ﾓﾙｶﾞﾝｽﾀﾝﾚｰﾀﾞｲﾚｸﾄﾚﾝﾃﾞｨﾝｸﾞﾌｧﾝﾄﾞの四半期報告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________________________________________

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2025

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 814-01332

Morgan Stanley Direct Lending Fund

(Exact name of registrant as specified in its charter)


Delaware						84-2009506
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1585 Broadway						10036
New York, NY						(Zip Code)
(Address of principal executive offices)

1 (212) 761-4000

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

MSDL

The New York Stock Exchange

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

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

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


Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

Emerging growth company	¨

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

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

The number of shares of the registrant’s common stock, $0.001 par value, outstanding at August 6, 2025 was 86,835,012.

MORGAN STANLEY DIRECT LENDING FUND

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025

TABLE OF CONTENTS


Part I. Financial Information
Item 1.	Consolidated Financial Statements (unaudited)
	Consolidated Statements of Assets and Liabilities	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Changes in Net Assets	5
	Consolidated Statements of Cash Flows	6
	Consolidated Schedules of Investments	8
	Notes to the Consolidated Financial Statements	66
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	89
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	100
Item 4.	Controls and Procedures	101
Part II. Other Information
Item 1.	Legal Proceedings	102
Item 1A.	Risk Factors	102
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	102
Item 3.	Defaults Upon Senior Securities	102
Item 4.	Mine Safety Disclosures	102
Item 5.	Other Information	102
Item 6.	Exhibits	103

SIGNATURES

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Statements of Assets and Liabilities

(In thousands, except share and per share amounts)


	As of
	June 30, 2025		December 31, 2024
	(Unaudited)		(Audited)
Assets
Non-controlled/non-affiliated investments, at fair value (amortized cost of $3,826,123 and $3,813,127)	$	3,780,373	$	3,791,494
Non-controlled/affiliated investments, at fair value (amortized cost of $5,084 and $0)	5,123		—
Total investments, at fair value (cost of $3,831,207 and $3,813,127)	3,785,496		3,791,494
Cash and cash equivalents (restricted cash of $3,820 and $2,000)	52,216		63,396
Investments in unaffiliated money market fund (cost of $27,410 and $8,976)	27,410		8,976
Deferred financing costs	18,853		16,498

Interest and dividend receivable from non-controlled/non-affiliated investments	25,253		30,554
Interest receivable from non-controlled/affiliated investments	46		—

Receivable for investments sold/repaid	134		470
Other assets	12,482		630
Total assets	3,921,890		3,912,018

Liabilities
Debt (net of unamortized debt issuance costs of $8,773 and $6,527)	2,050,254		1,973,479
Payable for investment purchased	—		192
Payable to affiliates (Note 3)	96		29
Dividends payable	43,575		53,229
Management fees payable	9,624		7,042
Income based incentive fees payable	9,279		8,956


Interest payable	16,218		21,205
Accrued expenses and other liabilities	2,545		5,730
Total liabilities	2,131,591		2,069,862

Commitments and contingencies (Note 7)

Net assets
Preferred stock, $0.001 par value (1,000,000 shares authorized; no shares issued and outstanding)	—		—
Common stock, par value $0.001 (500,000,000 shares authorized; 86,962,629 and 88,511,089 shares issued and outstanding)	87		89
Paid-in capital in excess of par value	1,782,313		1,812,443


Distributable earnings (loss)	7,899		29,624
Total net assets	$	1,790,299	$	1,842,156
Total liabilities and net assets	$	3,921,890	$	3,912,018
Net asset value per share	$	20.59	$	20.81

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

Table of Contents

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 Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	93,752	$	99,072	$	188,693	$	193,703
Payment-in-kind income	3,815		2,850		8,003		5,494
Dividend income	650		646		1,244		1,211
Other income	1,175		1,620		2,870		2,881
From non-controlled/affiliated investments:
Interest income	44		—		70		—
Payment-in-kind income	72		—		86		—
Total investment income	99,508		104,188		200,966		203,289

Expenses:
Interest and other financing expenses	34,707		29,302		68,886		56,562
Management fees	9,624		8,639		19,242		16,869
Income based incentive fees	9,279		11,554		19,122		22,890

Professional fees	1,698		1,687		3,306		2,904
Directors’ fees	130		128		259		274
Administrative service fees	85		17		145		42
General and other expenses	128		51		310		159
Total expenses	55,651		51,378		111,270		99,700

Management fees waiver (Note 3)	—		(2,160)		(641)		(5,257)
Incentive fees waiver (Note 3)	—		(1,651)		(375)		(2,862)
Net expenses	55,651		47,567		110,254		91,581
Net investment income (loss) before taxes	43,857		56,621		90,712		111,708
Excise tax expense	200		500		827		936
Net investment income (loss) after taxes	43,657		56,121		89,885		110,772

Net realized and unrealized gain (loss):

Net realized gain (loss) on non-controlled/non-affiliated investments	25		108		587		(5,517)
Foreign currency and other transactions	66		—		53		—

Net realized gain (loss)	91		108		640		(5,517)

Net change in unrealized appreciation (depreciation) on non-controlled/non-affiliated investments	(7,751)		2,816		(24,899)		5,474
Net change in unrealized appreciation (depreciation) on non-controlled/affiliated investments	(2)		—		40		—
Translation of assets and liabilities in foreign currencies	101		—		100		—
Net unrealized appreciation (depreciation)	(7,652)		2,816		(24,759)		5,474
Net realized and unrealized gain (loss)	(7,561)		2,924		(24,119)		(43)
Net increase (decrease) in net assets resulting from operations	$	36,096	$	59,045	$	65,766	$	110,729

Net investment income (loss) per share (basic and diluted)	$	0.50	$	0.63	$	1.02	$	1.25
Earnings per share (basic and diluted)	$	0.41	$	0.66	$	0.75	$	1.25
Weighted average shares outstanding	87,189,801		89,271,839		87,798,346		88,315,183

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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Statements of Changes in Net Assets (Unaudited)

(In thousands, except share and per share amount)


	For the Three Months Ended				For the Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Net assets at the beginning of period	$	1,817,807	$	1,837,027	$	1,842,156	$	1,721,151
Increase (decrease) in net assets resulting from operations:
Net investment income (loss)	43,657		56,121		89,885		110,772
Net realized gain (loss)	91		108		640		(5,517)
Net change in unrealized appreciation (depreciation)	(7,652)		2,816		(24,759)		5,474
Net increase in net assets resulting from operations	36,096		59,045		65,766		110,729

Distributions to stockholders from:
Distributable earnings	(43,481)		(44,704)		(87,491)		(89,151)
Total distributions to stockholders	(43,481)		(44,704)		(87,491)		(89,151)

Capital transactions:
Issuance of common stock, net of underwriting and offering costs(1)	(123)		—		(123)		95,847
Reinvestment of dividends	—		10,593		—		23,385
Repurchase of common stock	(20,000)		—		(30,009)		—
Net increase (decrease) in net assets resulting from capital transactions	(20,123)		10,593		(30,132)		119,232
Total increase (decrease) in net assets	(27,508)		24,934		(51,857)		140,810
Net assets at end of period	$	1,790,299	$	1,861,961	$	1,790,299	$	1,861,961
Dividends per share	$	0.50	$	0.50	$	1.00	$	1.00

(1)Includes costs incurred in connection with the Company's at-the-market (“ATM”) program. See Note 8 "Net Assets."

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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	For the Six Months Ended
	June 30, 2025		June 30, 2024
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	65,766	$	110,729
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	24,859		(5,474)
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies	(100)		—
Net unrealized (appreciation) depreciation on interest rate swap attributed to unsecured notes	(61)		(7)
Net realized (gain) loss on investments	(587)		5,517
Net realized (gain) loss on foreign currency and other transactions	(53)		—
Investments in unaffiliated money market fund, net	(18,434)		—
Net accretion of discount and amortization of premium on investments	(8,153)		(7,240)
Payment-in-kind interest and dividend capitalized	(9,054)		(6,461)
Amortization of deferred financing costs	2,011		1,856
Amortization of debt issuance costs and original issuance discount on unsecured notes	2,412		1,532

Purchases of investments and change in payable for investments purchased	(409,840)		(636,580)
Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid	409,700		361,003
Changes in operating assets and liabilities:
(Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments	5,301		1,290
(Increase) decrease in interest and dividend receivable from non-controlled/affiliated investments	(46)		—

(Increase) decrease in prepaid expenses and other assets	(385)		(228)
(Decrease) increase in payable to affiliates	67		(1,362)
(Decrease) increase in management fees payable	2,582		4,467
(Decrease) increase in incentive fees payable	323		(1,863)
(Decrease) increase in interest payable	(4,987)		1,841
(Decrease) increase in accrued expenses and other liabilities	(3,185)		10,659
Net cash provided by (used in) operating activities	58,136		(160,321)
Cash flows from financing activities:
Borrowings on debt	940,345		725,335
Repayments on debt	(874,000)		(556,000)
Deferred financing costs paid	(4,366)		(4,539)
Debt issuance costs paid	(4,078)		(4,097)
Dividends paid in cash	(97,145)		(71,005)
Proceeds from issuance of common stock, net of underwriting & offering costs	(123)		95,888
Repurchases of common stock	(30,009)		—

Net cash provided by (used in) financing activities	(69,376)		185,582
Net increase (decrease) in cash, cash equivalents and restricted cash	(11,240)		25,261
Effect of foreign exchange rate changes on cash	60		—
Cash, cash equivalents and restricted cash, beginning of period	63,396		69,705
Cash, cash equivalents and restricted cash, end of period	$	52,216	$	94,966

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


Supplemental information and non-cash activities:

Excise tax paid	$	2,567	$	1,457
Interest expense paid	$	69,326	$	51,339
Reinvestment of dividends	$	—	$	23,385
Dividends payable	$	43,575	$	44,704
Non-cash purchases of investments	$	(5,010)	$	(24,636)
Non-cash sales of investments	$	5,010	$	24,636

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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Debt Investments - non-controlled/non-affiliated
Aerospace & Defense
Jonathan Acquisition Company	(6) (8)	First Lien Debt	S +	5.00%	9.40%	12/22/2026	3,371	$	3,338	$	3,371	0.19	%
Mantech International CP	(6) (9)	First Lien Debt	S +	5.00%	9.28%	9/14/2029	4,153	4,150		4,153		0.23
Mantech International CP	(6) (9) (16)	First Lien Debt	S +	5.00%	9.28%	9/14/2029	—	—		—		—
Mantech International CP	(6) (9) (16)	First Lien Debt	S +	5.00%	9.28%	9/14/2028	—	(1)		—		—
PCX Holding Corp.	(6) (7) (8)	First Lien Debt	S +	6.25%	10.70%	4/22/2027	17,769	17,705		16,923		0.95
PCX Holding Corp.	(6) (8)	First Lien Debt	S +	6.25%	10.70%	4/22/2027	17,894	17,758		17,041		0.95
PCX Holding Corp.	(6) (8)	First Lien Debt	S +	6.25%	10.70%	4/22/2027	1,851	1,845		1,763		0.10
Two Six Labs, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.87%	8/20/2027	34,191	33,838		34,191		1.91
Two Six Labs, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.87%	8/20/2027	4,199	4,150		4,199		0.23
Two Six Labs, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.87%	8/20/2027	1,024	1,009		1,024		0.06
								83,792		82,665		4.62
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.19%	6/11/2027	14,928	14,796		14,928		0.83
RoadOne IntermodaLogistics	(6) (8)	First Lien Debt	S +	6.25%	10.49%	12/29/2028	1,630	1,598		1,583		0.09
RoadOne IntermodaLogistics	(6) (8)	First Lien Debt	S +	6.25%	10.49%	12/29/2028	149	146		145		0.01
RoadOne IntermodaLogistics	(6) (8) (16)	First Lien Debt	S +	6.25%	10.49%	12/29/2028	295	289		285		0.02
								16,829		16,941		0.95
Automobile Components
Continental Battery Company	(6) (8) (12)	First Lien Debt	S +	7.00% PIK	11.29%	7/20/2028	6,473	6,415		2,124		0.12
PAI Holdco, Inc.	(6) (8)	Second Lien Debt	S +	7.50% (incl. 2.00% PIK)	11.93%	10/28/2028	27,383	27,003		22,271		1.24
Randy's Holdings, Inc.	(6) (8)	First Lien Debt	S +	5.00%	9.29%	11/1/2029	6,575	6,436		6,575		0.37
Randy's Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.29%	11/1/2029	1,379	1,339		1,379		0.08
Randy's Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.29%	11/1/2029	553	536		553		0.03
Sonny's Enterprises, LLC	(6) (7) (8)	First Lien Debt	S +	5.50%	9.95%	8/5/2028	45,313	44,919		42,875		2.39
Sonny's Enterprises, LLC	(6) (8)	First Lien Debt	S +	5.50%	9.95%	8/5/2028	112	111		106		0.01
Spectrum Automotive Holdings Corp.	(6) (7) (9)	First Lien Debt	S +	5.25%	9.58%	6/29/2028	23,050	22,876		23,050		1.29
Spectrum Automotive Holdings Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	6/29/2028	15,152	14,988		15,151		0.85
Spectrum Automotive Holdings Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	6/29/2027	—	(4)		—		—
								124,619		114,084		6.37
Automobiles
COP Collisionright Parent, LLC	(6) (7) (8)	First Lien Debt	S +	4.75%	9.03%	1/29/2030	9,039	8,910		8,992		0.50
COP Collisionright Parent, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.03%	1/29/2030	4,426	4,304		4,351		0.24
COP Collisionright Parent, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.03%	1/29/2030	—	(19)		(7)		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Drivecentric Holdings, LLC	(6) (9)	First Lien Debt	S +	4.50%	8.82%	8/15/2031	26,470	$	26,230	$	26,470	1.48	%
Drivecentric Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.82%	8/15/2031	—	(31)		—		—
LeadVenture, Inc.	(6) (7) (9)	First Lien Debt	S +	5.25%	9.57%	6/23/2032	8,831	8,699		8,699		0.49
LeadVenture, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.57%	6/23/2032	555	538		538		0.03
LeadVenture, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.57%	6/23/2032	—	(13)		(13)		—
Turbo Buyer, Inc.	(6) (8)	First Lien Debt	S +	6.00%	10.45%	6/2/2026	37,089	36,958		35,845		2.00
Turbo Buyer, Inc.	(6) (8)	First Lien Debt	S +	6.00%	10.45%	6/2/2026	37,273	37,130		36,023		2.01
Vehlo Purchaser, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.32%	5/24/2028	2,936	2,914		2,936		0.16
Vehlo Purchaser, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.32%	5/24/2028	14,427	14,273		14,425		0.81
Vehlo Purchaser, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.32%	5/24/2028	—	(1)		—		—
								139,892		138,259		7.72
Beverages
Vamos Bidco, Inc.	(6) (10)	First Lien Debt	S +	4.75%	9.05%	1/30/2032	5,400	5,348		5,386		0.30
Vamos Bidco, Inc.	(6) (10) (16)	First Lien Debt	S +	4.75%	9.05%	1/30/2032	—	(11)		(5)		—
Vamos Bidco, Inc.	(6) (10) (16)	First Lien Debt	S +	4.75%	9.05%	1/30/2032	—	(6)		(2)		—
								5,331		5,379		0.30
Biotechnology
GraphPad Software, LLC	(6)	First Lien Debt	S +	4.75%	9.04%	6/30/2031	26,690	26,572		26,690		1.49
GraphPad Software, LLC	(6) (16)	First Lien Debt	S +	4.75%	9.04%	6/30/2031	792	758		792		0.04
GraphPad Software, LLC	(6) (16)	First Lien Debt	S +	4.75%	9.04%	6/30/2031	—	(13)		—		—
								27,317		27,482		1.54
Building Products
Project Potter Buyer, LLC	(6) (8)	First Lien Debt	S +	5.50%	9.80%	4/23/2027	15,043	15,035		15,035		0.84
Project Potter Buyer, LLC	(6) (8) (16)	First Lien Debt	S +	5.50%	9.80%	4/23/2027	—	—		—		—
								15,035		15,035		0.84
Chemicals
Tank Holding Corp.	(7) (9)	First Lien Debt	S +	6.00%	10.43%	3/31/2028	15,474	15,296		14,650		0.82
Tank Holding Corp.	(9)	First Lien Debt	S +	6.00%	10.43%	3/31/2028	485	474		458		0.03
Tank Holding Corp.	(9) (16)	First Lien Debt	S +	6.00%	10.43%	3/31/2028	—	(7)		(42)		—
V Global Holdings, LLC	(6) (7) (9)	First Lien Debt	S +	5.75%	10.20%	12/22/2027	4,780	4,731		4,478		0.25
V Global Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.75%	10.20%	12/22/2027	534	530		492		0.03
								21,024		20,036		1.12

Commercial Services & Supplies
365 Retail Markets, LLC	(6) (8)	First Lien Debt	S +	4.50%	8.80%	12/26/2028	16,842	16,703		16,842		0.94
365 Retail Markets, LLC	(6) (8)	First Lien Debt	S +	4.50%	8.80%	12/26/2028	5,404	5,371		5,404		0.30

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)		Cost(5)		Fair Value		Percentage of Net Assets
Atlas US Finco, Inc.	(6) (8) (13)	First Lien Debt	S +	5.00%	9.29%	12/9/2029	8,925		$	8,772	$	8,925	0.50	%
Atlas US Finco, Inc.	(6) (8) (13)	First Lien Debt	S +	5.00%	9.29%	12/10/2029	4,254		4,233		4,233		0.24
Atlas US Finco, Inc.	(6) (8) (13) (16)	First Lien Debt	S +	5.00%	9.29%	12/11/2028	—		(5)		(5)		—
BPG Holdings IV Corp.	(6) (9)	First Lien Debt	S +	6.00%	10.30%	7/29/2029	11,471		10,946		10,388		0.58
Consor Intermediate II, LLC	(6) (9)	First Lien Debt	S +	4.50%	8.80%	5/12/2031	5,894		5,846		5,887		0.33
Consor Intermediate II, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.80%	5/12/2031	—		(20)		(4)		—
Consor Intermediate II, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.80%	5/12/2031	976		966		975		0.05
CRCI Longhorn Holdings, Inc.	(6) (7) (9)	First Lien Debt	S +	5.00%	9.33%	8/27/2031	9,833		9,743		9,833		0.55
CRCI Longhorn Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.33%	8/27/2031	—		(11)		—		—
CRCI Longhorn Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.33%	8/27/2031	—		(14)		—		—
Energy Labs Holdings Corp.	(6) (8)	First Lien Debt	S +	5.00%	9.43%	4/7/2028	464		460		456		0.03
Energy Labs Holdings Corp.	(6) (8)	First Lien Debt	S +	5.00%	9.43%	4/7/2028	194		189		182		0.01
Energy Labs Holdings Corp.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.43%	4/7/2028	22		20		18		—
Firebird Acquisition Corp, Inc.	(6) (9)	First Lien Debt	S +	5.00% (incl. 2.75% PIK)	9.37%	2/2/2032	5,705		5,678		5,648		0.32
Firebird Acquisition Corp, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00% (incl. 2.75% PIK)	9.37%	2/2/2032	196		188		163		0.01
Firebird Acquisition Corp, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00% (incl. 2.75% PIK)	9.37%	2/2/2032	—		(5)		(10)		—
FLS Holding, Inc.	(6) (8) (13)	First Lien Debt	S +	5.25%	9.68%	12/15/2028	18,737		18,522		16,620		0.93
FLS Holding, Inc.	(6) (8) (13)	First Lien Debt	S +	5.25%	9.68%	12/15/2028	4,393		4,341		3,897		0.22
FLS Holding, Inc.	(6) (8) (13) (16)	First Lien Debt	S +	5.25%	9.68%	12/17/2027	1,442		1,427		1,238		0.07
Helios Service Partners, LLC	(6) (8)	First Lien Debt	S +	5.00%	9.56%	3/19/2027	5,925		5,847		5,894		0.33
Helios Service Partners, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.56%	3/19/2027	13,092		12,885		13,006		0.73
Helios Service Partners, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.56%	3/19/2027	155		140		148		0.01
Hercules Borrower, LLC	(6) (9)	First Lien Debt	C +	5.25%	9.65%	12/15/2026	C$	3,000	2,092		2,199		0.12
Hercules Borrower, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.65%	12/15/2026	4,971		4,939		4,971		0.28
HSI Halo Acquisition, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.28%	6/30/2031	13,519		13,398		13,519		0.76
HSI Halo Acquisition, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.28%	6/30/2031	560		544		560		0.03
HSI Halo Acquisition, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.28%	6/28/2030	—		(18)		—		—
Iris Buyer, LLC	(6) (8)	First Lien Debt	S +	5.25%	9.53%	10/2/2030	6,903		6,748		6,885		0.38
Iris Buyer, LLC	(6) (8)	First Lien Debt	S +	5.25%	9.53%	10/2/2030	651		636		649		0.04
Iris Buyer, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.53%	10/2/2029	300		281		298		0.02
Procure Acquireco, Inc. (Procure Analytics)	(6) (9)	First Lien Debt	S +	4.75%	9.05%	12/20/2028	3,829		3,786		3,829		0.21
Procure Acquireco, Inc. (Procure Analytics)	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	12/20/2028	310		305		310		0.02
Procure Acquireco, Inc. (Procure Analytics)	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	12/20/2028	—		(2)		—		—
Pye-Barker Fire & Safety, LLC	(6) (9)	First Lien Debt	S +	4.50%	8.80%	5/26/2031	26,325		26,325		26,325		1.47

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)		Cost(5)		Fair Value		Percentage of Net Assets
Pye-Barker Fire & Safety, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.80%	5/26/2031	4,650		$	4,584	$	4,650	0.26	%
Pye-Barker Fire & Safety, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.80%	5/24/2030	456		426		456		0.03
Railpros Parent, LLC	(6) (9)	First Lien Debt	S +	4.50%	8.83%	5/24/2032	13,000		12,871		12,872		0.72
Railpros Parent, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.83%	5/24/2032	—		(20)		(20)		—
Railpros Parent, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.83%	5/24/2032	—		(20)		(20)		—
Routeware, Inc.	(6) (8)	First Lien Debt	S +	5.25%	9.56%	9/18/2031	3,182		3,153		3,167		0.18
Routeware, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	9.56%	9/18/2031	91		84		84		—
Routeware, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	9.56%	9/18/2031	68		65		67		—
Sherlock Buyer Corp.	(6) (8)	First Lien Debt	S +	5.75%	10.15%	12/8/2028	10,782		10,659		10,605		0.59
Sherlock Buyer Corp.	(6) (8) (16)	First Lien Debt	S +	5.75%	10.15%	12/8/2027	—		(10)		(21)		—
Surewerx Purchaser III, Inc.	(6) (9) (13)	First Lien Debt	S +	5.25%	9.55%	12/28/2029	5,664		5,543		5,637		0.31
Surewerx Purchaser III, Inc.	(6) (9) (13)	First Lien Debt	C +	5.25%	7.93%	12/28/2029	C$	254	185		185		0.01
Surewerx Purchaser III, Inc.	(6) (9) (13) (16)	First Lien Debt	S +	5.25%	9.55%	12/28/2029	226		210		222		0.01
Surewerx Purchaser III, Inc.	(6) (9) (13) (16)	First Lien Debt	S +	5.25%	9.55%	12/28/2028	428		411		422		0.02
Sweep Midco, LLC	(6) (14)	Second Lien Debt				3/12/2034	1,674		836		1,039		0.06
Sweep Midco, LLC	(6) (14)	Second Lien Debt				3/12/2036	4,872		—		—		—
Sweep Purchaser, LLC	(6) (8)	First Lien Debt	S +	5.75%% PIK	10.17%	6/30/2027	6,412		6,412		6,412		0.36
Sweep Purchaser, LLC	(6) (8)	First Lien Debt	S +	5.75%	10.17%	6/30/2027	3,148		3,148		3,148		0.18
Sweep Purchaser, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.17%	6/30/2027	281		281		281		0.02
Tamarack Intermediate, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.22%	3/13/2028	6,983		6,914		6,983		0.39
Tamarack Intermediate, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.22%	3/13/2028	592		582		592		0.03
Tamarack Intermediate, LLC	(6) (9) (16)	First Lien Debt	S +	5.75%	10.22%	3/13/2028	114		106		114		0.01
Transit Technologies, LLC	(6) (7) (9)	First Lien Debt	S +	4.75%	8.88%	8/20/2031	7,955		7,882		7,955		0.44
Transit Technologies, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	8.88%	8/20/2031	888		871		888		0.05
Transit Technologies, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	8.88%	8/20/2030	—		(15)		—		—
United Flow Technologies Intermediate Holdco II, LLC	(6) (8)	First Lien Debt	S +	5.25%	9.55%	6/23/2031	8,843		8,725		8,843		0.49
United Flow Technologies Intermediate Holdco II, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.55%	6/23/2031	4,914		4,846		4,914		0.27
United Flow Technologies Intermediate Holdco II, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.55%	6/21/2030	—		(12)		—		—
US Infra Svcs Buyer, LLC	(6) (7) (8)	First Lien Debt	S +	7.25%(incl. 4.75% PIK)	11.68%	4/13/2027	14,234		14,150		12,254		0.68
US Infra Svcs Buyer, LLC	(6) (7) (8)	First Lien Debt	S +	7.25% (incl. 4.75% PIK)	11.68%	4/13/2027	2,009		2,003		1,729		0.10
US Infra Svcs Buyer, LLC	(6) (8)	First Lien Debt	S +	7.25% (incl. 4.75% PIK)	11.68%	4/13/2027	2,250		2,244		1,937		0.11
Vensure Employer Services, Inc.	(6) (10)	First Lien Debt	S +	4.75%	9.06%	9/29/2031	9,045		8,968		9,045		0.51
Vensure Employer Services, Inc.	(6) (10) (16)	First Lien Debt	S +	4.75%	9.06%	9/29/2031	—		(9)		—		—
VRC Companies, LLC	(6) (8)	First Lien Debt	S +	5.50%	9.60%	6/29/2027	71,884		71,447		71,884		4.02

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
VRC Companies, LLC	(6) (8)	First Lien Debt	S +	5.50%	9.60%	6/29/2027	494	$	490	$	494	0.03	%
VRC Companies, LLC	(6) (8) (16)	First Lien Debt	S +	5.50%	9.60%	6/29/2027	—	(8)		—		—
								349,258		346,101		19.33
Construction & Engineering
Arcoro Holdings Corp.	(6) (8)	First Lien Debt	S +	5.50%	9.80%	3/28/2030	12,913	12,697		12,476		0.70
Arcoro Holdings Corp.	(6) (8) (16)	First Lien Debt	S +	5.50%	9.80%	3/28/2030	—	(31)		(66)		—
KPSKY Acquisition, Inc.	(6) (9)	First Lien Debt	S +	5.50%	9.81%	10/19/2028	33,345	32,977		30,470		1.70
KPSKY Acquisition, Inc.	(6) (9)	First Lien Debt	S +	5.50%	9.81%	10/19/2028	7,636	7,546		6,978		0.39
LJ Avalon Holdings, LLC	(6) (8)	First Lien Debt	S +	4.75%	9.07%	2/1/2030	4,069	3,979		4,069		0.23
LJ Avalon Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.07%	2/1/2030	2,280	2,234		2,280		0.13
LJ Avalon Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.07%	2/1/2029	—	(12)		—		—
Superman Holdings, LLC	(6) (9)	First Lien Debt	S +	4.50%	8.80%	8/29/2031	19,948	19,857		19,948		1.11
Superman Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.80%	8/29/2031	4,172	4,139		4,172		0.23
Superman Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.80%	8/29/2031	—	(13)		—		—
								83,373		80,327		4.49
Consumer Staples Distribution & Retail
PDI TA Holdings, Inc.	(6) (9)	First Lien Debt	S +	5.50%	9.78%	2/3/2031	25,181	24,977		25,156		1.41
PDI TA Holdings, Inc.	(6) (9)	First Lien Debt	S +	5.50%	9.78%	2/3/2031	2,301	2,271		2,299		0.13
PDI TA Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	9.78%	2/3/2031	912	894		910		0.05
								28,142		28,365		1.58
Containers & Packaging
BP Purchaser, LLC	(6) (9)	First Lien Debt	S +	5.50%	10.08%	12/11/2028	17,803	17,609		15,652		0.87
FORTIS Solutions Group, LLC	(6) (9)	First Lien Debt	S +	5.50%	9.90%	10/13/2028	26,609	26,317		26,609		1.49
FORTIS Solutions Group, LLC	(6) (9)	First Lien Debt	S +	5.50%	9.90%	10/13/2028	275	272		275		0.02
FORTIS Solutions Group, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	9.90%	10/15/2027	674	654		674		0.04
								44,852		43,210		2.41
Distributors
48Forty Solutions, LLC	(6) (8) (12)	First Lien Debt	S +	6.00%	10.48%	11/30/2029	18,106	17,912		9,959		0.56
48Forty Solutions, LLC	(6) (8) (12) (16)	First Lien Debt	S +	6.00%	10.48%	11/30/2029	2,168	2,142		946		0.05
ABB Concise Optical Group, LLC	(6) (9)	First Lien Debt	S +	7.50%	11.95%	2/23/2028	17,008	16,784		15,859		0.89
Bradyplus Holdings, LLC	(6) (7) (8)	First Lien Debt	S +	5.00%	9.28%	10/31/2029	7,910	7,788		7,910		0.44
Bradyplus Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.28%	10/31/2029	77	73		77		—
PT Intermediate Holdings III, LLC	(6) (9)	First Lien Debt	S +	5.00%(incl. 1.75% PIK)	9.30%	4/9/2030	41,961	41,634		41,961		2.34
PT Intermediate Holdings III, LLC	(6) (9) (16)	First Lien Debt	S +	5.00% (incl. 1.75% PIK)	9.30%	4/9/2030	—	(3)		—		—
								86,330		76,712		4.28

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Diversified Consumer Services
Any Hour, LLC	(6) (7) (10)	First Lien Debt	S +	5.25%	9.55%	5/23/2030	23,486	$	23,184	$	23,056	1.29	%
Any Hour, LLC	(6) (10) (16)	First Lien Debt	S +	5.25%	9.55%	5/23/2030	665	618		538		0.03
Any Hour, LLC	(6) (10) (16)	First Lien Debt	S +	5.25%	9.55%	5/23/2030	1,870	1,828		1,807		0.10
Any Hour, LLC	(6)	Other Debt		13.00% PIK	13.00%	5/23/2031	6,795	6,689		6,591		0.37
Apex Service Partners, LLC	(6) (7) (8)	First Lien Debt	S +	5.00%	9.33%	10/24/2030	36,724	36,190		36,724		2.05
Apex Service Partners, LLC	(6) (8)	First Lien Debt	S +	5.00%	9.33%	10/24/2030	8,745	8,599		8,745		0.49
Apex Service Partners, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.33%	10/24/2029	—	(38)		—		—
Assembly Intermediate, LLC	(6) (8)	First Lien Debt	S +	5.25%	9.55%	10/19/2027	19,907	19,728		19,907		1.11
Assembly Intermediate, LLC	(6) (8)	First Lien Debt	S +	5.25%	9.55%	10/19/2027	4,148	4,113		4,148		0.23
Assembly Intermediate, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.55%	10/19/2027	—	(16)		—		—
DA Blocker Corp.	(6) (9) (13)	First Lien Debt	S +	4.75%	9.05%	2/10/2032	7,054	6,986		7,036		0.39
DA Blocker Corp.	(6) (9) (13) (16)	First Lien Debt	S +	4.75%	9.05%	2/10/2032	—	(10)		(6)		—
DA Blocker Corp.	(6) (9) (13) (16)	First Lien Debt	S +	4.75%	9.05%	2/10/2032	220	213		219		0.01
Eclipse Buyer, Inc.	(6) (10)	First Lien Debt	S +	4.75%	9.06%	9/8/2031	4,244	4,205		4,244		0.24
Eclipse Buyer, Inc.	(6) (10) (16)	First Lien Debt	S +	4.75%	9.06%	9/8/2031	—	(3)		—		—
Eclipse Buyer, Inc.	(6) (10) (16)	First Lien Debt	S +	4.75%	9.06%	9/8/2031	—	(3)		—		—
Essential Services Holding Corporation	(6) (9)	First Lien Debt	S +	5.00%	9.28%	6/17/2031	17,244	17,091		17,244		0.96
Essential Services Holding Corporation	(6) (9) (16)	First Lien Debt	S +	5.00%	9.28%	6/17/2031	—	(20)		—		—
Essential Services Holding Corporation	(6) (9) (16)	First Lien Debt	S +	5.00%	9.28%	6/17/2030	358	333		358		0.02
EVDR Purchaser, Inc.	(6) (9)	First Lien Debt	S +	5.50%	9.83%	2/14/2031	20,325	19,979		20,325		1.14
EVDR Purchaser, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	9.83%	2/14/2031	—	(47)		—		—
EVDR Purchaser, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	9.83%	2/14/2031	—	(57)		—		—
Express Wash Acquisition Company, LLC	(6) (8)	First Lien Debt	S +	6.25%	10.46%	4/10/2031	1,895	1,854		1,876		0.10
Express Wash Acquisition Company, LLC	(6) (8) (16)	First Lien Debt	S +	6.25%	10.46%	4/10/2031	—	(2)		(1)		—
FPG Intermediate Holdco, LLC	(6) (8) (11) (12)	First Lien Debt	S +	6.75% (incl. 5.75% PIK)	11.04%	3/5/2027	450	447		146		0.01
FPG Intermediate Holdco, LLC	(6) (8) (12)	First Lien Debt	S +	6.75% (incl. 5.75% PIK)	11.04%	3/5/2027	18	18		18		—
Heartland Home Services	(6) (9)	First Lien Debt	S +	5.75%	10.15%	12/15/2026	1,916	1,911		1,846		0.10
Lightspeed Solution, LLC	(6) (9)	First Lien Debt	S +	6.50% (incl. 2.17% PIK)	10.83%	3/1/2028	9,281	9,190		9,281		0.52
Lightspeed Solution, LLC	(6) (9)	First Lien Debt	S +	6.50% (incl. 2.17% PIK)	10.83%	3/1/2028	551	545		551		0.03
Project Accelerate Parent, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.57%	2/24/2031	8,662	8,588		8,662		0.48
Project Accelerate Parent, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.57%	2/24/2031	—	(10)		—		—
Vertex Service Partners, LLC	(6) (7) (9)	First Lien Debt	S +	6.00%	10.30%	11/8/2030	1,752	1,716		1,752		0.10

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Vertex Service Partners, LLC	(6) (9) (16)	First Lien Debt	S +	6.00%	10.30%	11/8/2030	3,523	$	3,449	$	3,523	0.20	%
Vertex Service Partners, LLC	(6) (9) (16)	First Lien Debt	S +	6.00%	10.30%	11/8/2030	369	360		369		0.02
								177,628		178,959		10.00
Electrical Equipment
Accel International Holdings, Inc.	(6) (7) (10)	First Lien Debt	S +	4.50%	8.78%	4/26/2032	10,892	10,839		10,838		0.61
Accel International Holdings, Inc.	(6) (10) (16)	First Lien Debt	S +	4.50%	8.78%	4/26/2032	—	(9)		(9)		—
Spark Buyer, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.57%	10/15/2031	2,177	2,146		2,122		0.12
Spark Buyer, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.57%	10/15/2031	—	(6)		(22)		—
Spark Buyer, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.57%	10/15/2031	44	38		33		—
								13,008		12,962		0.72
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC	(6) (9)	First Lien Debt	S +	6.60% (incl. 4.60% PIK)	10.91%	7/6/2028	6,203	6,137		4,714		0.26
Abracon Group Holdings, LLC	(6) (9)	First Lien Debt	S +	6.60% (incl. 4.60% PIK)	10.91%	7/6/2028	415	411		315		0.02
Dwyer Instruments, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.05%	7/20/2029	14,234	14,071		14,163		0.79
Dwyer Instruments, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	7/20/2029	4,932	4,860		4,905		0.27
Dwyer Instruments, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	7/20/2029	224	207		216		0.01
Infinite Bidco, LLC	(6) (10)	First Lien Debt	S +	6.25%	10.57%	3/2/2028	12,173	11,959		12,173		0.68
Infinite Bidco, LLC	(10)	Second Lien Debt	S +	7.00%	11.54%	3/2/2029	25,500	25,459		21,978		1.23
Magneto Components Buyco, LLC	(6) (7) (9)	First Lien Debt	S +	6.00% (incl. 2.58% PIK)	10.30%	12/5/2030	15,501	15,271		15,405		0.86
Magneto Components Buyco, LLC	(6) (9)	First Lien Debt	S +	6.00% (incl. 2.58% PIK)	10.30%	12/5/2030	—	—		—		—
Magneto Components Buyco, LLC	(6) (9) (16)	First Lien Debt	S +	6.00% (incl. 2.58% PIK)	10.30%	12/5/2029	—	(34)		(16)		—
NDT Global Holding, Inc.	(6) (10) (13)	First Lien Debt	S +	4.50%	8.83%	6/4/2032	3,300	3,267		3,267		0.18
NDT Global Holding, Inc.	(6) (10) (13) (16)	First Lien Debt	S +	4.50%	8.83%	6/4/2032	—	(7)		(7)		—
NDT Global Holding, Inc.	(6) (10) (13) (16)	First Lien Debt	S +	4.50%	8.83%	6/4/2032	—	(7)		(7)		—
NSI Holdings, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.05%	11/17/2031	7,332	7,263		7,276		0.41
NSI Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	11/17/2031	—	(5)		(10)		—
NSI Holdings, Inc.	(6) (16)	First Lien Debt	P +	3.75%	11.25%	11/17/2031	105	93		95		0.01
								88,945		84,467		4.72
Financial Services
Applitools, Inc.	(6) (9) (13)	First Lien Debt	S +	6.25% PIK	10.55%	5/25/2029	4,240	4,207		4,197		0.23
Applitools, Inc.	(6) (9) (13) (16)	First Lien Debt	S +	6.25%	10.55%	5/25/2028	—	(4)		(4)		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Cerity Partners, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.58%	7/30/2029	4,683	$	4,584	$	4,683	0.26	%
Cerity Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	7/30/2029	8,078	7,908		8,078		0.45
Cerity Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	7/28/2028	118	116		118		0.01
Cliffwater, LLC	(6) (7) (9)	First Lien Debt	S +	5.00%	9.28%	4/22/2032	8,655	8,571		8,571		0.48
Cliffwater, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.28%	4/22/2032	—	(8)		(8)		—
GC Waves Holdings, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.18%	10/4/2030	8,864	8,792		8,864		0.50
GC Waves Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.18%	10/4/2030	2,146	2,051		2,146		0.12
GC Waves Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.18%	10/4/2030	—	(5)		—		—
MAI Capital Management Intermediate, LLC	(6) (7) (9)	First Lien Debt	S +	4.75%	9.05%	8/29/2031	4,632	4,590		4,632		0.26
MAI Capital Management Intermediate, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	8/29/2031	1,083	1,055		1,072		0.06
MAI Capital Management Intermediate, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	8/29/2031	262	251		262		0.01
PMA Parent Holdings, LLC	(6) (9)	First Lien Debt	S +	5.50%	9.80%	1/31/2031	3,029	2,987		3,006		0.17
PMA Parent Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	9.80%	1/31/2031	—	(3)		(2)		—
RFS Opco, LLC	(6) (10)	First Lien Debt	S +	4.75%	9.05%	4/4/2031	14,391	14,337		14,391		0.80
RFS Opco, LLC	(6) (10) (16)	First Lien Debt	S +	3.50%	7.81%	4/4/2029	177	173		177		0.01
SitusAMC Holdings Corporation	(6) (9)	First Lien Debt	S +	5.50%	9.80%	5/14/2031	10,659	10,609		10,658		0.60
Smarsh, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.05%	2/16/2029	5,625	5,565		5,625		0.31
Smarsh, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	2/16/2029	—	(8)		—		—
Smarsh, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	2/16/2029	343	336		343		0.02
Trintech, Inc.	(6) (7) (8)	First Lien Debt	S +	5.50%	9.83%	7/25/2029	33,575	33,077		33,407		1.87
Trintech, Inc.	(6) (8) (16)	First Lien Debt	S +	5.50%	9.83%	7/25/2029	837	797		822		0.05
								109,978		111,038		6.20
Food Products
AMCP Pet Holdings, Inc. (Brightpet)	(6) (8)	First Lien Debt	S +	7.00% (incl. 3.00% PIK)	11.43%	10/5/2026	40,361	40,011		37,317		2.08
AMCP Pet Holdings, Inc. (Brightpet)	(6) (8)	First Lien Debt	S +	7.00% (incl. 3.00% PIK)	11.43%	10/5/2026	5,977	5,939		5,526		0.31
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(6) (12)	Other Debt		16.25% PIK		6/18/2028	1,500	1,500		83		—
Teasdale Foods, Inc. (Teasdale Latin Foods)	(6) (8)	First Lien Debt	S +	7.65% (incl. 3.40% PIK)	12.08%	12/20/2027	10,864	10,835		9,633		0.54
								58,285		52,559		2.94
Ground Transportation
SV Newco 2, Inc.	(6) (9) (13)	First Lien Debt	S +	4.75%	9.05%	6/2/2031	22,738	22,437		22,738		1.27
SV Newco 2, Inc.	(6) (9) (13) (16)	First Lien Debt	S +	4.75%	9.05%	6/2/2031	5,613	5,482		5,613		0.31
SV Newco 2, Inc.	(6) (9) (13) (16)	First Lien Debt	S +	4.75%	9.05%	6/2/2031	—	(109)		—		—
								27,810		28,351		1.58

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Health Care Equipment & Supplies
PerkinElmer U.S., LLC	(6) (7) (8)	First Lien Debt	S +	4.75%	9.08%	3/13/2029	4,319	$	4,232	$	4,319	0.24	%
Tidi Legacy Products, Inc.	(6) (8)	First Lien Debt	S +	4.50%	8.83%	12/19/2029	1,848	1,819		1,848		0.10
Tidi Legacy Products, Inc.	(6) (8) (16)	First Lien Debt	S +	4.50%	8.83%	12/19/2029	—	(4)		—		—
Tidi Legacy Products, Inc.	(6) (8) (16)	First Lien Debt	S +	4.50%	8.83%	12/19/2029	—	(5)		—		—
YI, LLC	(6) (7) (8)	First Lien Debt	S +	5.75%	10.06%	12/3/2029	5,569	5,480		5,547		0.31
YI, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.06%	12/3/2029	—	(13)		(4)		—
								11,509		11,710		0.65
Health Care Providers & Services
Advarra Holdings, Inc.	(6) (9)	First Lien Debt	S +	4.50%	8.83%	9/15/2031	447	439		447		0.02
Advarra Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	4.50%	8.83%	9/15/2031	—	—		—		—
DCA Investment Holdings, LLC	(6) (9)	First Lien Debt	S +	6.50%	10.73%	4/3/2028	20,172	19,950		19,005		1.06
DCA Investment Holdings, LLC	(6) (9)	First Lien Debt	S +	6.50%	10.73%	4/3/2028	1,774	1,745		1,672		0.09
Gateway US Holdings, Inc.	(6) (9) (13)	First Lien Debt	S +	4.75%	9.05%	9/22/2028	744	741		744		0.04
Gateway US Holdings, Inc.	(6) (9) (13)	First Lien Debt	S +	4.75%	9.05%	9/22/2028	210	209		210		0.01
Gateway US Holdings, Inc.	(6) (9) (13) (16)	First Lien Debt	S +	4.75%	9.05%	9/22/2028	—	—		—		—
Heartland Veterinary Partners, LLC	(6) (8)	First Lien Debt	S +	4.75%	9.11%	6/10/2028	1,819	1,813		1,819		0.10
Heartland Veterinary Partners, LLC	(6) (8)	Second Lien Debt		14.50% (incl. 7.00% PIK)	14.50%	9/10/2028	4,320	4,276		4,320		0.24
Heartland Veterinary Partners, LLC	(6) (8)	First Lien Debt	S +	4.75%	9.11%	6/10/2028	4,118	4,106		4,118		0.23
Heartland Veterinary Partners, LLC	(6) (8)	Second Lien Debt		14.50% (incl. 7.00% PIK)	14.50%	9/10/2028	1,680	1,662		1,680		0.09
Heartland Veterinary Partners, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.11%	12/10/2026	—	(1)		—		—
iCIMS, Inc.	(6) (9)	First Lien Debt	S +	5.75%	10.03%	8/18/2028	7,080	7,007		7,080		0.40
iCIMS, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.03%	8/18/2028	7	7		7		—
Imagine 360, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.30%	10/2/2028	12,096	11,995		12,067		0.67
Imagine 360, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.30%	10/2/2028	—	(7)		(4)		—
Imagine 360, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.30%	10/2/2028	—	(9)		(3)		—
Intelerad Medical Systems Incorporated	(6) (8) (13)	First Lien Debt	S +	6.50%	10.93%	8/21/2026	488	483		478		0.03
Intelerad Medical Systems Incorporated	(6) (8) (13)	First Lien Debt	S +	6.50%	10.93%	8/21/2026	34	34		33		—
Invictus Buyer, LLC	(6) (9)	First Lien Debt	S +	4.50%	8.80%	6/3/2031	4,020	3,984		4,020		0.22
Invictus Buyer, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.80%	6/3/2031	—	(7)		—		—
Invictus Buyer, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.80%	6/3/2031	—	(5)		—		—
mPulse Mobile, Inc.	(6) (9)	First Lien Debt	S +	6.50%	10.90%	12/17/2027	11,928	11,814		11,838		0.66
mPulse Mobile, Inc.	(6) (9)	First Lien Debt	S +	6.50%	10.90%	12/17/2027	19,827	19,511		19,679		1.10
mPulse Mobile, Inc.	(6) (9) (16)	First Lien Debt	S +	6.50%	10.90%	12/17/2027	1,134	1,097		1,114		0.06
Pareto Health Intermediate Holdings, Inc.	(6) (8)	First Lien Debt	S +	4.75%	9.05%	6/3/2030	28,450	28,146		28,450		1.59

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)		Cost(5)		Fair Value		Percentage of Net Assets
Pareto Health Intermediate Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.05%	6/3/2030	—		$	(25)	$	—	—	%
Pareto Health Intermediate Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.05%	6/1/2029	—		(10)		—		—
PPV Intermediate Holdings, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.08%	8/31/2029	4,314		4,189		4,314		0.24
PPV Intermediate Holdings, LLC	(6) (9)	First Lien Debt	S +	6.00%	10.33%	8/31/2029	14,972		14,854		14,972		0.84
Promptcare Infusion Buyer, Inc.	(6) (8)	First Lien Debt	S +	6.00%	10.39%	9/1/2027	8,843		8,768		8,572		0.48
Promptcare Infusion Buyer, Inc.	(6) (8) (16)	First Lien Debt	S +	6.00%	10.39%	9/1/2027	2,753		2,717		2,625		0.15
Stepping Stones Healthcare Services, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.30%	1/2/2029	4,233		4,196		4,227		0.24
Stepping Stones Healthcare Services, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.30%	1/2/2029	1,291		1,273		1,289		0.07
Stepping Stones Healthcare Services, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.30%	12/30/2026	—		(3)		(1)		—
Suveto Buyer, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.08%	9/9/2027	11,731		11,677		11,694		0.65
Suveto Buyer, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.08%	9/9/2027	—		(8)		(4)		—
Tivity Health, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.33%	6/28/2029	8,568		8,533		8,568		0.48
Vardiman Black Holdings, LLC	(6) (10)	First Lien Debt	S +	7.00% (incl. 2.00% PIK)	11.42%	3/18/2027	5,958		5,957		5,496		0.31
Vardiman Black Holdings, LLC	(6) (10) (11) (16)	First Lien Debt	S +	7.00% (incl. 2.00% PIK)	11.42%	3/18/2027	677		665		622		0.03
									181,773		181,148		10.12
Health Care Technology
Hyland Software, Inc.	(6) (7) (9)	First Lien Debt	S +	5.00%	9.33%	9/19/2030	39,061		38,588		39,061		2.18
Hyland Software, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.33%	9/19/2029	—		(20)		—		—
Lightspeed Buyer, Inc.	(6) (7) (8)	First Lien Debt	S +	4.75%	9.05%	2/3/2027	23,040		22,905		23,040		1.29
Lightspeed Buyer, Inc.	(6) (8)	First Lien Debt	S +	4.75%	9.05%	2/3/2027	342		339		342		0.02
Lightspeed Buyer, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.05%	2/3/2027	—		(1)		—		—
									61,811		62,443		3.49

Industrial Conglomerates
Aptean, Inc.	(6) (7) (9)	First Lien Debt	S +	4.75%	9.07%	1/30/2031	24,673		24,528		24,673		1.38
Aptean, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.07%	1/30/2031	40		24		40		—
Aptean, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.07%	1/30/2031	—		(10)		—		—
Excelitas Technologies Corp.	(6) (9)	First Lien Debt	S +	5.25%	9.58%	8/13/2029	1,298		1,280		1,291		0.07
Excelitas Technologies Corp.	(6) (9)	First Lien Debt	E +	5.25%	7.18%	8/13/2029	€	236	241		275		0.02
Excelitas Technologies Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	8/13/2029	—		(12)		(20)		—
Excelitas Technologies Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	8/14/2028	—		(1)		(1)		—
Raptor Merger Sub Debt, LLC	(6) (7) (9)	First Lien Debt	S +	5.50%	9.80%	4/1/2029	31,744		31,115		31,564		1.76
Raptor Merger Sub Debt, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	9.80%	4/1/2029	733		686		719		0.04
									57,851		58,541		3.27
Insurance Services

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Amerilife Holdings, LLC	(6) (9)	First Lien Debt	S +	4.75%	9.01%	8/31/2029	12,922	$	12,836	$	12,922	0.72	%
Amerilife Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.01%	8/31/2029	2,173	2,155		2,173		0.12
Amerilife Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.01%	8/31/2028	177	165		177		0.01
Fetch Insurance Services, LLC	(6)	Other Debt		12.75% (incl. 3.75% PIK)	12.75%	10/31/2027	2,067	2,039		2,047		0.11
Foundation Risk Partners Corp.	(6) (9)	First Lien Debt	S +	4.75%	9.05%	10/29/2030	41,884	41,451		41,884		2.34
Foundation Risk Partners Corp.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	10/29/2030	9,109	9,016		9,109		0.51
Foundation Risk Partners Corp.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	10/29/2029	—	(54)		—		—
Galway Borrower, LLC	(6) (9)	First Lien Debt	S +	4.50%	8.80%	9/29/2028	30,260	29,935		30,260		1.69
Galway Borrower, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.80%	9/29/2028	1,874	1,847		1,874		0.10
Galway Borrower, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.80%	9/29/2028	695	673		695		0.04
Higginbotham Insurance Agency, Inc.	(6) (7) (8)	First Lien Debt	S +	4.50%	8.83%	11/24/2028	23,543	23,386		23,543		1.32
Higginbotham Insurance Agency, Inc.	(6) (8) (16)	First Lien Debt	S +	4.50%	8.83%	11/24/2028	4,047	4,001		4,047		0.23
High Street Buyer, Inc.	(6) (7) (9)	First Lien Debt	S +	5.25%	9.55%	4/14/2028	9,738	9,646		9,738		0.54
High Street Buyer, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.55%	4/14/2028	43,841	43,356		43,841		2.45
High Street Buyer, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.55%	4/16/2027	—	(13)		—		—
Inszone Mid, LLC	(6) (8)	First Lien Debt	S +	5.25%	9.55%	11/30/2029	4,393	4,324		4,393		0.25
Inszone Mid, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.55%	11/30/2029	7,357	7,208		7,357		0.41
Inszone Mid, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.55%	11/30/2029	—	(18)		—		—
Integrity Marketing Acquisition, LLC	(6) (7) (9)	First Lien Debt	S +	5.00%	9.33%	8/25/2028	44,231	44,231		44,231		2.47
Integrity Marketing Acquisition, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.33%	8/25/2028	—	—		—		—
Long Term Care Group, Inc.	(6) (9)	First Lien Debt	S +	6.00%	10.53%	9/8/2027	5,451	5,406		4,852		0.27
Majesco, Inc.	(6) (7) (8)	First Lien Debt	S +	4.75%	9.05%	9/21/2028	33,381	32,960		33,381		1.86
Majesco, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.05%	9/21/2027	—	(10)		—		—
Patriot Growth Insurance Services, LLC	(6) (7) (9)	First Lien Debt	S +	5.00%	9.45%	10/16/2028	61,407	60,727		61,407		3.43
Patriot Growth Insurance Services, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.45%	10/16/2028	—	(42)		—		—
RSC Acquisition, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.04%	11/1/2029	31,963	31,646		31,963		1.79
RSC Acquisition, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.04%	11/1/2029	3,761	3,741		3,761		0.21
World Insurance Associates, LLC	(6) (7) (8)	First Lien Debt	S +	5.00%	9.30%	4/3/2030	51,541	50,645		51,541		2.88
World Insurance Associates, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.30%	4/3/2030	—	(5)		—		—
								421,252		425,196		23.75
Interactive Media & Services
FMG Suite Holdings, LLC	(6) (8)	First Lien Debt	S +	5.00%	9.45%	10/30/2026	21,758	21,619		21,758		1.22
FMG Suite Holdings, LLC	(6) (8)	First Lien Debt	S +	5.00%	9.45%	10/30/2026	4,510	4,488		4,510		0.25
FMG Suite Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.45%	10/30/2026	—	(11)		—		—
Spectrio, LLC	(6) (7) (8)	First Lien Debt	S +	6.00% (incl. 2.50% PIK)	10.33%	12/9/2026	32,169	32,013		27,935		1.56

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Spectrio, LLC	(6) (8)	First Lien Debt	S +	6.00% (incl. 2.50% PIK)	10.33%	12/9/2026	12,976	$	12,956	$	11,269	0.63	%
Spectrio, LLC	(6) (8) (16)	First Lien Debt	S +	6.00% (incl. 2.50% PIK)	10.33%	12/9/2026	3,813	3,794		3,273		0.18
Triple Lift, Inc.	(6) (7) (9)	First Lien Debt	S +	5.75%	10.22%	5/5/2028	26,880	26,621		25,681		1.43
Triple Lift, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.22%	5/5/2028	—	(33)		(178)		-0.01
								101,447		94,248		5.26
IT Services
Apollo Acquisition, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.33%	12/30/2031	18,028	17,858		17,947		1.00
Apollo Acquisition, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.33%	12/30/2031	6,110	6,040		6,072		0.34
Apollo Acquisition, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.33%	12/30/2030	—	(26)		(12)		—
Atlas Purchaser, Inc.	(6) (7)	First Lien Debt	S +	7.50% (incl. 5.50% PIK)	12.04%	5/5/2028	2,564	2,564		2,237		0.12
Atlas Purchaser, Inc.	(6) (7)	First Lien Debt	S +	7.50% (incl. 6.50% PIK)	12.04%	5/5/2028	5,917	5,917		1,244		0.07
Catalis Intermediate, Inc.	(6) (7) (9)	First Lien Debt	S +	5.50%	9.95%	8/4/2027	38,753	38,354		38,222		2.13
Catalis Intermediate, Inc.	(6) (9)	First Lien Debt	S +	5.50%	9.95%	8/4/2027	8,719	8,637		8,600		0.48
Catalis Intermediate, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	9.95%	8/4/2027	1,460	1,423		1,402		0.08
GI DI Cornfield Acquisition, LLC	(6)	First Lien Debt	S +	4.50%	8.93%	3/9/2028	30,393	30,054		30,181		1.69
GI DI Cornfield Acquisition, LLC	(6) (16)	First Lien Debt	S +	4.50%	8.93%	3/9/2028	—	(84)		(110)		-0.01
Help/Systems Holdings, Inc.	(6) (9)	Second Lien Debt	S +	6.75%	11.13%	11/19/2027	17,500	17,500		14,723		0.82
Idera, Inc.	(6) (9)	Second Lien Debt	S +	6.75%	11.18%	3/2/2029	2,607	2,596		2,607		0.15
Recovery Point Systems, Inc.	(6) (7) (8)	First Lien Debt	S +	5.75%	10.16%	8/12/2026	40,005	39,822		40,005		2.23
Recovery Point Systems, Inc.	(6) (8) (16)	First Lien Debt	S +	5.75%	10.16%	8/12/2026	—	(15)		—		—
Redwood Services Group, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.55%	6/15/2029	17,454	17,298		17,367		0.97
Redwood Services Group, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.55%	6/15/2029	11,754	11,591		11,665		0.65
Ridge Trail US Bidco, Inc.	(6) (8) (13)	First Lien Debt	S +	4.50%	8.80%	9/30/2031	23,856	23,527		23,856		1.33
Ridge Trail US Bidco, Inc.	(6) (8) (13) (16)	First Lien Debt	S +	4.50%	8.80%	9/30/2031	—	(55)		—		—
Ridge Trail US Bidco, Inc.	(6) (8) (13) (16)	First Lien Debt	S +	4.50%	8.80%	3/31/2031	744	708		744		0.04
Syntax Systems, Ltd.	(6) (9) (13)	First Lien Debt	S +	5.00%	9.43%	10/27/2028	37,164	36,966		37,164		2.08
Thrive Buyer, Inc. (Thrive Networks)	(6) (7) (9)	First Lien Debt	S +	4.75%	9.05%	2/2/2032	23,676	23,450		23,617		1.32
Thrive Buyer, Inc. (Thrive Networks)	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	2/2/2032	2,182	2,133		2,162		0.12
Thrive Buyer, Inc. (Thrive Networks)	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	2/2/2032	247	218		239		0.01
UpStack, Inc.	(6) (7) (9)	First Lien Debt	S +	5.00%	9.33%	8/25/2031	9,750	9,661		9,677		0.54
UpStack, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.33%	8/25/2031	750	730		722		0.04
UpStack, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.33%	8/25/2031	338	324		326		0.02
Victors Purchaser, LLC	(6) (10)	First Lien Debt	S +	4.75%	9.05%	8/15/2031	5,069	5,023		5,069		0.28

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Victors Purchaser, LLC	(6) (10) (16)	First Lien Debt	S +	4.75%	9.05%	8/15/2031	262	$	256	$	262	0.01	%
Victors Purchaser, LLC	(6) (10) (16)	First Lien Debt	S +	4.75%	9.05%	8/15/2031	—	(5)		—		—
								302,465		295,988		16.53
Life Sciences Tools & Services
Model N, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.05%	6/27/2031	11,874	11,768		11,874		0.66
Model N, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	6/27/2031	—	(14)		—		—
Model N, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	6/27/2031	—	(15)		—		—
								11,739		11,874		0.66
Machinery
Answer Acquisition, LLC	(6) (8)	First Lien Debt	S +	6.00%	10.45%	12/30/2026	13,325	13,220		13,045		0.73
Answer Acquisition, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	10.45%	12/30/2026	416	408		390		0.02
Chase Intermediate, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.04%	10/30/2028	10,701	10,544		10,689		0.60
Chase Intermediate, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.04%	10/30/2028	59	52		59		—
MHE Intermediate Holdings, LLC	(6) (7) (8)	First Lien Debt	S +	6.50%	10.93%	7/21/2027	11,732	11,631		11,732		0.66
MHE Intermediate Holdings, LLC	(6) (8)	First Lien Debt	S +	6.50%	10.93%	7/21/2027	3,617	3,587		3,617		0.20
MHE Intermediate Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	6.50%	10.93%	7/21/2027	1,000	983		1,000		0.06
								40,425		40,532		2.26
Multi-Utilities
AWP Group Holdings, Inc.	(6) (7) (8)	First Lien Debt	S +	4.75%	9.08%	12/23/2030	7,386	7,183		7,386		0.41
AWP Group Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.08%	12/23/2030	1,541	1,519		1,541		0.09
AWP Group Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.08%	12/23/2030	296	284		296		0.02
Vessco Midco Holdings, LLC	(6) (9)	First Lien Debt	S +	4.75%	9.05%	7/24/2031	11,199	11,099		11,199		0.63
Vessco Midco Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	7/24/2031	1,456	1,435		1,456		0.08
Vessco Midco Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.05%	7/24/2031	—	(11)		—		—
								21,509		21,878		1.22
Pharmaceuticals
Caerus US 1, Inc.	(6) (9) (13)	First Lien Debt	S +	5.00%	9.30%	5/25/2029	10,871	10,726		10,832		0.61
Caerus US 1, Inc.	(6) (9) (13)	First Lien Debt	S +	5.00%	9.30%	5/25/2029	1,591	1,568		1,585		0.09
Caerus US 1, Inc.	(6) (9) (13) (16)	First Lien Debt	S +	5.00%	9.30%	5/25/2029	227	213		223		0.01
Real Chemistry Intermediate III, Inc.	(6) (10)	First Lien Debt	S +	4.50%	8.83%	4/12/2032	8,775	8,732		8,732		0.49
Real Chemistry Intermediate III, Inc.	(6) (10) (16)	First Lien Debt	S +	4.50%	8.83%	4/12/2032	—	(10)		(10)		—
Real Chemistry Intermediate III, Inc.	(6) (10) (16)	First Lien Debt	S +	4.50%	8.83%	4/12/2032	—	(9)		(9)		—
								21,220		21,353		1.19
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(6) (7)	First Lien Debt	S +	6.00%	10.29%	3/10/2027	3,256	3,231		3,256		0.18
Abacus Data Holdings, Inc. (AbacusNext)	(6) (16)	First Lien Debt	S +	6.00%	10.29%	3/10/2027	—	(9)		—		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Accordion Partners, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.55%	11/17/2031	27,323	$	27,068	$	27,214	1.52	%
Accordion Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.55%	11/17/2031	730	710		712		0.04
Accordion Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.55%	11/17/2031	—	(28)		(12)		—
Ascend Partner Services, LLC	(6) (9)	First Lien Debt	S +	4.50%	8.75%	8/11/2031	4,875	4,830		4,875		0.27
Ascend Partner Services, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.75%	8/11/2031	5,997	5,931		5,997		0.33
Ascend Partner Services, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.75%	8/11/2031	—	(15)		—		—
Bridgepointe Technologies, LLC	(6) (8)	First Lien Debt	S +	5.00%	9.30%	12/31/2027	16,969	16,637		16,836		0.94
Bridgepointe Technologies, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.30%	12/31/2027	16,100	15,752		15,969		0.89
Bullhorn, Inc.	(6) (8)	First Lien Debt	S +	5.00%	9.33%	10/1/2029	15,407	15,321		15,407		0.86
Bullhorn, Inc.	(6) (8)	First Lien Debt	S +	5.00%	9.33%	10/1/2029	1,920	1,910		1,920		0.11
Bullhorn, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.33%	10/1/2029	—	(5)		—		—
Carr, Riggs and Ingram Capital, LLC	(6) (10)	First Lien Debt	S +	4.75%	9.05%	11/18/2031	4,302	4,262		4,291		0.24
Carr, Riggs and Ingram Capital, LLC	(6) (10) (16)	First Lien Debt	S +	4.75%	9.05%	11/18/2031	463	450		457		0.03
Carr, Riggs and Ingram Capital, LLC	(6) (10) (16)	First Lien Debt	S +	4.75%	9.05%	11/18/2031	—	(9)		(2)		—
ComPsych Investment Corp.	(6) (9)	First Lien Debt	S +	4.75%	9.02%	7/22/2031	13,072	13,013		13,072		0.73
ComPsych Investment Corp.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.02%	7/22/2031	—	(9)		—		—
GPS Merger Sub, LLC	(6) (8)	First Lien Debt	S +	5.25%	9.58%	10/2/2029	6,752	6,651		6,752		0.38
GPS Merger Sub, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.58%	10/2/2029	—	(9)		—		—
GPS Merger Sub, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.58%	10/2/2029	—	(14)		—		—
IG Investment Holdings, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.28%	9/22/2028	10,734	10,642		10,680		0.60
IG Investment Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.28%	9/22/2028	—	(10)		(6)		—
KENG Acquisition, Inc.	(6) (8)	First Lien Debt	S +	5.00%	9.28%	8/1/2029	3,172	3,113		3,141		0.18
KENG Acquisition, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.28%	8/1/2029	1,508	1,462		1,468		0.08
KENG Acquisition, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.28%	8/1/2029	—	(15)		(9)		—
IQN Holding Corp.	(6) (9)	First Lien Debt	S +	5.75% (incl. 3.13% PIK)	10.08%	5/2/2029	5,582	5,548		5,582		0.31
IQN Holding Corp.	(6) (9) (16)	First Lien Debt	S +	5.75% (incl. 3.13% PIK)	10.08%	5/2/2029	1,818	1,797		1,797		0.10
IQN Holding Corp.	(6) (9) (16)	First Lien Debt	S +	5.75% (incl. 3.13% PIK)	10.08%	5/2/2028	329	327		329		0.02
UHY Advisors, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.08%	11/21/2031	2,202	2,182		2,202		0.12
UHY Advisors, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.08%	11/21/2031	—	(10)		—		—
UHY Advisors, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.08%	11/21/2031	—	(5)		—		—
Verdantas, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.55%	5/6/2031	16,326	16,112		16,286		0.91
Verdantas, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.55%	5/6/2031	845	814		836		0.05
Verdantas, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.55%	5/6/2030	842	821		838		0.05
								158,446		159,888		8.93

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Real Estate Management & Development
Associations, Inc.	(6) (8)	First Lien Debt	S +	6.50%	11.02%	7/3/2028	10,838	$	10,830	$	10,838	0.61	%
Associations, Inc.	(6) (8) (16)	First Lien Debt	S +	6.50%	11.02%	7/3/2028	278	277		278		0.02
Associations, Inc.	(6) (8) (16)	First Lien Debt	S +	6.50%	11.02%	7/3/2028	595	595		595		0.03
Inhabitiq, Inc.	(6) (9)	First Lien Debt	S +	4.50%	8.83%	1/12/2032	17,913	17,828		17,862		1.00
Inhabitiq, Inc.	(6) (9) (16)	First Lien Debt	S +	4.50%	8.83%	1/12/2032	—	(12)		(14)		—
Inhabitiq, Inc.	(6) (9) (16)	First Lien Debt	S +	4.50%	8.83%	1/12/2032	—	(14)		(9)		—
MRI Software, LLC	(6) (7) (8)	First Lien Debt	S +	4.75%	9.05%	2/10/2027	58,428	58,198		58,165		3.25
MRI Software, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.05%	2/10/2027	31	30		31		—
MRI Software, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.05%	2/10/2027	128	122		118		0.01
Pritchard Industries, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.20%	10/13/2027	24,887	24,665		24,428		1.36
Pritchard Industries, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.20%	10/13/2027	5,950	5,895		5,841		0.33
Zarya Intermediate, LLC	(6) (8) (13)	First Lien Debt	S +	6.50%	10.83%	7/1/2027	34,965	34,965		34,965		1.95
Zarya Intermediate, LLC	(6) (8) (13) (16)	First Lien Debt	S +	6.50%	10.83%	7/1/2027	—	—		—		—
								153,379		153,098		8.55
Software
Alert Media, Inc.	(6) (8)	First Lien Debt	S +	6.25% (incl. 5.25% PIK)	10.99%	4/12/2027	22,830	22,678		22,830		1.28
Alert Media, Inc.	(6) (8) (16)	First Lien Debt	S +	6.25% (incl. 5.25% PIK)	10.99%	4/12/2027	—	(31)		—		—
Anaplan, Inc.	(6) (9)	First Lien Debt	S +	4.50%	8.82%	6/21/2029	32,875	32,495		32,875		1.84
Appfire Technologies, LLC	(6) (8)	First Lien Debt	S +	5.00%	9.30%	3/9/2028	20,499	20,445		20,499		1.15
Appfire Technologies, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.30%	3/9/2028	—	(19)		—		—
Appfire Technologies, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.30%	3/9/2028	—	(1)		—		—
Apryse Software Corp.	(6) (7) (10)	First Lien Debt	S +	4.75%	9.05%	6/28/2032	27,704	27,428		27,428		1.53
Apryse Software Corp.	(6) (10) (16)	First Lien Debt	S +	4.75%	9.05%	6/28/2032	—	(23)		(23)		—
Artifact Bidco, Inc.	(6)	First Lien Debt	S +	4.25%	8.55%	7/28/2031	31,700	31,414		31,700		1.77
Artifact Bidco, Inc.	(6) (16)	First Lien Debt	S +	4.25%	8.55%	7/28/2031	—	(34)		—		—
Artifact Bidco, Inc.	(6) (16)	First Lien Debt	S +	4.25%	8.55%	7/26/2030	—	(47)		—		—
AuditBoard, Inc.	(6) (8)	First Lien Debt	S +	4.75%	9.05%	7/14/2031	22,200	22,002		22,200		1.24
AuditBoard, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.05%	7/14/2031	—	(45)		—		—
AuditBoard, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.05%	7/14/2031	—	(36)		—		—
Banyan Software Holdings, LLC	(6) (8)	First Lien Debt	S +	5.50%	9.83%	1/2/2031	12,143	12,030		12,022		0.67
Banyan Software Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	5.50%	9.83%	1/2/2031	3,940	3,880		3,864		0.22
Banyan Software Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	5.50%	9.83%	1/2/2031	191	179		178		0.01
Bottomline Technologies, Inc.	(6) (9)	First Lien Debt	S +	4.50%	8.80%	5/14/2029	3,637	3,590		3,637		0.20
Bottomline Technologies, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.30%	5/15/2028	—	(3)		—		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
CLEO Communications Holding, LLC	(6) (7) (8)	First Lien Debt	S +	5.50%	9.93%	6/9/2027	38,667	$	38,519	$	38,667	2.16	%
CLEO Communications Holding, LLC	(6) (8) (16)	First Lien Debt	S +	5.50%	9.93%	6/9/2027	—	(40)		—		—
Coupa Holdings, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.53%	2/27/2030	2,241	2,200		2,241		0.13
Coupa Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.53%	2/27/2030	—	(9)		—		—
Coupa Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.53%	2/27/2029	—	(13)		—		—
Cyara AcquisitionCo, LLC	(6) (8)	First Lien Debt	S +	6.25% (incl. 2.25% PIK)	10.55%	6/28/2029	5,895	5,795		5,895		0.33
Cyara AcquisitionCo, LLC	(6) (8) (16)	First Lien Debt	S +	6.25% (incl. 2.25% PIK)	10.55%	6/28/2029	—	(6)		—		—
Diligent Corporation	(6) (9)	First Lien Debt	S +	5.00%	9.33%	8/2/2030	28,138	27,957		28,081		1.57
Diligent Corporation	(6) (9) (16)	First Lien Debt	S +	5.00%	9.33%	8/2/2030	—	(25)		(8)		—
Diligent Corporation	(6) (9) (16)	First Lien Debt	S +	5.00%	9.33%	8/2/2030	206	189		200		0.01
E-Discovery AcquireCo, LLC	(6) (8)	First Lien Debt	S +	5.75%	10.08%	8/29/2029	19,505	19,153		19,505		1.09
E-Discovery AcquireCo, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.08%	8/29/2029	795	760		795		0.04
Emburse, Inc.	(6) (7) (9)	First Lien Debt	S +	4.25%	8.55%	5/28/2032	3,684	3,675		3,675		0.21
Emburse, Inc.	(6) (9) (16)	First Lien Debt	S +	4.25%	8.55%	5/28/2032	—	(1)		(1)		—
Emburse, Inc.	(6) (9) (16)	First Lien Debt	S +	4.25%	8.55%	5/28/2032	—	(2)		(2)		—
Espresso Bidco, Inc.	(6) (8)	First Lien Debt	S +	5.25% (incl. 3.13% PIK)	10.05%	3/25/2032	18,008	17,747		17,737		0.99
Espresso Bidco, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25% (incl. 3.13% PIK)	10.05%	3/25/2032	—	(36)		(74)		—
Espresso Bidco, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25% (incl. 3.13% PIK)	10.05%	3/25/2032	—	(32)		(33)		—
Everbridge Holdings, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.29%	7/2/2031	31,970	31,827		31,970		1.79
Everbridge Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.29%	7/2/2031	4,352	4,318		4,352		0.24
Everbridge Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.29%	7/2/2031	—	(19)		—		—
Formstack Acquisition, Co.	(6) (8)	First Lien Debt	S +	5.50%	9.80%	3/28/2030	10,855	10,719		10,556		0.59
Formstack Acquisition, Co.	(6) (8) (16)	First Lien Debt	S +	5.50%	9.80%	3/28/2030	1,075	1,042		955		0.05
Formstack Acquisition, Co.	(6) (8) (16)	First Lien Debt	S +	5.50%	9.80%	3/28/2030	350	324		290		0.02
Fullsteam Operations, LLC	(6) (8)	First Lien Debt	S +	8.25%	12.73%	11/27/2029	10,860	10,598		10,860		0.61
Fullsteam Operations, LLC	(6) (8) (16)	First Lien Debt	S +	8.25%	12.73%	11/27/2029	8,921	8,726		8,921		0.50
Fullsteam Operations, LLC	(6) (8) (16)	First Lien Debt	S +	8.25%	12.73%	11/27/2029	304	290		304		0.02
Granicus, Inc.	(6) (9)	First Lien Debt	S +	5.75% (incl. 2.25% PIK)	10.03%	1/17/2031	12,956	12,852		12,956		0.72
Granicus, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75% (incl. 2.25% PIK)	10.03%	1/17/2031	7,016	6,954		7,016		0.39
Granicus, Inc.	(6) (16)	First Lien Debt	P +	4.25%	11.75%	1/17/2031	252	238		252		0.01
GS AcquisitionCo, Inc.	(6) (7) (8)	First Lien Debt	S +	5.25%	9.55%	5/25/2028	59,732	59,447		59,732		3.34

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)		Cost(5)		Fair Value		Percentage of Net Assets
GS AcquisitionCo, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	9.55%	5/25/2028	25		$	24	$	25	—	%
GS AcquisitionCo, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	9.55%	5/25/2028	183		171		183		0.01
Hootsuite, Inc.	(6) (13)	First Lien Debt	S +	5.50%	9.82%	5/22/2030	22,275		21,989		22,219		1.24
Hootsuite, Inc.	(6) (13) (16)	First Lien Debt	S +	5.50%	9.82%	5/22/2030	—		(31)		(6)		—
Icefall Parent, Inc.	(6) (8)	First Lien Debt	S +	5.75%	10.03%	1/25/2030	5,323		5,236		5,323		0.30
Icefall Parent, Inc.	(6) (8) (16)	First Lien Debt	S +	5.75%	10.03%	1/25/2030	—		(8)		—		—
LegitScript, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.08%	6/24/2029	26,165		25,827		26,165		1.46
LegitScript, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.08%	6/24/2029	692		683		692		0.04
LegitScript, LLC	(6) (9) (16)	First Lien Debt	S +	5.75%	10.08%	6/24/2028	1,333		1,292		1,333		0.07
LogRhythm, Inc.	(6) (8)	First Lien Debt	S +	7.50%	11.83%	7/2/2029	9,091		8,861		8,909		0.50
LogRhythm, Inc.	(6) (8) (16)	First Lien Debt	S +	7.50%	11.84%	7/2/2029	—		(22)		(18)		—
Montana Buyer, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.08%	7/22/2029	8,468		8,415		8,468		0.47
Montana Buyer, Inc.	(6) (16)	First Lien Debt	P +	4.75%	12.25%	7/22/2028	—		(5)		—		—
Nasuni Corporation	(6) (9)	First Lien Debt	S +	5.00%	9.31%	9/10/2030	14,483		14,288		14,483		0.81
Nasuni Corporation	(6) (9) (16)	First Lien Debt	S +	5.00%	9.31%	9/10/2030	—		(39)		—		—
Netwrix Corporation And Concept Searching, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.08%	6/11/2029	6,866		6,823		6,832		0.38
Netwrix Corporation And Concept Searching, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.08%	6/11/2029	—		(2)		(2)		—
Oak Purchaser, Inc.	(6) (9)	First Lien Debt	S +	5.50%	9.72%	4/28/2028	3,336		3,313		3,336		0.19
Oak Purchaser, Inc.	(6) (9)	First Lien Debt	S +	5.50%	9.72%	4/28/2028	1,993		1,982		1,993		0.11
Oak Purchaser, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	9.72%	4/28/2028	74		73		74		—
Onit, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.03%	1/27/2032	15,741		15,590		15,631		0.87
Onit, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.03%	1/27/2032	—		(33)		(49)		—
Onit, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.03%	1/27/2032	—		(22)		(16)		—
Optimizely North America, Inc.	(6) (9) (13)	First Lien Debt	S +	5.00%	9.33%	10/30/2031	8,373		8,296		8,352		0.47
Optimizely North America, Inc.	(6) (9) (13)	First Lien Debt	E +	5.25%	7.23%	10/30/2031	€	3,082	3,317		3,609		0.20
Optimizely North America, Inc.	(6) (9) (13)	First Lien Debt	SA +	5.50%	9.72%	10/30/2031	£	1,027	1,324		1,404		0.08
Optimizely North America, Inc.	(6) (9) (13) (16)	First Lien Debt	S +	5.00%	9.33%	10/30/2031	—		(11)		(3)		—
Pound Bidco, Inc.	(6) (7) (8) (13)	First Lien Debt	S +	6.00%	10.83%	2/1/2027	22,181		22,047		22,092		1.23
Pound Bidco, Inc.	(6) (8) (13) (16)	First Lien Debt	S +	6.00%	10.83%	2/1/2027	930		930		921		0.05
Pound Bidco, Inc.	(6) (7) (13) (16)	First Lien Debt	P +	5.00%	12.50%	2/1/2027	188		181		183		0.01
Project Leopard Holdings, Inc.	(10) (13)	First Lien Debt	S +	5.25%	9.63%	7/20/2029	6,123		5,838		5,534		0.31
Revalize, Inc.	(6) (8)	First Lien Debt	S +	5.75%	10.20%	4/15/2027	19,157		19,118		18,189		1.02
Revalize, Inc.	(6) (8) (16)	First Lien Debt	S +	5.75%	10.20%	4/15/2027	57		56		53		—
Riskonnect Parent, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.21%	12/7/2028	5,651		5,568		5,651		0.32
Riskonnect Parent, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.21%	12/7/2028	4,166		4,091		4,166		0.23
Riskonnect Parent, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.21%	12/7/2028	84		71		84		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Runway Bidco, LLC	(6) (10)	First Lien Debt	S +	5.00%	9.30%	12/17/2031	10,900	$	10,798	$	10,873	0.61	%
Runway Bidco, LLC	(6) (10) (16)	First Lien Debt	S +	5.00%	9.30%	12/17/2031	—	(12)		(7)		—
Runway Bidco, LLC	(6) (10) (16)	First Lien Debt	S +	5.00%	9.30%	12/17/2031	—	(12)		(3)		—
Saturn Borrower, Inc.	(6) (8)	First Lien Debt	S +	6.00%	10.30%	11/10/2028	11,430	11,275		11,318		0.63
Saturn Borrower, Inc.	(6) (8) (16)	First Lien Debt	S +	6.00%	10.30%	11/10/2028	—	(28)		(41)		—
Saturn Borrower, Inc.	(6) (8) (16)	First Lien Debt	S +	6.00%	10.30%	11/10/2028	200	175		182		0.01
Securonix, Inc.	(6) (9)	First Lien Debt	S +	7.75% (incl. 3.75% PIK)	12.04%	4/5/2029	21,410	21,211		18,529		1.03
Securonix, Inc.	(6) (9) (16)	First Lien Debt	S +	7.75% (incl. 3.75% PIK)	12.04%	4/5/2029	85	55		(424)		-0.02
Trunk Acquisition, Inc.	(6) (8)	First Lien Debt	S +	6.00%	10.45%	2/19/2030	9,562	9,518		9,562		0.53
Trunk Acquisition, Inc.	(6) (8) (16)	First Lien Debt	S +	6.00%	10.45%	2/19/2030	641	635		641		0.04
Trunk Acquisition, Inc.	(6) (8) (16)	First Lien Debt	S +	6.00%	10.45%	2/19/2030	—	(2)		—		—
User Zoom Technologies, Inc.	(6) (9)	First Lien Debt	S +	7.00%	11.29%	4/5/2029	38,689	38,197		38,689		2.16
								716,090		717,181		40.06
Wireless Telecommunication Services
CCI Buyer, Inc.	(9)	First Lien Debt	S +	5.00%	9.30%	5/13/2032	2,834	2,807		2,807		0.16
CCI Buyer, Inc.	(9) (16)	First Lien Debt	S +	5.00%	9.30%	5/13/2032	—	(2)		(2)		—
Mobile Communications America, Inc.	(6) (7) (8)	First Lien Debt	S +	5.00%	9.29%	10/16/2029	5,865	5,797		5,865		0.33
Mobile Communications America, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.29%	10/16/2029	1,382	1,361		1,378		0.08
Mobile Communications America, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.29%	10/16/2029	85	75		85		—
								10,038		10,133		0.57
Total Debt Investments - non-controlled/non-affiliated								$	3,772,402	$	3,728,143	208.24	%
Debt Investments - non-controlled/affiliated
Professional Services
KWOR Acquisition, Inc.	(6) (8) (17)	Second Lien Debt	S +	6.25% (incl. 5.25% PIK)	10.58%	2/28/2030	3,103	$	3,103	$	3,103	0.17	%
KWOR Acquisition, Inc.	(6) (8) (17)	Other Debt	S +	8.00% PIK	12.30%	2/28/2030	1,052	1,052		1,052		0.06
KWOR Acquisition, Inc.	(6) (8) (16) (17)	First Lien Debt	S +	6.25% (incl. 5.25% PIK)	10.58%	2/28/2030	17	2		17		—
KWOR Acquisition, Inc.	(6) (8) (16) (17)	First Lien Debt	S +	6.25% (incl. 5.25% PIK)	10.58%	2/28/2030	26	2		26		—
								4,159		4,198		0.23
Total Debt Investments - non-controlled/affiliated								$	4,159	$	4,198	0.23	%
Total Debt Investments								$	3,776,561	$	3,732,341	208.48	%

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Acquisition Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Aerospace & Defense
PCX Holding Corp.	(6) (14) (15)	Common Equity			04/22/2021	6,538	$	654	$	591	0.03	%
Automobile Components
Shelby Co-invest, LP (Spectrum Automotive)	(6) (14) (15)	Common Equity			06/29/2021	8,500	850		1,801		0.10
Commercial Services & Supplies
Firebird Acquisition Corp, Inc.	(6) (14) (15)	Common Equity			02/03/2025	240,000	228		230		0.01
Procure Acquiom Financial, LLC (Procure Analytics)	(6) (14) (15)	Common Equity			12/20/2021	1,000,000	1,000		1,740		0.10
Surewerx Topco, LP	(6) (13) (14) (15)	Common Equity			12/28/2022	512	512		598		0.03
							1,740		2,568		0.14
Containers & Packaging
BP Purchaser, LLC	(6) (14) (15)	Common Equity			12/10/2021	1,383,156	1,379		—		—
BP Purchaser, LLC Rights	(6) (14) (15)	Common Equity			03/12/2024	1,666,989	75		—		—
FORTIS Solutions Group, LLC	(6) (15)	Preferred Equity		12.25%	06/24/2022	1,000,000	1,422		978		0.05
							2,876		978		0.05
Distributors
48Forty Solutions, LLC	(6) (14) (15)	Common Equity			11/01/2024	2,748	—		—		—

Diversified Consumer Services
Eclipse Topco, Inc.	(6) (15)	Preferred Equity		12.50% PIK	09/05/2024	120	1,184		1,193		0.07
LUV Car Wash	(6) (14) (15)	Common Equity			04/06/2022	123	123		78		—
							1,307		1,271		0.07
Electrical Equipment
Sparkstone Electrical Group	(6) (14) (15)	Common Equity			10/15/2024	1,500	150		105		0.01

Food Products
Pet Holdings, Inc. (Brightpet)	(6) (14) (15)	Common Equity			03/22/2021	17,543	2,013		123		0.01
							2,013		123		0.01
Health Care Providers & Services
mPulse Mobile, Inc.	(6) (14) (15)	Common Equity			12/17/2021	165,761	1,220		1,938		0.11
SDB Holdco, LLC	(6) (14) (15)	Common Equity			03/29/2024	5,460,555	—		—		—
Suveto Buyer, LLC	(6) (13) (14) (15)	Common Equity			11/19/2021	19,257	1,926		1,896		0.11
Vardiman Black Holdings, LLC	(6) (15)	Preferred Equity		6.00% PIK	03/29/2024	2,649,446	1,809		46		—
							4,955		3,880		0.22
Insurance Services
Amerilife Holdings, LLC	(6) (14) (15)	Common Equity			09/01/2022	908	25		62		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread		Acquisition Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Frisbee Holdings, LP (Fetch)	(6) (14) (15)	Common Equity			10/31/2022	21,744	$	277	$	532	0.03	%
Integrity Marketing Acquisition, LLC	(6) (15)	Preferred Equity		10.50%	12/21/2021	3,250,000	4,641		4,452		0.25
							4,943		5,046		0.28
IT Services
Help HP SCF Investor, LP (Help/Systems)	(13) (14) (15)	Common Equity			05/12/2021	9,619,564	12,461		15,983		0.89
Recovery Point Systems, Inc.	(6) (14) (15)	Common Equity			03/05/2021	1,000,000	1,000		550		0.03
							13,461		16,533		0.92
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(6) (14) (15)	Common Equity			03/09/2021	29,441	2,944		1,309		0.07
Verdantas, LLC	(6) (14) (15)	Common Equity			05/03/2024	4,780	5		6		—
Verdantas, LLC	(6) (15)	Preferred Equity		10.00%	05/03/2024	473,220	531		634		0.04
							3,480		1,949		0.11
Real Estate Management & Development
Pritchard Industries, LLC	(6) (14) (15)	Common Equity			10/13/2021	1,882,739	1,937		1,676		0.09
Software
Diligent Corporation	(6) (15)	Preferred Equity		10.50%	04/05/2021	5,000	7,417		7,530		0.42
Fullsteam Operations, LLC	(6) (14) (15)	Common Equity			11/27/2023	2,966	100		248		0.01
Knockout Intermediate Holdings I, Inc.	(6) (15)	Preferred Equity		11.75%	06/25/2022	1,758	2,370		2,532		0.14
Revalize, Inc.	(6) (15)	Preferred Equity	S +	10.00%	12/14/2021	2,255	3,425		3,227		0.18
Reveal Data Solutions	(6) (14) (15)	Common Equity			08/29/2023	477,846	621		674		0.04
RSK Holdings, Inc. (Riskonnect)	(6) (15)	Preferred Equity	S +	10.50%	07/07/2022	1,012,200	1,422		1,498		0.08
							15,355		15,709		0.88
Total Equity Investments - non-controlled/non-affiliated							53,721		52,230		2.92
Equity Investments - non-controlled/affiliated
Professional Services
KWOR Intermediate I, Inc.	(6) (14) (15) (17)	Common Equity			02/28/2025	637	244		244		0.01
KWOR Intermediate I, Inc.	(6) (15) (17)	Preferred Equity	S+	8.00% PIK	02/28/2025	680,778	681		681		0.04
							925		925		0.05
Total Equity Investments - non-controlled/affiliated							925		925		0.05
Total Equity Investments							$	54,646	$	53,155	2.97	%
Total Portfolio Investments							$	3,831,207	$	3,785,496	211.44	%
Cash and Cash Equivalents and Short Term Investments
J.P. Morgan US Government Money Market Fund - Institutional Shares				4.18%			27,410		27,410		1.53
Cash							52,216		52,216		2.92

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments (1) (2)	Footnotes	Investment	Reference Rate and Spread	Acquisition Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Total Cash and Cash Equivalents and Short Term Investments						$	79,626	$	79,626	4.45	%
Total Portfolio Investments, Cash and Cash Equivalents and Short Term Investments						$	3,910,833	$	3,865,122	215.89	%


(1)			Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments (including preferred equity investments) are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of June 30, 2025 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 June 30, 2025, the Company is an “affiliated person” of one of its portfolio companies, as indicated below.
(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 CORRA ("C") or EURIBOR ("E") or SOFR ("S") or SONIA ("SA") 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 June 30, 2025. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at June 30, 2025. As of June 30, 2025, the reference rates for our variable rate loans were the C at 2.75%, 1-month E at 1.93%, 1-month S at 4.32%, 3-month S at 4.29%, 6-month S at 4.15%, SA at 4.22% and the P at 7.50%.
(4)			Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD") unless otherwise noted, Euro ("€"), Great British Pound (“GBP”), or Canadian dollar ("CAD").
(5)			The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(6)			These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company's Valuation Designee, under the supervision of the Board of Directors (the "Board of Directors" or the "Board") (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(7)			Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined below). See Note 6 “Debt”.
(8)			Loan includes interest rate floor of 1.00%.
(9)			Loan includes interest rate floor of 0.75%.
(10)			Loan includes interest rate floor of 0.50%.
(11)			The investment includes an exit fee that is receivable upon certain conditions being met. See Note 2 "Significant Accounting Policies".
(12)			Investment was on non-accrual status as of June 30, 2025.
(13)			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 June 30, 2025, non-qualifying assets represented 7.09% of total assets as calculated in accordance with regulatory requirements.



(14)			Non-income producing security.
(15)			Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be “restricted securities”. As of June 30, 2025, the aggregate fair value of these securities is $53,155 or 2.97% of the Company’s net assets. The initial acquisition dates have been included for such securities.

(16) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company’s unfunded commitments as of June 30, 2025:

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)

Investments

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First Lien Debt — non-controlled/non-affiliated

48Forty Solutions, LLC

Revolver

11/30/2029

547

(246)

AWP Group Holdings, Inc.

Delayed Draw Term Loan

08/23/2026

1,284

—

AWP Group Holdings, Inc.

Revolver

12/23/2030

494

—

Abacus Data Holdings, Inc. (AbacusNext)

Revolver

03/10/2027

1,400

—

Accel International Holdings, Inc.

Revolver

04/26/2032

1,874

(9)

Accordion Partners, LLC

Delayed Draw Term Loan

11/15/2026

3,835

(15)

Accordion Partners, LLC

Revolver

11/17/2031

3,043

(12)

Advarra Holdings, Inc.

Delayed Draw Term Loan

09/14/2026

—

Alert Media, Inc.

Revolver

04/12/2027

4,266

—

Amerilife Holdings, LLC

Delayed Draw Term Loan

06/17/2026

409

—

Amerilife Holdings, LLC

Delayed Draw Term Loan

02/28/2027

3,375

—

Amerilife Holdings, LLC

Revolver

08/31/2028

1,948

—

Answer Acquisition, LLC

Revolver

12/30/2026

833

(18)

Any Hour, LLC

Delayed Draw Term Loan

05/23/2026

6,255

(114)

Any Hour, LLC

Revolver

05/23/2030

1,593

(29)

Apex Service Partners, LLC

Revolver

10/24/2029

2,911

—

Apollo Acquisition, Inc.

Delayed Draw Term Loan

06/04/2027

2,191

(10)

Apollo Acquisition, Inc.

Revolver

12/30/2030

2,768

(12)

Appfire Technologies, LLC

Delayed Draw Term Loan

12/31/2025

431

—

Appfire Technologies, LLC

Delayed Draw Term Loan

06/28/2026

4,005

—

Appfire Technologies, LLC

Revolver

03/09/2028

167

—

Applitools, Inc.

Revolver

05/25/2028

433

(4)

Apryse Software Corp.

Revolver

06/26/2032

2,296

(23)

Aptean, Inc.

Delayed Draw Term Loan

02/14/2027

4,087

—

Aptean, Inc.

Revolver

01/30/2031

1,581

—

Arcoro Holdings Corp.

Revolver

03/28/2030

1,957

(66)

Artifact Bidco, Inc.

Delayed Draw Term Loan

05/22/2027

7,759

—

Artifact Bidco, Inc.

Revolver

07/26/2030

5,542

—

Ascend Partner Services, LLC

Delayed Draw Term Loan

08/09/2026

2,421

—

Ascend Partner Services, LLC

Revolver

08/11/2031

1,684

—

Assembly Intermediate, LLC

Revolver

10/19/2027

2,074

—

Associations, Inc.

Delayed Draw Term Loan

07/03/2028

567

—

Associations, Inc.

Revolver

07/03/2028

—

Atlas US Finco, Inc.

Revolver

12/11/2029

632

(6)

AuditBoard, Inc.

Delayed Draw Term Loan

07/12/2026

10,571

—

AuditBoard, Inc.

Revolver

07/14/2031

4,229

—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)

Investments

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Banyan Software Holdings, LLC

Delayed Draw Term Loan

01/02/2027

2,574

(26)

Banyan Software Holdings, LLC

Delayed Draw Term Loan

04/15/2027

2,261

(11)

Banyan Software Holdings, LLC

Revolver

01/02/2031

1,113

(11)

Bottomline Technologies, Inc.

Revolver

05/15/2028

267

—

Bradyplus Holdings, LLC

Delayed Draw Term Loan

10/31/2025

157

—

Bridgepointe Technologies, LLC

Delayed Draw Term Loan

06/03/2026

700

(6)

Bullhorn, Inc.

Delayed Draw Term Loan

05/11/2026

386

—

Bullhorn, Inc.

Revolver

10/01/2029

717

—

CCI Buyer, Inc.

Revolver

05/13/2032

165

(2)

CLEO Communications Holding, LLC

Revolver

06/09/2027

12,502

—

COP Collisionright Parent, LLC

Delayed Draw Term Loan

01/29/2026

601

(3)

COP Collisionright Parent, LLC

Delayed Draw Term Loan

04/04/2027

10,568

(50)

COP Collisionright Parent, LLC

Revolver

01/29/2030

1,414

(7)

CRCI Longhorn Holdings, Inc.

Delayed Draw Term Loan

08/27/2026

2,471

—

CRCI Longhorn Holdings, Inc.

Revolver

08/27/2031

1,647

—

Caerus US 1, Inc.

Revolver

05/25/2029

944

(3)

Carr, Riggs and Ingram Capital, LLC

Delayed Draw Term Loan

11/18/2026

1,724

(4)

Carr, Riggs and Ingram Capital, LLC

Revolver

11/18/2031

1,000

(2)

Catalis Intermediate, Inc.

Revolver

08/04/2027

2,778

(38)

Cerity Partners, LLC

Delayed Draw Term Loan

06/07/2026

590

—

Cerity Partners, LLC

Delayed Draw Term Loan

01/21/2027

3,480

—

Cerity Partners, LLC

Revolver

07/28/2028

118

—

Chase Intermediate, LLC

Delayed Draw Term Loan

04/10/2027

2,256

(11)

Chase Intermediate, LLC

Revolver

10/30/2028

471

—

Cliffwater, LLC

Revolver

04/22/2032

823

(8)

ComPsych Investment Corp.

Delayed Draw Term Loan

07/23/2027

4,000

—

Consor Intermediate II, LLC

Delayed Draw Term Loan

05/10/2026

3,680

(4)

Consor Intermediate II, LLC

Revolver

05/12/2031

244

—

Coupa Holdings, LLC

Delayed Draw Term Loan

06/03/2027

1,085

—

Coupa Holdings, LLC

Revolver

02/27/2029

831

—

Cyara AcquisitionCo, LLC

Revolver

06/28/2029

313

—

DA Blocker Corp.

Delayed Draw Term Loan

02/10/2027

2,204

(6)

DA Blocker Corp.

Revolver

02/10/2032

514

(1)

Diligent Corporation

Delayed Draw Term Loan

04/30/2026

4,118

(8)

Diligent Corporation

Revolver

08/02/2030

2,539

(5)

Drivecentric Holdings, LLC

Revolver

08/15/2031

3,529

—

Dwyer Instruments, Inc.

Delayed Draw Term Loan

11/20/2026

505

(3)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)

Investments

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Dwyer Instruments, Inc.

Revolver

07/20/2029

1,396

(7)

E-Discovery AcquireCo, LLC

Revolver

08/29/2029

1,589

—

EVDR Purchaser, Inc.

Delayed Draw Term Loan

08/14/2025

5,881

—

EVDR Purchaser, Inc.

Revolver

02/14/2031

3,528

—

Eclipse Buyer, Inc.

Delayed Draw Term Loan

09/06/2026

719

—

Eclipse Buyer, Inc.

Revolver

09/08/2031

365

—

Emburse, Inc.

Delayed Draw Term Loan

05/28/2027

658

(1)

Emburse, Inc.

Revolver

05/28/2032

658

(2)

Energy Labs Holdings Corp.

Delayed Draw Term Loan

05/24/2026

477

(8)

Energy Labs Holdings Corp.

Revolver

04/07/2028

200

(3)

Espresso Bidco, Inc.

Delayed Draw Term Loan

03/25/2027

4,945

(74)

Espresso Bidco, Inc.

Revolver

03/25/2032

2,198

(33)

Essential Services Holding Corporation

Delayed Draw Term Loan

06/17/2026

4,773

—

Essential Services Holding Corporation

Revolver

06/17/2030

2,625

—

Everbridge Holdings, LLC

Delayed Draw Term Loan

07/02/2026

6,783

—

Everbridge Holdings, LLC

Revolver

07/02/2031

4,463

—

Excelitas Technologies Corp.

Delayed Draw Term Loan

05/01/2026

2,000

(20)

Excelitas Technologies Corp.

Revolver

08/14/2028

131

(1)

Express Wash Acquisition Company, LLC

Revolver

04/10/2031

111

(1)

FLS Holding, Inc.

Revolver

12/17/2027

360

(41)

FMG Suite Holdings, LLC

Revolver

10/30/2026

2,319

—

FORTIS Solutions Group, LLC

Revolver

10/15/2027

2,024

—

Firebird Acquisition Corp, Inc.

Delayed Draw Term Loan

01/31/2027

3,137

(31)

Firebird Acquisition Corp, Inc.

Revolver

02/02/2032

1,000

(10)

Formstack Acquisition, Co.

Delayed Draw Term Loan

03/30/2026

3,272

(90)

Formstack Acquisition, Co.

Revolver

03/28/2030

1,838

(51)

Foundation Risk Partners Corp.

Delayed Draw Term Loan

02/26/2027

100

—

Foundation Risk Partners Corp.

Revolver

10/29/2029

6,709

—

Fullsteam Operations, LLC

Delayed Draw Term Loan

08/25/2025

1,720

—

Fullsteam Operations, LLC

Delayed Draw Term Loan

05/01/2026

2,250

—

Fullsteam Operations, LLC

Delayed Draw Term Loan

06/30/2026

170

—

Fullsteam Operations, LLC

Revolver

11/27/2029

304

—

GC Waves Holdings, Inc.

Delayed Draw Term Loan

10/04/2026

1,708

—

GC Waves Holdings, Inc.

Revolver

10/04/2030

331

—

GI DI Cornfield Acquisition, LLC

Delayed Draw Term Loan

05/31/2026

15,667

(110)

GPS Merger Sub, LLC

Delayed Draw Term Loan

10/02/2026

1,274

—

GPS Merger Sub, LLC

Revolver

10/02/2029

1,019

—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)

Investments

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

GS AcquisitionCo, Inc.

Delayed Draw Term Loan

03/26/2026

—

GS AcquisitionCo, Inc.

Revolver

05/25/2028

2,287

—

Galway Borrower, LLC

Delayed Draw Term Loan

02/06/2026

1,072

—

Galway Borrower, LLC

Revolver

09/29/2028

1,520

—

Gateway US Holdings, Inc.

Revolver

09/22/2028

—

Granicus, Inc.

Delayed Draw Term Loan

01/17/2026

1,955

—

Granicus, Inc.

Revolver

01/17/2031

1,548

—

GraphPad Software, LLC

Delayed Draw Term Loan

06/28/2026

7,184

—

GraphPad Software, LLC

Revolver

06/30/2031

2,993

—

HSI Halo Acquisition, Inc.

Delayed Draw Term Loan

06/28/2026

2,685

—

HSI Halo Acquisition, Inc.

Revolver

06/28/2030

2,165

—

Heartland Veterinary Partners, LLC

Revolver

12/10/2026

375

—

Helios Service Partners, LLC

Delayed Draw Term Loan

07/24/2025

3,121

(16)

Helios Service Partners, LLC

Revolver

03/19/2027

1,135

(6)

Higginbotham Insurance Agency, Inc.

Delayed Draw Term Loan

03/27/2026

3,893

—

High Street Buyer, Inc.

Delayed Draw Term Loan

03/11/2026

2,853

—

High Street Buyer, Inc.

Revolver

04/16/2027

2,136

—

Hootsuite, Inc.

Revolver

05/22/2030

2,500

(6)

Hyland Software, Inc.

Revolver

09/19/2029

1,879

—

IG Investment Holdings, LLC

Revolver

09/22/2028

1,211

(6)

Icefall Parent, Inc.

Revolver

01/25/2030

507

—

Imagine 360, LLC

Delayed Draw Term Loan

09/20/2026

1,718

(4)

Imagine 360, LLC

Revolver

10/02/2028

1,064

(3)

Inhabitiq, Inc.

Delayed Draw Term Loan

01/11/2027

4,976

(14)

Inhabitiq, Inc.

Revolver

01/12/2032

3,110

(9)

Inszone Mid, LLC

Delayed Draw Term Loan

11/10/2025

—

Inszone Mid, LLC

Delayed Draw Term Loan

07/24/2026

9,160

—

Inszone Mid, LLC

Revolver

11/30/2029

1,569

—

Integrity Marketing Acquisition, LLC

Revolver

08/25/2028

434

—

Invictus Buyer, LLC

Delayed Draw Term Loan

06/03/2026

1,688

—

Invictus Buyer, LLC

Revolver

06/03/2031

625

—

Iris Buyer, LLC

Revolver

10/02/2029

701

(2)

KENG Acquisition, Inc.

Delayed Draw Term Loan

07/17/2026

917

(9)

KENG Acquisition, Inc.

Delayed Draw Term Loan

07/17/2026

1,465

(15)

KENG Acquisition, Inc.

Revolver

08/01/2029

878

(9)

LJ Avalon Holdings, LLC

Delayed Draw Term Loan

10/01/2025

723

—

LJ Avalon Holdings, LLC

Revolver

02/01/2029

675

—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)

Investments

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

LeadVenture, Inc.

Delayed Draw Term Loan

06/23/2027

1,127

(11)

LeadVenture, Inc.

Revolver

06/23/2032

841

(13)

LegitScript, LLC

Revolver

06/24/2028

2,833

—

Lightspeed Buyer, Inc.

Revolver

02/03/2027

146

—

LogRhythm, Inc.

Revolver

07/02/2029

909

(18)

MAI Capital Management Intermediate, LLC

Delayed Draw Term Loan

08/29/2026

1,653

—

MAI Capital Management Intermediate, LLC

Delayed Draw Term Loan

06/11/2027

2,215

(11)

MAI Capital Management Intermediate, LLC

Revolver

08/29/2031

954

—

MHE Intermediate Holdings, LLC

Revolver

07/21/2027

1,500

—

MRI Software, LLC

Delayed Draw Term Loan

09/04/2026

—

MRI Software, LLC

Revolver

02/10/2027

2,174

(10)

Magneto Components Buyco, LLC

Revolver

12/05/2029

2,529

(16)

Majesco, Inc.

Revolver

09/21/2027

1,575

—

Mantech International CP

Delayed Draw Term Loan

12/14/2025

197

—

Mantech International CP

Revolver

09/14/2028

507

—

Mobile Communications America, Inc.

Delayed Draw Term Loan

06/23/2027

782

(4)

Mobile Communications America, Inc.

Revolver

10/16/2029

876

—

Model N, Inc.

Delayed Draw Term Loan

06/26/2026

3,265

—

Model N, Inc.

Revolver

06/27/2031

1,741

—

Montana Buyer, Inc.

Revolver

07/22/2028

981

—

NDT Global Holding, Inc.

Delayed Draw Term Loan

06/04/2027

1,467

(7)

NDT Global Holding, Inc.

Revolver

06/04/2032

733

(7)

NSI Holdings, Inc.

Delayed Draw Term Loan

11/15/2026

1,316

(10)

NSI Holdings, Inc.

Revolver

11/17/2031

1,210

(9)

Nasuni Corporation

Revolver

09/10/2030

3,017

—

Netwrix Corporation And Concept Searching, Inc.

Revolver

06/11/2029

431

(2)

Oak Purchaser, Inc.

Revolver

04/28/2028

298

—

Onit, Inc.

Delayed Draw Term Loan

01/27/2027

6,944

(49)

Onit, Inc.

Revolver

01/27/2032

2,315

(16)

Optimizely North America, Inc.

Revolver

10/30/2031

1,236

(3)

PDI TA Holdings, Inc.

Revolver

02/03/2031

1,368

(1)

PMA Parent Holdings, LLC

Revolver

01/31/2031

214

(2)

PT Intermediate Holdings III, LLC

Delayed Draw Term Loan

04/08/2026

2,937

—

Pareto Health Intermediate Holdings, Inc.

Delayed Draw Term Loan

06/20/2026

5,602

—

Pareto Health Intermediate Holdings, Inc.

Revolver

06/01/2029

792

—

Patriot Growth Insurance Services, LLC

Revolver

10/16/2028

4,485

—

Pound Bidco, Inc.

Delayed Draw Term Loan

04/24/2027

1,288

(5)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)

Investments

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Pound Bidco, Inc.

Revolver

02/01/2027

975

(4)

Procure Acquireco, Inc. (Procure Analytics)

Delayed Draw Term Loan

10/31/2026

579

—

Procure Acquireco, Inc. (Procure Analytics)

Revolver

12/20/2028

238

—

Project Accelerate Parent, LLC

Revolver

02/24/2031

1,250

—

Project Boost Purchaser, LLC

Delayed Draw Term Loan

08/19/2025

582

(3)

Project Boost Purchaser, LLC

Revolver

05/02/2028

120

—

Project Potter Buyer, LLC

Revolver

04/23/2026

1,173

—

Promptcare Infusion Buyer, Inc.

Delayed Draw Term Loan

10/19/2025

1,389

(42)

Pye-Barker Fire & Safety, LLC

Delayed Draw Term Loan

05/24/2026

5,880

—

Pye-Barker Fire & Safety, LLC

Revolver

05/24/2030

3,189

—

RFS Opco, LLC

Revolver

04/04/2029

323

—

Railpros Parent, LLC

Delayed Draw Term Loan

05/24/2027

4,000

(20)

Railpros Parent, LLC

Revolver

05/24/2032

2,000

(20)

Randy's Holdings, Inc.

Delayed Draw Term Loan

11/01/2025

861

—

Randy's Holdings, Inc.

Revolver

11/01/2029

346

—

Raptor Merger Sub Debt, LLC

Revolver

04/01/2029

1,709

(10)

Real Chemistry Intermediate III, Inc.

Delayed Draw Term Loan

10/11/2027

3,900

(9)

Real Chemistry Intermediate III, Inc.

Revolver

04/12/2032

1,950

(9)

Recovery Point Systems, Inc.

Revolver

08/12/2026

4,000

—

Redwood Services Group, LLC

Delayed Draw Term Loan

02/05/2026

142

(1)

Redwood Services Group, LLC

Delayed Draw Term Loan

01/03/2027

5,739

(29)

Revalize, Inc.

Revolver

04/15/2027

(1)

Ridge Trail US Bidco, Inc.

Delayed Draw Term Loan

03/30/2027

8,268

—

Ridge Trail US Bidco, Inc.

Revolver

03/31/2031

2,012

—

Riskonnect Parent, LLC

Delayed Draw Term Loan

03/01/2026

1,264

—

Riskonnect Parent, LLC

Revolver

12/07/2028

832

—

RoadOne IntermodaLogistics

Revolver

12/29/2028

(1)

Routeware, Inc.

Delayed Draw Term Loan

09/18/2026

1,386

(7)

Routeware, Inc.

Revolver

09/18/2031

273

(1)

Runway Bidco, LLC

Delayed Draw Term Loan

12/17/2026

2,715

(7)

Runway Bidco, LLC

Revolver

12/17/2031

1,357

(3)

SV Newco 2, Inc.

Delayed Draw Term Loan

05/31/2026

8,691

—

SV Newco 2, Inc.

Revolver

06/02/2031

8,591

—

Saturn Borrower, Inc.

Delayed Draw Term Loan

01/24/2027

4,167

(41)

Saturn Borrower, Inc.

Revolver

11/10/2028

1,675

(16)

Securonix, Inc.

Revolver

04/05/2029

3,697

(497)

Sherlock Buyer Corp.

Revolver

12/08/2027

1,286

(21)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)

Investments

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Smarsh, Inc.

Delayed Draw Term Loan

01/31/2027

1,072

—

Smarsh, Inc.

Revolver

02/16/2029

461

—

Spark Buyer, LLC

Delayed Draw Term Loan

10/15/2026

875

(22)

Spark Buyer, LLC

Revolver

10/15/2031

394

(10)

Spectrio, LLC

Revolver

12/09/2026

296

(39)

Spectrum Automotive Holdings Corp.

Delayed Draw Term Loan

03/24/2026

653

—

Spectrum Automotive Holdings Corp.

Delayed Draw Term Loan

04/28/2027

248

(1)

Spectrum Automotive Holdings Corp.

Revolver

06/29/2027

881

—

Stepping Stones Healthcare Services, LLC

Delayed Draw Term Loan

04/25/2026

906

(1)

Stepping Stones Healthcare Services, LLC

Revolver

12/30/2026

625

(1)

Superman Holdings, LLC

Delayed Draw Term Loan

08/28/2026

2,359

—

Superman Holdings, LLC

Revolver

08/29/2031

2,901

—

Surewerx Purchaser III, Inc.

Delayed Draw Term Loan

12/28/2025

601

(3)

Surewerx Purchaser III, Inc.

Revolver

12/28/2028

689

(3)

Suveto Buyer, LLC

Delayed Draw Term Loan

11/15/2026

226

(1)

Suveto Buyer, LLC

Revolver

09/09/2027

1,296

(4)

Sweep Purchaser, LLC

Revolver

06/30/2027

1,125

—

Tamarack Intermediate, LLC

Revolver

03/12/2029

786

—

Tank Holding Corp.

Revolver

03/31/2028

800

(42)

Thrive Buyer, Inc. (Thrive Networks)

Delayed Draw Term Loan

01/31/2027

6,053

(15)

Thrive Buyer, Inc. (Thrive Networks)

Revolver

02/02/2032

2,841

(7)

Tidi Legacy Products, Inc.

Delayed Draw Term Loan

12/21/2026

494

—

Tidi Legacy Products, Inc.

Revolver

12/19/2029

356

—

Transit Technologies, LLC

Delayed Draw Term Loan

08/20/2026

1,949

—

Transit Technologies, LLC

Revolver

08/20/2030

1,704

—

Trintech, Inc.

Revolver

07/25/2029

2,092

(10)

Triple Lift, Inc.

Revolver

05/05/2028

4,000

(178)

Trunk Acquisition, Inc.

Delayed Draw Term Loan

12/20/2026

112

—

Trunk Acquisition, Inc.

Revolver

02/19/2030

857

—

Two Six Labs, LLC

Delayed Draw Term Loan

10/09/2025

2,200

—

Two Six Labs, LLC

Revolver

08/20/2027

1,110

—

UHY Advisors, Inc.

Delayed Draw Term Loan

11/22/2026

2,208

—

UHY Advisors, Inc.

Revolver

11/21/2031

584

—

United Flow Technologies Intermediate Holdco II, LLC

Delayed Draw Term Loan

06/21/2026

—

United Flow Technologies Intermediate Holdco II, LLC

Revolver

06/21/2030

990

—

UpStack, Inc.

Delayed Draw Term Loan

08/23/2026

3,000

(23)

UpStack, Inc.

Revolver

08/25/2031

1,162

(9)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


Investments	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
V Global Holdings, LLC	Revolver	12/22/2027	$	138	$	(9)
VRC Companies, LLC	Revolver	06/29/2027	1,653		—
Vamos Bidco, Inc.	Delayed Draw Term Loan	01/30/2027	2,250		(6)
Vamos Bidco, Inc.	Revolver	01/30/2032	675		(2)
Vardiman Black Holdings, LLC	Delayed Draw Term Loan	03/29/2026	25		(2)
Vehlo Purchaser, LLC	Delayed Draw Term Loan	10/05/2025	781		—
Vehlo Purchaser, LLC	Delayed Draw Term Loan	12/18/2026	500		(3)
Vehlo Purchaser, LLC	Revolver	05/24/2028	143		—
Vensure Employer Services, Inc.	Delayed Draw Term Loan	09/27/2026	912		—
Verdantas, LLC	Delayed Draw Term Loan	11/08/2026	2,345		(6)
Verdantas, LLC	Revolver	05/06/2030	912		(2)
Vertex Service Partners, LLC	Delayed Draw Term Loan	10/01/2026	603		—
Vertex Service Partners, LLC	Revolver	11/08/2030	91		—
Vessco Midco Holdings, LLC	Delayed Draw Term Loan	07/24/2026	2,277		—
Vessco Midco Holdings, LLC	Revolver	07/24/2031	1,244		—
Victors Purchaser, LLC	Delayed Draw Term Loan	08/15/2026	949		—
Victors Purchaser, LLC	Revolver	08/15/2031	693		—
World Insurance Associates, LLC	Revolver	04/03/2030	1,269		—
YI, LLC	Revolver	12/03/2029	883		(4)
Zarya Intermediate, LLC	Revolver	07/01/2027	3,649		—
iCIMS, Inc.	Revolver	08/18/2028	39		—
mPulse Mobile, Inc.	Revolver	12/17/2027	1,534		(12)
Total First Lien Debt Unfunded Commitments – non-controlled/non-affiliated			$	547,940	$	(2,706)
First Lien Debt — non-controlled/affiliated
KWOR Acquisition, Inc.	Delayed Draw Term Loan	02/28/2027	690		—
KWOR Acquisition, Inc.	Revolver	02/28/2030	506		—
Total First Lien Debt Unfunded Commitments – non-controlled/affiliated			$	1,196	$	—
Total Unfunded Commitments			$	549,136	$	(2,706)

(17) As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns, either directly or indirectly, 5% or more of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the six months ended June 30, 2025 were as follows:

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (Unaudited) (continued)

June 30, 2025

(In thousands, except share amounts)


	Fair Value as of December 31, 2024		Gross Additions (2)		Gross Reductions (3)		Net Change in Unrealized Gains (Losses)		Net Realized Gain (Loss)		Fair Value as of June 30, 2025		Interest, Dividend and Other Income
KWOR Acquisition, Inc.(1)	$	—	$	5,083	$	—	$	40	$	—	$	5,123	$	156
Total	$	—	$	5,083	$	—	$	40	$	—	$	5,123	$	156

(1) Inclusive of positions titled KWOR Intermediate I, Inc.

(2) Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, payment-in-kind, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

(3) Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

Additional Information

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

Counterparty

Hedged Instrument

Company Receives

Company Pays

Maturity Date

Notional Amount

Fair Value

Upfront Payments/Receipts

Change in Unrealized Appreciation/(Depreciation)

BNP Paribas

2029 Notes

6.41%

S + 2.37%

05/17/2029

350,000

7,363

—

6,918

BNP Paribas

2030 Notes

6.25%

S + 2.54%

05/19/2030

350,000

4,549

—

4,549


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

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Debt Investments
Aerospace & Defense
Jonathan Acquisition Company	(6) (8)	First Lien Debt	S +	5.00%	9.43%	12/22/2026	3,389	$	3,346	$	3,389	0.18	%
Mantech International CP	(6) (9)	First Lien Debt	S +	5.00%	9.59%	9/14/2029	4,194	4,190		4,194		0.23
Mantech International CP	(6) (9) (16)	First Lien Debt	S +	5.00%	9.59%	9/14/2029	—	(1)		—		—
Mantech International CP	(6) (9) (16)	First Lien Debt	S +	5.00%	9.59%	9/14/2028	—	(1)		—		—
PCX Holding Corp.	(6) (7) (8)	First Lien Debt	S +	6.25%	10.73%	4/22/2027	17,862	17,781		16,647		0.90
PCX Holding Corp.	(6) (8)	First Lien Debt	S +	6.25%	10.73%	4/22/2027	17,986	17,816		16,763		0.91
PCX Holding Corp.	(6) (8)	First Lien Debt	S +	6.25%	10.73%	4/22/2027	1,851	1,844		1,725		0.09
Two Six Labs, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.90%	8/20/2027	34,367	33,937		34,314		1.86
Two Six Labs, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.90%	8/20/2027	4,210	4,150		4,192		0.23
Two Six Labs, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.90%	8/20/2027	—	(19)		(6)		—
								83,043		81,218		4.41
Air Freight & Logistics
AGI-CFI Holdings, Inc.	(6) (9)	First Lien Debt	S +	5.75%	10.23%	6/11/2027	14,118	13,960		14,118		0.77
RoadOne IntermodaLogistics	(6) (8)	First Lien Debt	S +	6.25%	10.84%	12/29/2028	1,639	1,602		1,602		0.09
RoadOne IntermodaLogistics	(6) (8)	First Lien Debt	S +	6.25%	10.84%	12/29/2028	150	147		147		0.01
RoadOne IntermodaLogistics	(6) (8) (16)	First Lien Debt	S +	6.25%	10.84%	12/29/2028	75	68		68		—
								15,777		15,935		0.87
Automobile Components
Continental Battery Company	(6) (8)	First Lien Debt	S +	7.00% (incl. 4.08% PIK)	11.48%	1/20/2027	6,473	6,415		4,571		0.25
PAI Holdco, Inc.	(6) (8)	Second Lien Debt	S +	7.50% (incl. 2.00% PIK)	12.24%	10/28/2028	27,110	26,683		23,862		1.30
Randy's Holdings, Inc.	(6) (8)	First Lien Debt	S +	5.00%	9.45%	11/1/2029	6,608	6,467		6,608		0.36
Randy's Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.45%	11/1/2029	664	634		664		0.04
Randy's Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.45%	11/1/2029	305	288		305		0.02
Sonny's Enterprises, LLC	(6) (7) (8)	First Lien Debt	S +	5.50%	10.17%	8/5/2028	45,548	45,098		44,086		2.39
Sonny's Enterprises, LLC	(6) (8) (16)	First Lien Debt	S +	5.50%	10.17%	8/5/2028	113	103		68		—
Spectrum Automotive Holdings Corp.	(6) (7) (9)	First Lien Debt	S +	5.25%	9.58%	6/29/2028	23,170	22,970		23,040		1.25
Spectrum Automotive Holdings Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	6/29/2028	7,449	7,322		7,360		0.40
Spectrum Automotive Holdings Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	6/29/2027	—	(5)		(5)		—
								115,975		110,559		6.00
Automobiles
ARI Network Services, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.36%	8/28/2026	20,614	20,459		20,533		1.11
ARI Network Services, Inc.	(6) (7) (9)	First Lien Debt	S +	5.00%	9.36%	8/28/2026	3,557	3,530		3,544		0.19
ARI Network Services, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.36%	8/28/2026	1,380	1,376		1,369		0.07

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
COP Collisionright Parent, LLC	(6) (7) (8)	First Lien Debt	S +	5.50%	10.09%	1/29/2030	6,364	$	6,252	$	6,289	0.34	%
COP Collisionright Parent, LLC	(6) (8) (16)	First Lien Debt	S +	5.50%	10.09%	1/29/2030	1,864	1,815		1,821		0.10
COP Collisionright Parent, LLC	(6) (8) (16)	First Lien Debt	S +	5.50%	10.09%	1/29/2030	154	137		142		0.01
Drivecentric Holdings, LLC	(6) (9)	First Lien Debt	S +	4.75%	9.27%	8/15/2031	26,470	26,216		26,449		1.44
Drivecentric Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.27%	8/15/2031	—	(33)		(3)		—
LeadVenture, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.36%	8/28/2026	367	360		363		0.02
Turbo Buyer, Inc.	(6) (8)	First Lien Debt	S +	6.00%	10.48%	12/2/2025	37,170	36,996		35,899		1.95
Turbo Buyer, Inc.	(6) (8)	First Lien Debt	S +	6.00%	10.48%	12/2/2025	37,353	37,140		36,076		1.96
Vehlo Purchaser, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.61%	5/24/2028	2,936	2,911		2,917		0.16
Vehlo Purchaser, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.61%	5/24/2028	713	633		617		0.03
Vehlo Purchaser, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.61%	5/24/2028	—	(1)		(1)		—
								137,791		136,015		7.38
Biotechnology
GraphPad Software, LLC	(6) (9)	First Lien Debt	S +	4.75%	9.08%	6/30/2031	26,824	26,698		26,824		1.46
GraphPad Software, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.08%	6/30/2031	796	759		796		0.04
GraphPad Software, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.08%	6/30/2031	—	(14)		—		—
								27,443		27,620		1.50
Building Products
Project Potter Buyer, LLC	(6) (8)	First Lien Debt	S +	6.00%	10.33%	4/23/2027	13,617	13,617		13,617		0.74
Project Potter Buyer, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	10.33%	4/23/2026	—	—		—		—
								13,617		13,617		0.74
Chemicals
Tank Holding Corp.	(7) (9)	First Lien Debt	S +	5.75%	10.27%	3/31/2028	13,845	13,676		13,571		0.74
Tank Holding Corp.	(6) (7) (9)	First Lien Debt	S +	5.75%	10.27%	3/31/2028	1,709	1,671		1,701		0.09
Tank Holding Corp.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.27%	3/31/2028	414	403		412		0.02
Tank Holding Corp.	(9) (16)	First Lien Debt	S +	5.75%	10.27%	3/31/2028	—	(9)		(16)		—
V Global Holdings, LLC	(6) (7) (9)	First Lien Debt	S +	5.75%	10.42%	12/22/2027	4,805	4,747		4,567		0.25
V Global Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.75%	10.42%	12/22/2025	393	389		359		0.02
								20,877		20,594		1.12
Commercial Services & Supplies
365 Retail Markets, LLC	(6) (8)	First Lien Debt	S +	4.50%	9.24%	12/26/2028	16,929	16,773		16,929		0.92
365 Retail Markets, LLC	(6) (8)	First Lien Debt	S +	4.50%	9.24%	12/26/2028	5,432	5,394		5,432		0.29
Atlas Us Finco, Inc.	(6) (8) (12)	First Lien Debt	S +	5.00%	9.63%	12/9/2029	8,970	8,802		8,970		0.49
Atlas Us Finco, Inc.	(6) (8) (12) (16)	First Lien Debt	S +	5.00%	9.63%	12/9/2028	—	(4)		—		—
BPG Holdings IV Corp.	(6) (9)	First Lien Debt	S +	6.00%	10.33%	7/29/2029	11,529	10,952		9,927		0.54
Consor Intermediate II, LLC	(6) (9)	First Lien Debt	S +	4.50%	8.83%	5/12/2031	5,022	4,975		4,994		0.27

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)		Cost(5)		Fair Value		Percentage of Net Assets
Consor Intermediate II, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.83%	5/12/2031	—		$	(21)	$	(26)	—	%
Consor Intermediate II, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.83%	5/12/2031	—		(11)		(7)		—
CRCI Longhorn Holdings, Inc.	(6) (7) (9)	First Lien Debt	S +	5.00%	9.36%	8/27/2031	9,882		9,787		9,882		0.54
CRCI Longhorn Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.36%	8/27/2031	—		(12)		—		—
CRCI Longhorn Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.36%	8/27/2031	741		726		741		0.04
Encore Holdings, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.58%	11/23/2028	1,812		1,792		1,805		0.10
Encore Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	11/23/2028	12,409		12,226		12,285		0.67
Encore Holdings, LLC	(6) (16)	First Lien Debt	P +	4.00%	11.50%	11/23/2027	—		(5)		(2)		—
Energy Labs Holdings Corp.	(6) (8)	First Lien Debt	S +	5.00%	9.46%	4/7/2028	467		462		461		0.03
Energy Labs Holdings Corp.	(6) (8)	First Lien Debt	S +	5.00%	9.46%	4/7/2028	195		189		189		0.01
Energy Labs Holdings Corp.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.46%	4/7/2028	—		(2)		(3)		—
FLS Holding, Inc.	(6) (8) (12)	First Lien Debt	S +	5.25%	9.71%	12/15/2028	18,833		18,591		16,825		0.91
FLS Holding, Inc.	(6) (8) (12)	First Lien Debt	S +	5.25%	9.71%	12/15/2028	4,416		4,357		3,945		0.21
FLS Holding, Inc.	(6) (8) (12) (16)	First Lien Debt	S +	5.25%	9.71%	12/17/2027	901		883		709		0.04
Ground Penetrating Radar Systems, LLC	(6) (7) (8)	First Lien Debt	S +	5.25%	9.77%	4/2/2031	20,460		20,183		20,460		1.11
Ground Penetrating Radar Systems, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.77%	4/2/2031	—		(52)		—		—
Ground Penetrating Radar Systems, LLC	(6) (16)	First Lien Debt	P +	4.25%	11.75%	4/2/2031	326		291		326		0.02
Helios Service Partners, LLC	(6) (8)	First Lien Debt	S +	5.00%	9.59%	3/19/2027	6,790		6,678		6,788		0.37
Helios Service Partners, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.59%	3/19/2027	11,098		10,864		11,059		0.60
Helios Service Partners, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.59%	3/19/2027	—		(19)		—		—
Hercules Borrower, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.68%	12/15/2026	C$	824	448		363		0.02
HSI Halo Acquisition, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.59%	6/30/2031	13,587		13,458		13,587		0.74
HSI Halo Acquisition, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.59%	6/30/2031	563		545		563		0.03
HSI Halo Acquisition, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.59%	6/28/2030	—		(20)		—		—
Iris Buyer, LLC	(6) (8)	First Lien Debt	S +	6.25%	10.84%	10/2/2030	6,938		6,771		6,938		0.38
Iris Buyer, LLC	(6) (8) (16)	First Lien Debt	S +	6.25%	10.84%	10/2/2030	654		635		654		0.04
Iris Buyer, LLC	(6) (8) (16)	First Lien Debt	S +	6.25%	10.84%	10/2/2029	—		(22)		—		—
Procure Acquireco, Inc. (Procure Analytics)	(6) (9)	First Lien Debt	S +	4.75%	9.49%	12/20/2028	3,849		3,800		3,849		0.21
Procure Acquireco, Inc. (Procure Analytics)	(6) (9) (16)	First Lien Debt	S +	4.75%	9.49%	12/20/2028	190		185		187		0.01
Procure Acquireco, Inc. (Procure Analytics)	(6) (9) (16)	First Lien Debt	S +	4.75%	9.49%	12/20/2028	—		(3)		—		—
Pye-Barker Fire & Safety, LLC	(6) (9)	First Lien Debt	S +	4.50%	8.83%	5/26/2031	26,325		26,325		26,325		1.43
Pye-Barker Fire & Safety, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.83%	5/26/2031	3,752		3,685		3,752		0.20
Pye-Barker Fire & Safety, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.83%	5/24/2030	456		423		456		0.02
Routeware, Inc.	(6) (8)	First Lien Debt	S +	5.25%	9.60%	9/18/2031	3,182		3,151		3,182		0.17
Routeware, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	9.60%	9/18/2031	—		(7)		—		—
Routeware, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	9.60%	9/18/2031	—		(3)		—		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)		Cost(5)		Fair Value		Percentage of Net Assets
Sherlock Buyer Corp.	(6) (8)	First Lien Debt	S +	5.75%	10.18%	12/08/2028	10,838		$	10,699	$	10,838	0.59	%
Sherlock Buyer Corp.	(6) (8) (16)	First Lien Debt	S +	5.75%	10.18%	12/8/2027	—		(13)		—		—
Surewerx Purchaser III, Inc.	(6) (9) (12)	First Lien Debt	C +	5.25%	9.58%	12/28/2029	C$	5,647	5,451		5,570		0.30
Surewerx Purchaser III, Inc.	(6) (9) (12) (16)	First Lien Debt	S +	5.25%	9.58%	12/28/2029	—		(16)		—		—
Surewerx Purchaser III, Inc.	(6) (9) (12)	First Lien Debt	C +	5.25%	9.58%	12/28/2028	C$	793	757		776		0.04
Sweep Midco, LLC	(6) (14)	Second Lien Debt				3/12/2034	1,674		836		1,085		0.06
Sweep Midco, LLC	(6) (14)	Second Lien Debt				3/12/2036	4,872		—		—		—
Sweep Purchaser, LLC	(6)	First Lien Debt	S +	5.75% PIK	10.24%	6/30/2027	6,129		6,129		6,129		0.33
Sweep Purchaser, LLC	(6) (8)	First Lien Debt	S +	5.75%	10.24%	6/30/2027	3,163		3,163		3,163		0.17
Sweep Purchaser, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.24%	6/30/2027	—		—		—		—
Tamarack Intermediate, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.30%	3/13/2028	7,019		6,939		7,019		0.38
Tamarack Intermediate, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.30%	3/13/2028	595		584		595		0.03
Tamarack Intermediate, LLC	(6) (9) (16)	First Lien Debt	S +	5.75%	10.30%	3/13/2028	—		(10)		—		—
Transit Technologies, LLC	(6) (7) (9)	First Lien Debt	S +	4.75%	9.51%	8/20/2031	7,955		7,878		7,955		0.43
Transit Technologies, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.51%	8/20/2031	—		(13)		—		—
Transit Technologies, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.51%	8/20/2030	—		(16)		—		—
United Flow Technologies Intermediate Holdco II, LLC	(6) (8)	First Lien Debt	S +	5.25%	9.58%	6/23/2031	8,888		8,762		8,888		0.48
United Flow Technologies Intermediate Holdco II, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.58%	6/23/2031	485		447		485		0.03
United Flow Technologies Intermediate Holdco II, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.58%	6/21/2030	—		(14)		—		—
US Infra Svcs Buyer, LLC	(6) (7) (8)	First Lien Debt	S +	7.25% (incl. 4.75% PIK)	12.01%	4/13/2027	13,851		13,747		12,111		0.66
US Infra Svcs Buyer, LLC	(6) (7) (8)	First Lien Debt	S +	7.25% (incl. 4.75% PIK)	12.01%	4/13/2027	1,955		1,945		1,709		0.09
US Infra Svcs Buyer, LLC	(6) (8)	First Lien Debt	S +	7.25% (incl. 4.75% PIK)	12.01%	4/13/2027	2,250		2,240		1,967		0.11
Vensure Employer Services, Inc.	(6) (10)	First Lien Debt	S +	5.00%	9.33%	9/29/2031	7,972		7,895		7,972		0.43
Vensure Employer Services, Inc.	(6) (10) (16)	First Lien Debt	S +	5.00%	9.33%	9/29/2031	309		296		309		0.02
VRC Companies, LLC	(6) (8)	First Lien Debt	S +	5.75%	10.27%	6/29/2027	72,257		71,720		72,257		3.92
VRC Companies, LLC	(6) (8)	First Lien Debt	S +	5.75%	10.27%	6/29/2027	496		491		496		0.03
VRC Companies, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.27%	6/29/2027	—		(10)		—		—
									343,057		340,869		18.50
Construction & Engineering
Arcoro Holdings Corp.	(6) (8)	First Lien Debt	S +	5.50%	9.83%	3/28/2030	12,978		12,744		12,883		0.70
Arcoro Holdings Corp.	(6) (8) (16)	First Lien Debt	S +	5.50%	9.83%	3/28/2030	—		(34)		(14)		—
KPSKY Acquisition, Inc.	(6) (9)	First Lien Debt	S +	5.50%	10.19%	10/19/2028	33,518		33,103		29,640		1.61
KPSKY Acquisition, Inc.	(6) (9)	First Lien Debt	S +	5.50%	10.19%	10/19/2028	7,675		7,573		6,788		0.37
LJ Avalon Holdings, LLC	(6) (8)	First Lien Debt	S +	5.00%	9.53%	2/1/2030	4,090		3,992		4,090		0.22

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
LJ Avalon Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.53%	2/1/2030	1,674	$	1,627	$	1,674	0.09	%
LJ Avalon Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.53%	2/1/2029	—	(14)		—		—
Superman Holdings, LLC	(6) (9)	First Lien Debt	S +	4.50%	8.86%	8/29/2031	20,047	19,951		20,047		1.09
Superman Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.86%	8/29/2031	—	(16)		—		—
Superman Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.86%	8/29/2031	—	(14)		—		—
								78,912		75,108		4.08
Consumer Staples Distribution & Retail
PDI TA Holdings, Inc.	(6) (9)	First Lien Debt	S +	5.50%	10.09%	2/3/2031	22,395	22,204		22,279		1.21
PDI TA Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	10.09%	2/3/2031	2,911	2,862		2,884		0.16
PDI TA Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	10.09%	2/3/2031	—	(20)		(12)		—
								25,046		25,151		1.37
Containers & Packaging
BP Purchaser, LLC	(6) (9)	First Lien Debt	S +	5.50%	10.16%	12/11/2028	17,030	16,811		15,794		0.86
FORTIS Solutions Group, LLC	(6) (9)	First Lien Debt	S +	5.50%	9.93%	10/13/2028	26,676	26,346		26,676		1.45
FORTIS Solutions Group, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	9.93%	10/13/2028	145	140		145		0.01
FORTIS Solutions Group, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	9.93%	10/15/2027	945	920		945		0.05
								44,217		43,560		2.36
Distributors
48Forty Solutions, LLC	(6) (8)	First Lien Debt	S +	6.00% (incl. 4.00% PIK)	10.65%	11/30/2029	17,476	17,267		11,291		0.61
48Forty Solutions, LLC	(6) (8) (16)	First Lien Debt	S +	6.00% (incl. 4.00% PIK)	10.65%	11/30/2029	1,167	1,140		207		0.01
ABB Concise Optical Group, LLC	(6) (9)	First Lien Debt	S +	7.50%	11.98%	2/23/2028	17,008	16,749		15,899		0.86
Avalara, Inc.	(6) (9)	First Lien Debt	S +	6.25%	10.58%	10/19/2028	10,402	10,224		10,402		0.56
Avalara, Inc.	(6) (16)	First Lien Debt	S +	6.25%	10.58%	10/19/2028	—	(16)		—		—
Bradyplus Holdings, LLC	(6) (7) (8)	First Lien Debt	S +	5.00%	9.52%	10/31/2029	7,950	7,817		7,950		0.43
Bradyplus Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.52%	10/31/2029	50	47		50		—
PT Intermediate Holdings III, LLC	(6) (9)	First Lien Debt	S +	5.00% (incl. 1.75% PIK)	9.33%	4/9/2030	41,594	41,239		41,594		2.26
PT Intermediate Holdings III, LLC	(6) (9) (16)	First Lien Debt	S +	5.00% (incl. 1.75% PIK)	9.33%	4/9/2030	—	(4)		—		—
								94,463		87,393		4.74
Diversified Consumer Services
Any Hour, LLC	(6) (7)	First Lien Debt	S +	5.00%	9.33%	5/23/2030	23,604	23,277		23,354		1.27
Any Hour, LLC	(6) (16)	First Lien Debt	S +	5.00%	9.33%	5/23/2030	669	617		595		0.03
Any Hour, LLC	(6) (16)	First Lien Debt	S +	5.00%	9.33%	5/23/2030	1,662	1,616		1,626		0.09
Any Hour, LLC	(6)	Other Debt		13.00% PIK	13.00%	5/23/2031	6,371	6,260		6,304		0.34

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Apex Service Partners, LLC	(6) (7) (8)	First Lien Debt	S +	5.00%	9.51%	10/24/2030	36,909	$	36,334	$	36,909	2.00	%
Apex Service Partners, LLC	(6) (8)	First Lien Debt	S +	5.00%	9.51%	10/24/2030	8,789	8,629		8,789		0.48
Apex Service Partners, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.51%	10/24/2029	1,980	1,937		1,980		0.11
Assembly Intermediate, LLC	(6) (8)	First Lien Debt	S +	5.25%	9.58%	10/19/2027	20,741	20,518		20,741		1.13
Assembly Intermediate, LLC	(6) (8)	First Lien Debt	S +	5.25%	9.58%	10/19/2027	4,148	4,106		4,148		0.23
Assembly Intermediate, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.58%	10/19/2027	—	(19)		—		—
Eclipse Buyer, Inc.	(6) (10)	First Lien Debt	S +	4.75%	9.26%	9/8/2031	4,244	4,203		4,244		0.23
Eclipse Buyer, Inc.	(6) (10) (16)	First Lien Debt	S +	4.75%	9.26%	9/8/2031	—	(3)		—		—
Eclipse Buyer, Inc.	(6) (10) (16)	First Lien Debt	S +	4.75%	9.26%	9/6/2031	—	(4)		—		—
Essential Services Holding Corporation	(6) (9)	First Lien Debt	S +	5.00%	9.65%	6/17/2031	17,244	17,082		17,244		0.94
Essential Services Holding Corporation	(6) (9) (16)	First Lien Debt	S +	5.00%	9.65%	6/17/2031	—	(22)		—		—
Essential Services Holding Corporation	(6) (9) (16)	First Lien Debt	S +	5.00%	9.65%	6/17/2030	—	(27)		—		—
EVDR Purchaser, Inc.	(6) (9)	First Lien Debt	S +	5.50%	9.86%	2/14/2031	20,428	20,057		20,428		1.11
EVDR Purchaser, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	9.86%	2/14/2031	—	(51)		—		—
EVDR Purchaser, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	9.86%	2/14/2031	588	526		588		0.03
FPG Intermediate Holdco, LLC	(6) (8) (11)	First Lien Debt	S +	6.75% (incl. 5.75% PIK)	11.09%	3/5/2027	435	431		346		0.02
FPG Intermediate Holdco, LLC	(6) (8) (11) (16)	First Lien Debt	S +	6.75% (incl. 5.75% PIK)	11.09%	3/5/2027	11	11		11		—
Heartland Home Services	(6) (9)	First Lien Debt	S +	5.75%	10.18%	12/15/2026	1,926	1,919		1,825		0.10
Lightspeed Solution, LLC	(6) (9)	First Lien Debt	S +	6.50% (incl. 2.17% PIK)	10.86%	3/1/2028	8,200	8,109		8,200		0.45
Lightspeed Solution, LLC	(6) (9)	First Lien Debt	S +	6.50% (incl. 2.17% PIK)	10.86%	3/1/2028	541	534		541		0.03
LUV Car Wash Group, LLC	(6) (8)	First Lien Debt	S +	7.00%	11.74%	12/9/2026	887	882		887		0.05
Magnolia Wash Holdings	(6) (8)	First Lien Debt	S +	6.50%	11.36%	7/14/2028	3,263	3,219		2,959		0.16
Magnolia Wash Holdings	(6) (8)	First Lien Debt	S +	6.50%	11.36%	7/14/2028	692	682		627		0.03
Magnolia Wash Holdings	(6) (8) (16)	First Lien Debt	S +	6.50%	11.36%	7/14/2028	87	85		72		—
Project Accelerate Parent, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.61%	2/24/2031	8,706	8,627		8,706		0.47
Project Accelerate Parent, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.61%	2/24/2031	—	(11)		—		—
Vertex Service Partners, LLC	(6) (7) (9)	First Lien Debt	S +	5.75%	10.11%	11/8/2030	1,761	1,722		1,761		0.10
Vertex Service Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.75%	10.11%	11/8/2030	3,409	3,330		3,405		0.18
Vertex Service Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.75%	10.11%	11/8/2030	407	398		407		0.02
								174,974		176,697		9.59
Electrical Equipment
Spark Buyer, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.77%	10/15/2031	2,188	2,155		2,155		0.12
Spark Buyer, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.77%	10/15/2031	—	(6)		(6)		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Spark Buyer, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.77%	10/15/2031	—	$	(6)	$	(6)	—	%
								2,143		2,143		0.12
Electronic Equipment, Instruments & Components
Abracon Group Holdings, LLC	(6) (9)	First Lien Debt	S +	6.60% (incl. 4.60% PIK)	11.30%	7/6/2028	6,061	5,986		4,496		0.24
Abracon Group Holdings, LLC	(6) (9)	First Lien Debt	S +	6.60% (incl. 4.60% PIK)	11.30%	7/6/2028	401	396		297		0.02
Dwyer Instruments, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.13%	7/20/2029	14,308	14,127		14,270		0.77
Dwyer Instruments, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.13%	7/20/2029	4,956	4,877		4,954		0.27
Dwyer Instruments, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.13%	7/20/2029	233	214		233		0.01
Infinite Bidco, LLC	(6) (10)	First Lien Debt	S +	6.25%	10.77%	3/2/2028	12,235	11,986		12,235		0.66
Infinite Bidco, LLC	(10)	Second Lien Debt	S +	7.00%	11.85%	3/2/2029	25,500	25,454		22,440		1.22
Magneto Components Buyco, LLC	(6) (7) (9)	First Lien Debt	S +	6.00% (incl. 1.50% PIK)	10.33%	12/5/2030	15,365	15,118		15,261		0.83
Magneto Components Buyco, LLC	(6) (9) (16)	First Lien Debt	S +	6.00% (incl. 1.50% PIK)	10.33%	12/5/2030	—	(24)		(21)		—
Magneto Components Buyco, LLC	(6) (9) (16)	First Lien Debt	S +	6.00% (incl. 1.50% PIK)	10.33%	12/5/2029	—	(38)		(17)		—
NSi Holdings, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.36%	11/15/2031	7,368	7,296		7,296		0.40
NSi Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.36%	11/15/2031	—	(6)		(6)		—
NSi Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.36%	11/15/2031	—	(13)		(13)		—
								85,373		81,425		4.42
Financial Services
Applitools, Inc.	(6) (9) (12)	First Lien Debt	S +	6.25% PIK	10.58%	5/25/2029	4,023	3,987		3,989		0.22
Applitools, Inc.	(6) (9) (12) (16)	First Lien Debt	S +	6.25%	10.58%	5/25/2028	—	(5)		(4)		—
Cerity Partners, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.76%	7/30/2029	4,707	4,598		4,707		0.26
Cerity Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.76%	7/30/2029	7,568	7,410		7,568		0.41
Cerity Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.76%	7/30/2029	—	(2)		—		—
GC Waves Holdings, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.21%	10/4/2030	8,909	8,830		8,841		0.48
GC Waves Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.21%	10/4/2030	463	368		434		0.02
GC Waves Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.21%	10/4/2030	—	(5)		(3)		—
MAI Capital Management Intermediate, LLC	(6) (7) (9)	First Lien Debt	S +	4.75%	9.08%	8/29/2031	4,632	4,587		4,632		0.25
MAI Capital Management Intermediate, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.08%	8/29/2031	866	849		866		0.05
MAI Capital Management Intermediate, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.08%	8/29/2031	138	128		138		0.01
PMA Parent Holdings, LLC	(6) (9)	First Lien Debt	S +	5.50%	9.83%	1/31/2031	3,036	2,992		2,992		0.16
PMA Parent Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	9.83%	1/31/2031	—	(3)		(3)		—
RFS Opco, LLC	(6) (10)	First Lien Debt	S +	4.75%	9.08%	4/4/2031	14,464	14,330		14,407		0.78
RFS Opco, LLC	(6) (10) (16)	First Lien Debt	S +	3.50%	7.83%	4/4/2029	90	86		88		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
SitusAMC Holdings Corp.	(6) (9)	First Lien Debt	S +	5.50%	9.93%	12/22/2027	7,217	$	7,180	$	7,217	0.39	%
Smarsh, Inc.	(6) (9)	First Lien Debt	S +	5.75%	10.08%	2/16/2029	4,286	4,228		4,286		0.23
Smarsh, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.08%	2/16/2029	536	526		536		0.03
Smarsh, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.08%	2/16/2029	107	104		107		0.01
Trintech, Inc.	(6) (7) (8)	First Lien Debt	S +	5.50%	9.86%	7/25/2029	33,745	33,195		33,252		1.81
Trintech, Inc.	(6) (8) (16)	First Lien Debt	S +	5.50%	9.86%	7/25/2029	837	793		794		0.04
								94,176		94,844		5.15
Food Products
AMCP Pet Holdings, Inc. (Brightpet)	(6) (8)	First Lien Debt	S +	7.00% (incl. 3.00% PIK)	11.74%	10/5/2026	41,811	41,312		39,875		2.16
AMCP Pet Holdings, Inc. (Brightpet)	(6) (8)	First Lien Debt	S +	7.00% (incl. 3.00% PIK)	11.74%	10/5/2026	5,903	5,850		5,630		0.31
Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)	(6) (13)	Other Debt		16.25% PIK	16.25%	6/18/2026	1,500	1,500		885		0.05
Nellson Nutraceutical, Inc.	(6) (7) (8)	First Lien Debt	S +	5.75%	10.40%	12/23/2025	18,270	18,192		18,270		0.99
Teasdale Foods, Inc. (Teasdale Latin Foods)	(6) (8)	First Lien Debt	S +	6.25%	10.99%	12/18/2025	10,812	10,764		10,504		0.57
								77,618		75,164		4.08
Ground Transportation
SV Newco 2, Inc.	(6) (9) (12)	First Lien Debt	S +	4.75%	9.26%	6/2/2031	22,853	22,530		22,672		1.23
SV Newco 2, Inc.	(6) (9) (12) (16)	First Lien Debt	S +	4.75%	9.26%	6/2/2031	—	(98)		(113)		(0.01)
SV Newco 2, Inc.	(6) (9) (12) (16)	First Lien Debt	S +	4.75%	9.26%	6/2/2031	—	(118)		(68)		—
								22,314		22,491		1.22
Health Care Equipment & Supplies
Performance Health & Wellness	(6) (7) (8)	First Lien Debt	S +	5.75%	10.21%	7/12/2027	9,398	9,305		9,398		0.51
PerkinElmer U.S., LLC	(6) (7) (8)	First Lien Debt	S +	5.00%	9.34%	3/13/2029	4,340	4,244		4,310		0.23
Tidi Legacy Products, Inc.	(6) (8)	First Lien Debt	S +	5.25%	9.61%	12/19/2029	1,858	1,825		1,854		0.10
Tidi Legacy Products, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	9.61%	12/19/2029	—	(4)		(1)		—
Tidi Legacy Products, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	9.61%	12/19/2029	—	(6)		(1)		—
YI, LLC	(6) (7) (8)	First Lien Debt	S +	5.75%	10.39%	12/3/2029	5,597	5,501		5,597		0.30
YI, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.39%	12/3/2029	—	(10)		—		—
YI, LLC	(6) (8) (16)	First Lien Debt	S +	5.75%	10.39%	12/3/2029	—	(14)		—		—
								20,841		21,157		1.15
Health Care Providers & Services
Advarra Holdings, Inc.	(6) (9)	First Lien Debt	S +	4.50%	8.86%	9/15/2031	449	441		447		0.02
Advarra Holdings, Inc.	(6) (9) (16)	First Lien Debt	S +	4.50%	8.86%	9/15/2031	—	—		—		—
DCA Investment Holdings, LLC	(6) (9)	First Lien Debt	S +	6.50%	10.77%	4/3/2028	20,283	20,026		20,126		1.09
DCA Investment Holdings, LLC	(6) (9)	First Lien Debt	S +	6.50%	10.77%	4/3/2028	1,783	1,749		1,769		0.10

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Gateway US Holdings, Inc.	(6) (9) (12)	First Lien Debt	S +	4.75%	9.08%	9/22/2028	744	$	740	$	744	0.04	%
Gateway US Holdings, Inc.	(6) (9) (12)	First Lien Debt	S +	4.75%	9.08%	9/22/2028	210	209		210		0.01
Gateway US Holdings, Inc.	(6) (9) (12) (16)	First Lien Debt	S +	4.75%	9.08%	9/22/2028	—	—		—		—
Heartland Veterinary Partners, LLC	(6) (8)	First Lien Debt	S +	4.75%	9.47%	12/10/2026	1,828	1,820		1,828		0.10
Heartland Veterinary Partners, LLC	(6) (8)	Second Lien Debt		14.50% (incl. 7.00% PIK)	14.50%	12/10/2027	4,174	4,130		4,174		0.23
Heartland Veterinary Partners, LLC	(6) (8)	First Lien Debt	S +	4.75%	9.47%	12/10/2026	4,139	4,124		4,139		0.22
Heartland Veterinary Partners, LLC	(6) (8)	Second Lien Debt		14.50% (incl. 7.00% PIK)	14.50%	12/10/2027	1,623	1,605		1,623		0.09
Heartland Veterinary Partners, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.47%	12/10/2026	—	(1)		—		—
iCIMS, Inc.	(6) (9)	First Lien Debt	S +	5.75%	10.38%	8/18/2028	7,080	6,997		7,080		0.38
iCIMS, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.38%	8/18/2028	9	9		9		—
Imagine 360, LLC	(6) (9)	First Lien Debt	S +	4.75%	9.10%	10/2/2028	12,157	12,043		12,157		0.66
Imagine 360, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.10%	10/2/2028	—	(8)		—		—
Imagine 360, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.10%	10/2/2028	—	(10)		—		—
Intelerad Medical Systems Incorporated	(6) (8) (12)	First Lien Debt	S +	6.50%	11.24%	8/21/2026	490	483		475		0.03
Intelerad Medical Systems Incorporated	(6) (8) (12)	First Lien Debt	S +	6.50%	11.24%	8/21/2026	34	33		33		—
Invictus Buyer, LLC	(6) (9)	First Lien Debt	S +	4.75%	9.08%	6/3/2031	4,040	4,002		4,028		0.22
Invictus Buyer, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.08%	6/3/2031	—	(8)		(5)		—
Invictus Buyer, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.08%	6/3/2031	—	(6)		(2)		—
mPulse Mobile, Inc.	(6) (9)	First Lien Debt	S +	6.25%	10.68%	12/17/2027	11,989	11,854		11,968		0.65
mPulse Mobile, Inc.	(6) (9)	First Lien Debt	S +	6.25%	10.68%	12/17/2027	19,928	19,554		19,697		1.07
mPulse Mobile, Inc.	(6) (9) (16)	First Lien Debt	S +	6.25%	10.68%	12/17/2027	934	889		901		0.05
Pareto Health Intermediate Holdings, Inc.	(6) (8)	First Lien Debt	S +	5.00%	9.33%	6/1/2030	28,593	28,263		28,593		1.55
Pareto Health Intermediate Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.33%	6/1/2030	—	(28)		(28)		—
Pareto Health Intermediate Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.33%	6/1/2029	—	(12)		—		—
PPV Intermediate Holdings, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.26%	8/31/2029	4,335	4,199		4,332		0.24
PPV Intermediate Holdings, LLC	(6) (9)	First Lien Debt	S +	6.00%	10.52%	8/31/2029	15,048	14,918		15,048		0.82
Promptcare Infusion Buyer, Inc.	(6) (8)	First Lien Debt	S +	6.00%	10.44%	9/1/2027	8,889	8,798		8,773		0.48
Promptcare Infusion Buyer, Inc.	(6) (8) (16)	First Lien Debt	S +	6.00%	10.44%	9/1/2027	2,767	2,723		2,713		0.15
Stepping Stones Healthcare Services, LLC	(6) (9)	First Lien Debt	S +	4.75%	9.08%	1/2/2029	4,255	4,213		4,255		0.23
Stepping Stones Healthcare Services, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.08%	1/2/2029	1,079	1,061		1,077		0.06
Stepping Stones Healthcare Services, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.08%	12/30/2026	—	(4)		—		—
Suveto	(6) (9)	First Lien Debt	S +	4.75%	9.11%	9/9/2027	11,716	11,653		11,604		0.63
Suveto	(6) (16)	First Lien Debt	P +	3.75%	11.25%	9/9/2027	65	55		52		—
Suveto Buyer, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.11%	9/9/2027	62	61		61		—
Tivity Health, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.36%	6/28/2029	8,612	8,572		8,612		0.47

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)		Cost(5)		Fair Value		Percentage of Net Assets
Vardiman Black Holdings, LLC	(6) (10)	First Lien Debt	S +	7.00% (incl. 2.00% PIK)	11.65%	03/18/2027	5,767		$	5,767	$	5,767	0.31	%
Vardiman Black Holdings, LLC	(6) (10) (11) (16)	First Lien Debt	S +	7.00% (incl. 2.00% PIK)	11.65%	03/18/2027	597		582		597		0.03
									181,496		182,857		9.93
Health Care Technology
Hyland Software, Inc.	(6) (7) (9)	First Lien Debt	S +	6.00%	10.36%	9/19/2030	39,259		38,748		39,259		2.13
Hyland Software, Inc.	(6) (9) (16)	First Lien Debt	S +	6.00%	10.36%	9/19/2029	—		(22)		—		—
Lightspeed Buyer, Inc.	(6) (7) (8)	First Lien Debt	S +	4.75%	9.08%	2/3/2027	23,156		22,981		23,156		1.26
Lightspeed Buyer, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.08%	2/3/2027	—		(5)		—		—
Lightspeed Buyer, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.08%	2/3/2027	—		(1)		—		—
									61,701		62,415		3.39
Industrial Conglomerates
Aptean, Inc.	(6) (7) (9)	First Lien Debt	S +	5.00%	9.59%	1/30/2031	11,746		11,646		11,730		0.64
Aptean, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.59%	1/30/2031	192		182		191		0.01
Aptean, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.59%	1/30/2031	—		(9)		(1)		—
Excelitas Technologies Corp.	(6) (9)	First Lien Debt	S +	5.25%	9.61%	8/13/2029	1,298		1,278		1,284		0.07
Excelitas Technologies Corp.	(6) (9)	First Lien Debt	E +	5.25%	8.11%	8/13/2029	€	237	242		243		0.01
Excelitas Technologies Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.61%	8/13/2029	—		(13)		(20)		—
Excelitas Technologies Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.61%	8/14/2028	—		(2)		(1)		—
Raptor Merger Sub Debt, LLC	(7) (9)	First Lien Debt	S +	5.50%	9.83%	4/1/2029	31,907		31,206		31,801		1.73
Raptor Merger Sub Debt, LLC	(9) (16)	First Lien Debt	S +	5.50%	9.83%	4/1/2029	488		435		480		0.03
									44,965		45,707		2.48
Insurance Services
Amerilife Holdings, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.70%	8/31/2029	2,863		2,821		2,863		0.16
Amerilife Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.70%	8/31/2029	1,257		1,248		1,257		0.07
Amerilife Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.70%	8/31/2028	—		(5)		—		—
Fetch Insurance Services, LLC	(6)	Other Debt		12.75% (incl. 3.75% PIK)	12.75%	10/31/2027	2,029		1,995		2,009		0.11
Foundation Risk Partners Corp.	(6) (9)	First Lien Debt	S +	5.25%	9.58%	10/29/2030	42,100		41,635		42,100		2.29
Foundation Risk Partners Corp.	(6) (9)	First Lien Debt	S +	5.25%	9.58%	10/29/2030	9,156		9,056		9,156		0.50
Foundation Risk Partners Corp.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	10/29/2029	—		(60)		—		—
Galway Borrower, LLC	(6) (9)	First Lien Debt	S +	4.50%	8.83%	9/29/2028	30,430		30,061		30,430		1.65
Galway Borrower, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.83%	9/29/2028	1,698		1,668		1,698		0.09
Galway Borrower, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.83%	9/29/2028	185		160		185		0.01
Higginbotham Insurance Agency, Inc.	(6) (7) (8)	First Lien Debt	S +	4.50%	8.86%	11/24/2028	23,662		23,484		23,560		1.28
Higginbotham Insurance Agency, Inc.	(6) (8) (16)	First Lien Debt	S +	4.50%	8.86%	11/24/2028	2,304		2,260		2,270		0.12

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
High Street Buyer, Inc.	(6) (7) (9)	First Lien Debt	S +	5.25%	9.58%	4/14/2028	9,789	$	9,682	$	9,789	0.53	%
High Street Buyer, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	4/14/2028	39,313	38,797		39,288		2.13
High Street Buyer, Inc.	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	4/16/2027	—	(16)		—		—
Inszone Mid, LLC	(6) (8)	First Lien Debt	S +	5.25%	9.50%	11/30/2029	4,410	4,335		4,410		0.24
Inszone Mid, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.50%	11/30/2029	5,425	5,321		5,425		0.29
Inszone Mid, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.50%	11/30/2029	—	(45)		—		—
Inszone Mid, LLC	(6) (8) (16)	First Lien Debt	S +	5.25%	9.50%	11/30/2029	—	(20)		—		—
Integrity Marketing Acquisition, LLC	(6) (7) (9)	First Lien Debt	S +	5.00%	9.51%	8/25/2028	44,454	44,454		44,454		2.41
Integrity Marketing Acquisition, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.51%	8/25/2028	—	—		—		—
Long Term Care Group, Inc.	(6) (9) (11)	First Lien Debt	S +	6.00% (incl. 3.73% PIK)	10.33%	9/8/2027	5,425	5,371		4,650		0.25
Majesco	(6) (7) (8)	First Lien Debt	S +	4.75%	9.08%	9/21/2028	33,555	33,077		33,555		1.82
Majesco	(6) (8) (16)	First Lien Debt	S +	4.75%	9.08%	9/21/2027	—	(14)		—		—
Patriot Growth Insurance Services, LLC	(6) (7) (9)	First Lien Debt	S +	5.00%	9.48%	10/16/2028	61,723	60,953		61,723		3.35
Patriot Growth Insurance Services, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.48%	10/16/2028	2,243	2,194		2,243		0.12
Peter C. Foy & Associates Insurance Services, LLC	(6) (9)	First Lien Debt	S +	5.50%	9.83%	11/1/2028	19,998	19,854		19,998		1.09
Peter C. Foy & Associates Insurance Services, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	9.83%	11/1/2028	8,511	8,443		8,504		0.46
Peter C. Foy & Associates Insurance Services, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	9.83%	11/1/2027	—	(4)		—		—
RSC Acquisition, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.21%	11/1/2029	32,129	31,780		32,129		1.74
RSC Acquisition, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.21%	11/1/2029	3,781	3,758		3,781		0.21
World Insurance Associates, LLC	(6) (7) (8)	First Lien Debt	S +	6.00%	10.34%	4/3/2028	66,670	65,501		66,557		3.61
World Insurance Associates, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	10.34%	4/3/2028	—	(6)		(28)		—
								447,738		452,006		24.54
Interactive Media & Services
FMG Suite Holdings, LLC	(6) (8)	First Lien Debt	S +	5.50%	9.85%	10/30/2026	23,534	23,319		23,371		1.27
FMG Suite Holdings, LLC	(6) (8)	First Lien Debt	S +	5.50%	9.85%	10/30/2026	4,522	4,492		4,487		0.24
FMG Suite Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	5.50%	9.85%	10/30/2026	—	(16)		(18)		—
Spectrio, LLC	(6) (7) (8)	First Lien Debt	S +	6.00%	10.51%	12/9/2026	31,725	31,518		29,197		1.58
Spectrio, LLC	(6) (8)	First Lien Debt	S +	6.00%	10.51%	12/9/2026	12,798	12,770		11,778		0.64
Spectrio, LLC	(6) (8)	First Lien Debt	S +	6.00%	10.51%	12/9/2026	4,036	4,011		3,715		0.20
Triple Lift, Inc.	(6) (7) (9)	First Lien Debt	S +	5.75%	10.25%	5/5/2028	27,020	26,721		25,864		1.40
Triple Lift, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.25%	5/5/2028	—	(38)		(171)		(0.01)
								102,777		98,223		5.33
IT Services
Apollo Acquisition, Inc.	(6)	First Lien Debt	S +	5.00%	9.33%	12/30/2031	17,469	17,294		17,294		0.94
Apollo Acquisition, Inc.	(6) (16)	First Lien Debt	S +	5.00%	9.33%	12/30/2031	—	(31)		(31)		—
Apollo Acquisition, Inc.	(6) (16)	First Lien Debt	S +	5.00%	9.33%	12/30/2030	—	(24)		(24)		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)		Cost(5)		Fair Value		Percentage of Net Assets
Atlas Purchaser, Inc.	(6) (7) (9)	First Lien Debt	S +	7.50% (incl. 5.50% PIK)	11.33%	5/5/2028	5,811		$	5,811	$	3,463	0.19	%
Atlas Purchaser, Inc.	(6) (7) (9)	First Lien Debt	S +	7.50% (incl. 6.50% PIK)	11.33%	5/5/2028	2,510		2,510		2,510		0.14
Catalis Intermediate, Inc.	(6) (7) (9)	First Lien Debt	S +	5.50%	9.98%	8/4/2027	38,954		38,469		38,370		2.08
Catalis Intermediate, Inc.	(6) (9)	First Lien Debt	S +	5.50%	9.98%	8/4/2027	8,765		8,665		8,633		0.47
Catalis Intermediate, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	9.98%	8/4/2027	1,460		1,414		1,396		0.08
Donuts, Inc.	(6) (8)	First Lien Debt	S +	5.00%	9.49%	12/29/2027	24,599		24,415		24,550		1.33
GI DI Cornfield Acquisition, LLC	(6)	First Lien Debt	S +	4.50%	8.84%	3/9/2028	30,393		29,999		30,098		1.63
GI DI Cornfield Acquisition, LLC	(6) (16)	First Lien Debt	S +	4.50%	8.84%	3/9/2028	—		(99)		(152)		(0.01)
Help/Systems Holdings, Inc. (Fortra LLC)	(9)	Second Lien Debt	S +	6.75%	11.44%	11/19/2027	17,500		17,500		13,576		0.74
Idera, Inc.	(6) (9)	Second Lien Debt	S +	6.75%	11.47%	3/2/2029	2,607		2,595		2,607		0.14
Recovery Point Systems, Inc.	(6) (7) (8)	First Lien Debt	S +	6.00%	10.73%	8/12/2026	40,215		39,955		40,215		2.18
Recovery Point Systems, Inc.	(6) (8) (16)	First Lien Debt	S +	6.00%	10.73%	8/12/2026	—		(21)		—		—
Redwood Services Group, LLC	(6) (9)	First Lien Debt	S +	6.25%	10.68%	6/15/2029	10,720		10,615		10,720		0.58
Redwood Services Group, LLC	(6) (9)	First Lien Debt	S +	6.25%	10.68%	6/15/2029	8,845		8,723		8,827		0.48
Ridge Trail US Bidco, Inc.	(6) (8) (12)	First Lien Debt	S +	4.50%	8.83%	9/30/2031	23,976		23,626		23,912		1.30
Ridge Trail US Bidco, Inc.	(6) (8) (12) (16)	First Lien Debt	S +	4.50%	8.83%	9/30/2031	—		(60)		(22)		—
Ridge Trail US Bidco, Inc.	(6) (8) (12) (16)	First Lien Debt	S +	4.50%	8.83%	3/31/2031	744		704		737		0.04
Syntax Systems, Ltd.	(6) (9) (12)	First Lien Debt	S +	5.00%	9.46%	10/27/2028	37,377		37,153		37,296		2.02
Thrive Buyer, Inc. (Thrive Networks)	(6) (8)	First Lien Debt	S +	6.00%	10.78%	1/22/2027	22,702		22,490		22,702		1.23
Thrive Buyer, Inc. (Thrive Networks)	(6) (8)	First Lien Debt	S +	6.00%	10.78%	1/22/2027	16,740		16,595		16,740		0.91
Thrive Buyer, Inc. (Thrive Networks)	(6) (8) (16)	First Lien Debt	S +	6.00%	10.78%	1/22/2027	1,321		1,307		1,321		0.07
UpStack, Inc.	(6) (7) (9)	First Lien Debt	S +	5.00%	9.52%	8/25/2031	9,750		9,656		9,750		0.53
UpStack, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.52%	8/25/2031	—		(18)		—		—
UpStack, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.52%	8/25/2031	225		211		225		0.01
Victors Purchaser, LLC	(6) (10)	First Lien Debt	S +	4.75%	9.08%	8/15/2031	5,094		5,045		5,094		0.28
Victors Purchaser, LLC	(6) (10) (16)	First Lien Debt	S +	4.75%	9.08%	8/15/2031	—		(6)		—		—
Victors Purchaser, LLC	(6) (10) (16)	First Lien Debt	S +	4.75%	9.08%	8/15/2031	C$	146	99		101		0.01
									324,592		319,908		17.37
Life Sciences Tools & Services
Model N, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.33%	6/27/2031	11,934		11,821		11,934		0.65
Model N, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.33%	6/27/2031	—		(15)		—		—
Model N, Inc.	(6) (9) (16)	First Lien Debt	S +	5.00%	9.33%	6/27/2031	—		(16)		—		—
									11,790		11,934		0.65
Machinery
Answer Acquisition, LLC	(6) (8)	First Lien Debt	S +	6.00%	10.48%	12/30/2026	13,394		13,255		13,303		0.72

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Answer Acquisition, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	10.48%	12/30/2026	—	$	(11)	$	(9)	—	%
Chase Intermediate, LLC	(6) (16)	First Lien Debt	S +	4.75%	9.08%	10/30/2028	4,303	4,206		4,288		0.23
Chase Intermediate, LLC	(6) (16)	First Lien Debt	S +	4.75%	9.08%	10/30/2028	—	(8)		—		—
MHE Intermediate Holdings, LLC	(6) (7) (8)	First Lien Debt	S +	6.00%	10.79%	7/21/2027	11,731	11,611		11,731		0.64
MHE Intermediate Holdings, LLC	(6) (8)	First Lien Debt	S +	6.00%	10.79%	7/21/2027	3,636	3,599		3,636		0.20
MHE Intermediate Holdings, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	10.79%	7/21/2027	500	479		500		0.03
								33,131		33,449		1.82
Multi-Utilities
AWP Group Holdings, Inc.	(6) (7) (8)	First Lien Debt	S +	4.75%	9.11%	12/23/2030	7,423	7,205		7,423		0.40
AWP Group Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.11%	12/23/2030	1,549	1,525		1,549		0.08
AWP Group Holdings, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.11%	12/23/2030	40	26		40		—
Vessco Midco Holdings, LLC	(6) (9)	First Lien Debt	S +	4.75%	9.11%	7/24/2031	11,199	11,093		11,199		0.61
Vessco Midco Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.11%	7/24/2031	983	961		983		0.05
Vessco Midco Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	4.75%	9.11%	7/24/2031	—	(12)		—		—
								20,798		21,194		1.15
Pharmaceuticals
Caerus US 1, Inc.	(6) (9) (12)	First Lien Debt	S +	5.00%	9.33%	5/25/2029	10,927	10,765		10,594		0.58
Caerus US 1, Inc.	(6) (9) (12)	First Lien Debt	S +	5.00%	9.33%	5/25/2029	1,599	1,574		1,550		0.08
Caerus US 1, Inc.	(6) (9) (12) (16)	First Lien Debt	S +	5.00%	9.33%	5/25/2029	88	72		52		—
								12,411		12,196		0.66
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(6) (7) (8)	First Lien Debt	S +	6.25%	11.17%	3/10/2027	9,130	9,041		9,130		0.50
Abacus Data Holdings, Inc. (AbacusNext)	(6) (8) (16)	First Lien Debt	S +	6.25%	11.17%	3/10/2027	—	(12)		—		—
Accordion Partners, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.58%	11/17/2031	27,391	27,121		27,121		1.47
Accordion Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	11/17/2031	—	(22)		(22)		—
Accordion Partners, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.58%	11/17/2031	—	(30)		(30)		—
Ascend Partner Services, LLC	(6) (9)	First Lien Debt	S +	4.50%	8.86%	8/11/2031	4,899	4,852		4,899		0.27
Ascend Partner Services, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.86%	8/11/2031	—	(40)		—		—
Ascend Partner Services, LLC	(6) (9) (16)	First Lien Debt	S +	4.50%	8.86%	8/11/2031	1,010	994		1,010		0.05
Bridgepointe Technologies, LLC	(6) (8)	First Lien Debt	S +	5.00%	9.33%	12/31/2027	17,057	16,665		16,927		0.92
Bridgepointe Technologies, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.33%	12/31/2027	15,295	14,886		15,158		0.82
Bullhorn, Inc.	(6) (8)	First Lien Debt	S +	5.00%	9.36%	10/1/2029	15,407	15,313		15,407		0.84
Bullhorn, Inc.	(6) (8)	First Lien Debt	S +	5.00%	9.36%	10/1/2029	1,920	1,909		1,920		0.10
Bullhorn, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.36%	10/1/2029	—	(5)		—		—
Carr, Riggs and Ingram Capital, LLC	(6) (10)	First Lien Debt	S +	4.75%	9.24%	11/18/2031	4,313	4,270		4,270		0.23
Carr, Riggs and Ingram Capital, LLC	(6) (10) (16)	First Lien Debt	S +	4.75%	9.24%	11/18/2031	—	(11)		(11)		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Carr, Riggs and Ingram Capital, LLC	(6) (10) (16)	First Lien Debt	S +	4.75%	9.24%	11/18/2031	125	$	115	$	115	0.01	%
Citrin Cooperman Advisors, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.30%	10/1/2027	24,260	23,968		24,260		1.32
Citrin Cooperman Advisors, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.30%	10/1/2027	15,218	15,003		15,218		0.83
ComPsych Investment Corp.	(6) (9)	First Lien Debt	S +	4.75%	9.38%	7/22/2031	13,973	13,907		13,973		0.76
ComPsych Investment Corp.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.38%	7/22/2031	—	(9)		—		—
GPS Merger Sub, LLC	(6) (8)	First Lien Debt	S +	6.00%	10.36%	10/2/2029	6,786	6,675		6,757		0.37
GPS Merger Sub, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	10.36%	10/2/2029	—	(10)		—		—
GPS Merger Sub, LLC	(6) (8) (16)	First Lien Debt	S +	6.00%	10.36%	10/2/2029	—	(16)		—		—
IG Investment Holdings, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.57%	9/22/2028	10,788	10,684		10,684		0.58
IG Investment Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.57%	9/22/2028	—	(12)		(12)		—
KENG Acquisition, Inc.	(6) (8)	First Lien Debt	S +	5.00%	9.36%	8/1/2029	3,189	3,123		3,173		0.17
KENG Acquisition, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.36%	8/1/2029	1,086	1,040		1,067		0.06
KENG Acquisition, Inc.	(6) (8) (16)	First Lien Debt	S +	5.00%	9.36%	8/1/2029	—	(17)		(4)		—
KWOR Acquisition, Inc.	(6) (13)	First Lien Debt	P +	4.25%	11.75%	12/22/2028	5,299	5,224		3,891		0.21
KWOR Acquisition, Inc.	(6) (13)	First Lien Debt	P +	4.25%	11.75%	12/22/2028	1,292	1,272		948		0.05
KWOR Acquisition, Inc.	(6) (13)	First Lien Debt	P +	4.25%	11.75%	12/22/2027	122	121		90		—
Project Boost Purchaser, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.76%	5/2/2029	5,610	5,573		5,610		0.30
Project Boost Purchaser, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.76%	5/2/2028	176	173		176		0.01
UHY Advisors, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.26%	11/21/2031	2,208	2,186		2,186		0.12
UHY Advisors, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.26%	11/21/2031	—	(11)		(11)		—
UHY Advisors, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.26%	11/21/2031	—	(6)		(6)		—
Verdantas, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.45%	5/6/2031	16,409	16,179		16,243		0.88
Verdantas, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.45%	5/6/2031	693	663		668		0.04
Verdantas, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.45%	5/6/2030	—	(23)		(18)		—
								200,733		200,787		10.90
Real Estate Management & Development
Associations, Inc.	(6) (8)	First Lien Debt	S +	6.50%	11.32%	7/3/2028	10,893	10,884		10,893		0.59
Associations, Inc.	(6) (8) (16)	First Lien Debt	S +	6.50%	11.32%	7/3/2028	141	141		141		0.01
Associations, Inc.	(6) (8) (16)	First Lien Debt	S +	6.50%	11.32%	7/3/2028	339	338		339		0.02
MRI Software, LLC	(6) (7) (8)	First Lien Debt	S +	4.75%	9.08%	2/10/2027	58,735	58,439		58,694		3.19
MRI Software, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.08%	2/10/2027	4	3		4		—
MRI Software, LLC	(6) (8) (16)	First Lien Debt	S +	4.75%	9.08%	2/10/2027	128	120		126		0.01
Pritchard Industries, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.29%	10/13/2027	25,016	24,750		24,718		1.34
Pritchard Industries, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.29%	10/13/2027	5,981	5,915		5,910		0.32
Zarya Intermediate, LLC	(6) (8) (12)	First Lien Debt	S +	6.50%	11.01%	7/1/2027	35,142	35,142		35,107		1.91
Zarya Intermediate, LLC	(6) (8) (12) (16)	First Lien Debt	S +	6.50%	11.01%	7/1/2027	—	—		(4)		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
								$	135,732	$	135,928	7.38	%

Software
Alert Media, Inc.	(6) (8)	First Lien Debt	S +	6.75% (incl. 5.75% PIK)	11.08%	4/12/2027	22,389	22,197		22,123		1.20
Alert Media, Inc.	(6) (8) (16)	First Lien Debt	S +	6.75% (incl. 5.75% PIK)	11.08%	4/12/2027	—	(41)		(63)		—
Anaplan, Inc.	(6) (9)	First Lien Debt	S +	5.25%	9.58%	6/21/2029	33,040	32,619		32,918		1.79
Appfire Technologies, LLC	(6) (8)	First Lien Debt	S +	5.00%	9.33%	3/9/2028	20,468	20,400		20,468		1.11
Appfire Technologies, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.33%	3/9/2028	—	(23)		—		—
Appfire Technologies, LLC	(6) (8) (16)	First Lien Debt	S +	5.00%	9.33%	3/9/2028	12	11		12		—
Apryse Software Corp.	(6) (7) (8) (12)	First Lien Debt	S +	5.00%	9.59%	7/15/2027	39,356	39,008		39,308		2.13
Artifact Bidco, Inc.	(6)	First Lien Debt	S +	4.50%	8.83%	7/1/2031	31,700	31,397		31,700		1.72
Artifact Bidco, Inc.	(6) (16)	First Lien Debt	S +	4.50%	8.83%	7/1/2031	—	(36)		—		—
Artifact Bidco, Inc.	(6) (16)	First Lien Debt	S +	4.50%	8.83%	7/1/2030	—	(51)		—		—
AuditBoard, Inc.	(6) (8)	First Lien Debt	S +	4.75%	9.08%	7/14/2031	22,200	21,989		22,200		1.21
AuditBoard, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.08%	7/14/2031	—	(49)		—		—
AuditBoard, Inc.	(6) (8) (16)	First Lien Debt	S +	4.75%	9.08%	7/14/2031	—	(39)		—		—
Bottomline Technologies, Inc.	(6) (9)	First Lien Debt	S +	5.75%	10.32%	5/14/2029	3,656	3,603		3,656		0.20
Bottomline Technologies, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75%	10.32%	5/15/2028	—	(3)		—		—
CLEO Communications Holding, LLC	(6) (7) (8)	First Lien Debt	S +	5.50%	9.96%	6/9/2027	39,698	39,511		39,698		2.15
CLEO Communications Holding, LLC	(6) (8) (16)	First Lien Debt	S +	5.50%	9.96%	6/9/2027	—	(51)		—		—
Coupa Holdings, LLC	(6) (9)	First Lien Debt	S +	5.50%	10.09%	2/27/2030	2,253	2,207		2,243		0.12
Coupa Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	10.09%	2/27/2030	—	(10)		(5)		—
Coupa Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.50%	10.09%	2/27/2029	—	(14)		(4)		—
Cyara AcquisitionCo, LLC	(6) (8)	First Lien Debt	S +	6.25% (incl. 2.25% PIK)	10.85%	6/28/2029	5,830	5,718		5,830		0.32
Cyara AcquisitionCo, LLC	(6) (8) (16)	First Lien Debt	S +	6.25% (incl. 2.25% PIK)	10.85%	6/28/2029	—	(6)		—		—
Diligent Corporation	(6) (9)	First Lien Debt	S +	5.00%	10.09%	8/2/2030	28,138	27,943		28,138		1.53
Diligent Corporation	(6) (9) (16)	First Lien Debt	S +	5.00%	10.09%	8/2/2030	—	(28)		—		—
Diligent Corporation	(6) (9) (16)	First Lien Debt	S +	5.00%	10.09%	8/2/2030	—	(18)		—		—
E-Discovery AcquireCo, LLC	(6) (8)	First Lien Debt	S +	6.25%	10.70%	8/29/2029	19,505	19,120		19,427		1.05
E-Discovery AcquireCo, LLC	(6) (8) (16)	First Lien Debt	S +	6.25%	10.70%	8/29/2029	—	(39)		(10)		—
Everbridge Holdings, LLC	(6) (9)	First Lien Debt	S +	5.00%	9.59%	7/2/2031	39,380	39,194		39,380		2.14
Everbridge Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.59%	7/2/2031	4,374	4,337		4,374		0.24
Everbridge Holdings, LLC	(6) (9) (16)	First Lien Debt	S +	5.00%	9.59%	7/2/2031	—	(21)		—		—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Formstack Acquisition Co	(6) (8)	First Lien Debt	S +	5.25%	9.58%	3/28/2030	10,896	$	10,749	$	10,828	0.59	%
Formstack Acquisition Co	(6) (8) (16)	First Lien Debt	S +	5.25%	9.58%	3/28/2030	1,089	1,053		1,061		0.06
Formstack Acquisition Co	(6) (8) (16)	First Lien Debt	S +	5.25%	9.58%	3/28/2030	219	190		205		0.01
Fullsteam Operations, LLC	(6) (8)	First Lien Debt	S +	8.25%	12.91%	11/27/2029	10,860	10,576		10,860		0.59
Fullsteam Operations, LLC	(6) (8) (16)	First Lien Debt	S +	8.25%	12.91%	11/27/2029	5,672	5,483		5,672		0.31
Fullsteam Operations, LLC	(6) (8) (16)	First Lien Debt	S +	8.25%	12.91%	11/27/2029	—	(15)		—		—
Granicus, Inc.	(6) (9)	First Lien Debt	S +	5.75% (incl. 2.25% PIK)	10.34%	1/17/2031	12,874	12,761		12,874		0.70
Granicus, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75% (incl. 2.25% PIK)	10.34%	1/17/2031	6,972	6,906		6,970		0.38
Granicus, Inc.	(6) (9) (16)	First Lien Debt	S +	5.75% (incl. 2.25% PIK)	10.34%	1/17/2031	—	(16)		—		—
GS AcquisitionCo, Inc.	(6) (7) (8)	First Lien Debt	S +	5.25%	9.58%	5/25/2028	74,547	74,178		74,547		4.05
GS AcquisitionCo, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	9.58%	5/25/2028	15	14		15		—
GS AcquisitionCo, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	9.58%	5/25/2028	—	(13)		—		—
Hootsuite, Inc.	(6) (12)	First Lien Debt	S +	5.50%	9.83%	5/22/2030	22,388	22,077		22,190		1.20
Hootsuite, Inc.	(6) (12) (16)	First Lien Debt	S +	5.50%	9.83%	5/22/2030	—	(34)		(22)		—
Icefall Parent, Inc.	(6) (8)	First Lien Debt	S +	6.50%	10.86%	1/25/2030	5,323	5,229		5,239		0.28
Icefall Parent, Inc.	(6) (8) (16)	First Lien Debt	S +	6.50%	10.86%	1/25/2030	—	(9)		(8)		—
Kaseya, Inc.	(6) (9)	First Lien Debt	S +	5.50%	10.09%	6/25/2029	14,329	14,180		14,329		0.78
Kaseya, Inc.	(6) (9)	First Lien Debt	S +	5.50%	10.09%	6/25/2029	220	215		220		0.01
Kaseya, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	10.09%	6/25/2029	216	208		216		0.01
LegitScript, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.11%	6/24/2029	26,300	25,926		26,300		1.43
LegitScript, LLC	(6) (9)	First Lien Debt	S +	5.75%	10.11%	6/24/2029	695	686		695		0.04
LegitScript, LLC	(6) (9) (16)	First Lien Debt	S +	5.75%	10.11%	6/24/2028	1,333	1,285		1,333		0.07
LogRhythm, Inc.	(6) (8)	First Lien Debt	S +	7.50%	11.86%	7/2/2029	9,091	8,838		8,925		0.48
LogRhythm, Inc.	(6) (8) (16)	First Lien Debt	S +	7.50%	11.86%	7/2/2029	—	(25)		(17)		—
Montana Buyer, Inc.	(6) (9)	First Lien Debt	S +	5.00%	9.36%	7/22/2029	8,511	8,452		8,511		0.46
Montana Buyer, Inc.	(6) (16)	First Lien Debt	P +	4.00%	11.50%	7/22/2028	168	163		168		0.01
Nasuni Corporation	(6) (9)	First Lien Debt	S +	5.75%	10.18%	9/10/2030	14,483	14,274		14,483		0.79
Nasuni Corporation	(6) (9) (16)	First Lien Debt	S +	5.75%	10.18%	9/10/2030	—	(43)		—		—
Netwrix Corporation And Concept Searching, Inc.	(6) (9)	First Lien Debt	S +	4.75%	9.26%	6/11/2029	6,901	6,853		6,857		0.37
Netwrix Corporation And Concept Searching, Inc.	(6) (9) (16)	First Lien Debt	S +	4.75%	9.26%	6/11/2029	—	(3)		(3)		—
Oak Purchaser, Inc.	(6) (9)	First Lien Debt	S +	5.50%	9.83%	4/28/2028	3,336	3,309		3,307		0.18
Oak Purchaser, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	9.83%	4/28/2028	1,993	1,974		1,968		0.11
Oak Purchaser, Inc.	(6) (9) (16)	First Lien Debt	S +	5.50%	9.83%	4/28/2028	—	(2)		(3)		—
Optimizely North America, Inc.	(6) (9) (12)	First Lien Debt	S +	5.00%	9.36%	10/30/2031	8,394	8,312		8,312		0.45

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Interest Rate(3)	Maturity Date	Par Amount/ Shares(4)		Cost(5)		Fair Value		Percentage of Net Assets
Optimizely North America, Inc.	(6) (9) (12)	First Lien Debt	E +	5.25%	8.11%	10/30/2031	€	3,090	$	3,324	$	3,168	0.17	%
Optimizely North America, Inc.	(6) (9) (12)	First Lien Debt	SA +	5.50%	10.20%	10/30/2031	£	1,030	1,327		1,277		0.07
Optimizely North America, Inc.	(6) (9) (12) (16)	First Lien Debt	S +	5.00%	9.36%	10/30/2031	—		(12)		(12)		—
PDFTron Systems, Inc.	(6) (8) (12) (16)	First Lien Debt	S +	5.00%	9.59%	7/15/2026	2,567		2,519		2,557		0.14
Pound Bidco, Inc.	(6) (8) (12)	First Lien Debt	S +	6.00%	10.86%	2/1/2027	22,180		22,008		22,122		1.20
Pound Bidco, Inc.	(6) (8) (12) (16)	First Lien Debt	S +	6.00%	10.86%	2/1/2027	528		528		522		0.03
Pound Bidco, Inc.	(6) (7) (8) (12) (16)	First Lien Debt	S +	6.00%	10.86%	2/1/2027	—		(8)		(3)		—
Project Leopard Holdings, Inc.	(10) (12)	First Lien Debt	S +	5.25%	9.94%	7/20/2029	6,154		5,840		5,493		0.30
Reorganized Mobileum Acquisition Co, LLC	(6) (8)	First Lien Debt	S +	6.00% (incl. 5.00% PIK)	10.45%	9/11/2029	187		187		187		0.01
Revalize, Inc.	(6) (8)	First Lien Debt	S +	5.75%	10.49%	4/15/2027	19,255		19,205		17,949		0.97
Revalize, Inc.	(6) (8) (16)	First Lien Debt	S +	5.75%	10.49%	4/15/2027	51		51		47		—
Riskonnect Parent, LLC	(6) (9)	First Lien Debt	S +	5.25%	9.57%	12/7/2028	5,679		5,586		5,635		0.31
Riskonnect Parent, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.57%	12/7/2028	4,187		4,103		4,145		0.23
Riskonnect Parent, LLC	(6) (9) (16)	First Lien Debt	S +	5.25%	9.57%	12/7/2028	—		(15)		(7)		—
Runway Bidco, LLC	(6) (10)	First Lien Debt	S +	5.00%	9.33%	12/17/2031	10,928		10,819		10,819		0.59
Runway Bidco, LLC	(6) (10) (16)	First Lien Debt	S +	5.00%	9.33%	12/17/2031	—		(14)		(13)		—
Runway Bidco, LLC	(6) (10) (16)	First Lien Debt	S +	5.00%	9.33%	12/17/2031	—		(14)		(13)		—
Securonix, Inc.	(6) (9)	First Lien Debt	S +	7.00% (incl. 3.75% PIK)	12.34%	4/5/2028	21,010		20,782		19,151		1.04
Securonix, Inc.	(6) (9) (16)	First Lien Debt	S +	7.00% (incl. 3.75% PIK)	12.34%	4/5/2028	85		49		(249)		(0.01)
Trunk Acquisition, Inc.	(6) (8)	First Lien Debt	S +	6.00%	10.48%	2/19/2030	8,869		8,827		8,822		0.48
Trunk Acquisition, Inc.	(6) (8)	First Lien Debt	S +	6.00%	10.48%	2/19/2030	742		735		735		0.04
Trunk Acquisition, Inc.	(6) (8) (16)	First Lien Debt	S +	6.00%	10.48%	2/19/2030	—		(4)		(4)		—
Trunk Acquisition, Inc.	(6) (8) (16)	First Lien Debt	S +	6.00%	10.48%	2/19/2026	—		(2)		(4)		—
User Zoom Technologies, Inc.	(6) (9)	First Lien Debt	S +	7.00%	12.25%	4/5/2029	38,689		38,145		38,689		2.10
									696,522		698,438		37.91
Wireless Telecommunication Services
Mobile Communications America, Inc.	(6) (7) (8)	First Lien Debt	S +	5.25%	9.78%	10/16/2029	5,895		5,820		5,895		0.32
Mobile Communications America, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	9.78%	10/16/2029	366		352		366		0.02
Mobile Communications America, Inc.	(6) (8) (16)	First Lien Debt	S +	5.25%	9.78%	10/16/2029	240		229		240		0.01
									6,401		6,501		0.35
Total Debt Investments									$	3,758,444	$	3,733,103	202.65	%

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Acquisition Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
Equity Investments
Aerospace & Defense
PCX Holding Corp.	(6) (14) (15)	Common Equity			4/22/2021	6,538	$	654	$	446	0.02	%


Automobile Components
Shelby Co-invest, LP (Spectrum Automotive)	(6) (14) (15)	Common Equity			06/29/21	8,500	850		1,463		0.08
							850		1,463		0.08
Commercial Services & Supplies
Encore Holdings, LLC	(6) (14) (15)	Common Equity			11/21/21	3,013	395		1,103		0.06
Procure Acquiom Financial, LLC (Procure Analytics)	(6) (14) (15)	Common Equity			12/20/21	1,000,000	1,000		1,470		0.08
Surewerx Topco, LP	(6) (12) (14) (15)	Common Equity			12/28/22	512	512		684		0.04
							1,907		3,257		0.18
Containers & Packaging
BP Purchaser, LLC	(6) (14) (15)	Common Equity			12/10/21	1,383,156	1,379		659		0.04
BP Purchaser, LLC Rights	(6) (14) (15)	Common Equity			03/12/24	1,666,989	75		83		0.00
FORTIS Solutions Group, LLC	(6) (15)	Preferred Equity		12.25%	06/24/22	1,000,000	1,337		980		0.05
							2,791		1,722		0.09
Distributors
48Forty Solutions, LLC	(6) (14) (15)	Common Equity			11/01/24	2,748	—		—		0.00
							—		—		0.00
Diversified Consumer Services
Eclipse Topco, Inc.	(6) (15)	Preferred Equity		12.50% PIK	09/05/24	120	1,180		1,175		0.06
LUV Car Wash	(6) (14) (15)	Common Equity			04/06/22	123	123		83		0.00
							1,303		1,258		0.07
Electrical Equipment
Sparkstone Electrical Group	(6) (14) (15)	Common Equity			10/15/24	1,500	150		150		0.01
							150		150		0.01
Food Products
Pet Holdings, Inc. (Brightpet)	(6) (14) (15)	Common Equity			03/22/21	17,543	2,013		1,028		0.06
							2,013		1,028		0.06
Health Care Providers & Services
mPulse Mobile, Inc.	(6) (14) (15)	Common Equity			12/17/21	165,761	1,220		2,117		0.11
SDB Holdco, LLC	(6) (14) (15)	Common Equity			03/29/24	5,460,555	—		—		0.00
Suveto Buyer, LLC	(6) (12) (14) (15)	Common Equity			11/19/21	19,257	1,926		1,870		0.10
Vardiman Black Holdings, LLC	(6) (15)	Preferred Equity		6.00% PIK	03/29/24	2,649,446	1,809		923		0.05

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments-non-controlled/non-affiliated(1) (2)	Footnotes	Investment	Reference Rate and Spread		Acquisition Date	Par Amount/ Shares(4)	Cost(5)		Fair Value		Percentage of Net Assets
							$	4,955	$	4,910	0.27	%
Insurance Services
Amerilife Holdings, LLC	(6) (14) (15)	Common Equity			09/01/22	908	25		54		0.00
Frisbee Holdings, LP (Fetch)	(6) (14) (15)	Common Equity			10/31/22	21,744	277		350		0.02
Integrity Marketing Acquisition, LLC	(6) (15)	Preferred Equity		10.50%	12/21/21	3,250,000	4,402		4,323		0.23
							4,704		4,727		0.26
IT Services
CSC Thrive Holdings, LP (Thrive Networks)	(6) (14) (15)	Common Equity			03/01/21	162,309	421		1,082		0.06
Help HP SCF Investor, LP (Help/Systems)	(12) (14) (15)	Common Equity			05/12/21	9,619,564	12,461		17,193		0.93
Recovery Point Systems, Inc.	(6) (14) (15)	Common Equity			03/05/21	1,000,000	1,000		570		0.03
							13,882		18,845		1.02
Professional Services
Abacus Data Holdings, Inc. (AbacusNext)	(6) (14) (15)	Common Equity			02/09/24	67,388	2,981		1,571		0.09
Verdantas, LLC	(6) (14) (15)	Common Equity			05/03/24	4,780	5		6		0.00
Verdantas, LLC	(6) (15)	Preferred Equity		10.00%	05/03/24	473,220	506		572		0.03
							3,492		2,149		0.12
Real Estate Management & Development
Pritchard Industries, LLC	(6) (14) (15)	Common Equity			10/13/21	1,882,739	1,937		1,770		0.10

Software
Diligent Corporation	(6) (15)	Preferred Equity		10.50%	04/05/21	5,000	7,037		7,110		0.39
Fullsteam Operations, LLC	(6) (14) (15)	Common Equity			11/27/23	2,966	100		239		0.01
Knockout Intermediate Holdings I, Inc.	(6) (15)	Preferred Equity		11.75%	06/25/22	2,790	3,668		3,784		0.21
Reorganized Mobileum Grandparent, LLC	(6) (14) (15)	Common Equity			09/12/24	25,375	—		—		0.00
Revalize, Inc.	(6) (15)	Preferred Equity	S +	10.00%	12/14/21	2,255	3,196		3,272		0.18
Reveal Data Solutions	(6) (14) (15)	Common Equity			08/29/23	477,846	621		783		0.04
RSK Holdings, Inc. (Riskonnect)	(6) (15)	Preferred Equity	S +	10.50%	07/07/22	1,012,200	1,423		1,478		0.08
							16,045		16,666		0.90
Total Equity Investments							$	54,683	$	58,391	3.17	%
Total Portfolio Investments							$	3,813,127	$	3,791,494	205.82	%
Cash and Cash Equivalents
J.P. Morgan US Government Money Market Fund							$	8,976	$	8,976	0.49	%
Cash							63,396		63,396		3.44
Total Cash and Cash Equivalents							$	72,372	$	72,372	3.93	%
Total Portfolio Investments, Cash and Cash Equivalents							$	3,885,499	$	3,863,866	209.75	%

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


(1)			Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term “Company” shall include the Company’s consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments (including preferred equity investments) are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”), the Company would be deemed to “control” a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2024 the Company does not “control” any of these portfolio companies. Under the 1940 Act, the Company would be deemed an “affiliated person” of a portfolio company if the Company owns 5% or more of the portfolio company’s outstanding voting securities. As of December 31, 2024, the Company is not an “affiliated person” of any of its portfolio companies.
(2)			Unless otherwise indicated, the Company’s investments are pledged as collateral supporting the amounts outstanding under the Truist Credit Facility (as defined below). See Note 6 “Debt”.
(3)			Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either CORRA ("C") or EURIBOR ("E") or SOFR ("S") or SONIA ("SA") 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, 2024. 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, 2024. As of December 31, 2024, the reference rates for our variable rate loans were the C at 3.32%, 1-month E at 2.85%, 1-month S at 4.33%, 3-month S at 4.31%, 6-month S at 4.25%, SA at 4.70% and the P at 7.50%.
(4)			Par amount is presented for debt investments, while the number of shares or units owned is presented for equity investments. Par amount is denominated in U.S. Dollars ("$" or "USD") unless otherwise noted, Euro ("€"), Great British Pound (“GBP”), or Canadian dollar ("CAD").
(5)			The cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(6)			These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company's Valuation Designee, under the supervision of the Board of Directors (the "Board of Directors" or the "Board") (see Note 2 and Note 5), pursuant to the Company’s valuation policy.
(7)			Assets or a portion thereof are pledged as collateral for the BNP Funding Facility (as defined below). See Note 6 “Debt”.
(8)			Loan includes interest rate floor of 1.00%.
(9)			Loan includes interest rate floor of 0.75%.
(10)			Loan includes interest rate floor of 0.50%.
(11)			The investment includes an exit fee that is receivable upon certain conditions being met. See Note 2 "Significant Accounting Policies".
(12)			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, 2024, non-qualifying assets represented 7.63% of total assets as calculated in accordance with regulatory requirements.

(13)			Investment was on non-accrual status as of December 31, 2024.

(14)			Non-income producing security.
(15)			Securities exempt from registration under the Securities Act of 1933, as amended and may be deemed to be “restricted securities”. As of December 31, 2024, the aggregate fair value of these securities is $58,391 or 3.17% of the Company’s net assets. The initial acquisition dates have been included for such securities.

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

First Lien Debt

48Forty Solutions, LLC

Revolver

11/30/2029

1,547

(548)

ARI Network Services, Inc.

Revolver

8/28/2026

1,841

(7)

AWP Group Holdings, Inc.

Delayed Draw Term Loan

8/23/2026

1,284

—

AWP Group Holdings, Inc.

Revolver

12/23/2030

750

—

Abacus Data Holdings, Inc. (AbacusNext)

Revolver

3/10/2027

1,400

—

Accordion Partners, LLC

Delayed Draw Term Loan

11/15/2026

4,565

(22)

Accordion Partners, LLC

Revolver

11/17/2031

3,043

(30)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Advarra Holdings, Inc.

Delayed Draw Term Loan

9/14/2026

—

Alert Media, Inc.

Revolver

4/12/2027

4,266

(62)

Amerilife Holdings, LLC

Delayed Draw Term Loan

6/17/2026

1,335

—

Amerilife Holdings, LLC

Revolver

8/31/2028

437

—

Answer Acquisition, LLC

Revolver

12/30/2026

1,249

(8)

Any Hour, LLC

Delayed Draw Term Loan

5/23/2026

6,255

(66)

Any Hour, LLC

Revolver

5/23/2030

1,801

(19)

Apex Service Partners, LLC

Revolver

10/24/2029

932

—

Apollo Acquisition, Inc.

Delayed Draw Term Loan

12/30/2026

6,094

(30)

Apollo Acquisition, Inc.

Revolver

12/30/2030

2,437

(24)

Appfire Technologies, LLC

Delayed Draw Term Loan

3/31/2025

569

—

Appfire Technologies, LLC

Delayed Draw Term Loan

6/28/2026

4,005

—

Appfire Technologies, LLC

Revolver

3/9/2028

155

—

Applitools, Inc.

Revolver

5/25/2028

433

(4)

Aptean, Inc.

Delayed Draw Term Loan

1/30/2026

537

(1)

Aptean, Inc.

Revolver

1/30/2031

984

(1)

Arcoro Holdings Corp.

Revolver

3/28/2030

1,957

(14)

Artifact Bidco, Inc.

Delayed Draw Term Loan

5/22/2027

7,759

—

Artifact Bidco, Inc.

Revolver

7/26/2030

5,542

—

Ascend Partner Services, LLC

Delayed Draw Term Loan

8/9/2026

8,418

—

Ascend Partner Services, LLC

Revolver

8/11/2031

673

—

Assembly Intermediate, LLC

Revolver

10/19/2027

2,074

—

Associations, Inc.

Delayed Draw Term Loan

7/3/2028

705

—

Associations, Inc.

Revolver

7/3/2028

339

—

Atlas Us Finco, Inc.

Revolver

12/9/2028

186

—

AuditBoard, Inc.

Delayed Draw Term Loan

7/12/2026

10,571

—

AuditBoard, Inc.

Revolver

7/14/2031

4,229

—

Avalara, Inc.

Revolver

10/19/2028

1,040

—

Bottomline Technologies, Inc.

Revolver

5/15/2028

267

—

Bradyplus Holdings, LLC

Delayed Draw Term Loan

10/31/2025

184

—

Bridgepointe Technologies, LLC

Delayed Draw Term Loan

6/3/2026

1,578

(18)

Bullhorn, Inc.

Delayed Draw Term Loan

5/11/2026

386

—

Bullhorn, Inc.

Revolver

10/1/2029

717

—

CLEO Communications Holding, LLC

Revolver

6/9/2027

12,502

—

COP Collisionright Parent, LLC

Delayed Draw Term Loan

1/29/2026

1,842

(22)

COP Collisionright Parent, LLC

Revolver

1/29/2030

884

(10)

CRCI Longhorn Holdings, Inc.

Delayed Draw Term Loan

8/27/2026

2,471

—

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

CRCI Longhorn Holdings, Inc.

Revolver

8/27/2031

906

—

Caerus US 1, Inc.

Revolver

5/25/2029

1,083

(33)

Carr, Riggs and Ingram Capital, LLC

Delayed Draw Term Loan

11/18/2026

2,188

(11)

Carr, Riggs and Ingram Capital, LLC

Revolver

11/18/2031

875

(9)

Catalis Intermediate, Inc.

Revolver

8/4/2027

2,778

(42)

Cerity Partners, LLC

Delayed Draw Term Loan

6/7/2026

1,141

—

Cerity Partners, LLC

Revolver

7/30/2029

236

—

Chase Intermediate, LLC

Delayed Draw Term Loan

8/31/2025

6,276

(9)

Chase Intermediate, LLC

Revolver

10/30/2028

530

—

Citrin Cooperman Advisors, LLC

Delayed Draw Term Loan

12/13/2025

1,263

—

ComPsych Investment Corp.

Delayed Draw Term Loan

7/23/2027

4,000

—

Consor Intermediate II, LLC

Delayed Draw Term Loan

5/10/2026

4,577

(26)

Consor Intermediate II, LLC

Revolver

5/12/2031

1,220

(7)

Coupa Holdings, LLC

Delayed Draw Term Loan

8/27/2025

1,085

(5)

Coupa Holdings, LLC

Revolver

2/27/2029

831

(4)

Cyara AcquisitionCo, LLC

Revolver

6/28/2029

313

—

Diligent Corporation

Delayed Draw Term Loan

4/30/2026

4,118

—

Diligent Corporation

Revolver

8/2/2030

2,745

—

Drivecentric Holdings, LLC

Revolver

8/15/2031

3,529

(3)

Dwyer Instruments, Inc.

Delayed Draw Term Loan

11/20/2026

505

(2)

Dwyer Instruments, Inc.

Revolver

7/20/2029

1,387

—

E-Discovery AcquireCo, LLC

Revolver

8/29/2029

2,384

(10)

EVDR Purchaser, Inc.

Delayed Draw Term Loan

8/14/2025

5,881

—

EVDR Purchaser, Inc.

Revolver

2/14/2031

2,940

—

Eclipse Buyer, Inc.

Delayed Draw Term Loan

9/6/2026

719

—

Eclipse Buyer, Inc.

Revolver

9/6/2031

365

—

Encore Holdings, LLC

Delayed Draw Term Loan

10/31/2026

126

(1)

Encore Holdings, LLC

Delayed Draw Term Loan

12/20/2026

2,500

(6)

Encore Holdings, LLC

Revolver

11/23/2027

539

(2)

Energy Labs Holdings Corp.

Delayed Draw Term Loan

5/24/2026

477

(4)

Energy Labs Holdings Corp.

Revolver

4/7/2028

222

(3)

Essential Services Holding Corporation

Delayed Draw Term Loan

6/17/2026

4,773

—

Essential Services Holding Corporation

Revolver

6/17/2030

2,983

—

Everbridge Holdings, LLC

Delayed Draw Term Loan

7/2/2026

6,783

—

Everbridge Holdings, LLC

Revolver

7/2/2031

4,463

—

Excelitas Technologies Corp.

Delayed Draw Term Loan

5/1/2025

—

Excelitas Technologies Corp.

Delayed Draw Term Loan

5/1/2026

2,000

(19)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Excelitas Technologies Corp.

Revolver

8/14/2028

131

(1)

FLS Holding, Inc.

Revolver

12/17/2027

901

(96)

FMG Suite Holdings, LLC

Revolver

10/30/2026

2,319

(18)

FORTIS Solutions Group, LLC

Delayed Draw Term Loan

6/24/2025

688

—

FORTIS Solutions Group, LLC

Revolver

10/15/2027

1,754

—

FPG Intermediate Holdco, LLC

Delayed Draw Term Loan

12/31/2025

—

Formstack Acquisition Co

Delayed Draw Term Loan

3/30/2026

3,273

(21)

Formstack Acquisition Co

Revolver

3/28/2030

1,969

(12)

Foundation Risk Partners Corp.

Revolver

10/29/2029

6,709

—

Fullsteam Operations, LLC

Delayed Draw Term Loan

8/25/2025

4,083

—

Fullsteam Operations, LLC

Delayed Draw Term Loan

2/23/2026

807

—

Fullsteam Operations, LLC

Delayed Draw Term Loan

5/1/2026

2,250

—

Fullsteam Operations, LLC

Delayed Draw Term Loan

6/30/2026

250

—

Fullsteam Operations, LLC

Revolver

11/27/2029

608

—

GC Waves Holdings, Inc.

Delayed Draw Term Loan

10/4/2026

3,398

(26)

GC Waves Holdings, Inc.

Revolver

10/4/2030

331

(2)

GI DI Cornfield Acquisition, LLC

Delayed Draw Term Loan

5/31/2026

15,667

(152)

GPS Merger Sub, LLC

Delayed Draw Term Loan

10/2/2026

1,274

—

GPS Merger Sub, LLC

Revolver

10/2/2029

1,019

—

GS AcquisitionCo, Inc.

Delayed Draw Term Loan

3/26/2026

—

GS AcquisitionCo, Inc.

Revolver

5/25/2028

2,470

—

Galway Borrower, LLC

Delayed Draw Term Loan

2/6/2026

1,257

—

Galway Borrower, LLC

Revolver

9/29/2028

2,029

—

Gateway US Holdings, Inc.

Revolver

9/22/2028

—

Granicus, Inc.

Delayed Draw Term Loan

1/17/2026

1,955

(2)

Granicus, Inc.

Revolver

1/17/2031

1,800

—

GraphPad Software, LLC

Delayed Draw Term Loan

6/28/2026

7,184

—

GraphPad Software, LLC

Revolver

6/30/2031

2,993

—

Ground Penetrating Radar Systems, LLC

Delayed Draw Term Loan

4/2/2027

7,733

—

Ground Penetrating Radar Systems, LLC

Revolver

4/2/2031

2,279

—

HSI Halo Acquisition, Inc.

Delayed Draw Term Loan

6/28/2026

2,685

—

HSI Halo Acquisition, Inc.

Revolver

6/28/2030

2,165

—

Heartland Veterinary Partners, LLC

Revolver

12/10/2026

375

—

Helios Service Partners, LLC

Delayed Draw Term Loan

2/10/2025

5,193

(36)

Helios Service Partners, LLC

Revolver

3/19/2027

1,290

—

Hercules Borrower, LLC

Delayed Draw Term Loan

4/5/2026

4,519

(14)

Hercules Borrower, LLC

Delayed Draw Term Loan

4/17/2025

2,176

(670)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Higginbotham Insurance Agency, Inc.

Delayed Draw Term Loan

3/27/2026

5,655

(24)

High Street Buyer, Inc.

Delayed Draw Term Loan

3/11/2026

7,587

(25)

High Street Buyer, Inc.

Revolver

4/16/2027

2,136

—

Hootsuite, Inc.

Revolver

5/22/2030

2,500

(22)

Hyland Software, Inc.

Revolver

9/19/2029

1,879

—

IG Investment Holdings, LLC

Revolver

9/22/2028

1,211

(11)

Icefall Parent, Inc.

Revolver

1/25/2030

507

(8)

Imagine 360, LLC

Delayed Draw Term Loan

9/20/2026

1,718

—

Imagine 360, LLC

Revolver

10/2/2028

1,064

—

Inszone Mid, LLC

Delayed Draw Term Loan

11/10/2025

1,082

—

Inszone Mid, LLC

Delayed Draw Term Loan

7/24/2026

10,025

—

Inszone Mid, LLC

Revolver

11/12/2029

1,569

—

Integrity Marketing Acquisition, LLC

Revolver

8/25/2028

434

—

Invictus Buyer, LLC

Delayed Draw Term Loan

6/3/2026

1,688

(5)

Invictus Buyer, LLC

Revolver

6/3/2031

625

(2)

Iris Buyer, LLC

Delayed Draw Term Loan

4/2/2025

340

—

Iris Buyer, LLC

Revolver

10/2/2029

1,001

—

KENG Acquisition, Inc.

Delayed Draw Term Loan

8/1/2025

1,346

(7)

KENG Acquisition, Inc.

Delayed Draw Term Loan

7/17/2026

1,465

(7)

KENG Acquisition, Inc.

Revolver

8/1/2029

878

(4)

Kaseya, Inc.

Delayed Draw Term Loan

6/23/2025

637

—

Kaseya, Inc.

Revolver

6/25/2029

642

—

LJ Avalon Holdings, LLC

Delayed Draw Term Loan

10/1/2025

1,339

—

LJ Avalon Holdings, LLC

Revolver

2/1/2029

675

—

LeadVenture, Inc.

Delayed Draw Term Loan

8/28/2026

826

(3)

LegitScript, LLC

Revolver

6/24/2028

2,833

—

Lightspeed Buyer, Inc.

Delayed Draw Term Loan

6/1/2025

545

—

Lightspeed Buyer, Inc.

Revolver

2/3/2027

146

—

LogRhythm, Inc.

Revolver

7/2/2029

909

(16)

MAI Capital Management Intermediate, LLC

Delayed Draw Term Loan

8/29/2026

1,869

—

MAI Capital Management Intermediate, LLC

Revolver

8/29/2031

894

—

MHE Intermediate Holdings, LLC

Revolver

7/21/2027

2,000

—

MRI Software, LLC

Delayed Draw Term Loan

9/4/2026

—

MRI Software, LLC

Revolver

2/10/2027

2,174

(2)

Magneto Components Buyco, LLC

Delayed Draw Term Loan

6/5/2025

3,035

(21)

Magneto Components Buyco, LLC

Revolver

12/5/2029

2,529

(17)

Magnolia Wash Holdings

Revolver

7/14/2028

(7)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Majesco

Revolver

9/21/2027

1,575

—

Mantech International CP

Delayed Draw Term Loan

6/14/2025

636

—

Mantech International CP

Revolver

9/14/2028

507

—

Mobile Communications America, Inc.

Delayed Draw Term Loan

10/16/2025

1,553

—

Mobile Communications America, Inc.

Revolver

10/16/2029

720

—

Model N, Inc.

Delayed Draw Term Loan

6/26/2026

3,265

—

Model N, Inc.

Revolver

6/27/2031

1,741

—

Montana Buyer, Inc.

Revolver

7/22/2028

812

—

NSi Holdings, Inc.

Delayed Draw Term Loan

11/15/2026

1,316

(6)

NSi Holdings, Inc.

Revolver

11/15/2031

1,316

(13)

Nasuni Corporation

Revolver

9/10/2030

3,017

—

Netwrix Corporation And Concept Searching, Inc.

Revolver

6/11/2029

431

(3)

Oak Purchaser, Inc.

Delayed Draw Term Loan

2/1/2025

878

(8)

Oak Purchaser, Inc.

Revolver

4/28/2028

372

(3)

Optimizely North America, Inc.

Revolver

10/30/2031

1,236

(12)

PDFTron Systems, Inc.

Revolver

7/15/2026

5,133

(6)

PDI TA Holdings, Inc.

Delayed Draw Term Loan

2/1/2026

2,301

(12)

PDI TA Holdings, Inc.

Revolver

2/3/2031

2,280

(12)

PMA Parent Holdings, LLC

Revolver

1/31/2031

214

(3)

PT Intermediate Holdings III, LLC

Delayed Draw Term Loan

4/8/2026

2,937

—

Pareto Health Intermediate Holdings, Inc.

Delayed Draw Term Loan

6/20/2026

5,602

(28)

Pareto Health Intermediate Holdings, Inc.

Revolver

6/1/2029

792

—

Patriot Growth Insurance Services, LLC

Revolver

10/16/2028

2,243

—

Peter C. Foy & Associates Insurance Services, LLC

Delayed Draw Term Loan

4/23/2026

269

(1)

Peter C. Foy & Associates Insurance Services, LLC

Revolver

11/1/2027

832

—

Pound Bidco, Inc.

Delayed Draw Term Loan

2/1/2027

1,631

(4)

Pound Bidco, Inc.

Delayed Draw Term Loan

2/1/2027

—

Pound Bidco, Inc.

Revolver

2/1/2027

1,163

(3)

Procure Acquireco, Inc. (Procure Analytics)

Delayed Draw Term Loan

10/31/2026

700

(3)

Procure Acquireco, Inc. (Procure Analytics)

Revolver

12/20/2028

238

—

Project Accelerate Parent, LLC

Revolver

2/24/2031

1,250

—

Project Boost Purchaser, LLC

Revolver

5/2/2028

273

—

Project Potter Buyer, LLC

Revolver

4/23/2026

1,173

—

Promptcare Infusion Buyer, Inc.

Delayed Draw Term Loan

10/19/2025

1,389

(18)

Pye-Barker Fire & Safety, LLC

Delayed Draw Term Loan

5/24/2026

6,778

—

Pye-Barker Fire & Safety, LLC

Revolver

5/24/2030

3,189

—

RFS Opco, LLC

Revolver

4/4/2029

410

(2)

Table of Contents

Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Randy's Holdings, Inc.

Delayed Draw Term Loan

11/1/2025

1,580

—

Randy's Holdings, Inc.

Revolver

11/1/2029

594

—

Raptor Merger Sub Debt, LLC

Revolver

4/1/2029

1,953

(7)

Recovery Point Systems, Inc.

Revolver

8/12/2026

4,000

—

Redwood Services Group, LLC

Delayed Draw Term Loan

2/5/2026

151

(1)

Revalize, Inc.

Revolver

4/15/2027

(1)

Ridge Trail US Bidco, Inc.

Delayed Draw Term Loan

8/30/2027

8,268

(22)

Ridge Trail US Bidco, Inc.

Revolver

3/31/2031

2,012

(5)

Riskonnect Parent, LLC

Delayed Draw Term Loan

3/1/2026

1,264

(10)

Riskonnect Parent, LLC

Revolver

12/7/2028

915

(7)

RoadOne IntermodaLogistics

Revolver

12/29/2028

255

(6)

Routeware, Inc.

Delayed Draw Term Loan

9/18/2026

1,477

—

Routeware, Inc.

Revolver

9/18/2031

341

—

Runway Bidco, LLC

Delayed Draw Term Loan

12/17/2026

2,715

(13)

Runway Bidco, LLC

Revolver

12/17/2031

1,357

(13)

SV Newco 2, Inc.

Delayed Draw Term Loan

5/31/2026

14,319

(113)

SV Newco 2, Inc.

Revolver

6/2/2031

8,591

(68)

Securonix, Inc.

Revolver

4/5/2028

3,697

(327)

Sherlock Buyer Corp.

Revolver

12/8/2027

1,286

—

Smarsh, Inc.

Delayed Draw Term Loan

2/18/2025

536

—

Smarsh, Inc.

Revolver

2/16/2029

161

—

Sonny's Enterprises, LLC

Delayed Draw Term Loan

6/5/2026

1,302

(42)

Spark Buyer, LLC

Delayed Draw Term Loan

10/15/2026

875

(6)

Spark Buyer, LLC

Revolver

10/15/2031

438

(6)

Spectrum Automotive Holdings Corp.

Delayed Draw Term Loan

3/24/2026

8,432

(47)

Spectrum Automotive Holdings Corp.

Revolver

6/29/2027

881

(5)

Stepping Stones Healthcare Services, LLC

Delayed Draw Term Loan

4/25/2026

1,125

(3)

Stepping Stones Healthcare Services, LLC

Revolver

12/30/2026

625

—

Superman Holdings, LLC

Delayed Draw Term Loan

8/28/2026

6,552

—

Superman Holdings, LLC

Revolver

8/29/2031

2,901

—

Surewerx Purchaser III, Inc.

Delayed Draw Term Loan

12/28/2025

1,128

—

Surewerx Purchaser III, Inc.

Revolver

12/28/2028

341

—

Suveto

Revolver

9/9/2027

1,231

(12)

Suveto Buyer, LLC

Delayed Draw Term Loan

11/15/2026

240

(1)

Sweep Purchaser, LLC

Revolver

6/30/2027

1,406

—

Tamarack Intermediate, LLC

Revolver

3/13/2028

900

—

Tank Holding Corp.

Delayed Draw Term Loan

11/22/2025

—

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)

Investments — non-controlled/non-affiliated

Commitment Type

Commitment Expiration Date

Unfunded Commitment

Fair Value

Tank Holding Corp.

Revolver

3/31/2028

800

(16)

Thrive Buyer, Inc. (Thrive Networks)

Revolver

1/22/2027

661

—

Tidi Legacy Products, Inc.

Delayed Draw Term Loan

6/19/2025

494

(1)

Tidi Legacy Products, Inc.

Revolver

12/19/2029

356

(1)

Transit Technologies, LLC

Delayed Draw Term Loan

8/20/2026

2,841

—

Transit Technologies, LLC

Revolver

8/20/2030

1,704

—

Trintech, Inc.

Revolver

7/25/2029

2,092

(31)

Triple Lift, Inc.

Revolver

5/5/2028

4,000

(171)

Trunk Acquisition, Inc.

Delayed Draw Term Loan

12/20/2026

755

(4)

Trunk Acquisition, Inc.

Revolver

2/19/2026

857

(4)

Two Six Labs, LLC

Delayed Draw Term Loan

10/9/2025

2,200

(6)

Two Six Labs, LLC

Revolver

8/20/2027

2,134

(6)

UHY Advisors, Inc.

Delayed Draw Term Loan

11/22/2026

2,208

(11)

UHY Advisors, Inc.

Revolver

11/21/2031

584

(6)

United Flow Technologies Intermediate Holdco II, LLC

Delayed Draw Term Loan

6/21/2026

4,465

—

United Flow Technologies Intermediate Holdco II, LLC

Revolver

6/21/2030

990

—

UpStack, Inc.

Delayed Draw Term Loan

8/23/2026

3,750

—

UpStack, Inc.

Revolver

8/25/2031

1,275

—

V Global Holdings, LLC

Revolver

12/22/2025

279

(14)

VRC Companies, LLC

Revolver

6/29/2027

1,653

—

Vardiman Black Holdings, LLC

Delayed Draw Term Loan

3/29/2026

—

Vehlo Purchaser, LLC

Delayed Draw Term Loan

10/5/2025

14,495

(91)

Vehlo Purchaser, LLC

Revolver

5/24/2028

143

(1)

Vensure Employer Services, Inc.

Delayed Draw Term Loan

9/27/2026

1,719

—

Verdantas, LLC

Delayed Draw Term Loan

11/8/2026

2,500

(18)

Verdantas, LLC

Revolver

5/6/2030

1,754

(18)

Vertex Service Partners, LLC

Delayed Draw Term Loan

10/1/2026

734

(3)

Vertex Service Partners, LLC

Revolver

11/8/2030

—

Vessco Midco Holdings, LLC

Delayed Draw Term Loan

7/24/2026

2,750

—

Vessco Midco Holdings, LLC

Revolver

7/24/2031

1,244

—

Victors Purchaser, LLC

Delayed Draw Term Loan

8/15/2026

1,213

—

Victors Purchaser, LLC

Revolver

8/15/2031

570

—

World Insurance Associates, LLC

Revolver

4/3/2028

1,269

(28)

YI, LLC

Delayed Draw Term Loan

6/1/2025

1,178

—

YI, LLC

Revolver

12/3/2029

883

—

Zarya Intermediate, LLC

Revolver

7/1/2027

3,649

(4)

iCIMS, Inc.

Revolver

8/18/2028

—

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Morgan Stanley Direct Lending Fund

Consolidated Schedule of Investments (continued)

December 31, 2024

(In thousands, except share amounts)


Investments — non-controlled/non-affiliated	Commitment Type	Commitment Expiration Date	Unfunded Commitment		Fair Value
mPulse Mobile, Inc.	Revolver	12/17/2027	$	1,734	$	(22)
Total First Lien Debt Unfunded Commitments			$	564,839	$	(3,621)
Total Unfunded Commitments			$	564,839	$	(3,621)

Additional Information

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

Counterparty

Hedged Instrument

Company Receives

Company Pays

Maturity Date

Notional Amount

Fair Value

Upfront Payments/Receipts

Change in Unrealized Appreciation/(Depreciation)

BNP Paribas

2029 Notes

6.41%

S + 2.37%

5/17/2029

350,000

445

—

445


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

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Morgan Stanley Direct Lending Fund

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2025

(In thousands, except shares and per share amounts)

(1) ORGANIZATION

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

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

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

On January 26, 2024, the Company closed its initial public offering (“IPO”), issuing 5,000,000 shares of its common stock, par value $0.001 per share (the “Common Stock”) at a public offering price of $20.67 per share. Net of underwriting fees, the Company received net cash proceeds, before offering expenses, of $97.1 million. The Company’s Common Stock began trading on the NYSE under the symbol “MSDL” on January 24, 2024.

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(2) SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company's functional currency is U.S. Dollars ("USD") and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to Regulation S-X. As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments and reclassifications, consisting solely of normal recurring accruals considered necessary for the fair presentation of consolidated financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that the Company may ultimately achieve for the year ending December 31, 2025.

Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position, or the consolidated results of operations as previously reported.

Use of Estimates

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

Consolidation

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

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

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of demand deposits and highly liquid investments with original maturities of three months or less, and restricted cash pledged as collateral. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.

Money Market Funds

Investments in money market funds are valued at NAV per share and are included in Investments in unaffiliated money market fund in the Consolidated Statement of Assets and Liabilities.

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

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

Derivative Instruments

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

Revenue Recognition

Interest Income

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

PIK Income

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

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Dividend Income

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

Other Income

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

Non-Accrual Investments

Investments are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is reversed when an investment 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 investment is placed on non-accrual status. Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual investments 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 an investment on non-accrual status if the investment has sufficient collateral value and is in the process of collection.

As of June 30, 2025 and December 31, 2024, the Company had certain investments in four and two portfolio companies, respectively, that were on non-accrual status. The amortized cost of investments on non-accrual status as of June 30, 2025 and December 31, 2024 was $28,434 and $8,117, respectively.

Offering Costs

Offering costs consist of fees and expenses incurred in connection with equity offerings. Offering costs are charged against the proceeds from equity offerings when proceeds are received.

Deferred Financing Costs and Debt Issuance Costs

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

Income Taxes

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

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

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

In addition, based on the excise distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed. For the three and six months ended June 30, 2025, the Company accrued $200 and $827 of U.S. federal excise tax, respectively. For the three and six months ended June 30, 2024, the Company accrued $500 and $936 of U.S. federal excise tax, respectively.

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

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Segment Reporting

The Company operates through a single operating and reporting segment with an investment objective to generate current income and, to a lesser extent, capital appreciation, primarily from directly originated senior secured term loans. The Company’s chief operating decision maker (the “CODM”) includes the Chief Executive Officer, President, Chief Financial Officer, and Chief Operating Officer. The CODM uses the net increase (decrease) in net assets resulting from operations to assess the performance and makes operating decisions of the Company. The evaluation of this metric is used in determining the Company’s distribution policy, portfolio construction and deployment, and strategic initiatives. Segment assets are reflected on the accompanying Consolidated Statements of Assets and Liabilities as “total assets” and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its financial statement disclosures.

(3)SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

On November 25, 2019, the Company entered into an investment advisory agreement with our Adviser (the "Original Investment Advisory Agreement").

On January 24, 2024, the Company entered into the Amended and Restated Investment Advisory Agreement with the Adviser (as amended and restated, the “Investment Advisory Agreement”). The Investment Advisory Agreement was most recently re-approved by the Board in August 2025 and will continue from year to year if approved annually the Board of Directors or the Company’s stockholders, including, in each case, a majority of the directors who are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act (the "Independent Directors").

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

Base Management Fee

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

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

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

For the three and six months ended June 30, 2025, Base Management Fees were $9,624 and $18,601, net of waiver, respectively. For the three and six months ended June 30, 2024, Base Management Fees were and $6,479 and $11,612, net of waiver, respectively. As of June 30, 2025 and December 31, 2024, $9,624 and $7,042, respectively, were payable to the Investment Adviser relating to Base Management Fees.

Incentive Fee

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

i.Incentive Fee Based on Income

The first part is determined and paid quarterly based on the Company's pre-incentive fee net investment income, and is subject to an Incentive Fee Cap (as defined below) pursuant to the Investment Advisory Agreement. Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Administration Agreement (as defined below), any interest expense and distributions paid on any issued and outstanding preferred stock, but excluding the incentive fee.

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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 PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Investment Adviser is not obligated to return any incentive fee it receives on PIK interest that is later determined to be uncollectible in cash.

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

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

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

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

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

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

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

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

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

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For the three and six months ended June 30, 2025, income based incentive fees were $9,279 and $18,747, net of waiver respectively. For the three and six months ended June 30, 2024, income based incentive fees were $9,903 and $20,028, net of waiver respectively. As of June 30, 2025 and December 31, 2024, $9,279 and $8,956, respectively, were payable to the Investment Adviser relating to income based incentive fees.

ii.Incentive Fee Based on Capital Gains

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

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

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

For the three and six months ended June 30, 2025, the Investment Adviser accrued $0 and $0 capital gains incentive fees. For the three and six months ended June 30, 2024, the Investment Adviser accrued $0 and $0 capital gains incentive fees. The Investment Advisory Agreement does not permit unrealized capital appreciation for purposes of calculating the amount payable to the Investment Adviser. Amounts due related to unrealized capital appreciation, if any, will not be paid to the Investment Adviser until realized under the terms of the Investment Advisory Agreement and determined based on the calculation. Incentive fees on Cumulative Capital Gains crystallize at calendar year-end.

As of June 30, 2025 and December 31, 2024, $0 and $0, respectively, were payable to the Investment Adviser relating to capital gains incentive fees payable.

Administration Agreement

MS Private Credit Administrative Services LLC (the “Administrator”) is the administrator of the Company pursuant to an administration agreement (the “Administration Agreement”). The Administrator is an indirect, wholly owned subsidiary of Morgan Stanley. Pursuant to the Administration Agreement, the Administrator provides services and receives reimbursements from the Company for its costs and expenses and the Company’s allocable portion of overhead costs incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s allocable portion of the compensation paid to its Chief Financial Officer and Chief Compliance Officer. Reimbursement under the Administration Agreement occurs quarterly in arrears. The Administration Agreement will continue from year to year if approved annually by the Board, including a majority of the Independent Directors. The Administration Agreement was most recently re-approved in August 2025.

For the three and six months ended June 30, 2025, the Company incurred $85 and $145, respectively, in expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations.

For the three and six months ended June 30, 2024, the Company incurred $17 and $42, respectively, in expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations.

Amounts unpaid and included in payable to affiliates on the Consolidated Statements of Assets and Liabilities as of June 30, 2025 and December 31, 2024 were $52 and $29, respectively.

Sub-Administration Agreement

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

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MS Credit Partners Holdings, Inc. 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 pursuant to a subscription agreement entered into in December 2019, which had been fully funded as of October 4, 2023. As of June 30, 2025 and December 31, 2024, MS Credit Partners Holdings held approximately 11.2% and 11.0% of the Company’s outstanding shares of Common Stock, respectively. Morgan Stanley has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.

Morgan Stanley & Co. Related Transactions

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

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

Morgan Stanley & Co. LLC served as an underwriter in connection with the public offering of the Company’s 2030 Notes (as defined below in Note 6. “Debt”) and received fees of $210 at closing on May 19, 2025.

(4) INVESTMENTS

The information in the tables below is presented on an aggregate portfolio basis, without regard to whether the investments are non-controlled/ non-affiliated, non-controlled/affiliated or controlled/affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled, affiliated investments is contained in the accompanying consolidated financial statements, including the Consolidated Schedules of Investments.

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


	June 30, 2025						December 31, 2024
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First Lien Debt	$	3,682,846	$	3,650,847	96.4	%	$	3,669,886	$	3,654,538	96.5	%
Second Lien Debt	82,435		71,721		1.9		78,803		69,367		1.8
Other Debt Investments	11,280		9,773		0.3		9,755		9,198		0.2
Equity	54,646		53,155		1.4		54,683		58,391		1.5
Total	$	3,831,207	$	3,785,496	100.0	%	$	3,813,127	$	3,791,494	100.0	%

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


	June 30, 2025		December 31, 2024
Aerospace & Defense	2.2	%	2.2	%
Air Freight & Logistics	0.4		0.3
Automobile Components	3.1		3.0
Automobiles	3.7		3.6
Beverages	0.1		—
Biotechnology	0.7		0.7
Building Products	0.4		0.4
Chemicals	0.5		0.5
Commercial Services & Supplies	9.2		9.1
Construction & Engineering	2.1		2.0
Consumer Staples Distribution & Retail	0.7		0.7
Containers & Packaging	1.2		1.2
Distributors	2.0		2.3
Diversified Consumer Services	4.8		4.7
Electrical Equipment	0.3		0.1
Electronic Equipment, Instruments & Components	2.2		2.1

Financial Services	2.9		2.5
Food Products	1.4		2.0
Ground Transportation	0.7		0.6
Health Care Equipment & Supplies	0.3		0.6
Health Care Providers & Services	4.9		5.0
Health Care Technology	1.6		1.6
Industrial Conglomerates	1.5		1.2
Insurance Services	11.4		12.0
Interactive Media & Services	2.5		2.6
IT Services	8.3		8.9

Life Sciences Tools & Services	0.3		0.3
Machinery	1.1		0.9
Multi-Utilities	0.6		0.6
Pharmaceuticals	0.6		0.3
Professional Services	4.4		5.4
Real Estate Management & Development	4.1		3.6
Software	19.4		18.9
Wireless Telecommunication Services	0.4		0.1
Total	100.0	%	100.0	%

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


	June 30, 2025						December 31, 2024
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
Australia	$	13,000	$	13,153	0.3	%	$	8,798	$	8,970	0.2	%
Canada	118,220		119,453		3.2		153,734		154,953		4.1
United Kingdom	12,507		12,640		0.3		12,411		12,196		0.3
United States	3,687,480		3,640,250		96.2		3,638,184		3,615,375		95.4
Total	$	3,831,207	$	3,785,496	100.0	%	$	3,813,127	$	3,791,494	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, first and second lien debt, 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 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.

The valuation of investments which are illiquid or for which the pricing source, agent, service, and/or broker (as applicable) does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Valuation Designee or the Board, does not represent fair value, will each be valued as determined in good faith by the Valuation Designee, based on, among other things, the input of the Valuation Firms (as defined below).

As part of the valuation process, the Valuation Designee takes into account relevant factors and appropriate techniques in determining the fair value of the Company’s investments, with the assistance of the independent valuation firms ("Valuation Firms"). The 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 the discounted cash flow technique. Expected cash flows are projected based on contractual terms and discounted back to the measurement date based on a discount rate. Discount rate is determined based upon an assessment of current and expected yields for similar investments and risk profiles. Non-controlled equity investments are generally fair valued using a market approach and/or an income approach. The market approach typically utilizes market value multiples of comparable publicly traded companies. The income approach typically utilizes a discounted cash flow analysis of the portfolio company. The Valuation Designee, under the supervision of the Board of Directors undertakes a multi-step valuation process each quarter, as described below:

•With respect to each portfolio company or investment for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;

•With respect to each portfolio company or investment for which market quotations are not readily available, the Valuation Designee will engage one or more Valuation Firms to provide a preliminary independent valuations of the investments to the Valuation Designee. The Valuation Firms independently value such investments using quantitative and qualitative information according to the valuation methodologies in the Investment Adviser’s valuation policy;

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•The Valuation Designee reviews the recommended valuations and determines the fair value of each investment;

•The Valuation Designee provides to the valuation committee, which is comprised of members of the Investment Adviser’s senior management, its valuation recommendation along with valuation-related information for each portfolio company or investment;

•Each quarter, the Audit Committee reviews the valuation assessments provided by the Valuation Designee and provides the Board with a report of the results of such review; and

•The Board and Audit Committee each oversee the Valuation Designee and the valuation process.

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

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

The following tables present the fair value hierarchy of investments:


	June 30, 2025								December 31, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
First Lien Debt	$	—	$	20,600	$	3,630,247	$	3,650,847	$	—	$	51,329	$	3,603,209	$	3,654,538
Second Lien Debt	—		21,978		49,743		71,721		—		36,016		33,351		69,367
Other Debt Investments	—		—		9,773		9,773		—		—		9,198		9,198
Equity	—		—		37,172		37,172		—		—		41,198		41,198
Subtotal	$	—	$	42,578	$	3,726,935	$	3,769,513	$	—	$	87,345	$	3,686,956	$	3,774,301
Investment measured at net asset value(1)							15,983								17,193
Total Investments							$	3,785,496							$	3,791,494
Cash and cash equivalents	$	52,216	$	—	$	—	$	52,216	$	63,396	$	—	$	—	$	63,396
Unaffiliated money market fund	$	27,410	$	—	$	—	$	27,410	$	8,976	$	—	$	—	$	8,976

(1) The Company, as a practical expedient, estimates the fair value of its investment in Help HP SCF Investor, LP using the net asset value of the Company’s members’ interest in the entity. As such, the fair value has not been classified within the fair value hierarchy.

The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the three months ended June 30, 2025:


	First Lien Debt		Second Lien Debt		Other Debt Investments		Equity		Total Investments
Fair value, beginning of period	$	3,631,679	$	49,212	$	9,603	$	37,872	$	3,728,366
Purchases of investments(1)	204,003		—		—		—		204,003
Proceeds from principal repayments and sales of investments(2)	(207,470)		—		—		—		(207,470)
Accretion of discount/amortization of premium	3,796		21		6		—		3,823
Payment-in-kind	3,091		278		267		482		4,118
Net change in unrealized appreciation (depreciation)	(4,879)		232		(103)		(1,182)		(5,932)
Net realized gains (losses)	27		—		—		—		27
Transfers into/(out) of Level 3(3)	—		—		—		—		—
Fair value, end of period	$	3,630,247	$	49,743	$	9,773	$	37,172	$	3,726,935

Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2025	$	(4,482)	$	232	$	(103)	$	(1,182)	$	(5,535)

(1) Purchases may include investments received in corporate action and restructurings.

(2) Sales may include investments received in corporate action and restructurings.

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

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The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the six months ended June 30, 2025:


	First Lien Debt		Second Lien Debt		Other Debt Investments		Equity		Total Investments
Fair value, beginning of period	$	3,603,209	$	33,351	$	9,198	$	41,198	$	3,686,956
Purchases of investments(1)	409,348		3,064		1,021		1,154		414,587
Proceeds from principal repayments and sales of investments(2)	(410,112)		—		—		(4,149)		(414,261)
Accretion of discount/amortization of premium	8,028		50		10		—		8,088
Payment-in-kind	7,018		516		493		1,027		9,054
Net change in unrealized appreciation (depreciation)	(16,067)		(815)		(949)		(3,990)		(21,821)
Net realized gains (losses)	(1,345)		—		—		1,932		587
Transfers into/(out) of Level 3(3)	30,168		13,577		—		—		43,745
Fair value, end of period	$	3,630,247	$	49,743	$	9,773	$	37,172	$	3,726,935

Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2025	$	(13,796)	$	(814)	$	(949)	$	(2,621)	$	(18,180)

(1) Purchases may include investments received in corporate action and restructurings.

(2) Sales may include investments received in corporate action and restructurings.

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 June 30, 2024:


	First Lien Debt		Second Lien Debt		Other Debt Investments		Equity		Total Investments
Fair value, beginning of period	$	3,093,759	$	82,186	$	2,163	$	41,565	$	3,219,673
Purchases of investments(1)	493,351		—		5,770		497		499,618
Proceeds from principal repayments and sales of investments(2)	(274,169)		(14,780)		—		—		(288,949)
Accretion of discount/amortization of premium	4,238		255		4		—		4,497
Payment-in-kind	2,207		230		95		701		3,233
Net change in unrealized appreciation (depreciation)	4,840		(605)		435		(1,258)		3,412
Net realized gains (losses)	—		—		—		—		—
Transfers into/(out) of Level 3(3)	(5,174)		—		—		—		(5,174)
Fair value, end of period	$	3,319,052	$	67,286	$	8,467	$	41,505	$	3,436,310

Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2024	$	3,387	$	(414)	$	435	$	(1,295)	$	2,113

(1) Purchases may include investments received in corporate action and restructurings.

(2) Sales may include investments received in corporate action and restructurings.

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 six months ended June 30, 2024:

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	First Lien Debt		Second Lien Debt		Other Debt Investments		Equity		Total Investments
Fair value, beginning of period	$	2,979,870	$	96,848	$	2,064	$	38,572	$	3,117,354
Purchases of investments(1)	660,813		836		5,770		2,516		669,935
Proceeds from principal repayments and sales of investments(2)	(337,511)		(25,230)		—		—		(362,741)
Accretion of discount/amortization of premium	6,744		426		6		—		7,176
Payment-in-kind	4,700		365		114		1,281		6,460
Net change in unrealized appreciation (depreciation)	10,775		(5,959)		513		(864)		4,465
Net realized gains (losses)	(4,750)		—		—		—		(4,750)
Transfers into/(out) of Level 3(3)	(1,589)		—		—		—		(1,589)
Fair value, end of period	$	3,319,052	$	67,286	$	8,467	$	41,505	$	3,436,310

Net change in unrealized appreciation (depreciation) from investments still held as of June 30, 2024	$	9,438	$	(5,932)	$	513	$	(864)	$	3,155

(1) Purchases may include investments received in corporate action and restructurings.

(2) Sales may include investments received in corporate action and restructurings.

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


	June 30, 2025
					Range(1)
Asset Category	Fair Value		Valuation Technique (2)	Significant Unobservable Input	Low		High		Weighted Average(3)
Investments in first lien debt	$	3,602,320	Yield Analysis	Discount Rate	7.09	%	91.46	%	10.07	%
	27,927		Market Approach	EBITDA Multiple	7.50x		10.00x		8.53x
Investments in second lien debt	46,640		Yield Analysis	Discount Rate	10.34	%	20.30	%	18.71	%
	3,103		Market Approach	EBITDA Multiple					8.25x
Investments in other securities:
Other debt	8,637		Yield Analysis	Discount Rate	14.45	%	15.20	%	14.62	%
	1,136		Market Approach	EBITDA Multiple	8.25x		9.00x		8.30x
Preferred equity	18,879		Income Approach	Discount Rate	11.84	%	16.26	%	14.43	%
	3,893		Market Approach	EBITDA Multiple	8.25x		14.75x		13.13x
Common equity	11,541		Market Approach	EBITDA Multiple	1.50x		19.00x		11.62x
	2,859		Market Approach	Revenue Multiple	9.00x		22.25x		12.44x

Total Investments	$	3,726,935

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

(2) During the six months ended June 30, 2025, two preferred equity positions with a combined fair value of $3.2 million transitioned from an income approach to a market approach valuation technique, three debt investments with a combined fair value of $27.9 million transitioned from a yield analysis to market approach valuation technique, and one debt investment with a fair value of $1.2 million transitioned from market approach to yield analysis valuation technique.

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

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	December 31, 2024
					Range(1)
Asset Category	Fair Value		Valuation Technique (2)	Significant Unobservable Input	Low		High		Weighted Average(3)
Investments in first lien debt	$	3,597,236	Yield Analysis	Discount Rate	8.05	%	34.06	%	10.31	%
	5,973		Market Approach	EBITDA Multiple					6.50x
Investments in second lien debt	33,351		Yield Analysis	Discount Rate	10.18	%	16.41	%	15.09	%
Investments in other securities
Other debt	8,313		Yield Analysis	Discount Rate	9.42	%	14.90	%	10.74	%
	885		Market Approach	EBITDA Multiple					9.00x
Preferred equity	22,694		Income Approach	Discount Rate	12.15	%	17.50	%	13.71	%
	923		Market Approach	EBITDA Multiple					8.50x
Common equity	14,442		Market Approach	EBITDA Multiple	3.90x		18.70x		13.47x
	3,139		Market Approach	Revenue Multiple	7.60x		12.70x		8.80x

Total Investments	$	3,686,956

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

(2) During the year ended December 31, 2024, one unsecured debt position with a fair value of $2.01 million transitioned from an income approach to a yield analysis valuation technique.

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

Financial instruments disclosed but not carried at fair value

The Company’s debt is presented at carrying value on the Consolidated Statements of Assets and Liabilities. The fair value of the Company’s 2027 Notes is based on third party pricing received by the Company. The fair value of the Company’s credit facilities, 2025 Notes, 2029 Notes and 2030 Notes is estimated in accordance with the Company's valuation policy. The carrying value, fair value and level of the Company’s debt were as follows:


		June 30, 2025				December 31, 2024
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value

BNP Funding Facility	3	$	316,000	$	316,000	$	316,000	$	316,000
Truist Credit Facility	3	613,188		613,188		617,401		617,401
2027 Notes(1)	2	422,832		421,940		422,174		418,370
2025 Notes(1)	3	—		—		274,144		275,000
2029 Notes(1)(2)	3	351,535		357,322		343,760		350,455
2030 Notes(1)(2)	3	346,699		354,539		—		—
Total		$	2,050,254	$	2,062,989	$	1,973,479	$	1,977,226

(1)As of June 30, 2025, the carrying value of the Company’s 2027 Notes, 2025 Notes, 2029 Notes and 2030 Notes were presented net of unamortized debt issuance costs of $1,822, $0, $2,775 and $4,176 and unamortized original issuance discount of $346, $0, $3,013 and $3,664, respectively. As of December 31, 2024, the carrying value of the Company’s 2027 Notes, 2025 Notes, 2029 Notes and 2030 Notes were presented net of unamortized debt issuance costs of $2,374, $856 $3,297 and $0 and unamortized original issuance discount of $452, $0, $3,398 and $0, respectively.

(2)Inclusive of change in fair market value of effective hedge.

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

(6) DEBT

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The Company’s debt obligations were as follows.


	June 30, 2025						December 31, 2024
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion

BNP Funding Facility	$	600,000	$	316,000	$	284,000	$	600,000	$	316,000	$	284,000
Truist Credit Facility(1)	1,450,000		613,188		829,037		1,300,000		617,401		680,770
2027 Notes(2)	425,000		425,000		—		425,000		425,000		—
2025 Notes(2)(3)	—		—		—		275,000		275,000		—
2029 Notes(2)	350,000		350,000		—		350,000		350,000		—
2030 Notes(2)	350,000		350,000		—		—		—		—
Total	$	3,175,000	$	2,054,188	$	1,113,037	$	2,950,000	$	1,983,401	$	964,770

(1)As of June 30, 2025 and December 31, 2024, a letter of credit of $7,775 and $1,828, respectively, was outstanding, which reduced the unused availability under the Truist Credit Facility by the same amount. Under the Truist Credit Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of June 30, 2025 and December 31, 2024, the Company had borrowings denominated in Euros (EUR) of 3,298 and 3,298, respectively, Canadian dollars (CAD) of 3,300 and 300, respectively and Pound Sterling (GBP) of 1,020 and 1,020, respectively.

(2)As of June 30, 2025, the carrying value of the Company’s 2027 Notes, 2025 Notes, 2029 Notes and 2030 Notes were presented net of unamortized debt issuance costs of $1,822, $0, $2,775 and $4,176 and unamortized original issuance discount of $346, $0, $3,013 and $3,664, respectively. As of December 31, 2024, the carrying value of the Company’s 2027 Notes, 2025 Notes, 2029 Notes and 2030 Notes were presented net of unamortized debt issuance costs of $2,374, $856 $3,297 and $0 and unamortized original issuance discount of $452, $0, $3,398 and $0, respectively.

(3)The 2025 Notes were redeemed on June 16, 2025.

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


	For the Three Months Ended						For the Six Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Combined weighted average interest rate (1)	6.02		%	6.57		%	6.06		%	6.63		%
Combined weighted average effective interest rate (2)	6.47		%	7.03		%	6.47		%	7.07		%
Combined weighted average debt outstanding	$	2,046,092		$	1,578,492		$	2,038,571		$	1,520,644

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

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

As of June 30, 2025 and December 31, 2024, the Company was in compliance with all covenants and other requirements of each of the credit facilities, and each of the respective unsecured notes.

BNP Funding Facility

On October 14, 2020, Financing SPV entered into a Revolving Credit and Security Agreement (as amended, restated or otherwise modified from time to time, the “Credit and Security Agreement”) with Financing SPV, 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 June 30, 2025, the borrowing capacity under the BNP Funding Facility was $600,000. The applicable margin on borrowings during the reinvestment period is 2.25% and, after the reinvestment period, 2.75%. The obligations of Financing SPV under the BNP Funding Facility are secured by the assets held by Financing SPV. The BNP Funding Facility reinvestment period ends on August 21, 2027 and the facility has a final maturity date of August 21, 2029.

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


	For the Three Months Ended						For the Six Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Borrowing interest expense	$	5,250		$	5,095		$	10,444		$	11,245
Facility unused commitment fees	470			472			935			787
Amortization of deferred financing costs	408			413			808			827
Total	$	6,128		$	5,980		$	12,187		$	12,859
Weighted average interest rate	6.57		%	8.18		%	6.57		%	8.18		%
Weighted average effective interest rate	7.08		%	8.84		%	7.08		%	8.78		%
Weighted average outstanding balance	$	316,000		$	246,527		$	316,000		$	271,846

Truist Credit Facility

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On July 16, 2021, the Company entered into a Senior Secured Revolving Credit Agreement with Truist Bank (as amended, restated or otherwise modified from time to time, the “Truist Credit Facility"). The maximum principal amount of the Truist Credit Facility is $1,450,000, subject to availability under the borrowing base. The Truist Credit Facility includes an uncommitted accordion feature that, as of June 30, 2025, allows the Company, under certain circumstances, to increase the borrowing capacity to up to $2,175,000. The Truist Credit Facility is guaranteed by certain domestic subsidiaries of the Company (the “Guarantors”). The Company’s obligations to the lenders under the Truist Credit Facility are secured by a first priority security interest in substantially all of the assets of the Company and each Guarantor, subject to certain exceptions.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the Truist Credit Facility bear interest at a per annum rate equal to, (x) for loans for which the Company elects the base rate option, the “alternate base rate” (which is the highest of (a) the prime rate as publicly announced by Truist Bank, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5%, and (c) Term SOFR (as defined in the Truist Credit Facility agreement) on such day plus 1% per annum) plus either (A) 0.65% or (B) 0.775%, based on certain borrowing base conditions and (y) for loans for which the Company elects the term benchmark option, Term SOFR, for borrowings denominated in U.S. dollars, or the applicable term benchmark rate for borrowings denominated in certain foreign currencies, in each case for the related interest period for such borrowing plus (A) 1.65% or (B) 1.775% per annum, based on certain borrowing base conditions, or such other applicable margin as is applicable to such foreign currency borrowings. The Company pays an unused fee of 0.350% per annum on the daily unused amount of the revolver commitments. The Company pays letter of credit participation fees and a fronting fee on the average daily amount of any letter of credit issued and outstanding under the Truist Credit Facility, as applicable. The availability period of the Truist Credit Facility will terminate on February 23, 2029 and has a final maturity date of February 25, 2030.

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


	For the Three Months Ended						For the Six Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Borrowing interest expense	$	8,773		$	8,531		$	19,226		$	17,158
Facility unused commitment fees	803			781			1,442			1,416
Amortization of deferred financing costs	642			517			1,202			1,029
Total	$	10,218		$	9,829		$	21,870		$	19,603
Weighted average interest rate	6.20		%	7.35		%	6.25		%	7.34		%
Weighted average effective interest rate	6.65		%	7.80		%	6.64		%	7.78		%
Weighted average outstanding balance	$	560,037		$	458,887		$	612,212		$	462,259

Unsecured Notes

2027 Notes

On February 11, 2022, the Company issued $425,000 in aggregate principal amount of 4.50% notes due 2027 (the restricted securities initially issued on February 11, 2022 together with the unrestricted securities issued pursuant to the exchange offer described below, the “2027 Notes”) pursuant to the First Supplemental Indenture dated February 11, 2022 (the “First Supplemental Indenture”), which supplements a base indenture, dated as of February 11, 2022 (as may be further amended, supplemented or otherwise modified from time to time, the “Base Indenture” and together with the First Supplemental Indenture, the “February 2027 Notes Indenture”).

The 2027 Notes will mature on February 11, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the February 2027 Notes Indenture. Interest on the 2027 Notes is due semiannually in February and August of each year. The 2027 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2027 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

Pursuant to a Registration Statement on Form N-14 (File No. 333-264774), filed on July 20, 2022, the Company closed an exchange offer in which holders of the 2027 Notes that were restricted because they were issued in a private placement were offered the opportunity to exchange such notes for new, registered notes with substantially identical terms. Through this exchange offer, holders representing 85.87% of the outstanding principal of the then restricted 2027 Notes obtained registered unrestricted 2027 Notes.

The summary information of 2027 Notes is as follows:

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	For the Three Months Ended						For the Six Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Borrowing interest expense	$	4,781		$	4,781		$	9,563		$	9,563
Accretion of original issuance discount	53			53			106			106
Amortization of debt issuance costs	283			288			560			568
Total	$	5,117		$	5,122		$	10,229		$	10,237
Stated interest rate	4.50		%	4.50		%	4.50		%	4.50		%
Weighted average effective interest rate	4.77		%	4.77		%	4.76		%	4.76		%

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 had a fixed interest rate of 7.55% per year. The 2025 Notes were redeemed on June 16, 2025 in accordance with the terms of the Note Purchase Agreement. Interest on the 2025 Notes was due semiannually in February and August of each year. The Company’s obligations under the Note Purchase Agreement were general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The summary information of 2025 Notes is as follows:


	For the Three Months Ended						For the Six Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Borrowing interest expense	$	4,326		$	5,191		$	9,516		$	10,381

Amortization of debt issuance costs	303			302			605			604
Total	$	4,629		$	5,493		$	10,121		$	10,985
Stated interest rate	7.55		%	7.55		%	7.55		%	7.55		%
Weighted average effective interest rate	7.97		%	7.99		%	7.98		%	7.99		%

2029 Notes

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

The 2029 Notes will mature on May 17, 2029 and may be redeemed in whole or in part at the Company’s option at any time prior to April 17, 2029 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the March 2029 Notes Indenture and at par value on April 17, 2029 or thereafter. Interest on the 2029 Notes is due semiannually in May and November of each year. The 2029 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the 2029 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

Pursuant to a Registration Statement on Form N-14 (File No. 333-283653), which went effective on January 14, 2025, the Company closed an exchange offer in which holders of the 2029 Notes that were restricted because they were issued in a private placement were offered the opportunity to exchange such notes for new, registered notes with substantially identical terms. Through this exchange offer, holders representing 99.32% of the outstanding principal of the then restricted 2029 Notes obtained registered, unrestricted 2029 Notes.

In connection with the offering of the 2029 Notes, the Company entered into over-the-counter interest rate swaps pursuant to which the Company receives a fixed interest rate of 6.413% per annum and pays a floating interest rate of SOFR + 2.37% per annum on $350,000 of the 2029 Notes on a quarterly basis, commencing with the quarter ended June 30, 2025. For the three and six months ended June 30, 2025, the Company paid no periodic payments. The swap adjusted interest expense is included as a component of "interest and other financing expenses" on the Company's Consolidated Statements of Operations. As of June 30, 2025, the interest rate swaps had a fair value of $7,363. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps are either included as a component of "accrued expenses and other liabilities" or "other assets" on the Company's Consolidated Statements of Assets and Liabilities.

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The change in fair value of the interest rate swaps is offset by the change in fair value of the 2029 Notes, with the remaining difference included as a component of interest and other "financing expenses" on the Company's Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of 2029 Notes is as follows:


	For the Three Months Ended						For the Six Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Borrowing interest expense	$	5,567		$	2,631		$	10,949		$	2,631
Accretion of original issuance discount	194			96			385			96
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items	(27)			(7)			(51)			(7)
Amortization of debt issuance costs	259			158			574			158
Total	$	5,993		$	2,878		$	11,857		$	2,878
Stated interest rate	6.15		%	6.15		%	6.15		%	6.15		%
Weighted average effective interest rate	6.88		%	6.74		%	6.80		%	6.74		%

2030 Notes

On May 19, 2025, the Company issued $350,000 in aggregate principal amount of 6.000% notes due 2030 (the “2030 Notes”), pursuant to the Third Supplemental Indenture dated May 19, 2025 (the “Third Supplemental Indenture”), which supplements the Base Indenture (together with the Third Supplemental Indenture, the “2030 Notes Indenture”).

The 2030 Notes will mature on May 19, 2030 and may be redeemed in whole or in part at the Company’s option at any time prior to April 19, 2030 at par value plus a “make-whole” premium calculated in accordance with terms under “optional redemption” in the Indenture and at par value on April 19, 2030 or thereafter. The 2030 Notes bear interest at a rate of 6.000% per year payable semi-annually on May 19 and November 19 of each year, commencing on November 19, 2025. 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.

In connection with the offering of the 2030 Notes, the Company entered into over-the-counter interest rate swaps pursuant to which the Company receives a fixed interest rate of 6.25% per annum and pays a floating interest rate of SOFR + 2.54% per annum on $350,000 of the 2030 Notes on a quarterly basis, commencing with the quarter ending June 30, 2026. For the three and six months ended June 30, 2025, the Company paid no periodic payments. The swap adjusted interest expense is included as a component of "interest and other financing expenses" on the Company's Consolidated Statements of Operations. As of June 30, 2025, the interest rate swaps had a fair value of $4,549. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps are either included as a component of "accrued expenses and other liabilities" or "other assets" on the Company's Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swaps is offset by the change in fair value of the 2030 Notes, with the remaining difference included as a component of "interest and other financing expenses" on the Company's Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

The summary information of 2030 Notes is as follows:

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	For the Three Months Ended						For the Six Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Borrowing interest expense	$	2,450		$	—		$	2,450		$	—
Accretion of original issuance discount	88			—			88			—
Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items	(9)			—			(9)			—
Amortization of debt issuance costs	93			—			93			—
Total	$	2,622		$	—		$	2,622		$	—
Stated interest rate	6.00		%	—		%	6.00		%	—		%
Weighted average effective interest rate	6.44		%	—		%	6.44		%	—		%

(7) COMMITMENTS AND CONTINGENCIES

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

The Company’s investment portfolio contains debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of June 30, 2025 and December 31, 2024, the Company had $549,136 and $564,839 of unfunded commitments to fund delayed draw and revolving senior secured loans, respectively.

(8) NET ASSETS

Equity

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


	As of
	June 30, 2025		December 31, 2024
Total distributable earnings (loss), beginning of period	$	29,624	$	8,459
Net investment income (loss) after taxes	89,885		220,235
Net realized gain (loss)	640		(16,467)
Net unrealized appreciation (depreciation)	(24,759)		11,796
Dividends declared	(87,491)		(195,729)
Tax reclassification of stockholders’ equity	—		1,330
Total distributable earnings (loss), end of period	$	7,899	$	29,624

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

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

At-the-market (“ATM”) Offering

The Company may, from time to time, issue and sell shares of its common stock through public or ATM offerings.

On March 28, 2025, the Company entered into equity distribution agreements (the “Equity Distribution Agreements”) by and among the Company, the Adviser and each of Truist Securities, Inc., Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, Raymond James & Associates, Inc. and Regions Securities LLC (collectively, the “Sales Agents”).

The Equity Distribution Agreements provided that the Company could, from time to time, issue and sell shares of its Common Stock having an aggregate offering price of up to $300,000 through the Sales Agents, or to them as principal for their own respective accounts. Sales of the shares, if any, will be made in negotiated transactions or transactions that are deemed to be an ATM offering as defined in Rule 415(a)(4) under the Securities Act including sales made directly on or through The New York Stock Exchange or a similar securities exchange, sales made to or through a market maker other than on an exchange, at market prices related to prevailing market prices or negotiated prices.

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The Sales Agents are entitled to receive a commission from the Company of up to 1.5% of the gross sales price of any shares sold through or to the Sales Agents under the Equity Distribution Agreements.

For the three and six months ended June 30, 2025, there were no shares issued through ATM offerings.

Distributions

The Company adopted an “opt out” DRIP on January 26, 2024 as amended and restated effective December 7, 2024 (the "DRIP"). As a result, the Company’s stockholders who have not “opted out” of the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. The shares of Common Stock distributed in the Company’s DRIP are either through (i) newly issued shares of Common Stock or (ii) acquired by the plan administrator through the purchase of outstanding shares of Common Stock on the open market. If, on the payment date for any distribution, the most recently computed net asset value per share as of the DRIP is equal to or less than the closing market price plus estimated per share fees, the plan administrator will invest the distribution amount in newly issued shares of Common Stock. Otherwise, the plan administrator will invest the dividend amount in shares acquired by purchasing shares of Common Stock on the open market. The following table summarizes the distributions declared on shares of the Company’s Common Stock and shares distributed pursuant to the DRIP to stockholders who had not opted out of the DRIP.

The following table summarizes the Company’s distributions declared as well as the DRIP shares issued for the six months ended June 30, 2025 and June 30, 2024:


Date Declared	Record Date	Payment Date	Per Share Amount		Shares
For the six months ended June 30, 2025
February 27, 2025	March 31, 2025	April 25, 2025	$	0.50	438,274	(1)
May 08, 2025	June 30, 2025	July 25, 2025	0.50		400,773	(1)




			$	1.00	839,047
For the six months ended June 30, 2024
February 29, 2024	March 29, 2024	April 25, 2024	$	0.50	512,519
May 08, 2024	June 28, 2024	July 25, 2024	0.50		553,638	(1)


			$	1.00	1,066,157

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

Share Repurchase Plan

On January 25, 2024, the Company entered into a share repurchase plan (the "Company 10b5-1 Plan") to acquire up to $100 million in the aggregate of the Company’s Common Stock at prices below the Company’s net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company 10b5-1 Plan was approved by the Board of Directors on September 11, 2023 (the "Original Company 10b5-1 Plan"). On February 27, 2025, the Board authorized an amended and restated share repurchase plan (or the "Amended and Restated Company 10b5-1 Plan"). Under the Amended and Restated Company 10b5-1 Plan, the Company may acquire up to $100 million in the aggregate of Common Stock at prices below its net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Exchange Act. The Amended and Restated Company 10b5-1 Plan will terminate upon the earliest to occur of (i) 24-months from the commencement date of the Original Company 10b5-1 Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Amended and Restated Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described in the Amended and Restated Company 10b5-1 Plan.

The Amended and Restated Company 10b5-1 Plan requires Wells Fargo Securities, LLC, as the Company’s agent, to repurchase Common Stock on its behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced net asset value per share, including any distributions declared). Under the Amended and Restated Company 10b5-1 Plan, the volume of purchases would be expected to increase as the price of the Company’s Common Stock declines, subject to volume restrictions. The timing and amount of any share repurchases will depend on the terms and conditions of the Amended and Restated Company 10b5-1 Plan, the market price of the Company’s Common Stock and trading volumes, and no assurance can be given that Common Stock will be repurchased in any particular amount or at all. The repurchase of shares pursuant to the Amended and Restated Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit repurchases under certain circumstances. The Amended and Restated Company 10b5-1 Plan commenced on February 28, 2025.

The following table summarizes the shares repurchased under the Original Company 10b5-1 Plan and the Amended and Restated Company 10b5-1 Plan during the six months ended June 30, 2025:

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Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
January 1 - January 31, 2025*	11,401	$	20.31	11,401	$	81.9
February 1 - February 27, 2025*	—	—		—	81.9
February 28, 2025	20,789	20.24		20,789	99.6
March 1 - March 31, 2025	459,142	20.38		459,142	90.2
April 1 - April 30, 2025	753,096	18.79		753,096	76.1
May 1 - May 31, 2025	277,558	19.22		277,558	70.7
June 1 - June 30, 2025	26,473	19.54		26,473	70.2
Total Repurchases	1,548,459			1,548,459

* Purchased under the Original Company 10b5-1 Plan

No shares were repurchased under the Original Company's 10b5-1 Plan during the six months ended June 30, 2024.

(9) EARNINGS (LOSS) PER SHARE

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


	For the Three Months Ended				For the Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Numerator—net increase/(decrease) in net assets resulting from operations	$	36,096	$	59,045	$	65,766	$	110,729
Denominator—weighted average shares outstanding	87,189,801		89,271,839		87,798,346		88,315,183
Basic and diluted earnings (loss) per share	$	0.41	$	0.66	$	0.75	$	1.25

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(10) CONSOLIDATED FINANCIAL HIGHLIGHTS

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


	For the Six Months Ended
	June 30, 2025			June 30, 2024
Per Share Data:(1)
Net asset value, beginning of period	$	20.81		$	20.67
Net investment income (loss)	1.02			1.25
Net unrealized and realized gain (loss)(2)	(0.24)			(0.01)
Net increase (decrease) in net assets resulting from operations	0.78			1.24
Dividends declared	(1.00)			(1.00)

Issuance of common stock, net of underwriting and offering costs	—			(0.08)
Total increase (decrease) in net assets	(0.22)			0.16
Net asset value, end of period	$	20.59		$	20.83
Per share market value, end of period	18.72			21.85
Shares outstanding, end of period	86,962,629			89,407,009
Weighted average shares outstanding	87,798,346			88,315,183
Total return based on net asset value(3)	4.13		%	5.86		%
Total return based on market value(4)	(4.64)		%	11.04		%
Ratio/Supplemental Data (all amounts in thousands except ratios and shares):
Net assets, end of period(5)	$	1,790,299		$	1,861,961
Ratio of net expenses to average net assets(5)	11.15		%	8.99		%
Ratio of expenses before waivers to average net assets(5)	11.25		%	9.72		%
Ratio of net investment income to average net assets(5)	10.90		%	13.18		%


Asset coverage ratio(6)	187.00		%	211.02		%
Portfolio turnover rate	10.81		%	10.85		%

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

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

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

(4)Total return based on market value is calculated as the change in market value per share during the respective periods, taking into account distributions, if any, reinvested in accordance with the Company’s DRIP. For the six months ended June 30, 2024, the beginning market value per share is based on the initial public offering price of $20.67 per share and not annualized.

(5)Amounts are annualized except for incentive fees, organization and offering costs and other expenses for which expense support was provided, as applicable.

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

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(11) SENIOR SECURITIES

The following is information about the Company's senior securities as of dates indicated in the table below:


Class and Period	Total Amount Outstanding Exclusive of Treasury Securities(1)		Asset Coverage per Unit(2)	Liquidating Preference per Unit(3)	Average Market Value per Unit
	($ in thousands)		($ in thousands)
2025 Notes

December 31, 2024	$	275,000	1,930	—	N/A(4)
December 31, 2023	$	275,000	2,146	—	N/A(4)
December 31, 2022	$	275,000	1,912	—	N/A(4)
2027 Notes
June 30, 2025 (unaudited)	$	425,000	1,870	—	N/A(4)
December 31, 2024	$	425,000	1,930	—	N/A(4)
December 31, 2023	$	425,000	2,146	—	N/A(4)
December 31, 2022	$	425,000	1,912	—	N/A(4)
2029 Notes
June 30, 2025 (unaudited)	$	350,000	1,870	—	N/A(4)
December 31, 2024	$	350,000	1,930	—	N/A(4)
2030 Notes
June 30, 2025 (unaudited)	$	350,000	1,870	—	N/A(4)
Truist Credit Facility
June 30, 2025 (unaudited)	$	613,188	1,870	—	N/A(4)
December 31, 2024	$	617,401	1,930	—	N/A(4)
December 31, 2023	$	520,263	2,146	—	N/A(4)
December 31, 2022	$	432,254	1,912	—	N/A(4)
December 31, 2021	$	476,000	1,951	—	N/A(4)
BNP Funding Facility
June 30, 2025 (unaudited)	$	316,000	1,870	—	N/A(4)
December 31, 2024	$	316,000	1,930	—	N/A(4)
December 31, 2023	$	282,000	2,146	—	N/A(4)
December 31, 2022	$	400,000	1,912	—	N/A(4)
December 31, 2021	$	463,500	1,951	—	N/A(4)

CIBC Subscription Facility




December 31, 2021	$	310,350	1,951	—	N/A(4)
December 31, 2020	$	333,850	1,903	—	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.

(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 July 25, 2025, the Company’s Board of Directors appointed Michael Occi, Jr. as Chief Executive Officer of the Company and a member of the Board of Directors to succeed Jeffrey Levin following his resignation from such positions. Mr. Levin’s resignation was not the result of any disagreement with the Company. In addition, The Company’s Board of Directors appointed Ashwin Krishnan as Chief Investment Officer of the Company and Orit Mizrachi and Jeffrey Day as Co-Presidents of the Company, each effective as of July 25, 2025.

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On August 5, 2025, the Board declared a distribution of $0.50 per share, which is payable on or around October 24, 2025 to shareholders of record as of September 30, 2025.

On August 6, 2025, North Haven Private Credit CLO 1 LLC (the “Issuer”), a direct subsidiary of the Company, established pricing terms for a collateralized loan obligation (“CLO”) transaction and the notes to be issued by the Issuer.

The Issuer expects to issue approximately $401,200,000 in aggregate principal amount of notes collateralized by the assets held by the Issuer, consisting of $182,000,000 in Class A-1 Senior Secured Floating Rate Notes due 2037 and $50,000,000 in Class A-1 Senior Secured Floating Rate Loans due 2037, which will bear interest at a rate of three-month SOFR + 1.54%, $16,000,000 in Class A-2 Senior Secured Floating Rate Notes due 2037, which will bear interest at a rate of three-month SOFR + 1.70%, $24,000,000 in Class B Senior Secured Floating Rate Notes due 2037, which will bear interest at a rate of three-month SOFR + 1.90%, $32,000,000 in Class C Secured Deferrable Floating Rate Notes due 2037, which will bear interest at a rate of three-month SOFR + 2.40%, and $24,000,000 in Class D Secured Deferrable Floating Rate Notes due 2037, which will bear interest at a rate of three-month SOFR + 3.55%. The Company will retain approximately $73,200,000 in Subordinated Notes due 2125 to be issued by the Issuer, which represent all of the Subordinated Notes of the Issuer, and will serve as Collateral Servicer to the Issuer. The CLO transaction is a form of secured financing incurred by the Company and is consolidated by the Company and subject to its overall asset coverage requirement under the Investment Company Act of 1940, as amended. The CLO transaction is anticipated to close on or about September 17, 2025.

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

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

•our future operating results;

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

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

•uncertainty and changes in the general interest rate environment;

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

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

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

•disruptions related to tariffs and other trade or sanctions issues;

•our contractual arrangements and relationships with third parties;

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

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

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

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

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

•the adequacy of our financing sources and working capital;

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

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

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

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

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

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

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

The information contained in this section should be read in conjunction with “Item 1. Consolidated Financial Statements.” Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved. This discussion contains forward-looking statements, which relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 (the "Form 10-K") and Part II, Item 1A of and elsewhere in this Report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission (the “SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

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You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.

OVERVIEW

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

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

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

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

Pursuant to the exemptive relief granted by the SEC to us and our Adviser on June 3, 2025 (the “Order”), we are able to enter into certain negotiated co-investment transactions alongside certain Regulated Funds (as defined in the Order) and other accounts advised by our Adviser and its affiliates, which may include proprietary accounts of Morgan Stanley, in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. The Order contains certain conditions and requires the Board to maintain oversight of our participation in the co-investment program. The Order also requires a “required majority” (as defined in Section 57(o) of the 1940 Act) of our eligible directors to make certain conclusions pursuant to Section 57(f) of the 1940 Act in connection with certain co-investment transactions, including co-investment transactions in which an affiliate of ours is an existing investor in the portfolio company, non-pro rata follow on investments and non-pro rata dispositions of investments.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

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

Revenue

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

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

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Expenses

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

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

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

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

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

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

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

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

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

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

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

•transfer agent and custodial fees;

•costs of derivatives and hedging;

•commissions and other compensation payable to brokers or dealers;

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

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

•federal and state registration fees;

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

•independent director fees and expenses;

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

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

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

•fees and expenses associated with marketing efforts;

•any fidelity bond required by applicable law;

•any necessary insurance premiums;

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

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

•cost of winding up; and

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

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

PORTFOLIO AND INVESTMENT ACTIVITY

The composition of our portfolio is presented below:

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	June 30, 2025						December 31, 2024
	Cost		Fair Value		% of Total Investments at Fair Value		Cost		Fair Value		% of Total Investments at Fair Value
First Lien Debt	$	3,682,846	$	3,650,847	96.4	%	$	3,669,886	$	3,654,538	96.5	%
Second Lien Debt	82,435		71,721		1.9		78,803		69,367		1.8
Other Debt Investments	11,280		9,773		0.3		9,755		9,198		0.2
Equity	54,646		53,155		1.4		54,683		58,391		1.5
Total	$	3,831,207	$	3,785,496	100.0	%	$	3,813,127	$	3,791,494	100.0	%

Our debt portfolio displayed the following characteristics of each of our investments(1)(2) unless otherwise noted:


	As of
	June 30, 2025			December 31, 2024
Number of portfolio companies	214			208
Number of new investment commitments in portfolio companies	18			60
Number of portfolio companies exited or fully repaid	12			24
Percentage of performing debt bearing a floating rate, at fair value	99.6		%	99.6		%
Percentage of performing debt bearing a fixed rate, at fair value	0.4		%	0.4		%
Weighted average yield on debt and income producing investments, at cost(3)	10.1		%	10.4		%
Weighted average yield on debt and income producing investments, at fair value(3)	10.2		%	10.5		%
Weighted average 12-month EBITDA	$	149.9		$	147.7
Median 12-month EBITDA	90.3			86.3
Weighted average net leverage through tranche(4)	5.9x			5.8x
Weighted average interest coverage(5)	1.7x			1.6x
Weighted average loan to value(6)	39.8		%	39.7		%
Percentage of debt investments with one or more financial covenants	61.4		%	64.6		%
Percentage of our debt investments that are sponsor backed	99.1		%	99.7		%
Percentage of loans and other debt in support of LBOs and acquisitions	71.4		%	69.2		%
Percentage of our debt portfolio subject to business cycle volatility	4.6		%	4.8		%

Average position size of our investments	$	17.7		$	18.2

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

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

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

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

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

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

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Investment Activity

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


	As of and For the Three Months Ended
	June 30, 2025		June 30, 2024
New investments committed
Gross principal balance(1)	$	171,601	$	673,902
Less: Syndications	(22,547)		—
Net new investments committed	$	149,054	$	673,902

Investments, at cost
Investments, beginning of period	$	3,826,731	$	3,323,767
New investments purchased	204,003		499,684
Net accretion of discount on investments	3,856		4,527
Payment-in-kind	4,118		3,234
Net realized gain (loss) on investments	25		108
Investments sold or repaid	(207,526)		(289,285)
Investments, end of period	$	3,831,207	$	3,542,035
Amount of investments funded, at principal
First lien debt investments	$	206,675	$	494,153

Other debt investments	—		5,887
Equity(2)	—		497
Total	$	206,675	$	500,537
Amount of investments sold/fully repaid, at principal
First lien debt investments	$	157,595	$	244,164
Second lien debt investments	—		13,500

Total	$	157,595	$	257,664

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

(2)Represents dollar amount of other investments funded.

Investment Performance Rating

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

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

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

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

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

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


	June 30, 2025				December 31, 2024
	Fair Value		% of Total		Fair Value		% of Total
Risk rating 1	$	85,452	2.3	%	$	62,631	1.7	%
Risk rating 2	3,636,013		96.0		3,662,337		96.6
Risk rating 3	50,594		1.3		61,597		1.6
Risk rating 4	13,437		0.4		4,929		0.1
Total	$	3,785,496	100.0	%	$	3,791,494	100.0	%

The table below presents the amortized cost of our performing and non-accrual investments as of the following periods:


	June 30, 2025				December 31, 2024
	Amortized Cost		% of Total		Amortized Cost		% of Total
Performing	$	3,802,773	99.3	%	$	3,805,010	99.8	%
Non-accrual	28,434		0.7		8,117		0.2
Total	$	3,831,207	100.0	%	$	3,813,127	100.0	%

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:


	For the Three Months Ended				For the Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Total investment income	$	99,508	$	104,188	$	200,966	$	203,289
Less: Net expenses	55,651		47,567		110,254		91,581
Net investment income (loss) before taxes	43,857		56,621		90,712		111,708
Less: Excise tax expense	200		500		827		936
Net investment income (loss) after taxes	43,657		56,121		89,885		110,772
Net realized gain (loss)	91		2,816		640		5,474
Net change in unrealized appreciation (depreciation)	(7,652)		108		(24,759)		(5,517)
Net increase (decrease) in net assets resulting from operations	$	36,096	$	59,045	$	65,766	$	110,729

Investment Income

Investment income was as follows:


	For the Three Months Ended				For the Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Investment income:
Interest income	$	93,796	$	99,072	$	188,763	$	193,703
Payment-in-kind income	3,887		2,850		8,089		5,494
Dividend income	650		646		1,244		1,211
Other income	1,175		1,620		2,870		2,881
Total investment income	$	99,508	$	104,188	$	200,966	$	203,289

In the table above, total investment income decreased from $104,188 for the three months ended June 30, 2024 to $99,508 for the three months ended June 30, 2025 and from $203,289 for the six months ended June 30, 2024 to $200,966 for the six months ended June 30, 2025.

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The decrease was primarily driven by declining base rates and repricing on our existing portfolio which impacted our weighted average yield. Our weighted average yield at cost decreased to 10.1% as of June 30, 2025 from 11.6% as of June 30, 2024.

Expenses

Expenses were as follows:


	For the Three Months Ended				For the Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Expenses:
Interest and other financing expenses	$	34,707	$	29,302	$	68,886	$	56,562
Management fees	9,624		8,639		19,242		16,869
Income based incentive fees	9,279		11,554		19,122		22,890

Professional fees	1,698		1,687		3,306		2,904

Directors’ fees	130		128		259		274
Administrative service fees	85		17		145		42
General and other expenses	128		51		310		159
Total expenses	55,651		51,378		111,270		99,700

Management fees waiver	—		(2,160)		(641)		(5,257)
Incentive fees waiver	—		(1,651)		(375)		(2,862)
Net expenses	$	55,651	$	47,567	$	110,254	$	91,581
Excise tax expense	$	200	$	500	$	827	$	936

Interest and Other Financing Expenses

Interest and other financing expenses, including unused commitment fees, amortization of debt issuance costs, net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items and deferred financing costs, increased to $34,707 for the three months ended June 30, 2025 from $29,302 for the three months ended June 30, 2024 and to $68,886 for the six months ended June 30, 2025 from $56,562 for the six months ended June 30, 2024. The increase was primarily due to higher average borrowings outstanding for the three and six months ended June 30, 2025. For the three months ended June 30, 2025 and June 30, 2024, average borrowings outstanding were $2,046,092 and $1,578,492 respectively, which were offset by the reduction of our average interest rate which decreased from 6.57% to 6.02%, for the three months ended June 30, 2024 and June 30, 2025 respectively. For the six months ended June 30, 2025 and June 30, 2024, average borrowings outstanding were $2,038,571 and $1,520,644 respectively, which was offset by the reduction of our average interest rate which decreased from 6.63% to 6.06%, for the six months ended June 30, 2024 and June 30, 2025 respectively.

Management Fees

Base management fees, net of waiver, were $9,624 and $18,601 for the three and six months ended June 30, 2025 and $6,479 and $11,612 for the three and six months ended June 30, 2024, respectively. The increase was primarily due to an increase in average gross assets. In addition, the management fee waiver expired on January 24, 2025

Incentive Fee

The incentive fee consists of two components: (1) income based incentive fee and (2) capital gains incentive fee. The income based incentive fees, net of waiver, were $9,279 and $18,747 for the three and six months ended June 30, 2025 and $9,903 and $20,028 for the three and six months ended June 30, 2024, respectively. In addition, the incentive fee waiver expired on January 24, 2025.

Professional Fees, Administrative Service Fee and Other Expenses

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

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

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	For the Three Months Ended				For the Six Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss):
Net realized gain (loss) on investments	$	25	$	108	$	587	$	(5,517)
Foreign currency and other transactions	66		—		53		—
Net realized gain (loss)	91		108		640		(5,517)
Net change in unrealized appreciation (depreciation):
Net change in unrealized appreciation (depreciation) on investments	(7,753)		2,816		(24,859)		5,474
Foreign currency translations and other transactions	101		—		100		—
Net unrealized appreciation (depreciation)	(7,652)		2,816		(24,759)		5,474
Net realized and unrealized gains (losses)	$	(7,561)	$	2,924	$	(24,119)	$	(43)

For the three and six months ended June 30, 2025, net realized gains were $91 and $640, respectively. For the three months ended June 30, 2024, net realized gains on our investments were $108. For the six months ended June 30, 2024, net realized losses on our investments were $5,517, which was primarily due to the restructuring of three portfolio companies.

For the three months and six months ended June 30, 2025, net change in unrealized depreciation on our investments of $7,753 and $24,859, respectively, was primarily the result of the changes in spreads in the secondary markets as well as financial performance in certain portfolio companies. For the three and six months ended June 30, 2024, net change in unrealized appreciation on our investments of $2,816 and $5,474 was primarily driven by changes in spreads in the primary and secondary markets.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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

As of June 30, 2025, we had approximately $75.8 million of unrestricted cash, cash equivalents, and short term investments (including investments in money market funds), which taken together with our approximately $284.0 million and $829.0 million of availability under the BNP Funding Facility and the Truist Credit Facility (subject to borrowing base availability) (each as defined in Note 6. “Debt” in the notes to the accompanying consolidated financial statements), respectively, we expect to be sufficient for our investing activities and sufficient to conduct our operations in the near term. As of June 30, 2025, we believed we had adequate financial resources to satisfy unfunded portfolio company commitments of $549.1 million.

Equity

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

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

At-the-market (“ATM”) Offering

We may, from time to time, issue and sell shares of our common stock through public or at-the-market (“ATM”) offerings. On March 28, 2025, we entered into equity distribution agreements (the “Equity Distribution Agreements”) by and among us, the Adviser, and each of Truist Securities, Inc., Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, Raymond James & Associates, Inc. and Regions Securities LLC.

For further details regarding the Equity Distribution Agreements, see Note 8 “Net Assets” to our consolidated financial statements included in this Report.

For the three and six months ended June 30, 2025 and June 30, 2024, there were no shares issued through ATM offerings.

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Distributions and Dividend Reinvestment

We adopted an “opt out” DRIP effective as of January 26, 2024 and later amended effective December 7, 2024. As a result, our stockholders who have not “opted out” of the DRIP will have their cash dividends or distributions automatically reinvested in additional shares of Common Stock, rather than receiving cash. Stockholders who receive distributions in the form of shares of Common Stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those stockholders will not receive cash with which to pay any applicable taxes.

The following table summarizes our distributions declared and payable for the six months ended June 30, 2025 and June 30, 2024, respectively:


Date Declared	Record Date	Payment Date	Per Share Amount		Shares
For the six months ended June 30, 2025
February 27, 2025	March 31, 2025	April 25, 2025	$	0.50	438,274	(1)
May 08, 2025	June 30, 2025	July 25, 2025	0.50		400,773	(1)




Total Distributions			$	1.00	839,047

For the six months ended June 30, 2024
February 29, 2024	March 29, 2024	April 25, 2024	$	0.50	512,519
May 08, 2024	June 28, 2024	July 25, 2024	0.50		553,638	(1)


Total Distributions			$	1.00	1,066,157

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

Share Repurchase Plan

On January 25, 2024, we entered into the Company 10b5-1 Plan (the "Original Company 10b5-1 Plan"), to acquire up to $100 million in the aggregate of our Common Stock at prices below our net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Exchange Act, which was further amended and restated by our Board on February 27, 2025 (the "Amended and Restated Company 10b5-1 Plan").

For additional information on the 10b5-1 Plan, see Note 8 “Net Assets” to our consolidated financial statements included in this Report.

The following table summarizes the shares repurchased under our 10b5-1 Plan during the six months ended June 30, 2025:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
January 1 - January 31, 2025*	11,401	$	20.31	11,401	$	81.9
February 1 - February 27, 2025*	—	—		—	81.9
February 28, 2025	20,789	20.24		20,789	99.6
March 1 - March 31, 2025	459,142	20.38		459,142	90.2
April 1 - April 30, 2025	753,096	18.79		753,096	76.1
May 1 - May 31, 2025	277,558	19.22		277,558	70.7
June 1 - June 30, 2025	26,473	19.54		26,473	70.2
Total Repurchases	1,548,459			1,548,459

* Purchased under the Original Company 10b5-1 Plan

No shares were repurchased under our Original Company 10b5-1 Plan during the six months ended June 30, 2024.

Debt

Our outstanding debt obligations were as follows:

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	June 30, 2025						December 31, 2024
	Aggregate Principal Committed		Outstanding Principal		Unused Portion		Aggregate Principal Committed		Outstanding Principal		Unused Portion

BNP Funding Facility	$	600,000	$	316,000	$	284,000	$	600,000	$	316,000	$	284,000
Truist Credit Facility(1)	1,450,000		613,188		829,037		1,300,000		617,401		680,770
2027 Notes(2)	425,000		425,000		—		425,000		425,000		—
2025 Notes(2)(3)	—		—		—		275,000		275,000		—
2029 Notes(2)	350,000		350,000		—		350,000		350,000		—
2030 Notes(2)	350,000		350,000		—		—		—		—
Total	$	3,175,000	$	2,054,188	$	1,113,037	$	2,950,000	$	1,983,401	$	964,770

(3)The 2025 Notes were redeemed on June 16, 2025.

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

RECENT DEVELOPMENTS

On August 5, 2025, the Board declared a distribution of $0.50 per share, which is payable on or around October 24, 2025 to shareholders of record as of September 30, 2025.

On July 24, 2025, our Board of Directors, or the Board, appointed Michael Occi, as a director and as our Chief Executive Officer, effective July 25, 2025, to fill the vacancy on the Board and to succeed Jeffrey Levin as our chief executive officer following Mr. Levin’s resignation.

In addition, on July 24, 2025, our Board appointed Ashwin Krishnan as our Chief Investment Officer of us and appointed Orit Mizrachi and Jeffrey Day as Co-Presidents of us, all of which were effective on July 25, 2025.

Our Adviser’s investment committee, or the Investment Committee, is currently comprised of nine individuals: David N. Miller, Michael Occi, Ashwin Krishnan, Jeffrey Day, David Kulakofsky, Henry ‘Hank’ D’Alessandro, Toby Norris, Jon Spivak and Rebecca Shaoul. Messrs. Occi, and Spivak and Ms. Shaoul were appointed members of the Investment Committee in July 2025, and biographical information for Mr. Spivak and Ms. Shaoul is as follows:

Jon Spivak is a Managing Director of Morgan Stanley and a member of the Morgan Stanley Private Credit team, where he serves on the Investment Committee and focuses on originating and underwriting investment opportunities. Mr. Spivak also serves as the Portfolio Manager on various investment vehicles. Mr. Spivak joined Morgan Stanley in 2017 and has over 16 years of relevant industry experience. Prior to joining Morgan Stanley, Mr. Spivak was a Vice President at Tree Line Capital Partners where he was responsible for the origination, execution, and portfolio management of direct lending investments across a wide range of industries. Mr. Spivak also worked at Enhanced Capital Partners, an affiliate of Tree Line, where he held a similar role and served as an Investment Manager of its Small Business Investment Company. Mr. Spivak began his career at Bank of America Merrill Lynch in the Structured Equity Finance group, investing the bank’s balance sheet in various parts of the capital structure. Mr. Spivak holds a B.A. from the University of Pennsylvania and an MBA from the University of Chicago Booth School of Business.

Rebecca Shaoul is a Managing Director of Morgan Stanley and member of the Morgan Stanley Private Credit team, where she serves on the Investment Committee and as Head of Portfolio Management for the Direct Lending strategy. Ms. Shaoul joined Morgan Stanley in 2020 and has over 15 years of relevant industry experience. Prior to joining Morgan Stanley, Ms. Shaoul was a Director at Madison Capital Funding where she oversaw the underwriting, execution and portfolio management efforts for the Healthcare vertical and previously held various underwriting and execution roles focused on generalist transactions. Prior to joining Madison Capital, Ms. Shaoul held various underwriting and portfolio management roles at Wintrust Financial Corporation. Ms. Shaoul earned a B.S. in Finance from the University of Maryland.

On August 6, 2025, North Haven Private Credit CLO 1 LLC (the “Issuer”), a direct subsidiary, established pricing terms for a collateralized loan obligation (“CLO”) transaction and the notes to be issued by the Issuer.

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We will retain approximately $73,200,000 in Subordinated Notes due 2125 to be issued by the Issuer, which represent all of the Subordinated Notes of the Issuer, and will serve as Collateral Servicer to the Issuer. The CLO transaction is a form of secured financing incurred by us and is consolidated by us and subject to its overall asset coverage requirement under the Investment Company Act of 1940, as amended. The CLO transaction is anticipated to close on or about September 17, 2025.

CRITICAL ACCOUNTING ESTIMATES

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

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

RELATED PARTY TRANSACTIONS

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

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

•the Investment Advisory Agreement; and

•the Administration Agreement

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Valuation Risk

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

Market Risk

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

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Interest Rate Risk

We are subject to financial market risks, and 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 June 30, 2025, approximately 99.6% of our debt investments were at floating rates. Based on our Consolidated Statements of Assets and Liabilities as of June 30, 2025, 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 June 30, 2025) (dollar amounts in thousands):


		Interest		Interest		Net
Basis Point Change - Interest Rates		Income		Expense(1)		Income
Up 300 basis points	$	113,256	$	(48,876)	$	64,380
Up 200 basis points	$	75,504	$	(32,584)	$	42,920
Up 100 basis points	$	37,752	$	(16,292)	$	21,460
Up 25 basis points	$	9,438	$	(4,073)	$	5,365
Down 25 basis points	$	(9,438)	$	4,073	$	(5,365)
Down 100 basis points	$	(37,752)	$	16,292	$	(21,460)
Down 200 basis points	$	(75,504)	$	32,584	$	(42,920)
Down 300 basis points	$	(113,256)	$	48,876	$	(64,380)

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

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of June 30, 2025 (the end of the period covered by this Report), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act. Based on that evaluation, our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer) have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Exchange Act.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred for the fiscal quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

Sales of Unregistered Securities

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

Issuer Purchases of Equity Securities

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

On February 27, 2025, the Board authorized an amended and restated share repurchase plan (or the "Amended and Restated Company 10b5-1 Plan"). Under the Amended and Restated Company 10b5-1 Plan, the Company may acquire up to $100 million in the aggregate of Common Stock at prices below its net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Exchange Act. The following table summarizes the shares repurchased under the Original Company 10b5-1 Plan and the Amended and Restated Company 10b5-1 Plan during the six months ended June 30, 2025:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
January 1 - January 31, 2025*	11,401	$	20.31	11,401	$	81.9
February 1 - February 27, 2025*	—	—		—	81.9
February 28, 2025	20,789	20.24		20,789	99.6
March 1 - March 31, 2025	459,142	20.38		459,142	90.2
April 1 - April 30, 2025	753,096	18.79		753,096	76.1
May 1 - May 31, 2025	277,558	19.22		277,558	70.7
June 1 - June 30, 2025	26,473	19.54		26,473	70.2
Total Repurchases	1,548,459			1,548,459

* Purchased under the Original Company 10b5-1 Plan

No shares were repurchased under the Original 10b5-1 Plan during the six months ended June 30, 2024.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

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During the fiscal quarter ended June 30, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits

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


Exhibit
3.1			Second Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed by the Company on April 25, 2025 (File No. 814-01332)).
4.1			Third Supplemental Indenture, dated as of May 19, 2025, relating to the 6.000% Notes due 2030, 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 May 19, 2025 (File No. 814-01332)).
4.2			Form of 6.000% Notes due 2030 (Incorporated by reference to Exhibit 4.1 hereto).
31.1*			Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2*			Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
32.1**			Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*			Inline XBRL Taxonomy Extension Schema Document
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*			Cover Page Interactive Data File (embedded within the Inline XBRL document)
*			Filed herein.
**			Furnished herein.

103

Table of Contents

SIGNATURES

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


	Morgan Stanley Direct Lending Fund
Dated: August 7, 2025	By:	/s/ Michael Occi
		Michael Occi Director and Chief Executive Officer (Principal Executive Officer)

Dated: August 7, 2025	By:	/s/ David Pessah
		David Pessah Chief Financial Officer (Principal Financial Officer)

104

EX-31.1 2 a20250630exhibit311.htm EX-31.1 Document

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

CERTIFICATION

I, Michael Occi, certify that:

1.I have reviewed this quarterly report on Form 10-Q of MORGAN STANLEY DIRECT LENDING FUND;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, if any, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 7, 2025


/s/ Michael Occi
Michael Occi Director and Chief Executive Officer (Principal Executive Officer)

EX-31.2 3 a20250630exhibit312.htm EX-31.2 Document

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

CERTIFICATION

I, David Pessah, certify that:

1.I have reviewed this quarterly report on Form 10-Q of MORGAN STANLEY DIRECT LENDING FUND;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 7, 2025


/s/ David Pessah
David Pessah Chief Financial Officer (Principal Financial Officer)

EX-32.1 4 a20250630exhibit321.htm EX-32.1 Document

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER, SECTION 906

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Occi, the Chief Executive Officer (Principal Executive Officer) of MORGAN STANLEY DIRECT LENDING FUND (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

•the Form 10-Q of the Company for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

•the information contained in the Form 10-Q for the quarter ended June 30, 2025 fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: August 7, 2025
/s/ Michael Occi
Michael Occi Director and Chief Executive Officer (Principal Executive Officer)

EX-32.2 5 a20250630exhibit322.htm EX-32.2 Document

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER, SECTION 906

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, David Pessah, the Chief Financial Officer (Principal Financial Officer) of MORGAN STANLEY DIRECT LENDING FUND (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

• the Form 10-Q of the Company for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-Q”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

• the information contained in the Form 10-Q for the quarter ended June 30, 2025 fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: August 7, 2025
/s/ David Pessah
David Pessah Chief Financial Officer (Principal Financial Officer)