00%	12/20/2028		3,938			3,867			3,783		0.29
Procure Acquireco, Inc. (Procure Analytics)	(5)(8)(14)	L + 5.25%		8.00%	12/01/2028		—			(7)			(31)		0.00
Procure Acquireco, Inc. (Procure Analytics)	(5)(8)(14)	L + 5.25%		8.00%	12/01/2026		—			(4)			(9)		0.00
QW Holding Corporation	(5)(6)(7)	L + 5.50%		7.96%	08/31/2026		8,931			8,808			8,653		0.66
QW Holding Corporation	(5)(7)(14)	L + 5.50%		7.96%	08/31/2026		1,021			999			951		0.07
QW Holding Corporation	(5)(7)(14)	L + 5.50%		7.96%	08/31/2026		—			(30)			(70)		(0.01)
Sherlock Buyer Corp.	(5)(8)	L + 5.75%		9.42%	12/08/2028		11,089			10,888			10,775		0.82
Sherlock Buyer Corp.	(5)(8)(14)	L + 5.75%		9.42%	12/08/2028		—			(28)			(91)		(0.01)
Sherlock Buyer Corp.	(5)(8)(14)	L + 5.75%		9.42%	12/08/2027		—			(22)			(36)		0.00
Sweep Purchaser, LLC	(5)(7)	L + 5.75%		9.42%	11/30/2026		8,726			8,598			8,239		0.63
Sweep Purchaser, LLC	(5)(7)(14)	L + 5.75%		9.42%	11/30/2026		5,845			5,750			5,498		0.42
Sweep Purchaser, LLC	(5)(7)(14)	L + 5.75%		9.42%	11/30/2026		—			(20)			(79)		(0.01)
Tamarack Intermediate, LLC	(5)(8)	S + 5.50%		9.23%	03/13/2028		5,486			5,384			5,209		0.40
Tamarack Intermediate, LLC	(5)(8)(14)	S + 5.50%		9.23%	03/13/2028		—			(16)			(46)		0.00
United Flow Technologies Intermediate Holdco II, LLC	(5)(7)	L + 5.75%		8.56%	10/29/2027		17,015			16,717			16,397		1.25
United Flow Technologies Intermediate Holdco II, LLC	(5)(7)(14)	L + 5.75%		8.56%	10/29/2027		8,605			8,344			7,884		0.60
United Flow Technologies Intermediate Holdco II, LLC	(5)(7)(14)	L + 5.75%		8.56%	10/29/2026		—			(49)			(109)		(0.01)
US Infra Svcs Buyer, LLC	(5)(6)(7)	L + 6.75% (incl. 0.25% PIK)		8.57%	04/13/2026		16,080			15,873			14,872		1.14
US Infra Svcs Buyer, LLC	(5)(7)	L + 6.75% (incl. 0.25% PIK)		8.57%	04/13/2026		2,283			2,256			2,112		0.16
US Infra Svcs Buyer, LLC	(5)(7)	L + 6.75% (incl. 0.25% PIK)		8.57%	04/13/2026		2,250			2,224			2,081		0.16
Valcourt Holdings II, LLC	(5)(6)(7)	S + 5.25%		8.95%	01/07/2027		35,163			34,631			34,147		2.61

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Valcourt Holdings II, LLC	(5)(7)(14)	S + 5.25%		8.95%	01/07/2027		5,752		$	5,652		$	5,554		0.42%
VRC Companies, LLC	(5)(6)(8)	S + 5.75%		8.52%	06/29/2027		48,964			48,356			48,256		3.69
VRC Companies, LLC	(5)(8)	S + 5.75%		8.52%	06/29/2027		7,558			7,449			7,449		0.57
VRC Companies, LLC	(5)(6)(8)	S + 5.75%		8.52%	06/29/2027		8,235			8,135			8,116		0.62
VRC Companies, LLC	(5)(8)(14)	S + 5.75%		8.52%	06/29/2027		1,300			1,169			1,168		0.09
VRC Companies, LLC	(5)(8)(14)	P + 4.50%		10.75%	06/29/2027		248			228			224		0.02
										290,640			284,761		21.78
Construction & Engineering
KPSKY Acquisition, Inc.	(5)(8)	L + 5.50%		8.58%	10/19/2028		34,297			33,687			34,297		2.62
KPSKY Acquisition, Inc.	(5)(8)(14)	P + 4.50%		10.75%	10/19/2028		4,426			4,312			4,426		0.34
										37,999			38,723		2.96
Containers & Packaging
BP Purchaser, LLC	(5)(8)	L + 5.50%		8.74%	12/11/2028		17,379			17,064			16,211		1.24
Fortis Solutions Group, LLC	(5)(8)	L + 5.50%		9.17%	10/13/2028		19,254			18,911			19,254		1.47
Fortis Solutions Group, LLC	(5)(8)(14)	L + 5.50%		9.17%	10/13/2028		6,967			6,832			6,967		0.53
Fortis Solutions Group, LLC	(5)(8)(14)	L + 5.50%		9.17%	10/15/2028		—			(7)			—		0.00
Fortis Solutions Group, LLC	(5)(8)(14)	L + 5.50%		9.17%	10/15/2027		180			135			180		0.01
										42,935			42,612		3.26
Distributors
48Forty Solutions, LLC	(5)(6)(7)	S + 5.50%		8.46%	11/30/2026		17,336			16,980			16,981		1.30
48Forty Solutions, LLC	(5)(7)	S + 5.50%		8.46%	11/30/2026		610			599			599		0.05
48Forty Solutions, LLC	(5)(7)(14)	P + 4.50%		10.75%	11/30/2026		1,900			1,851			1,851		0.14
ABB Concise Optical Group, LLC	(5)(8)	L + 7.50%		10.46%	02/23/2028		18,023			17,608			17,192		1.32
ABB Concise Optical Group, LLC	(5)(8)(14)	P + 6.50%		12.75%	02/23/2028		1,755			1,712			1,668		0.13
PT Intermediate Holdings III, LLC	(5)(8)	L + 5.50%		9.17%	11/01/2028		28,704			28,446			28,704		2.20
PT Intermediate Holdings III, LLC	(5)(8)	L + 5.50%		9.17%	11/01/2028		15,969			15,823			15,969		1.22
										83,019			82,964		6.35
Diversified Consumer Services
Assembly Intermediate, LLC	(5)(7)	L + 6.50%		9.38%	10/19/2027		20,741			20,379			19,818		1.52
Assembly Intermediate, LLC	(5)(7)(14)	L + 6.50%		9.38%	10/19/2027		1,867			1,806			1,636		0.13
Assembly Intermediate, LLC	(5)(7)(14)	L + 6.50%		9.38%	10/19/2027		415			380			323		0.02
FPG Intermediate Holdco, LLC	(5)(7)	S + 6.50%		9.20%	03/05/2027		498			489			489		0.04
Heartland Home Services	(5)(8)(14)	L + 5.75%		8.87%	12/15/2026		1,588			1,573			1,510		0.12
Lightspeed Solution, LLC	(5)(8)	S + 6.00%		9.04%	03/01/2028		7,561			7,422			7,237		0.55
Lightspeed Solution, LLC	(5)(8)(14)	S + 6.00%		9.04%	03/01/2028		—			(22)			(105)		(0.01)
LUV Car Wash Group, LLC	(5)(7)(14)	L + 5.50%		8.06%	12/09/2026		723			714			697		0.05
Magnolia Wash Holdings	(5)(7)	S + 6.50%		9.13%	07/08/2028		3,776			3,703			3,703		0.28
Magnolia Wash Holdings	(5)(7)(14)	S + 6.50%		9.13%	07/08/2028		343			333			333		0.03
Magnolia Wash Holdings	(5)(7)	S + 6.50%		9.13%	07/08/2028		159			156			156		0.01
Mammoth Holdings, LLC	(5)(6)(7)	S + 6.00%		8.34%	10/16/2023		8,053			8,019			8,053		0.62
Mammoth Holdings, LLC	(5)(7)	S + 6.00%		8.34%	10/16/2023		36,057			35,898			36,057		2.76
Mammoth Holdings, LLC	(5)(7)(14)	S + 6.00%		8.34%	10/16/2023		—			(4)			—		0.00
Spotless Brands, LLC	(5)(7)	S + 6.50%		9.19%	07/25/2028		4,549			4,460			4,460		0.34
Spotless Brands, LLC	(5)(7)(14)	S + 6.50%		9.19%	07/25/2028		232			221			221		0.02

F-9

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Spotless Brands, LLC	(5)(7)(14)	S + 6.50%		9.19%	07/25/2028		105		$	102		$	102		0.01%
										85,629			84,690		6.48
Diversified Financial Services
Applitools, Inc.	(5)(8)(10)	S + 5.75%		8.78%	05/25/2029		3,042			2,983			2,971		0.23
Applitools, Inc.	(5)(8)(10)(14)	S + 5.75%		8.78%	05/25/2028		—			(8)			(10)		0.00
SitusAMC Holdings Corporation	(5)(8)	L + 5.75%		9.42%	12/22/2027		3,582			3,550			3,458		0.26
Smarsh, Inc.	(5)(8)	S + 6.50%		10.05%	02/16/2029		4,286			4,206			4,145		0.32
Smarsh, Inc.	(5)(8)(14)	S + 6.50%		10.05%	02/16/2029		—			(10)			(35)		0.00
Smarsh, Inc.	(5)(8)(14)	S + 6.50%		10.05%	02/16/2029		—			(5)			(9)		0.00
										10,716			10,520		0.80
Electrical Equipment, Instruments & Components
Abracon Group Holdings, LLC	(5)(8)	S + 5.75%		7.86%	07/06/2028		5,548			5,441			5,441		0.42
Abracon Group Holdings, LLC	(5)(8)(14)	S + 5.75%		7.86%	07/06/2028		—			(10)			(10)		0.00
Abracon Group Holdings, LLC	(5)(8)(14)	S + 5.75%		7.86%	07/06/2028		—			(8)			(8)		0.00
Dwyer Instruments, Inc.	(5)(8)	L + 5.50%		8.82%	07/21/2027		8,079			7,924			7,924		0.61
Dwyer Instruments, Inc.	(5)(8)(14)	L + 5.50%		8.82%	07/21/2027		—			(18)			(18)		0.00
Dwyer Instruments, Inc.	(5)(8)(14)	L + 5.50%		8.82%	07/21/2027		158			139			139		0.01
										13,468			13,468		1.03
Food Products
AMCP Pet Holdings, Inc. (Brightpet)	(5)(6)(7)	L + 6.25%		9.67%	10/05/2026		33,569			32,832			32,693		2.50
AMCP Pet Holdings, Inc. (Brightpet)	(5)(7)(14)	L + 6.25%		9.67%	10/05/2026		4,375			4,255			4,223		0.32
Nellson Nutraceutical, Inc.	(5)(6)(7)	L + 5.25%		8.92%	12/23/2023		23,638			23,447			23,413		1.79
Teasdale Foods, Inc. (Teasdale Latin Foods)	(5)(7)	L + 7.25% (incl. 1.00% PIK)		10.67%	12/18/2025		10,784			10,638			8,973		0.69
										71,172			69,302		5.30
Health Care Equipment & Supplies
Performance Health Holdings, Inc.	(5)(6)(7)	L + 6.00%		8.88%	07/12/2027		9,398			9,241			9,028		0.69
Health Care Providers & Services
Advarra Holdings, Inc.	(5)(9)	S + 5.75%		8.56%	08/24/2029		459			451			451		0.03
Advarra Holdings, Inc.	(5)(9)(14)	S + 5.75%		8.56%	08/24/2029		—			—			—		0.00
DCA Investment Holdings, LLC	(5)(6)(8)	S + 6.00%		9.98%	04/03/2028		11,083			10,947			10,609		0.81
DCA Investment Holdings, LLC	(5)(8)(14)	S + 6.00%		9.98%	04/03/2028		2,302			2,259			2,184		0.17
Gateway US Holdings, Inc.	(5)(8)(10)	S + 5.50%		8.33%	09/22/2024		752			746			736		0.06
Gateway US Holdings, Inc.	(5)(8)(10)(14)	S + 5.50%		8.33%	09/22/2024		173			171			168		0.01
Gateway US Holdings, Inc.	(5)(8)(10)(14)	S + 5.50%		8.33%	09/22/2024		17			16			16		0.00
Heartland Veterinary Partners,	(5)(7)	S + 4.75%		7.63%	12/10/2026		1,871			1,855			1,816		0.14
Heartland Veterinary Partners,	(5)(7)(14)	S + 4.75%		7.63%	12/10/2026		1,620			1,584			1,496		0.11
Heartland Veterinary Partners,	(5)(7)(14)	S + 4.75%		7.63%	12/10/2026		—			(3)			(11)		0.00
mPulse Mobile, Inc.	(5)(8)	L + 5.25%		9.32%	12/17/2027		17,500			17,189			16,870		1.29
mPulse Mobile, Inc.	(5)(8)(14)	L + 5.25%		9.32%	12/17/2027		—			(17)			(72)		(0.01)
mPulse Mobile, Inc.	(5)(8)(14)	L + 5.25%		9.32%	12/17/2027		151			142			133		0.01
Promptcare Infusion Buyer, Inc.	(5)(7)	L + 6.00%		8.63%	09/01/2027		9,096			8,941			8,723		0.67
Promptcare Infusion Buyer, Inc.	(5)(7)(14)	L + 6.00%		8.63%	09/01/2027		884			849			748		0.06
Southern Veterinary Partners, LLC	(5)(7)	S + 5.50%		8.45%	10/05/2027		902			884			855		0.07

F-10

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares			Cost(4)			Fair Value			Percentage of Net Assets
Stepping Stones Healthcare Services, LLC	(5)(8)	L + 5.75%		9.42%	01/02/2029			4,353		$	4,293		$	4,119		0.32%
Stepping Stones Healthcare Services, LLC	(5)(8)(14)	L + 5.75%		9.42%	01/02/2029			125			118			57		0.00
Stepping Stones Healthcare Services, LLC	(5)(8)(14)	L + 5.75%		9.42%	12/30/2026			25			17			(9)		0.00
Suveto	(5)(8)(14)	L + 5.00%		8.67%	09/09/2027			11,057			10,949			10,599		0.81
Suveto	(5)(8)(14)	L + 5.00%		8.67%	09/09/2027			454			435			417		0.03
Tivity Health, Inc.	(5)(8)	S + 6.00%		9.55%	06/28/2029			3,720			3,666			3,681		0.28
Vardiman Black Holdings, LLC	(5)(9)	S + 8.00%		10.29%	03/18/2027			3,420			3,389			3,228		0.25
Vardiman Black Holdings, LLC	(5)(9)(14)	S + 8.00%		10.29%	03/18/2027			3,609			3,571			3,381		0.26
Vermont Aus Pty Ltd	(5)(8)(10)	S + 5.50%		9.20%	03/23/2028			8,458			8,257			7,936		0.61
											80,709			78,131		5.98
Health Care Technology
Intelerad Medical Systems Incorporated	(5)(7)(10)	S + 6.50%		10.22%	08/21/2026			500			485			485		0.04
Lightspeed Buyer, Inc.	(5)(6)(7)	L + 5.75%		8.87%	02/03/2026			12,701			12,458			12,346		0.94
Lightspeed Buyer, Inc.	(5)(7)(14)	L + 5.75%		8.87%	02/03/2026			9,258			9,033			8,887		0.68
											21,976			21,718		1.66
Industrial Conglomerates
Electrical Source Holdings LLC	(5)(6)(7)	L + 5.00%		8.67%	11/25/2025			29,325			29,145			28,548		2.18
Electrical Source Holdings LLC	(5)(6)(7)	L + 5.00%		8.67%	11/25/2025			6,489			6,395			6,317		0.48
Electrical Source Holdings LLC	(5)(7)(14)	L + 5.00%		8.67%	11/25/2025			—			(14)			(29)		0.00
Excelitas Technologies Corp.	(5)(8)	S + 5.75%		8.59%	08/13/2029			1,378			1,351			1,351		0.10
Excelitas Technologies Corp.	(5)(8)	E + 5.75%		6.08%	08/13/2029		€	242			246			232		0.02
Excelitas Technologies Corp.	(5)(8)(14)	S + 5.75%		8.59%	08/13/2029			—			(3)			(3)		0.00
Excelitas Technologies Corp.	(5)(8)(14)	S + 5.75%		8.59%	08/14/2028			54			51			51		0.00
											37,171			36,467		2.79
Insurance Services
Amerilife Holdings, LLC	(5)(8)	S + 5.75%		8.83%	08/31/2029			2,044			2,004			2,004		0.15
Amerilife Holdings, LLC	(5)(8)(14)	S + 5.75%		8.83%	08/31/2029			—			(9)			(9)		0.00
Amerilife Holdings, LLC	(5)(8)(14)	S + 5.75%		8.83%	08/31/2028			—			(9)			(9)		0.00
Foundation Risk Partners Corp.	(5)(8)	L + 5.50%		9.17%	10/29/2028			43,074			42,497			42,376		3.24
Foundation Risk Partners Corp.	(5)(8)	L + 5.50%		9.17%	10/29/2028			9,368			9,242			9,217		0.71
Foundation Risk Partners Corp.	(5)(8)(14)	L + 5.50%		9.17%	10/29/2027			242			184			168		0.01
Galway Borrower, LLC	(5)(8)	L + 5.25%		8.92%	09/29/2028			28,346			27,864			27,116		2.07
Galway Borrower, LLC	(5)(8)(14)	L + 5.25%		8.92%	09/29/2028			2,013			1,934			1,826		0.14
Galway Borrower, LLC	(5)(8)(14)	L + 5.25%		8.92%	09/30/2027			677			643			588		0.04
Higginbotham Insurance Agency, Inc	(5)(6)(8)	L + 5.25%		8.37%	11/25/2026			18,528			18,323			18,015		1.38
High Street Buyer, Inc.	(5)(6)(8)	L + 6.00%		8.81%	04/14/2028			10,017			9,851			9,725		0.74
High Street Buyer, Inc.	(5)(6)(8)	L + 6.00%		8.81%	04/14/2028			40,226			39,534			39,051		2.99
High Street Buyer, Inc.	(5)(8)(14)	L + 6.00%		8.81%	04/16/2027			—			(32)			(62)		0.00
Integrity Marketing Acquisition, LLC	(5)(6)(7)	L + 5.50%		9.03%	08/27/2025			61,505			60,905			61,505		4.71
Integrity Marketing Acquisition, LLC	(5)(7)	L + 5.75%		9.28%	08/27/2025			24,661			24,416			24,661		1.89
Keystone Agency Investors	(5)(7)	S + 6.00%		9.70%	05/03/2027			3,085			3,043			2,982		0.23
Keystone Agency Investors	(5)(7)(14)	S + 6.00%		9.70%	05/03/2027			2,894			2,834			2,743		0.21
Majesco	(5)(6)(7)	L + 7.25%		10.89%	09/21/2027			23,481			22,987			22,480		1.72
Majesco	(5)(7)(14)	L + 7.25%		10.89%	09/21/2026			—			(31)			(67)		(0.01)

F-11

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Oakbridge Insurance Agency, LLC	(5)(7)	S + 5.75%		8.89%	12/31/2026		165		$	162		$	158		0.01%
Oakbridge Insurance Agency, LLC	(5)(7)(14)	S + 5.75%		8.89%	12/31/2026		138			128			81		0.01
Oakbridge Insurance Agency, LLC	(5)(7)(14)	S + 5.75%		8.89%	12/31/2026		11			10			9		0.00
Patriot Growth Insurance Services, LLC	(5)(6)(8)	L + 5.50%		9.67%	10/16/2028		54,180			53,280			53,659		4.11
Patriot Growth Insurance Services, LLC	(5)(8)(14)	L + 5.50%		9.67%	10/16/2028		3,524			3,345			3,438		0.26
Patriot Growth Insurance Services, LLC	(5)(8)(14)	L + 5.50%		9.67%	10/16/2028		—			(77)			(43)		0.00
Peter C. Foy & Associates Insurance Services, LLC	(5)(8)	L + 6.00%		7.85%	11/01/2028		17,837			17,678			16,963		1.30
Peter C. Foy & Associates Insurance Services, LLC	(5)(8)	S + 6.00%		9.15%	11/01/2028		912			899			867		0.07
Peter C. Foy & Associates Insurance Services, LLC	(5)(8)	L + 6.00%		9.12%	11/01/2028		4,967			4,923			4,724		0.36
Peter C. Foy & Associates Insurance Services, LLC	(5)(8)(14)	S + 6.00%		9.15%	11/01/2028		1,756			1,727			1,645		0.13
Peter C. Foy & Associates Insurance Services, LLC	(5)(8)(14)	L + 6.00%		9.12%	11/01/2027		—			(7)			(41)		0.00
RSC Acquisition, Inc.	(5)(6)(8)	S + 5.50%		8.94%	10/30/2026		24,895			24,516			24,895		1.90
RSC Acquisition, Inc.	(5)(8)	S + 5.50%		8.94%	10/30/2026		7,961			7,896			7,961		0.61
World Insurance Associates, LLC	(5)(6)(7)	S + 5.75%		9.30%	04/01/2026		33,417			32,527			32,311		2.47
World Insurance Associates, LLC	(5)(6)(7)	S + 5.75%		9.30%	04/01/2026		31,249			30,563			30,215		2.31
World Insurance Associates, LLC	(5)(7)(14)	S + 5.75%		9.30%	04/01/2026		349			331			307		0.02
										444,081			441,459		33.77
Interactive Media & Services
FMG Suite Holdings, LLC	(5)(7)	S + 5.50%		7.84%	10/30/2026		24,069			23,653			23,143		1.77
FMG Suite Holdings, LLC	(5)(7)	S + 5.50%		7.84%	10/30/2026		5,250			5,172			5,048		0.39
FMG Suite Holdings, LLC	(5)(7)(14)	S + 5.50%		7.84%	10/30/2026		—			(39)			(101)		(0.01)
Spectrio, LLC	(5)(6)(7)	L + 6.00%		9.13%	12/09/2026		31,650			31,238			30,868		2.36
Spectrio, LLC	(5)(7)(14)	L + 6.00%		9.13%	12/09/2026		12,775			12,510			11,881		0.91
Spectrio, LLC	(5)(7)(14)	L + 6.00%		9.13%	12/09/2026		1,490			1,435			1,393		0.11
Triple Lift, Inc.	(5)(6)(8)	S + 5.50%		9.30%	05/08/2028		27,650			27,188			26,483		2.03
Triple Lift, Inc.	(5)(8)(14)	S + 5.50%		9.30%	05/08/2028		1,533			1,469			1,364		0.10
										102,626			100,079		7.66
IT Services
Atlas Purchaser, Inc.	(6)(8)	L + 5.25%		8.12%	05/08/2028		8,945			8,795			6,932		0.53
Donuts, Inc.	(5)(6)(7)	S + 6.00%		8.91%	12/29/2026		18,422			18,140			18,000		1.38
Donuts, Inc.	(5)(7)	S + 6.00%		8.91%	12/29/2027		6,752			6,752			6,598		0.50
Donuts, Inc.	(5)(7)(14)	S + 6.00%		8.91%	12/29/2027		—			—			(73)		(0.01)
Govbrands Intermediate, Inc.	(5)(6)(8)	L + 5.50%		9.17%	08/04/2027		39,860			39,026			37,991		2.91
Govbrands Intermediate, Inc.	(5)(8)(14)	L + 5.50%		9.17%	08/04/2027		8,969			8,739			8,352		0.64
Govbrands Intermediate, Inc.	(5)(8)(14)	L + 5.50%		9.17%	08/04/2027		1,177			1,092			978		0.07
Long Term Care Group, Inc.	(5)(8)	L + 6.00%		8.82%	09/08/2027		4,975			4,883			4,775		0.37
Recovery Point Systems, Inc.	(5)(6)(7)	L + 6.50%		9.41%	08/12/2026		41,160			40,587			40,946		3.13
Recovery Point Systems, Inc.	(5)(7)(14)	L + 6.50%		9.41%	08/12/2026		—			(52)			(21)		0.00
Redwood Services Group, LLC	(5)(8)	S + 6.00%		9.31%	06/15/2029		10,966			10,753			10,489		0.80
Redwood Services Group, LLC	(5)(8)(14)	S + 6.00%		9.31%	06/15/2029		—			(25)			(113)		(0.01)
Syntax Systems Ltd	(5)(8)(10)	L + 5.50%		8.02%	10/29/2028		35,542			35,225			33,200		2.54
Syntax Systems Ltd	(5)(8)(10)(14)	L + 5.50%		8.02%	10/29/2028		—			(81)			(617)		(0.05)
Syntax Systems Ltd	(5)(8)(10)(14)	L + 5.50%		8.02%	10/29/2026		2,495			2,464			2,248		0.17
Thrive Buyer, Inc. (Thrive Networks)	(5)(6)(7)	L + 6.00%		9.67%	01/22/2027		20,613			20,294			20,096		1.54

F-12

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Thrive Buyer, Inc. (Thrive Networks)	(5)(7)(14)	L + 6.00%		9.67%	01/22/2027		16,024		$	15,746		$	15,594		1.19%
Thrive Buyer, Inc. (Thrive Networks)	(5)(7)(14)	P + 6.25%		11.25%	01/22/2027		264			234			214		0.02
UpStack, Inc.	(5)(7)	L + 5.50%		8.60%	08/20/2027		9,761			9,555			9,693		0.74
UpStack, Inc.	(5)(7)(14)	L + 5.50%		8.60%	08/20/2027		3,300			3,210			3,270		0.25
UpStack, Inc.	(5)(7)(14)	L + 5.50%		8.60%	08/20/2027		—			(20)			(6)		0.00
										225,317			218,546		16.72
Leisure Products
GSM Acquisition Corp. (GSM Outdoors)	(5)(6)(7)	S + 5.00%		8.81%	11/16/2026		17,491			17,356			17,248		1.32
GSM Acquisition Corp. (GSM Outdoors)	(5)(7)	S + 5.00%		8.81%	11/16/2026		4,502			4,456			4,439		0.34
GSM Acquisition Corp. (GSM Outdoors)	(5)(7)(14)	S + 5.00%		8.81%	11/16/2026		2,568			2,526			2,509		0.19
										24,338			24,196		1.85
Machinery
Answer Acquisition, LLC	(5)(7)	L + 5.75%		9.42%	12/30/2026		10,746			10,559			10,313		0.79
Answer Acquisition, LLC	(5)(7)(14)	L + 5.75%		9.42%	12/30/2026		—			(14)			(34)		0.00
Komline Sanderson Engineering Corp.	(5)(6)(9)	L + 6.00%		8.75%	03/17/2026		20,925			20,755			20,445		1.56
Komline Sanderson Engineering Corp.	(5)(9)(14)	L + 6.00%		8.75%	03/17/2026		19,118			18,897			18,483		1.41
Komline Sanderson Engineering Corp.	(5)(9)(14)	L + 6.00%		8.75%	03/17/2026		2,373			2,340			2,264		0.17
MHE Intermediate Holdings, LLC	(5)(6)(7)	S + 6.25%		9.50%	07/21/2027		28,584			28,105			27,738		2.12
MHE Intermediate Holdings, LLC	(5)(7)	S + 6.25%		9.50%	07/21/2027		3,720			3,657			3,610		0.28
MHE Intermediate Holdings, LLC	(5)(7)(14)	S + 6.25%		9.50%	07/21/2027		—			(40)			(74)		(0.01)
										84,259			82,745		6.33
Multi-Utilities
AWP Group Holdings, Inc.	(5)(6)(7)	L + 4.75%		7.56%	12/22/2027		892			882			864		0.07
AWP Group Holdings, Inc.	(5)(7)(14)	L + 4.75%		7.56%	12/22/2027		131			129			123		0.01
AWP Group Holdings, Inc.	(5)(7)(14)	L + 4.75%		7.56%	12/22/2026		54			52			49		0.00
Ground Penetrating Radar Systems, LLC	(5)(6)(7)	S + 4.75%		8.03%	06/26/2026		10,332			10,183			10,033		0.77
Ground Penetrating Radar Systems, LLC	(5)(7)(14)	S + 4.75%		8.03%	06/26/2025		722			701			674		0.05
Vessco Midco Holdings, LLC	(5)(6)(7)	L + 4.50%		7.62%	11/02/2026		2,715			2,695			2,669		0.20
Vessco Midco Holdings, LLC	(5)(7)	L + 4.50%		7.62%	11/02/2026		1,769			1,756			1,739		0.13
Vessco Midco Holdings, LLC	(5)(7)(14)	P + 3.50%		9.75%	10/18/2026		60			57			52		0.00
										16,455			16,203		1.24
Oil, Gas & Consumable Fuels
Energy Labs Holdings Corp.	(5)(7)	S + 5.25%		7.46%	04/07/2028		389			383			381		0.03
Energy Labs Holdings Corp.	(5)(7)(14)	S + 5.25%		7.46%	04/07/2028		—			—			(1)		0.00
Energy Labs Holdings Corp.	(5)(7)(14)	S + 5.25%		7.46%	04/07/2028		18			17			16		0.00
										400			396		0.03
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(5)(6)(7)	L + 6.25%		8.54%	03/10/2027		18,664			18,334			18,432		1.41
Abacus Data Holdings, Inc. (AbacusNext)	(5)(7)	L + 6.25%		8.54%	03/10/2027		1,955			1,939			1,931		0.15
Abacus Data Holdings, Inc. (AbacusNext)	(5)(7)(14)	L + 6.25%		8.54%	03/10/2027		—			(25)			(17)		0.00
Bullhorn, Inc.	(5)(6)(7)	L + 5.75%		9.42%	09/30/2026		12,980			12,874			12,980		0.99
Bullhorn, Inc.	(5)(7)	L + 5.75%		9.42%	09/30/2026		2,729			2,718			2,729		0.21
Bullhorn, Inc.	(5)(7)(14)	L + 5.75%		9.42%	09/30/2026		273			267			273		0.02
Citrin Cooperman Advisors, LLC	(5)(8)	L + 5.00%		6.47%	10/01/2027		20,076			19,731			20,076		1.54

F-13

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Citrin Cooperman Advisors, LLC	(5)(8)	L + 5.00%		6.47%	10/01/2027		8,604		$	8,452		$	8,604		0.66%
KWOR Acquisition, Inc.	(5)(8)	L + 5.25%		8.91%	12/22/2028		5,387			5,288			5,105		0.39
KWOR Acquisition, Inc.	(5)(8)(14)	L + 5.25%		8.91%	12/22/2028		—			(46)			(250)		(0.02)
KWOR Acquisition, Inc.	(5)(8)(14)	P + 4.25%		10.50%	12/22/2027		35			34			29		0.00
Project Boost Purchaser, LLC	(5)(8)	S + 5.50%		8.41%	05/02/2029		5,428			5,376			5,381		0.41
Project Boost Purchaser, LLC	(5)(8)(14)	S + 5.50%		8.41%	05/02/2029		—			(5)			(10)		0.00
Project Boost Purchaser, LLC	(5)(8)(14)	S + 5.50%		8.41%	05/02/2028		—			(4)			(4)		0.00
										74,933			75,259		5.76
Real Estate Management & Development
Associations, Inc.	(5)(6)(7)	S + 6.50% (incl. 2.50% PIK)		8.88%	07/02/2027		16,156			16,027			15,403		1.18
Associations, Inc.	(5)(7)	S + 6.50% (incl. 2.50% PIK)		8.88%	07/02/2027		14,612			14,431			13,614		1.04
Associations, Inc.	(5)(7)(14)	S + 6.50% (incl. 2.50% PIK)		8.88%	07/02/2027		—			(15)			(87)		(0.01)
MRI Software, LLC	(5)(6)(7)	L + 5.50%		9.17%	02/10/2026		59,638			59,197			58,362		4.46
MRI Software, LLC	(5)(7)(14)	L + 5.50%		9.17%	02/10/2026		—			(12)			(47)		0.00
Pritchard Industries, LLC	(5)(8)	L + 5.50%		9.17%	10/13/2027		25,596			25,153			24,137		1.85
Pritchard Industries, LLC	(5)(8)(14)	L + 5.50%		9.17%	10/13/2027		4,893			4,795			4,544		0.35
Zarya Intermediate, LLC	(5)(7)(10)	S + 6.50%		10.02%	07/01/2027		35,408			35,408			35,408		2.71
Zarya Intermediate, LLC	(5)(7)(10)(14)	S + 6.50%		10.02%	07/01/2027		—			—			—		0.00
										154,984			151,334		11.58
Software
Alert Media, Inc.	(5)(6)(7)	S + 5.00%		7.74%	04/12/2027		14,000			13,834			14,000		1.07
Alert Media, Inc.	(5)(7)(14)	S + 5.00%		7.74%	04/10/2026		—			(19)			—		0.00
Anaplan, Inc.	(5)(8)	S + 6.50%		9.53%	06/21/2029		24,000			23,533			23,479		1.80
Appfire Technologies, LLC	(5)(7)	S + 5.50%		8.63%	03/09/2027		9,483			9,447			9,112		0.70
Appfire Technologies, LLC	(5)(7)(14)	S + 5.50%		8.63%	03/09/2027		3,583			3,509			3,172		0.24
Appfire Technologies, LLC	(5)(7)(14)	S + 5.50%		8.63%	03/09/2027		13			11			7		0.00
Bottomline Technologies, Inc.	(5)(8)	S + 5.50%		8.35%	05/14/2029		3,200			3,139			3,078		0.24
Bottomline Technologies, Inc.	(5)(8)(14)	S + 5.50%		8.35%	05/15/2028		—			(5)			(10)		0.00
CLEO Communications Holding, LLC	(5)(6)(7)	L + 6.50%		9.69%	06/09/2027		39,998			39,670			38,334		2.93
CLEO Communications Holding, LLC	(5)(7)(14)	L + 6.50%		9.69%	06/09/2027		—			(98)			(520)		(0.04)
Diligent Corporation	(5)(6)(7)	L + 5.75%		8.63%	08/04/2025		27,580			27,391			26,930		2.06
Diligent Corporation	(5)(6)(7)(14)	L + 5.75%		8.63%	08/04/2025		2,206			2,180			2,112		0.16
Diligent Corporation	(5)(7)(14)	L + 5.75%		8.63%	08/04/2025		2,250			2,220			2,144		0.16
GS AcquisitionCo, Inc.	(5)(6)(7)	L + 5.75%		9.85%	05/22/2026		75,334			74,812			73,503		5.62
GS AcquisitionCo, Inc.	(5)(7)(14)	L + 5.75%		9.85%	05/22/2026		—			(21)			(113)		(0.01)
GS AcquisitionCo, Inc.	(5)(7)(14)	L + 5.75%		9.85%	05/22/2026		1,694			1,673			1,635		0.13
Gurobi Optimization, LLC	(5)(6)(7)	L + 5.00%		8.12%	12/19/2023		13,125			13,071			13,125		1.00
Gurobi Optimization, LLC	(5)(7)(14)	L + 5.00%		8.12%	12/19/2023		—			(6)			—		0.00
Kaseya, Inc.	(5)(8)	S + 5.75%		8.29%	06/25/2029		14,099			13,894			13,485		1.03
Kaseya, Inc.	(5)(8)(14)	S + 5.75%		8.29%	06/25/2029		—			(6)			(37)		0.00

F-14

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Kaseya, Inc.	(5)(8)(14)	S + 5.75%		8.29%	06/25/2029		—		$	(12)		$	(37)		0.00%
LegitScript	(5)(8)	S + 5.75%		8.73%	06/24/2029		21,667			21,246			20,791		1.59
LegitScript	(5)(8)(14)	S + 5.75%		8.73%	06/24/2029		—			(131)			(572)		(0.04)
LegitScript	(5)(8)(14)	S + 5.75%		8.73%	06/24/2028		333			254			165		0.01
Montana Buyer, Inc.	(5)(8)	S + 5.75%		8.69%	07/22/2029		4,131			4,049			3,964		0.30
Montana Buyer, Inc.	(5)(8)(14)	S + 5.75%		8.69%	07/22/2028		—			(9)			(19)		0.00
Netwrix Corporation And Concept Searching, Inc.	(5)(8)	S + 5.00%		7.90%	06/11/2029		4,605			4,561			4,358		0.33
Netwrix Corporation And Concept Searching, Inc.	(5)(8)(14)	S + 5.00%		7.90%	06/11/2029		168			157			35		0.00
Netwrix Corporation And Concept Searching, Inc.	(5)(8)(14)	S + 5.00%		7.90%	06/11/2029		—			(4)			(23)		0.00
Oak Purchaser, Inc.	(5)(8)	S + 5.50%		9.48%	04/28/2028		2,792			2,765			2,736		0.21
Oak Purchaser, Inc.	(5)(8)(14)	S + 5.50%		9.48%	04/28/2028		625			608			588		0.04
Oak Purchaser, Inc.	(5)(8)(14)	S + 5.50%		9.48%	04/28/2028		—			(3)			(8)		0.00
Pound Bidco, Inc.	(5)(6)(7)(10)	L + 6.50%		9.31%	01/30/2026		9,012			8,879			8,988		0.69
Pound Bidco, Inc.	(5)(6)(7)(10)(14)	L + 6.50%		9.31%	01/30/2026		—			(15)			(3)		0.00
Project Leopard Holdings, Inc.	(9)(10)	S + 5.25%		7.83%	07/20/2029		6,280			5,851			5,608		0.43
Revalize, Inc.	(5)(7)(14)	L + 5.75%		9.42%	04/15/2027		19,595			19,476			18,618		1.42
Revalize, Inc.	(5)(7)	L + 5.75%		9.42%	04/15/2027		71			70			67		0.01
Riskonnect Parent, LLC	(5)(8)	S + 5.50%		9.73%	12/07/2028		445			437			437		0.03
Riskonnect Parent, LLC	(5)(8)(14)	S + 5.50%		9.73%	12/07/2028		—			(6)			(6)		0.00
Securonix, Inc.	(5)(8)	S + 6.50%		8.62%	04/05/2028		21,010			20,666			20,119		1.54
Securonix, Inc.	(5)(8)(14)	S + 6.50%		8.62%	04/05/2028		—			(61)			(160)		(0.01)
Skykick, Inc.	(5)(7)	L + 7.25%		9.54%	09/01/2027		6,300			6,165			6,243		0.48
Skykick, Inc.	(5)(7)(14)	L + 7.25%		9.54%	09/01/2027		—			(27)			(24)		0.00
Trunk Acquisition, Inc.	(5)(7)	L + 5.75%		9.42%	02/19/2027		9,074			8,995			8,568		0.66
Trunk Acquisition, Inc.	(5)(7)(14)	L + 5.75%		9.42%	02/19/2026		—			(7)			(48)		0.00
User Zoom Technologies, Inc.	(5)(8)	S + 5.75%		7.87%	04/01/2029		38,689			37,953			38,480		2.94
										370,086			362,301		27.72
Total First Lien Debt									$	2,613,431		$	2,568,966		196.53%
Second Lien Debt
Air Freight & Logistics
Omni Intermediate Holdings, LLC	(5)(7)	S + 9.00%		12.69%	12/30/2027		4,500			4,370			4,316		0.33
Auto Components
PAI Holdco, Inc.	(5)(7)	L + 7.50% (incl. 2.00% PIK)		10.31%	10/28/2028		25,898			25,290			23,961		1.83
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(5)(9)	L + 7.00%		10.67%	03/02/2029		17,000			16,937			16,703		1.28
Infinite Bidco, LLC	(5)(9)(14)	L + 7.00%		10.67%	03/02/2029		—			—			(149)		(0.01)
										16,937			16,554		1.27
Energy Equipment & Services
QBS Parent, Inc.	(5)	L + 8.50%		12.17%	09/21/2026		15,000			14,799			13,788		1.05
Health Care Providers & Services
Heartland Veterinary Partners, LLC	(5)(7)	S + 8.00%		10.94%	12/10/2027		3,960			3,890			3,662		0.28
Heartland Veterinary Partners, LLC	(5)(7)(14)	S + 8.00%		10.94%	12/10/2027		1,452			1,425			1,336		0.10
										5,315			4,998		0.38

F-15

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Acquisition Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Other Securities
Unsecured Debt
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(5)(11)(12)	16.25%		12/18/2020		1,800		$	1,777		$	498		0.04%
Total Unsecured Debt									1,777			498		0.04
Preferred Equity
Diligent Corporation	(5)(13)	10.50%		04/05/2021		5,000			5,399			4,879		0.37
FORTIS Solutions Group, LLC	(5)(13)	12.25%		06/24/2022		1,000,000			975			1,013		0.08
Integrity Marketing Acquisition, LLC	(5)(13)	10.50%		12/21/2021		3,250,000			3,279			3,478		0.27
Knockout Intermediate Holdings I, Inc.	(5)(13)	11.75%		06/25/2022		2,790			2,720			2,938		0.22
Revalize, Inc.	(5)(13)	11.75%		12/14/2021		1,500			1,518			1,573		0.12
Riskonnect Parent, LLC	(5)(13)	S + 10.50%		07/07/2022		1,012,200			992			992		0.08
Skykick, Inc.	(5)(13)			08/31/2021		134,101			1,275			1,020		0.08
Total Preferred Equity									16,158			15,893		1.22
Common Equity
Abacus Data Holdings, Inc. (AbacusNext)	(5)(13)			03/09/2021		29,441			2,944			2,291		0.18
Amerilife Holdings, LLC	(5)(13)			09/01/2022		873			24			24		0.00
BP Purchaser, LLC	(5)(13)			12/10/2021		1,233,333			1,234			1,517		0.12
CSC Thrive Holdings, LP (Thrive Networks)	(5)(13)			03/01/2021		160,016			411			563		0.04
Encore Holdings, LLC	(5)(13)			11/23/2021		2,391			275			390		0.03
GSM Equity Investors, LP (GSM Outdoors)	(5)(13)			11/16/2020		4,500			450			917		0.07
Help HP SCF Investor, LP	(10)(13)			05/12/2021					12,460			15,221		1.16
LUV Car Wash	(5)(13)			04/06/2022		97			97			97		0.01
mPulse Mobile, Inc.	(5)(13)			12/17/2021		165,761			1,220			1,220		0.09
PCX Holding Corp.	(5)(13)			04/22/2021		6,538			654			811		0.06
Pet Holdings, Inc. (Brightpet)	(5)(13)			10/06/2020		12,313			1,231			1,009		0.08
Pritchard Industries, Inc.	(5)(13)			10/13/2021		1,700,000			1,700			2,142		0.16
Procure Acquiom Financial, LLC (Procure Analytics)	(5)(13)			12/20/2021		1,000,000			1,000			1,160		0.09
RPS Group Holdings (Recovery Point Systems, Inc.)	(5)(13)			03/05/2021		1,000,000			1,000			680		0.05
Shelby Co-invest, LP. (Spectrum Automotive)	(5)(13)			06/29/2021		8,500			850			1,077		0.08
Suveto Buyer, LLC	(5)(10)(13)			11/19/2021		17,000			1,700			2,056		0.16
Total Common Equity									27,250			31,175		2.38
Total Other Securities								$	45,185		$	47,566		3.64%
Total Portfolio Investments								$	2,795,033		$	2,747,090		210.16%

(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

F-17

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

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, 2022, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of September 30, 2022, the Company is not an “affiliated person” of any of its portfolio companies.

(2)

Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 “Debt”.

(3)

Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR (“E”), LIBOR (“L”) or SOFR (“S”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of September 30, 2022. 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, 2022. As of September 30, 2022, the reference rates for our LIBOR-based loans were the 3-month E at 1.17%, the 30-day L at 3.14%, the 90-day L at 3.75%, the 180-day L at 4.23%; the reference rates for our SOFR-based loans were the 30-day S at 2.47%, the 90-day S at 2.13%, the 180-day S at 1.43%; and the reference rate for our Prime rate-based loans were at 6.25%.

(4)

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

(5)

These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company’s Board of Directors (the “Board of Directors” or the “Board”) (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(6)

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

(7)

Loan includes interest rate floor of 1.00%.

(8)

Loan includes interest rate floor of 0.75%.

(9)

Loan includes interest rate floor of 0.50%.

(10)

The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2022, non-qualifying assets represented 6.3% of total assets as calculated in accordance with regulatory requirements.

(11)

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

(12)

Investment was on non-accrual status as of September 30, 2022.

(13)

Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of September 30, 2022, the aggregate fair value of these securities is $47,068 or 3.6% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(14)

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, 2022:

F-18

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date	Unfunded Commitment			Fair Value
First Lien Debt
365 Retail Markets, LLC		0.50%	Revolver	12/23/2026		$	1,400		$	(32)
48Forty Solutions, LLC		0.50%	Revolver	11/30/2026			814			(15)
ABB Concise Optical Group, LLC		0.50%	Revolver	02/23/2028			132			(6)
AMCP Pet Holdings, Inc. (Brightpet)		0.50%	Revolver	10/05/2026			1,458			(38)
ARI Network Services, Inc.		0.50%	Revolver	02/28/2025			2,121			(66)
AWP Group Holdings, Inc.		1.00%	Delayed Draw Term Loan	12/22/2022			132			(4)
AWP Group Holdings, Inc.		0.50%	Revolver	12/22/2026			104			(3)
Abacus Data Holdings, Inc. (AbacusNext)		0.50%	Revolver	03/10/2027			1,400			(17)
Abracon Group Holdings, LLC		1.00%	Delayed Draw Term Loan	07/06/2024			1,003			(10)
Abracon Group Holdings, LLC		0.50%	Revolver	07/06/2028			401			(8)
Advarra Holdings, Inc.		1.00%	Delayed Draw Term Loan	08/26/2024			41			—
Alert Media, Inc.		0.50%	Revolver	04/10/2026			1,750			—
Amerilife Holdings, LLC		1.00%	Delayed Draw Term Loan	08/31/2024			875			(9)
Amerilife Holdings, LLC		0.50%	Revolver	08/31/2028			437			(9)
Answer Acquisition, LLC		0.50%	Revolver	12/30/2026			833			(34)
Appfire Technologies, LLC		1.00%	Delayed Draw Term Loan	01/05/2023			5,051			(197)
Appfire Technologies, LLC		0.50%	Delayed Draw Term Loan	06/13/2024			1,878			(73)
Appfire Technologies, LLC		0.50%	Revolver	03/09/2027			153			(6)
Applitools, Inc.		0.50%	Revolver	05/25/2028			433			(10)
Assembly Intermediate, LLC		0.50%	Delayed Draw Term Loan	10/19/2023			3,319			(148)
Assembly Intermediate, LLC		0.50%	Revolver	10/19/2027			1,659			(74)
Associations, Inc.		1.00%	Delayed Draw Term Loan	06/10/2024			6,813			(317)
Associations, Inc.		0.50%	Revolver	07/02/2027			1,860			(87)
Bottomline Technologies, Inc.		0.50%	Revolver	05/15/2028			267			(10)
Bullhorn, Inc.		0.50%	Revolver	09/30/2026			21			—
Bullhorn, Inc.		0.50%	Revolver	09/30/2026			299			—
CLEO Communications Holding, LLC		0.50%	Revolver	06/09/2027			12,502			(520)
DCA Investment Holdings, LLC		1.00%	Delayed Draw Term Loan	03/02/2023			457			(20)
Diligent Corporation		1.00%	Delayed Draw Term Loan	10/05/2022			1,776			(42)
Diligent Corporation		0.50%	Revolver	08/04/2025			2,250			(53)
Donuts, Inc.		0.25%	Delayed Draw Term Loan	08/14/2023			3,166			(73)
Dwyer Instruments, Inc.		1.00%	Delayed Draw Term Loan	07/01/2024			2,028			(18)
Dwyer Instruments, Inc.		0.50%	Revolver	07/21/2027			855			(16)
Electrical Source Holdings LLC		0.50%	Revolver	11/25/2025			1,093			(29)
Encore Holdings, LLC		0.75%	Delayed Draw Term Loan	01/23/2024			1,963			(59)
Encore Holdings, LLC		0.50%	Revolver	11/23/2027			539			(16)
Energy Labs Holdings Corp.		1.00%	Delayed Draw Term Loan	04/13/2023			47			(1)
Energy Labs Holdings Corp.		0.50%	Revolver	04/07/2028			45			(1)
Excelitas Technologies Corp.		1.00%	Delayed Draw Term Loan	08/11/2024			262			(3)
Excelitas Technologies Corp.		0.50%	Revolver	08/14/2028			77			(1)

F-19

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date	Unfunded Commitment			Fair Value
FLS Holding, Inc.		0.50%	Revolver	12/17/2027		$	1,802		$	(40)
FMG Suite Holdings, LLC		0.50%	Revolver	10/30/2026			2,625			(101)
Fortis Solutions Group, LLC		0.50%	Delayed Draw Term Loan	10/15/2023			904			—
Fortis Solutions Group, LLC		0.50%	Delayed Draw Term Loan	06/24/2024			1,000			—
Fortis Solutions Group, LLC		0.50%	Revolver	10/15/2027			2,519			—
Foundation Risk Partners Corp.		0.50%	Revolver	10/29/2027			4,329			(70)
GS AcquisitionCo, Inc.		0.50%	Delayed Draw Term Loan	11/03/2022			4,648			(113)
GS AcquisitionCo, Inc.		0.50%	Revolver	05/22/2026			726			(18)
GSM Acquisition Corp. (GSM Outdoors)		0.50%	Revolver	11/16/2026			1,712			(24)
Galway Borrower, LLC		0.50%	Delayed Draw Term Loan	09/30/2023			2,294			(100)
Galway Borrower, LLC		0.50%	Revolver	09/30/2027			1,375			(60)
Gateway US Holdings, Inc.		1.00%	Delayed Draw Term Loan	04/15/2024			39			(1)
Gateway US Holdings, Inc.		0.50%	Revolver	09/22/2024			14			—
Govbrands Intermediate, Inc.		1.00%	Delayed Draw Term Loan	08/04/2023			4,185			(196)
Govbrands Intermediate, Inc.		0.50%	Revolver	08/04/2027			3,060			(144)
GraphPad Software, LLC		0.50%	Revolver	04/27/2027			1,750			(59)
Ground Penetrating Radar Systems, LLC		0.50%	Revolver	06/26/2025			919			(27)
Gurobi Optimization, LLC		0.50%	Revolver	12/19/2023			1,607			—
Heartland Home Services		0.75%	Delayed Draw Term Loan	08/10/2023			906			(28)
Heartland Veterinary Partners, LLC		0.50%	Delayed Draw Term Loan	01/17/2023			2,612			(77)
Heartland Veterinary Partners, LLC		0.50%	Revolver	12/10/2026			375			(11)
High Street Buyer, Inc.		0.50%	Revolver	04/16/2027			2,136			(62)
KPSKY Acquisition, Inc.		1.00%	Delayed Draw Term Loan	06/17/2024			3,413			—
KWOR Acquisition, Inc.		1.00%	Delayed Draw Term Loan	06/22/2024			4,777			(250)
KWOR Acquisition, Inc.		0.50%	Revolver	12/22/2027			87			(5)
Kaseya, Inc.		0.50%	Delayed Draw Term Loan	06/22/2024			856			(37)
Kaseya, Inc.		0.50%	Revolver	06/25/2029			856			(37)
Keystone Agency Investors		1.00%	Delayed Draw Term Loan	06/03/2024			1,603			(54)
Komline Sanderson Engineering Corp.		0.50%	Delayed Draw Term Loan	05/27/2024			8,529			(196)
Komline Sanderson Engineering Corp.		0.50%	Revolver	03/17/2026			2,373			(55)
LUV Car Wash Group, LLC		1.00%	Delayed Draw Term Loan	03/14/2024			257			(7)
LegitScript		1.00%	Delayed Draw Term Loan	06/24/2024			14,167			(572)
LegitScript		0.50%	Revolver	06/24/2028			3,833			(155)
Lightspeed Buyer, Inc.		1.00%	Delayed Draw Term Loan	02/28/2023			4,050			(113)
Lightspeed Solution, LLC		0.50%	Delayed Draw Term Loan	03/01/2024			2,439			(105)
MHE Intermediate Holdings, LLC		0.50%	Revolver	07/21/2027			2,500			(74)
MRI Software, LLC		0.50%	Revolver	02/10/2026			2,215			(47)
Magnolia Wash Holdings		0.50%	Delayed Draw Term Loan	01/14/2024			363			(5)
Majesco		0.50%	Revolver	09/21/2026			1,575			(67)
Mammoth Holdings, LLC		0.50%	Revolver	10/16/2023			953			—
Mantech International CP		0.50%	Delayed Draw Term Loan	09/14/2024			87			(1)

F-20

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date	Unfunded Commitment			Fair Value
Mantech International CP		0.50%	Revolver	09/14/2028		$	45		$	(1)
Montana Buyer, Inc.		0.50%	Revolver	07/22/2028			466			(19)
mPulse Mobile, Inc.		1.00%	Delayed Draw Term Loan	02/17/2023			1,996			(72)
mPulse Mobile, Inc.		0.50%	Revolver	12/17/2027			353			(13)
Netwrix Corporation And Concept Searching, Inc.		0.50%	Delayed Draw Term Loan	06/09/2024			2,296			(124)
Netwrix Corporation And Concept Searching, Inc.		0.50%	Revolver	06/11/2029			431			(23)
Oak Purchaser, Inc.		0.50%	Delayed Draw Term Loan	04/28/2024			1,236			(25)
Oak Purchaser, Inc.		0.50%	Revolver	04/30/2029			372			(7)
Oakbridge Insurance Agency, LLC		1.00%	Delayed Draw Term Loan	03/31/2024			1,237			(52)
Oakbridge Insurance Agency, LLC		0.50%	Revolver	12/31/2026			44			(2)
Omni Intermediate Holdings, LLC		1.00%	Delayed Draw Term Loan	12/01/2023			732			(36)
Omni Intermediate Holdings, LLC		1.00%	Delayed Draw Term Loan	06/24/2024			173			(8)
Omni Intermediate Holdings, LLC		0.50%	Revolver	12/30/2025			1,065			(52)
PCX Holding Corp.		1.00%	Delayed Draw Term Loan	04/07/2024			416			(9)
PCX Holding Corp.		0.50%	Revolver	04/22/2027			1,296			(29)
PDFTron Systems, Inc.		0.50%	Revolver	07/15/2026			3,850			(152)
Patriot Growth Insurance Services, LLC		0.75%	Delayed Draw Term Loan	10/14/2023			5,446			(52)
Patriot Growth Insurance Services, LLC		0.50%	Revolver	10/16/2028			4,485			(43)
Peter C. Foy & Associates Insurance Services, LLC		1.00%	Delayed Draw Term Loan	12/14/2023			525			(26)
Peter C. Foy & Associates Insurance Services, LLC		0.50%	Revolver	11/01/2027			832			(41)
Pound Bidco, Inc.		0.50%	Revolver	01/30/2026			1,163			(3)
Pritchard Industries, LLC		1.00%	Delayed Draw Term Loan	10/13/2023			1,225			(70)
Procure Acquireco, Inc. (Procure Analytics)		0.50%	Delayed Draw Term Loan	02/20/2023			794			(31)
Procure Acquireco, Inc. (Procure Analytics)		0.50%	Revolver	12/01/2026			238			(9)
Project Boost Purchaser, LLC		1.00%	Delayed Draw Term Loan	05/02/2024			1,123			(10)
Project Boost Purchaser, LLC		0.50%	Revolver	05/02/2028			449			(4)
Promptcare Infusion Buyer, Inc.		1.00%	Delayed Draw Term Loan	09/01/2023			2,431			(100)
QW Holding Corporation		1.00%	Delayed Draw Term Loan	05/02/2024			1,226			(38)
QW Holding Corporation		0.50%	Revolver	08/31/2026			2,250			(70)
Recovery Point Systems, Inc.		0.50%	Revolver	08/12/2026			4,000			(21)
Redwood Services Group, LLC		—%	Delayed Draw Term Loan	12/22/2023			2,609			(113)
Revalize, Inc.		0.50%	Delayed Draw Term Loan	06/13/2023			693			(33)
Riskonnect Parent, LLC		0.50%	Delayed Draw Term Loan	07/07/2024			638			(6)
Securonix, Inc.		0.50%	Revolver	04/05/2028			3,782			(160)
Sherlock Buyer Corp.		1.00%	Delayed Draw Term Loan	02/08/2023			3,215			(91)
Sherlock Buyer Corp.		0.50%	Revolver	12/08/2027			1,286			(36)
Skykick, Inc.		1.00%	Delayed Draw Term Loan	03/01/2023			2,625			(24)
Smarsh, Inc.		1.00%	Delayed Draw Term Loan	02/18/2024			1,071			(35)
Smarsh, Inc.		0.50%	Revolver	02/16/2029			268			(9)
Sonny’s Enterprises, LLC		1.00%	Delayed Draw Term Loan	11/30/2022			9,311			(433)
Spectrio, LLC		1.00%	Delayed Draw Term Loan	01/30/2023			23,439			(579)

F-21

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date	Unfunded Commitment			Fair Value
Spectrio, LLC		0.50%	Revolver	12/09/2026		$	2,457		$	(61)
Spectrum Automotive Holdings Corp.		1.00%	Delayed Draw Term Loan	06/29/2023			1,247			(74)
Spectrum Automotive Holdings Corp.		1.00%	Delayed Draw Term Loan	06/29/2023			2,031			(120)
Spectrum Automotive Holdings Corp.		0.50%	Revolver	06/29/2027			881			(52)
Spotless Brands, LLC		1.00%	Delayed Draw Term Loan	07/25/2023			261			(4)
Spotless Brands, LLC		1.00%	Delayed Draw Term Loan	07/25/2023			366			(4)
Spotless Brands, LLC		0.50%	Revolver	07/25/2028			40			(1)
Stepping Stones Healthcare Services, LLC		1.00%	Delayed Draw Term Loan	01/14/2024			1,125			(60)
Stepping Stones Healthcare Services, LLC		0.50%	Revolver	12/30/2026			600			(32)
Summit Buyer, LLC		1.00%	Delayed Draw Term Loan	06/23/2023			5,985			(56)
Summit Buyer, LLC		0.50%	Revolver	01/14/2026			2,420			(23)
Suveto		1.00%	Delayed Draw Term Loan	09/09/2023			5,081			(144)
Suveto		0.50%	Revolver	09/09/2027			843			(24)
Sweep Purchaser, LLC		1.00%	Delayed Draw Term Loan	05/05/2024			377			(21)
Sweep Purchaser, LLC		0.50%	Revolver	11/30/2026			1,406			(78)
Syntax Systems Ltd		1.00%	Delayed Draw Term Loan	10/29/2023			9,356			(617)
Syntax Systems Ltd		0.50%	Revolver	10/29/2026			1,247			(82)
Tamarack Intermediate, LLC		1.00%	Revolver	03/13/2028			900			(45)
Tank Holding Corp.		0.50%	Revolver	03/31/2028			800			(35)
Thrive Buyer, Inc. (Thrive Networks)		1.00%	Delayed Draw Term Loan	02/30/2023			1,101			(28)
Thrive Buyer, Inc. (Thrive Networks)		0.50%	Revolver	01/22/2027			1,717			(43)
Triple Lift, Inc.		0.50%	Revolver	05/08/2028			2,467			(104)
Trunk Acquisition, Inc.		0.50%	Revolver	02/19/2026			857			(48)
Two Six Labs, LLC		0.50%	Delayed Draw Term Loan	08/20/2023			2,134			(63)
Two Six Labs, LLC		0.50%	Revolver	08/20/2027			2,134			(63)
United Flow Technologies Intermediate Holdco II, LLC		1.00%	Delayed Draw Term Loan	10/29/2023			1,252			(45)
United Flow Technologies Intermediate Holdco II, LLC		—%	Delayed Draw Term Loan	10/29/2023			10,000			(363)
United Flow Technologies Intermediate Holdco II, LLC		0.50%	Revolver	10/29/2026			3,000			(109)
UpStack, Inc.		1.00%	Delayed Draw Term Loan	08/26/2023			1,050			(7)
UpStack, Inc.		0.50%	Revolver	08/20/2027			875			(6)
V Global Holdings, LLC		0.50%	Revolver	12/22/2025			578			(29)
VRC Companies, LLC		1.00%	Delayed Draw Term Loan	01/06/2024			7,837			(113)
VRC Companies, LLC		0.50%	Revolver	06/29/2027			1,405			(20)
Valcourt Holdings II, LLC		1.00%	Delayed Draw Term Loan	01/07/2023			1,121			(32)
Vardiman Black Holdings, LLC		0.50%	Delayed Draw Term Loan	03/18/2024			449			(25)
Vessco Midco Holdings, LLC		0.50%	Revolver	10/18/2026			388			(7)
World Insurance Associates, LLC		0.50%	Revolver	04/01/2026			920			(31)
Zarya Intermediate, LLC		0.50%	Revolver	07/01/2027			3,649			—
Total First Lien Debt Unfunded Commitments						$	329,673		$	(10,266)

F-22

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
First Lien Debt
Aerospace and Defense
Jonathan Acquisition Company	(5)(7)	L + 5.00%		6.00%	12/22/2026		2,739		$	2,671		$	2,671		0.22%
PCX Holding Corp.	(5)(6)(7)	L + 6.25%		7.25%	04/22/2027		18,417			18,250			18,417		1.55
PCX Holding Corp.	(5)(7)(13)	L + 6.25%		7.25%	04/22/2027		7,386			7,309			7,386		0.62
PCX Holding Corp.	(5)(7)(13)	L + 6.25%		7.25%	04/22/2027		—			(16)			—		0.00
Two Six Labs, LLC	(5)(8)	L + 5.50%		6.25%	08/20/2027		11,070			10,859			10,960		0.92
Two Six Labs, LLC	(5)(8)(13)	L + 5.50%		6.25%	08/20/2027		—			(40)			(43)		0.00
Two Six Labs, LLC	(5)(8)(13)	L + 5.50%		6.25%	08/20/2027		—			(40)			(21)		0.00
										38,993			39,370		3.31
Air Freight & Logistics
Omni Intermediate Holdings, LLC	(5)(7)	L + 5.00%		6.00%	12/30/2026		10,621			10,516			10,516		0.88
Omni Intermediate Holdings, LLC	(5)(7)(13)	L + 5.00%		6.00%	12/30/2026		1,195			1,176			1,176		0.10
Omni Intermediate Holdings, LLC	(5)(7)(13)	L + 5.00%		6.00%	12/30/2025		266			256			256		0.02
										11,948			11,948		1.01
Auto Components
CC SAG Holdings Corp. (Spectrum Automotive)	(5)(6)(8)	L + 5.75%		6.50%	06/29/2028		23,890			23,553			23,613		1.99
CC SAG Holdings Corp. (Spectrum Automotive)	(5)(8)(13)	L + 5.75%		6.50%	06/29/2028		2,167			2,105			2,091		0.18
CC SAG Holdings Corp. (Spectrum Automotive)	(5)(8)(13)	L + 5.75%		6.50%	06/29/2027		—			(12)			(10)		0.00
Sonny’s Enterprises, Inc.	(5)(7)	L + 5.50%		6.50%	08/05/2026		7,075			6,938			6,938		0.58
Sonny’s Enterprises, Inc.	(5)(6)(7)	L + 6.75%		7.75%	08/05/2026		5,414			5,321			5,321		0.45
Sonny’s Enterprises, Inc.	(5)(7)(13)	L + 6.75%		7.75%	08/05/2026		14,447			14,203			14,203		1.19
Sonny’s Enterprises, Inc.	(5)(7)(13)	L + 5.50%		6.50%	08/05/2026		—			(410)			(410)		(0.03)
										51,698			51,746		4.35
Automobiles
ARI Network Services, Inc.	(5)(6)(7)	L + 6.50%		7.50%	02/28/2025		20,931			20,563			20,767		1.75
ARI Network Services, Inc.	(5)(6)(7)(13)	L + 6.50%		7.50%	02/28/2025		3,667			3,603			3,639		0.31
ARI Network Services, Inc.	(5)(7)(13)	L + 6.50%		7.50%	02/28/2025		1,333			1,281			1,310		0.11
Summit Buyer, LLC	(5)(7)	L + 5.00%		6.00%	01/14/2026		22,344			21,923			22,167		1.86
Summit Buyer, LLC	(5)(7)(13)	L + 5.00%		6.00%	01/14/2026		18,887			18,416			18,630		1.57
Summit Buyer, LLC	(5)(7)(13)	L + 5.00%		6.00%	01/14/2026		—			(43)			(19)		0.00
Turbo Buyer, Inc.	(5)(7)	L + 6.00%		7.00%	12/02/2025		38,325			37,645			37,580		3.16
Turbo Buyer, Inc.	(5)(7)(13)	L + 6.00%		7.00%	12/02/2025		36,890			36,086			36,142		3.04
Vehlo Purchaser, LLC	(5)(8)	L + 5.00%		5.75%	08/27/2027		27,154			26,638			26,725		2.25
Vehlo Purchaser, LLC	(5)(8)(13)	L + 5.00%		5.75%	08/27/2027		7,875			7,614			7,568		0.64
Vehlo Purchaser, LLC	(5)(8)(13)	L + 5.00%		5.75%	08/27/2027		1,167			1,057			1,074		0.09
										174,783			175,583		14.77
Biotechnology
GraphPad Software, LLC	(5)(6)(7)	L + 5.50%		6.50%	04/27/2027		15,110			14,971			14,971		1.26
GraphPad Software, LLC	(5)(7)(13)	L + 6.00%		7.00%	04/27/2027		—			(16)			(16)		0.00
										14,955			14,955		1.26
Commercial Services & Supplies
365 Retail Markets, LLC	(5)(7)	L + 4.75%		5.75%	12/23/2026		17,456			17,167			17,238		1.45
365 Retail Markets, LLC	(5)(7)(13)	L + 4.75%		5.75%	12/23/2026		—			(34)			(34)		0.00

F-24

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
365 Retail Markets, LLC	(5)(7)(13)	L + 4.75%		5.75%	12/23/2026		800		$	754		$	765		0.06%
Capstone Acquisition Holdings, Inc.	(5)(6)(7)	L + 4.75%		5.75%	11/12/2027		3,460			3,433			3,460		0.29
Capstone Acquisition Holdings, Inc.	(5)(7)(13)	L + 4.75%		5.75%	11/12/2027		194			191			194		0.02
Encore Holdings, LLC	(5)(8)	L + 4.50%		5.25%	11/23/2028		1,868			1,836			1,836		0.15
Encore Holdings, LLC	(5)(8)(13)	L + 4.50%		5.25%	11/23/2028		512			477			477		0.04
Encore Holdings, LLC	(5)(8)(13)	L + 4.50%		5.25%	11/23/2027		—			(9)			(9)		0.00
FLS Holding, Inc.	(5)(7)(10)	L + 5.25%		6.25%	12/17/2028		28,750			28,178			28,178		2.37
FLS Holding, Inc.	(5)(7)(10)(13)	L + 5.25%		6.25%	12/17/2028		—			(62)			(62)		(0.01)
FLS Holding, Inc.	(5)(7)(10)(13)	L + 5.25%		6.25%	12/17/2027		—			(50)			(50)		0.00
KWOR Acquisition, Inc.	(5)(8)	L + 5.25%		6.00%	12/22/2028		878			865			865		0.07
KWOR Acquisition, Inc.	(5)(13)	P + 4.25%		7.50%	12/22/2027		12			10			10		0.00
MHE Intermediate Holdings, LLC	(5)(6)(7)	L + 5.75%		6.75%	07/21/2027		28,678			28,139			28,392		2.39
MHE Intermediate Holdings, LLC	(5)(7)(13)	L + 5.75%		6.75%	07/21/2027		2,160			2,104			2,122		0.18
MHE Intermediate Holdings, LLC	(5)(7)(13)	L + 5.75%		6.75%	07/21/2027		—			(46)			(25)		0.00
PDFTron US Acquisition Corp.	(5)(6)(7)(10)	L + 5.50%		6.50%	07/15/2027		30,723			30,226			29,894		2.52
PDFTron US Acquisition Corp.	(5)(7)(10)(13)	L + 5.50%		6.50%	07/15/2027		6,160			6,044			5,896		0.50
PDFTron US Acquisition Corp.	(5)(7)(10)(13)	L + 5.50%		6.50%	07/15/2026		—			(140)			(208)		(0.02)
Pritchard Industries, LLC	(5)(8)	L + 5.50%		6.25%	10/13/2027		25,789			25,289			25,289		2.13
Pritchard Industries, LLC	(5)(8)(13)	L + 5.50%		6.25%	10/13/2027		—			(59)			(59)		0.00
Procure Acquireco, Inc. (Procure Analytics)	(5)(8)	L + 5.50%		6.25%	12/20/2028		3,968			3,889			3,889		0.33
Procure Acquireco, Inc. (Procure Analytics)	(5)(8)(13)	L + 5.50%		6.25%	12/20/2028		—			(8)			(8)		0.00
Procure Acquireco, Inc. (Procure Analytics)	(5)(8)(13)	L + 5.50%		6.25%	12/20/2028		—			(5)			(5)		0.00
Sherlock Buyer Corp.	(5)(8)	L + 5.75%		6.50%	12/08/2028		11,145			10,923			10,923		0.92
Sherlock Buyer Corp.	(5)(8)(13)	L + 5.75%		6.50%	12/08/2028		—			(32)			(32)		0.00
Sherlock Buyer Corp.	(5)(8)(13)	L + 5.75%		6.50%	12/08/2027		—			(25)			(25)		0.00
Sweep Purchaser, LLC	(5)(7)	L + 5.75%		6.75%	11/30/2026		8,793			8,644			8,644		0.73
Sweep Purchaser, LLC	(5)(7)(13)	L + 5.75%		6.75%	11/30/2026		5,029			4,942			4,942		0.42
Sweep Purchaser, LLC	(5)(13)	P + 4.75%		8.00%	11/30/2026		450			427			427		0.04
United Flow Technologies Intermediate Holdco II, LLC	(5)(7)	L + 5.75%		6.75%	10/29/2027		17,100			16,766			16,766		1.41
United Flow Technologies Intermediate Holdco II, LLC	(5)(7)(13)	L + 5.75%		6.75%	10/29/2027		2,400			2,280			2,280		0.19
United Flow Technologies Intermediate Holdco II, LLC	(5)(7)(13)	L + 5.75%		6.75%	10/29/2026		—			(58)			(58)		0.00
US Infra Svcs Buyer, LLC	(5)(6)(7)	L + 6.50%		7.50%	04/13/2026		16,991			16,734			16,903		1.42
US Infra Svcs Buyer, LLC	(5)(7)(13)	L + 6.50%		7.50%	04/13/2026		2,398			2,246			2,343		0.20
US Infra Svcs Buyer, LLC	(5)(7)(13)	L + 6.50%		7.50%	04/13/2026		2,025			1,993			2,013		0.17
Valcourt Holdings II, LLC	(5)(6)(7)	L + 5.50%		6.50%	01/07/2027		35,431			34,816			35,431		2.98
Valcourt Holdings II, LLC	(5)(7)(13)	L + 5.50%		6.50%	01/07/2027		2,521			2,405			2,521		0.21
Vessco Midco Holdings, LLC	(5)(6)(7)	L + 4.50%		5.50%	11/02/2026		2,735			2,713			2,735		0.23
Vessco Midco Holdings, LLC	(5)(7)(13)	L + 4.50%		5.50%	11/02/2026		1,472			1,457			1,472		0.12
Vessco Midco Holdings, LLC	(5)(13)	P + 3.50%		6.75%	10/18/2026		20			16			20		0.00
VRC Companies, LLC	(5)(6)(8)	L + 5.50%		6.25%	06/29/2027		49,335			48,644			48,921		4.12
VRC Companies, LLC	(5)(6)(8)(13)	L + 5.50%		6.25%	06/29/2027		3,263			3,148			3,193		0.27
VRC Companies, LLC	(5)(8)(13)	L + 5.50%		6.25%	06/29/2027		—			(23)			(14)		0.00
										306,205			307,450		25.87

F-25

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Construction & Engineering
KPSKY Acquisition, Inc.	(5)(8)	L + 5.50%		6.25%	10/19/2028		34,557		$	33,882		$	33,882		2.85%
KPSKY Acquisition, Inc.	(5)(13)	P + 4.50%		7.75%	10/19/2028		1,975			1,917			1,917		0.16
										35,799			35,799		3.01
Containers & Packaging
BP Purchaser, LLC	(5)(8)	L + 5.50%		6.25%	12/10/2028		17,467			17,120			17,120		1.44
Fortis Solutions Group, LLC	(5)(8)	L + 5.50%		6.25%	10/13/2028		19,430			19,051			19,051		1.60
Fortis Solutions Group, LLC	(5)(8)(13)	L + 5.50%		6.25%	10/13/2028		—			(76)			(76)		(0.01)
Fortis Solutions Group, LLC	(5)(8)(13)	L + 5.50%		6.25%	10/15/2027		—			(52)			(52)		0.00
										36,043			36,043		3.03
Distributors
PT Intermediate Holdings III, LLC	(5)(8)	L + 5.50%		6.25%	11/01/2028		17,400			17,228			17,228		1.45
PT Intermediate Holdings III, LLC	(5)(8)(13)	L + 5.50%		6.25%	11/01/2028		11,521			11,408			11,408		0.96
										28,636			28,636		2.41
Diversified Consumer Services
Mammoth Holdings, LLC	(5)(6)(7)	L + 6.00%		7.00%	10/16/2023		8,117			8,058			8,117		0.68
Mammoth Holdings, LLC	(5)(7)(13)	L + 6.00%		7.00%	10/16/2023		28,858			28,590			28,858		2.43
Mammoth Holdings, LLC	(5)(7)(13)	L + 6.00%		7.00%	10/16/2023		—			(6)			—		0.00
										36,642			36,975		3.11
Diversified Financial Services
SitusAMC Holdings Corporation	(5)(8)	L + 5.75%		6.50%	12/22/2027		3,600			3,564			3,564		0.30
Food Products
AMCP Pet Holdings, Inc. (Brightpet)	(5)(6)(7)	L + 6.25%		7.25%	10/05/2026		33,825			32,969			33,527		2.82
AMCP Pet Holdings, Inc. (Brightpet)	(5)(7)(13)	L + 6.25%		7.25%	10/05/2026		—			(119)			(44)		0.00
AMCP Pet Holdings, Inc. (Brightpet)	(5)(7)(13)	L + 6.25%		7.25%	10/05/2026		3,938			3,796			3,886		0.33
Nellson Nutraceutical, Inc.	(5)(6)(7)	L + 5.25%		6.25%	12/23/2023		24,606			24,292			24,606		2.07
Nellson Nutraceutical, Inc.	(5)(6)	P + 4.25%		7.50%	12/23/2023		66			65			66		0.01
Teasdale Foods, Inc. (Teasdale Latin Foods)	(5)(7)	L + 6.25%; 1.00% PIK		8.25%	12/18/2025		11,148			10,965			10,029		0.84
										71,968			72,070		6.06
Health Care Equipment & Supplies
Performance Health Holdings, Inc.	(5)(6)(7)	L + 6.00%		7.00%	07/12/2027		10,474			10,278			10,474		0.88
Health Care Providers & Services
Bearcat Buyer, Inc.	(5)(6)(7)	L + 4.75%		5.75%	07/09/2026		6,843			6,700			6,843		0.58
Bearcat Buyer, Inc.	(5)(7)(13)	L + 4.75%		5.75%	07/09/2026		6,262			6,122			6,262		0.53
DCA Investment Holdings, LLC	(5)(6)(8)	L + 6.25%		7.00%	03/12/2027		11,175			11,027			11,175		0.94
DCA Investment Holdings, LLC	(5)(8)(13)	L + 6.25%		7.00%	03/12/2027		1,079			1,053			1,079		0.09
Heartland Veterinary Partners, LLC	(5)(7)	L + 4.75%		5.75%	12/10/2026		1,885			1,866			1,866		0.16
Heartland Veterinary Partners, LLC	(5)(7)(13)	L + 4.75%		5.75%	12/10/2026		424			383			383		0.03
Heartland Veterinary Partners, LLC	(5)(7)(13)	L + 4.75%		5.75%	12/10/2026		—			(4)			(4)		0.00
mPulse Mobile, Inc.	(5)(8)	L + 5.25%		6.00%	12/17/2027		17,500			17,152			17,152		1.44
mPulse Mobile, Inc.	(5)(8)(13)	L + 5.25%		6.00%	12/17/2027		—			(20)			(20)		0.00
mPulse Mobile, Inc.	(5)(8)(13)	L + 5.25%		6.00%	12/17/2027		—			(10)			(10)		0.00
Promptcare Infusion Buyer, Inc.	(5)(7)	L + 6.00%		7.00%	09/01/2027		9,165			8,990			8,948		0.75

F-26

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Promptcare Infusion Buyer, Inc.	(5)(7)(13)	L + 6.00%		7.00%	09/01/2027		837		$	792		$	745		0.06%
Suveto Buyer, LLC	(5)(8)(13)	L + 4.25%		5.00%	09/09/2027		7,755			7,643			7,608		0.64
Suveto Buyer, LLC	(5)(13)	P + 3.25%		6.50%	09/09/2027		590			575			575		0.05
										62,269			62,602		5.27
Health Care Technology
Lightspeed Buyer, Inc.	(5)(6)(7)	L + 5.75%		6.75%	02/03/2026		12,797			12,506			12,229		1.03
Lightspeed Buyer, Inc.	(5)(7)(13)	L + 5.75%		6.75%	02/03/2026		9,328			9,056			8,734		0.73
										21,562			20,963		1.76
Industrial Conglomerates
Electrical Source Holdings LLC	(5)(6)(8)	L + 5.50%		6.25%	11/25/2025		29,550			29,330			29,550		2.49
Electrical Source Holdings LLC	(5)(6)(8)(13)	L + 5.50%		6.25%	11/25/2025		6,538			6,449			6,538		0.55
Electrical Source Holdings LLC	(5)(8)(13)	L + 5.50%		6.25%	11/25/2025		197			179			197		0.02
										35,958			36,285		3.05
Insurance
Foundation Risk Partners, Corp.	(5)(8)	L + 5.75%		6.50%	10/29/2028		43,291			42,654			42,654		3.59
Foundation Risk Partners, Corp.	(5)(8)(13)	L + 5.75%		6.50%	10/29/2028		5,378			5,269			5,269		0.44
Foundation Risk Partners, Corp.	(5)(8)(13)	L + 5.75%		6.50%	10/29/2027		—			(67)			(67)		(0.01)
Galway Borrower, LLC	(5)(8)	L + 5.25%		6.00%	09/29/2028		26,722			26,203			26,260		2.21
Galway Borrower, LLC	(5)(8)(13)	L + 5.25%		6.00%	09/29/2028		1,843			1,766			1,736		0.15
Galway Borrower, LLC	(5)(8)(13)	L + 5.25%		6.00%	09/30/2027		—			(39)			(35)		0.00
Higginbotham Insurance Agency, Inc.	(5)(6)(8)	L + 5.50%		6.25%	11/25/2026		14,558			14,374			14,413		1.21
Higginbotham Insurance Agency, Inc.	(5)(8)(13)	L + 5.50%		6.25%	11/25/2026		4,110			4,055			4,069		0.34
High Street Buyer, Inc.	(5)(6)(8)	L + 6.00%		6.75%	04/14/2028		10,093			9,908			10,093		0.85
High Street Buyer, Inc.	(5)(6)(8)(13)	L + 6.00%		6.75%	04/14/2028		37,138			36,402			37,138		3.12
High Street Buyer, Inc.	(5)(8)(13)	L + 6.00%		6.75%	04/16/2027		—			(38)			—		0.00
Integrity Marketing Acquisition, LLC	(5)(6)(8)(13)	L + 5.50%		6.25%	08/27/2025		58,911			58,193			58,193		4.90
Integrity Marketing Acquisition, LLC	(5)(7)(13)	L + 5.75%		6.75%	08/27/2025		24,849			24,545			24,545		2.07
Keystone Agency Investors	(5)(7)	L + 5.50%		6.50%	05/03/2027		2,003			1,973			1,974		0.17
Keystone Agency Investors	(5)(7)(13)	L + 5.50%		6.50%	05/03/2027		—			(38)			(38)		0.00
Majesco	(5)(6)(7)	L + 7.25%		8.25%	09/21/2027		23,660			23,104			23,660		1.99
Majesco	(5)(7)(13)	L + 7.25%		8.25%	09/21/2026		—			(37)			—		0.00
Patriot Growth Insurance Services, LLC	(5)(6)(8)	L + 5.50%		6.25%	10/14/2028		45,812			44,918			44,918		3.78
Patriot Growth Insurance Services, LLC	(5)(7)(13)	L + 5.75%		6.75%	10/16/2028		—			(171)			(171)		(0.01)
Patriot Growth Insurance Services, LLC	(5)(8)(13)	L + 5.50%		6.25%	10/14/2027		—			(86)			(86)		(0.01)
Peter C. Foy & Associates Insurance Services, LLC	(5)(8)	L + 6.00%		6.75%	11/01/2028		17,972			17,796			17,796		1.50
Peter C. Foy & Associates Insurance Services, LLC	(5)(8)(13)	L + 6.00%		6.75%	11/01/2028		3,433			3,392			3,392		0.29
Peter C. Foy & Associates Insurance Services, LLC	(5)(8)(13)	L + 6.00%		6.75%	11/01/2027		—			(8)			(8)		0.00
RSC Acquisition, Inc.	(5)(6)(8)	L + 5.50%		6.25%	10/30/2026		18,667			18,287			18,484		1.56
RSC Acquisition, Inc.	(5)(8)(13)	L + 5.50%		6.25%	10/30/2026		5,911			5,772			5,772		0.49
World Insurance Associates, LLC	(5)(6)(7)	L + 5.75%		6.75%	04/01/2026		33,658			32,601			32,996		2.78
World Insurance Associates, LLC	(5)(6)(7)(13)	L + 5.75%		6.75%	04/01/2026		31,487			30,671			30,868		2.60
World Insurance Associates, LLC	(5)(7)(13)	L + 5.75%		6.75%	04/01/2026		95			74			70		0.01
										401,473			403,895		33.98

F-27

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Interactive Media & Services
FMG Suite Holdings, LLC	(5)(7)	L + 5.50%		6.50%	10/30/2026		22,253		$	21,854		$	22,171		1.87%
FMG Suite Holdings, LLC	(5)(7)(13)	L + 5.50%		6.50%	10/30/2026		—			(92)			(19)		0.00
FMG Suite Holdings, LLC	(5)(7)(13)	L + 5.50%		6.50%	10/30/2026		—			(46)			(10)		0.00
MSM Acquisitions, Inc.	(5)(6)(7)	L + 6.00%		7.00%	12/09/2026		31,890			31,412			31,571		2.66
MSM Acquisitions, Inc.	(5)(7)(13)	L + 6.00%		7.00%	12/09/2026		9,782			9,488			9,419		0.79
MSM Acquisitions, Inc.	(5)(13)	P + 5.00%		8.25%	12/09/2026		365			300			326		0.03
Triple Lift, Inc.	(5)(6)(8)	L + 5.75%		6.50%	05/08/2028		27,860			27,345			27,604		2.32
Triple Lift, Inc.	(5)(8)(13)	L + 5.75%		6.50%	05/08/2028		—			(72)			(37)		0.00
										90,189			91,025		7.66
IT Services
Atlas Purchaser, Inc.	(6)(8)	L + 5.25%		6.00%	05/08/2028		17,413			17,090			17,064		1.44
Donuts, Inc.	(5)(6)(7)	L + 6.00%		7.00%	12/29/2026		18,563			18,237			18,563		1.56
Govbrands Intermediate, Inc.	(5)(6)(8)	L + 5.50%		6.25%	08/04/2027		40,162			39,214			39,214		3.30
Govbrands Intermediate, Inc.	(5)(8)(13)	L + 5.50%		6.25%	08/04/2027		9,059			8,795			8,795		0.74
Govbrands Intermediate, Inc.	(5)(8)(13)	L + 5.50%		6.25%	08/04/2027		—			(99)			(99)		(0.01)
Recovery Point Systems, Inc.	(5)(6)(7)	L + 6.50%		7.50%	08/12/2026		41,475			40,805			41,475		3.49
Recovery Point Systems, Inc.	(5)(7)(13)	L + 6.50%		7.50%	08/12/2026		—			(61)			—		0.00
Syntax Systems Ltd	(5)(8)(10)	L + 5.50%		6.25%	10/29/2028		35,811			35,460			35,460		2.98
Syntax Systems Ltd	(5)(8)(10)(13)	L + 5.50%		6.25%	10/29/2028		—			(91)			(91)		(0.01)
Syntax Systems Ltd	(5)(8)(10)(13)	L + 5.50%		6.25%	10/29/2026		1,637			1,601			1,601		0.13
Thrive Buyer, Inc. (Thrive Networks)	(5)(6)(7)	L + 6.00%		7.00%	01/22/2027		20,770			20,402			20,402		1.72
Thrive Buyer, Inc. (Thrive Networks)	(5)(7)(13)	L + 6.00%		7.00%	01/22/2027		8,031			7,763			7,763		0.65
Thrive Buyer, Inc. (Thrive Networks)	(5)(7)(13)	L + 6.00%		7.00%	01/22/2027		—			(35)			(35)		0.00
Upstack Holdco, Inc.	(5)(7)	L + 6.00%		7.00%	08/20/2027		9,844			9,609			9,635		0.81
Upstack Holdco, Inc.	(5)(7)(13)	L + 6.00%		7.00%	08/20/2027		3,325			3,223			3,232		0.27
Upstack Holdco, Inc.	(5)(7)(13)	L + 6.00%		7.00%	08/20/2027		—			(23)			(19)		0.00
										201,890			202,960		17.08
Leisure Products
GSM Acquisition Corp. (GSM Outdoors)	(5)(6)(7)	L + 5.00%		6.00%	11/16/2026		47,701			47,196			47,701		4.01
GSM Acquisition Corp. (GSM Outdoors)	(5)(7)(13)	L + 5.00%		6.00%	11/16/2026		7,199			7,096			7,199		0.61
										54,292			54,900		4.62
Machinery
Answer Target Holdco, LLC	(5)(7)	L + 6.00%		7.00%	12/30/2026		10,827			10,611			10,611		0.89
Answer Target Holdco, LLC	(5)(7)(13)	L + 6.00%		7.00%	12/30/2026		—			(16)			(16)		0.00
Komline-Sanderson Group, Inc.	(5)(9)	L + 6.00%		6.50%	03/17/2026		16,798			16,643			16,462		1.39
Komline-Sanderson Group, Inc.	(5)(9)(13)	L + 6.00%		6.50%	03/17/2026		19,263			19,090			18,877		1.59
Komline-Sanderson Group, Inc.	(5)(9)(13)	L + 6.00%		6.50%	03/17/2026		2,294			2,254			2,199		0.19
										48,582			48,133		4.05
Multi-Utilities
AWP Group Holdings, Inc.	(5)(6)(7)	L + 4.75%		5.75%	12/22/2027		899			888			899		0.08
AWP Group Holdings, Inc.	(5)(7)(13)	L + 4.75%		5.75%	12/22/2027		132			129			132		0.01
AWP Group Holdings, Inc.	(5)(7)(13)	L + 4.75%		5.75%	12/22/2026		43			41			43		0.00
Ground Penetrating Radar Systems, LLC	(5)(6)(7)	L + 4.75%		5.75%	06/26/2026		8,771			8,619			8,771		0.74

F-28

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Ground Penetrating Radar Systems, LLC	(5)(7)(13)	L + 4.75%		5.75%	06/26/2025		755		$	728		$	755		0.06%
										10,405			10,600		0.89
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(5)(6)(7)	L + 6.25%		7.25%	03/10/2027		18,806			18,428			18,806		1.58
Abacus Data Holdings, Inc. (AbacusNext)	(5)(7)(13)	L + 6.25%		7.25%	03/10/2027		—			(34)			—		0.00
Abacus Data Holdings, Inc. (AbacusNext)	(5)(7)(13)	L + 6.25%		7.25%	03/10/2027		210			181			210		0.02
Bullhorn, Inc.	(5)(6)(7)	L + 5.75%		6.75%	09/30/2026		9,675			9,573			9,629		0.81
Bullhorn, Inc.	(5)(7)(13)	L + 5.75%		6.75%	09/30/2026		—			(25)			(25)		0.00
Bullhorn, Inc.	(5)(7)(13)	L + 5.75%		6.75%	09/30/2026		—			(6)			(3)		0.00
Citrin Cooperman Advisors, LLC	(5)(8)	L + 5.00%		5.75%	10/01/2027		20,176			19,787			19,787		1.66
Citrin Cooperman Advisors, LLC	(5)(8)(13)	L + 5.00%		5.75%	10/01/2027		—			(83)			(83)		(0.01)
Citrin Cooperman Advisors, LLC	(5)(8)(13)	L + 5.00%		5.75%	10/01/2027		—			(469)			(469)		(0.04)
IQN Holding Corp., dba Beeline	(5)(6)(7)	L + 5.50%		6.50%	08/20/2024		44,355			44,205			44,355		3.73
IQN Holding Corp., dba Beeline	(5)(7)(13)	L + 5.50%		6.50%	08/21/2023		—			(10)			—		0.00
										91,547			92,207		7.76
Real Estate Management & Development
Associations, Inc.	(5)(6)(7)	L + 4.00%; 2.50% PIK		7.50%	07/02/2027		15,853			15,706			15,853		1.33
Associations, Inc.	(5)(7)(13)	L + 4.00%; 2.50% PIK		7.50%	07/02/2027		2,723			2,698			2,723		0.23
Associations, Inc.	(5)(7)(13)	L + 6.50%		7.50%	07/02/2027		11,187			11,083			11,187		0.94
Associations, Inc.	(5)(7)(13)	L + 6.50%		7.50%	07/02/2027		—			(17)			—		0.00
MRI Software, LLC	(5)(7)	L + 5.50%		6.50%	02/10/2026		49,090			48,603			49,090		4.13
MRI Software, LLC	(5)(6)(7)(13)	L + 5.50%		6.50%	02/10/2026		362			338			362		0.03
MRI Software, LLC	(5)(7)(13)	L + 5.50%		6.50%	02/10/2026		—			(15)			—		0.00
Zarya Intermediate, LLC	(5)(6)(7)	L + 6.50%		7.50%	07/01/2027		24,500			24,043			24,500		2.06
Zarya Intermediate, LLC	(5)(7)(13)	L + 6.50%		7.50%	07/01/2027		19,250			18,884			19,250		1.62
Zarya Intermediate, LLC	(5)(7)(13)	L + 6.50%		7.50%	07/01/2027		—			(86)			—		0.00
										121,237			122,965		10.35
Software
Alert Media, Inc.	(5)(6)(7)	L + 5.00%		6.00%	04/12/2027		14,000			13,811			13,657		1.15
Alert Media, Inc.	(5)(7)(13)	L + 5.00%		6.00%	04/10/2026		—			(22)			(43)		0.00
Appfire Technologies, LLC	(5)(7)	L + 5.50%		6.50%	03/09/2027		4,663			4,643			4,663		0.39
Appfire Technologies, LLC	(5)(7)(13)	L + 5.50%		6.50%	03/09/2027		—			(59)			—		0.00
Assembly Intermediate, LLC	(5)(7)	L + 7.00%		8.00%	10/19/2027		20,741			20,337			20,337		1.71
Assembly Intermediate, LLC	(5)(7)(13)	L + 7.00%		8.00%	10/19/2027		1,244			1,182			1,182		0.10
Assembly Intermediate, LLC	(5)(7)(13)	L + 7.00%		8.00%	10/19/2027		—			(40)			(40)		0.00
CLEO Communications Holding, LLC	(5)(6)(7)	L + 6.75%		7.75%	06/09/2027		39,998			39,628			39,366		3.31
CLEO Communications Holding, LLC	(5)(7)(13)	L + 6.75%		7.75%	06/09/2027		—			(113)			(197)		(0.02)
Cordeagle US Finco, Inc.	(5)(7)(10)	L + 6.75%		7.75%	07/30/2027		18,200			17,856			18,200		1.53
Cordeagle US Finco, Inc.	(5)(7)(10)(13)	L + 6.75%		7.75%	07/30/2027		—			(52)			—		0.00
Diligent Corporation	(5)(6)(7)	L + 5.75%		6.75%	08/04/2025		27,790			27,555			27,790		2.34
Diligent Corporation	(5)(6)(7)(13)	L + 5.75%		6.75%	08/04/2025		860			826			860		0.07
Diligent Corporation	(5)(7)(13)	L + 5.75%		6.75%	08/04/2025		—			(37)			—		0.00
GS AcquisitionCo, Inc.	(5)(6)(7)	L + 5.75%		6.75%	05/22/2026		69,710			69,108			69,361		5.84

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TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)
September 30, 2022
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Maturity Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
GS AcquisitionCo, Inc.	(5)(7)(13)	L + 5.75%		6.75%	05/22/2026		—		$	(26)		$	(54)		0.00%
GS AcquisitionCo, Inc.	(5)(7)(13)	L + 5.75%		6.75%	05/22/2026		1,149			1,125			1,137		0.10
Gurobi Optimization, LLC	(5)(6)(7)	L + 5.00%		6.00%	12/19/2023		13,226			13,139			13,226		1.11
Gurobi Optimization, LLC	(5)(7)(13)	L + 5.00%		6.00%	12/19/2023		—			(10)			—		0.00
Pound Bidco, Inc.	(5)(6)(7)(10)	L + 6.50%		7.50%	01/30/2026		9,012			8,854			8,854		0.74
Pound Bidco, Inc.	(5)(6)(7)(10)(13)	L + 6.50%		7.50%	01/30/2026		—			(19)			(19)		0.00
Revalize, Inc.	(5)(7)(13)	L + 5.25%		6.25%	04/15/2027		19,715			19,570			19,512		1.64
Revalize, Inc.	(5)(7)(13)	L + 5.25%		6.25%	04/15/2027		—			(1)			(1)		0.00
Skykick, Inc.	(5)(7)	L + 7.25%		8.25%	09/01/2027		6,300			6,149			6,149		0.52
Skykick, Inc.	(5)(7)(13)	L + 7.25%		8.25%	09/01/2027		—			(31)			(31)		0.00
Trunk Acquisition, Inc.	(5)(7)	L + 6.00%		7.00%	02/19/2027		9,143			9,052			9,052		0.76
Trunk Acquisition, Inc.	(5)(7)(13)	L + 6.00%		7.00%	02/19/2026		—			(9)			(9)		0.00
										252,416			252,952		21.28
Total First Lien Debt									$	2,213,332		$	2,224,100		187.12%
Second Lien Debt
Auto Components
PAI Holdco, Inc.	(5)(7)	L + 5.50%, 2.00% PIK		8.50%	10/28/2028		25,509			24,843			25,509		2.15
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(5)(9)	L + 7.00%		7.50%	03/02/2029		17,000			16,931			17,000		1.43
Infinite Bidco, LLC	(5)(9)(13)	L + 7.00%		7.50%	03/02/2029		—			(19)			—		0.00
										16,912			17,000		1.43
Energy Equipment & Services
QBS Parent, Inc.	(5)	L + 8.50%		8.72%	09/21/2026		15,000			14,769			14,748		1.24
Health Care Providers & Services
Heartland Veterinary Partners, LLC	(5)(7)	L + 8.00%		9.00%	12/10/2027		3,960			3,881			3,882		0.33
Heartland Veterinary Partners, LLC	(5)(7)(13)	L + 8.00%		9.00%	12/10/2027		585			574			574		0.05
										4,455			4,456		0.37
Industrial Conglomerates
Aptean, Inc.	(5)(8)	L + 7.00%		7.75%	04/23/2027		5,950			5,950			5,950		0.50
IT Services
Help/Systems Holdings, Inc.	(5)(8)	L + 6.75%		7.50%	11/19/2027		17,500			17,500			17,500		1.47
Idera, Inc.	(5)(8)	L + 6.75%		7.50%	03/02/2029		3,887			3,860			3,887		0.33
Red Dawn SEI Buyer, Inc.	(5)(7)	L + 8.50%		9.50%	11/20/2026		19,000			18,584			19,000		1.60
										39,944			40,387		3.40
Software
Flexera Software, LLC	(5)(7)	L + 7.00%		8.00%	03/03/2029		13,500			13,251			13,500		1.14
Total Second Lien Debt									$	120,124		$	121,550		10.23%
Other Securities
Unsecured Debt
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(5)(11)	16.25% PIK			06/18/2026		1,800		$	1,777		$	1,350		0.11%
Total Unsecured Debt									$	1,777		$	1,350		0.11%

F-30

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Audited)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread		Acquisition Date	Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Preferred Equity
Diligent Corporation	(5)(12)		10.50%	04/05/2021		5,000		$	5,143		$	5,295		0.45%
Integrity Marketing Acquisition, LLC	(5)(12)		10.50%	12/22/2021		3,250,000			3,185			3,185		0.27
Revalize, Inc.	(5)(12)		11.00%	12/14/2021		1,500			1,470			1,470		0.12
Skykick, Inc.	(5)(12)			08/31/2021		134,101			1,275			1,298		0.11
Total Preferred Equity									11,073			11,248		0.95
Common Equity
Abacus Data Holdings, Inc. (AbacusNext)	(5)(12)			07/12/2021		29,441			2,944			2,714		0.23
BP Purchaser, LLC	(5)(12)			12/10/2021		1,233,333			1,233			1,233		0.10
CSC Thrive Holdings, LP (Thrive Networks)	(5)(12)			03/01/2021		160,016			411			531		0.04
Encore Holdings, LLC	(5)(12)			11/23/2021		2,391			275			275		0.02
GSM Equity Investors, LP (GSM Outdoors)	(5)(12)			11/16/2020		4,500			450			1,242		0.10
Help HP SCF Investor, LP	(10)(12)			05/12/2021					12,460			13,751		1.16
mPulse Mobile, Inc.	(5)(12)			12/17/2021		165,761			1,220			1,220		0.10
PCX Holding Corp.	(5)(12)			04/22/2021		6,538			654			965		0.08
Pet Holdings, Inc. (Brightpet)	(5)(12)			10/06/2020		12,313			1,232			1,052		0.09
Pritchard Industries, Inc.	(5)(12)			10/13/2021		1,700,000			1,700			1,700		0.14
Procure Acquiom Financial, LLC (Procure Analytics)	(5)(12)			12/20/2021		1,000,000			1,000			1,000		0.08
RPS Group Holdings (Recovery Point Systems, Inc.)	(5)(12)			03/05/2021		1,000,000			1,000			750		0.06
Shelby Co-invest, LP. (Spectrum Automotive)	(5)(12)			06/29/2021		8,500			850			993		0.08
Suveto Buyer, LLC	(5)(10)(12)			11/19/2021		17,000			1,700			1,700		0.14
Total Common Equity									27,129			29,126		2.45
Total Other Securities								$	39,979		$	41,724		3.51%
Total Portfolio Investments								$	2,373,435		$	2,387,374		200.86%

(1)

Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2021, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2021, the Company is not an “affiliated person” of any of its portfolio companies.

(2)

Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 “Debt”.

F-31

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Audited) (continued)
December 31, 2021
(In thousands)

(3)

Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), each of which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2021. As of December 31, 2021, the reference rates for our variable rate loans were the 30-day L at 0.10%, the 90-day L at 0.21%, the 180-day L at 0.34%, and the P at 3.25%.

(4)

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

(5)

These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Board of Directors (see Note 2 and Note 5), pursuant to the Company’s valuation policy.

(6)

Assets or a portion thereof are pledged as collateral for the BNP Funding Facility. See Note 6 “Debt”.

(7)

Loan includes interest rate floor of 1.00%.

(8)

Loan includes interest rate floor of 0.75%.

(9)

Loan includes interest rate floor of 0.50%.

(10)

The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2021, non-qualifying assets represented 5.7% of total assets as calculated in accordance with regulatory requirements.

(11)

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

(12)

Securities exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities”. As of December 31, 2021, the aggregate fair value of these securities is $40,374 or 3.4% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(13)

F-32

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Audited) (continued)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date	Unfunded Commitment			Fair Value
First Lien Debt
365 Retail Markets, LLC		1.00%	Delayed Draw Term Loan	11/05/2023		$	5,557		$	(34)
365 Retail Markets, LLC		0.50%	Revolver	12/23/2026			2,000			(25)
Abacus Data Holdings, Inc. (AbacusNext)		1.00%	Delayed Draw Term Loan	09/08/2022			3,500			—
Abacus Data Holdings, Inc. (AbacusNext)		0.50%	Revolver	03/10/2027			1,190			—
Alert Media, Inc.		0.50%	Revolver	04/10/2026			1,750			(43)
AMCP Pet Holdings, Inc. (Brightpet)		1.00%	Delayed Draw Term Loan	04/06/2022			5,000			(44)
AMCP Pet Holdings, Inc. (Brightpet)		0.50%	Revolver	10/05/2026			1,896			(17)
Answer Target Holdco, LLC		0.50%	Revolver	12/30/2026			833			(17)
Appfire Technologies, LLC		0.50%	Delayed Draw Term Loan	01/05/2023			13,525			—
ARI Network Services, Inc.		0.50%	Revolver	02/28/2025			1,697			(13)
Assembly Intermediate, LLC		1.00%	Delayed Draw Term Loan	10/19/2023			3,941			(47)
Assembly Intermediate, LLC		0.50%	Revolver	10/19/2027			2,074			(40)
Associations, Inc.		0.50%	Revolver	07/02/2027			1,860			—
AWP Group Holdings, Inc.		1.00%	Delayed Draw Term Loan	12/22/2022			132			—
AWP Group Holdings, Inc.		0.50%	Revolver	12/22/2026			114			—
Bearcat Buyer, Inc.		1.00%	Delayed Draw Term Loan	11/23/2022			513			—
Bullhorn, Inc.		0.50%	Delayed Draw Term Loan	10/05/2022			5,172			(25)
Bullhorn, Inc.		0.50%	Revolver	09/30/2026			554			(3)
Capstone Acquisition Holdings, Inc.		1.00%	Delayed Draw Term Loan	05/13/2022			313			—
CC SAG Holdings Corp. (Spectrum Automotive)		1.00%	Delayed Draw Term Loan	06/29/2023			4,437			(52)
CC SAG Holdings Corp. (Spectrum Automotive)		0.50%	Revolver	06/29/2027			881			(10)
Citrin Cooperman Advisors, LLC		1.00%	Delayed Draw Term Loan	10/01/2023			8,647			(83)
Citrin Cooperman Advisors, LLC		0.50%	Revolver	10/01/2027			24,500			(469)
CLEO Communications Holding, LLC		0.50%	Revolver	06/09/2027			12,502			(198)
Cordeagle US Finco, Inc.		0.50%	Revolver	07/30/2027			2,800			—
DCA Investment Holdings, LLC		1.00%	Delayed Draw Term Loan	03/12/2023			1,689			—
Diligent Corporation		1.00%	Delayed Draw Term Loan	10/05/2022			3,136			—
Diligent Corporation		0.50%	Revolver	08/04/2025			4,500			—
Electrical Source Holdings, LLC		0.50%	Revolver	11/25/2025			896			—
Encore Holdings, LLC		0.75%	Delayed Draw Term Loan	11/23/2024			3,081			(30)
Encore Holdings, LLC		0.50%	Revolver	11/23/2027			539			(9)
FLS Holding, Inc.		1.00%	Delayed Draw Term Loan	06/17/2023			6,250			(62)
FLS Holding, Inc.		0.50%	Revolver	12/17/2027			2,500			(50)
FMG Suite Holdings, LLC		0.50%	Delayed Draw Term Loan	10/28/2022			5,250			(19)
FMG Suite Holdings, LLC		0.50%	Revolver	10/30/2026			2,625			(10)
Fortis Solutions Group, LLC		0.50%	Delayed Draw Term Loan	10/15/2023			7,871			(76)
Fortis Solutions Group, LLC		0.50%	Revolver	10/15/2027			2,699			(52)
Foundation Risk Partners, Corp.		1.00%	Delayed Draw Term Loan	10/29/2023			4,033			(47)
Foundation Risk Partners, Corp.		0.50%	Revolver	10/29/2027			4,571			(67)
Galway Borrower, LLC		0.50%	Delayed Draw Term Loan	09/30/2023			4,311			(75)
Galway Borrower, LLC		0.50%	Revolver	09/30/2027			2,053			(36)
Govbrands Intermediate, Inc.		1.00%	Delayed Draw Term Loan	08/04/2023			4,185			(83)

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Audited) (continued)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date	Unfunded Commitment			Fair Value
Govbrands Intermediate, Inc.		0.50%	Revolver	08/04/2027		$	4,237		$	(99)
GraphPad Software, LLC		0.50%	Revolver	04/27/2027			1,750			(16)
Ground Penetrating Radar Systems, LLC		0.50%	Revolver	06/26/2025			886			—
GS AcquisitionCo, Inc.		0.50%	Delayed Draw Term Loan	11/03/2022			10,833			(54)
GS AcquisitionCo, Inc.		0.50%	Revolver	05/22/2026			1,270			(6)
GSM Acquisition Corp. (GSM Outdoors)		0.50%	Revolver	11/16/2026			1,617			—
Gurobi Optimization, LLC		0.50%	Revolver	12/19/2023			1,607			—
Heartland Veterinary Partners, LLC		0.75%	Delayed Draw Term Loan	11/17/2023			3,816			(37)
Heartland Veterinary Partners, LLC		0.50%	Revolver	12/10/2026			375			(4)
High Street Buyer, Inc.		1.00%	Delayed Draw Term Loan	08/11/2023			3,385			—
High Street Buyer, Inc.		0.50%	Revolver	04/16/2027			2,136			—
Integrity Marketing Acquisition, LLC		1.00%	Delayed Draw Term Loan	12/03/2023			3,056			(38)
IQN Holding Corp., dba Beeline		0.50%	Revolver	08/21/2023			4,545			—
Keystone Agency Investors		1.00%	Delayed Draw Term Loan	12/21/2023			2,578			(38)
Komline-Sanderson Group, Inc.		0.50%	Revolver	03/17/2026			2,452			(49)
KPSKY Acquisition, Inc.		—%	Delayed Draw Term Loan	10/19/2023			1,980			(29)
KWOR Acquisition, Inc.		0.50%	Revolver	12/22/2027			110			(2)
Lightspeed Buyer, Inc.		1.00%	Delayed Draw Term Loan	02/28/2023			4,050			(180)
Majesco		0.50%	Revolver	09/21/2026			1,575			—
Mammoth Holdings, LLC		0.50%	Delayed Draw Term Loan	12/15/2022			7,434			—
Mammoth Holdings, LLC		0.50%	Revolver	10/16/2023			953			—
MHE Intermediate Holdings, LLC		1.00%	Delayed Draw Term Loan	07/21/2023			1,585			(16)
MHE Intermediate Holdings, LLC		0.50%	Revolver	07/21/2027			2,500			(25)
mPulse Mobile, Inc.		0.50%	Delayed Draw Term Loan	12/17/2023			1,996			(20)
mPulse Mobile, Inc.		0.50%	Revolver	12/17/2027			504			(10)
MRI Software, LLC		0.50%	Delayed Draw Term Loan	03/24/2023			10,637			—
MRI Software, LLC		0.50%	Revolver	02/10/2026			2,215			—
MSM Acquisitions, Inc.		1.00%	Delayed Draw Term Loan	01/30/2023			26,515			(265)
MSM Acquisitions, Inc.		0.50%	Revolver	12/09/2026			3,582			(36)
Omni Intermediate Holdings, LLC		1.00%	Delayed Draw Term Loan	12/01/2023			1,264			(6)
Omni Intermediate Holdings, LLC		0.50%	Revolver	12/30/2025			799			(8)
Patriot Growth Insurance Services, LLC		0.75%	Delayed Draw Term Loan	10/14/2023			17,620			(171)
Patriot Growth Insurance Services, LLC		0.75%	Revolver	10/14/2027			4,485			(86)
PCX Holding Corp.		1.00%	Delayed Draw Term Loan	04/22/2023			1,851			—
PCX Holding Corp.		0.50%	Revolver	04/22/2027			1,851			—
PDFTron US Acquisition Corp.		1.00%	Delayed Draw Term Loan	01/15/2023			3,640			(98)
PDFTron US Acquisition Corp.		0.50%	Revolver	07/15/2026			7,700			(208)
Peter C. Foy & Associates Insurance Services, LLC		1.00%	Delayed Draw Term Loan	05/02/2023			1,559			(13)
Peter C. Foy & Associates Insurance Services, LLC		0.50%	Revolver	11/01/2027			832			(8)
Pound Bidco, Inc.		0.50%	Revolver	01/30/2026			1,163			(19)
Pritchard Industries, LLC		1.00%	Delayed Draw Term Loan	10/13/2023			6,140			(59)
Procure Acquireco, Inc. (Procure Analytics)		0.50%	Delayed Draw Term Loan	12/20/2023			794			(8)
Procure Acquireco, Inc. (Procure Analytics)		0.50%	Revolver	12/20/2028			238			(5)

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Audited) (continued)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date	Unfunded Commitment			Fair Value
Promptcare Infusion Buyer, Inc.		1.00%	Delayed Draw Term Loan	09/01/2023		$	3,050		$	(72)
PT Intermediate Holdings III, LLC		—%	Delayed Draw Term Loan	05/11/2022			16,090			—
Recovery Point Systems, Inc.		0.50%	Revolver	08/12/2026			4,000			—
Revalize, Inc.		0.50%	Delayed Draw Term Loan	06/13/2023			708			(7)
Revalize, Inc.		0.50%	Revolver	04/15/2027			71			(1)
RSC Acquisition, Inc.		0.50%	Delayed Draw Term Loan	11/12/2023			8,474			(82)
Sherlock Buyer Corp.		0.50%	Delayed Draw Term Loan	12/08/2023			3,215			(32)
Sherlock Buyer Corp.		0.50%	Revolver	12/08/2027			1,286			(25)
Skykick, Inc.		1.00%	Delayed Draw Term Loan	03/01/2023			2,625			(31)
Sonny’s Enterprises, Inc.		1.00%	Delayed Draw Term Loan	11/01/2022			21,225			(410)
Summit Buyer, LLC		1.00%	Delayed Draw Term Loan	06/23/2023			13,656			(108)
Summit Buyer, LLC		0.50%	Revolver	01/14/2026			2,420			(19)
Suveto Buyer, LLC		1.00%	Delayed Draw Term Loan	09/09/2023			8,442			(78)
Suveto Buyer, LLC		0.50%	Revolver	09/09/2027			707			(7)
Sweep Purchaser, LLC		0.50%	Revolver	11/30/2026			956			(16)
Syntax Systems Ltd		1.00%	Delayed Draw Term Loan	10/29/2023			9,356			(91)
Syntax Systems Ltd		0.50%	Revolver	10/29/2026			2,106			(20)
Thrive Buyer, Inc. (Thrive Networks)		1.00%	Delayed Draw Term Loan	12/30/2023			6,442			(123)
Thrive Buyer, Inc. (Thrive Networks)		0.50%	Revolver	01/22/2027			1,982			(35)
Triple Lift, Inc.		0.50%	Revolver	05/08/2028			4,000			(37)
Trunk Acquisition, Inc.		0.50%	Revolver	02/19/2026			857			(8)
Turbo Buyer, Inc.		1.00%	Delayed Draw Term Loan	11/15/2023			1,610			(31)
Two Six Labs, LLC		0.50%	Delayed Draw Term Loan	08/20/2023			4,268			(43)
Two Six Labs, LLC		0.50%	Revolver	08/20/2027			2,134			(21)
United Flow Technologies Intermediate Holdco II, LLC		1.00%	Delayed Draw Term Loan	10/29/2023			7,500			(73)
United Flow Technologies Intermediate Holdco II, LLC		0.50%	Revolver	10/29/2026			3,000			(58)
Upstack Holdco, Inc.		1.00%	Delayed Draw Term Loan	08/26/2023			1,050			(22)
Upstack Holdco, Inc.		0.50%	Revolver	08/20/2027			875			(18)
US Infra Svcs Buyer, LLC		1.00%	Delayed Draw Term Loan	04/13/2022			8,085			(42)
US Infra Svcs Buyer, LLC		0.50%	Revolver	04/13/2026			225			(1)
Valcourt Holdings II, LLC		1.00%	Delayed Draw Term Loan	01/07/2023			4,378			—
Vehlo Purchaser, LLC		1.00%	Delayed Draw Term Loan	08/27/2023			11,569			(183)
Vehlo Purchaser, LLC		0.50%	Revolver	08/27/2027			4,666			(74)
Vessco Midco Holdings, LLC		1.00%	Delayed Draw Term Loan	11/02/2022			309			—
Vessco Midco Holdings, LLC		0.50%	Revolver	10/18/2026			427			—
VRC Companies, LLC		0.75%	Delayed Draw Term Loan	12/28/2022			5,000			(42)
VRC Companies, LLC		0.50%	Revolver	06/29/2027			1,653			(14)
World Insurance Associates, LLC		0.50%	Revolver	04/01/2026			1,173			(23)
Zarya Intermediate, LLC		0.50%	Revolver	07/01/2027			1,983			—
Zarya Intermediate, LLC		0.50%	Revolver	07/01/2027			2,683			—
Total First Lien Debt Unfunded Commitments						$	499,948		$	(5,196)

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)
September 30, 2022
(In thousands, except shares and per share amounts)

(1)

Organization

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

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

The Company’s investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies backed by financial sponsors.

The Company has conducted and from time to time may conduct private offerings of its common stock of the Company, par value $0.001 per share (the “Common Stock”), to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). At the closing of any private offering, each investor makes a capital commitment (a “Capital Commitment”) to purchase shares of Common Stock pursuant to a subscription agreement entered into with the Company. Investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective Capital Commitments each time the Company delivers a notice to the investors. In accordance with the terms of the subscription agreements (the “Subscription Agreements”) entered into by investors in the Company, the Company’s Board of Directors (the “Board of Directors”) approved a one-year extension of the Investment Period (as defined in the Subscription Agreements) such that the Investment Period will expire on December 23, 2023.

The Company has formed wholly-owned subsidiaries for the purpose of holding certain investments in portfolio companies made by the Company. As of September 30, 2022, the Company’s wholly-owned subsidiaries were formed as Delaware limited liability companies and included: DLF CA SPV LLC (“CA SPV”), DLF SPV LLC (“DLF SPV”), DLF Financing SPV LLC (“DLF LLC”) and DLF Equity Holdings LLC (“DLF Equity Holdings,” and collectively with CA SPV, DLF SPV and DLF LLC, the “subsidiaries”). The Company consolidates its wholly-owned subsidiaries in these consolidated financial statements from the date of the respective subsidiary’s formation.

(2)

Summary of Significant Accounting Policies

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 carrying value for all assets and liabilities approximates their fair value.

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

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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, 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, 2022.

Use of Estimates

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

Consolidation

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

Cash

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

Foreign Currency Translation

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

Investments

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

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

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

Revenue Recognition

Interest Income

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

PIK Income

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

Dividend income

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

Other Income

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

Non-Accrual Income

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as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Organization and Offering Costs

Costs associated with the organization of the Company are expensed as incurred, subject to the limitations discussed in Note 3. These costs consist primarily of legal fees and other costs of organizing the Company. Costs associated with the offering of Common Stock are capitalized as “deferred offering costs” on the Consolidated Statements of Assets and Liabilities and amortized over a twelve-month period from the initial capital call, subject to the limitation described in Note 3 below. These costs consist primarily of legal fees and other costs incurred in connection with the Company’s continuous private offerings of its Common Stock.

Expenses

The Company is responsible for investment expenses, professional fees and other general and administrative expenses related to the Company’s operations. Such fees and expenses, including expenses incurred by the Adviser on behalf of the Company, will be reimbursed by the Company, subject to contractual thresholds.

The Company pays the Investment Adviser a base management fee and an incentive fee under the Investment Advisory Agreement between the Company and the Investment Adviser (the “Investment Advisory Agreement”) as described in Note 3 below. The fees are recorded on the Consolidated Statements of Operations.

Deferred Financing Costs and Debt Issuance Costs

The Company records upfront fees, legal and other direct costs incurred in connection with the Company’s issuance of revolving debt facilities as Deferred Financing Costs. These costs are deferred and amortized over the life of the related revolving credit facilities using the straight-line method. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. The amortization of such Deferred Financing Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses.

The Company records costs related to the issuance of term debt obligations (“Debt Issuance Costs”) on the consolidated financial statements. The costs, including upfront fees, legal and other direct costs incurred in connection with the issuance are deferred and amortized over the life of the related term obligation using the straight-line method. The amortization of Debt Issuance Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses. Any unamortized Debt Issuance Costs are presented as a reduction to the outstanding term debt principal amount on the Consolidated Statements of Assets and Liabilities.

Income Taxes

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

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

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

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distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. The Company intends to make sufficient distributions each taxable year to satisfy the excise distribution requirements.

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

For the three and nine months ended September 30, 2022, the Company did not incur any U.S. federal excise tax. For the three and nine months ended September 30, 2021, the Company accrued $0 and $5 of U.S. federal excise tax, respectively.

New Accounting Standards

In March 2020, FASB issued Accounting Standards Update 2020-04 (“ASU 2020-04”) “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This accounting update provides optional accounting relief to entities with contracts, hedge accounting relationships or other transactions that reference LIBOR or other interest rate benchmarks for which the referenced rate is expected to be discontinued or replaced. This optional relief generally allows for contract modifications solely related to the replacement of the reference rate to be accounted for as a continuation of the existing contract instead of as an extinguishment of the contract and would therefore not trigger certain accounting impacts that would otherwise be required. The optional relief can be applied beginning January 1, 2020 and ending December 31, 2022. The Company adopted the accounting relief on January 1, 2022 and noted no material impact on the consolidated financial statements, as relevant contract relationship modifications are made during the course of the reference rate reform transition period.

(3)

Related Party Transactions

Investment Advisory Agreement

On November 25, 2019, the Company entered into the Investment Advisory Agreement. The Investment Advisory Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors or our stockholders, including, in each case, a majority of the Independent Directors. The renewal of the Investment Advisory Agreement was most recently approved in August 2022.

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

Base Management Fee

The Base Management Fee is calculated at an annual rate of 1.0% of the Company’s average gross assets at the end of the two most recently completed calendar quarters, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents. Prior to a listing of the Common Stock on a national securities exchange, the Adviser has agreed to irrevocably waive the portion of the Base Management Fee in excess of 0.25% of the Company’s average gross assets calculated in accordance with the Investment Advisory Agreement. Any Base Management Fees so waived are not subject

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

For the three and nine months ended September 30, 2022, Base Management Fees were $1,716 and $4,896 net of waiver, respectively. For the three and nine months ended September 30, 2021, Base Management Fees were $966 and $2,159 net of waiver, respectively. As of September 30, 2022 and December 31, 2021, $1,716 and $1,306 were payable to the Investment Adviser relating to Base Management Fees.

Incentive Fee

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

The Company pays its Adviser an income based incentive fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows:

•

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

•

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

•

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

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

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

For the three and nine months ended September 30, 2022, $7,173 and $18,517 respectively, of income based incentive fees were accrued to the Investment Adviser. For the three and nine months ended September 30, 2021, $4,119 and $9,965 respectively, of income based incentive fees were accrued to the Investment Adviser.

For the three and nine months ended September 30, 2022, $0 and $2,441 of previously accrued capital gains incentive fees to the Investment Adviser were reversed due to changes in unrealized depreciation on investments during the respective period. For the three and nine months ended September 30, 2021, $598 and $2,090 of capital gains incentive fees were accrued to the Investment Adviser. 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

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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, 2022, $7,173 was payable to the Investment Adviser relating to income based incentive fees and there was no capital gains incentive fees payable. As of December 31, 2021, $5,886 and $2,773 were payable to the Investment Adviser relating to income based incentive fees and capital gains incentive fees, respectively.

Administration Agreement

MS Private Credit Administrative Services LLC (the “Administrator”) is the administrator of the Company pursuant to an administration agreement (the “Administration Agreement”). The Administrator is an indirect, wholly owned subsidiary of Morgan Stanley.

Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements from the Company equal to an amount that reimburses the Administrator for its costs and expenses and the Company’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to the Company’s Chief Compliance Officer and Chief Financial Officer. Reimbursement under the Administration Agreement occurs quarterly in arrears. The Administration Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors, which most recently approved the renewal of the Administration Agreement in August 2022.

For the three and nine months ended September 30, 2022, the Company incurred $54 and $124, respectively, in expenses under the Administration Agreement, which were recorded in administrative service expenses on the Company’s Consolidated Statements of Operations. For the three and nine months ended September 30, 2021, the Company incurred $54 and $158, respectively, in expenses under the Administration Agreement, which were recorded in administrative service expenses on the Company’s Consolidated Statements of Operations.

Amounts unpaid and included in payable to affiliates on the Consolidated Statements of Assets and Liabilities as of September 30, 2022 and December 31, 2021 were $162 and $266, respectively.

Expense Support and Waiver Agreement

On December 31, 2019, the Company entered into an expense support and waiver agreement (the “Expense Support and Waiver Agreement”) with the Investment Adviser. Under the terms of the Expense Support and Waiver Agreement, the Investment Adviser agreed to waive any reimbursement by the Company of offering and organizational expenses to be incurred by the Investment Adviser on behalf of the Company in excess of $1,000 or 0.10% of the aggregate Capital Commitments of the Company, whichever is greater. If actual organization and offering costs incurred exceed the greater of $1,000 or 0.10% of the Company’s total Capital Commitments, the Investment Adviser or its affiliate will bear the excess costs. The Company shall reimburse the Investment Adviser for payments of any excess costs borne by the Investment Adviser on the Company’s behalf within three years of December 23, 2019 (the “Initial Closing Date”).

For the three and nine months ended September 30, 2022, the Company did not incur any organization costs. The Investment Adviser recaptured $0 and $39 of previously waived amounts from the Company since actual offering and organizational expenses incurred from May 30, 2019 (inception) as a result of additional closings of investor commitments. For the three and nine months ended September 30, 2021, the Company incurred $0 and $42 towards organization cost and amortization of offering cost, and the Investment Adviser recaptured $1 and $98 of previously waived amounts from the Company.

As of September 30, 2022 and December 31, 2021, organization and offering costs are included in payable to affiliates and accrued expenses and other liabilities in the Consolidated Statements of Assets and Liabilities.

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License Agreement

The Company entered into a license agreement with Morgan Stanley Investment Management, Inc. (the “License Agreement”) under which Morgan Stanley Investment Management, Inc., has granted the Company a non-exclusive, royalty-free license to use the name “Morgan Stanley” for specified purposes in the Company’s business. Under the License Agreement, the Company has a right to use the “Morgan Stanley” name, subject to certain conditions, for so long as the Investment Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Morgan Stanley” name.

Placement Agent Agreement

On August 30, 2019, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Morgan Stanley Distribution Inc. (the “Paying Agent”), Morgan Stanley Smith Barney LLC (the “Placement Agent”) and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates will assist in the placement of Common Stock in the Company’s private offerings. The Company is not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement. Payments are made by the Investment Adviser to the Placement Agent. To the extent the Paying Agent receives any payments it remits the payment to the Placement Agent.

MS Credit Partners Holdings, Inc. Investment

MS Credit Partners Holdings, Inc. (“MS Credit Partners Holdings”), an indirect, wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, made an aggregate capital commitment of $200,000 to the Company in 2019. As of September 30, 2022 and December 31, 2021, MS Credit Partners Holdings held approximately 12.0% and 12.5% of our outstanding shares of common stock, respectively. Morgan Stanley has no further capital, liquidity or other financial obligation to us beyond this equity investment.

Morgan Stanley & Co. Related Transactions

Morgan Stanley & Co. LLC, a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, served as an initial purchaser in connection with the private placement of the Company’s 2027 Notes (as defined below in Note 6) and received fees of $0 and $213 for the three and nine months ended September 30, 2022, respectively, under the purchase agreement entered into by the Company in connection with such private placement.

Morgan Stanley & Co. LLC served as a co-agent in connection with the private placement of the Company’s 2025 Notes (as defined below in Note 6) and received fees of $138 and $138 for the three and nine months ended September 30, 2022, respectively.

(4)

Investments

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

	September 30, 2022								December 31, 2021
	Cost			Fair Value			% of Total Investments at Fair Value		Cost			Fair Value			% of Total Investments at Fair Value
First Lien Debt		$	2,613,431		$	2,568,966		93.5%		$	2,213,332		$	2,224,100		93.2%
Second Lien Debt			136,417			130,558		4.8			120,124			121,550		5.1
Other Securities			45,185			47,566		1.7			39,979			41,724		1.7
Total		$	2,795,033		$	2,747,090		100.0%		$	2,373,435		$	2,387,374		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

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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:

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;

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

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

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

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 firm.

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

•

the nature and realizable value of any collateral;

•

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

•

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

•

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

•

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

•

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

•

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

•

comparisons to publicly traded securities.

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

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

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

The following tables present the fair value hierarchy of investments:

	September 30, 2022
	Level 1			Level 2			Level 3			Total
First Lien Debt		$	—		$	26,050		$	2,542,916		$	2,568,966
Second Lien Debt			—			16,756			113,802			130,558
Other Securities			—			—			32,345			32,345
Subtotal		$	—		$	42,806		$	2,689,063		$	2,731,869
Investment measured at net asset value(1)											$	15,221
Total											$	2,747,090

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	December 31, 2021
	Level 1			Level 2			Level 3			Total
First Lien Debt		$	—		$	17,064		$	2,207,036		$	2,224,100
Second Lien Debt			—			—			121,550			121,550
Other Securities			—			—			27,973			27,973
Subtotal		$	—		$	17,064		$	2,356,559		$	2,373,623
Investment measured at net asset value(1)											$	13,751
Total											$	2,387,374

(1)

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

The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended September 30, 2022:

	First Lien Debt			Second Lien Debt			Other Securities			Total Investments
Fair value, beginning of period		$	2,492,968		$	116,488		$	32,898		$	2,642,354
Purchases of investments			178,809			461			1,016			180,286
Proceeds from principal repayments and sales of investments			(94,355)			—			—			(94,355)
Accretion of discount/amortization of premium			3,520			50			—			3,570
Payment-in-kind			228			130			—			358
Net change in unrealized appreciation (depreciation)			(18,171)			(3,345)			(1,569)			(23,085)
Net realized gains (losses)			—			18			—			18
Transfers into/(out) of Level 3			(20,083)			—			—			(20,083)
Fair value, end of period		$	2,542,916		$	113,802		$	32,345		$	2,689,063
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2022		$	(17,747)		$	(3,345)		$	(1,569)		$	(22,661)

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, 2022:

	First Lien Debt			Second Lien Debt			Other Securities			Total Investments
Fair value, beginning of period		$	2,207,036		$	121,550		$	27,973		$	2,356,559
Purchases of investments			709,912			15,694			4,808			730,414
Proceeds from principal repayments and sales of investments			(331,077)			—			(48)			(331,125)
Accretion of discount/amortization of premium			8,645			210			—			8,855
Payment-in-kind			665			389			397			1,451
Net change in unrealized appreciation (depreciation)			(52,779)			(6,541)			(833)			(60,153)
Net realized gains (losses)			514			—			48			562
Transfers into/(out) of Level 3			—			(17,500)			—			(17,500)
Fair value, end of period		$	2,542,916		$	113,802		$	32,345		$	2,689,063
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2022		$	(50,808)		$	(6,522)		$	(833)		$	(58,163)

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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, 2021:

	First Lien Debt			Second Lien Debt			Other Securities			Total Investments
Fair value, beginning of period		$	1,175,696		$	130,051		$	16,322		$	1,322,069
Purchases of investments			465,276			—			1,669			466,945
Proceeds from principal repayments and sales of investments			(54,971)			—			—			(54,971)
Accretion of discount/amortization of premium			2,095			62			—			2,157
Payment-in-kind			—			128			(54)			74
Net change in unrealized appreciation (depreciation)			2,892			391			(5)			3,278
Net realized gains (losses)			126			—			—			126
Transfers into/(out) of Level 3			—			—			—			—
Fair value, end of period		$	1,591,114		$	130,632		$	17,932		$	1,739,678
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2021		$	3,391		$	391		$	(5)		$	3,777

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, 2021:

	First Lien Debt			Second Lien Debt			Other Securities			Total Investments
Fair value, beginning of period		$	558,318		$	53,155		$	2,959		$	614,432
Purchases of investments			1,205,860			89,398			13,904			1,309,162
Proceeds from principal repayments and sales of investments			(190,629)			(15,000)			—			(205,629)
Accretion of discount/amortization of premium			5,589			643			—			6,232
Payment-in-kind			—			381			197			578
Net change in unrealized appreciation (depreciation)			9,007			2,055			872			11,934
Net realized gains (losses)			120			—			—			120
Transfers into/(out) of Level 3			2,849			—			—			2,849
Fair value, end of period		$	1,591,114		$	130,632		$	17,932		$	1,739,678
Net change in unrealized appreciation (depreciation) from investments still held as of September 30, 2021		$	10,233		$	2,055		$	872		$	13,160

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

September 30, 2022

Fair Value

Valuation Technique

Unobservable Input

Range

Weighted
Average

Low

High

Investments in first lien debt

2,542,916

Yield Analysis

Discount Rate

7.71%

20.05%

10.96%

Investments in second lien debt

113,802

Yield Analysis

Discount Rate

11.95%

16.55%

14.04%

Investments in other securities:

Unsecured debt

498

Market Approach

EBITDA Multiple

9.00x

Preferred equity

14,873

Income Approach

Discount Rate

9.10%

14.98%

12.45%

1,020

Market Approach

Revenue Multiple

8.78x

Common equity

14,734

Market Approach

EBITDA Multiple

8.10x

19.62x

13.39x

1,220

Market Approach

Revenue Multiple

10.20x

Total investments in other securities

32,345

Total Investments

2,689,063

December 31, 2021

Fair Value

Valuation Technique

Unobservable Input

Range

Weighted
Average

Low

High

Investments in first lien debt

2,207,036

Yield Analysis

Discount Rate

5.55%

12.44%

7.52%

Investments in second lien debt

121,550

Yield Analysis

Discount Rate

7.12%

10.79%

8.51%

Investments in other securities:

Unsecured debt

1,350

Yield Analysis

Discount Rate

25.33%

Market Approach

EBITDA Multiple

9.00x

Preferred equity

9,950

Yield Analysis

Discount Rate

11.70%

12.10%

11.92%

1,298

Market Approach

Revenue Multiple

11.80x

Common equity

15,375

Market Approach

EBITDA Multiple

8.10x

19.97x

13.11x

Total investments in other securities

27,973

Total Investments

2,356,559

The significant unobservable input used in yield analysis is discount rate based on comparable market yields. Significant increases in discount rates in isolation would result in a significantly lower fair value measurement. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.

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

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Financial instruments disclosed but not carried at fair value

The Company’s debt, including its credit facilities, 2027 Notes (as defined below in Note 6) and 2025 Notes (as defined below in Note 6), are presented at carrying value on the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s 2027 Notes is based on vendor pricing received by the Company, which is categorized as Level 2 within the fair value hierarchy, and as of September 30, 2022, the fair value of the Company’s 2027 Notes was $375,105. The fair value of the Company’s credit facilities and 2025 Notes are estimated using Level 3 inputs by discounting remaining payments using the appropriate discount rates, if available. The carrying value and fair value of the Company’s debt were as follows:

	September 30, 2022						December 31, 2021
	Carrying Value			Fair Value			Carrying Value			Fair Value
CIBC Subscription Facility		$	220,350		$	220,350		$	310,350		$	310,350
BNP Funding Facility			322,000			322,000			463,500			463,500
Truist Credit Facility			282,233			282,233			476,000			476,000
2027 Notes(1)			419,207			375,105			—			—
2025 Notes(1)			271,517			275,000			—			—
Total		$	1,515,307		$	1,474,688		$	1,249,850		$	1,249,850

(1)

The carrying value of the Company’s 2027 Notes and 2025 Notes are presented net of unamortized debt issuance costs of $4,858 and $3,483, and unamortized original issuance discount of $935 and $0, respectively.

(6)

Debt

CIBC Subscription Facility

On December 31, 2019, the Company entered into a revolving credit agreement with CIBC Bank USA as administrative agent and arranger, which was subsequently amended on February 3, 2020, November 17, 2020, January 18, 2022 and February 3, 2022 (as amended, the “CIBC Subscription Facility”). The maximum revolving commitment of CIBC Subscription Facility was permanently reduced to $235,000 effective July 28, 2022. The CIBC Subscription Facility allows the Company to borrow up to the maximum revolving commitment at any one time outstanding, subject to certain restrictions, including availability under the borrowing base, which is based on unused Capital Commitments. The CIBC Subscription Facility bears interest at a rate at the Company’s election of either (i) the per annum one or three-month LIBOR, divided by a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities, plus 1.65% or (ii) the prime rate plus 0.65%, as calculated under the CIBC Subscription Facility. The CIBC Subscription Facility is secured by the unfunded commitments of certain stockholders of the Company. The CIBC Subscription Facility has a maturity date of December 31, 2022.

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

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Borrowing interest expense		$	2,271		$	1,660		$	5,450		$	4,812
Facility unused commitment fees			6			17			19			66
Amortization of deferred financing costs			327			355			1,125			1,030
Total		$	2,604		$	2,032		$	6,594		$	5,908
Weighted average interest rate (excluding unused fees and financing costs)			3.76%			1.77%			2.57%			1.78%
Weighted average outstanding balance		$	236,491		$	366,714		$	279,562		$	356,160

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For the three months ended September 30, 2022 and September 30, 2021, the Company borrowed $0 and $166,500, and repaid $55,000 and $123,000, respectively, under the CIBC Subscription Facility. For the nine months ended September 30, 2022 and September 30, 2021, the Company borrowed $0 and $381,500, and repaid $90,000 and $323,000, respectively, under the CIBC Subscription Facility. As of September 30, 2022 and December 31, 2021, the Company had $220,350 and $310,350 outstanding under the CIBC Subscription Facility, respectively. As of September 30, 2022 and December 31, 2021, the Company had $14,650 and $89,650, respectively, of available capacity under the CIBC Subscription Facility (subject to borrowing base restrictions).

BNP Funding Facility

On October 14, 2020, DLF LLC entered into a Revolving Credit and Security Agreement (the “Credit and Security Agreement”, which was subsequently amended on December 11, 2020 and March 2, 2021) with DLF LLC, as the borrower, BNP Paribas (“BNP”), as the administrative agent and lender, the Company, as the equity holder and as the servicer, and U.S. Bank National Association, as collateral agent to (as amended, the “BNP Funding Facility”). As of September 30, 2022, the borrowing capacity under the BNP Funding Facility was $600,000. The applicable margin on borrowings during the reinvestment period ranges between 1.95% and 2.75% and, after the reinvestment period, between 2.45% and 3.25%. The obligations of DLF LLC under the BNP Funding Facility are secured by the assets held by DLF LLC. The BNP Funding Facility has a maturity date of October 13, 2025.

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

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Borrowing interest expense		$	4,517		$	2,975		$	10,665		$	5,546
Facility unused commitment fees			128			34			209			69
Amortization of deferred financing costs			289			289			855			783
Total		$	4,934		$	3,298		$	11,729		$	6,398
Weighted average interest rate (excluding unused fees and financing costs)			4.57%			2.46%			3.37%			2.49%
Weighted average outstanding balance		$	386,962		$	472,370		$	417,700		$	293,766

For the three months ended September 30, 2022 and September 30, 2021, the Company borrowed $0 and $125,000, and repaid $83,500 and $14,000 under the BNP Funding Facility, respectively. For the nine months ended September 30, 2022 and September 30, 2021, the Company borrowed $13,000 and $514,000, and repaid $154,500 and $32,000 under the BNP Funding Facility, respectively. As of September 30, 2022 and December 31, 2021, the Company had $322,000 and $463,500 outstanding under the BNP Funding Facility, respectively. As of September 30, 2022 and December 31, 2021, the Company had $278,000 and $136,500, respectively, of available capacity under the BNP Funding Facility (subject to borrowing base restrictions).

Truist Credit Facility

On July 16, 2021, the Company entered into a Senior Secured Revolving Credit Agreement with Truist Bank, as amended on December 3, 2021 and May 20, 2022 (the “Truist Credit Facility”). The maximum principal amount of the Truist Credit Facility is $975,000, subject to availability under the borrowing base. The Truist Credit Facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the borrowing capacity to up to $1,000,000. The availability period of the Truist Credit Facility will terminate on July 16, 2025. The Truist Credit Facility is guaranteed by certain domestic subsidiaries of the Company (the “Guarantors”). The Company’s obligations to the lenders under the Truist Credit Facility are secured by a first priority security interest in substantially all of the assets of the Company and each Guarantor, subject to certain exceptions.

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elects the base rate option, the “alternate base rate” (which is the highest of (a) the prime rate as publicly announced by Truist Bank, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5%, and (c) one month LIBOR plus 1% per annum) plus either (A) 0.75% or (B) 0.875%, based on certain borrowing base conditions, and (y) for loans for which the Company elects the Eurocurrency option, the applicable LIBO Rate for the related Interest Period for such Borrowing plus either (A) 1.75% per annum, or (B) 1.875% per annum, based on certain borrowing base conditions. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments. The Truist Credit Facility has a maturity date of July 16, 2026.

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

	For the Three Months Ended September 30, 2022			From July 16, 2021 to September 30, 2021			For the Nine Months Ended September 30, 2022			From July 16, 2021 to September 30, 2021
Borrowing interest expense		$	4,018		$	267		$	7,485		$	267
Facility unused commitment fees			568			476			1,863			476
Amortization of deferred financing costs			267			200			905			200
Total		$	4,853		$	943		$	10,253		$	943
Weighted average interest rate (excluding unused fees and financing costs)			4.05%			2.22%			3.05%			2.22%
Weighted average outstanding balance		$	388,313		$	56,065		$	323,300		$	56,065

For the three months ended September 30, 2022 and from July 16, 2021 to September 30, 2021, the Company borrowed $127,246 and $172,500, and repaid $222,000 and $0 under the Truist Credit Facility. For the nine months ended September 30, 2022, the Company borrowed $579,246 and repaid $773,000 under the Truist Credit Facility. As of September 30, 2022 and December 31, 2021, the Company had $282,233 and $476,000 outstanding under the Truist Credit Facility, respectively. As of September 30, 2022 and December 31, 2021, the Company had $691,642 and $499,000, respectively, of available capacity under the Truist Credit Facility (subject to borrowing base restrictions).

Unsecured Notes

2027 Notes

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

The summary information of 2027 Notes was as follows:

	For the Three Months Ended September 30, 2022			For the Nine Months Ended September 30, 2022
Borrowing interest expense		$	4,781		$	12,219
Accretion of original issuance discount			54			136
Amortization of debt issuance costs			279			704
Total		$	5,114		$	13,059
Stated interest rate			4.50%			4.50%

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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 was as follows:

	For the Three Months Ended September 30, 2022			For the Nine Months Ended September 30, 2022
Borrowing interest expense		$	1,038		$	1,038
Amortization of debt issuance costs			58			58
Total		$	1,096		$	1,096
Stated interest rate			7.55%			7.55%

The Company’s debt obligations were as follows. Unused debt capacity of credit facilities were subject to certain borrowing base restrictions:

	September 30, 2022									December 31, 2021
	Aggregate Principal Committed			Outstanding Principal			Unused Portion			Aggregate Principal Committed			Outstanding Principal			Unused Portion
CIBC Subscription Facility		$	235,000		$	220,350		$	14,650		$	400,000		$	310,350		$	89,650
BNP Funding Facility			600,000			322,000			278,000			600,000			463,500			136,500
Truist Credit Facility(1)(2)			975,000			282,233			691,642			975,000			476,000			499,000
2027 Notes			425,000			425,000			—			—			—			—
2025 Notes			275,000			275,000			—			—			—			—
Total		$	2,510,000		$	1,524,583		$	984,292		$	1,975,000		$	1,249,850		$	725,150

(1)

As of September 30, 2022, a letter of credit of $1,125 was outstanding, which reduced the unused availability under the Truist Credit Facility by the same amount.

(2)

Under the Truist Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of September 30, 2022, the Company had borrowings denominated in Euros (EUR) of 238. As of December 31, 2021, the Company did not have any borrowings denominated in Euros (EUR).

The combined weighted average interest rate of the aggregate borrowings outstanding for the three months ended September 30, 2022 and September 30, 2021 was 4.37% and 2.16%, respectively. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended September 30, 2022 and September 30, 2021 was $1,490,571 and $886,008, respectively.

The combined weighted average interest rate of the aggregate borrowings outstanding for the nine months ended September 30, 2022 and September 30, 2021 was 3.47% and 2.10%, respectively. The combined weighted average debt of the aggregate borrowings outstanding for the nine months ended September 30, 2022 and September 30, 2021 was $1,399,866 and $665,738, respectively.

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As of September 30, 2022 and December 31, 2021, the Company was in compliance with all covenants and other requirements of each of the credit facilities, the 2027 Notes and the 2025 Notes.

(7)

Commitments and Contingencies

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

As of September 30, 2022, the Company had $338,261 unfunded commitments to fund delayed draw and revolving senior secured loans. As of December 31, 2021, the Company had $509,403 unfunded commitments to fund delayed draw and revolving senior secured loans.

As of September 30, 2022 and December 31, 2021, the Company had $1,623,964 and $1,585,531, respectively, in total capital commitments from stockholders, of which $309,447 and $425,694, respectively, were unfunded.

(8)

Net Assets

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

	For the Nine Months Ended September 30, 2022			For the Year Ended December 31, 2021
Net distributable earnings (accumulated losses), beginning of period		$	15,782		$	4,702
Net investment income/(loss) after taxes			89,738			72,929
Accumulated realized gain (loss)			556			1,895
Net unrealized appreciation (depreciation)			(61,869)			8,431
Dividends declared			(86,667)			(72,315)
Tax reclassification of stockholders’ equity			—			140
Net distributable earnings (accumulated losses), end of period		$	(42,460)		$	15,782

The following table summarizes the total shares issued and proceeds received from the Company’s capital drawdowns delivered pursuant to the Subscription Agreements for the nine months ended September 30, 2022 (dollar amounts in millions):

Share Issuance Date	Shares Issued		Amount
May 16, 2022		3,548,132		$	74.9
July 28, 2022		3,903,231			79.8
Total		7,451,363		$	154.7

Share Issuance Date	Shares Issued		Amount
January 20, 2021		1,726,689		$	35.0
March 12, 2021		2,171,816			45.0
April 12, 2021		5,326,877			110.0
May 26, 2021		4,036,582			85.0
July 16, 2021		7,161,130			149.9
Total		20,423,094		$	424.9

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The following table summarizes the Company’s distributions declared and payable for the nine months ended September 30, 2022:

Date Declared	Record Date	Payment Date	Per Share Amount			Total Amount
March 25, 2022	March 25, 2022	April 27, 2022		$	0.48		$	27,455
June 24, 2022	June 24, 2022	July 27, 2022			0.47			28,601
September 26, 2022	September 28, 2022	October 19, 2022			0.47			30,611
Total Distributions				$	1.42		$	86,667

The following table summarizes the Company’s distributions declared and payable for the nine months ended September 30, 2021:

Date Declared	Record Date	Payment Date	Per Share Amount			Total Amount
March 18, 2021	March 18, 2021	April 22, 2021		$	0.45		$	8,570
June 23, 2021	June 23, 2021	July 22, 2021			0.49			13,974
September 23, 2021	September 23, 2021	October 27, 2021			0.56			20,080
Total Distributions				$	1.50		$	42,624

The Company adopted an “opt in” dividend reinvestment plan (the “DRIP”). As a result, the Company’s stockholders who elect to “opt in” to the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. Stockholders who receive distributions in the form of shares of Common Stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those stockholders will not receive cash with which to pay any applicable taxes. Shares issued under the DRIP will not reduce an investor’s outstanding capital commitment.

The following table summarizes the DRIP shares issued to stockholders who have “opted in” to the DRIP for the nine months ended September 30, 2022 and the value of such shares as of the payment dates:

Payment Date	DRIP Shares Value			DRIP Shares Issued
January 25, 2022		$	7,540		358,891
April 27, 2022			6,964		332,212
July 27, 2022			7,614		372,338
Total		$	22,118		1,063,441

The following table summarizes the DRIP shares issued to stockholders who have “opted in” to the DRIP for the nine months ended September 30, 2021 and the value of such shares as of the payment dates:

Payment Date	DRIP Shares Value			DRIP Shares Issued
January 27, 2021		$	2,462		121,484
April 22, 2021			2,276		110,191
July 22, 2021			3,733		178,345
Total		$	8,471		410,020

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(9)

Earnings 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, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Numerator – net increase/(decrease) in net assets resulting from operations		$	9,442		$	22,236		$	28,425		$	56,835
Denominator – weighted average shares outstanding			64,102,092			34,649,255			60,169,337			25,736,110
Basic and diluted earnings per share		$	0.15		$	0.64		$	0.47		$	2.21

(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, 2022			September 30, 2021
Per Share Data:(1)
Net asset value, beginning of period		$	20.91		$	20.08
Net investment income (loss)			1.49			1.74
Net unrealized and realized gain (loss)(2)			(0.98)			0.53
Net increase (decrease) in net assets resulting from operations			0.51			2.27
Dividends declared			(1.42)			(1.50)
Issuance of common stock			—			0.04
Total increase (decrease) in net assets			(0.91)			0.81
Net asset value, end of period		$	20.00		$	20.89
Shares outstanding, end of period			65,352,831			35,857,539
Total return based on net asset value(3)			2.43%			11.69%
Ratio/Supplemental Data (all amounts in thousands except ratios):
Net assets, end of period		$	1,307,150		$	749,153
Weighted average shares outstanding			60,169,337			25,736,110
Ratio of net expenses to average net assets(4)			6.70%			6.55%
Ratio of expenses before waivers to average net assets(4)			8.26%			8.07%
Ratio of net investment income to average net assets(4)			9.95%			11.42%
Ratios of total contributed capital to total committed capital, end of period			80.94%			45.54%
Asset coverage ratio			185.74%			171.56%
Portfolio turnover rate			13.10%			19.20%

(1)

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

(2)

For the nine months ended September 30, 2022 and September 30, 2021, 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)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Morgan Stanley Direct Lending Fund

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of assets and liabilities of Morgan Stanley Direct Lending Fund and subsidiaries (the “Company”), including the consolidated schedule of investments, as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in net assets and cash flows for the years ended December 31, 2021 and 2020 and the period from May 30, 2019 (inception) to December 31, 2019, the financial highlights for the years ended December 31, 2021, and 2020, and the related notes. In our opinion, the consolidated financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations, changes in net assets, cash flows, and financial highlights for the years ended December 31, 2021 and 2020 and the period from May 30, 2019 (inception) to December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2021, and 2020, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/Deloitte & Touche LLP

New York, NY

March 18, 2022

We have served as the Company’s auditor since 2019.

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Morgan Stanley Direct Lending Fund

Consolidated Statements of Assets and Liabilities
(In thousands, except share and per share amounts)

	December 31, 2021			December 31, 2020
Assets
Non-controlled/non-affiliated Investments, at fair value (amortized cost of $2,373,435 and $631,473 at December 31, 2021 and December 31, 2020, respectively)		$	2,387,374		$	636,981
Cash			74,153			11,263
Deferred financing costs			11,587			5,987
Deferred offering costs			—			18
Interest and dividend receivable from non-controlled/non-affiliated investments			11,740			2,280
Subscription receivable			7,850			—
Receivable for investments sold			301			79
Prepaid expenses and other assets			268			198
Total assets			2,493,273			656,806
Liabilities
Debt			1,249,850			333,850
Payable to affiliates (Note 3)			4,431			1,860
Financing costs payable			4,234			3,925
Dividends payable			29,691			9,165
Management fees payable			1,306			295
Income based incentive fees payable			5,886			1,548
Capital gains based incentive fees payable			2,773			1,341
Interest payable			3,281			1,154
Accrued expenses and other liabilities			3,234			2,048
Total liabilities			1,304,686			355,186
Commitments and Contingencies (Note 7)
Net Assets
Common stock, par value $0.001 (100,000,000 shares authorized and 56,838,027 and 15,024,425 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively)			57			15
Paid-in capital in excess of par value			1,172,748			296,903
Net distributable earnings (accumulated losses)			15,782			4,702
Total net assets		$	1,188,587		$	301,620
Total liabilities and net assets		$	2,493,273		$	656,806
Net asset value per share		$	20.91		$	20.08

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

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Morgan Stanley Direct Lending Fund

Consolidated Statements of Operations
(In thousands, except share and per share amounts)

	For the year ended December 31, 2021			For the year ended December 31, 2020			From May 30, 2019 (inception) to December 31, 2019
Investment Income:
From non-controlled/non-affiliated investments:
Interest income		$	108,277		$	20,269		$	—
Payment-in-kind interest income			1,021			9			—
Dividend income			409			—			—
Other income			10,109			1,625			—
Total investment income			119,816			21,903			—
Expenses:
Interest expense and other financing expense			21,015			3,725			—
Management fees			13,860			2,238			—
Income based incentive fees			15,852			2,517			—
Capital gains incentive fees			1,809			1,341			—
Professional fees			2,440			1,654			66
Organization and offering costs			42			676			1,079
Directors’ fees			336			349			43
Administrative service fees			212			183			—
General and other expenses			1,538			493			47
Total expenses			57,104			13,176			1,235
Expense support (Note 3)			98			(230)			(79)
Management fees waiver (Note 3)			(10,395)			(1,678)			—
Net expenses			46,807			11,268			1,156
Net investment income (loss) before taxes			73,009			10,635			(1,156)
Excise tax expense			80			—			—
Net investment income/(loss) after taxes			72,929			10,635			(1,156)
Realized and unrealized gain (loss) on investment transactions:
Net realized gain (loss):
Non-controlled/non-affiliated investments			1,895			2,154			—
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments			8,431			5,508			—
Net realized and unrealized gain (loss)			10,326			7,662			—
Net increase (decrease) in net assets resulting from operations		$	83,255		$	18,297		$	(1,156)
Per share information – basic and diluted
Net investment income (loss) per share (basic and diluted):		$	2.34		$	1.41		$	(660.54)
Earnings per share (basic and diluted):		$	2.67		$	2.42		$	—
Weighted average shares outstanding (basic and diluted) (Note 9):			31,159,302			7,559,426			1,750

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

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Morgan Stanley Direct Lending Fund

Consolidated Statements of Cash Flows
(In thousands)

	For the year ended December 31, 2021			For the year ended December 31, 2020			From May 30, 2019 (inception) to December 31, 2019
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations		$	83,255		$	18,297		$	(1,156)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net unrealized (appreciation) depreciation on investments			(8,431)			(5,508)			—
Net realized (gain) loss on investments			(1,895)			(2,154)			—
Net accretion of discount and amortization of premium on investments			(10,133)			(3,606)			—
Payment-in-kind interest and dividend capitalized			(1,179)			(9)			—
Amortization of deferred financing costs			2,913			1,072			—
Amortization of deferred offering costs			24			258			—
Purchases of investments and change in payable for investments purchased			(2,113,463)			(714,658)			—
Proceeds from sales and repayments of investments and change in receivable for investments sold			384,486			88,875			—
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable from non-controlled/non-affiliated investments			(9,460)			(2,280)			—
(Increase) decrease in deferred offering costs			—			—			(212)
(Increase) decrease in prepaid expenses and other assets			(70)			23			(221)
(Decrease) increase in payable to affiliates			2,571			461			1,037
(Decrease) increase in management fees payable			1,011			295			—
(Decrease) increase in incentive fees payable			5,770			2,889			—
(Decrease) increase in interest payable			2,127			1,154			—
(Decrease) increase in accrued expenses and other liabilities			1,186			1,540			552
Net cash provided by (used in) operating activities			(1,661,288)			(613,351)			—
Cash flows from financing activities:
Borrowings on debt			1,514,000			612,350			—
Repayments on debt			(598,000)			(278,500)			—
Deferred financing costs paid			(8,204)			(2,780)			—
Dividends paid in cash			(38,217)			(3,738)			—
Proceeds from issuance of common stock			854,605			297,347			35
Offering costs paid			(6)			(100)			—
Net cash provided by (used in) financing activities			1,724,178			624,579			35
Net increase (decrease) in cash			62,890			11,228			35
Cash, beginning of period			11,263			35			—
Cash, end of period		$	74,153		$	11,263		$	35
Supplemental information and non-cash activities:
Accrued but unpaid excise tax expense (Note 2)		$	75		$	—		$	—
Interest expense paid		$	14,956		$	1,094		$	—
Dividend reinvestment paid		$	13,572		$	1,023		$	—
Accrued but unpaid dividends		$	29,691		$	9,165		$	—
Subscriptions receivable		$	7,850		$	—		$	—
Accrued but unpaid deferred financing costs		$	1,487		$	3,425		$	958
Accrued but unpaid deferred offering costs		$	—		$	—		$	38

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

F-63

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Acquisition Date		Maturity Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
First Lien Debt
Aerospace and Defense
Jonathan Acquisition Company	(5)(7)	L + 5.00%		6.00%		02/12/2021		12/22/2026		2,739		$	2,671		$	2,671		0.22%
PCX Holding Corp.	(5)(6)(7)	L + 6.25%		7.25%		04/22/2021		04/22/2027		18,417			18,250			18,417		1.55
PCX Holding Corp.	(5)(7)(13)	L + 6.25%		7.25%		04/22/2021		04/22/2027		7,386			7,309			7,386		0.62
PCX Holding Corp.	(5)(7)(13)	L + 6.25%		7.25%		04/22/2021		04/22/2027		—			(16)			—		0.00
Two Six Labs, LLC	(5)(8)	L + 5.50%		6.25%		08/24/2021		08/20/2027		11,070			10,859			10,960		0.92
Two Six Labs, LLC	(5)(8)(13)	L + 5.50%		6.25%		08/24/2021		08/20/2027		—			(40)			(43)		0.00
Two Six Labs, LLC	(5)(8)(13)	L + 5.50%		6.25%		08/24/2021		08/20/2027		—			(40)			(21)		0.00
													38,993			39,370		3.31
Air Freight & Logistics
Omni Intermediate Holdings, LLC	(5)(7)	L + 5.00%		6.00%		12/02/2021		12/30/2026		10,621			10,516			10,516		0.88
Omni Intermediate Holdings, LLC	(5)(7)(13)	L + 5.00%		6.00%		12/02/2021		12/30/2026		1,195			1,176			1,176		0.10
Omni Intermediate Holdings, LLC	(5)(7)(13)	L + 5.00%		6.00%		11/30/2021		12/30/2025		266			256			256		0.02
													11,948			11,948		1.01
Auto Components
CC SAG Holdings Corp. (Spectrum Automotive)	(5)(6)(8)	L + 5.75%		6.50%		06/29/2021		06/29/2028		23,890			23,553			23,613		1.99
CC SAG Holdings Corp. (Spectrum Automotive)	(5)(8)(13)	L + 5.75%		6.50%		06/29/2021		06/29/2028		2,167			2,105			2,091		0.18
CC SAG Holdings Corp. (Spectrum Automotive)	(5)(8)(13)	L + 5.75%		6.50%		06/29/2021		06/29/2027		—			(12)			(10)		0.00
Sonny’s Enterprises, Inc.	(5)(7)	L + 5.50%		6.50%		11/01/2021		08/05/2026		7,075			6,938			6,938		0.58
Sonny’s Enterprises, Inc.	(5)(6)(7)	L + 6.75%		7.75%		12/28/2020		08/05/2026		5,414			5,321			5,321		0.45
Sonny’s Enterprises, Inc.	(5)(7)(13)	L + 6.75%		7.75%		12/28/2020		08/05/2026		14,447			14,203			14,203		1.19
Sonny’s Enterprises, Inc.	(5)(7)(13)	L + 5.50%		6.50%		11/01/2021		08/05/2026		—			(410)			(410)		(0.03)
													51,698			51,746		4.35
Automobiles
ARI Network Services, Inc.	(5)(6)(7)	L + 6.50%		7.50%		06/30/2021		02/28/2025		20,931			20,563			20,767		1.75
ARI Network Services, Inc.	(5)(6)(7)(13)	L + 6.50%		7.50%		06/30/2021		02/28/2025		3,667			3,603			3,639		0.31
ARI Network Services, Inc.	(5)(7)(13)	L + 6.50%		7.50%		06/30/2021		02/28/2025		1,333			1,281			1,310		0.11
Summit Buyer, LLC	(5)(7)	L + 5.00%		6.00%		09/17/2021		01/14/2026		22,344			21,923			22,167		1.86
Summit Buyer, LLC	(5)(7)(13)	L + 5.00%		6.00%		06/23/2021		01/14/2026		18,887			18,416			18,630		1.57
Summit Buyer, LLC	(5)(7)(13)	L + 5.00%		6.00%		06/23/2021		01/14/2026		—			(43)			(19)		0.00
Turbo Buyer, Inc.	(5)(7)	L + 6.00%		7.00%		11/15/2021		12/02/2025		38,325			37,645			37,580		3.16
Turbo Buyer, Inc.	(5)(7)(13)	L + 6.00%		7.00%		11/15/2021		12/02/2025		36,890			36,086			36,142		3.04
Vehlo Purchaser, LLC	(5)(8)	L + 5.00%		5.75%		08/27/2021		08/27/2027		27,154			26,638			26,725		2.25
Vehlo Purchaser, LLC	(5)(8)(13)	L + 5.00%		5.75%		08/27/2021		08/27/2027		7,875			7,614			7,568		0.64
Vehlo Purchaser, LLC	(5)(8)(13)	L + 5.00%		5.75%		08/27/2021		08/27/2027		1,167			1,057			1,074		0.09
													174,783			175,583		14.77
Biotechnology
GraphPad Software, LLC	(5)(6)(7)	L + 5.50%		6.50%		10/26/2021		04/27/2027		15,110			14,971			14,971		1.26
GraphPad Software, LLC	(5)(7)(13)	L + 6.00%		7.00%		04/28/2021		04/27/2027		—			(16)			(16)		0.00
													14,955			14,955		1.26

F-64

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Acquisition Date		Maturity Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Commercial Services & Supplies
365 Retail Markets, LLC	(5)(7)	L + 4.75%		5.75%		08/31/2021		12/23/2026		17,456		$	17,167		$	17,238		1.45%
365 Retail Markets, LLC	(5)(7)(13)	L + 4.75%		5.75%		11/05/2021		12/23/2026		—			(34)			(34)		0.00
365 Retail Markets, LLC	(5)(7)(13)	L + 4.75%		5.75%		08/31/2021		12/23/2026		800			754			765		0.06
Capstone Acquisition Holdings, Inc.	(5)(6)(7)	L + 4.75%		5.75%		11/13/2020		11/12/2027		3,460			3,433			3,460		0.29
Capstone Acquisition Holdings, Inc.	(5)(7)(13)	L + 4.75%		5.75%		11/13/2020		11/12/2027		194			191			194		0.02
Encore Holdings, LLC	(5)(8)	L + 4.50%		5.25%		11/23/2021		11/23/2028		1,868			1,836			1,836		0.15
Encore Holdings, LLC	(5)(8)(13)	L + 4.50%		5.25%		11/23/2021		11/23/2028		512			477			477		0.04
Encore Holdings, LLC	(5)(8)(13)	L + 4.50%		5.25%		11/23/2021		11/23/2027		—			(9)			(9)		0.00
FLS Holding, Inc.	(5)(7)(10)	L + 5.25%		6.25%		12/17/2021		12/17/2028		28,750			28,178			28,178		2.37
FLS Holding, Inc.	(5)(7)(10)(13)	L + 5.25%		6.25%		12/17/2021		12/17/2028		—			(62)			(62)		(0.01)
FLS Holding, Inc.	(5)(7)(10)(13)	L + 5.25%		6.25%		12/17/2021		12/17/2027		—			(50)			(50)		0.00
KWOR Acquisition, Inc.	(5)(8)	L + 5.25%		6.00%		12/22/2021		12/22/2028		878			865			865		0.07
KWOR Acquisition, Inc.	(5)(13)	P + 4.25%		7.50%		12/22/2021		12/22/2027		12			10			10		0.00
MHE Intermediate Holdings, LLC	(5)(6)(7)	L + 5.75%		6.75%		07/21/2021		07/21/2027		28,678			28,139			28,392		2.39
MHE Intermediate Holdings, LLC	(5)(7)(13)	L + 5.75%		6.75%		07/21/2021		07/21/2027		2,160			2,104			2,122		0.18
MHE Intermediate Holdings, LLC	(5)(7)(13)	L + 5.75%		6.75%		07/21/2021		07/21/2027		—			(46)			(25)		0.00
PDFTron US Acquisition Corp.	(5)(6)(7)(10)	L + 5.50%		6.50%		07/15/2021		07/15/2027		30,723			30,226			29,894		2.52
PDFTron US Acquisition Corp.	(5)(7)(10)(13)	L + 5.50%		6.50%		07/15/2021		07/15/2027		6,160			6,044			5,896		0.50
PDFTron US Acquisition Corp.	(5)(7)(10)(13)	L + 5.50%		6.50%		07/15/2021		07/15/2026		—			(140)			(208)		(0.02)
Pritchard Industries, LLC	(5)(8)	L + 5.50%		6.25%		10/13/2021		10/13/2027		25,789			25,289			25,289		2.13
Pritchard Industries, LLC	(5)(8)(13)	L + 5.50%		6.25%		10/13/2021		10/13/2027		—			(59)			(59)		0.00
Procure Acquireco, Inc. (Procure Analytics)	(5)(8)	L + 5.50%		6.25%		12/20/2021		12/20/2028		3,968			3,889			3,889		0.33
Procure Acquireco, Inc. (Procure Analytics)	(5)(8)(13)	L + 5.50%		6.25%		12/20/2021		12/20/2028		—			(8)			(8)		0.00
Procure Acquireco, Inc. (Procure Analytics)	(5)(8)(13)	L + 5.50%		6.25%		12/20/2021		12/20/2028		—			(5)			(5)		0.00
Sherlock Buyer Corp.	(5)(8)	L + 5.75%		6.50%		12/08/2021		12/08/2028		11,145			10,923			10,923		0.92
Sherlock Buyer Corp.	(5)(8)(13)	L + 5.75%		6.50%		12/08/2021		12/08/2028		—			(32)			(32)		0.00
Sherlock Buyer Corp.	(5)(8)(13)	L + 5.75%		6.50%		12/08/2021		12/08/2027		—			(25)			(25)		0.00
Sweep Purchaser, LLC	(5)(7)	L + 5.75%		6.75%		11/30/2020		11/30/2026		8,793			8,644			8,644		0.73
Sweep Purchaser, LLC	(5)(7)(13)	L + 5.75%		6.75%		02/12/2021		11/30/2026		5,029			4,942			4,942		0.42
Sweep Purchaser, LLC	(5) (13)	P + 4.75%		8.00%		11/30/2020		11/30/2026		450			427			427		0.04
United Flow Technologies Intermediate Holdco II, LLC	(5)(7)	L + 5.75%		6.75%		10/29/2021		10/29/2027		17,100			16,766			16,766		1.41
United Flow Technologies Intermediate Holdco II, LLC	(5)(7)(13)	L + 5.75%		6.75%		10/29/2021		10/29/2027		2,400			2,280			2,280		0.19
United Flow Technologies Intermediate Holdco II, LLC	(5)(7)(13)	L + 5.75%		6.75%		10/29/2021		10/29/2026		—			(58)			(58)		0.00
US Infra Svcs Buyer, LLC	(5)(6)(7)	L + 6.50%		7.50%		04/10/2020		04/13/2026		16,991			16,734			16,903		1.42
US Infra Svcs Buyer, LLC	(5)(7)(13)	L + 6.50%		7.50%		04/10/2020		04/13/2026		2,398			2,246			2,343		0.20
US Infra Svcs Buyer, LLC	(5)(7)(13)	L + 6.50%		7.50%		04/10/2020		04/13/2026		2,025			1,993			2,013		0.17
Valcourt Holdings II, LLC	(5)(6)(7)	L + 5.50%		6.50%		03/15/2021		01/07/2027		35,431			34,816			35,431		2.98
Valcourt Holdings II, LLC	(5)(7)(13)	L + 5.50%		6.50%		01/07/2021		01/07/2027		2,521			2,405			2,521		0.21
Vessco Midco Holdings, LLC	(5)(6)(7)	L + 4.50%		5.50%		10/30/2020		11/02/2026		2,735			2,713			2,735		0.23
Vessco Midco Holdings, LLC	(5)(7)(13)	L + 4.50%		5.50%		10/30/2020		11/02/2026		1,472			1,457			1,472		0.12

F-65

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Acquisition Date		Maturity Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Vessco Midco Holdings, LLC	(5)(13)	P + 3.50%		6.75%		10/30/2020		10/18/2026		20		$	16		$	20		0.00%
VRC Companies, LLC	(5)(6)(8)	L + 5.50%		6.25%		06/30/2021		06/29/2027		49,335			48,644			48,921		4.12
VRC Companies, LLC	(5)(6)(8)(13)	L + 5.50%		6.25%		06/30/2021		06/29/2027		3,263			3,148			3,193		0.27
VRC Companies, LLC	(5)(8)(13)	L + 5.50%		6.25%		06/30/2021		06/29/2027		—			(23)			(14)		0.00
													306,205			307,450		25.87
Construction & Engineering
KPSKY Acquisition, Inc.	(5)(8)	L + 5.50%		6.25%		10/19/2021		10/19/2028		34,557			33,882			33,882		2.85
KPSKY Acquisition, Inc.	(5)(13)	P + 4.50%		7.75%		10/19/2021		10/19/2028		1,975			1,917			1,917		0.16
													35,799			35,799		3.01
Containers & Packaging
BP Purchaser, LLC	(5)(8)	L + 5.50%		6.25%		12/10/2021		12/10/2028		17,467			17,120			17,120		1.44
Fortis Solutions Group, LLC	(5)(8)	L + 5.50%		6.25%		10/15/2021		10/13/2028		19,430			19,051			19,051		1.60
Fortis Solutions Group, LLC	(5)(8)(13)	L + 5.50%		6.25%		10/15/2021		10/13/2028		—			(76)			(76)		(0.01)
Fortis Solutions Group, LLC	(5)(8)(13)	L + 5.50%		6.25%		10/15/2021		10/15/2027		—			(52)			(52)		0.00
													36,043			36,043		3.03
Distributors
PT Intermediate Holdings III, LLC	(5)(8)	L + 5.50%		6.25%		11/11/2021		11/01/2028		17,400			17,228			17,228		1.45
PT Intermediate Holdings III, LLC	(5)(8)(13)	L + 5.50%		6.25%		11/11/2021		11/01/2028		11,521			11,408			11,408		0.96
													28,636			28,636		2.41
Diversified Consumer Services
Mammoth Holdings, LLC	(5)(6)(7)	L + 6.00%		7.00%		03/23/2021		10/16/2023		8,117			8,058			8,117		0.68
Mammoth Holdings, LLC	(5)(7)(13)	L + 6.00%		7.00%		06/15/2021		10/16/2023		28,858			28,590			28,858		2.43
Mammoth Holdings, LLC	(5)(7)(13)	L + 6.00%		7.00%		03/23/2021		10/16/2023		—			(6)			—		0.00
													36,642			36,975		3.11
Diversified Financial Services
SitusAMC Holdings Corporation	(5)(8)	L + 5.75%		6.50%		12/22/2021		12/22/2027		3,600			3,564			3,564		0.30
Food Products
AMCP Pet Holdings, Inc. (Brightpet)	(5)(6)(7)	L + 6.25%		7.25%		10/06/2020		10/05/2026		33,825			32,969			33,527		2.82
AMCP Pet Holdings, Inc. (Brightpet)	(5)(7)(13)	L + 6.25%		7.25%		10/06/2020		10/05/2026		—			(119)			(44)		0.00
AMCP Pet Holdings, Inc. (Brightpet)	(5)(7)(13)	L + 6.25%		7.25%		10/06/2020		10/05/2026		3,938			3,796			3,886		0.33
Nellson Nutraceutical, Inc.	(5)(6)(7)	L + 5.25%		6.25%		09/30/2020		12/23/2023		24,606			24,292			24,606		2.07
Nellson Nutraceutical, Inc.	(5)(6)	P + 4.25%		7.50%		09/30/2020		12/23/2023		66			65			66		0.01
Teasdale Foods, Inc. (Teasdale Latin Foods)	(5)(7)	L + 6.25%; 1.00% PIK		8.25%		12/18/2020		12/18/2025		11,148			10,965			10,029		0.84
													71,968			72,070		6.06
Health Care Equipment & Supplies
Performance Health Holdings, Inc.	(5)(6)(7)	L + 6.00%		7.00%		07/12/2021		07/12/2027		10,474			10,278			10,474		0.88
Health Care Providers & Services
Bearcat Buyer, Inc.	(5)(6)(7)	L + 4.75%		5.75%		11/18/2020		07/09/2026		6,843			6,700			6,843		0.58
Bearcat Buyer, Inc.	(5)(7)(13)	L + 4.75%		5.75%		11/18/2020		07/09/2026		6,262			6,122			6,262		0.53
DCA Investment Holdings, LLC	(5)(6)(8)	L + 6.25%		7.00%		03/12/2021		03/12/2027		11,175			11,027			11,175		0.94
DCA Investment Holdings, LLC	(5)(8)(13)	L + 6.25%		7.00%		03/12/2021		03/12/2027		1,079			1,053			1,079		0.09
Heartland Veterinary Partners, LLC	(5)(7)	L + 4.75%		5.75%		11/17/2021		12/10/2026		1,885			1,866			1,866		0.16

F-66

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Acquisition Date		Maturity Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Heartland Veterinary Partners, LLC	(5)(7)(13)	L + 4.75%		5.75%		11/17/2021		12/10/2026		424		$	383		$	383		0.03%
Heartland Veterinary Partners, LLC	(5)(7)(13)	L + 4.75%		5.75%		11/17/2021		12/10/2026		—			(4)			(4)		0.00
mPulse Mobile, Inc.	(5)(8)	L + 5.25%		6.00%		12/17/2021		12/17/2027		17,500			17,152			17,152		1.44
mPulse Mobile, Inc.	(5)(8)(13)	L + 5.25%		6.00%		12/17/2021		12/17/2027		—			(20)			(20)		0.00
mPulse Mobile, Inc.	(5)(8)(13)	L + 5.25%		6.00%		12/17/2021		12/17/2027		—			(10)			(10)		0.00
Promptcare Infusion Buyer, Inc.	(5)(7)	L + 6.00%		7.00%		09/01/2021		09/01/2027		9,165			8,990			8,948		0.75
Promptcare Infusion Buyer, Inc.	(5)(7)(13)	L + 6.00%		7.00%		09/01/2021		09/01/2027		837			792			745		0.06
Suveto Buyer, LLC	(5)(8)(13)	L + 4.25%		5.00%		09/09/2021		09/09/2027		7,755			7,643			7,608		0.64
Suveto Buyer, LLC	(5)(13)	P + 3.25%		6.50%		09/09/2021		09/09/2027		590			575			575		0.05
													62,269			62,602		5.27
Health Care Technology
Lightspeed Buyer, Inc.	(5)(6)(7)	L + 5.75%		6.75%		08/31/2021		02/03/2026		12,797			12,506			12,229		1.03
Lightspeed Buyer, Inc.	(5)(7)(13)	L + 5.75%		6.75%		08/31/2021		02/03/2026		9,328			9,056			8,734		0.73
													21,562			20,963		1.76
Industrial Conglomerates
Electrical Source Holdings LLC	(5)(6)(8)	L + 5.50%		6.25%		12/11/2020		11/25/2025		29,550			29,330			29,550		2.49
Electrical Source Holdings LLC	(5)(6)(8)(13)	L + 5.50%		6.25%		08/31/2021		11/25/2025		6,538			6,449			6,538		0.55
Electrical Source Holdings LLC	(5)(8)(13)	L + 5.50%		6.25%		01/20/2021		11/25/2025		197			179			197		0.02
													35,958			36,285		3.05
Insurance
Foundation Risk Partners, Corp.	(5)(8)	L + 5.75%		6.50%		10/29/2021		10/29/2028		43,291			42,654			42,654		3.59
Foundation Risk Partners, Corp.	(5)(8)(13)	L + 5.75%		6.50%		10/29/2021		10/29/2028		5,378			5,269			5,269		0.44
Foundation Risk Partners, Corp.	(5)(8)(13)	L + 5.75%		6.50%		10/29/2021		10/29/2027		—			(67)			(67)		(0.01)
Galway Borrower, LLC	(5)(8)	L + 5.25%		6.00%		09/30/2021		09/29/2028		26,722			26,203			26,260		2.21
Galway Borrower, LLC	(5)(8)(13)	L + 5.25%		6.00%		09/30/2021		09/29/2028		1,843			1,766			1,736		0.15
Galway Borrower, LLC	(5)(8)(13)	L + 5.25%		6.00%		09/30/2021		09/30/2027		—			(39)			(35)		0.00
Higginbotham Insurance Agency, Inc.	(5)(6)(8)	L + 5.50%		6.25%		12/15/2020		11/25/2026		14,558			14,374			14,413		1.21
Higginbotham Insurance Agency, Inc.	(5)(8)(13)	L + 5.50%		6.25%		12/15/2020		11/25/2026		4,110			4,055			4,069		0.34
High Street Buyer, Inc.	(5)(6)(8)	L + 6.00%		6.75%		04/16/2021		04/14/2028		10,093			9,908			10,093		0.85
High Street Buyer, Inc.	(5)(6)(8)(13)	L + 6.00%		6.75%		04/16/2021		04/14/2028		37,138			36,402			37,138		3.12
High Street Buyer, Inc.	(5)(8)(13)	L + 6.00%		6.75%		04/16/2021		04/16/2027		—			(38)			—		0.00
Integrity Marketing Acquisition, LLC	(5)(6)(8)(13)	L + 5.50%		6.25%		07/09/2021		08/27/2025		58,911			58,193			58,193		4.90
Integrity Marketing Acquisition, LLC	(5)(7)(13)	L + 5.75%		6.75%		02/05/2021		08/27/2025		24,849			24,545			24,545		2.07
Keystone Agency Investors	(5)(7)	L + 5.50%		6.50%		12/21/2021		05/03/2027		2,003			1,973			1,974		0.17
Keystone Agency Investors	(5)(7)(13)	L + 5.50%		6.50%		12/21/2021		05/03/2027		—			(38)			(38)		0.00
Majesco	(5)(6)(7)	L + 7.25%		8.25%		09/21/2020		09/21/2027		23,660			23,104			23,660		1.99
Majesco	(5)(7)(13)	L + 7.25%		8.25%		09/21/2020		09/21/2026		—			(37)			—		0.00
Patriot Growth Insurance Services, LLC	(5)(6)(8)	L + 5.50%		6.25%		10/14/2021		10/14/2028		45,812			44,918			44,918		3.78
Patriot Growth Insurance Services, LLC	(5)(7)(13)	L + 5.75%		6.75%		10/14/2021		10/16/2028		—			(171)			(171)		(0.01)
Patriot Growth Insurance Services, LLC	(5)(8)(13)	L + 5.50%		6.25%		10/14/2021		10/14/2027		—			(86)			(86)		(0.01)
Peter C. Foy & Associates Insurance Services, LLC	(5)(8)	L + 6.00%		6.75%		11/02/2021		11/01/2028		17,972			17,796			17,796		1.50
Peter C. Foy & Associates Insurance Services, LLC	(5)(8)(13)	L + 6.00%		6.75%		11/02/2021		11/01/2028		3,433			3,392			3,392		0.29

F-67

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Acquisition Date		Maturity Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Peter C. Foy & Associates Insurance Services, LLC	(5)(8)(13)	L + 6.00%		6.75%		11/02/2021		11/01/2027		—		$	(8)		$	(8)		0.00%
RSC Acquisition, Inc.	(5)(6)(8)	L + 5.50%		6.25%		11/12/2021		10/30/2026		18,667			18,287			18,484		1.56
RSC Acquisition, Inc.	(5)(8)(13)	L + 5.50%		6.25%		11/12/2021		10/30/2026		5,911			5,772			5,772		0.49
World Insurance Associates, LLC	(5)(6)(7)	L + 5.75%		6.75%		04/01/2021		04/01/2026		33,658			32,601			32,996		2.78
World Insurance Associates, LLC	(5)(6)(7)(13)	L + 5.75%		6.75%		01/15/2021		04/01/2026		31,487			30,671			30,868		2.60
World Insurance Associates, LLC	(5)(7)(13)	L + 5.75%		6.75%		04/01/2021		04/01/2026		95			74			70		0.01
													401,473			403,895		33.98
Interactive Media & Services
FMG Suite Holdings, LLC	(5)(7)	L + 5.50%		6.50%		04/30/2021		10/30/2026		22,253			21,854			22,171		1.87
FMG Suite Holdings, LLC	(5)(7)(13)	L + 5.50%		6.50%		04/30/2021		10/30/2026		—			(92)			(19)		0.00
FMG Suite Holdings, LLC	(5)(7)(13)	L + 5.50%		6.50%		04/30/2021		10/30/2026		—			(46)			(10)		0.00
MSM Acquisitions, Inc.	(5)(6)(7)	L + 6.00%		7.00%		12/09/2020		12/09/2026		31,890			31,412			31,571		2.66
MSM Acquisitions, Inc.	(5)(7)(13)	L + 6.00%		7.00%		12/09/2020		12/09/2026		9,782			9,488			9,419		0.79
MSM Acquisitions, Inc.	(5)(13)	P + 5.00%		8.25%		12/09/2020		12/09/2026		365			300			326		0.03
Triple Lift, Inc.	(5)(6)(8)	L + 5.75%		6.50%		05/06/2021		05/08/2028		27,860			27,345			27,604		2.32
Triple Lift, Inc.	(5)(8)(13)	L + 5.75%		6.50%		05/06/2021		05/08/2028		—			(72)			(37)		0.00
													90,189			91,025		7.66
IT Services
Atlas Purchaser, Inc.	(6)(8)	L + 5.25%		6.00%		05/03/2021		05/08/2028		17,413			17,090			17,064		1.44
Donuts, Inc.	(5)(6)(7)	L + 6.00%		7.00%		01/20/2021		12/29/2026		18,563			18,237			18,563		1.56
Govbrands Intermediate, Inc.	(5)(6)(8)	L + 5.50%		6.25%		08/04/2021		08/04/2027		40,162			39,214			39,214		3.30
Govbrands Intermediate, Inc.	(5)(8)(13)	L + 5.50%		6.25%		08/04/2021		08/04/2027		9,059			8,795			8,795		0.74
Govbrands Intermediate, Inc.	(5)(8)(13)	L + 5.50%		6.25%		08/04/2021		08/04/2027		—			(99)			(99)		(0.01)
Recovery Point Systems, Inc.	(5)(6)(7)	L + 6.50%		7.50%		08/12/2020		08/12/2026		41,475			40,805			41,475		3.49
Recovery Point Systems, Inc.	(5)(7)(13)	L + 6.50%		7.50%		08/12/2020		08/12/2026		—			(61)			—		0.00
Syntax Systems Ltd	(5)(8)(10)	L + 5.50%		6.25%		10/29/2021		10/29/2028		35,811			35,460			35,460		2.98
Syntax Systems Ltd	(5)(8)(10)(13)	L + 5.50%		6.25%		10/29/2021		10/29/2028		—			(91)			(91)		(0.01)
Syntax Systems Ltd	(5)(8)(10)(13)	L + 5.50%		6.25%		10/29/2021		10/29/2026		1,637			1,601			1,601		0.13
Thrive Buyer, Inc. (Thrive Networks)	(5)(6)(7)	L + 6.00%		7.00%		02/01/2021		01/22/2027		20,770			20,402			20,402		1.72
Thrive Buyer, Inc. (Thrive Networks)	(5)(7)(13)	L + 6.00%		7.00%		02/01/2021		01/22/2027		8,031			7,763			7,763		0.65
Thrive Buyer, Inc. (Thrive Networks)	(5)(7)(13)	L + 6.00%		7.00%		02/01/2021		01/22/2027		—			(35)			(35)		0.00
Upstack Holdco, Inc.	(5)(7)	L + 6.00%		7.00%		08/26/2021		08/20/2027		9,844			9,609			9,635		0.81
Upstack Holdco, Inc.	(5)(7)(13)	L + 6.00%		7.00%		08/26/2021		08/20/2027		3,325			3,223			3,232		0.27
Upstack Holdco, Inc.	(5)(7)(13)	L + 6.00%		7.00%		08/26/2021		08/20/2027		—			(23)			(19)		0.00
													201,890			202,960		17.08
Leisure Products
GSM Acquisition Corp. (GSM Outdoors)	(5)(6)(7)	L + 5.00%		6.00%		11/16/2020		11/16/2026		47,701			47,196			47,701		4.01
GSM Acquisition Corp. (GSM Outdoors)	(5)(7)(13)	L + 5.00%		6.00%		11/16/2020		11/16/2026		7,199			7,096			7,199		0.61
													54,292			54,900		4.62
Machinery
Answer Target Holdco, LLC	(5)(7)	L + 6.00%		7.00%		12/30/2021		12/30/2026		10,827			10,611			10,611		0.89
Answer Target Holdco, LLC	(5)(7)(13)	L + 6.00%		7.00%		12/30/2021		12/30/2026		—			(16)			(16)		0.00
Komline-Sanderson Group, Inc.	(5)(9)	L + 6.00%		6.50%		12/30/2021		03/17/2026		16,798			16,643			16,462		1.39

F-68

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Acquisition Date		Maturity Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Komline-Sanderson Group, Inc.	(5)(9)(13)	L + 6.00%		6.50%		03/17/2021		03/17/2026		19,263		$	19,090		$	18,877		1.59%
Komline-Sanderson Group, Inc.	(5)(9)(13)	L + 6.00%		6.50%		03/17/2021		03/17/2026		2,294			2,254			2,199		0.19
													48,582			48,133		4.05
Multi-Utilities
AWP Group Holdings, Inc.	(5)(6)(7)	L + 4.75%		5.75%		12/22/2020		12/22/2027		899			888			899		0.08
AWP Group Holdings, Inc.	(5)(7)(13)	L + 4.75%		5.75%		12/22/2020		12/22/2027		132			129			132		0.01
AWP Group Holdings, Inc.	(5)(7)(13)	L + 4.75%		5.75%		12/22/2020		12/22/2026		43			41			43		0.00
Ground Penetrating Radar Systems, LLC	(5)(6)(7)	L + 4.75%		5.75%		03/10/2021		06/26/2026		8,771			8,619			8,771		0.74
Ground Penetrating Radar Systems, LLC	(5)(7)(13)	L + 4.75%		5.75%		03/10/2021		06/26/2025		755			728			755		0.06
													10,405			10,600		0.89
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(5)(6)(7)	L + 6.25%		7.25%		03/17/2021		03/10/2027		18,806			18,428			18,806		1.58
Abacus Data Holdings, Inc. (AbacusNext)	(5)(7)(13)	L + 6.25%		7.25%		03/17/2021		03/10/2027		—			(34)			—		0.00
Abacus Data Holdings, Inc. (AbacusNext)	(5)(7)(13)	L + 6.25%		7.25%		03/17/2021		03/10/2027		210			181			210		0.02
Bullhorn, Inc.	(5)(6)(7)	L + 5.75%		6.75%		09/11/2020		09/30/2026		9,675			9,573			9,629		0.81
Bullhorn, Inc.	(5)(7)(13)	L + 5.75%		6.75%		10/05/2021		09/30/2026		—			(25)			(25)		0.00
Bullhorn, Inc.	(5)(7)(13)	L + 5.75%		6.75%		09/11/2020		09/30/2026		—			(6)			(3)		0.00
Citrin Cooperman Advisors, LLC	(5)(8)	L + 5.00%		5.75%		01/10/2021		10/01/2027		20,176			19,787			19,787		1.66
Citrin Cooperman Advisors, LLC	(5)(8)(13)	L + 5.00%		5.75%		01/10/2021		10/01/2027		—			(83)			(83)		(0.01)
Citrin Cooperman Advisors, LLC	(5)(8)(13)	L + 5.00%		5.75%		01/10/2021		10/01/2027		—			(469)			(469)		(0.04)
IQN Holding Corp., dba Beeline	(5)(6)(7)	L + 5.50%		6.50%		02/10/2020		08/20/2024		44,355			44,205			44,355		3.73
IQN Holding Corp., dba Beeline	(5)(7)(13)	L + 5.50%		6.50%		02/10/2020		08/21/2023		—			(10)			—		0.00
													91,547			92,207		7.76
Real Estate Management & Development
Associations, Inc.	(5)(6)(7)	L + 4.00%; 2.50% PIK		7.50%		07/09/2021		07/02/2027		15,853			15,706			15,853		1.33
Associations, Inc.	(5)(7)(13)	L + 4.00%; 2.50% PIK		7.50%		07/09/2021		07/02/2027		2,723			2,698			2,723		0.23
Associations, Inc.	(5)(7)(13)	L + 6.50%		7.50%		07/09/2021		07/02/2027		11,187			11,083			11,187		0.94
Associations, Inc.	(5)(7)(13)	L + 6.50%		7.50%		07/09/2021		07/02/2027		—			(17)			—		0.00
MRI Software, LLC	(5)(7)	L + 5.50%		6.50%		01/22/2021		02/10/2026		49,090			48,603			49,090		4.13
MRI Software, LLC	(5)(6)(7)(13)	L + 5.50%		6.50%		03/24/2021		02/10/2026		362			338			362		0.03
MRI Software, LLC	(5)(7)(13)	L + 5.50%		6.50%		03/24/2021		02/10/2026		—			(15)			—		0.00
Zarya Intermediate, LLC	(5)(6)(7)	L + 6.50%		7.50%		07/01/2021		07/01/2027		24,500			24,043			24,500		2.06
Zarya Intermediate, LLC	(5)(7)(13)	L + 6.50%		7.50%		07/01/2021		07/01/2027		19,250			18,884			19,250		1.62
Zarya Intermediate, LLC	(5)(7)(13)	L + 6.50%		7.50%		07/01/2021		07/01/2027		—			(86)			—		0.00
													121,237			122,965		10.35
Software
Alert Media, Inc.	(5)(6)(7)	L + 5.00%		6.00%		04/12/2021		04/12/2027		14,000			13,811			13,657		1.15
Alert Media, Inc.	(5)(7)(13)	L + 5.00%		6.00%		04/12/2021		04/10/2026		—			(22)			(43)		0.00
Appfire Technologies, LLC	(5)(7)	L + 5.50%		6.50%		10/04/2021		03/09/2027		4,663			4,643			4,663		0.39
Appfire Technologies, LLC	(5)(7)(13)	L + 5.50%		6.50%		07/07/2021		03/09/2027		—			(59)			—		0.00
Assembly Intermediate, LLC	(5)(7)	L + 7.00%		8.00%		10/19/2021		10/19/2027		20,741			20,337			20,337		1.71
Assembly Intermediate, LLC	(5)(7)(13)	L + 7.00%		8.00%		10/19/2021		10/19/2027		1,244			1,182			1,182		0.10
Assembly Intermediate, LLC	(5)(7)(13)	L + 7.00%		8.00%		10/19/2021		10/19/2027		—			(40)			(40)		0.00

F-69

TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Acquisition Date		Maturity Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
CLEO Communications Holding, LLC	(5)(6)(7)	L + 6.75%		7.75%		06/09/2021		06/09/2027		39,998		$	39,628		$	39,366		3.31%
CLEO Communications Holding, LLC	(5)(7)(13)	L + 6.75%		7.75%		06/09/2021		06/09/2027		—			(113)			(197)		(0.02)
Cordeagle US Finco, Inc.	(5)(7)(10)	L + 6.75%		7.75%		07/30/2021		07/30/2027		18,200			17,856			18,200		1.53
Cordeagle US Finco, Inc.	(5)(7)(10)(13)	L + 6.75%		7.75%		07/30/2021		07/30/2027		—			(52)			—		0.00
Diligent Corporation	(5)(6)(7)	L + 5.75%		6.75%		03/04/2021		08/04/2025		27,790			27,555			27,790		2.34
Diligent Corporation	(5)(6)(7)(13)	L + 5.75%		6.75%		03/30/2021		08/04/2025		860			826			860		0.07
Diligent Corporation	(5)(7)(13)	L + 5.75%		6.75%		03/30/2021		08/04/2025		—			(37)			—		0.00
GS AcquisitionCo, Inc.	(5)(6)(7)	L + 5.75%		6.75%		10/05/2021		05/22/2026		69,710			69,108			69,361		5.84
GS AcquisitionCo, Inc.	(5)(7)(13)	L + 5.75%		6.75%		07/10/2021		05/22/2026		—			(26)			(54)		0.00
GS AcquisitionCo, Inc.	(5)(7)(13)	L + 5.75%		6.75%		10/27/2020		05/22/2026		1,149			1,125			1,137		0.10
Gurobi Optimization, LLC	(5)(6)(7)	L + 5.00%		6.00%		11/12/2020		12/19/2023		13,226			13,139			13,226		1.11
Gurobi Optimization, LLC	(5)(7)(13)	L + 5.00%		6.00%		11/12/2020		12/19/2023		—			(10)			—		0.00
Pound Bidco, Inc.	(5)(6)(7)(10)	L + 6.50%		7.50%		01/28/2021		01/30/2026		9,012			8,854			8,854		0.74
Pound Bidco, Inc.	(5)(6)(7)(10)(13)	L + 6.50%		7.50%		01/28/2021		01/30/2026		—			(19)			(19)		0.00
Revalize, Inc.	(5)(7)(13)	L + 5.25%		6.25%		12/15/2021		04/15/2027		19,715			19,570			19,512		1.64
Revalize, Inc.	(5)(7)(13)	L + 5.25%		6.25%		12/02/2021		04/15/2027		—			(1)			(1)		0.00
Skykick, Inc.	(5)(7)	L + 7.25%		8.25%		09/01/2021		09/01/2027		6,300			6,149			6,149		0.52
Skykick, Inc.	(5)(7)(13)	L + 7.25%		8.25%		09/01/2021		09/01/2027		—			(31)			(31)		0.00
Trunk Acquisition, Inc.	(5)(7)	L + 6.00%		7.00%		12/27/2021		02/19/2027		9,143			9,052			9,052		0.76
Trunk Acquisition, Inc.	(5)(7)(13)	L + 6.00%		7.00%		12/27/2021		02/19/2026		—			(9)			(9)		0.00
													252,416			252,952		21.28
Total First Lien Debt												$	2,213,332		$	2,224,100		187.12%
Second Lien Debt
Auto Components
PAI Holdco, Inc.	(5)(7)	L + 5.50%, 2.00% PIK		8.50%		01/28/2021		10/28/2028		25,509			24,843			25,509		2.15
Electronic Equipment, Instruments & Components
Infinite Bidco, LLC	(5)(9)	L + 7.00%		7.50%		02/24/2021		03/02/2029		17,000			16,931			17,000		1.43
Infinite Bidco, LLC	(5)(9)(13)	L + 7.00%		7.50%		03/18/2021		03/02/2029		—			(19)			—		0.00
													16,912			17,000		1.43
Energy Equipment & Services
QBS Parent, Inc.	(5)	L + 8.50%		8.72%		02/10/2021		09/21/2026		15,000			14,769			14,748		1.24
Health Care Providers & Services
Heartland Veterinary Partners, LLC	(5)(7)	L + 8.00%		9.00%		11/17/2021		12/10/2027		3,960			3,881			3,882		0.33
Heartland Veterinary Partners, LLC	(5)(7)(13)	L + 8.00%		9.00%		11/17/2021		12/10/2027		585			574			574		0.05
													4,455			4,456		0.37
Industrial Conglomerates
Aptean, Inc.	(5)(8)	L + 7.00%		7.75%		04/22/2021		04/23/2027		5,950			5,950			5,950		0.50
IT Services
Help/Systems Holdings, Inc.	(5)(8)	L + 6.75%		7.50%		05/11/2021		11/19/2027		17,500			17,500			17,500		1.47
Idera, Inc.	(5)(8)	L + 6.75%		7.50%		02/04/2021		03/02/2029		3,887			3,860			3,887		0.33
Red Dawn SEI Buyer, Inc.	(5)(7)	L + 8.50%		9.50%		01/27/2021		11/20/2026		19,000		$	18,584		$	19,000		1.60%
													39,944			40,387		3.40

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated(1)(2)	Footnotes	Reference Rate and Spread	Interest Rate(3)		Acquisition Date		Maturity Date		Par Amount/ Shares		Cost(4)			Fair Value			Percentage of Net Assets
Software
Flexera Software, LLC	(5)(7)	L + 7.00%		8.00%		03/03/2021		03/03/2029		13,500		$	13,251		$	13,500		1.14%
Total Second Lien Debt												$	120,124		$	121,550		10.23%
Other Securities
Unsecured Debt
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(5)(11)	16.25% PIK				12/18/2020		06/18/2026		1,800			1,777			1,350		0.11
Total Unsecured Debt												$	1,777		$	1,350		0.11%
Preferred Equity
Diligent Corporation	(5)(12)	10.50%				04/05/2021				5,000			5,143			5,295		0.45
Integrity Marketing Acquisition, LLC	(5)(12)	10.50%				12/22/2021				3,250,000			3,185			3,185		0.27
Revalize, Inc.	(5)(12)	11.00%				12/14/2021				1,500			1,470			1,470		0.12
Skykick, Inc.	(5)(12)					08/31/2021				134,101			1,275			1,298		0.11
Total Preferred Equity												$	11,073		$	11,248		0.95%
Common Equity
Abacus Data Holdings, Inc. (AbacusNext)	(5)(12)					07/12/2021				29,441			2,944			2,714		0.23
BP Purchaser, LLC	(5)(12)					12/10/2021				1,233,333			1,233			1,233		0.10
CSC Thrive Holdings, LP (Thrive Networks)	(5)(12)					03/01/2021				160,016			411			531		0.04
Encore Holdings, LLC	(5)(12)					11/23/2021				2,391			275			275		0.02
GSM Equity Investors, LP (GSM Outdoors)	(5)(12)					11/16/2020				4,500			450			1,242		0.10
Help HP SCF Investor, LP	(10)(12)					05/12/2021							12,460			13,751		1.16
mPulse Mobile, Inc.	(5)(12)					12/17/2021				165,761			1,220			1,220		0.10
PCX Holding Corp.	(5)(12)					04/22/2021				6,538			654			965		0.08
Pet Holdings, Inc. (Brightpet)	(5)(12)					10/06/2020				12,313			1,232			1,052		0.09
Pritchard Industries, Inc.	(5)(12)					10/13/2021				1,700,000			1,700			1,700		0.14
Procure Acquiom Financial, LLC (Procure Analytics)	(5)(12)					12/20/2021				1,000,000			1,000			1,000		0.08
RPS Group Holdings (Recovery Point Systems, Inc.)	(5)(12)					03/05/2021				1,000,000			1,000			750		0.06
Shelby Co-invest, LP. (Spectrum Automotive)	(5)(12)					06/29/2021				8,500			850			993		0.08
Suveto Buyer, LLC	(5)(10)(12)					11/19/2021				17,000			1,700			1,700		0.14
Total Common Equity												$	27,129		$	29,126		2.45%
Total Other Securities												$	39,979		$	41,724		3.51%
Total Portfolio Investments												$	2,373,435		$	2,387,374		200.86%

(1)

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TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2021
(In thousands)

Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2021, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2021, the Company is not an “affiliated person” of any of its portfolio companies.

(2)

Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 “Debt”.

(3)

Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2021. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2021. As of December 31, 2021, the reference rates for our variable rate loans were the 30-day L at 0.10%, the 90-day L at 0.21%, the 180-day L at 0.34%, and the P at 3.25%.

(4)

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

(5)

(6)

Assets or a portion thereof are pledged as collateral for the BNP Funding Facility. See Note 6 “Debt”.

(7)

Loan includes interest rate floor of 1.00%.

(8)

Loan includes interest rate floor of 0.75%.

(9)

Loan includes interest rate floor of 0.50%.

(10)

The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2021, non-qualifying assets represented 5.7% of total assets as calculated in accordance with regulatory requirements.

(11)

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

(12)

(13)

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TABLE OF CONTENTS

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date		Unfunded Commitment			Fair Value
First Lien Debt
365 Retail Markets, LLC		1.00%	Delayed Draw Term Loan		11/05/2023		$	5,557		$	(34)
365 Retail Markets, LLC		0.50%	Revolver		12/23/2026			2,000			(25)
Abacus Data Holdings, Inc. (AbacusNext)		1.00%	Delayed Draw Term Loan		09/08/2022			3,500			—
Abacus Data Holdings, Inc. (AbacusNext)		0.50%	Revolver		03/10/2027			1,190			—
Alert Media, Inc.		0.50%	Revolver		04/10/2026			1,750			(43)
AMCP Pet Holdings, Inc. (Brightpet)		1.00%	Delayed Draw Term Loan		04/06/2022			5,000			(44)
AMCP Pet Holdings, Inc. (Brightpet)		0.50%	Revolver		10/05/2026			1,896			(17)
Answer Target Holdco, LLC		0.50%	Revolver		12/30/2026			833			(17)
Appfire Technologies, LLC		0.50%	Delayed Draw Term Loan		01/05/2023			13,525			—
ARI Network Services, Inc.		0.50%	Revolver		02/28/2025			1,697			(13)
Assembly Intermediate, LLC		1.00%	Delayed Draw Term Loan		10/19/2023			3,941			(47)
Assembly Intermediate, LLC		0.50%	Revolver		10/19/2027			2,074			(40)
Associations, Inc.		0.50%	Revolver		07/02/2027			1,860			—
AWP Group Holdings, Inc.		1.00%	Delayed Draw Term Loan		12/22/2022			132			—
AWP Group Holdings, Inc.		0.50%	Revolver		12/22/2026			114			—
Bearcat Buyer, Inc.		1.00%	Delayed Draw Term Loan		11/23/2022			513			—
Bullhorn, Inc.		0.50%	Delayed Draw Term Loan		10/05/2022			5,172			(25)
Bullhorn, Inc.		0.50%	Revolver		09/30/2026			554			(3)
Capstone Acquisition Holdings, Inc.		1.00%	Delayed Draw Term Loan		05/13/2022			313			—
CC SAG Holdings Corp. (Spectrum Automotive)		1.00%	Delayed Draw Term Loan		06/29/2023			4,437			(52)
CC SAG Holdings Corp. (Spectrum Automotive)		0.50%	Revolver		06/29/2027			881			(10)
Citrin Cooperman Advisors, LLC		1.00%	Delayed Draw Term Loan		10/01/2023			8,647			(83)
Citrin Cooperman Advisors, LLC		0.50%	Revolver		10/01/2027			24,500			(469)
CLEO Communications Holding, LLC		0.50%	Revolver		06/09/2027			12,502			(198)
Cordeagle US Finco, Inc.		0.50%	Revolver		07/30/2027			2,800			—
DCA Investment Holdings, LLC		1.00%	Delayed Draw Term Loan		03/12/2023			1,689			—
Diligent Corporation		1.00%	Delayed Draw Term Loan		10/05/2022			3,136			—
Diligent Corporation		0.50%	Revolver		08/04/2025			4,500			—
Electrical Source Holdings, LLC		0.50%	Revolver		11/25/2025			896			—
Encore Holdings, LLC		0.75%	Delayed Draw Term Loan		11/23/2024			3,081			(30)
Encore Holdings, LLC		0.50%	Revolver		11/23/2027			539			(9)
FLS Holding, Inc.		1.00%	Delayed Draw Term Loan		06/17/2023			6,250			(62)
FLS Holding, Inc.		0.50%	Revolver		12/17/2027			2,500			(50)
FMG Suite Holdings, LLC		0.50%	Delayed Draw Term Loan		10/28/2022			5,250			(19)
FMG Suite Holdings, LLC		0.50%	Revolver		10/30/2026			2,625			(10)
Fortis Solutions Group, LLC		0.50%	Delayed Draw Term Loan		10/15/2023			7,871			(76)
Fortis Solutions Group, LLC		0.50%	Revolver		10/15/2027			2,699			(52)
Foundation Risk Partners, Corp.		1.00%	Delayed Draw Term Loan		10/29/2023			4,033			(47)
Foundation Risk Partners, Corp.		0.50%	Revolver		10/29/2027			4,571			(67)
Galway Borrower, LLC		0.50%	Delayed Draw Term Loan		09/30/2023			4,311			(75)

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date		Unfunded Commitment			Fair Value
Galway Borrower, LLC		0.50%	Revolver		09/30/2027		$	2,053		$	(36)
Govbrands Intermediate, Inc.		1.00%	Delayed Draw Term Loan		08/04/2023			4,185			(83)
Govbrands Intermediate, Inc.		0.50%	Revolver		08/04/2027			4,237			(99)
GraphPad Software, LLC		0.50%	Revolver		04/27/2027			1,750			(16)
Ground Penetrating Radar Systems, LLC		0.50%	Revolver		06/26/2025			886			—
GS AcquisitionCo, Inc.		0.50%	Delayed Draw Term Loan		11/03/2022			10,833			(54)
GS AcquisitionCo, Inc.		0.50%	Revolver		05/22/2026			1,270			(6)
GSM Acquisition Corp. (GSM Outdoors)		0.50%	Revolver		11/16/2026			1,617			—
Gurobi Optimization, LLC		0.50%	Revolver		12/19/2023			1,607			—
Heartland Veterinary Partners, LLC		0.75%	Delayed Draw Term Loan		11/17/2023			3,816			(37)
Heartland Veterinary Partners, LLC		0.50%	Revolver		12/10/2026			375			(4)
High Street Buyer, Inc.		1.00%	Delayed Draw Term Loan		08/11/2023			3,385			—
High Street Buyer, Inc.		0.50%	Revolver		04/16/2027			2,136			—
Integrity Marketing Acquisition, LLC		1.00%	Delayed Draw Term Loan		12/03/2023			3,056			(38)
IQN Holding Corp., dba Beeline		0.50%	Revolver		08/21/2023			4,545			—
Keystone Agency Investors		1.00%	Delayed Draw Term Loan		12/21/2023			2,578			(38)
Komline-Sanderson Group, Inc.		0.50%	Revolver		03/17/2026			2,452			(49)
KPSKY Acquisition, Inc.		—%	Delayed Draw Term Loan		10/19/2023			1,980			(29)
KWOR Acquisition, Inc.		0.50%	Revolver		12/22/2027			110			(2)
Lightspeed Buyer, Inc.		1.00%	Delayed Draw Term Loan		02/28/2023			4,050			(180)
Majesco		0.50%	Revolver		09/21/2026			1,575			—
Mammoth Holdings, LLC		0.50%	Delayed Draw Term Loan		12/15/2022			7,434			—
Mammoth Holdings, LLC		0.50%	Revolver		10/16/2023			953			—
MHE Intermediate Holdings, LLC		1.00%	Delayed Draw Term Loan		07/21/2023			1,585			(16)
MHE Intermediate Holdings, LLC		0.50%	Revolver		07/21/2027			2,500			(25)
mPulse Mobile, Inc.		0.50%	Delayed Draw Term Loan		12/17/2023			1,996			(20)
mPulse Mobile, Inc.		0.50%	Revolver		12/17/2027			504			(10)
MRI Software, LLC		0.50%	Delayed Draw Term Loan		03/24/2023			10,637			—
MRI Software, LLC		0.50%	Revolver		02/10/2026			2,215			—
MSM Acquisitions, Inc.		1.00%	Delayed Draw Term Loan		01/30/2023			26,515			(265)
MSM Acquisitions, Inc.		0.50%	Revolver		12/09/2026			3,582			(36)
Omni Intermediate Holdings, LLC		1.00%	Delayed Draw Term Loan		12/01/2023			1,264			(6)
Omni Intermediate Holdings, LLC		0.50%	Revolver		12/30/2025			799			(8)
Patriot Growth Insurance Services, LLC		0.75%	Delayed Draw Term Loan		10/14/2023			17,620			(171)
Patriot Growth Insurance Services, LLC		0.75%	Revolver		10/14/2027			4,485			(86)
PCX Holding Corp.		1.00%	Delayed Draw Term Loan		04/22/2023			1,851			—
PCX Holding Corp.		0.50%	Revolver		04/22/2027			1,851			—
PDFTron US Acquisition Corp.		1.00%	Delayed Draw Term Loan		01/15/2023			3,640			(98)
PDFTron US Acquisition Corp.		0.50%	Revolver		07/15/2026			7,700			(208)
Peter C. Foy & Associates Insurance Services, LLC		1.00%	Delayed Draw Term Loan		05/02/2023			1,559			(13)
Peter C. Foy & Associates Insurance Services, LLC		0.50%	Revolver		11/01/2027			832			(8)

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2021
(In thousands)

Investments-non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date		Unfunded Commitment			Fair Value
Pound Bidco, Inc.		0.50%	Revolver		01/30/2026		$	1,163		$	(19)
Pritchard Industries, LLC		1.00%	Delayed Draw Term Loan		10/13/2023			6,140			(59)
Procure Acquireco, Inc. (Procure Analytics)		0.50%	Delayed Draw Term Loan		12/20/2023			794			(8)
Procure Acquireco, Inc. (Procure Analytics)		0.50%	Revolver		12/20/2028			238			(5)
Promptcare Infusion Buyer, Inc.		1.00%	Delayed Draw Term Loan		09/01/2023			3,050			(72)
PT Intermediate Holdings III, LLC		—%	Delayed Draw Term Loan		05/11/2022			16,090			—
Recovery Point Systems, Inc.		0.50%	Revolver		08/12/2026			4,000			—
Revalize, Inc.		0.50%	Delayed Draw Term Loan		06/13/2023			708			(7)
Revalize, Inc.		0.50%	Revolver		04/15/2027			71			(1)
RSC Acquisition, Inc.		0.50%	Delayed Draw Term Loan		11/12/2023			8,474			(82)
Sherlock Buyer Corp.		0.50%	Delayed Draw Term Loan		12/08/2023			3,215			(32)
Sherlock Buyer Corp.		0.50%	Revolver		12/08/2027			1,286			(25)
Skykick, Inc.		1.00%	Delayed Draw Term Loan		03/01/2023			2,625			(31)
Sonny’s Enterprises, Inc.		1.00%	Delayed Draw Term Loan		11/01/2022			21,225			(410)
Summit Buyer, LLC		1.00%	Delayed Draw Term Loan		06/23/2023			13,656			(108)
Summit Buyer, LLC		0.50%	Revolver		01/14/2026			2,420			(19)
Suveto Buyer, LLC		1.00%	Delayed Draw Term Loan		09/09/2023			8,442			(78)
Suveto Buyer, LLC		0.50%	Revolver		09/09/2027			707			(7)
Sweep Purchaser, LLC		0.50%	Revolver		11/30/2026			956			(16)
Syntax Systems Ltd		1.00%	Delayed Draw Term Loan		10/29/2023			9,356			(91)
Syntax Systems Ltd		0.50%	Revolver		10/29/2026			2,106			(20)
Thrive Buyer, Inc. (Thrive Networks)		1.00%	Delayed Draw Term Loan		12/30/2023			6,442			(123)
Thrive Buyer, Inc. (Thrive Networks)		0.50%	Revolver		01/22/2027			1,982			(35)
Triple Lift, Inc.		0.50%	Revolver		05/08/2028			4,000			(37)
Trunk Acquisition, Inc.		0.50%	Revolver		02/19/2026			857			(8)
Turbo Buyer, Inc.		1.00%	Delayed Draw Term Loan		11/15/2023			1,610			(31)
Two Six Labs, LLC		0.50%	Delayed Draw Term Loan		08/20/2023			4,268			(43)
Two Six Labs, LLC		0.50%	Revolver		08/20/2027			2,134			(21)
United Flow Technologies Intermediate Holdco II, LLC		1.00%	Delayed Draw Term Loan		10/29/2023			7,500			(73)
United Flow Technologies Intermediate Holdco II, LLC		0.50%	Revolver		10/29/2026			3,000			(58)
Upstack Holdco, Inc.		1.00%	Delayed Draw Term Loan		08/26/2023			1,050			(22)
Upstack Holdco, Inc.		0.50%	Revolver		08/20/2027			875			(18)
US Infra Svcs Buyer, LLC		1.00%	Delayed Draw Term Loan		04/13/2022			8,085			(42)
US Infra Svcs Buyer, LLC		0.50%	Revolver		04/13/2026			225			(1)
Valcourt Holdings II, LLC		1.00%	Delayed Draw Term Loan		01/07/2023			4,378			—
Vehlo Purchaser, LLC		1.00%	Delayed Draw Term Loan		08/27/2023			11,569			(183)
Vehlo Purchaser, LLC		0.50%	Revolver		08/27/2027			4,666			(74)
Vessco Midco Holdings, LLC		1.00%	Delayed Draw Term Loan		11/02/2022			309			—
Vessco Midco Holdings, LLC		0.50%	Revolver		10/18/2026			427			—
VRC Companies, LLC		0.75%	Delayed Draw Term Loan		12/28/2022			5,000			(42)

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments
December 31, 2020
(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)		Acquisition Date		Maturity Date		Par Amount/ Shares		Cost(3)			Fair Value			Percentage of Net Assets
First Lien Debt
Auto Components
Sonny’s Enterprises, Inc.	(4)(5)	L + 7.00%		8.00%		12/28/2020		08/05/2026		5,469		$	5,360		$	5,360		1.78%
Sonny’s Enterprises, Inc.	(4)(5)(10)	L + 7.00%		8.00%		12/28/2020		08/05/2026		—			(266)			(266)		(0.09)
													5,094			5,094		1.69
Automobiles
Turbo Buyer, Inc.	(4)(5)(10)	L + 5.50%		6.50%		08/21/2020		02/12/2025		—			(407)			(407)		(0.13)
Commercial Services & Supplies
Capstone Acquisition Holdings, Inc.	(5)(6)	L + 4.75%		5.75%		11/13/2020		11/12/2027		2,827			2,799			2,845		0.94
Capstone Acquisition Holdings, Inc.	(5)(10)	L + 4.75%		5.75%		11/13/2020		11/12/2027		—			(2)			3		—
Divisions Holding Corporation	(4)(5)	L + 6.50%		7.50%		08/14/2020		08/14/2026		29,491			28,931			29,491		9.78
Divisions Holding Corporation	(4)(5)(10)	L + 6.50%		7.50%		08/14/2020		08/14/2026		1,739			1,593			1,739		0.58
Sweep Purchaser LLC	(4)(5)	L + 5.75%		6.75%		11/30/2020		11/30/2026		8,859			8,684			8,684		2.88
Sweep Purchaser LLC	(4)(5)(10)	L + 5.75%		6.75%		11/30/2020		11/30/2026		—			(28)			(28)		(0.01)
Sweep Purchaser LLC	(4)(5)(10)	L + 5.75%		6.75%		11/30/2020		11/30/2026		—			(28)			(28)		(0.01)
US Infra Svcs Buyer LLC	(4)(5)	L + 6.00%		7.00%		04/10/2020		04/13/2026		17,164			16,854			17,164		5.69
US Infra Svcs Buyer LLC	(4)(5)(10)	L + 6.00%		7.00%		04/10/2020		04/13/2026		988			802			988		0.33
US Infra Svcs Buyer LLC	(4)(5)(10)	L + 6.00%		7.00%		04/10/2020		04/13/2026		300			260			300		0.10
Vessco Midco Holdings LLC	(4)(5)(6)	L + 4.50%		5.50%		10/30/2020		11/02/2026		2,763			2,736			2,736		0.91
Vessco Midco Holdings LLC	(4)(5)(10)	L + 4.50%		5.50%		10/30/2020		11/02/2026		134			117			117		0.04
Vessco Midco Holdings LLC	(4)(5)(10)	L + 4.50%		5.50%		10/30/2020		10/18/2026		—			(4)			(4)		0.00
													62,714			64,007		21.22
Containers & Packaging
Brook and Whittle Holding Corp.	(4)(5)	L + 6.00%		7.00%		10/27/2020		10/17/2024		12,916			12,730			12,730		4.22
Diversified Financial Services
HighTower Holdings LLC	(4)(5)(7)	L + 5.00%		6.00%		10/14/2020		01/31/2025		12,549			12,368			12,368		4.10
HighTower Holdings LLC	(4)(5)(7)(10)	L + 5.00%		6.00%		10/14/2020		01/31/2025		—			(17)			(17)		(0.01)
													12,351			12,351		4.09
Food Products
AMCP Pet Holdings, Inc. (Brightpet)	(4)(5)(6)	L + 6.25%		7.25%		10/06/2020		10/05/2026		17,500			16,990			16,990		5.63
AMCP Pet Holdings, Inc. (Brightpet)	(4)(5)	L + 6.25%		7.25%		12/29/2020		10/05/2026		16,667			16,167			16,167		5.36
AMCP Pet Holdings, Inc. (Brightpet)	(4)(5)(10)	L + 6.25%		7.25%		10/06/2020		10/01/2027		—			(144)			(144)		(0.05)
AMCP Pet Holdings, Inc. (Brightpet)	(4)(5)(10)	L + 6.25%		7.25%		10/06/2020		10/01/2025		—			(172)			(172)		(0.06)
Nellson Nutraceutical, Inc.	(4)(5)(6)	L + 5.25%		6.25%		09/30/2020		12/23/2023		17,623			17,295			17,623		5.84
Nellson Nutraceutical, Inc.	(4)(5)(6)	L + 5.25%		6.25%		09/30/2020		12/23/2023		7,246			7,111			7,246		2.40
Teasdale Foods, Inc. (Teasdale Latin Foods)	(4)(5)	L + 6.25%		7.25%		12/18/2020		12/18/2025		11,250			11,027			11,027		3.66
													68,274			68,737		22.79
Health Care Providers & Services
Bearcat Buyer, Inc.	(4)(5)	L + 4.75%		5.75%		11/18/2020		07/09/2026		6,912			6,741			6,741		2.23
Bearcat Buyer, Inc.	(4)(5)(10)	L + 4.75%		5.75%		11/18/2020		07/09/2026		1,425			1,256			1,256		0.42
													7,997			7,997		2.65

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2020
(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)		Acquisition Date		Maturity Date		Par Amount/ Shares		Cost(3)			Fair Value			Percentage of Net Assets
Health Care Technology
Lightspeed Buyer, Inc.	(4)(5)(6)	L + 5.50%		6.50%		11/09/2020		02/03/2026		9,375		$	9,100		$	9,100		3.02%
Lightspeed Buyer, Inc.	(4)(5)(10)	L + 5.50%		6.50%		11/09/2020		02/03/2026		—			(182)			(182)		(0.06)
													8,918			8,918		2.96
Industrial Conglomerates
Aptean, Inc.	(4)(5)(6)	L + 5.25%		6.25%		06/30/2020		04/23/2026		1,990			1,962			1,990		0.66
Electrical Source Holdings LLC	(4)(5)(6)	L + 5.50%		6.50%		05/18/2020		11/25/2025		29,850			29,580			29,850		9.90
													31,542			31,840		10.56
Insurance
Higginbotham Insurance Agency, Inc.	(4)(8)	L + 5.75%		6.50%		11/25/2020		11/25/2026		14,632			14,415			14,415		4.78
Higginbotham Insurance Agency, Inc.	(4)(8)(10)	L + 5.75%		6.50%		11/25/2020		11/25/2026		—			(30)			(30)		(0.01)
Integrity Marketing Acquisition LLC	(4)(5)(10)	L + 6.25%		7.25%		08/07/2020		08/27/2025		29,386			28,763			29,386		9.74
Majesco	(4)(5)	L + 7.75%		8.75%		09/21/2020		09/21/2027		14,852			14,420			14,852		4.92
Majesco	(4)(5)(10)	L + 7.75%		8.75%		09/21/2020		09/21/2026		—			(45)			—		—
Propel Insurance Agency LLC	(4)(5)	L + 5.00%		6.00%		12/09/2020		06/01/2024		18,427			18,245			18,245		6.05
Propel Insurance Agency LLC	(4)(5)(10)	L + 5.00%		6.00%		12/09/2020		06/01/2024		—			(19)			(19)		(0.01)
RSC Acquisition, Inc.	(4)(5)(6)	L + 5.50%		6.50%		09/11/2020		10/30/2026		2,938			2,853			2,938		0.97
RSC Acquisition, Inc.	(4)(5)(10)	L + 5.50%		6.50%		09/11/2020		10/30/2026		703			357			703		0.23
World Insurance Associates LLC	(4)(5)	L + 5.50%		6.50%		05/22/2020		04/01/2026		10,269			9,658			9,966		3.30
World Insurance Associates LLC	(4)(5)	L + 5.50%		6.50%		05/22/2020		04/01/2026		4,679			4,404			4,541		1.51
World Insurance Associates LLC	(4)(5)	L + 5.50%		6.50%		10/15/2020		04/01/2026		19,387			18,814			18,814		6.24
World Insurance Associates LLC	(4)(5)(10)	L + 5.50%		6.50%		10/15/2020		04/01/2026		10,087			9,758			9,758		3.24
World Insurance Associates LLC	(4)(5)(10)	L + 5.50%		6.50%		12/23/2020		04/01/2026		—			(46)			(46)		(0.02)
													121,547			123,523		40.95
Interactive Media & Services
MSM Acquisitions, Inc.	(4)(5)	L + 6.00%		7.00%		12/09/2020		12/09/2026		23,684			23,215			23,215		7.70
MSM Acquisitions, Inc.	(4)(5)(10)	L + 6.00%		7.00%		12/09/2020		12/09/2026		—			(49)			(49)		(0.02)
MSM Acquisitions, Inc.	(4)(5)(10)	L + 6.00%		7.00%		12/09/2020		12/09/2026		—			(78)			(78)		(0.03)
													23,088			23,088		7.65
IT Services
Ensono, LP	(4)(6)	L + 5.75%		5.90%		06/25/2020		06/27/2025		14,925			14,434			14,925		4.95
Help/Systems Holdings, Inc.	(5)(6)	L + 4.75%		5.75%		06/16/2020		11/19/2026		19,850			19,584			19,701		6.53
Recovery Point Systems, Inc.	(4)(5)	L + 6.50%		7.50%		08/12/2020		08/12/2026		41,895			41,100			41,895		13.89
Recovery Point Systems, Inc.	(4)(5)(10)	L + 6.50%		7.50%		08/12/2020		08/12/2026		—			(75)			—		—
													75,043			76,521		25.37
Leisure Products
GSM Acquisition Corp. (GSM Outdoors)	(4)(5)	L + 5.00%		6.00%		11/16/2020		11/16/2026		22,785			22,449			22,449		7.44
GSM Acquisition Corp. (GSM Outdoors)	(4)(5)(10)	L + 5.00%		6.00%		11/16/2020		11/16/2026		1,603			1,547			1,547		0.51
GSM Acquisition Corp. (GSM Outdoors)	(4)(5)(10)	L + 5.00%		6.00%		11/16/2020		11/16/2026		—			(50)			(50)		(0.02)
													23,946			23,946		7.94

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2020
(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)		Acquisition Date		Maturity Date		Par Amount/ Shares		Cost(3)			Fair Value			Percentage of Net Assets
Multi-Utilities
AWP Group Holdings, Inc.	(4)(5)	L + 4.75%		5.75%		12/22/2020		12/22/2027		711		$	700		$	700		0.23%
AWP Group Holdings, Inc.	(4)(5)(10)	L + 4.75%		5.75%		12/22/2020		12/22/2027		—			(1)			(1)		—
AWP Group Holdings, Inc.	(4)(5)(10)	L + 4.75%		5.75%		12/22/2020		12/22/2026		—			(2)			(2)		—
													697			697		0.23
Professional Services
Bullhorn, Inc.	(4)(5)	L + 5.75%		6.75%		09/11/2020		09/30/2026		7,427			7,320			7,427		2.46
Bullhorn, Inc.	(4)(5)(10)	L + 5.75%		6.75%		09/11/2020		09/30/2026		—			(8)			—		—
IQN Holding Corp., dba Beeline	(4)(5)	L + 5.50%		6.50%		02/10/2020		08/20/2024		38,079			37,922			37,721		12.51
IQN Holding Corp., dba Beeline	(4)(5)(10)	L + 5.50%		6.50%		02/10/2020		08/21/2023		—			(17)			(43)		(0.01)
													45,217			45,105		14.95
Real Estate Management & Development
MRI Software LLC	(4)(5)	L + 5.50%		6.50%		01/31/2020		02/10/2026		31,639			31,379			31,639		10.49
MRI Software LLC	(4)(5)(10)	L + 5.50%		6.50%		01/31/2020		02/10/2026		—			(11)			—		—
MRI Software LLC	(4)(5)(10)	L + 5.50%		6.50%		01/31/2020		02/10/2026		—			(19)			—		—
MRI Software LLC	(4)(5)(10)	L + 5.50%		6.50%		08/28/2020		02/10/2026		1,899			1,727			1,899		0.63
													33,076			33,538		11.12
Software
GS AcquisitionCo, Inc.	(4)(5)	L + 5.75%		6.75%		10/27/2020		05/24/2024		23,673			23,323			23,323		7.73
GS AcquisitionCo, Inc.	(4)(5)(10)	L + 5.75%		6.75%		12/11/2020		05/24/2024		6,848			6,663			6,663		2.21
GS AcquisitionCo, Inc.	(4)(5)(10)	L + 5.75%		6.75%		12/11/2020		05/24/2024		—			(20)			(20)		(0.01)
Gurobi Optimization LLC	(4)(5)	L + 5.25%		6.25%		11/12/2020		12/19/2023		13,359			13,231			13,231		4.39
Gurobi Optimization LLC	(4)(5)(10)	L + 5.25%		6.25%		11/12/2020		12/19/2023		—			(15)			(15)		—
													43,182			43,182		14.32
Total First Lien Debt												$	575,009		$	580,867		192.58%
Second Lien Debt
Energy Equipment & Services
QBS Parent, Inc.	(4)	L + 8.50%		8.75%		02/10/2020		09/21/2026		15,000			14,731			14,381		4.77
Diversified Consumer Services
Cambium Learning Group, Inc.	(4)(5)	L + 8.50%		9.50%		10/08/2020		12/18/2026		10,000			9,610			9,610		3.19
Diversified Financial Services
HighTower Holdings LLC	(4)(5)(7)	L + 8.75%		9.75%		10/09/2020		01/31/2026		5,000			4,903			4,903		1.63
Auto Components
PAI Holdco, Inc.	(4)(5)	L + 6.25%; 2.00% PIK		9.25%		10/28/2020		10/28/2028		25,000			24,261			24,261		8.04
Total Second Lien Debt												$	53,505		$	53,155		17.62%
Other Securities
Unsecured Debt
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(4)(9)	N/A	16.25% PIK			12/18/2020		06/18/2026		1,509			1,509			1,509		0.50
Total Unsecured Debt												$	1,509		$	1,509		0.50%

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2020
(In thousands)

Investments-non-controlled/non-affiliated(1)	Footnotes	Reference Rate and Spread	Interest Rate(2)	Acquisition Date	Maturity Date	Par Amount/ Shares		Cost(3)			Fair Value			Percentage of Net Assets
Common Equity
Pet Holdings, Inc. (Brightpet)	(4)						10,000		$	1,000		$	1,000			0.33%
GSM Equity Investors, LP (GSM Outdoors)	(4)						4,500			450			450			0.15
Total Common Equity									$	1,450		$	1,450			0.48%
Total Other Securities									$	2,959		$	2,959			0.98%
Total Portfolio Investments									$	631,473		$	636,981		$	211.19%

(1)

Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2020, the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2020, the Company is not an “affiliated person” of any of its portfolio companies.

(2)

Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either LIBOR (“L”) or an alternate base rate (commonly based on the Federal Funds Rate (“F”) or the U.S. Prime Rate (“P”)), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2020. As of December 31, 2020, the reference rates for our variable rate loans were the 30-day L at 0.14%, the 90-day L at 0.24% and the 180-day L at 0.26%.

(3)

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

(4)

(5)

The interest rate floor on these investments as of December 31, 2020 was 1%.

(6)

Assets or a portion thereof are pledged as collateral for the BNP Funding Facility. See Note 6 “Debt”.

(7)

The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2020, non-qualifying assets represented 3% of total assets as calculated in accordance with regulatory requirements.

(8)

The interest rate floor on these investments as of December 31, 2020 was 0.75%.

(9)

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

(10)

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

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)
December 31, 2020
(In thousands)

value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of December 31, 2020:

Investments-non-controlled/non-affiliated	Unused Fee Rate		Commitment Type	Commitment Expiration Date		Unfunded Commitment			Fair Value
First Lien Debt
AMCP Pet Holdings, Inc.		1.00%	Delayed Draw Term Loan		04/06/2022		$	5,000		$	(144)
AMCP Pet Holdings, Inc.		0.50%	Revolver		10/01/2025			5,833			(172)
AWP Group Holdings, Inc.		1.00%	Delayed Draw Term Loan		12/22/2022			132			(1)
AWP Group Holdings, Inc.		0.50%	Revolver		12/22/2026			158			(2)
Bearcat Buyer, Inc.		1.00%	Delayed Draw Term Loan		11/18/2022			5,413			(134)
Bullhorn, Inc.		0.50%	Revolver		09/30/2026			554			—
Capstone Acquisition Holdings, Inc.		1.00%	Delayed Draw Term Loan		05/13/2022			507			3
Divisions Holding Corporation		1.00%	Delayed Draw Term Loan		08/14/2022			5,217			—
Divisions Holding Corporation		0.50%	Revolver		08/14/2026			3,478			—
GS AcquisitionCo, Inc.		0.50%	Delayed Draw Term Loan		10/17/2021			11,235			(109)
GS AcquisitionCo, Inc.		0.50%	Revolver		05/24/2024			1,370			(20)
GSM Acquisition Corp.		1.00%	Delayed Draw Term Loan		11/16/2022			2,195			(32)
GSM Acquisition Corp.		0.50%	Revolver		11/16/2026			3,418			(50)
Gurobi Optimization LLC		0.50%	Revolver		12/19/2023			1,607			(15)
Higginbotham Insurance Agency, Inc.		1.00%	Delayed Draw Term Loan		11/25/2022			4,119			(31)
HighTower Holdings LLC		1.00%	Delayed Draw Term Loan		10/14/2022			2,419			(17)
Integrity Marketing Acquisition LLC		1.00%	Delayed Draw Term Loan		02/07/2022			15,540			—
IQN Holding Corp., dba Beeline		0.50%	Revolver		08/21/2023			4,545			(43)
Lightspeed Buyer, Inc.		1.00%	Delayed Draw Term Loan		05/09/2022			9,375			(182)
Majesco		0.50%	Revolver		09/21/2026			1,575			—
MRI Software LLC		0.50%	Delayed Draw Term Loan		02/10/2022			908			—
MRI Software LLC		1.00%	Incremental Delayed Draw Term Loan		08/24/2022			15,096			—
MRI Software LLC		0.50%	Revolver		02/10/2026			2,215			—
MSM Acquisitions, Inc.		0.00%	Delayed Draw Term Loan		06/09/2022			9,869			(49)
MSM Acquisitions, Inc.		0.00%	Revolver		12/09/2026			3,947			(78)
Propel Insurance Agency LLC		1.00%	Delayed Draw Term Loan		12/09/2022			3,874			(19)
Recovery Point Systems, Inc.		0.50%	Revolver		08/12/2026			4,000			—
RSC Acquisition, Inc.		1.00%	Delayed Draw Term Loan		03/31/2022			11,353			—
Sonny’s Enterprises, Inc.		1.00%	Delayed Draw Term Loan		12/28/2021			13,281			(266)
Sweep Purchaser LLC		0.00%	Delayed Draw Term Loan		11/30/2022			2,813			(28)
Sweep Purchaser LLC		0.50%	Revolver		11/30/2026			1,406			(28)
Turbo Buyer, Inc.		1.00%	Incremental Delayed Draw Term Loan		02/21/2022			35,000			(407)
US Infra Svcs Buyer LLC		1.00%	Delayed Draw Term Loan		04/13/2022			9,510			—
US Infra Svcs Buyer LLC		0.50%	Revolver		04/13/2026			1,950			—
Vessco Midco Holdings LLC		5.50%	Delayed Draw Term Loan		10/30/2022			1,655			(16)
Vessco Midco Holdings LLC		0.50%	Revolver		10/18/2026			447			(4)

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements
December 31, 2021
(In thousands, except shares and per share amounts)

(1)

Organization

Morgan Stanley Direct Lending Fund (the “Company”) is an externally managed specialty finance company that is focused on lending to middle-market companies. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 Act, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company has elected to be treated, and intends to comply with the requirements to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company was formed as a Delaware limited liability company on May 30, 2019 with the name Morgan Stanley BDC LLC, and its name was changed to Morgan Stanley Direct Lending Fund LLC on August 8, 2019. On November 25, 2019, pursuant to BDC conversion, the Company was converted into a corporation and succeeded to the business of the Morgan Stanley Direct Lending Fund LLC (the “BDC Conversion”). The Company commenced investing operations in January 2020. Pursuant to the Company’s operating agreement, the Company has delegated the right to manage the assets of the Company to MS Capital Partners Adviser Inc., as the investment adviser to the Company (the “Adviser” or “Investment Adviser”). The Investment Adviser is a wholly owned subsidiary of Morgan Stanley.

The Company is conducting private offerings of shares of the common stock of the Company, par value $0.001 per share (the “Common Stock”), to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. At the closing of any private offering, each investor makes a capital commitment (a “Capital Commitment”) to purchase shares of Common Stock pursuant to a subscription agreement entered into with the Company. Investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective Capital Commitments each time the Company delivers a notice to the investors.

DLF CA SPV LLC (“CA SPV”) is a Delaware limited liability company that was formed on February 26, 2020. CA SPV expects to hold investments in first and second lien senior secured loans. CA SPV is a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the date of its formation.

DLF SPV LLC (“DLF SPV”) is a Delaware limited liability company that was formed on August 7, 2020. DLF SPV expects to hold investments in first and second lien senior secured loans. DLF SPV is a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the date of its formation.

DLF Financing SPV LLC (“DLF LLC”) is a Delaware limited liability company that was formed on September 17, 2020. DLF LLC expects to hold investments in first and second lien senior secured loans. DLF LLC is a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the date of its formation.

DLF Equity Holdings LLC (“DLF Equity Holdings”) is a Delaware limited liability company that was formed on November 24, 2021. DLF Equity Holdings expects to hold equity investments. DLF Equity Holdings is a wholly owned subsidiary of the Company and is consolidated in these consolidated financial statements commencing from the date of its formation.

(2)

Summary of Significant Accounting Policies

Basis of Presentation

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the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”). The carrying value for all assets and liabilities approximates their fair value.

Use of Estimates

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 results of the Company’s wholly-owned subsidiaries.

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

Cash

Investments

Revenue Recognition

Interest Income

PIK Income

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principal on the respective capitalization dates, and is generally due at maturity. Such income is included in interest income in the Consolidated Statements of Operations. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends, even though the Company has not yet collected cash.

Dividend income

Other Income

Non-Accrual Income

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. 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.

Realized Gains/Losses

Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries.

Organization and Offering Costs

Expenses

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The Company pays the Investment Adviser a base management fee and an incentive fee under the Investment Advisory Agreement as described in Note 3 below. The fees are recorded in the Consolidated Statements of Operations.

Deferred Financing Costs

Deferred financing costs represent upfront fees, legal and other direct incremental costs incurred in connection with the Company’s borrowings. These costs are deferred and will be amortized over the life of the related borrowings using the straight-line method. Deferred financing costs related to revolving credit facilities are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities.

Income Taxes

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

For the year ended December 31, 2021, the Company accrued $80 of U.S. federal excise tax. For the year ended December 31, 2020, the Company did not accrue any U.S. federal excise tax.

New Accounting Standards

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update 2020-04 (“ASU 2020-04”) “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This accounting update provides optional accounting relief to entities with contracts, hedge accounting relationships or other transactions that reference LIBOR or other interest rate benchmarks for which the referenced rate is expected to be discontinued or replaced. This optional relief generally allows for contract modifications solely related to the replacement of the reference rate to be accounted for as a continuation of the existing contract instead of as an extinguishment of the contract, and would therefore not trigger certain accounting impacts that would otherwise be required. The optional relief can be applied beginning January 1, 2020 and ending December 31, 2022. We plan to apply the accounting relief as relevant contract relationship modifications are made during the course of the reference rate reform transition period.

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(3)

Related Party Transactions

Placement Agent Agreement

On August 30, 2019, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Morgan Stanley Distribution Inc. (the “Paying Agent”), Morgan Stanley Smith Barney LLC (the “Placement Agent”) and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates will assist in the placement of common stock in the Company’s private offerings. The Company is not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement. Payments will be made by the Investment Adviser to the Placement Agent. To the extent the Paying Agent receives any payments it will remit the payment to the Placement Agent.

Investment Advisory Agreement

On November 25, 2019, the Company’s Board of Directors (the “Board of Directors”), including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Directors”), approved the Investment Advisory Agreement in accordance with, and on the basis of an evaluation satisfactory to such directors as required by, Section 15(c) of the Investment Company Act.

Base Management Fee

The Base Management Fee is calculated at an annual rate of 1.0% of the Company’s average gross assets at the end of the two most recently completed calendar quarters, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents. Prior to listing the Company on an exchange, the Adviser has agreed to irrevocably waive the portion of the Base Management Fee in excess of 0.25% of the Company’s average gross assets calculated in accordance with the Investment Advisory Agreement. Any waived Base Management Fees are not subject to recoupment by the Adviser. The Base Management Fee is payable quarterly in arrears, and no management fee is charged on committed but undrawn Capital Commitments.

For the year ended December 31, 2021 and December 31, 2020, base management fees were $3,465 and $560 net of waiver, respectively. As of December 31, 2021 and December 31, 2020, $1,306 and $295 were payable to the Investment Adviser relating to base management fees.

Incentive Fee

The Company pays its Adviser an income based incentive fee with respect to the Company’s pre-incentive fee net investment income in each calendar quarter as follows:

•

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•

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

The second part of the incentive fee is determined on realized capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 17.5% of the realized capital gains, if any, on a cumulative basis from the date of our election to be regulated as a business development company through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the “Cumulative Capital Gains”).

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 will record an incentive fee on capital gain incentive fee equal to 17.5% of such amount, less the aggregate amount of any previously paid capital gain incentive fees. If such amount is negative, no accrual will be recorded for such period.

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

For the year ended December 31, 2021 and December 31, 2020, $1,809 and $1,341 of capital gains incentive fees were accrued to the Investment Adviser, respectively. The Investment Advisory Agreement does not permit unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser. Amounts due related to unrealized capital appreciation, if any, will not be paid to the Investment Adviser until realized under the terms of the Investment Advisory Agreement and determined based on the calculation. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.

As of December 31, 2021, $5,886 and $2,773 were payable to the Investment Adviser relating to income based incentive fees and capital gains incentive fees, respectively. As of December 31, 2020, $1,548 and $1,341 were payable to the Investment Adviser relating to income based incentive fees and capital gains incentive fees, respectively.

Administration Agreement

MS Private Credit Administrative Services LLC, f/k/a MS BDC Administrative Services LLC (the “Administrator”), is the administrator of the Company pursuant to an administration agreement (the “Administration Agreement”).

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

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

Expense Support and Waiver Agreement

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in excess of $1,000 or 0.10% of the aggregate Capital Commitments of the Company, whichever is greater. If actual organization and offering costs incurred exceed the greater of $1,000 or 0.10% of the Company’s total Capital Commitments, the Investment Adviser or its affiliate will bear the excess costs. The Company shall reimburse the Investment Adviser for payments of any excess costs borne by the Investment Adviser on the Company’s behalf within three years of December 23, 2019 (the “Initial Closing Date”).

During the year ended December 31, 2021, the Company incurred $42 towards organization cost and amortization of offering cost. The Investment Adviser recaptured $98 of previously waived amounts from the Company since actual offering and organizational expenses incurred from May 30, 2019 (inception). For the year ended December 31, 2020, the Company incurred $676 towards organization cost and amortization of offering cost. These costs exceeded the Investment Adviser reimbursement threshold, and as a result, the excess organization cost of $230 was waived.

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

License Agreement

The Company entered into a license agreement with Morgan Stanley (the “License Agreement”) under which Morgan Stanley has agreed to grant the Company a non-exclusive, royalty-free license to use the name “Morgan Stanley” for specified purposes in the Company’s business. Under the License Agreement, the Company will have a right to use the “Morgan Stanley” name, subject to certain conditions, for so long as the Investment Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company will have no legal right to the “Morgan Stanley” name.

MS Credit Partners Holdings Investment

MS Credit Partners Holdings, Inc. (“MS Credit Partners Holdings”), a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, made an aggregate Capital Commitment of $200,000 to the Company in 2019. As of December 31, 2021 and December 31, 2020, MS Credit Partners Holdings’ total capital commitment represented approximately 13% and 14% of aggregate capital commitments received, respectively.

(4)

Investments

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

	December 31, 2021								December 31, 2020
	Cost			Fair Value			% of Total Investments at Fair Value		Cost			Fair Value			% of Total Investments at Fair Value
First Lien Debt		$	2,213,332		$	2,224,100		93.2%		$	575,009		$	580,867		91.2%
Second Lien Debt			120,124			121,550		5.1			53,505			53,155		8.3
Other Securities			39,979			41,724		1.7			2,959			2,959		0.5
Total		$	2,373,435		$	2,387,374		100.0%		$	631,473		$	636,981		100.0%

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(5)

Fair Value Measurements

The Company conducts the valuation of assets at all times consistent with U.S. GAAP and the 1940 Act. The Company’s board of directors (the “Board”), with the assistance of the Audit Committee, determines the fair value of the assets for assets with a daily public market, and for assets with no readily available public market, on at least a quarterly basis, in accordance with FASB ASC 820, Fair Value Measurements (“ASC 820”). Valuation procedures are set forth in more detail below.

ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same — to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

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 does not adjust the quoted price for these instruments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

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Company determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. If determined adequate, the Company uses the quote obtained.

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

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

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

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

(5)

the Board discusses the valuation recommendations of the Audit Committee and determine the fair value of each investment in the Company’s portfolio in good faith based on the input of the Investment Adviser and, where applicable, the third-party valuation firm.

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

•

the nature and realizable value of any collateral;

•

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

•

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

•

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

•

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

•

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

•

the markets in which the issuer does business and recent economic and/or market events; 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 is ultimately responsible for the determination, in good faith, of the fair value of the Company’s portfolio investments.

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

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The following tables present the fair value hierarchy of investments:

	December 31, 2021
	Level 1			Level 2			Level 3			Total
First Lien Debt		$	—		$	17,064		$	2,207,036		$	2,224,100
Second Lien Debt			—			—			121,550			121,550
Other Securities			—			—			27,973			27,973
Subtotal		$	—		$	17,064		$	2,356,559		$	2,373,623
Investment measured at net asset value(1)											$	13,751
Total											$	2,387,374

(1)

	December 31, 2020
	Level 1			Level 2			Level 3			Total
First Lien Debt		$	—		$	22,549		$	558,318		$	580,867
Second Lien Debt			—			—			53,155			53,155
Other Securities			—			—			2,959			2,959
Total		$	—		$	22,549		$	614,432		$	636,981

The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the year ended December 31, 2021:

	First Lien Debt			Second Lien Debt			Other Securities			Total Investments
Fair value, beginning of period		$	558,318		$	53,155		$	2,959		$	614,432
Purchases of investments			1,956,780			101,352			25,723			2,083,855
Proceeds from principal repayments and sales of investments			(325,175)			(36,250)			(3,348)			(364,773)
Accretion of discount/amortization of premium			8,831			1,008			—			9,839
Payment-in-kind			133			509			537			1,179
Net change in unrealized appreciation (depreciation)			5,052			1,776			455			7,283
Net realized gains (losses)			248			—			1,647			1,895
Transfers into/(out) of Level 3			2,849			—			—			2,849
Fair value, end of period		$	2,207,036		$	121,550		$	27,973		$	2,356,559
Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2021		$	6,807		$	1,775		$	455		$	9,037

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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 year ended December 31, 2020:

	First Lien Debt			Second Lien Debt			Other Securities			Total Investments
Fair value, beginning of period		$	—		$	—		$	—		$	—
Purchases of investments			594,502			53,450			2,950			650,902
Proceeds from principal repayments and sales of investments			(43,241)			—			—			(43,241)
Accretion of discount/amortization of premium			1,368			55			—			1,423
Payment-in-kind			—			—			9			9
Net change in unrealized appreciation (depreciation)			5,689			(350)			—			5,339
Net realized gains (losses)			—			—			—			—
Transfers into/(out) of Level 3			—			—			—			—
Fair value, end of period		$	558,318		$	53,155		$	2,959		$	614,432
Net change in unrealized appreciation (depreciation) from investments still held as of December 31, 2020		$	5,689		$	(350)		$	—		$	5,339

December 31, 2021

Fair
Value

Valuation
Technique

Unobservable
Input

Range

Weighted
Average

Low

High

Investments in first lien debt

2,207,036

Yield Analysis

Discount Rate

5.55%

12.44%

7.52%

Investments in second lien debt

121,550

Yield Analysis

Discount Rate

7.12%

10.79%

8.51%

Investments in other securities:

Unsecured debt

1,350

Yield Analysis

Discount Rate

25.33%

Market Approach

EBITDA Multiple

9.00x

Preferred equity

9,950

Yield Analysis

Discount Rate

11.70%

12.10%

11.92%

1,298

Market Approach

Revenue Multiple

11.80x

Common equity

15,375

Market Approach

EBITDA Multiple

8.10x

19.97x

13.11x

Total investment in other securities

27,973

Total Investments

2,356,559

December 31, 2020

Fair
Value

Valuation
Technique

Unobservable
Input

Range

Weighted
Average

Low

High

Investments in first lien debt

558,318

Yield Analysis

Discount Rate

5.75%

8.86%

7.18%

Investments in second lien debt

53,155

Yield Analysis

Discount Rate

10.35%

10.95%

10.52%

Investments in other securities

2,959

Market Approach

EBITDA Multiple

9.15x

10.01x

9.71x

Total Investments

614,432

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Financial instruments disclosed but not carried at fair value

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

	December 31, 2021						December 31, 2020
	Carrying Value			Fair Value			Carrying Value			Fair Value
CIBC Subscription Facility		$	310,350		$	310,350		$	333,850		$	333,850
BNP Funding Facility			463,500			463,500			—			—
Truist Credit Facility			476,000			476,000			—			—
Total		$	1,249,850		$	1,249,850		$	333,850		$	333,850

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

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

(6)

Debt

CIBC Subscription Facility

On December 31, 2019, the Company entered into a revolving credit agreement (the “CIBC Subscription Facility”) with CIBC Bank USA as administrative agent and arranger, which was subsequently amended on February 3, 2020 and November 17, 2020. The maximum principal amount of the CIBC Subscription Facility, which was $100.0 million as of December 31, 2019, was increased to $400.0 million on November 17, 2020.

The CIBC Subscription Facility allows the Company to borrow up to $400.0 million at any one time outstanding, subject to certain restrictions, including availability under the borrowing base, which is based on unused Capital Commitments. The amount of permissible borrowings under the CIBC Subscription Facility may be increased to up to an aggregate amount of $500.0 million with the consent of the lenders. The CIBC Subscription Facility has a maturity date of December 31, 2022.

The CIBC Subscription Facility bears interest at a rate at the Company’s election of either (i) the per annum one-, two-, or three-month LIBOR, divided by a number determined by subtracting from 1.00 the then stated maximum reserve percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities, plus 1.65% or (ii) the prime rate plus 0.65%, as calculated under the CIBC Subscription Facility. The CIBC Subscription Facility is secured by the unfunded commitments of certain stockholders of the Company. The Company has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.

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

	For the Year Ended
	December 31, 2021			December 31, 2020
Borrowing interest expense		$	6,379		$	2,247
Facility unused commitment fees			92			406
Amortization of deferred financing costs			1,375			1,072
Total		$	7,846		$	3,725
Weighted average interest rate (excluding unused fees and financing costs)			1.77%			1.93%
Weighted average outstanding balance		$	354,810		$	114,431

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

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December 31, 2021 and December 31, 2020, the Company had $310,350 and $333,850 outstanding under the CIBC Subscription Facility, respectively. As of December 31, 2021 and December 31, 2020, the Company had $89,650 and $66,150, respectively, of available capacity under the CIBC Subscription Facility (subject to borrowing base restrictions).

BNP Funding Facility

On October 14, 2020, DLF LLC entered into a Revolving Credit and Security Agreement (the “Credit and Security Agreement”, which was subsequently amended on December 11, 2020 and March 2, 2021) with DLF LLC, as the borrower, BNP Paribas (“BNP”), as the administrative agent and lender, the Company, as the equity holder and as the servicer, and U.S. Bank National Association, as collateral agent to (the “BNP Funding Facility”). As of December 31, 2021, the borrowing capacity under the BNP Funding Facility is $600.0 million. The applicable margin on borrowings during the reinvestment period ranges between 1.95% and 2.75% and, after the reinvestment period, between 2.45% and 3.25%. The BNP Funding Facility has a maturity date of October 13, 2025.

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

	For the Year Ended
	December 31, 2021			December 31, 2020
Borrowing interest expense		$	8,559		$	—
Facility unused commitment fees			69			—
Amortization of deferred financing costs			1,073			147
Total		$	9,701		$	147
Weighted average interest rate (excluding unused fees and financing costs)			2.48%			—%
Weighted average outstanding balance		$	340,437		$	—

During the year ended December 31, 2021, the Company borrowed $538,500 and repaid $75,000 under the BNP Funding Facility. During the year ended December 31, 2020, the Company did not make any borrowings under the facility.

As of December 31, 2021 and December 31, 2020, the Company had $463,500 and $0 outstanding under the BNP Funding Facility, respectively. As of December 31, 2021 and December 31, 2020, the Company had $136,500 and $300,000, respectively, of available capacity under the BNP Funding Facility (subject to borrowing base restrictions).

Truist Credit Facility

On July 16, 2021, the Company entered into a Senior Secured Revolving Credit Agreement with Truist Bank, as amended on December 3, 2021 (the “Truist Credit Facility”). Truist Bank serves as Administrative Agent and Truist Securities, Inc. serves as Joint Lead Arranger and Sole Book Runner. The maximum principal amount of the Truist Credit Facility is $975.0 million, subject to availability under the borrowing base. The Truist Credit Facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the borrowing capacity to up to $1,000.0 million. The availability period of the Truist Credit Facility will terminate on July 16, 2025. The Truist Credit Facility will mature on July 16, 2026. The Truist Credit Facility is guaranteed by certain domestic subsidiaries of the Company (the “Guarantors”). The Company’s obligations to the lenders under the Truist Credit Facility are secured by a first priority security interest in substantially all of the assets of the Company and each Guarantor, subject to certain exceptions.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the Truist Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the highest of (a) the prime rate as publicly announced by Truist Bank, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5%, and (c) one month LIBOR plus 1% per annum) plus either (A) 0.75%, or (B) 0.875%, based on certain borrowing base conditions,

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and (y) for loans for which the Company elects the Eurocurrency option, the applicable LIBO Rate for the related Interest Period for such Borrowing plus either (A) 1.75% per annum, or (B) 1.875% per annum, based on certain borrowing base conditions. The Company pays an unused fee of 0.375% per annum on the daily unused amount of the revolver commitments.

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

	From July 16, 2021 to December 31, 2021
Borrowing interest expense		$	2,145
Facility unused commitment fees			858
Amortization of deferred financing costs			465
Total		$	3,468
Weighted average interest rate (excluding unused fees and financing costs)			2.09%
Weighted average outstanding balance(1)		$	218,189

(1)

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

From July 16, 2021 to December 31, 2021, the Company borrowed $544,000 and repaid $68,000 under the Truist Credit Facility. As of December 31, 2021, the Company had $499,000 of available capacity under the Truist Credit Facility (subject to borrowing base restrictions).

The Company’s debt obligations were as follows. Unused debt capacity of credit facilities were subject to certain borrowing base restrictions:

	December 31, 2021									December 31, 2020
	Aggregate Principal Committed			Outstanding Principal			Unused Portion			Aggregate Principal Committed			Outstanding Principal			Unused Portion
CIBC Subscription Facility		$	400,000		$	310,350		$	89,650		$	400,000		$	333,850		$	66,150
BNP Funding Facility			600,000			463,500			136,500			300,000			—			300,000
Truist Credit Facility			975,000			476,000			499,000			—			—			—
Total		$	1,975,000		$	1,249,850		$	725,150		$	700,000		$	333,850		$	366,150

The combined weighted average interest rate of the aggregate borrowings outstanding for the year ended December 31, 2021 and the year ended December 31, 2020 was 2.12% and 1.93%. The combined weighted average debt of the aggregate borrowings outstanding for the year ended December 31, 2021 and the year ended December 31, 2020 was $796,272 and $114,431.

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

(7)

Commitments and Contingencies

As of December 31, 2021, the Company had $509,403 unfunded commitments to fund delayed draw and revolving senior secured loans. As of December 31, 2020, the Company had $206,540 unfunded commitments to fund delayed draw and revolving senior secured loans.

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

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(8)

Net Assets

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

	As of December 31, 2021			As of December 31, 2020			As of December 31, 2019
Net distributable earnings (accumulated losses), beginning of period		$	4,702		$	(1,156)		$	—
Net investment income/(loss) after taxes			72,929			10,635			(1,156)
Accumulated realized gain (loss)			1,895			2,154			—
Net unrealized appreciation (depreciation)			8,431			5,508			—
Dividend declared			(72,315)			(13,926)			—
Tax reclassification of stockholders’ equity (Note 10)			140			1,487			—
Net distributable earnings (accumulated losses), end of period		$	15,782		$	4,702		$	(1,156)

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

Share Issuance Date	Shares Issued		Amount
January 20, 2021		1,726,689		$	35.00
March 12, 2021		2,171,816			45.00
April 12, 2021		5,326,877			110.00
May 26, 2021		4,036,582			84.97
July 16, 2021		7,161,130			149.88
October 15, 2021		7,806,514			164.02
November 12, 2021		8,182,294			173.96
December 29, 2021		4,748,891			99.63
Total		41,160,793		$	862.46

Share Issuance Date	Shares Issued		Amount
February 5, 2020		2,874,810		$	57.50
March 27, 2020		2,410,313			44.95
June 26, 2020		769,194			14.95
August 11, 2020		2,002,070			39.98
September 28, 2020		3,504,634			69.99
December 1, 2020		3,410,138			69.98
Total		14,971,159		$	297.35

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

Date Declared	Record Date	Payment Date	Per Share Amount			Total Amount
March 18, 2021	March 18, 2021	April 22, 2021		$	0.45		$	8,570
June 23, 2021	June 23, 2021	July 22, 2021			0.49			13,974
September 23, 2021	September 23, 2021	October 27, 2021			0.56			20,080
December 21, 2021	December 21, 2021	January 25, 2022			0.57(1)			29,691
Total Distributions				$	2.07		$	72,315

(1)

Includes a special distribution of $0.11 per share.

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

Date Declared	Record Date	Payment Date	Per Share Amount			Total Amount
June 19, 2020	June 19, 2020	July 15, 2020		$	0.29		$	1,533
September 24, 2020	September 24, 2020	October 22, 2020			0.40			3,228
December 29, 2020	December 29, 2020	January 27, 2021			0.61(1)			9,165
Total Distributions				$	1.30		$	13,926

(1)

Includes a special distribution of $0.18 per share.

We adopted an “opt in” dividend reinvestment plan, or the DRIP. As a result, our stockholders who elect to “opt in” to the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. Stockholders who receive distributions in the form of shares of Common Stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those stockholders will not receive cash with which to pay any applicable taxes. Shares issued under the DRIP will not reduce an investor’s outstanding capital commitment.

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

Payment Date	DRIP Shares Value			DRIP Shares Issued
January 27, 2021		$	2,462		121,484
April 22, 2021			2,276		110,191
July 22, 2021			3,733		178,345
October 27, 2021			5,101		242,789
Total		$	13,572		652,809

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

Payment Date	DRIP Shares Value			DRIP Shares Issued
July 15, 2020		$	227		11,668
October 22, 2020			796		39,848
Total		$	1,023		51,516

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(9)

Earnings Per Share

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

	For the year ended
	December 31, 2021			December 31, 2020(1)
Numerator for basic and diluted earnings per share – net increase/(decrease) in net assets resulting from operations		$	83,255		$	18,297
Denominator for basic and diluted earnings per share – weighted average shares outstanding			31,159,302			7,559,426
Basic and diluted earnings per share		$	2.67		$	2.42

(1)

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

(10)

Income Taxes

For income tax purposes, distributions made to the Company’s stockholders are reported as ordinary income, capital gains, or a combination thereof. The tax character of distributions made during the year ended December 31, 2021 were as follows:

	For the year ended December 31, 2021			For the year ended December 31, 2020
Distributions paid from:
Ordinary income (including net short-term capital gains)		$	72,315		$	13,926
Total taxable distributions		$	72,315		$	13,926

Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, and incentive fee accrual associated with any unrealized gains, as unrealized gains or losses are generally not included in taxable income until they are realized.

For the year ended December 31, 2021, the Company estimated U.S. federal taxable income exceeded its distributions made from such taxable income during the year; consequently, the Company has elected to carry forward the excess for distribution to stockholders in 2022. The amount carried forward to 2022 is estimated to be approximately $4,590, of which $4,586 is expected to be ordinary income and $4 is expected to be capital gains, although these amounts will not be finalized until the 2021 tax returns are filed in 2022.

The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book-to-tax treatment of net operating losses, dividend re-designations and timing of the deductibility of certain business expenses, as applicable. To the extent these differences are permanent, they are charged or credited to additional paid-in capital, undistributed net investment income or undistributed net realized gains on investments, as appropriate.

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

	As of
	December 31, 2021			December 31, 2020
Paid-in capital in excess of par value		$	(140)		$	(1,487)
Net distributable earnings (accumulated losses)		$	140		$	1,487

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

	As of
	December 31, 2021			December 31, 2020
Gross unrealized appreciation		$	18,635		$	5,121
Gross unrealized depreciation			(4,696)			(577)
Net unrealized appreciation (depreciation)		$	13,939		$	4,544
Tax cost of investments at year end		$	2,373,435		$	632,437

(11)

Consolidated Financial Highlights

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

	For the year ended
	December 31, 2021			December 31, 2020
Per Share Data:(1)
Net asset value, beginning of period		$	20.08		$	20.00
Net investment income (loss)			2.34			1.41
Net unrealized and realized gain (loss)(2)			0.52			(0.28)
Net increase (decrease) in net assets resulting from operations			2.86			1.13
Distributions declared			(2.07)			(1.30)
Issuance of common stock			0.04			0.25
Total increase (decrease) in net assets			0.83			0.08
Net asset value, end of period		$	20.91		$	20.08
Shares outstanding, end of period			56,838,027			15,024,425
Total return based on net asset value(3)			14.83%			7.07%
Ratio/Supplemental Data (all amounts in thousands except ratios):
Net assets, end of period		$	1,188,587		$	301,620
Weighted average shares outstanding(4)			31,159,302			7,559,426
Ratio of net expenses to average net assets			6.77%			7.02%
Ratio of expenses before waivers to average net assets			8.26%			8.20%
Ratio of net investment income to average net assets			10.55%			6.62%
Asset coverage ratio			195.10%			190.35%
Portfolio turnover rate			27.18%			31.11%

(1)

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

(2)

For the year ended December 31, 2021 and December 31, 2020, the amount shown does not correspond with the aggregate amount for the period as it includes the effect of the timing of capital transactions.

(3)

(4)

For the year ended December 31, 2020, weighted average shares outstanding was calculated for the period from February 5, 2020, the date of first external issuance of shares through December 31, 2020.

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(12) Subsequent Events

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

Effective January 18, 2022, we provided written notice to CIBC of our intent to permanently reduce the amount of the revolving commitment to $315 million from $400 million in accordance with and as permitted under the CIBC Subscription Facility The other terms of the CIBC Subscription Facility were not changed. On February 3, 2022, we entered into Amendment No. 4 and Limited Waiver, dated as of February 3, 2022, to the CIBC Subscription Facility to, among other things, amend certain covenants in the CIBC Subscription Facility and provide for certain limited waivers. All other material terms of the CIBC Subscription Facility remain unchanged.

On February 11, 2022, the Company issued $425 million in aggregate principal amount of 4.500% notes due 2027 (the “Notes”). The Notes will mature on February 11, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture governing the Notes. The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities. The Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

In connection with the offering of the Notes, the Company entered into a Registration Rights Agreement, dated as of February 11, 2022 (the “Registration Rights Agreement”), with SMBC Nikko Securities America, Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Truist Securities, Inc., as the representatives of the initial purchasers of the Notes. Pursuant to the Registration Rights Agreement, we are obligated to file with the Securities and Exchange Commission a registration statement relating to an offer to exchange the Notes for new notes issued by the Company that are registered under the Securities Act and otherwise have terms substantially identical to those of the Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective. If we are not able to effect the exchange offer, we will be obligated to file a shelf registration statement covering the resale of the Notes and use our commercially reasonable efforts to cause such registration statement to be declared effective. If we fail satisfy its registration obligations by certain dates specified in the Registration Rights Agreement, we will be required to pay additional interest to the holders of the Notes.

On March 4, 2022, the Company closed new investor commitments of $40.2 million, which brings total Capital Commitments to approximately $1,625.7 million.

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(2)

Exhibits

	(a)			Form of Certificate of Incorporation (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)).
	(b)			Form of Bylaws (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)).
	(c)			Not applicable.
	(d)(1)			Description of Securities (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)).
	(d)(2)			Indenture, dated as of February 11, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed by the Company on February 11, 2022 (File No. 814-01332)).
	(d)(3)			First Supplemental Indenture, dated as of February 11, 2022, relating to the 4.500% Notes due 2027, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed by the Company on February 11, 2022 (File No. 814-01332)).
	(d)(4)			Form of 4.500% Notes due 2027 (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed by the Company on February 11, 2022 (File No. 814-01332)).
	(e)			Dividend Reinvestment Plan (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)).
	(f)			Not applicable.
	(g)(1)			Form of Investment Advisory Agreement (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)).
	(g)(2)			Form of Waiver Letter Agreement to the Investment Advisory Agreement (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)).
	(h)			Form of Underwriting Agreement.*
	(i)			Not applicable.
	(j)			Form of Custody Agreement (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)).
	(k)(1)			Form of Administration Agreement (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)).
	(k)(2)			Form of Indemnification Agreement (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)).
	(k)(3)			Form of License Agreement (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)).
	(k)(4)			Credit Agreement, dated as of December 31, 2019, among Morgan Stanley Direct Lending Fund, CIBC Bank USA, as administrative agent, and the various financial institutions party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on January 7, 2020 (File No. 814-01332)).
	(k)(5)			Amendment No. 1 to Credit Agreement and Lender Joinder, dated as of February 3, 2020, among Morgan Stanley Direct Lending Fund, CIBC Bank USA, as administrative agent, and the financial institutions party thereto (Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K, filed by the Company on March 20, 2020 (File No. 814-01332)).
	(k)(6)			Amendment No. 2 to Credit Agreement and Lender Joinder, dated as of November 17, 2020, among Morgan Stanley Direct Lending Fund, CIBC Bank USA, as administrative agent, and the financial institutions party thereto (Incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K, filed by the Company on March 19, 2021 (File No. 814-01332)).

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	(k)(7)			Purchase and Sale Agreement, dated as of October 14, 2020, between DLF Financing SPV LLC, as purchaser, and Morgan Stanley Direct Lending Fund, as seller (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on October 20, 2020 (File No. 814-01332)).
	(k)(8)			Revolving Credit and Security Agreement, dated as of October 14, 2020, 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 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on October 20, 2020 (File No. 814-01332)).
	(k)(9)			Amendment No. 1 to Revolving Credit and Security Agreement, dated as of December 11, 2020, 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 (Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed by the Company on March 19, 2021 (File No. 814-01332)).
	(k)(10)			Amendment No. 2 to Revolving Credit and Security Agreement, dated as of March 2, 2021, 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 (Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed by the Company on March 19, 2021 (File No. 814-01332)).
	(k)(11)			Senior Secured Revolving Credit Agreement, dated as of July 16, 2021, among Morgan Stanley Direct Lending Fund, as Borrower, the Lenders and Issuing Banks party thereto, Truist Bank, as Administrative Agent, and Truist Securities, Inc., as Joint Lead Arranger and Sole Book Runner (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on July 22, 2021 (File No. 814-01332)).
	(k)(12)			Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of December 3, 2021, among Morgan Stanley Direct Lending Fund, as Borrower, the Lenders and Issuing Banks party thereto, Truist Bank, as Administrative Agent, and Truist Securities, Inc., as Joint Lead Arranger and Sole Book Runner (Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed by the Company on March 18, 2022 (File No. 814-01332 )).
	(k)(13)			Letter Re: Reduction of Commitment for Credit Facility for Morgan Stanley Direct Lending Fund, dated as of January 14, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on January 21, 2022 (File No. 814-01332)).
	(k)(14)			Amendment No. 4 to Credit Agreement and Limited Waiver, dated as of February 3, 2022, among Morgan Stanley Direct Lending Fund, CIBC Bank USA, as administrative agent, and the financial institutions party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on February 4, 2022 (File No. 814-01332)).
	(k)(15)			Registration Rights Agreement, dated as of February 11, 2022, relating to the 4.500% Notes due 2027, by and among the Company and SMBC Nikko Securities America, Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Truist Securities, Inc., as the representatives of the Initial Purchasers (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, filed by the Company on February 11, 2022 (File No. 814-01332)).
	(k)(16)			Master Note Purchase Agreement, dated as of September 13, 2022, by and among Morgan Stanley Direct Lending Fund and the Purchasers party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed by the Company on September 14, 2022 (File No. 814-01332)).
	(l)			Opinion and Consent of Dechert LLP.*
	(m)			Not applicable.
	(n)			Consent of Independent Registered Public Accounting Firm.*

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	(o)			Not applicable.
	(p)			Not applicable.
	(q)			Not applicable.
	(r)(1)			Code of Ethics of Morgan Stanley Direct Lending Fund (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)).
	(r)(2)			Code of Ethics of MS Capital Partners Adviser Inc. (Incorporated by reference to the Company’s Form 10-12G/A filed by the Company on November 19, 2019 (File No. 000-56098)).
	(s)			Filing Fee Table*

To be filed by amendment.

Item 26. Marketing Arrangements

The information contained under the heading “Underwriting” in this Registration Statement is incorporated herein by reference.

Item 27. Other Expenses of Issuance and Distribution

Securities and Exchange Commission registration fee	$	*
NYSE Listing Fee		*
Financial Industry Regulatory Authority fees		*
Printing expenses		*(1)
Accounting fees and expenses		*(1)
Legal fees and expenses		*(1)
Miscellaneous		*(1)
Total	$	*(1)

To be provided by amendment

(1)

Estimated.

All of the expenses set forth above shall be borne by the Registrant.

Item 28. Persons Controlled by or Under Common Control with Registrant

The information contained under the headings “Business,” “Management,” “Certain Relationships and Related-Party Transactions” and “Control Persons and Principal Stockholders” in this Registration Statement is incorporated herein by reference.

The following table sets forth the Company’s consolidated subsidiaries.

	DLF CA SPV LLC (Delaware)					100%
	DLF SPV LLC (Delaware)					100%
	DLF Financing SPV LLC (Delaware)					100%
	DLF Equity Holdings LLC (Delaware)					100%

Item 29. Number of Holders of Securities

The following table sets forth the approximate number of record holders of the Registrant’s Common Stock at , 2023.

Title of Class			Number of Record Holders
Common stock, par value $0.001 per share

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Item 30. Indemnification

The information contained under the heading “Description of Capital Stock — Limitation on Liability of Directors and Officers; Indemnification and Advance of Expense” is incorporated herein by reference.

We have entered into indemnification agreements with our directors. The indemnification agreements are intended to provide our directors the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides that we will indemnify the Indemnitee, including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Delaware law and the 1940 Act.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of Our Investment Adviser

A description of any other business, profession, vocation or employment of a substantial nature in which our Adviser, and each director or executive officer of our Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the section entitled “Management.” Additional information regarding our Adviser and its officers and directors is set forth in its Form ADV, as filed with the SEC (SEC File No. 801-69426), and is incorporated herein by reference.

Item 32. Locations of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of:

(3)

the Registrant, Morgan Stanley Direct Lending Fund, 1585 Broadway, 23rd Floor, New York, New York 10036

(4)

the Transfer Agent and Custodian, State Street Bank and Trust Company, 100 Summer Street, Floor 5, Boston, Massachusetts 02110;

(5)

the Adviser, Morgan Stanley, 1585 Broadway, 23rd Floor, New York, New York 10036

Item 33. Management Services

Not applicable.

Item 34. Undertakings

The Registrant undertakes to suspend the offering of shares until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than 10% from its net asset value as of the effective date of the registration statement; or (2) the net asset value increases to an amount greater than the net proceeds as stated in the prospectus.

Not applicable.

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Not applicable.

The Registrant undertakes that:

For the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and.

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

Not applicable.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, and State of New York on the day of , 2023.

MORGAN STANLEY DIRECT LENDING FUND

By:

Name: Jeffrey S. Levin
Title: Director and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENT, each person whose signature appears below hereby constitutes and appoints each of Jeffrey S. Levin and Venugopal Rathi as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form N-2 and any registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. This document may be executed by the signatories hereto on any number of counterparts, all of which constitute one and the same instrument.

Signature	Title	Date
Jeffrey S. Levin	Director and Chief Executive Officer (principal executive officer)	, 2023
Venugopal Rathi	Chief Financial Officer (principal financial and accounting officer)	, 2023
David Miller	Director & Chair	, 2023
Joan Binstock	Director	, 2023
Bruce Frank	Director	, 2023
Adam Metz	Director	, 2023
Kevin Shannon	Director	, 2023

Payment Date	DRIP Shares Value			DRIP Shares Issued
January 25, 2022		$	7,540		358,891
April 27, 2022		$	6,964		332,212
July 27, 2022		$	7,614		372,338
Total		$	22,118		1,063,441

	PAGE
Interim Unaudited Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Statements of Assets and Liabilities as of September 30, 2022 (unaudited) and December 31, 2021		F-3
Consolidated Statements of Operations for the three and nine months period ended September 30, 2022 (unaudited) and September 30, 2021 (unaudited)		F-4
Consolidated Statements of Changes in Net Assets for the three and nine months period ended September 30, 2022 (unaudited) and September 30, 2021 (unaudited)		F-5
Consolidated Statements of Cash Flows for the nine months period ended September 30, 2022 (unaudited) and September 30, 2021 (unaudited)		F-6
Consolidated Schedule of Investments as of September 30, 2022 (unaudited) and December 31, 2021		F-7
Notes to the Consolidated Financial Statements (unaudited)		F-37
Audited Financial Statements
Report of Independent Registered Public Accounting Firm		F-59
Consolidated Statements of Assets and Liabilities as of December 31, 2021 and 2020		F-60
Consolidated Statements of Operations for the Year ended December 31, 2021, December 31, 2020, and From May 19, 2019 (inception) to December 31, 2019		F-61
Consolidated Statements of Changes in Net Assets for the Year ended December 31, 2021, December 31, 2020, and From May 19, 2019 (inception) to December 31, 2019		F-62
Consolidated Statements of Cash Flows for the Year ended December 31, 2021, December 31, 2021, December 31, 2020, and From May 19, 2019 (inception) to December 31, 2019.		F-63
Consolidated Schedule of Investments as of December 31, 2021 and 2020		F-64
Notes to the Consolidated Financial Statements		F-83

	December 31, 2021		December 31, 2020(1)
Aerospace and Defense		1.7%		—%
Air Freight and Logistics		0.5		—
Auto Components		3.3		4.6
Automobiles		7.4		(0.1)
Biotechnology		0.6		—
Commercial Services & Supplies		13.0		10.0
Construction and Engineering		1.5		—
Containers & Packaging		1.6		2.0
Distributors		1.2		—
Diversified Consumer Services		1.5		1.5
Diversified Financial Services		0.1		2.7
Electronic Equipment, Instruments & Components		0.7		0.0
Energy Equipment & Services		0.6		2.3
Food Products		3.1		11.2
Health Care Equipment & Supplies		0.4		—
Health Care Providers & Services		2.9		1.3
Health Care Technology		0.9		1.4
Industrial Conglomerates		1.8		5.0
Insurance		17.1		19.4
Interactive Media & Services		3.8		3.6
IT Services		10.8		12.0
Leisure Products		2.4		3.8
Machinery		2.0		—
Multi-Utilities		0.4		0.1
Professional Services		4.0		7.1
Real Estate Management & Development		5.2		5.3
Software		11.5		6.8
Total		100.0%		100.0%