UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 ______________________________________________________________________________________________________
 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _____ to _____

 Commission File Number 814-01489
 (Exact name of registrant as specified in its charter)

 Delaware

 87-4562172

 (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
 Name of each exchange on which registered

 None
 None
 None

 Securities registered pursuant to Section 12(g) of the Act: Class S Units
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes No
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
 As of June 30, 2024, there was no established public market for the registrant's limited liability company units.
 The number of the registrant's Class S Units outstanding at March 4, 2025 was 179,695,855.

 Auditor Firm Id: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: New York, New York

 Item 1.
 Business

 Item 1A.
 Risk Factors

 Item 1B.
 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.
 Properties

 Item 3.
 Legal Proceedings

 Item 4.
 Mine Safety Disclosures

 Item 5.
 Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities

 Item 6.
 [Reserved]

 Item 7.
 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.
 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.
 Consolidated Financial Statements and Supplementary Data

 Item 9.
 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.
 Controls and Procedures

 Item 9B.
 Other Information

 Item 9C.
 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.
 Directors, Executive Officers and Corporate Governance

 Item 11.
 Executive Compensation

 Item 12.
 Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters

 Item 13.
 Certain Relationships and Related Transactions and Director Independence

 Item 14.
 Principal Accountant Fees and Services

 Item 15.
 Exhibits and Financial Statement Schedules

 SIGNATURES

 EXPLANATORY NOTE
 In this report, except where the context suggests otherwise:
 • the terms "we," "us," "our," and the "Company" refer to North Haven Private Income Fund LLC, a Delaware limited liability company, together with its consolidated subsidiaries, where applicable;
 • the terms "Morgan Stanley" or the "Firm" refer to Morgan Stanley (NYSE: MS) and its consolidated subsidiaries. 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 of the other MS BDCs, even during periods of financial distress;
 • the term "IM" refers to the Morgan Stanley Investment Management platform, which is Morgan Stanley's investment management unit and represents one of Morgan Stanley's three business segments;
 • the term "MS Private Credit" refers to the U.S. private credit strategies within the private credit platform of IM;
 • the terms "Adviser" or "Investment Adviser" refer to MS Capital Partners Adviser Inc., our investment adviser, an indirect, wholly owned and consolidated subsidiary of Morgan Stanley;
 • the term "Administrator" refers to MS Private Credit Administrative Services LLC, our administrator, an indirect, wholly owned and consolidated subsidiary of Morgan Stanley;
 • the term "MS BDCs" refers to the Company and the other business development companies, or BDCs, managed by our Adviser;
 • the term "Units" refers to our Class S Units; and
 • references to "this Form 10-K" and "this report" are to this Annual Report on Form 10-K for the year ended December 31, 2024.

 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 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. 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 our 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 "Item 1A. Risk Factors" and elsewhere in this report.

 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 statements in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled "Item 1A. Risk Factors" and elsewhere in this report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission (the "SEC"), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
 You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and 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.

 Item 1. Business
 We are a Delaware limited liability company formed on March 4, 2021 and structured as 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, or 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 a private, perpetual-life BDC, which is a BDC whose units are not listed for trading on a stock exchange or other securities market. We use the term "perpetual-life BDC" to describe an investment vehicle of indefinite duration whose units are intended to be sold by us monthly on a continuous basis at a price generally equal to our monthly net asset value per Unit. 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 the 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, taxes, depreciation and amortization, or EBITDA, in the range of approximately $15 million to $200 million, although not all of our portfolio companies will meet this 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, or LBOs, acquisitions, debt refinancings, recapitalizations, and other similar transactions. We generally expect our debt investments to have a stated term of five to eight years and typically to bear interest at a floating rate usually determined on the basis of a benchmark such as the Secured Overnight Financing Rate, or SOFR. We also make investments in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, which may provide more liquidity than our private credit investments, for cash management purposes, including to manage payment obligations under our unit repurchase program. Depending on various factors, including our cash flows and the market for middle-market company debt investments, we expect that our liquid loan portfolio could represent a material portion of our investments from time to time.
 We generate revenues primarily in the form of interest income from investments we hold. In addition, we generate income from dividends or distributions of income on any direct equity investments, capital gains on the sale of loans and debt and equity securities, and various other loan origination and other fees, including commitment, origination, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees.
 The middle-market loans in which we generally invest are typically not rated by any rating agency, but we believe that if they were rated, they would be below investment grade (rated lower than "Baa3" by Moody's Investors Service, lower than "BBB-" by Fitch Ratings or lower than "BBB-" by Standard & Poor's Ratings Services), which under the guidelines established by these rating agencies is an indication of having predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal. Debt instruments that are rated below investment grade are sometimes referred to as "high yield bonds" or "junk bonds."
 Our investment approach is focused on long-term credit performance, risk mitigation and preservation of principal. Utilizing our proprietary investment approach, we intend to execute on our investment objective by (1) utilizing upon the Adviser's and the Firm's longstanding and deep relationships with middle-market companies, private equity sponsors, commercial and investment banks, industry executives and financial intermediaries to provide a strong pipeline of investment opportunities, (2) implementing the

 Adviser's rigorous, fundamentals-driven and disciplined investment and risk management process, (3) utilizing the investment committee's extensive experience in credit and principal investing, credit analysis and structuring and (4) accessing Morgan Stanley's global resources.
 By leveraging the established origination and underwriting capabilities within the MS Private Credit platform and targeting an attractive investing area in the U.S. middle-market, we believe we are able to offer attractive risk-adjusted returns to our investors. We remain highly focused on conducting extensive due diligence and leveraging the Morgan Stanley platform. We continue to seek to invest in companies that are led by strong management teams, generate substantial free cash flow, have leading market positions, benefit from sustainable business models, and are well positioned to perform well despite the impact of recent market volatility. We believe the current market environment continues to be attractive and offers opportunities to seek compelling risk adjusted returns. Our investment pace will depend on several factors including the market environment, including the current economic environment, and deal flow.
 On July 15, 2024, we acquired SL Investment Corp. ("SLIC") pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 28, 2024, by and among SLIC, us, Cobalt Merger Sub, Inc., or Merger Sub, a wholly-owned subsidiary of us, and the Adviser. Pursuant to the Merger Agreement, SLIC was merged with and into us in a two-step transaction with us as the surviving company (the "SLIC Acquisition").
 The Adviser
 Morgan Stanley launched its private credit platform in 2010. The private credit platform includes dedicated strategies targeting different credit products, asset yields and issuer sizes, resulting in a platform that we believe is well positioned to provide scale and flexible financing solutions to borrowers, maximize deal origination and enhance the ability to generate attractive risk adjusted returns for our unitholders. These strategies include MS Private Credit, European private credit and tactical credit.
 Our Adviser, an indirect, wholly owned subsidiary of Morgan Stanley, was established in 2007 and serves as the investment adviser for various funds, accounts and strategies, including the funds and accounts on the MS Private Credit platform, including the MS BDCs, and managed approximately $23.5 billion in committed capital1 as of February 1, 2025.

 1Committed capital is calculated as aggregate capital commitments received and total committed leverage within each of the funds or accounts with exception for funds past their investment period, where committed capital is calculated as invested capital.
 MS Private Credit's primary areas of focus include:
 • Direct Lending. The Direct Lending strategy includes us, the other MS BDCs and other funds and separately managed accounts. Investments made primarily in directly originated first lien senior secured and second lien senior secured loans, mezzanine notes, unsecured debt, preferred stock, and common stock issued by U.S. middle-market companies owned by private equity firms, typically, although not always, with annual EBITDA of up to $200 million. As of February 1, 2025, Direct Lending managed approximately $20.5 billion in committed capital.
 • Opportunistic Credit. Investments made primarily in complex assets, unusual credit situations or companies experiencing difficulties in sourcing capital. Other potential investments included in this category may include purchasing public or private securities in the open market at deep discounts to their fundamental value. Investments are made primarily in first lien senior secured and second lien senior secured loans, mezzanine notes, unsecured debt, preferred stock and common stock issued by U.S. middle-market companies, typically, although not always, with annual EBITDA of $10 million to $100+ million. As of February 1, 2025, Opportunistic Credit managed approximately $3.0 billion in committed capital.
 Our Adviser's investment committee servicing us, or the Investment Committee, is comprised of ten senior investment professionals of IM and is chaired by Jeffrey S. Levin, our Chief Executive Officer and a member of our Board of Directors. The Investment Committee members have an average of 25 years of relevant industry experience and have experience investing across multiple credit cycles and different investing environments, including the global financial crisis of 2008. All investment decisions are reviewed and approved by the Investment Committee, which has principal responsibility for approving new investments and overseeing the management of existing investments.
 Our Adviser is served by experienced investment professionals, or the Investment Team, within the MS Private Credit platform. The Investment Team is responsible for origination, due diligence, underwriting, structuring and monitoring each investment throughout its life cycle. In addition to our executive officers and their support teams, the MS Private Credit platform is supported by numerous professionals in legal, compliance, risk management, finance, accounting and tax who help support the platform by providing guidance on our operations.
 Morgan Stanley, the parent of our Adviser, is a global financial services firm whose predecessor companies date back to 1924 and, through its subsidiaries and affiliates, advises, originates, trades, manages and distributes capital for governments, institutions and individuals. Morgan Stanley maintains a significant market position in each of its business divisions – Institutional Securities Group,

 or ISG, Wealth Management, or WM, and IM. We are not a subsidiary of or consolidated with Morgan Stanley and Morgan Stanley does not guarantee any of our financial obligations.
 IM is a global investment manager, delivering innovative investment solutions across public and private markets. As of December 31, 2024, IM managed approximately $1.7 trillion in assets under management across its business lines, which include equity, fixed income, liquidity, real assets and private investment funds.
 Expense Support and Conditional Reimbursement Agreement
 We have entered into the Expense Support and Conditional Reimbursement Agreement (the "Expense Support Agreement") with the Adviser. The Adviser may elect to pay certain of our expenses on our behalf (each, an "Expense Payment"), provided that no portion of the payment will be used to pay any of our interest expense and/or distributions. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than 45 days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates. Any reimbursement to the Adviser pursuant to the terms of the Expense Support Agreement would be our expense and would ultimately be borne by our unitholders.
 The Expense Support Agreement may require the Company to repay the Adviser for previously waived reimbursement of Expense Payments under certain circumstances. The previously waived expenses are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of the relevant waiver.
 The Administrator
 Our Administrator, an indirect, wholly owned subsidiary of Morgan Stanley, provides the administrative services necessary for us to operate pursuant to an administration agreement, dated November 4, 2021 between us and the Administrator (the "Administration Agreement"). The Administration Agreement was most recently re-approved in August 2024.
 We do not currently have any employees. We pay no compensation directly to any interested director or executive officer of the Company. We pay our Administrator our allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer. Our Administrator is reimbursed for certain expenses it incurs on our behalf, which expenses are ultimately borne by our unitholders. Our Administrator reserves the right to waive all or part of any reimbursements due from us at its sole discretion. See "––Administration Agreement" below for a discussion of the expenses that we reimburse to the Administrator (subject to the review and approval of our Independent Directors (as defined below)).
 Investments
 As of December 31, 2024, we had investments in 304 portfolio companies across 42 industries. Based on fair value as of December 31, 2024, approximately 99.9% of our debt portfolio was invested in debt bearing a floating interest rate, which are primarily subject to interest rate floors for the applicable reference rate. As of December 31, 2024, our weighted average total yield of investments in debt securities at amortized cost was 10.2%. Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of December 31, 2024.
 Investment Strategy
 Our primary investment strategy is to make privately negotiated senior secured credit investments in U.S. middle-market companies that have leading market positions, enjoy high barriers to entry, such as high startup costs or other obstacles that prevent new competitors from easily entering the portfolio company's industry or area of business, generate strong and stable free cash flow and are led by a proven management team with strong private equity sponsor backing. Our investment approach is focused on long-term credit performance, risk mitigation and preservation of capital. Our Adviser employs a highly rigorous, fundamentals-driven and disciplined investment process developed and refined by the investment professionals of the MS Private Credit platform. The Investment Team works on a particular transaction from origination to close and continues to monitor each investment throughout its life cycle.
 We invest primarily in companies backed by leading private equity sponsors with strong track records. We believe lending to sponsor-backed companies (or companies where private equity sponsors hold a controlling equity position) versus non-sponsor-backed companies (or companies where private equity sponsors do not hold a controlling equity position) has many distinct potential advantages including:
 • Strong, predictable deal flow given significant private equity committed capital;
 • Well-capitalized borrowers, including potential access to additional capital from sponsors, if needed;
 • Access to detailed financial, operational, industry data, and third-party legal and accounting due diligence reports conducted by the sponsor as part of their due diligence;
 • Proper oversight and governance provided by an experienced management team and a board of directors, as well as other industry and/or operating expertise from the sponsors;
 • Natural alignment of interests between lender and sponsor given focus on exit strategy; and

 • Supplemental diligence beyond the credit analysis of the borrower, given the ability to analyze track records of each private equity firm.
 We have created what we believe is a defensive portfolio of investments that is anchored in first lien senior secured loans and focused on generally avoiding issuer or industry concentration in order to mitigate risk and achieve our investment objective.
 We focus primarily on U.S. middle-market companies. However, to the extent that we invest in foreign companies, we intend to do so in accordance with the limitations under the 1940 Act and only in jurisdictions with established legal frameworks and a history of respecting creditor rights, including the United Kingdom and countries that are members of the European Union, as well as Canada, Australia and Japan. Our investment strategy is predicated on seeking to lend to companies with proven management teams in what we believe to be non-cyclical industry sectors. Additionally, we typically avoid direct exposure to investments in certain sectors such as in companies whose primary revenues are related to retail, restaurants, energy, alcohol, tobacco, and pornography, and the avoidance of investments in such sectors is separate and apart from the ESG (as defined below) considerations described below. See "—Investment Process—Due Diligence & Structuring" below.
 Investment Criteria
 In order to achieve our investment objectives, we seek to build an investment portfolio that consists primarily of directly originated floating rate first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans of U.S. middle-market companies. The balance of our investments is expected to be in higher-yielding assets such as mezzanine debt, unsecured debt and equity investments in U.S. middle-market companies, and other opportunistic asset purchases. Our debt investments typically have maturities of five to eight years. We seek to create and have created what we believe is a defensive portfolio of investments by focusing on generally avoiding issuer or industry concentration and anchoring our portfolio in first lien loans in order to mitigate risk and achieve our investment objective.
 We expect our target portfolio companies to exhibit some, or all, of the following characteristics at the time of the initial investment, although not all of our portfolio companies will meet these criteria:
 • EBITDA of $15 – $200 million;
 • Defensible, leading market positions;
 • Unique or specialized strategy or other meaningful barriers to entry;
 • Low technology or market risks;
 • Diversified product offering, customer and supplier base;
 • Stable cash flows;
 • Low capital expenditure requirements;
 • General avoidance of what we believe to be cyclical industry sectors;
 • Predominantly North American base of operations;
 • Typical loan-to-value of up to 60%; and
 • Experienced management teams with successful track records.
 We expect that over the long term, our investments will consist primarily of first lien senior secured term loans, with the balance of our investments in second lien senior secured term loans, higher-yielding assets such as mezzanine debt, unsecured debt and equity investments. In addition, our investments in the aggregate are generally expected to comply with the following guidelines, in all cases measured as a percentage of our gross assets:
 • Typical investment to represent between 1% and 3%;
 • No industry to represent more than 20%;
 • Non-U.S. portfolio companies not to exceed 10%; and
 • Target leverage of 1x-1.25x (as measured by debt-to-equity, subject to a cap of 2.0x), meaning that for every $1 of equity, we will target $1-$1.25 of debt and senior securities.
 Key themes of our investment strategy include:
 • Maintaining an appropriate allocation of first lien senior secured and second lien senior secured debt to allow us to achieve attractive returns within the targeted risk profile, while investing prudently based on the market and economic environment;
 • Performing thorough fundamental business and industry due diligence;
 • Conducting in-depth due diligence on management teams and sponsors to bolster our position that we are investing in businesses led by experienced professionals;
 • Structuring investments focused on providing us with security, covenant protection and current income while seeking to provide our borrowers with adequate liquidity and flexibility to operate; and
 • Ongoing active management of our portfolio companies through consistent dialogue with management and/or the sponsor, review of financial reporting, monitoring of key performance indicators and evaluation of exit strategies.
 Investment Criteria-Liquid Credit

 Our Adviser invests a portion of our portfolio in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, for cash management purposes including, among other things, to manage payment obligations under our unit repurchase program. These investments are primarily in floating rate first lien senior secured broadly distributed loans to U.S. corporate issuers. Our Adviser focuses on issuers with a proven management team, strong market position, strong ownership and significant junior capital cushion, which means any equity and debt in the capital structure that ranks junior to the debt securities acquired by the Company, which our Adviser believes help mitigate risks.
 Market Opportunity
 We believe the middle market direct lending market environment continues to be attractive, despite the recent market volatility resulting from elevated inflation and broader macroeconomic uncertainty. We expect that a series of market dynamics may provide for significant financing opportunities for lenders like us which have longstanding and deep relationships with middle market private equity firms. Additionally, we believe that sponsored, middle market direct lending provides investors with attractive risk-adjusted return opportunities relative to other asset classes.
 Demand for Direct Lending Solutions
 We believe that demand has increased for financing from direct lenders relative to other sources because of the attractiveness of the product as well as structural and market factors. According to Preqin, private credit's share of the sub-investment grade credit market, relative to the high yield and syndicated loan markets, has increased from 3% in 2010 to 23% as of June 30, 2024.
 • Fundamental Attributes of Product: We believe that when private equity sponsors experience the flexibility of private credit transactions and the speed and certainty of execution, they will continue to seek financing from non-bank lenders. We believe this presents a compelling opportunity for us to invest in quality companies on attractive terms and conditions.
 • Market Share Gains for Direct Lending: Bank participation in middle-market secured loans has decreased in recent years. Additionally, certain private equity sponsors who historically sought to finance their transactions in the public, syndicated markets have turned to private credit providers, including us, to finance their transactions.
 Large and Growing U.S. Middle-Market
 We believe U.S. middle-market companies represent a large and growing opportunity set and will likely require additional amounts of private debt financing for various purposes. The U.S. middle market is the third largest economy, as measured by gross domestic product.
 • Significant Refinancing Needs: Recent data from LSEG LPC, a premier global provider of information on the syndicated loan and high yield bond markets, indicates that there were more than $627 billion of middle-market loans with maturities between the first quarter of 2025 and the third quarter of 2030 that will likely require a refinancing event.
 • Robust Private Equity Dry Powder: In addition, data from Preqin shows that global private equity managers currently have over $1.0 trillion of raised, but not yet invested, capital, representing a sizeable pool of support for both new and existing investments.
 We expect that these two important dynamics will provide for significant financing opportunities for lenders like us who have longstanding and deep relationships with middle-market private equity firms.
 Attractive Attributes of Middle-Market Direct Lending
 We believe that focusing on lending to private equity owned middle-market businesses provides for attractive risk adjusted return opportunities, due to a series of structural and market factors. Although leveraged buyout activity has remained subdued in recent quarters, the private credit market has continued to present high quality opportunities, that could offer compelling risk-adjusted returns.
 • Seniority in Capital Structure: We believe senior secured middle market loans typically have strong defensive characteristics, including priority in payment among a portfolio company's security holders, which generally means they carry the least risk among investments in the capital structure.
 • Floating Rate: We believe that the Company is well positioned in the current elevated interest rate environment. The Company invests primarily in floating rate debt investments, which bear higher yields when base rates are higher.
 • Covenants: We believe that the middle market loans that we expect will comprise a meaningful portion of our debt investment portfolio often avoid riskier large deal debt characteristics such as covenant-lite structures. Maintaining financial covenants allows us to diagnose and respond to borrower underperformance typically before value materially erodes. We believe it is this more conservative loan structuring that also contributes to the better overall performance of middle-market loans.
 • Equity Support: Purchase price multiples for middle market leveraged buyouts have increased substantially since 2013, while the increase in leverage multiples has not been nearly as dramatic. As a result, private equity owners have been contributing a

 significant share of equity beneath the debt in the capital structure, which we believe provides us with meaningful cushion in the event of underperformance or an economic downturn. The private equity sponsor can also be a source for incremental ongoing support for the business in the event the borrower experiences stress.
 • Illiquidity Premium: We believe middle market loans generally tend to offer more attractive economics, including higher spreads in exchange for their illiquidity, relative to syndicated loans. Since 2013, middle market loans have generally exhibited 100 - 250 basis points of incremental spread premium over broadly syndicated loans on average.
 We believe that the combination of these structural and market benefits has contributed to the historical outperformance of middle-market loans. Since 1995, middle-market loans have produced higher returns, lower default rates, and higher cumulative recovery rates which resulted in lower cumulative loss rates.
 Competitive Advantages
 We believe we are able to execute on our investment objective and achieve attractive risk-adjusted returns as a result of our competitive strengths. In addition to the Adviser's relationships with middle-market private equity firms, the Firm has relationships with many middle-market private equity firms and middle-market companies that may provide significant investment opportunities. MS Private Credit is the primary private credit investment management platform of the Firm. The Adviser capitalizes on the significant number of lending opportunities with middle-market companies through relationships established by the Firm and otherwise. We believe the large volume of potential lending opportunities and scale of the MS Private Credit origination and due diligence platform allows us to increase investment selectivity and potentially enhance risk-adjusted returns.
 Ability to Leverage Morgan Stanley's Relationships and Network
 Morgan Stanley has a substantial network of business relationships with individuals, companies, institutions and governments in the United States and around the world, which we believe is a potential source of investment opportunities for us and differentiates us relative to other BDCs. Additionally, we believe that this network may potentially assist our portfolio companies through our efforts to make introductions and referrals to the investment banking and capital markets services of the Firm.
 In all cases, subject to applicable laws, rules and regulations, information barriers, confidentiality provisions and policies and procedures, our Adviser utilizes Morgan Stanley's global resources throughout the life cycle of each investment. The investment teams consult with teams across IM, ISG (and its business units, Investment Banking, Sales and Trading, Commodities and Equity and Fixed Income Research) and WM to assess potential investments and determine the investment opportunities to which we should devote substantial time and resources. We believe that we benefit, where appropriate, from the expertise, infrastructure, track record, relationships and institutional knowledge of Morgan Stanley.
 Access to certain parts of Morgan Stanley may be limited in certain instances by a number of factors, including third-party confidentiality obligations and information barriers established by Morgan Stanley in order to manage compliance with applicable law and potential conflicts of interest and regulatory restrictions, including without limitation joint transaction restrictions pursuant to the 1940 Act and internal policies and procedures. The investment sources described above are not necessarily indicative of all sources that the Adviser may utilize in sourcing investments for us. There can be no assurance that the Adviser will be able to source investments from any one or more parts of the Morgan Stanley network, implement our strategy, achieve our investment objectives, find investments that fit its investment criteria or avoid substantial losses. For additional information, see "Part I, Item 1A. Risk Factors—Risks Relating to Our Business and Structure—There are significant potential conflicts of interest that could affect our investment returns."
 Highly Differentiated Deal Sourcing Advantages
 We believe the relationships that the Investment Team maintains with sponsors, commercial and investment banks, industry executives and financial intermediaries provides a strong pipeline of proprietary investment opportunities. However, unlike many other competing alternative lending strategies, our Adviser operates within a global financial institution with multiple groups within the Firm. We expect the broader Morgan Stanley platform to be a source of potential lending opportunities. We believe this position within the Firm is a key factor that differentiates us and constitutes a meaningful competitive advantage relative to other private credit funds and BDCs.
 Distinctive Approach to Credit Investing and Due Diligence
 We believe that our Adviser utilizes an investment approach that is differentiated in the industry. Our Adviser employs a highly rigorous, fundamentals-driven and disciplined investment process which has been developed utilizing Morgan Stanley's extensive investing experience. The Adviser generally seeks to invest in companies that have leading, defensible market positions, generate strong and stable free cash flow, and have high barriers to entry, highly capable management teams and strong private equity sponsor ownership. We believe that our Adviser's investment approach coupled with our portfolio construction strategy, flexible capital, and focus on financial covenant protection, differentiates us from our competitors.
 Experienced and Accomplished Investment Team & Investment Committee

 The Investment Team is led by investment professionals with extensive experience in credit and principal investing, credit analysis, credit origination and structuring. Jeffrey S. Levin, our Chief Executive Officer, and member of the Board of Directors, has principal management responsibility for us and serves as Chair of the Investment Committee. Mr. Levin has over 23 years of experience in direct lending, mezzanine lending, credit investing and leveraged finance, and he also currently serves as the Chief Executive Officer and a member of the board of directors of each of the MS BDCs. Prior to that, through his tenure at The Carlyle Group as Managing Director and Partner, a member of the management team of the Carlyle private credit platform and as President of certain BDCs managed by affiliates of The Carlyle Group, he also has direct experience in successfully capitalizing and managing BDCs. Before working at The Carlyle Group, Mr. Levin was a founding member of the MS Private Credit platform.
 The Investment Committee members have an average of 25 years of relevant industry experience. The Investment Committee is comprised of senior members of IM and provides guidance to the Investment Team throughout the investment process.
 In addition, the Investment Team has strong private equity sponsor and intermediary relationships and a highly developed network within Morgan Stanley. Collectively, the investment professionals of the Adviser have substantial leveraged lending experience, and we believe the Investment Team is well positioned to generate attractive risk-adjusted returns.
 MS Credit Partners Holdings, Inc. Investment
 MS Credit Partners Holdings, Inc., or MS Credit Partners Holdings, an indirect, wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, has entered into subscription agreements and has made capital contributions at the closings of the Company's continuous private offering through December 31, 2024, representing an aggregate capital contribution of $25.0 million, in exchange for 1,256,051 Units. Because MS Credit Partners Holdings has made an aggregate capital contribution of $25.0 million as of the date of this report, MS Credit Partners Holdings has no further obligation, contractual or otherwise, to support us. Morgan Stanley has no history of financially supporting any of the BDCs on the MS Private Credit platform, even during periods of financial distress.
 Investment Process
 Our investment activities are managed by our Adviser. Our Adviser is responsible for origination, underwriting, structuring and monitoring our investments.
 The Adviser's investment process has five stages: Origination, Preliminary Screen, Due Diligence & Structuring, Investment Committee Approval & Closing and Portfolio Management, and it employs the same rigorous and disciplined investment process to all types of investments. The Investment Team works on a particular transaction from origination to close and continues to monitor each investment throughout its life cycle.
 Origination
 We believe we benefit from the Adviser's highly differentiated direct origination platform. The MS Private Credit origination platform is complemented by opportunities sourced by other Morgan Stanley divisions and businesses.
 The Firm has deep relationships with many middle-market private equity firms and middle-market companies that may provide significant investment opportunities. MS Private Credit is the primary private credit investment management platform across the Firm. The Adviser seeks to capitalize on the significant number of lending opportunities with middle-market companies through relationships established by the Firm.
 We believe the large volume of untapped potential lending opportunities and the scale of the MS Private Credit origination and due diligence platform allows us to increase investment selectivity and potentially enhance risk-adjusted returns.
 Preliminary Screen
 An initial review of each investment opportunity is conducted by the Investment Team to determine whether it is consistent with our investment objectives and credit standards. If the opportunity fits our investment objective and 1940 Act requirements, the opportunity is further evaluated by the Investment Team. The Investment Team utilizes the extensive industry expertise resident in IM and ISG (subject in all cases to applicable regulations, confidentiality provisions, information barriers and policies and procedures) to assist in this preliminary evaluation. Access to these resources allows the Investment Team to assess each opportunity quickly and effectively and enables it to focus only on compelling opportunities.
 If the members of the Investment Team conducting the initial review conclude that the investment opportunity meets our objectives, the Investment Team prepares a screening memo which is discussed with a subset of the Investment Committee at a Preliminary Screen meeting. At a Preliminary Screen meeting, the Investment Team presents an overview of the business, proposed capital structure, proposed terms (if applicable at this stage), key investment highlights and risks, and preliminary financial analysis. Opportunities that are approved at the Preliminary Screen meeting advance to the Due Diligence & Structuring phase.
 Due Diligence & Structuring
 All investment opportunities that pass the Preliminary Screen are subject to a comprehensive due diligence process. The Adviser uses both internal and external resources in its due diligence process including leveraging the extensive industry expertise resident in

 Morgan Stanley's businesses (subject in all cases to applicable regulations, confidentiality provisions, information barriers and policies and procedures). Diligence typically involves meeting with company management and the private equity sponsor to achieve a comprehensive understanding of the portfolio company's competitive positioning, competitive advantage, company strategy and risks and mitigants associated with the proposed investment.
 Additionally, the Investment Team, to the extent applicable, conducts supplemental diligence including:
 • Financial analysis;
 • Capital structure review;
 • Covenant analysis;
 • Review of third-party due diligence reports (financial, industry, legal, technology, insurance and/or environmental);
 • Industry research;
 • Customer calls;
 • Industry expert calls;
 • Management background checks;
 • Consideration of environmental, social and governance ("ESG") issues; and
 • Negotiation of legal documentation.
 The Investment Team reviews ESG considerations as part of its due diligence process, these considerations include, but not limited to, whether the borrower has formal ESG and compliance policies, type of activities carried on by the borrower (e.g., energy usage, carbon emissions, fossil fuel exposure, nuclear energy) and hiring practices. As a part of ESG due diligence, the Investment Team evaluates each potential borrower utilizing a standard ESG template to determine an ESG score for each potential borrower. Borrowers who score beneath an internally set threshold require additional discussion and consideration by the Investment Committee. The identification of a material ESG risk will not necessarily be determinative in our Adviser's decision to lend to a potential borrower, and we may invest in portfolio companies that score poorly in our Adviser's ESG due diligence. In addition, material ESG issues are reported and discussed as part of the Adviser's ongoing portfolio management processes on a regular basis.
 Investment Committee Approval & Closing
 The Investment Committee is engaged throughout the investment process to provide guidance on best practices, industry expertise and related deal experience drawn from their relevant experience.
 Based on the findings in the Due Diligence & Structuring phase, the Investment Team prepares a detailed memo that is presented to the Investment Committee.
 A majority of the Investment Committee, including approval by Mr. Levin, must approve a transaction in order for us to pursue the opportunity. Once approved, the Investment Team works towards closing and funding the investment. Any changes to the investment after approval along with key legal terms are documented and circulated to the Investment Committee prior to closing in the form of a closing memo.
 Portfolio Management
 We believe that proactive monitoring of our portfolio companies is an important part of the investment process. The Adviser engages in formal and informal dialogue with portfolio company management teams, private equity sponsors, suppliers and customers, as appropriate, through conversations facilitated, in part, by the Firm's global network in an attempt to give us an ongoing advantage relative to other investors. The Adviser receives monthly or quarterly financial reports from portfolio companies. This information access and ongoing interactions with portfolio companies and sponsors should provide the Adviser with the ability to anticipate any potential performance or liquidity issues at an early stage and to work proactively toward mitigating potential losses. Our Adviser holds quarterly portfolio reviews. In conjunction with the quarterly portfolio reviews, the Adviser compiles a quarterly risk report that examines, among other things, migration in portfolio and loan level investment mix, industry diversification, ESG review, internal risk ratings, revenue, EBITDA and leverage.
 Frequency of review of individual loans is determined on a case-by-case basis, based on an Internal Risk Rating, total exposure and other criteria set forth by the Investment Committee. Performing loans, or loans on which the borrower has historically made payments of principal and interest on time, are typically discussed every quarter, while any loan that has been downgraded under our Internal Risk Rating scale is typically discussed quarterly at a minimum and more frequently as appropriate. In addition, the Adviser holds monthly "watchlist" meetings which include a discussion of all transactions that have been downgraded, or are at risk for downgrade, under our Adviser's Internal Risk Rating system.
 As part of the monitoring process, our Adviser has developed risk policies pursuant to which it regularly assesses the risk profile of each of our debt investments. Our Adviser has developed a classification system to group investments into four categories. The investments are evaluated regularly and assigned a category based on certain credit metrics. Our Adviser's ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of 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 and 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.
 Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be changed over time. For investments rated 3 or 4, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company by conducting a formal review of the portfolio company on a monthly basis and taking any actions deemed appropriate from the results of such review. Refer to "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Portfolio, Investment Activity and Results of Operations" for further details.
 Beyond the policies and protocols detailed above, our Investment Team performs analysis and projections in response to market conditions to assess potential exposure to our portfolio. Sample analysis includes evaluation of the impact from market, economic and geopolitical conditions that may from time to time result in periods of capital markets volatility and economic uncertainty.
 The Internal Risk Ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.
 Liquid Loan Portfolio
 Our Adviser invests a portion of our portfolio in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, for cash management purposes including, among other things, to manage payment obligations under our unit repurchase program. Our Adviser's credit research analysts, specialized by industry, conduct a thorough four-part analysis - fundamental credit analysis, quantitative analysis, structural analysis and relative value analysis and identify investments that meet the parameters. Depending on various factors, including our cash flows and the market for middle-market company debt investments, we expect that our liquid loan portfolio could represent a material portion of our investments from time to time.
 Allocation of Investment Opportunities and Potential Conflicts of Interest; Co-Investment Opportunities
 As a diversified global financial services firm, Morgan Stanley engages in a broad spectrum of activities. In the ordinary course of its business, Morgan Stanley is a full-service investment banking and financial services firm and therefore engages in activities where Morgan Stanley's interests or the interests of its clients may conflict with the interests of our unitholders. Morgan Stanley has advised and may advise clients and has sponsored, managed or advised Affiliated Investment Accounts (as defined below) with a wide variety of investment objectives that in some instances may overlap or conflict with our investment objectives and present conflicts of interest. Certain members of the Investment Team and the Investment Committee will make investment decisions on behalf of Affiliated Investment Accounts, including Affiliated Investment Accounts with investment objectives that overlap with ours. The term "Affiliated Investment Accounts" includes certain alternative investment funds, regulated funds and investment programs, accounts and businesses that are advised by or affiliated with the Adviser or its affiliates or through which IM otherwise conducts its business, together with any new or successor to such funds, programs, accounts or businesses. For instance, the Adviser serves as the investment adviser to the other MS BDCs. 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 of the BDCs on the MS Private Credit platform, even during periods of financial distress.
 These activities create potential conflicts in allocating investment opportunities among us and other Affiliated Investment Accounts. As a BDC regulated under the 1940 Act, we are subject to certain limitations relating to co-investments and joint transactions with affiliates, which likely will, in certain circumstances, limit our ability to make investments or enter into other transactions alongside the Adviser and other Affiliated Investment Accounts. Although the Adviser has implemented allocation policies and procedures, there can be no assurance that such regulatory restrictions will not adversely affect our ability to capitalize on attractive investment opportunities. See "—Investments by Morgan Stanley and its Affiliated Investment Accounts."

 We may, however, invest alongside the Affiliated Investment Accounts, including the MS BDCs, and any proprietary accounts of Morgan Stanley, if applicable, in certain circumstances where doing so is consistent with our Adviser's allocation policies and procedures, applicable law and SEC staff interpretations, guidance and any exemptive relief order applicable to us and/or the Adviser. The SEC has granted our Adviser an exemptive order (as amended, the "Order") that allows us to enter into certain negotiated co-investment transactions alongside certain Affiliated Investment Accounts, including the MS BDCs, and any proprietary accounts of Morgan Stanley, as applicable, in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, we are permitted to co-invest with our affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of our eligible directors makes certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to us and our unitholders and do not involve overreaching in respect of us or our unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our unitholders and is consistent with our investment objective and strategies. See "—Co-Investment Transactions."
 Investments by Morgan Stanley and Its Affiliated Investment Accounts
 Morgan Stanley has advised, and may advise, clients and has sponsored, managed or advised the Affiliated Investment Accounts with a wide variety of investment objectives that in some instances may overlap or conflict with our investment objectives and present conflicts of interest, including without limitation, the MS BDCs, whose investment objectives overlap with us. In addition, Morgan Stanley routinely makes equity and private debt investments in connection with its global business and operations. MS Private Credit may also from time to time create new or successor Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley, that may compete with us for investment opportunities or overlap in terms of investment strategy and may present similar conflicts of interest. Morgan Stanley and/or some of its Affiliated Investment Accounts have routinely made, and will continue to make, investments that fall within our investment objectives. Certain members of the Investment Team and the Investment Committee may make investment decisions on behalf of Affiliated Investment Accounts, including Affiliated Investment Accounts with investment objectives that overlap with us.
 Morgan Stanley currently invests and plans to continue to invest on its own behalf and on behalf of its Affiliated Investment Accounts in a wide variety of investment opportunities in North America, Europe and elsewhere. Morgan Stanley and, to the extent consistent with applicable law, exemptive relief and/or the Adviser's allocation policies and procedures, its Affiliated Investment Accounts will be permitted to invest in investment opportunities without making such opportunities available to us beforehand. Subject to the requirements of any applicable exemptive relief, Morgan Stanley may offer investments that fall into the investment objectives of an Affiliated Investment Account to such account or make such investment on its own behalf, even though such investment also falls within our investment objectives. We may invest in opportunities that Morgan Stanley and/or one or more Affiliated Investment Accounts has declined, and vice versa. Certain of these Affiliated Investment Accounts may provide for higher management fees or incentive fees or have greater expense reimbursements or overhead allocations, or permit the Adviser and its affiliates to receive higher origination and other transaction fees, which may create an incentive for the Adviser to favor such Affiliated Investment Accounts. The Adviser expects to enter into one or more contractual arrangements with third parties ("Syndication Partners"), including certain third parties that may or may not be advisory clients of the Adviser, whereby, subject to certain investment criteria, the Adviser would agree to present such third parties with certain co-investment opportunities alongside the MS Private Credit platform, including us.
 To seek to reduce potential conflicts of interest and to attempt to allocate such investment opportunities in a fair and equitable manner, the Adviser has implemented allocation policies and procedures. These policies and procedures are intended to give all applicable Affiliated Investment Accounts, including us, fair access to new private credit investment opportunities consistent with the requirements of organizational documents, investment strategies, applicable laws and regulations, the fiduciary duties of the Adviser, and to meet the conditions of the Order. The Order allows certain of the Affiliated Investment Accounts to participate in negotiated co-investment transactions, subject to the conditions set forth therein as described under "Co-Investment Transactions" below. Each Affiliated Investment Account and Syndication Partner that is subject to the Adviser's allocation policies and procedures, including us, is assigned a portfolio manager by the Adviser. The portfolio managers review potential investment opportunities and will make an initial determination with respect to the allocation of each applicable opportunity taking into account various factors, including, but not limited to those described under "—Co-Investment Transactions." The Adviser is empowered to take into account other considerations it deems appropriate to ensure a fair and equitable allocation of opportunities. The allocation policies and procedures are subject to change. Investors should note that the conflicts inherent in making such allocation decisions may not always be resolved to our advantage. There can be no assurance that we will have an opportunity to participate in certain opportunities that fall within our investment objectives.
 It is possible that Morgan Stanley or an Affiliated Investment Account will invest in a company that is or becomes a competitor of our portfolio company. Such investment could create a conflict between us, on the one hand, and Morgan Stanley or the Affiliated Investment Account, on the other hand. In such a situation, Morgan Stanley may also have a conflict in the allocation of its own resources to the portfolio company. In addition, certain Affiliated Investment Accounts will be focused primarily on investing in other funds which may have strategies that overlap and/or directly conflict and compete with us. In certain cases, we may be unable to invest in attractive opportunities because of the investment by these Affiliated Investment Accounts in such private equity or private credit funds.
 It should be noted that Morgan Stanley has, directly or indirectly, made large investments in certain of its Affiliated Investment Accounts, including the MS BDCs, and accordingly Morgan Stanley's investment in us may not be a determining factor in the outcome of any of the foregoing conflicts. Nothing herein restricts or in any way limits the activities of Morgan Stanley, including its

 ability to buy or sell interests in, or provide financing to, equity and/or debt instruments, funds or portfolio companies, for its own accounts or for the accounts of Affiliated Investment Accounts or other investment funds or clients in accordance with applicable law.
 To the extent consistent with applicable law and/or any exemptive relief applicable to us and/or the Adviser, in addition to such co-investments, the Company and Morgan Stanley or an Affiliated Investment Account may, as part of unrelated transactions, invest in either the same or different tiers of a portfolio company's capital structure or in an affiliate of such portfolio company. To the extent we hold investments in the same portfolio company or in an affiliate thereof that are different (including with respect to their relative seniority) than those held by Morgan Stanley or an Affiliated Investment Account, the Adviser and Morgan Stanley may be presented with decisions when the interests of the two co-investors are in conflict. In circumstances where there is a portfolio company in which we have an equity or debt investment and in which Morgan Stanley or an Affiliated Investment Account has an equity or senior debt investment elsewhere in the portfolio company's capital structure, Morgan Stanley may have conflicting loyalties between its duties to its stockholders, the Affiliated Investment Account, us, certain of its other affiliates and the portfolio company. In that regard, actions may be taken for Morgan Stanley or such Affiliated Investment Account that are adverse to us, or actions may or may not be taken by us due to Morgan Stanley's or such Affiliated Investment Account's investment, which action or failure to act may be adverse to us. In addition, it is possible that in a bankruptcy proceeding, our interest may be subordinated or otherwise adversely affected by virtue of Morgan Stanley's or such Affiliated Investment Account's involvement and actions relating to its investment. Decisions about what action should be taken in a troubled situation, including whether to enforce claims, whether to advocate or initiate restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, raise conflicts of interest. If a portfolio company becomes troubled, we might arguably be best served by a liquidation that would result in its debt being paid, but leave nothing for Morgan Stanley or such Affiliated Investment Accounts. In those circumstances where we and Morgan Stanley or such Affiliated Investment Accounts hold investments in different classes of a company's debt or equity, Morgan Stanley may also, to the fullest extent permitted by applicable law, take steps to reduce the potential for adversity between us and Morgan Stanley or such Affiliated Investment Accounts, including causing us to take certain actions that, in the absence of such conflict, it would not take, such as (A) remaining passive in a restructuring or similar situations (including electing not to vote or voting pro rata with other security-holders), (B) divesting investments or (C) otherwise taking an action designed to reduce adversity. A similar standard generally will apply if Morgan Stanley or such Affiliated Investment Accounts make an investment in a company or asset in which we hold an investment in a different class of such company's debt or equity securities or such asset.
 Our Adviser or its affiliates may engage in certain origination activities and receive arrangement, structuring or similar fees in connection with such activities. See "Item 1A. Risk Factors-Risks Relating to our Business and Structure—Conflicts related to obligations the Investment Committee, the Adviser or its affiliates have to other clients and conflicts related to fees and expenses of such other clients." Our Adviser's liability is limited under our Investment Advisory Agreement, and we are required to indemnify our Adviser against certain liabilities. These protections may lead our Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account. See "Item 1A. Risk Factors-Risks Relating to Our Business and Structure-The liability of each of the Adviser, and the Administrator is limited, and we have agreed to indemnify each of the Adviser and the Administrator against certain liabilities, which may lead them to act in a riskier manner on our behalf than each would when acting for its own account."
 Co-Investment Transactions
 Our Adviser has received the Order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain Affiliated Investment Accounts, including the MS BDCs and which may include proprietary accounts of Morgan Stanley. Subject to the 1940 Act and the conditions of the Order, we may, under certain circumstances, co-invest with Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley, in investments that are suitable for us and one or more of such Affiliated Investment Accounts or proprietary accounts of Morgan Stanley. Even though we and any such Affiliated Investment Account or proprietary account co-invest in the same securities, conflicts of interest may still arise. If the Adviser is presented with co-investment opportunities that generally fall within our investment objective and other board-established criteria and those of one or more Affiliated Investment Accounts advised by the Adviser, whether focused on a debt strategy or otherwise, the Adviser will allocate such opportunities among us and such Affiliated Investment Accounts in a manner consistent with the Order and our Adviser's allocation policies and procedures, as discussed herein.
 Investment opportunities for all other Affiliated Investment Accounts not advised by our Adviser, which may include proprietary accounts of Morgan Stanley, are allocated in accordance with their respective investment advisers' and Morgan Stanley's other allocation policies and procedures. Such policies and procedures may result in certain investment opportunities that are attractive to us being allocated to other Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley.
 With respect to co-investment transactions conducted under the Order, initial internal allocations among us and certain other Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley, or the Internal Order, will generally be made taking into account a variety of factors which may include factors not limited to: investment guidelines, goals or restrictions of the applicable Affiliated Investment Accounts or proprietary account, available capital and liquidity restrictions, target position hold size, diversification requirements and objectives, issuer, industry and geographical considerations, leverage covenants or restrictions, tax considerations, legal or regulatory considerations and risk considerations, prohibitions or restrictions on "joint transactions" for entities regulated under the 1940 Act, compliance with co-investment order conditions pursuant to our Order and other applicable guidance and relief, as applicable. If we invest in a transaction under the Order and, immediately before the submission of the order for us and the other participating Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley, the opportunity is oversubscribed, it will generally be allocated on a pro rata basis based on Internal Order's size. Final allocations are generally approved by an allocation committee comprised of senior management, subject to certain exceptions described in the Order. Our Board of Directors regularly reviews the allocation policies and procedures and code of ethics of the Adviser.

 All of the foregoing may reduce the number of investment opportunities available to us and may create conflicts of interest in allocating investment opportunities among us and the Affiliated Investment Accounts, including any proprietary accounts of Morgan Stanley.
 Competition
 Our primary competitors in providing financing to middle-market companies include public and private investment funds, other BDCs, commercial finance companies and, to the extent they provide an alternative form of financing, private equity, mezzanine and hedge funds, as well as issuers of collateralized loan obligations ("CLOs") and other structured loan funds, and to a lesser extent, commercial and investment banks. Some of our potential competitors may be more experienced and may have more resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. Our competitors have incurred, or may in the future incur, leverage to finance their debt investments at levels or on terms more favorable than those available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we do, which could allow them to consider a wider variety of investments and establish more relationships than us.
 Among other factors, the returns on investments available in the marketplace are a function of the supply of investment opportunities and the amount of capital investing in such opportunities. Strong competition for investments, including from new competitors, could result in fewer investment opportunities and less favorable pricing for us, as our competitors target the same or similar investments that we intend to purchase. Moreover, identifying attractive investment opportunities is difficult and involves a high degree of uncertainty. For additional information concerning the competitive risks we face, see "Item 1A. Risk Factors — Risks Relating to Our Business and Structure — We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses."
 Capital Resources and Borrowings
 As a RIC, we intend to distribute substantially all of our net income to our unitholders. We anticipate generating cash from the issuance of units and cash flows from operations, including interest received on our debt investments.
 Additionally, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of units senior to our Units if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. As of December 31, 2024 and December 31, 2023, our asset coverage ratio was 213.0% and 351.0%.
 While any indebtedness and senior securities remain outstanding, we must take provisions to prohibit any distribution to our unitholders (which may cause us to fail to distribute amounts necessary to avoid entity-level taxation under the Code), or the repurchase of such securities or units unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. In addition, we must also comply with positive and negative covenants customary for these types of facilities. See Note 6. "Debt" in the notes to the accompanying consolidated financial statements.

 Distribution Reinvestment Plan
 We have adopted an "opt out" distribution reinvestment plan ("DRIP"). As a result, if our Board of Directors authorizes, and we declare, a cash distribution, our unitholders will have their cash distributions automatically reinvested in additional units of same class of units to which the distribution relates unless they specifically "opt out" of the DRIP and elect to receive distributions in cash.
 A registered holder of Units may elect to "opt out" of the DRIP by notifying the plan administrator and our transfer agent and registrar, currently State Street Bank and Trust Company ("State Street"), in writing so that such notice is received by the plan administrator no later than ten days prior to the record date for a distribution to common unitholders in order to receive such distribution in cash. We expect to include the record date for our distributions in our periodic reports under the Exchange Act. The plan administrator will set up an account for each unitholder who does not "opt out" of the DRIP in order to acquire Units in non-certificated form through the plan. Unitholders who hold Units through a broker or other financial intermediary may opt out of the DRIP by notifying their broker or other financial intermediary of their election.
 We use newly issued Units to implement the DRIP, with such Units to be issued at the most recent price per Unit as determined by the Company or, if more recent, the most recent net asset value the Units as determined by the Board of Directors (including any committee thereof), subject, in each case, to adjustment to the extent necessary to comply with Section 23 of the 1940 Act. The number of Units to be issued to a unitholder is determined by dividing the total dollar amount of the distribution payable to such unitholder by the price per Unit. Any Units received in a distribution will have a new holding period for tax purposes commencing on the day following the day on which such Units are credited to the U.S. holder's account.
 There will be no brokerage or other charges to unitholders who participate in the plan. The DRIP administrator's fees under the plan will be paid by us and, therefore, will be borne by our unitholders.

 Unitholders who elect to receive distributions in the form of Units are generally subject to the same U.S. federal, state and local tax consequences as are unitholders who receive their distributions in cash. However, since a participating unitholder's cash distributions would be reinvested in Units, such unitholder will not receive cash with which to pay applicable taxes on reinvested distributions. A unitholder's basis for determining gain or loss upon the sale of Units received in a distribution from us will generally be equal to the cash that would have been received if the unitholder had received the distribution in cash. Any Units received in a distribution will have a new holding period for tax purposes commencing on the day following the day on which such Units are credited to the U.S. holder's account.
 We may terminate the DRIP upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any distribution by us.
 Investment Advisory Agreement
 We entered into an Investment Advisory Agreement with our Investment Adviser on November 4, 2021 (the "Investment Advisory Agreement"). The Investment Advisory Agreement had an initial term of two years and continues thereafter from year to year if approved annually by a majority of our unitholders or a majority of the Board of Directors, including a majority of the directors who are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act (the "Independent Directors"). The renewal of the Investment Advisory Agreement was most recently re-approved in August 2024.
 Pursuant to the Investment Advisory Agreement, we pay our Adviser a fee for investment advisory and management services consisting of two components – a base management fee and an incentive fee. As a part of the Investment Advisory Agreement, we agree to reimburse the Adviser for certain expenses it incurs on our behalf.
 Base Management Fee
 The base management fee is calculated at an annual rate of 1.25% based on the average of our net asset value at the end of the two most recently completed calendar months. All or part of the base management fee not taken as to any month will be deferred without interest and may be taken in any subsequent month prior to the termination of the Investment Advisory Agreement, and any such recoupment would be subject to any applicable expense waiver. Base management fees for any partial month are prorated based on the number of days in the month.
 Incentive Fee
 We also pay the Adviser an incentive fee consisting of two parts. The first part is determined and paid quarterly based on our pre-incentive fee net investment income and the second part is determined and payable in arrears based on net capital gains as of the end of each calendar year or upon termination of the Investment Advisory Agreement.
 Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the base management fee, expenses payable under the Administration Agreement and any interest expense and distributions paid on any issued and outstanding preferred units, but excluding the incentive fee, any servicing fees and/or distribution fees paid to broker dealers. 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 payment-in-kind ("PIK") interest and zero coupon securities), accrued income that we have 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, we pay the Investment Adviser an incentive fee with respect to our pre-incentive fee net investment income as follows:
 • No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which pre-incentive fee net investment income does not exceed a hurdle rate of 1.25% (5% annualized);
 •100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.4286% in any quarter (5.7143% annualized). We refer to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.4286%) as the "catch-up." The "catch-up" is meant to provide the Investment Adviser with approximately 12.5% of pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.4286% in any calendar quarter; and
 •12.5% of the pre-incentive fee net investment income, if any, that exceeds 1.4286% in any calendar quarter (5.7143% annualized), which reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all pre-incentive fee net investment income is paid to the Investment Adviser.
 The following is a graphical representative of the incentive fee calculation pursuant to the Investment Advisory Agreement:
 Quarterly Income Component of Income and Capital Gains Incentive Fee Calculation Based on Net Income

 Pre-Incentive Fee Net Investment Income
 (Expressed as a Percentage of the Value of Net Assets)

 If market interest rates rise, we may be able to invest our funds in debt instruments that provide for a higher return, which would increase our pre-incentive fee net investment income and make it easier for the Adviser to surpass the hurdle rate and receive an incentive fee on such net investment income. PIK interest and original issue discount ("OID") will also increase our pre-incentive fee net investment income and make it easier to surpass the hurdle rate. Our pre-incentive fee net investment income used to calculate this part of the incentive fee is also included in the amount of our total net assets used to calculate the base management fee.
 Under the Investment Advisory Agreement, we pay the Adviser an incentive fee on capital gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 12.5% of our realized capital gains, if any, on a cumulative basis from the date of our election to be regulated as a BDC through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (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 we owned the reference assets directly.
 Under U.S. GAAP, we are 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 we record an incentive fee on capital gain incentive fee equal to 12.5% of such amount, less the aggregate amount of any previously paid capital gain incentive fees. If such amount is negative, no accrual is recorded for such period.
 Our Board of Directors monitors the mix and performance of our investments over time and seeks to satisfy itself that the Adviser is acting in our interests and that our fee structure appropriately incentivizes the Adviser to do so.
 Examples of Quarterly Incentive Fee Calculation Example 1:
 Income Related Portion of Incentive Fee(*):
 Alternative 1
 Investment income (including interest, dividends, fees, etc.) = 1.25% Hurdle rate(1) = 1.25%
 Base management fee(2) = 0.3125%
 Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.175%
 Pre-incentive fee net investment income (investment income – (base management fee + other expenses)) = 0.7625%
 Pre-incentive net investment income does not exceed hurdle rate, therefore there is no incentive fee.
 Alternative 2
 Investment income (including interest, dividends, fees, etc.) = 1.85% Hurdle rate(1) = 1.25%
 Base management fee(2) = 0.3125%
 Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.175%
 Pre-incentive fee net investment income (investment income – (base management fee + other expenses)) = 1.3625% which exceeds the hurdle rate

 Incentive fee = 12.5% pre-incentive fee net investment income, subject to the "catch-up"(4)
 = 100% (1.3625% – 1.25%)
 = 0.1125%
 Alternative 3
 Investment income (including interest, dividends, fees, etc.) = 2.5% Hurdle rate(1) = 1.25%
 Base management fee(2) = 0.3125%
 Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.175%
 Pre-incentive fee net investment income (investment income – (base management fee + other expenses)) = 2.0125%
 Incentive fee = 12.5% pre-incentive fee net investment income, subject to "catch-up"(4)
 = 100% "catch-up" + (12.5% (pre-incentive fee net investment income – 1.4286%)) Catch-up = 1.4286% – 1.25% = 0.1786%
 Incentive fee = (100% 0.1786%) + (12.5% (2.0125% – 1.4286%))
 = 0.1786% + (12.5% 0.5839%)
 = 0.1786% + 0.0730%
 (*) The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of total net assets.
 (1)Represents 5% annualized hurdle rate.
 (2)Represents 1.25% annualized base management fee.
 (3)Excludes organizational and offering expenses.
 (4)The "catch-up" provision is intended to provide our Adviser with an incentive fee of 12.5% on all of our pre-incentive fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 1.4286% in any calendar quarter.
 Example 2: Capital Gains Portion of Incentive Fee:
 Alternative 1
 • Year 1: $20 million investment made in Company A ("Investment A"), and $30 million investment made in Company B ("Investment B")
 • Year 2: Investment A sold for $50 million and fair market value ("FMV") of Investment B determined to be $32 million
 • Year 3: FMV of Investment B determined to be $25 million
 • Year 4: Investment B sold for $31 million
 The capital gains portion of the incentive fee, if any, would be:
 • Year 1: None
 • Year 2: $3.75 million capital gains incentive fee
 $30 million realized capital gains on sale of Investment A multiplied by 12.5%
 • Year 3: None
 $3.175 million cumulative fee (12.5% multiplied by $25 million ($30 million Cumulative Capital Gains less $5 million cumulative capital depreciation)) less $3.75 million (previous capital gains fee paid in Year 2)
 • Year 4: $0.125 million capital gains incentive fee
 $3.875 million cumulative fee ($31 million cumulative realized capital gains multiplied by 12.5%)
 less
 $3.75 million (previous capital gains fee paid in Year 2)
 Alternative 2

 • Year 1: $20 million investment made in Company A ("Investment A"), $30 million investment made in Company B ("Investment B") and $25 million investment made in Company C ("Investment C")
 • Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million
 • Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million
 • Year 4: FMV of Investment B determined to be $35 million
 • Year 5: Investment B sold for $20 million
 The capital gains portion of the incentive fee, if any, would be:
 • Year 1: None
 • Year 2: $3.125 million capital gains incentive fee
 12.5% multiplied by $25 million ($30 million realized capital gains on sale of Investment A less $5 million unrealized capital depreciation on Investment B)
 • Year 3: $0.875 million capital gains incentive fee
 $4.0 million cumulative fee (12.5% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $3.125 million (previous capital gains fee paid in Year 2)
 • Year 4: $0.375 million capital gains incentive fee, calculated as follows:
 $4.375 million cumulative fee (12.5% multiplied by $35 million cumulative realized capital gains) less $4.0 million (previous cumulative capital gains fees paid in Year 2 and Year 3)
 • Year 5: None
 $3.125 million cumulative fee (12.5% multiplied by $25 million ($35 million cumulative realized capital gains less $10 million realized capital losses)) less $4.375 million (previous Cumulative Capital Gains fee paid in Year 2, 3 and Year 4)
 Administration Agreement
 We entered into the Administration Agreement with our Administrator who provides us with office space, office services and equipment. Under the Administration Agreement, our Administrator also performs, or oversees the performance of, our required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology, internal audit and investor relations, and being responsible for the financial records that we are required to maintain and preparing reports to our unitholders and reports filed with the SEC. In addition, our Administrator assists us in determining and publishing our net asset value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our unitholders, our internal control assessment under the Sarbanes-Oxley Act, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Administration Agreement had an initial term of two years and continues thereafter from year to year if approved annually by our Board of Directors, which most recently re-approved the Administration Agreement in August 2024.
 Payments under the Administration Agreement are equal to an amount that reimburses our Administrator for its costs and expenses and our allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the compensation paid to our Chief Compliance Officer and Chief Financial Officer. Our Board of Directors, including our Independent Directors, reviews the allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement to determine whether such expenses are reasonable and reviews the methodology employed in determining how the expenses are allocated among us and the other MS BDCs. The Administration Agreement may be terminated by either party without penalty upon 60 days' written notice to the other party. Additionally, we ultimately bear the costs of any sub-administration agreements that our Administrator enters into.
 Our Administrator reserves the right to waive all or part of any reimbursements due from us at its sole discretion.
 The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, our Administrator and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it will be entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of our Administrator's services under the Administration Agreement or otherwise as an administrator for us, subject to the provisions of the 1940 Act.
 In addition, pursuant to a sub-administration agreement, our Administrator has engaged State Street to act on behalf of our Administrator in the performance of certain other administrative services for us. We have also engaged State Street directly to serve as our custodian and as our Units transfer agent, distribution paying agent and registrar.

 Unit Repurchase Program
 We do not intend to list our Units on a securities exchange, and we do not expect there to be a public market for our Units. As a result, if a unitholder purchases our Units, the unitholder's ability to sell units will be limited.
 We intend to limit the number of units to be repurchased in each quarter to no more than 5% of our outstanding units (either by number of units or aggregate net asset value) as of such quarter end. All units purchased by us pursuant to the terms of each offer to repurchase will be retired and thereafter will be authorized and unissued units.
 Any periodic repurchase offers will be subject in part to our available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively. While we intend to conduct quarterly repurchase offers as described above, we are not required to do so and may suspend or terminate the unit repurchase program at any time. As a result, unit repurchases may not be available each quarter. We have conducted such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act.
 A unitholder may tender all of the units owned. There is no repurchase priority for a unitholder under the circumstances of death or disability of such unitholder.
 In the event the amount of units tendered exceeds the repurchase offer amount, units will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the unit repurchase plan, as applicable. We will have no obligation to repurchase units, including if the repurchase would violate the restrictions on distributions under federal law or Delaware law. The limitations and restrictions described above may prevent us from accommodating all repurchase requests made in any quarter. Our unit repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market.
 We will offer to repurchase units on such terms as may be determined by our Board of Directors in its complete and absolute discretion unless, in the judgment of our Independent Directors, such repurchases would not be in the best interests of our unitholders or would violate applicable law.
 There is no assurance that our Board of Directors will exercise its discretion to offer to repurchase units in any given quarter, or at all, or that there will be sufficient funds available to accommodate all of our unitholders' requests for repurchase. As a result, we may repurchase less than the full amount of units that a unitholder requests to have repurchased. If we do not repurchase the full amount of a unitholder's units requested to be repurchased, or we determine not to make repurchases of a unitholder's units, a unitholder will likely not be able to dispose of units, even if we under-perform. Any periodic repurchase offers will be subject in part to our available cash and compliance with the RIC qualification and diversification rules and the 1940 Act. Unitholders will pay neither a direct nor indirect fee to us in connection with our repurchase of units under the unit repurchase program.
 The Company will repurchase units from unitholders pursuant to written tenders on terms and conditions that the Board of Directors determines to be fair to the Company and to all unitholders. When the Board of Directors determines that the Company will repurchase Units, notice will be provided to unitholders describing the terms of the offer, containing information unitholders should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate. Unitholders deciding whether to tender their units during the period that a repurchase offer is open may obtain our most recent net asset value per unit in our filings with the SEC, which are available to the public through the SEC's website ( Each unitholder whose Units (or portion thereof) have been accepted for repurchase will continue to be a unitholder until the valuation date (and thereafter if not all of its Units are repurchased) and may exercise his or her voting rights with respect to the repurchased Units (or portion thereof) until the valuation date.
 If during any consecutive period of four calendar quarters, the Company does not complete a tender offer in which the Company accepts for repurchase the lesser of (i) 100% of properly tendered units and (ii) 5% of the outstanding units (either by number of units or aggregate net asset value) as of such quarter end (a "Qualifying Tender"), the Company will not make commitments for new portfolio investments (excluding short-term cash management investments under 30 days in duration) and will reserve available assets to satisfy future tender requests until a Qualifying Tender occurs; provided, however, that the Company will continue to use available funds and liquidity (a) to pay, and/or establish reserves for, our actual or anticipated expenses, including a management fee and incentive fees, any amounts that may become due under any borrowings or other financings or similar obligations and any other liabilities, contingent or otherwise, whether incurred before, during or after the end of the relevant four calendar quarter period, (b) to fulfill investment commitments made or approved by our Adviser's investment committee prior to the expiration of the relevant four calendar quarter period, (c) to fund follow-on investments made in existing portfolio companies (including transactions to hedge interest rates relating to such additional investments) and amounts to protect the value of existing investments (for example, without limitation, follow-on debt or equity investments made to protect existing investments) as necessary, (d) to engage in hedging transactions, (e) to fund obligations under any guarantee or indemnity made by us prior to the end of the relevant four calendar quarter period, (f) to fulfill obligations with respect to any purchase price due from an investor on a drawdown date that such investor fails to pay or (g) as necessary for us to comply with applicable laws and regulations, including the 1940 Act and the Code.
 The majority of our assets will consist of instruments that cannot generally be readily liquidated without impacting our ability to realize full value upon their disposition. Therefore, we may not always have sufficient liquid resources to make repurchase offers. In

 order to provide liquidity for unit repurchases, we intend to generally maintain under normal circumstances an allocation to syndicated loans and other liquid investments. We may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources. Should making repurchase offers, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should we otherwise determine that investing our liquid assets in originated loans or other illiquid investments rather than repurchasing our Units is in the best interests of the Company as a whole, then we may choose to offer to repurchase fewer units than described above, or none at all.
 Payment for repurchased units may require us to liquidate portfolio holdings earlier than our Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase our investment-related expenses as a result of higher portfolio turnover rates. Our Adviser intends to take measures, subject to policies as may be established by our Board of Directors, to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of units.
 Summary Risk Factors
 The risk factors described below are a summary of the principal risk factors associated with an investment in us. These are not the only risks we face. You should carefully consider these risk factors, together with the risk factors set forth in "Item 1A. Risk Factors" of this report and other reports and documents we file with the SEC.
 Risks Relating to Our Business and Structure
 • Operating as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility.
 • We are subject to risks associated with the current interest rate environment and to the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income.
 • We depend upon our Adviser, and our Administrator for our success and upon their access to the investment professionals and partners of Morgan Stanley and its affiliates.
 • Our business model depends to a significant extent upon strong referral relationships with private equity sponsors.
 • We may not replicate the historical results achieved by other entities advised or sponsored by members of the Investment Committee or by the Adviser or its affiliates.
 • Our financial condition and results of operations depend on our ability to manage future growth effectively.
 • The Adviser may frequently be required to make investment analyses and decisions on an expedited basis.
 • There are significant potential conflicts of interest that could affect our investment returns.
 • Our incentive fee structure may create incentives for the Adviser that are not fully aligned with the interests of our unitholders and may induce the Adviser to make speculative investments.
 • Our ability to enter into transactions with our affiliates is restricted.
 • We operate in a highly competitive market for investment opportunities.
 • We will be subject to corporate-level income tax if we are unable to qualify as a RIC.
 • We will need to raise additional capital to grow because we must distribute most of our income.
 • Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.
 • We are subject to risks associated with our Credit Facilities.
 • We expose ourselves to risks when we engage in hedging transactions.
 • Failure to qualify as a BDC would decrease our operating flexibility.
 • The majority of our portfolio investments are recorded at fair value as determined in good faith by our Valuation Designee and, as a result, there may be uncertainty as to the value of our portfolio investments.
 • We are a non-diversified investment company within the meaning of the 1940 Act.
 • Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or unitholder approval, and we may temporarily deviate from our regular investment strategy.
 • The Adviser and Administrator can each resign on 60 days' notice, and we may not be able to find a suitable replacement within that time.
 • The liability of each of the Adviser and the Administrator is limited.
 • Our business could be unable to realize the benefits anticipated by the SLIC Acquisition, including estimated cost savings, or it could take longer than anticipated to achieve such benefits.
 Risks Relating to the Notes
 • The Company's Notes (as defined below) are unsecured and therefore are effectively subordinated to any secured indebtedness we may incur. Additionally, the Notes are not guaranteed by Morgan Stanley.
 • The Notes are subordinated structurally to the indebtedness and other liabilities of our subsidiaries.
 • A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Notes, if any, could cause the liquidity or market value of the Notes to decline significantly.
 • An increase in market interest rates could result in a decrease in the value of the Notes.
 Risks Relating to Our Investments

 • Limitations of investment due diligence expose us to investment risk.
 • Our debt investments may be risky and we could lose all or part of our investments.
 • Defaults by our portfolio companies will harm our operating results.
 • Inflation could adversely impact our portfolio companies and our results of our operations.
 • Subordinated liens on collateral securing debt investments that we will make to our portfolio companies may be subject to control by senior creditors with first priority liens.
 • Covenant-lite loans may expose us to different risks, including with respect to liquidity, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.
 • Our investments in traded bank loans and other liquid debt securities of U.S. corporate issuers could include "covenant-lite" loans, which may expose us to different risks.
 • The lack of liquidity in our investments may adversely affect our business.
 • Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.
 • Our investments in OID and PIK instruments may expose us to investment risk.
 • We may be subject to risks associated with syndicated loans.
 • Our portfolio companies may prepay loans, which may reduce our yields if capital returned cannot be invested in transactions with equal or greater expected yields.
 • Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
 • Because we generally do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio companies.
 • We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient.
 • We can offer no assurance that portfolio company management will be able to operate their companies in accordance with our expectations.
 • Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
 • We may be subject to risks under hedging transactions and may become subject to risks if we invest in foreign securities.
 Risks Relating to Our Units
 • Investing in our Units may involve an above average degree of risk.
 • Our Units are not listed, and we do not intend to list our Units on an exchange.
 • There are restrictions on the ability of holders of our Units to transfer Units in excess of the restrictions typically associated with a private offering of securities under Regulation D, Regulation S and other exemptions from registration under the Securities Act, and these restrictions could limit the liquidity of an investment in our Units and the price at which holders may be able to sell their Units.
 • There is a risk that you may not receive distributions.
 • Investors will not know the purchase price per unit at the time they submit their subscription agreements.
 • If we are unable to raise substantial funds in our ongoing, continuous "best efforts" offering, we may be limited in the number and type of investments we may make
 • We intend, but are not required, to offer to repurchase Units on a quarterly basis.
 • The price at which we may repurchase units will be determined in accordance with our unit pricing policy and, as a result, there may be uncertainty as to the value of our Units.
 • We may be unable to invest a significant portion of the net proceeds of our offering of Units on acceptable terms.
 • We have not established any limit on the amount of funds we may use from available sources to fund distributions.
 • The net asset value of our Units may fluctuate significantly.
 • Our unitholders may experience dilution in their ownership percentage.
 • Our unitholders will experience dilution in their ownership percentage if they opt out of our DRIP.
 General Risk Factors
 • We are operating in a period of capital markets volatility and economic uncertainty.
 • New or modified laws or regulations governing our or Morgan Stanley's operations may adversely affect our business.
 • Disposition of our Units by MS Credit Partners Holdings, Inc. may negatively impact our performance and the price of our Units.
 • We are highly dependent on information systems, and systems failures could significantly disrupt our business.
 • Terrorist attacks, acts of war, natural disasters, outbreaks or pandemics may impact our portfolio companies and our Adviser and harm our business, operating results and financial condition.
 Regulation
 We have elected to be regulated as a BDC under the 1940 Act. A BDC is a specialized investment vehicle that elects to be regulated under the 1940 Act as an investment company but is generally subject to less onerous requirements than other registered investment companies under a regime designed to encourage lending to U.S.-based small and mid-sized businesses. Unlike many similar types of investment vehicles that are restricted to being private entities, the stock of a BDC is permitted to trade in the public equity markets

 (although at least initially, we do not currently intend to list our Units to allow for such trading). BDCs are also eligible to elect to be treated as a RIC under Subchapter M of the Code. A RIC typically does not incur significant entity-level income taxes, because it is generally entitled to deduct distributions made to its equity holders. We elected to be treated, and intend to qualify annually, as a RIC. See "Item 1. Business — Certain Material U.S. Federal Income Tax Considerations."
 Qualifying Assets
 Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC's total assets. The principal categories of qualifying assets relevant to our proposed business are the following:
 (1)Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:
 a. Is organized under the laws of, and has its principal place of business in, the United States;
 b. Is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and
 c. Satisfies either of the following:
 i. Does not have any class of securities listed on a national securities exchange or has any class of securities listed on a national securities exchange subject to a $250 million market capitalization maximum; or
 ii. Is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result, the BDC has an affiliated person who is a director of the eligible portfolio company.
 (2)Securities of any eligible portfolio company which we control.
 (3)Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
 (4)Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.
 (5)Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.
 (6)Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.
 We deem certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities as cash equivalents. We primarily make investments in securities described in paragraphs 1 through 3 of Section 55(a) of the 1940 Act. From time to time, including at or near the end of each fiscal quarter, we may consider using various temporary investment strategies for our business, including taking proactive steps by utilizing cash equivalents as temporary assets with the objective of enhancing our investment flexibility pursuant to Section 55 of the 1940 Act. More specifically, from time-to-time we may draw down our credit facilities, as deemed appropriate, and repay such borrowings subsequent to quarter end. We may also purchase U.S. Treasury bills or other high-quality, short-term debt securities at or near the end of the quarter and typically close out the position on a net cash basis subsequent to quarter end.
 Managerial Assistance to Portfolio Companies
 A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance. However, when a BDC purchases securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.
 Temporary Investments
 Pending investment in other types of "qualifying assets," as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets.
 Senior Securities

 As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of securities senior to our Units if our asset coverage, as defined in the 1940 Act, is at least equal to the percentage set forth in Section 61 of the 1940 Act that is applicable to us at such time. On October 26, 2021, our sole unitholder approved the application of the reduced asset coverage requirements in Section 61(a)(2) to us, effective as of October 27, 2021. As a result of the unitholder approval, effective October 27, 2021, the asset coverage ratio under the 1940 Act applicable to us decreased to 150% from 200%, so long as we meet certain disclosure requirements. As defined in the 1940 Act, asset coverage of 150% means that for every $100 of net assets we hold, we may raise $200 from borrowing and issuing senior securities as compared to $100 from borrowing and issuing senior securities for every $100 of net assets under 200% asset coverage. In addition, while any senior securities remain outstanding, we will be required to make provisions to prohibit any distribution to our unitholders or the repurchase of such securities or units unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We are also permitted to borrow amounts up to 5% of the value of our total assets for temporary purposes without regard to asset coverage, which borrowings would not be considered senior securities, provided that any such borrowings in excess of 5% of the value of our total assets would be subject to the asset coverage ratio requirements of the 1940 Act, even if for temporary purposes. Regulations governing our operations as a BDC will affect our ability to raise, and the method of raising, additional capital, which may expose us to risks. We comply with the provisions of Section 61 of the 1940 Act governing capital structure and leverage on an aggregate basis with our wholly-owned, consolidated subsidiaries.
 Code of Ethics
 We and our Adviser have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code of ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the codes of ethics' requirements. The code of ethics for each of the Adviser and the Company are available on our website at  and on the SEC's website at www.sec.gov and you may obtain copies of the codes of ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.
 Proxy Voting Policies and Procedures
 We have delegated our proxy voting responsibility to our Adviser. A summary of the Proxy Voting Policies and Procedures of our Adviser are set forth below. These policies and procedures are reviewed periodically by our Adviser and, our Independent Directors, and, accordingly, are subject to change.
 An investment adviser registered under the Investment Advisers Act of 1940, as amended (the "Advisers Act") has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, we and the Adviser recognize that the Adviser must vote our securities in a timely manner free of conflicts of interest and in our best interests and the best interests of our unitholders.
 These policies and procedures for voting proxies are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.
 The Adviser votes proxies relating to our portfolio securities in what it believes to be the best interest of our unitholders. To ensure that our vote is not the product of a conflict of interest, the Adviser requires that: (1) anyone involved in the decision making process disclose to our chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (2) employees involved in the decision making process or vote administration are prohibited from revealing how the Adviser intends to vote on a proposal in order to reduce any attempted influence from interested parties.
 A copy of the Adviser's policies and procedures with respect to the voting of proxies relating to our portfolio securities is available without charge, upon request. Unitholders may obtain information regarding how the Adviser voted proxies by making a written request for proxy voting information to: North Haven Private Income Fund LLC, c/o Morgan Stanley, 1585 Broadway, New York, NY 10036 Attn: Chief Compliance Officer.
 Privacy Principles
 The Adviser has established policies with respect to nonpublic personal information provided to it with respect to individuals who are investors in us, which policies also apply to the Administrator. We have adopted the privacy policies of the Adviser as applicable to us.
 We and the Adviser each recognize the importance of maintaining the privacy of any nonpublic personal information received with respect to each investor. In the course of providing management services to us, the Adviser collects nonpublic personal information about investors from the Subscription Agreements and the certificates and exhibits thereto that each investor submits. We and the Adviser may also collect nonpublic personal information about each investor from conversations and correspondence between each investor and us or the Adviser, both prior to and during the course of each investor's investment in us.
 We and the Adviser each treat all of the nonpublic personal information we receive with respect to each investor as confidential. We and the Adviser restrict access to such information to those employees, affiliates and agents who need to know the information in order for us and the Adviser to determine whether each investor meets the regulatory requirements for an investment in us and, in the

 case of the Adviser, to provide ongoing management services to us. The Adviser maintains physical, electronic, and procedural safeguards to comply with U.S. federal standards to guard each investor's nonpublic personal information.
 The Adviser does not disclose any nonpublic personal information about any investor to any third parties, other than the Adviser's agents, representatives and/or affiliates, or as permitted or required by law. Among other things, the law permits the Adviser to disclose such information for purposes of making investments on our behalf, complying with anti-money laundering laws, preparing tax returns and reports for each investor and determining whether each investor meets the regulatory requirements for investing in us.
 Other
 We are prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our Independent Directors and, in some cases, prior approval by the SEC. We and our wholly-owned, consolidated subsidiaries comply with the provisions of the 1940 Act related to affiliated transactions and custody (Section 17 as modified by Section 57).
 We will be periodically examined by the SEC for compliance with the 1940 Act.
 We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our unitholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.
 We and our Adviser are each required to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their implementation, and designate a chief compliance officer to be responsible for administering such policies and procedures.
 Sarbanes-Oxley Act
 The Sarbanes-Oxley Act imposes a variety of regulatory requirements on companies with a class of securities registered under the Exchange Act and their insiders. Many of these requirements affect us. For example:
 • Pursuant to Rule 13a-14 under the Exchange Act our principal executive officer and principal financial officer must certify the accuracy of the financial statements contained in our periodic reports;
 • Pursuant to Item 307 under Regulation S-K under the Securities Act our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures;
 • Pursuant to Rule 13a-15 under the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control over financial reporting, which may be required to be audited by our independent registered public accounting firm if at any time we are no longer eligible to rely on the exclusion provided in Section 404(c) of the Sarbanes Oxley Act; and
 • Pursuant to Item 308 of Regulation S-K under the Securities Act and Rule 13a-15 under the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated under such act. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we comply with that act in the future.
 Bank Holding Company Act
 As a bank holding company ("BHC") that has elected Financial Holding Company ("FHC") status under the Bank Holding Company Act of 1956, as amended (the "BHCA"), Morgan Stanley and its affiliates are subject to comprehensive, consolidated supervision and regulation by the U.S. Board of Governors of the Federal Reserve System (the "Federal Reserve"). Since the Adviser is a subsidiary of Morgan Stanley, the Federal Reserve will treat the Adviser as an affiliate of Morgan Stanley and controlled by Morgan Stanley. As a result, the Adviser is subject to the BHCA and the Federal Reserve's implementing regulations and interpretations. These regulations are subject to change, including with respect to possible limitations on the Adviser's day-to-day control over the activities of portfolio companies. Such limitations may affect the Adviser's decision to make investments and manage our investments. In addition, there may be limitations on the ability of the Adviser and companies in which the Adviser invests to engage in borrowing and other credit and similar transactions with depository institution affiliates of Morgan Stanley. We believe these limitations will not materially adversely affect the investment program or operations of the Adviser.
 The BHCA generally prohibits BHCs, such as Morgan Stanley, and its subsidiaries from acquiring more than de minimis equity interests in non-financial companies unless certain exemptions apply. Further, under the BHCA, eligible FHCs and their subsidiaries have authority to engage in a broader range of investments and activities than BHCs that are not FHCs. Accordingly, although not currently contemplated, in the event that entities affiliated with Morgan Stanley own 5% or more of our outstanding voting securities and it is determined that we are considered a subsidiary of an FHC, we may hold certain investments in reliance on the BHCA's

 authority for activities that are "financial in nature." Pursuant to this authority, we may invest in loans and debt securities and, subject to certain conditions, in equity securities. Among the conditions under which we may hold equity securities are those applicable to "merchant banking" activities. Pursuant to the BHCA, we could be required to dispose of investments made in reliance on merchant banking authority within ten years of their acquisition or, alternatively, to obtain the Federal Reserve's approval for an extension of this holding period limit. We do not currently anticipate that any investment will be held for ten years. If we were to rely on merchant banking authority and we were to apply for an extension, there is no guarantee that an extension would be obtained. Further, Morgan Stanley may choose not to seek an extension if it may lead to certain adverse consequences for Morgan Stanley.
 A significant focus of the regulatory framework that applies to Morgan Stanley is to ensure that Morgan Stanley and its subsidiaries operate in a safe and sound manner, with sufficient capital, earnings and liquidity to allow Morgan Stanley to serve as a source of financial and managerial strength to Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association (the "Banks"). These Banks must remain well capitalized and well managed if Morgan Stanley is to maintain its FHC status and continue to engage in the widest range of permissible financial activities. In addition, the general exercise by the Federal Reserve of its regulatory, supervisory and enforcement authority with respect to Morgan Stanley and certain provisions of Dodd-Frank could result in the need for Morgan Stanley to change its business practices or the scope of its current lines of business, including certain limited divestitures. Although such changes could have an impact on and consequences for Morgan Stanley and the Adviser, any limited divestiture should not directly involve the Adviser.
 Dodd-Frank and Volcker Rule Disclosure
 Section 619 of Dodd-Frank, commonly known as the "Volcker Rule," and regulations to implement the Volcker Rule issued by the U.S. federal financial regulators in December 2013 referred to as the Implementing Regulations, generally restrict any "banking entity" (which includes Morgan Stanley and most affiliates of Morgan Stanley) from engaging in "proprietary trading" as well as from acquiring or retaining any "ownership interest" in a "covered fund", in each case unless the investment or activity is conducted in accordance with an exclusion or exemption. The Volcker Rule also generally prohibits certain transactions between a banking entity and any of its affiliates, on the one hand, and a covered fund for which the banking entity or any of its affiliates serves, directly or indirectly, as the investment manager, investment adviser, or that the banking entity or any of its affiliates sponsors in connection with organizing and offering that fund (or with any other covered fund that is controlled by such fund, on the other hand. The term "covered fund" includes, among others, hedge funds and private-equity funds that are privately offered in the United States and that rely on Sections 3(c)(1) or 3(c)(7) of the 1940 Act to avoid being treated as "investment companies" under the 1940 Act.
 The Volcker Rule and the Implementing Regulations impose a number of restrictions on Morgan Stanley and its affiliates that affect us and the Adviser. As a BDC, we are not considered to be a covered fund. As a result, Morgan Stanley and its subsidiaries' investments in us would not be subject to the Volcker Rule restrictions on investments in covered funds, but we would be considered a banking entity subject to restrictions on proprietary trading to the extent we are "controlled" by Morgan Stanley or its affiliates. Generally, we will be deemed to be controlled for these purposes in the event that entities affiliated with Morgan Stanley own 5% or more of our outstanding voting securities. Although not currently contemplated, to the extent that we are deemed a banking entity under the Volcker Rule and the Implementing Regulations, our operations may be restricted, although, given the anticipated nature of the investments we make and intend to make, we do not anticipate that these restrictions, if they were to apply, would impose material limitations on our operations, but can provide no assurances that they would not. Furthermore, we can offer no assurances that the rules and regulations enacted under the Volcker Rule, the BHCA and other statutes will not change in the future in a manner that would limit our operations and investments.
 It is not certain how all aspects of the Volcker Rule will be interpreted and applied, or what the impact of the Volcker Rule will have on us. In addition, the restrictions and limitation on Morgan Stanley and us may change in the future as the Federal Reserve and other agencies consider whether and how to revise and apply the Volcker Rule. We believe that we may perform our activities and services without violation of applicable U.S. banking laws and regulations. However, it is possible that future changes or clarifications in the BHCA and Volcker Rule, as well as judicial or administrative decisions or interpretations of present of future laws or regulations, could restrict (or possibly prevent) our ability to continue to conduct our operations as currently contemplated. In such event, we, the Adviser and/or Morgan Stanley may agree to make certain amendments or changes to the extent necessary to permit the Adviser to continue to provide services to us, while enabling us to continue to achieve our purposes and objectives.
 Exclusion of the Adviser from Commodity Pool Operator Definition
 Engaging in commodity interest transactions such as swap transactions or futures contracts for us may cause the Adviser to fall within the definition of "commodity pool operator" under the Commodity Exchange Act (the "CEA") and related Commodity Futures Trading Commission, or the CFTC regulations. The Adviser claimed an exclusion from the definition of the term "commodity pool operator" under the CEA and the CFTC regulations in connection with its management of us on February 25, 2022 (the "Exclusion") and, therefore, the Adviser is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of us. The Adviser intends to affirm the Exclusion on an annual basis, which current annual affirmation was filed by the Adviser on February 24, 2025.
 Reporting Obligations and Available Information

 We furnish our unitholders with annual reports containing audited financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law. We are required to comply with all periodic reporting, proxy solicitation and other applicable requirements under the Exchange Act. We maintain a website at  and will make all of our annual, quarterly and current reports, proxy statements and other publicly filed information available on or through our website.
 The SEC also maintains a website that contains annual reports, quarterly reports, current reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us, which can be accessed at www.sec.gov.
 Certain Material U.S. Federal Income Tax Considerations
 The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in our Units. This summary does not purport to be a complete description of the income tax considerations applicable to such an investment. For example, we have not described certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including unitholders subject to the alternative minimum tax (the "AMT"), tax-exempt organizations, insurance companies, dealers in securities, traders in securities that elect to mark-to-market their securities holdings, pension plans and trusts, persons that have a functional currency (as defined in Section 985 of the Code) other than the U.S. dollar and financial institutions. This summary assumes that investors hold our Units as capital assets (within the meaning of Section 1221 of the Code). The discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as of the date of the filing of this report and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the Internal Revenue Service (the "IRS") regarding any offering of our securities. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets. For purposes of this discussion, references to "dividends" are to dividends within the meaning of the U.S. federal income tax laws and associated regulations and may include amounts subject to treatment as a return of capital under section 19(a) of the 1940 Act.
 A "U.S. unitholder" is a beneficial owner of our Units that is for U.S. federal income tax purposes:
 • A citizen or individual resident of the United States;
 • A corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
 • An estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
 • A trust if either a U.S. court can exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or the trust was in existence on August 20, 1996, was treated as a U.S. person prior to that date, and has made a valid election to be treated as a U.S. person.
 A "non-U.S. unitholder" is a beneficial owner of our Units that is not a U.S. unitholder.
 If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds Units, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective investor that is a partner in a partnership that will hold Units should consult its tax advisors with respect to the purchase, ownership and disposition of Units.
 Tax matters are very complicated and the tax consequences to an investor of an investment in our Units will depend on the facts of his, her or its particular situation. We encourage investors to consult their own tax advisors regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of U.S. federal, state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty, and the effect of any possible changes in the tax laws.
 Election to Be Taxed as a RIC
 We elected to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our unitholders as dividends. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, we must distribute to our unitholders, for each taxable year, distributions of an amount at least equal to 90% of our "investment company taxable income", or ICTI, which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for distributions paid (the "Annual Distribution Requirement"). Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute to our unitholders in respect of each calendar year distributions of an amount at least equal to the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of the excess (if any) of our realized capital gains over our realized capital losses, or capital gain net income (adjusted for certain ordinary losses), generally for the one-year period ending on October 31 of the calendar year and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax (the "Excise Tax Avoidance Requirement").

 Taxation as a RIC
 If we qualify as a RIC and satisfy the Annual Distribution Requirement, then we will not be subject to U.S. federal income tax on the portion of our ICTI and net capital gain, defined as net long-term capital gains in excess of net short-term capital losses, we distribute to unitholders. As a RIC, we will be subject to U.S. federal income tax at regular corporate rates on any net income or net capital gain not distributed as distributions to our unitholders.
 In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:
 • Qualify to be regulated as a BDC under the 1940 Act at all times during each taxable year;
 • Derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities, or other income derived with respect to our business of investing in such stock or securities, and net income derived from interests in "qualified publicly traded partnerships" (partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends and other permitted RIC income) (the "90% Income Test"); and
 • Diversify our holdings so that at the end of each quarter of the taxable year:
 • At least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and
 • No more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer or of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or in the securities of one or more qualified publicly traded partnerships (the "Diversification Tests").
 We may invest in partnerships, including qualified publicly traded partnerships, which may result in our being subject to state, local or foreign income, franchise or other tax liabilities.
 In addition, as a RIC we are subject to ordinary income and capital gain distribution requirements under the Excise Tax Avoidance Requirement. If we do not meet the required distributions under the Excise Tax Avoidance Requirement, we will be subject to a 4% nondeductible federal excise tax on the undistributed amount. The failure to meet the Excise Tax Avoidance Requirement will not cause us to lose our RIC status. Although we currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Avoidance Requirement, under certain circumstances, we may choose to retain taxable income or capital gains in excess of current year distributions into the next tax year in an amount less than what would trigger payments of federal income tax under Subchapter M of the Code. We may then be required to pay a 4% excise tax on such income or capital gains.
 A RIC is limited in its ability to deduct expenses in excess of its ICTI. If our deductible expenses in a given taxable year exceed our ICTI, we may incur a net operating loss for that taxable year. However, a RIC is not permitted to carry forward net operating losses to subsequent taxable years and such net operating losses do not pass through to its unitholders. In addition, deductible expenses can be used only to offset ICTI, not net capital gain. A RIC may not use any net capital losses (that is, the excess of realized capital losses over realized capital gains) to offset its ICTI, but it may carry forward such net capital losses, and use them to offset future capital gains, indefinitely. Due to these limits on deductibility of expenses and net capital losses, we may for tax purposes have aggregate taxable income for several taxable years that we are required to distribute and that is taxable to our unitholders even if such taxable income is greater than the net income we actually earn during those taxable years.
 Any underwriting fees paid by us are not deductible. We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments with PIK interest or, in certain cases, with increasing interest rates or issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID accrued will be included in our ICTI for the taxable year of accrual, we may be required to make a distribution to our unitholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount. Furthermore, a portfolio company in which we hold equity or debt instruments may face financial difficulty that requires us to work out, modify, or otherwise restructure such equity or debt instruments. Any such restructuring could, depending upon the terms of the restructuring, cause us to incur unusable or nondeductible losses or recognize future non-cash taxable income.
 Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat distributions that would otherwise constitute qualified dividend income as non-qualified distribution income, (2) treat distributions that would otherwise be eligible for the corporate dividends received deduction as ineligible for such treatment, (3) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (4) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (5) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (6) cause us to recognize income or gain without a corresponding receipt of cash, (7) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (8) adversely alter the characterization of certain complex financial transactions and (9) produce income that will not be qualifying income for purposes of the 90% Income Test. We

 intend to monitor our transactions and may make certain tax elections to mitigate the effect of these provisions and prevent our ability to be subject to tax as a RIC.
 Gain or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long term or short term, depending on how long we held a particular warrant or security.
 A portfolio company in which we invest may face financial difficulties that require us to work-out, modify or otherwise restructure its investment in the portfolio company. Any such transaction could, depending upon the specific terms of the transaction, result in unusable capital losses and future non-cash income. Any such transaction could also result in our receiving assets that give rise to income that is not qualifying income for purposes of the 90% Income Test.
 Our investment in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes. In that case, our yield on those securities would be decreased. Unitholders generally will not be entitled to claim a U.S. foreign tax credit or deduction with respect to non-U.S. taxes paid by the Company.
 Although we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we are not permitted to make distributions to our unitholders while our debt obligations and other senior securities are outstanding unless certain "asset coverage" tests are met. Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our qualification as a RIC, including the "Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.
 Some of the income and fees that we may recognize, such as fees for providing managerial assistance, certain fees earned with respect to our investments, income recognized in a work-out or restructuring of a portfolio investment, or income recognized from an equity investment in an operating partnership, will not satisfy the 90% Income Test. In order to manage the risk that such income and fees might disqualify us as a RIC for a failure to satisfy the 90% Income Test, we may be required to recognize such income and fees indirectly through one or more entities treated as corporations for U.S. federal income tax purposes. Such corporations will be required to pay U.S. corporate income tax on their earnings, which ultimately will reduce our return on such income and fees.
 There may be uncertainty as to the appropriate treatment of certain of our investments for U.S. federal income tax purposes. In particular, we may invest a portion of our net assets in below investment grade instruments. U.S. federal income tax rules with respect to such instruments are not entirely clear about issues such as if an instrument is treated as debt or equity, whether and to what extent we should recognize interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by us, to the extent necessary, in order to seek to ensure that we distribute sufficient income to qualify, and maintain our qualification as, a RIC and to ensure that we do not become subject to U.S. federal income or excise tax.
 Income received by us from sources outside the United States may be subject to withholding and other taxes imposed by such countries, thereby reducing income available to us. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. We generally intend to conduct our investment activities to minimize the impact of foreign taxation, but there is no guarantee that we will be successful in this regard.
 We may invest in stocks of foreign companies that are classified under the Code as passive foreign investment companies ("PFICs"). In general, a foreign company is classified as a PFIC if at least 50% of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. In general, under the PFIC rules, an "excess distribution" received with respect to PFIC stock is treated as having been realized ratably over the period during which we held the PFIC stock. We will be subject to tax on the portion, if any, of the excess distribution that is allocated to our holding period in prior taxable years (and an interest factor will be added to the tax, as if the tax had actually been payable in such prior taxable years) even though we distribute the corresponding income to unitholders. Excess distributions include any gain from the sale of PFIC stock as well as certain distributions from a PFIC. All excess distributions are taxable as ordinary income.
 We may be eligible to elect alternative tax treatment with respect to PFIC stock. Under such an election, we generally would be required to include in our gross income its share of the earnings of a PFIC on a current basis, regardless of whether any distributions are received from the PFIC. If this election is made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. Alternatively, we may be able to elect to mark to market our PFIC stock, resulting in any unrealized gains at year end being treated as though they were realized and reported as ordinary income. Any mark-to-market losses and any loss from an actual disposition of the PFIC's shares would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income in prior years with respect to stock in the same PFIC.
 Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC stock, as well as subject us to tax on certain income from PFIC stock, the

 amount that must be distributed to unitholders, and which will be taxed to unitholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC stock.
 Under the Code, gains or losses attributable to fluctuations in foreign currency exchange rates that occur between the time we accrue interest income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time we actually collect such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains and losses, referred to under the Code as "section 988" gains and losses, may increase or decrease the amount of our ICTI to be distributed to unitholders as ordinary income. For example, fluctuations in exchange rates may increase the amount of income that we must distribute in order to qualify for treatment as a RIC and to prevent application of an excise tax on undistributed income. Alternatively, fluctuations in exchange rates may decrease or eliminate income available for distribution. If section 988 losses exceed other ICTI during a taxable year, we would not be able to make ordinary distributions, or distributions made before the losses were realized would be re-characterized as a return of capital to unitholders for U.S. federal income tax purposes, rather than as ordinary dividend income, and would reduce each unitholder's basis in units.
 Certain distributions reported by us as section 163(j) interest dividends may be treated as interest income by unitholders for purposes of the tax rules applicable to interest expense limitations under Code section 163(j). Such treatment by the unitholder is generally subject to holding period requirements and other potential limitations, although the holding period requirements are generally not applicable to dividends declared by money market funds and certain other funds that declare dividends daily and pay such dividends on a monthly or more frequent basis. The amount that we are eligible to report as a Section 163(j) dividend for a tax year is generally limited to the excess of our business interest income over the sum of our (i) business interest expense and (ii) other deductions properly allocable to our business interest income.
 Failure to Qualify as a RIC
 If we were unable to qualify for treatment as a RIC and are unable to cure the failure, for example, by disposing of certain investments quickly or raising additional capital to prevent the loss of RIC status, we would be subject to tax on all of our taxable income at regular corporate rates. The Code provides some relief from RIC disqualification due to failures to comply with the 90% Income Test and the Diversification Tests, although there may be additional taxes due in such cases. We cannot assure you that we would qualify for any such relief should we fail the 90% Income Test or the Diversification Tests.
 Should failure occur, all our taxable income would be subject to tax at regular corporate rates, and we would not be able to deduct our distributions to unitholders. Additionally, we would no longer be required to distribute our income and gains. Distributions, including distributions of net long-term capital gain, would generally be taxable to our unitholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, certain corporate unitholders would be eligible to claim a dividends received deduction with respect to such distributions and non-corporate unitholders would generally be able to treat such distributions as "qualified dividend income," which is subject to reduced rates of U.S. federal income tax. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the unitholder's tax basis, and any remaining distributions would be treated as a capital gain. If we fail to qualify as a RIC, we may be subject to regular corporate tax on any net built-in gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next five taxable years.
 Staffing
 We do not currently have any employees. Our day-to-day investment operations are managed by our Adviser, and our Administrator provides services necessary to conduct our business. We pay no compensation directly to any interested director or executive officer of the Company. We pay our Administrator our allocable portion of certain expenses incurred by our Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer.

 Item 1A. Risk Factors
 Investing in our Units involves a number of significant risks. Before you invest in our Units, you should be aware of various risks, including those described below. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value could decline, and you may lose all or part of your investment. The risk factors described below are the principal risk factors associated with an investment in us as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.
 Risks Relating to Our Business and Structure

 Operating as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility. In addition, if we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company, which would subject us to additional regulatory restrictions.
 The 1940 Act imposes numerous constraints on the operations of BDCs that do not apply to certain of the other investment vehicles advised by our Adviser and its affiliates. BDCs are required, for example, to invest at least 70% of their total assets primarily in securities of U.S. private or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality debt instruments that mature in one year or less from the date of investment. These constraints may hinder our ability to take advantage of attractive investment opportunities and to achieve our investment objective. Furthermore, any failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants.
 We may be precluded from investing in what our Adviser believes are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we will be prohibited from making any additional investment that is not a qualifying asset and could be forced to forgo attractive investment opportunities. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position).
 If we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company that is required to register under the 1940 Act, which would subject us to additional regulatory restrictions and significantly decrease our operating flexibility. In addition, any such failure could cause an event of default under any outstanding indebtedness we might have, which could have a material adverse effect on our business, financial condition or results of operations.
 We are subject to risks associated with the current interest rate environment and to the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income.
 To the extent we borrow money or issue debt securities or any preferred units to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds or pay interest or distributions on such debt securities or preferred units and the rate at which we invest these funds. In addition, we anticipate that many of our debt investments and borrowings will have floating interest rates that reset on a periodic basis, and many of our investments will be subject to interest rate floors. As a result, a significant change in market interest rates could have a material adverse effect on our net investment income. Rising interest rates on floating rate loans we make to portfolio companies could drive an increase in defaults or accelerated refinancings. Some portfolio companies may be unable to refinance into fixed rate loans or repay outstanding amounts, leading to a gradual decline in the credit quality of our portfolio. In periods of rising interest rates, our cost of funds will increase because we expect that the interest rates on the majority of amounts we borrow will be floating. This change could reduce our net investment income to the extent any debt investments have fixed interest rates. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act and applicable commodities laws. These activities may limit our ability to benefit from lower interest rates with respect to hedged borrowings. In the past, we have entered into certain hedging transactions, such as interest rate swap agreements, to mitigate our exposure to adverse fluctuations in interest rates, and we may do so again in the future. However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.
 We depend upon our Adviser, and Administrator for our success and upon their access to the investment professionals and partners of Morgan Stanley and its affiliates.
 We do not have any internal management capacity or employees. We depend on the diligence, skill and network of business contacts of the senior investment professionals of our Adviser to achieve our investment objective. We cannot assure you that we will replicate the historical results achieved for other Morgan Stanley funds, and we caution you that our investment returns could be substantially lower than the returns achieved by them in prior periods. We expect that the Adviser will evaluate, negotiate, structure, close and monitor our investments in accordance with the terms of the Investment Advisory Agreement. We can offer no assurance, however, that the senior investment professionals of the Adviser will continue to provide investment advice to us. The loss of any member of the Investment Committee or of other senior investment professionals of the Adviser the and its affiliates could limit our ability to achieve our investment objective and operate as we anticipate. In addition, we can offer no assurance that the resources, relationships and expertise of Morgan Stanley will be available for every transaction or generally during the term of the Company. This could have a material adverse effect on our financial condition, results of operations and cash flows.
 We depend on the diligence, skill and network of business contacts of the professionals available to our Administrator to carry out the administrative functions necessary for us to operate, including the ability to select and engage sub-administrators and third-party service providers. We can offer no assurance, however, that the professionals of the Administrator will continue to provide administrative services to us. In addition, we can offer no assurance that the resources, relationships and expertise of Morgan Stanley

 will be available to the Administrator throughout the term of the Company. This could have a material adverse effect on our financial condition, results of operations and cash flows.
 Our business model depends to a significant extent upon strong referral relationships with private equity sponsors. Any inability of the Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
 We depend upon the Adviser's and its affiliates' relationships with private equity sponsors, and we rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the Adviser fails to maintain such relationships, or to develop new relationships with other sponsors or sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the principals of the Adviser and its affiliates have relationships are not obligated to provide us with investment opportunities, and, therefore, we can offer no assurance that these relationships will generate investment opportunities for us in the future.
 The time and resources that individuals associated with our Adviser devote to us may be diverted, and we may face additional competition due to the fact that neither our Adviser nor its affiliates are prohibited from raising money for or managing another entity that makes the same types of investments that we target.
 The Adviser and its affiliates currently serve as the investment adviser for various funds, accounts and strategies, including the funds and accounts on the MS Private Credit platform, including the other MS BDCs, and are not prohibited from raising money for and managing future investment entities that make the same or similar types of investments as those we target. As a result, the time and resources that our Adviser devotes to us may be diverted, and during times of intense activity in other investment programs they may devote less time and resources to our business than is necessary or appropriate. In addition, we may compete with any such investment entity also advised by the Adviser or its affiliates for the same investors and investment opportunities.
 We may not replicate the historical results achieved by other entities advised or sponsored by members of the Investment Committee, or by the Adviser or its affiliates.
 Our investments may differ from those of existing accounts that are or have been sponsored or advised by members of the Investment Committee, the Adviser or affiliates of the Adviser. Investors in our securities are not acquiring an interest in any accounts that are or have been sponsored or advised by members of the Investment Committee, the Adviser or affiliates of the Adviser. Subject to the requirements of the 1940 Act and the provisions of the Order, we may co-invest in portfolio investments with other Affiliated Investment Accounts, including the MS BDCs, and any proprietary accounts of Morgan Stanley, if applicable. Any such investments are subject to regulatory limitations and approvals by the Independent Directors. We can offer no assurance, however, that we will obtain such approvals or develop opportunities that comply with such limitations. We also cannot assure you that we will replicate the historical results achieved for other Morgan Stanley funds by members of the Investment Committee (including the Affiliated Investment Accounts), and we caution you that our investment returns could be substantially lower than the returns achieved by them in prior periods. Additionally, all or a portion of the prior results may have been achieved in particular market conditions which may never be repeated. Moreover, current or future market volatility and regulatory uncertainty may have an adverse impact on our future performance.
 Our financial condition and results of operation depend on our ability to manage future growth effectively.
 Our ability to achieve our investment objective depends on our ability to grow, which depends, in turn, on the Adviser's ability to identify, invest in and monitor companies that meet our investment selection criteria. Accomplishing this result on a cost-effective basis is largely a function of the Adviser's structuring of the investment process, its ability to provide competent, attentive and efficient services to us and our access to financing on acceptable terms. We can offer no assurance that any current or future employees of the Adviser will contribute effectively to the work of, or remain associated with, the Adviser. We caution you that the principals of our Adviser or Administrator may also be called upon to provide managerial assistance to our portfolio companies and those of other investment vehicles, including the MS BDCs, which are advised by the Adviser. Such demands on their time may distract them or slow our rate of investment. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.
 The Adviser may frequently be required to make investment analyses and decisions on an expedited basis in order to take advantage of investment opportunities, and our Adviser may not have knowledge of all circumstances that could impact our investments.
 Investment analyses and decisions by the Adviser may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Adviser at the time of making an investment decision may be limited. Therefore, we can offer no assurance that the Adviser will have knowledge of all circumstances that may adversely affect a portfolio investment, and the Adviser may make portfolio investments which it would not have made if more extensive due diligence had been undertaken. In addition, the Adviser may rely upon independent consultants and advisors in connection with its evaluation of proposed investments, and we can offer no assurance as to the accuracy or completeness of the information provided by such independent consultants and advisors or to the Adviser's right of recourse against them in the event errors or omissions do occur.
 There are significant potential conflicts of interest that could affect our investment returns.

 As a result of our Adviser and Administrator's affiliation with, and the Investment Committee members' employment by, Morgan Stanley, there may be times when the Adviser, the Administrator or such persons have interests that differ from those of our unitholders, giving rise to a conflict of interest. As a diversified global financial services firm, Morgan Stanley engages in a broad spectrum of activities, including financial advisory services, investment management activities, lending, commercial banking, sponsoring and managing private investment funds, engaging in broker-dealer transactions and principal securities, commodities and foreign exchange transactions, research publication and other activities. In the ordinary course of its business, Morgan Stanley is a full-service investment banking and financial services firm and therefore engages in activities where Morgan Stanley's interests or the interests of its clients may conflict with the interests of our unitholders, notwithstanding Morgan Stanley's participation as one of our investors. Investors should be aware that potential and actual conflicts of interest between Morgan Stanley or any Affiliated Investment Account, on the one hand, and us, on the other hand, may exist and others may arise in connection with our operation. Morgan Stanley's employees may also have interests separate from those of Morgan Stanley and us. There is no assurance that conflicts of interest will be resolved in favor of the Company's unitholders, and, in fact, they may not be.
 Conflicts related to obligations the Investment Committee, the Adviser or its affiliates have to other clients and conflicts related to fees and expenses of such other clients.
 Morgan Stanley, the parent company of the Adviser, has advised and may advise clients and has sponsored, managed or advised other Affiliated Investment Accounts with a wide variety of investment objectives that in some instances may overlap or conflict with our investment objectives and present conflicts of interest. In addition, Morgan Stanley routinely makes equity and debt investments in connection with its global business and operations. MS Private Credit may also from time to time create new or successor Affiliated Investment Accounts, which may include proprietary accounts of Morgan Stanley, that may compete with us and present similar conflicts of interest. In serving in these multiple capacities, Morgan Stanley, including the Adviser, the Investment Committee and the Investment Team, may have obligations to other clients or investors in Affiliated Investment Accounts, the fulfillment of which may not be in the best interests of us or our unitholders. For example, in connection with the management of investments for other Affiliated Investment Accounts, members of Morgan Stanley and its affiliates may serve on the boards of directors of or advise companies which may compete with our portfolio investments. Our investment objective may overlap with the investment objectives of certain Affiliated Investment Accounts. For example, the Adviser currently serves as the investment adviser to the MS BDCs. As a result, the members of the Investment Committee may face conflicts in the allocation of investment opportunities among us and other Affiliated Investment Accounts. Certain Affiliated Investment Accounts, including the MS BDCs, may provide for higher management fees, incentive fees, greater expense reimbursements or overhead allocations, or may permit the Adviser and its affiliates to receive higher origination and other transaction fees, all of which may contribute to this conflict of interest and create an incentive for the Adviser to favor such Affiliated Investment Accounts. For example, the 1940 Act restricts the Adviser from receiving more than a 1% fee in connection with loans that we acquire, or originate, a limitation that does not exist for certain other accounts.
 Morgan Stanley currently invests and plans to continue to invest on its own behalf and on behalf of its Affiliated Investment Accounts in a wide variety of investment opportunities in North America, Europe and elsewhere. Morgan Stanley and, to the extent consistent with applicable law, exemptive relief and/or the Adviser's allocation policies and procedures, its Affiliated Investment Accounts will be permitted to invest in investment opportunities without making such opportunities available to us beforehand. Subject to the requirements of any applicable exemptive relief, Morgan Stanley may offer investments that fall into the investment objectives of an Affiliated Investment Account to such account or make such investment on its own behalf, even though such investment also falls within our investment objectives. We may invest in opportunities that Morgan Stanley and/or one or more Affiliated Investment Accounts has declined, and vice versa. The Adviser and/or one or more of its affiliates may enter into one or more contractual arrangements with third parties ("Syndication Partners") including certain third parties that may or may not be advisory clients of the Adviser, whereby, subject to certain investment criteria, the Adviser would agree to present such third parties with certain co-investment opportunities alongside the MS Private Credit platform, including us. All of the foregoing may reduce the number of investment opportunities available to us and may create conflicts of interest in allocating investment opportunities among the Company and the Affiliated Investment Accounts, including any proprietary accounts of Morgan Stanley. Our Adviser has established allocation policies and procedures and will continue to allocate opportunities among one or more of the Company, such Affiliated Investment Accounts and Syndication Partners in accordance with the terms of such policies and procedures. Investors should note that such allocation decisions may not be resolved to our advantage. There can be no assurance that we will have an opportunity to participate in certain opportunities that fall within our investment objectives.
 It is possible that Morgan Stanley or an Affiliated Investment Account will invest in a company that is or becomes a competitor of one of our portfolio companies. Such investment could create conflicts of interest among the Company, Morgan Stanley and/or the Affiliated Investment Account. Morgan Stanley may also have conflicts of interest in the allocation of Morgan Stanley resources to the portfolio company. In addition, certain Affiliated Investment Accounts will be focused primarily on investing in other funds which may have strategies that overlap and/or directly conflict and compete with us. In certain cases, we may be unable to invest in attractive opportunities because of the investment by these Affiliated Investment Accounts in such private equity or private credit sponsoring funds.
 We do not expect to invest in, or hold securities of, companies that are controlled by an affiliate's other clients. However, our Adviser or an affiliate's other clients may invest in, and gain control over, one of our portfolio companies. If our Adviser or an affiliate's other

 client, or clients, gains control over one of our portfolio companies, it may create conflicts of interest and may subject us to certain restrictions under the 1940 Act. As a result of these conflicts and restrictions our Adviser may be unable to implement our investment strategies as effectively as they could have in the absence of such conflicts or restrictions. For example, as a result of a conflict or restriction, our Adviser may be unable to engage in certain transactions that it would otherwise pursue. In order to avoid these conflicts and restrictions, our Adviser may choose to exit such investments prematurely and, as a result, we may forego any positive returns associated with such investments. In addition, to the extent that an affiliate's other client holds a different class of securities than us as a result of such transactions, our interests may not be aligned.
 It should be noted that Morgan Stanley has, directly and/or indirectly, made investments in certain of its Affiliated Investment Accounts, and accordingly Morgan Stanley's investment in us in itself may not determine the outcome in the resolution of any of the foregoing conflicts.
 In the course of our investing activities, we pay a management and incentive fees to the Adviser and reimburse certain expenses of the Administrator. As a result, investors in our Units will invest on a "gross" basis and receive distributions on a "net" basis after expenses, resulting in a lower rate of return than one might achieve through direct investments. As a result of this arrangement, there may be times when the Adviser has interests that differ from those of our unitholders, giving rise to a conflict.
 The Investment Committee, the Adviser or its affiliates may, from time to time, possess material non-public information, or may not have access to certain information held by Morgan Stanley, each of which would limit our investment discretion.
 Principals of the Adviser and its affiliates and members of the Investment Committee may serve as directors of, or in a similar capacity with, companies in which we invest, the securities of which are purchased or sold on our behalf. In the event that material nonpublic information is obtained with respect to such companies, or we become subject to trading restrictions in order to comply with applicable law, regulatory restrictions or internal policies or procedures, including without limitation joint transaction restrictions pursuant to the 1940 Act, we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on us.
 The Adviser and/or Morgan Stanley may also from time to time be subject to contractual "stand-still" obligations and/or confidentiality obligations that may restrict the Adviser's ability to trade in or make certain investments on behalf of the Company. In addition, Morgan Stanley may be precluded from disclosing such information to the Investment Team, even in circumstances in which the information would benefit the Company if disclosed. Therefore, the Adviser may not be provided access to material nonpublic information in the possession of Morgan Stanley that might be relevant to an investment decision to be made by the Company, and the Company may initiate a transaction or sell an investment that, if such information had been known to it, may not have been undertaken.
 In addition, certain members of the Investment Team and of the Investment Committee may be recused from certain investment-related discussions, including investment committee meetings, so that such members do not receive information that would limit their ability to perform functions of their employment with Morgan Stanley unrelated to the Company. Furthermore, access to certain parts of Morgan Stanley may be subject to third party confidentiality obligations and to information barriers established by Morgan Stanley in order to manage potential conflicts of interest and regulatory restrictions, including without limitation joint transaction restrictions pursuant to the 1940 Act and internal policies and procedures. Accordingly, the Company's ability to source investments from other business units within Morgan Stanley may be limited and there can be no assurance that the Company will be able to source any investments from any one or more parts of the Morgan Stanley network.
 Our incentive fee structure may create incentives for the Adviser that are not fully aligned with the interests of our unitholders and may induce the Adviser to make speculative investments.
 In the course of our investing activities, we pay a management fee and incentive fees to the Adviser.
 Additional leverage would magnify positive returns, if any, on our portfolio, and our incentive fee would become payable to our Adviser (i.e., exceed the hurdle rate) at a lower average return on our portfolio. The Investment Advisory Agreement entitles our Adviser to receive an incentive fee based on our pre-incentive fee net investment income regardless of any capital losses. Thus, if we incur additional leverage, our Adviser may receive additional incentive fees without any corresponding increase (and potentially with a decrease) in our net performance. Additionally, the incentive fee payable by us to the Adviser may create an incentive for the Adviser to cause us to realize capital gains or losses that may not be in the best interests of us or our unitholders. Under the incentive fee structure, the Adviser benefits when we recognize capital gains and, because the Adviser determines when an investment is sold, the Adviser controls the timing of the recognition of such capital gains. Our Board of Directors is charged with protecting our unitholders' interests by monitoring how the Adviser addresses these and other conflicts of interest associated with its management services and compensation.
 Additionally, the part of the incentive fees payable to our Adviser that relates to our net investment income is computed and paid on income that may include interest income that has been accrued but not yet received in cash, such as market discount, debt instruments with PIK, interest, preferred units with PIK dividends, zero coupon securities, and other deferred interest instruments and may create an incentive for the Adviser to make investments on our behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement. This fee structure may be considered to give rise to a conflict of interest for the Adviser to

 the extent that it may encourage the Adviser to favor debt financings that provide for deferred interest, rather than current cash payments of interest. Under these investments, we will accrue the interest over the life of the investment, but we will not receive the cash income from the investment until the end of the term. Our net investment income used to calculate the income portion of our investment fee, however, includes accrued interest. The Adviser may have an incentive to invest in deferred interest securities in circumstances where it would not have done so but for the opportunity to continue to earn the fees even when the issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities. This risk could be increased because the Adviser is not obligated to reimburse us for any fees received even if we subsequently incur losses or never receive in cash the deferred income that was previously accrued.
 For federal income tax purposes, we may be required to recognize taxable income in some circumstances in which we do not receive a corresponding payment in cash and to make distributions with respect to such income to maintain our tax treatment as a RIC and/or minimize corporate-level U.S. federal income or excise tax. Under such circumstances, we may have difficulty meeting the Annual Distribution Requirement (as defined below) necessary to maintain RIC tax treatment under the Code. See "Item 1. Business –Certain Material U.S. Federal Income Tax Considerations—Election to be Taxed as a RIC." This difficulty in making the required distribution may be amplified to the extent that we are required to pay the incentive fee on income with respect to such accrued income. As a result, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.
 Conflicts related to other arrangements with the Adviser and its affiliates.
 We pay to the Administrator our allocable portion of certain expenses incurred by the Administrator in performing its obligations under the Administration Agreement, such as our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer. These arrangements create conflicts of interest that our Board of Directors monitors.
 The assets of the Company could be considered to be "plan assets" for purposes of ERISA.
 We do not intend to limit investment by employee benefit plans or other investors that may be subject to ERISA or Section 4975 of the Code. Consequently, prior to the Units being considered a "publicly-offered security" for purposes of ERISA, the Company may be deemed to hold "plan assets" subject to ERISA and Section 4975 of the Code. If any portion of the Company's assets are deemed to be "plan assets" for purposes of ERISA and/or Section 4975 of the Code, the Company may be restricted from making certain otherwise desirable investments or entering into otherwise desirable transactions. In particular, because of the broad, global nature of Morgan Stanley's business and the potential conflicts raised by those activities, it is possible that there could be numerous transactions that the Company is not permitted to participate in under ERISA and/or Section 4975 of the Code. However, if the Units qualify as a "publicly-offered security" under ERISA, or the Company establishes that "benefit plan investors" (as defined under ERISA) in the aggregate hold less than 25% of the total value of each class of equity interest in the entity, the Company's assets would not be considered to be plan assets.
 Our ability to enter into transactions with our affiliates is restricted.
 As a BDC, we are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior approval of a majority of our Independent Directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any securities from or to such affiliate on a principal basis, absent the prior approval of our Board of Directors and, in some cases, the SEC. The 1940 Act also prohibits certain "joint" transactions with certain of our affiliates, which in certain circumstances could include investments in the same portfolio company (whether at the same or different times to the extent the transaction involves a joint investment), without prior approval of our Board of Directors and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, we will be prohibited from buying or selling any security from or to such person or certain of that person's affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates.
 The SEC has interpreted the BDC regulations governing transactions with affiliates to prohibit certain joint transactions involving entities that share a common investment adviser. As a result of these restrictions, we are prohibited from buying or selling any security from or to any portfolio company that is controlled by a fund advised by the Adviser or their respective affiliates without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.
 We may, however, invest alongside our Adviser's and/or its affiliates' other clients, in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations, guidance and exemptive relief orders. However, although the Adviser endeavors to fairly allocate investment opportunities in the long-run, we can offer no assurance that investment opportunities will be allocated to us fairly or equitably in the short-term or over time. The SEC has granted us and our Adviser the Order, that allows us to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the conditions specified in the Order. Pursuant to the Order, we are permitted to co-invest with our affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of our eligible

 directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our unitholders and do not involve overreaching in respect of us or our unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our unitholders and is consistent with our investment objective and strategies.
 In situations where co-investment with affiliates' other clients is not permitted under the 1940 Act and related rules, existing or future staff guidance, or the terms and conditions of the Order (as discussed above), our Adviser will need to decide which client or clients will proceed with the investment. Generally, we will not have an entitlement to make a co-investment in these circumstances and, to the extent that another client elects to proceed with the investment, we will not be permitted to participate. Moreover, except in certain circumstances, we will not invest in any issuer in which an affiliate's other client holds a controlling interest.
 The recommendations given to us by our Adviser may differ from those rendered to their other clients.
 Our Adviser and its affiliates may give advice and recommend securities to other clients which may differ from advice given to, or securities recommended or bought for, us even though such other clients' investment objectives may be similar to ours.
 We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.
 The business of identifying and structuring investments of the types contemplated by us is competitive and involves a high degree of uncertainty. We are competing for investments with other investment funds, including the MS BDCs, as well as more traditional lending institutions and private credit-focused competitors. Over the past several years, an increasing number of funds have been formed, with investment objectives similar to, or overlapping with, our investment objectives (and many such existing funds have grown substantially in size). In addition, other firms and institutions are seeking to capitalize on the perceived opportunities with vehicles, funds and other products that are expected to compete with us for investments. Other investors may make competing offers for investment opportunities that we identify. Even after an agreement in principle has been reached with the board of directors or owners of an acquisition target, consummating the transaction is subject to a myriad of uncertainties, only some of which are foreseeable or within the control of the Adviser. Some of our competitors may have access to greater amounts of capital and to capital that may be committed for longer periods of time or may have different return thresholds than us, and thus these competitors may have advantages over us. In addition, issuers may prefer to take advantage of favorable high-yield markets and issue subordinated debt in those markets, which could result in fewer credit investment opportunities for us. In addition to competition from other investors, the availability of investment opportunities generally will be subject to market conditions as well as, in many cases, the prevailing regulatory or political climate. We can offer no assurance that we will be successful in obtaining suitable investments, or that if we make such investments, our objectives will be achieved.
 We will be subject to corporate-level income tax if we are unable to qualify as a RIC.
 In order to qualify as a RIC under the Code, we must meet certain source-of-income, asset diversification and distribution requirements. The distribution requirement for a RIC is satisfied if we distribute to our unitholders distributions for U.S. federal income tax purposes of an amount generally at least equal to 90% of our ICTI, which is generally our net ordinary income plus the excess of our net short-term capital gains in excess of our net long-term capital losses, determined without regard to any deduction for distributions paid, to our unitholders on an annual basis. We are subject, to the extent we use debt financing, to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to be subject to tax as a RIC, in which case we will be subject to corporate-level income tax. To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each quarter of our taxable year. Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to continue to qualify as a RIC. Because most of our investments are in private or thinly traded public companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we fail to qualify as a RIC for any reason and become subject to corporate-level income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distributions to unitholders, the amount of our distributions and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and our unitholders. See "Item 1. Business—Certain Material U.S. Federal Income Tax Considerations—Taxation as a RIC."
 We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.
 For U.S. federal income tax purposes, we include in income certain amounts that we have not yet received in cash, such as the accretion of OID. This may arise if we receive warrants in connection with the making of a loan and in other circumstances, or through contracted PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such OID, which could be significant relative to our overall investment activities, or increases in loan balances as a result of contracted PIK arrangements, is included in our income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we do not receive in cash.
 That part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in cash, such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities. If a portfolio company defaults on a loan that is structured to provide accrued interest,

 it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible, and the Adviser will have no obligation to refund any fees it received in respect of such accrued income.
 Since in certain cases we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement in a given taxable year to distribute to our unitholders distributions for U.S. federal income tax purposes an amount at least equal to 90% of our ICTI, determined without regard to any deduction for distributions paid, to our unitholders to qualify and maintain our ability to be subject to tax as a RIC. In such a case, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to obtain such cash from other sources, we may fail to qualify as a RIC and thus be subject to corporate-level income tax.
 We will need to raise additional capital to grow because we must distribute most of our income.
 We will need additional capital to fund new investments and grow our portfolio of investments. We intend to access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtain such additional capital. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. A reduction in the availability of new capital could limit our ability to grow. In addition, we are required to distribute each taxable year an amount at least equal to 90% of our ICTI, determined without regard to any deduction for distributions paid as dividends for U.S. federal income tax purposes, to our unitholders to maintain our ability to be subject to tax as a RIC. As a result, these earnings are not available to fund new investments. An inability to access the capital markets successfully could limit our ability to grow our business and execute our business strategy fully and could decrease our earnings, if any. This would have an adverse effect on the value of our securities. If we are not able to raise capital and are at or near our targeted leverage ratios, we may receive smaller allocations, if any, on new investment opportunities under the Adviser's allocation policies and procedures.
 If we are not treated as a "publicly offered regulated investment company," as defined in the Code, U.S. unitholders that are individuals, trusts or estates will be taxed as though they received a distribution of some of our expenses.
 For any taxable year that we are not so treated as a "publicly offered regulated investment company", each U.S. unitholder that is an individual, trust or estate will be treated as having received a dividend for U.S. federal income tax purposes from us in the amount of such U.S. unitholder's allocable share of the management fee paid to our investment adviser and certain of our other expenses for the calendar year, and these fees and expenses will be treated as miscellaneous itemized deductions of such U.S. unitholder. For taxable years beginning before 2026, miscellaneous itemized deductions generally are not deductible by a U.S. unitholder that is an individual, trust or estate. For taxable years beginning in 2026 or later, miscellaneous itemized deductions generally are deductible by a U.S. unitholder that is an individual, trust or estate only to the extent that the aggregate of such U.S. unitholder's miscellaneous itemized deductions exceeds 2% of such U.S. unitholder's adjusted gross income for U.S. federal income tax purposes, are not deductible for purposes of the AMT and are subject to the overall limitation on itemized deductions under Section 68 of the Code. See "Item 1. Business – Certain Material U.S. Federal Income Tax Considerations – Taxation of U.S. Unitholders."
 Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital. As a BDC, the necessity of raising additional capital exposes us to risks, including the typical risks associated with leverage.
 We may issue debt securities or preferred units and/or borrow money from banks or other financial institutions, which we refer to collectively as "senior securities," up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are currently permitted to issue "senior securities," including borrowing money from banks or other financial institutions, only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If we fail to comply with certain disclosure requirements, our asset coverage ratio under the 1940 Act would be 200%, which would decrease the amount of leverage we are able to incur. If the value of our assets decline, we may be unable to satisfy the applicable asset coverage ratio. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to holders of our Units. If we issue senior securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss.
 In the absence of an event of default, no person or entity from which we borrow money has a veto right or voting power over our ability to set policy, make investment decisions or adopt investment strategies. If we issue preferred units, which is another form of leverage, the preferred units would rank "senior" to the Units in our capital structure. Preferred unitholders would have separate voting rights on certain matters and might have other rights, preferences or privileges more favorable than those of our common unitholders, and the issuance of preferred units could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our Units or otherwise be in the best interest of our common unitholders. Our common unitholders will directly or indirectly bear all of the costs associated with offering and servicing any preferred units that we issue. In addition, any interests of preferred unitholders may not necessarily align with the interests of our common unitholders and the rights of preferred unitholders to receive distributions would be senior to those of our common unitholders. We do not, however, anticipate issuing preferred units in the next 12 months.

 We are not generally able to issue and sell our Units at a price below net asset value per unit. We may, however, sell our Units, or warrants, options or rights to acquire our Units, at a price below the then-current net asset value per Unit if our Board of Directors determines that such sale is in the best interests of us and our common unitholders, and if our common unitholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the market value of such securities (less any distributing commission or discount). If we raise additional funds by issuing Units or senior securities convertible into, or exchangeable for, our Units, then the percentage ownership of our common unitholders at that time will decrease, and holders of our Units might experience dilution.
 We intend to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.
 The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. The amount of leverage that we employ will be subject to the restrictions of the 1940 Act and the supervision of our Board of Directors. At the time of any proposed borrowing, the amount of leverage we employ will also depend on our Adviser's assessment of market and other factors. We cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. For example, due to the interplay of the 1940 Act restrictions on principal and joint transactions and the U.S. risk retention rules adopted pursuant to Section 941 of Dodd-Frank, as a BDC we are limited in our ability to enter into any securitization transactions. We cannot assure you that the SEC or any other regulatory authority will modify such regulations or provide administrative guidance that would give us greater flexibility to enter into securitizations. We have in the past and may in the future issue senior debt securities to banks, insurance companies and other lenders. Lenders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our Unitholders, and we would expect such lenders to seek recovery against our assets in the event of a default. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instruments we may enter into with lenders. Under the terms of any credit facility or debt instrument we enter into, we are likely to be required to comply with certain financial and operational covenants. Failure to comply with such covenants could result in a default under the applicable credit facility or debt instrument if we are unable to obtain a waiver from the applicable lender or holder, and such lender or holder could accelerate repayment under such indebtedness and negatively affect our business, financial condition, results of operations and cash flows. In addition, under the terms of any credit facility or other debt instrument we enter into, we are likely to be required by its terms to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases, leveraging would cause our net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our equity stake in a leveraged investment.
 Similarly, any decrease in our net investment income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make distributions on our Units or any outstanding preferred units. Our ability to service our debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. Our unitholders bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to the Adviser.
 As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include our borrowings and any preferred units that we may issue in the future, which is currently 150%. If this ratio were to decline below 150% (or such other percentage as may be prescribed by law from time to time), we could not incur additional debt and could be required to sell a portion of our investments to repay some debt when it was disadvantageous to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions in amounts sufficient to maintain our status as a RIC, or at all.
 The following table illustrates the effect of leverage on returns from an investment in our Units as of December 31, 2024, assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below.

 Assumed Return on Our Portfolio (Net of Expenses)

 (10.0)
 %
 (5.0)
 %
 0.0
 %
 5.0
 %
 10.0
 %

 Corresponding return to Unitholders assuming actual asset coverage as of December 31, 2024 (1)

 (26.6)
 %
 (16.8)
 %
 (7.0)
 %
 2.8
 %
 12.6
 %

 (1)Assumes $6,408.5 million in total assets, $2,861.9 million in debt outstanding and $3,271.2 million in net assets as of December 31, 2024, and an average cost of funds of 8.0%, which is our weighted average interest rate as of December 31, 2024, excluding unused fees and financing costs.
 Based on our outstanding indebtedness of $2,861.9 million as of December 31, 2024 and the effective weighted average annual interest rate of 8.0% (excluding unused fees and financing costs), our investment portfolio would have been required to experience an annual return of at least 3.6% to cover annual interest payments on the outstanding debt.
 We expose ourselves to risks when we engage in hedging transactions.

 We have entered, and may in the future enter, into hedging transactions, which may expose us to risks associated with such transactions. We may seek to utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates and the relative value of certain debt securities from changes in market interest rates. Use of these hedging instruments may include counter-party credit risk. To the extent we have non-U.S. investments, particularly investments denominated in non-U.S. currencies, our hedging costs will increase.
 Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions were to decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions were to increase. It also may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.
 The success of our hedging strategy will depend on our ability to correctly identify appropriate exposures for hedging. In connection with the Series A Notes, Series B Notes, Series C Notes and Series D Notes (each as defined below), which bear interest at fixed rates, we entered into interest rate swaps to continue to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. However, unanticipated changes in currency exchange rates or other exposures that we might hedge may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary, as may the time period in which the hedge is effective relative to the time period of the related exposure. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security. If restrictions on exercise were imposed, we might be unable to exercise an option we had purchased. If we were unable to close out an option that we had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless.
 For a variety of reasons, we may not seek to (or be able to) establish a perfect correlation between such hedging instruments and the positions being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations. Income derived from hedging transactions also is not eligible to be distributed to non-U.S. stockholders free from withholding taxes. Changes to the regulations applicable to the financial instruments we use to accomplish our hedging strategy could affect the effectiveness of that strategy.
 We are subject to risks associated with our Credit Facilities.
 On February 1, 2022, the Company entered into a senior secured revolving credit agreement with the Company, as borrower, ING, as administrative agent, Sumitomo Mitsui Banking Corporation, MUFG Union Bank, N.A., and Truist Securities, Inc. as joint lead arrangers, and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the "ING Facility").
 On June 29, 2022, PIF Financing SPV LLC, our wholly owned subsidiary, or Financing SPV, entered into a loan and servicing agreement with Financing SPV, as the borrower, Wells Fargo Bank, National Association, as the administrative agent and swingline lender, the Company, as the equityholder and as the servicer, and State Street Bank and Trust Company, as collateral agent and as collateral custodian (as amended, restated, supplemented or otherwise modified from time to time the "Wells Funding Facility").
 On September 12, 2023, PIF Financing II SPV LLC, our wholly owned subsidiary, or Financing II SPV, entered into a loan and security agreement with Financing II SPV, as the borrower, Citizens Bank, N.A., as the facility agent, the lenders party thereto, the Company, as the servicer, as the equityholder and as the transferor, and State Street Bank and Trust Company, as collateral agent, as account bank and as collateral custodian (as amended, restated, supplemented or otherwise modified from time to time the "CBNA Funding Facility").
 On July 15, 2024, following the consummation of the SLIC Acquisition, we became party to and assumed SLIC's obligations under the Amended and Restated Loan and Security Agreement, initially dated as of November 24, 2021, among SLIC Financing SPV, or wholly owned subsidiary, us, as successor by merger to SLIC, as parent and servicer and a pledgor, U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary, JP Morgan Chase Bank, N.A., as administrative agent ("JPM"), the lenders party thereto, and the issuing banks party thereto (as amended, restated, supplemented or otherwise modified from time to time the, the "JPM Facility").
 We anticipate that we or a wholly-owned and consolidated subsidiary of ours may enter into one or more senior revolving credit facilities of the Company or any subsidiary in the future (together with the ING Facility, the Wells Funding Facility, the CBNA Funding Facility and the JPM Facility, each a "Credit Facility" and together, the "Credit Facilities"). As a result of the Credit Facilities, we would be subject to a variety of risks, including those set forth below.
 As a result of the Credit Facilities, we would be subject to a variety of risks, including those set forth below.

 Any inability to renew, extend or replace the Credit Facilities could adversely impact our liquidity and ability to find new investments or maintain distributions to our unitholders.
 There can be no assurance that we would be able to renew, extend or replace the Credit Facilities upon their maturity on terms that are favorable to us, if at all. Our ability to renew, extend or replace the Credit Facilities would be constrained by then-current economic conditions affecting the credit markets. In the event that we were unable to renew, extend or replace the Credit Facilities at the time of maturity, this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our unitholders and our ability to qualify as a RIC.
 In addition to regulatory limitations on our ability to raise capital, our financing agreements contain various covenants, which, if not complied with, could accelerate our repayment obligations under such agreements, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.
 We will have a continuing need for capital to finance our investments. We are party to various financing agreements from time to time which contain customary representations and warranties and we are required to comply with various covenants, reporting requirements and other customary requirements for similar financing agreements.
 Our continued compliance with the covenants contained under these financing agreements depends on many factors, some of which may be beyond our control. We can offer no assurances that we would continue to comply with any such covenants. Our failure to satisfy the respective covenants could result in foreclosure by the lenders under the applicable credit facility or governing instrument or acceleration by the applicable lenders or noteholders, which would accelerate our repayment obligations under the relevant agreement and thereby have a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our unitholders. These financing agreements may also include customary cross-default provisions, and if the indebtedness is accelerated, we may be unable to repay or finance the amounts due.
 Our interests in any subsidiary that enters into a Credit Facility would be subordinated, and we may not receive cash on our equity interests from any such subsidiary.
 We consolidate the financial statements of our wholly owned subsidiaries in our consolidated financial statements and treat the indebtedness of any such subsidiary as our leverage. Our interests in any wholly owned direct or indirect subsidiary of ours would be subordinated in priority of payment to every other obligation of any such subsidiary and would be subject to certain payment restrictions set forth in any Credit Facility. We would receive cash distributions on our equity interests in any such subsidiary only if such subsidiary had made all required cash interest payments to the lenders and no default exists under any Credit Facility. We cannot assure you that distributions on the assets held by any such subsidiary would be sufficient to make any distributions to us or that such distributions would meet our expectations.
 We would receive cash from any such subsidiary only to the extent that we would receive distributions on our equity interests in such subsidiary. Any such subsidiary would be able to make distributions on its equity interests only to the extent permitted by the payment priority provisions of the Credit Facility. We expect that any Credit Facility would generally provide that payments on such interests may not be made on any payment date unless all amounts owing to the lenders and other secured parties are paid in full. In addition, if such subsidiary would not meet the borrowing base test set forth in any Credit Facility documents, a default would occur. In the event of a default under any Credit Facility documents, cash would be diverted from us to pay the lender and other secured parties until they would be paid in full. In the event that we would fail to receive cash from such subsidiary, we could be unable to make distributions to our unitholders in amounts sufficient to maintain our status as a RIC, or at all. We also could be forced to sell investments in portfolio companies at less than their fair value in order to continue making such distributions.
 Our equity interests in any such subsidiary would rank behind all of the secured and unsecured creditors, known or unknown, of such subsidiary, including the lenders in any Credit Facility. Consequently, to the extent that the value of such subsidiary's portfolio of loan investments would have been reduced as a result of conditions in the credit markets, defaulted loans, capital gains and losses on the underlying assets, prepayment or changes in interest rates, the return on our investment in such subsidiary could be reduced. Accordingly, our investment in such subsidiary may be subject to up to a complete loss.
 Our ability to sell investments held by any subsidiary that enters into a Credit Facility would be limited.
 Our existing Credit Facilities place significant restrictions on our ability, as servicer, to sell investments, and we expect that any Credit Facility we enter into in the future would include similar restrictions. As a result, there may be times or circumstances during which we would be unable to sell investments or take other actions that might be in our best interests.
 We may enter into reverse repurchase agreements, which are another form of leverage.
 We may enter into reverse repurchase agreements as part of our management of our temporary investment portfolio. Under a reverse repurchase agreement, we will effectively pledge our assets as collateral to secure a short-term loan. Generally, the other party to the agreement makes the loan in an amount equal to a percentage of the fair value of the pledged collateral. At the maturity of the reverse repurchase agreement, we will be required to repay the loan and correspondingly receive back our collateral. While used as collateral, the assets continue to pay principal and interest which are for the benefit of us. Our use of reverse repurchase agreements, if any, involves many of the same risks involved in our use of leverage, as the proceeds from reverse repurchase agreements generally will be

 invested in additional securities. There is a risk that the market value of the securities acquired in the reverse repurchase agreement may decline below the price of the securities that we have sold but remain obligated to purchase. In addition, there is a risk that the market value of the securities retained by us may decline. If a buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experience insolvency, we may be adversely affected. Also, in entering into reverse repurchase agreements, we would bear the risk of loss to the extent that the proceeds of such agreements at settlement are less than the fair value of the underlying securities being pledged. In addition, due to the interest costs associated with reverse repurchase agreements, our net asset value will decline, and, in some cases, we may be worse off than if we had not used such agreements.
 We may be subject to risks associated with any CLOs, we enter into to finance our investments.
 We may enter into CLOs through a direct or indirect subsidiary of ours (any such subsidiary, an "MS Issuer"). As a result of these CLOs, we would be subject to a variety of risks, including those set forth below. We use the term "CLO" to describe a form of secured borrowing under which an operating company (sometimes referred to as an "originator" or "sponsor") acquires or originates mortgages, receivables, loans or other assets that earn income, whether on a one-time or recurring basis (collectively, "income producing assets"), and borrows money on a non-recourse basis against a legally separate pool of loans or other income producing assets. In a typical CLO, the originator transfers the loans or income producing assets to a single-purpose, bankruptcy-remote subsidiary (also referred to as a "special purpose entity"), which is established solely for the purpose of holding loans and income producing assets and issuing debt secured by these income producing assets. The special purpose entity completes the borrowing through the issuance of notes secured by the loans or other assets. The special purpose entity may issue the notes in the capital markets to a variety of investors, including banks, non-bank financial institutions and other investors. In the CLOs, we would expect institutional investors to purchase the notes issued by an MS Issuer in a private placement, while we would retain the equity interest in the CLOs and consolidate the assets and liabilities of the CLOs on our balance sheet.
 If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy.
 As a BDC, we may not acquire any assets other than "qualifying assets" unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. See "Item 1. Business—Regulation as a Business Development Company—Qualifying Assets."
 In the future, we believe that most of our investments will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of such investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition, results of operations and cash flows.
 Failure to qualify as a BDC would decrease our operating flexibility.
 If we do not maintain our status as a BDC, we would be subject to regulation as a registered closed-end investment company under the 1940 Act. As a registered closed-end investment company, we would be subject to substantially more regulatory restrictions under the 1940 Act which would significantly decrease our operating flexibility.
 The majority of our portfolio investments are recorded at fair value as determined in good faith by our Valuation Designee, under the supervision of our Board of Directors and, as a result, there may be uncertainty as to the value of our portfolio investments.
 The majority of our portfolio investments take the form of securities for which no market quotations are readily available. The fair value of securities and other investments that are not publicly traded may not be readily determinable, and we value these securities at fair value as determined in good faith by our Board of Directors, including to reflect significant events affecting the value of our securities. As discussed in more detail under "Note 5. Fair Value Measurements" in the notes to our consolidated financial statements, most, if not all, of our investments (other than cash and cash equivalents) are classified as Level 3 under ASC Topic 820, Fair Value Measurements ("ASC 820"). This means that our portfolio valuations are based on unobservable inputs and our Valuation Designee's (as defined below) assumptions about how market participants would price the asset or liability in question. Inputs into the determination of fair value of our portfolio investments require significant management judgment or estimation. Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which may include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information.
 The Board of Directors has delegated to the Adviser as a valuation designee, or the Valuation Designee, the responsibility of determining the fair value of the Company's investment portfolio, subject to oversight of the Board of Directors, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is charged with determining the fair value of the Company's investment

 portfolio, subject to oversight of the Board of Directors. The participation of the Adviser's investment professionals in our valuation process could result in a conflict of interest as the Adviser's base management fee is based, in part, on our average net assets and our incentive fees will be based, in part, on unrealized losses.
 We have retained the services of independent service providers to review the valuation of these securities. The valuation of all or a portion of our portfolio investments for which a market quote is not readily available will be reviewed by an independent valuation firm at least quarterly or more often as determined by the Valuation Designee or Board. The types of factors that our Valuation Designee, under the supervision of our Board of Directors, may take into account in determining the fair value of our investments generally include, as appropriate, comparison to publicly traded securities, including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company's ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and in particular, the valuations of private securities and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.
 We adjust quarterly (or as otherwise may be required by the 1940 Act in connection with the issuance of our Units) the valuation of our portfolio to reflect our Board of Directors' approval of the fair value of each investment in our portfolio, as determined by the Valuation Designee. Any changes in fair value are recorded in the aggregate in our consolidated statement of operations as a net change in unrealized appreciation or depreciation.
 Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or unitholder approval, and we may temporarily deviate from our regular investment strategy.
 Our Board of Directors has the authority, except as otherwise provided in the 1940 Act, to modify or waive our investment objective and certain of our operating policies and strategies without prior notice and without unitholder approval. However, absent unitholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current investment objective, operating policies and strategies would have on our business, operating results and the value of our Units. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions.
 The Adviser can resign on 60 days' notice and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
 The Adviser has the right to resign under the Investment Advisory Agreement at any time upon not less than 60 days' written notice, whether we have found a replacement or not. If the Adviser resigns, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our business, financial condition, results of operations and cash flows as well as our ability to pay distributions are likely to be adversely affected and the value of our Units may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Adviser and its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and cashflows.
 The Administrator can resign on 60 days' notice, and we may not be able to find a suitable replacement, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
 The Administrator has the right to resign under the Administration Agreement at any time upon not less than 60 days' written notice, whether we have found a replacement or not. If the Administrator resigns, we may not be able to find a new administrator or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the value of our Units may decline. In addition, the coordination of our internal management and administrative activities is likely to suffer if we are unable to identify and reach an agreement with a service provider or individuals with the expertise possessed by the Administrator.
 Even if we are able to retain a comparable service provider or individuals to perform such services, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows.
 We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer and our portfolio may be concentrated in a limited number of industries.

 We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Additionally, our portfolio may be concentrated in a limited number of industries and a downturn in any particular industry in which we are invested could significantly impact the aggregate returns we realize.
 To the extent that we assume large positions in the securities of a small number of issuers or our portfolio is concentrated in a limited number of industries, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market's assessment of the issuer or particular industry. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our asset diversification requirements as a RIC under the Code, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies. Although we are classified as a non-diversified investment company within the meaning of the 1940 Act, we maintain the flexibility to operate as a diversified investment company. To the extent that we operate as a non-diversified investment company, we may be subject to greater risk.
 We may be subject to risks associated with our investments in the software industry.
 We could invest in portfolio companies in the software industry and a downturn in the industry could significantly impact the aggregate returns we realize on such investments. For example, portfolio companies in the software industry are subject to a number of risks. The revenue, income (or losses) and valuations of software and other technology-related companies can and often do fluctuate suddenly and dramatically. In addition, because of rapid technological change, the average selling prices of software products have historically decreased over their productive lives. As a result, the average selling prices of software offered by our portfolio companies may decrease over time, which could adversely affect their operating results and, correspondingly, the value of any securities that we may hold. Additionally, companies operating in the software industry are subject to vigorous competition, changing technology, changing client and end-consumer needs, evolving industry standards and frequent introductions of new products and services. Our portfolio companies in the software industry could compete with companies that are larger and could be engaged in a greater range of businesses or have greater financial, technical, sales or other resources than our portfolio companies do. Our portfolio companies could lose market share if their competitors introduce or acquire new products that compete with their software and related services or add new features to existing products. Any deterioration in the results of our portfolio companies due to competition or otherwise could, in turn, materially adversely affect our business, financial condition and results of operations.
 Laws and regulations regulating insurance activities are complex and could negatively affect the business of our portfolio companies in the insurance services industry, which could reduce their profitability and potentially limit their growth.
 We could invest in portfolio companies in the insurance services industry and a downturn in the industry could significantly impact the aggregate returns we realize on such investments. For example, the insurance industry in the United States is heavily regulated, and the insurance regulatory framework addresses, among other things: (i) granting licenses to companies and agents to transact particular business activities; and (ii) regulating trade, marketing, compensation, and claims practices. Certain of our portfolio companies may be subject to laws and regulations applicable to insurance brokers and to the authority of the insurance regulators in their respective jurisdictions of operation. The cost of compliance with such regulations or any non-compliance could impose material costs on our portfolio companies and negatively affect their business, marketing practices, and budgets. Any of these factors could affect our portfolio company investments and, in turn, materially adversely affect our business, financial condition and results of operations.
 Furthermore, the laws and regulations governing the sale of insurance may change in ways that adversely impact the business of our portfolio companies. These changes could impact the manner in which our portfolio companies are permitted to conduct their businesses and could result in increased expenses and/or decreased revenues as well as negatively affect their marketing practices, budgets, and overall level of business, which could adversely impact our business, financial condition, operating results and cash flows.
 The liability of each of the Adviser, and the Administrator is limited, and we have agreed to indemnify each of the Adviser and the Administrator against certain liabilities, which may lead them to act in a riskier manner on our behalf than each would when acting for its own account.
 Under the Investment Advisory Agreement, the Adviser does not assume any responsibility to us other than to render the services called for under that agreement, and it is not responsible for any action of our Board of Directors in following or declining to follow the Adviser's advice or recommendations. Under the terms of the Investment Advisory Agreement, the Adviser, its directors, trustees, officers, equityholders or members (and their equityholders or members, including the owners of their equityholders or members), agents, employees, any person controlling or controlled by the Adviser, any other person affiliated with the Adviser and any other person or entity acting on behalf of the Adviser are not liable to us or any unitholders for acts or omissions performed by the Adviser in accordance with any of its duties or obligations under the Investment Advisory Agreement or otherwise as investment adviser of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services), except where attributable to the willful misfeasance, bad faith or gross negligence in the performance of such person's obligations or duties or by reason of reckless disregard of the Adviser's duties or obligations under the Investment Advisory Agreement. In addition, we have agreed to indemnify the Adviser and each of its directors, trustees, officers, equityholders or members (and their equityholders or members, including the owners of their equityholders or

 members), agents, employees, any person controlling or controlled by the Adviser, any other person affiliated with the Adviser and any other person or entity acting on behalf of the Adviser from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with the performance of such person's duties or obligations under the Investment Advisory Agreement or otherwise as an investment adviser to the Company, except where attributable to the willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties or by reason of reckless disregard of the Adviser's obligations or duties under the Investment Advisory Agreement, subject to the provisions of the Company's organizational documents, the 1940 Act, and the laws of the State of New York. Under the Administration Agreement, the Administrator and certain specified parties providing administrative services pursuant to that agreement are not liable to us or our unitholders for, and we have agreed to indemnify them for, any claims or losses arising out of the good faith performance of their duties or obligations under the Administration Agreement, except where primarily attributable to the willful misfeasance, bad faith or gross negligence or by reason of reckless disregard of the Administrator's duties or obligations under the Administration Agreement, subject to the provisions of the 1940 Act. These protections may lead the Adviser or the Administrator to act in a riskier manner when acting on our behalf than it would when acting for its own account.
 Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.
 In November 2020, the SEC adopted a revised version of Rule 18f-4, which is designed to modernize the regulation of the use of derivatives by registered investment companies and BDCs. Among other things Rule 18f-4 requires, BDCs that use derivatives to be subject to a value-at-risk leverage limit and requires the adoption and implementation of a derivatives risk management program that is reasonably designed to identify, assess and manage its derivatives transaction trading risk, subject to certain exceptions. Additionally, subject to certain conditions, funds that do not invest heavily in derivatives may be deemed limited derivatives users and would not be subject to the full requirements of Rule 18f-4. The Company intends to operate under the limited derivatives user exemption of Rule 18f-4 and has adopted written policies and procedures reasonably designed to manage the Company's derivatives risk pursuant to Rule 18f-4. In connection with the adoption of Rule 18f-4, the SEC also eliminated the asset segregation and cover framework arising from prior SEC guidance for covering derivatives and certain financial instruments. Compliance with Rule 18f-4 has been required since August 2022. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.
 Our business could be unable to realize the benefits anticipated by the SLIC Acquisition, including estimated cost savings, or it could take longer than anticipated to achieve such benefits.
 The realization of certain benefits anticipated as a result of the SLIC Acquisition will depend in part on the integration of SLIC's investment portfolio with ours and the integration of SLIC's business with our business. There can be no assurance that SLIC's investment portfolio can be integrated successfully into our operations in a timely fashion or at all. The dedication of management resources to such integration could detract attention from the day-to-day business of the combined company, and there can be no assurance that there will not be substantial costs associated with the transition process or that there will not be other material adverse effects as a result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of SLIC's investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.
 We also expect to achieve certain cost savings from the SLIC Acquisition when the two companies have fully integrated their portfolios. It is possible that the estimates of the potential cost savings could ultimately be incorrect. The cost savings estimates also assume that we will be able to combine the operations of our business and SLIC in a manner that permits those cost savings to be fully realized. If the estimates turn out to be incorrect or if we are not able to combine SLIC's investment portfolio or business with the operations of our business successfully, the anticipated cost savings could not be fully realized or realized at all or could take longer to realize than expected.
 Risks Relating to Our Investments
 Limitations of investment due diligence expose us to investment risk.
 Our due diligence may not reveal all of a portfolio company's liabilities and may not reveal other weaknesses in its business. We can offer no assurance that our due diligence processes will uncover all relevant facts that would be material to an investment decision. Before making an investment in, or a loan to, a company, our Adviser will assess the strength and skills of the company's management and other factors that it believes are material to the performance of the investment.
 In making the assessment and otherwise conducting customary due diligence, our Adviser will rely on the resources available to it and, in some cases, an investigation by third parties. This process is particularly important and highly subjective with respect to newly organized entities because there may be little or no information publicly available about the entities.
 We may make investments in, or loans to, companies which are not subject to public company reporting requirements including requirements regarding preparation of financial statements and our portfolio companies may utilize divergent reporting standards that may make it difficult for the Adviser to accurately assess the prior performance of a portfolio company. We will, therefore, depend upon the compliance by investment companies with their contractual reporting obligations. As a result, the evaluation of potential investments and our ability to perform due diligence on, and effectively monitor investments, may be impeded, and we may not realize

 the returns which we expect on any particular investment. In the event of fraud by any company in which we invest or with respect to which we make a loan, we may suffer a partial or total loss of the amounts invested in that company.
 Our debt investments may be risky, and we could lose all or part of our investments.
 The debt instruments in which we invest are typically not rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than "Baa3" by Moody's Investors Service, lower than "BBB-" by Fitch Ratings or lower than "BBB-" by Standard & Poor's Ratings Services), which under the guidelines established by these entities is an indication of having predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal. Bonds that are rated below investment grade are sometimes referred to as "high yield bonds" or "junk bonds." Therefore, our investments may result in an above average amount of risk and volatility or loss of principal.
 Defaults by our portfolio companies will harm our operating results.
 A portfolio company's failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its debt financing and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company's ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company. In addition, lenders in certain cases can be subject to lender liability claims for actions taken by them when they become too involved in the borrower's business or exercise control over a borrower. It is possible that we could become subject to a lender's liability claim, including as a result of actions taken if we render managerial assistance to the borrower.
 We may experience fluctuations in our quarterly operating results.
 We could experience fluctuations in our quarterly operating results due to a number of factors, including the interest rate payable on the debt securities we acquire, the default rate on such securities, the number and size of investments we originate or acquire, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. In light of these factors, results for any period should not be relied upon as being indicative of our performance in future periods.
 Economic recessions or downturns could impair our portfolio companies and defaults by our portfolio companies will harm our operating results
 Many of our portfolio companies are susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. Therefore, our non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing our investments and harm our operating results. For more information, see "—We are operating in a period of capital markets volatility and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have negative impact on our business and operations."
 Inflation could adversely impact our portfolio companies and our results of our operations.
 Certain of our portfolio companies are in industries that could be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay distributions on our equity investments and/or interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in our portfolio companies' operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net increase (decrease) in net assets resulting from operations.
 We may hold the debt securities of distressed companies that may enter into bankruptcy proceedings.
 Companies that are financially distressed due to leverage or other factors may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by an issuer may adversely and permanently affect the issuer. If the proceeding is converted to a liquidation, the value of the issuer may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor's return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. The administrative costs of a bankruptcy proceeding are frequently high and would be paid out of the debtor's estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or

 even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial.
 Depending on the facts and circumstances of our investments and the extent of our involvement in the management of a portfolio company, upon the bankruptcy of a portfolio company, a bankruptcy court may recharacterize our debt investments as equity interests and subordinate all or a portion of our claim to that of other creditors. This could occur even though we may have structured our investment as senior debt.
 Our investments in private, middle-market portfolio companies are risky, and you could lose all or part of your investment.
 Investments in private, middle-market companies involve a number of significant risks. Generally, little public information exists about these companies, and we rely on the ability of the Adviser's investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. Further, these companies may not have third-party debt ratings or audited financial statements. We must therefore rely solely on the ability of the Adviser to obtain adequate information through due diligence to evaluate the creditworthiness and potential returns from investing in these companies, which information may not include all information or resources which may be available from other areas of Morgan Stanley. If the Adviser is unable to uncover all material information about these companies, it may not make a fully informed investment decision, and we may lose money on our investments. Middle-market companies generally have less predictable operating results and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. Middle-market companies may have limited financial resources, may have difficulty accessing the capital markets to meet future capital needs and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with our investment. In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors' actions and market conditions, as well as general economic downturns. Additionally, middle-market companies are more likely to depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us. Middle-market companies also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. In addition, our executive officers, directors and the Adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments.
 Subordinated liens on collateral securing debt investments that we will make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
 Certain debt investments that we make in portfolio companies will be secured on a second priority basis by the same collateral securing senior debt of such companies. The first priority liens on the collateral will secure the portfolio company's obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the debt. The holders of obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the debt obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the debt obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company's remaining assets, if any. Similarly, investments in "last out" pieces of tranched first lien loans will be similar to second lien loans in that such investments will be junior in priority to the "first out" piece of the same tranched loan with respect to payment of principal, interest and other amounts.
 We may also make unsecured debt investments in portfolio companies, meaning that such investments will not benefit from any interest in collateral of such companies. Liens on such portfolio companies' collateral, if any, will secure the portfolio company's obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured debt agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured debt obligations after payment in full of all secured debt obligations. If such proceeds were not sufficient to repay the outstanding secured debt obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors' claims against the portfolio company's remaining assets, if any.
 The rights we may have with respect to the collateral securing the debt investments we make in our portfolio companies with senior debt outstanding, or first-out pieces of tranched first lien debt, may also be limited pursuant to the terms of one or more inter-creditor agreements that we enter into with the holders of senior debt. Under such an inter-creditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral

 will be at the direction of the holders of the obligations secured by the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. We may not have the ability to control or direct such actions, even if our rights are adversely affected.
 Our investments in securities or assets of publicly traded companies are subject to the risks inherent in investing in public companies.
 We may invest a portion of our portfolio in publicly traded companies. In such investments, it is not expected that we will be able to negotiate additional financial covenants or other contractual rights, which we might otherwise be able to obtain in making privately negotiated investments. Moreover, we may not have the same access to information in connection with investments in public companies, either when investigating a potential investment or after making an investment, as compared to privately negotiated investments. Furthermore, we may be limited in our ability to make investments and to sell existing investments in public securities because Morgan Stanley may be deemed to have material, non-public information regarding the issuers of those securities or as a result of other internal policies. The inability to sell public securities in these circumstances could materially adversely affect our investment results. In addition, an investment may be sold by us to a public company where the consideration received is a combination of cash and stock of the public company, which may, depending on the securities laws of the relevant jurisdiction, be subject to lock-up periods.
 Covenant-lite loans may expose us to different risks, including with respect to liquidity, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.
 Certain loans in our portfolio may consist of "covenant-lite" loans. Generally, covenant-lite loans permit borrowers more opportunity to negatively impact lenders because such loans may not require the borrower to maintain debt service or other financial ratios and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. Accordingly, to the extent we invest in covenant-lite loans, we may have less protection from borrower actions and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. Ownership of covenant-lite loans may expose us to different risks, including with respect to liquidity, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants. As of December 31, 2024, approximately 42% of our portfolio, measured as percent of gross commitments, is in loans that are considered "covenant-lite."
 Our investments in traded bank loans and other liquid debt securities of U.S. corporate issuers could include "covenant-lite" loans, which may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.
 A significant number of high yield loans in the market, in particular the broadly syndicated loan market, may consist of "covenant-lite" loans. Our investments, in particular investments in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, could include "covenant-lite" loans. Generally, covenant-lite loans permit borrowers more opportunity to negatively impact lenders because such loans do not require the borrower to maintain debt service or other financial ratios and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. Accordingly, to the extent we invest in covenant-lite loans, we may have less protection from borrower actions and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. Ownership of covenant-lite loans may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants. Such loans do not require the borrower to maintain debt service or other financial ratios and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. Ownership of covenant-lite loans may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.
 The lack of liquidity in our investments may adversely affect our business.
 Our investments are illiquid in most cases, and we can offer no assurance that we will be able to realize on such investments in a timely manner. A substantial portion of our investments in leveraged companies are and will be subject to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, the Adviser or any of its affiliates have material nonpublic information regarding such portfolio company.
 In addition, we generally expect to invest in securities, instruments and assets that are not, and are not expected to become, publicly traded. We will generally not be able to sell securities publicly unless the sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available.

 Investments may be illiquid and long-term. Illiquidity may result from the absence of an established or liquid market for investments as well as legal and contractual restrictions on their resale by us. It is generally expected that we will hold assets to maturity, and the amount of "discretionary sales" of investments generally will be limited. Our investment in illiquid investments may restrict its ability to dispose of investments in a timely fashion and for a fair price. Furthermore, we likely will be limited in our ability to sell investments because Morgan Stanley may have material, non-public information regarding the issuers of such loans or investments or as a result of measures established by Morgan Stanley in order to comply with applicable law, regulatory restrictions or internal policies or procedures, including without limitation joint transaction restrictions pursuant to the 1940 Act. This limited ability to sell investments could materially adversely affect our investment results. As a result, our exposure to losses, including a potential loss of principal, as a result of which you could potentially lose all or a portion of your investment in us, may be increased due to the illiquidity of our investments generally.
 In certain cases, we may also be prohibited by contract from selling our investments for a period of time or otherwise be restricted from disposing of our investments. Furthermore, certain types of investments expected to be made may require a substantial length of time to realize a return or fully liquidate. We may exit some investments through distributions in kind to the unitholders, after which such you will still bear the risks associated with holding the securities and must make your own disposition decisions.
 Given the nature of the investments contemplated by the Company, there is a material risk that we will be unable to realize our investment objectives by sale or other disposition at attractive prices or will otherwise be unable to complete any exit strategy. In particular, this risk could arise from changes in the financial condition or prospects of the portfolio company in which the investment is made, changes in national or international economic conditions, changes in debt and equity capital markets and changes in laws, regulations, fiscal policies or political conditions of countries in which investments are made.
 In connection with the disposition of an investment in a portfolio company, we may be required to make representations about the business and financial affairs of the portfolio company or may be responsible for the contents of disclosure documents under applicable securities laws. We may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out to be incorrect, inaccurate or misleading. These arrangements may result in contingent liabilities, for which we may establish reserves or escrows. However, we can offer no assurance that we will adequately reserve for our contingent liabilities and that such liabilities will not have an adverse effect on us. Such contingent liabilities might ultimately have to be funded by proceeds, including the return of capital, from our other investments.
 Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.
 As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by our Valuation Designee, under the supervision of our Board of Directors. As part of the valuation process, we may take into account the following types of factors, if relevant, in determining the fair value of our investments:
 • A comparison of the portfolio company's securities to publicly traded securities;
 • The enterprise value of the portfolio company;
 • The nature and realizable value of any collateral;
 • The portfolio company's ability to make payments and its earnings and discounted cash flow;
 • The markets in which the portfolio company does business; and
 • The changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.
 When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. We record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in our portfolio. The effect of all of these factors on our portfolio may reduce our net asset value by increasing net unrealized depreciation in our portfolio. Any unrealized losses in our portfolio could be an indication of a portfolio company's inability to meet its repayment obligations to us with respect to the affected loans. Depending on market conditions, we could incur substantial realized losses and ultimately experience reductions of our income available for distribution in future periods. We may also suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, decreases in the market value or fair value of our investments will reduce our net asset value.
 Our investments in OID and PIK instruments may expose us to investment risk.
 To the extent that we invest in OID or PIK instruments and the accretion of OID or PIK interest income constitutes a portion of our income, we will be exposed to risks associated with the requirement to include such non-cash income in taxable and accounting income prior to receipt of cash, including the following:
 • the interest rates on PIK loans are higher to reflect the time-value of money on deferred interest payments and the higher credit risk of borrowers who may need to defer interest payments, and PIK instruments generally represent a significantly higher credit risk than coupon loans;

 • OID and PIK instruments may have unreliable valuations because the accruals require judgments about ultimate collectability of the deferred payments and the value of any associated collateral;
 • an election to defer PIK interest payments by adding them to the principal on such instruments increases our future investment income which increases our net assets and, as such, increases the Adviser's future management fees;
 • market prices of OID and PIK instruments and other zero-coupon instruments are affected to a greater extent by interest rate changes, and may be more volatile than instruments that pay interest periodically in cash. While PIK instruments are usually less volatile than zero-coupon debt instruments, PIK instruments are generally more volatile than cash pay securities;
 • the deferral of PIK interest on an instrument increases the loan-to-value ratio, which is a measure of the riskiness of a loan, with respect to such instrument;
 • even if the conditions for income accrual under GAAP are satisfied, a borrower could still default when actual payment is due upon the maturity of such loan;
 • for accounting purposes, cash distributions to investors representing OID income do not come from paid-in capital, although they may be paid from the offering proceeds. Thus, although a distribution of OID income may come from the cash invested by investors, the 1940 Act does not require that investors be given notice of this fact;
 • the required recognition of OID or PIK interest for U.S. federal income tax purposes may have a negative impact on liquidity, as it represents a non-cash component of our investment company taxable income that may require cash distributions to shareholders in order to maintain our ability to maintain tax treatment as a RIC for U.S. federal income tax purposes; and
 • OID may create a risk of non-refundable cash payments to the Adviser based on non-cash accruals that may never be realized.
 Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity, and rising interest rates may make it more difficult for portfolio companies to make periodic payments on their loans.
 Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity. This risk and the risk of default is increased to the extent that the loan documents do not require the portfolio companies to pay down the outstanding principal of such debt prior to maturity. In addition, if general interest rates rise, there is a risk that our portfolio companies will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. Any failure of one or more portfolio companies to repay or refinance its debt at or prior to maturity or the inability of one or more portfolio companies to make ongoing payments following an increase in contractual interest rates could have a material adverse effect on our business, financial condition, results of operations and cash flows.
 Our portfolio companies may prepay loans, which may reduce our yields if capital returned cannot be invested in transactions with equal or greater expected yields.
 The loans in our investment portfolio may be prepaid at any time, generally with little advance notice. Whether a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that allow such company the ability to replace existing financing with less expensive capital. As market conditions change, we do not know when, and if, prepayment may be possible for each portfolio company. In some cases, the prepayment of a loan may reduce our achievable yield if the capital returned cannot be invested in transactions with equal or greater expected yields, which could have a material adverse effect on our business, financial condition and results of operations.
 We may be subject to risks associated with syndicated loans.
 From time to time, we will acquire interests in syndicated loans for cash management purposes, including to manage payment obligations under our unit repurchase program. Under the documentation for syndicated loans, a financial institution or other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on any collateral on behalf of the other lenders and distributes payments on the indebtedness as they are received. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a majority or two-thirds in commitments and/or principal amount of the associated indebtedness. In most cases, we do not expect to hold a sufficient amount of the indebtedness to be able to compel any actions by the agent. Consequently, we would only be able to direct such actions if instructions from us were made in conjunction with other holders of associated indebtedness that together with us compose the requisite percentage of the related indebtedness, then entitled to take action. Conversely, if holders of the required amount of the associated indebtedness other than us desire to take certain actions, such actions may be taken even if we did not support such actions. Furthermore, if an investment is subordinated to one or more senior loans made to the applicable obligor, our ability to exercise such rights may be subordinated to the exercise of such rights by the senior lenders. Accordingly, we may be precluded from directing such actions unless we act together with other holders of the indebtedness. If we are unable to direct such actions, we cannot assure you that the actions taken will be in our best interests.
 If an investment is a syndicated revolving loan or delayed drawdown loan, other lenders may fail to satisfy their full contractual funding commitments for such loan, which could create a breach of contract, result in a lawsuit by the obligor against the lenders and adversely affect the fair market value of our investment.

 There is a risk that a loan agent in respect of one of our loans may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtedness and actions to realize on proceeds of payments made by obligors that are in the possession or control of any other financial institution. In addition, we may be unable to remove the agent in circumstances in which removal would be in our best interests. Moreover, agented loans typically allow for the agent to resign with certain advance notice.
 Our investments in portfolio companies may expose us to environmental risks.
 We may invest in portfolio entities that are subject to changing and increasingly stringent environmental and health and safety laws, regulations and permit requirements and environmental costs that could place increasing financial burdens on such portfolio entities. Required expenditures for environmental compliance may adversely impact investment returns on portfolio entities. The imposition of new environmental and other laws, regulations and initiatives could adversely affect the business operations and financial stability of portfolio entities.
 There can be no guarantee that all costs and risks regarding compliance with environmental laws and regulations can be identified. New and more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations of current laws or regulations could impose substantial additional costs on portfolio investment or potential investments. Compliance with such current or future environmental requirements does not ensure that the operations of the portfolio investments will not cause injury to the environment or to people under all circumstances or that the portfolio investments will not be required to incur additional unforeseen environmental expenditures. Moreover, failure to comply with any such requirements could have a material adverse effect on an investment, and we can offer no assurance that the portfolio investments will at all times comply with all applicable environmental laws, regulations and permit requirements.
 Additionally, our portfolio companies may be subject to certain so-called sustainability risks, or ESG events or conditions that, if they occur, could cause an actual or potential material impact on the value of the Company, including, but not limited to, the following:
 • Climate change risks include both global warming driven by human emissions of greenhouse gases and the resulting large-scale shifts in weather patterns. Risks associated with climate change include transition risks (policy changes, reputational impacts and shifts in market preferences, norms and technology) and physical risk (physical impacts of climate change such as droughts, floods or thawing ground);
 • Natural resource risks including rising costs from resource scarcity or resource usage taxes and systemic risk from biodiversity loss;
 • Pollution and waste risks including liabilities associated with contamination and waste management costs;
 • Human capital risks include declining employee productivity, attrition and turnover costs, pandemics and supply chain reputational risks or disruption;
 • Community risks factors including loss of license to operate, operational disruptions caused by protests or boycotts and systematic inequality and instability;
 • Security and safety risks such as consumer security, data privacy and security; and
 • Other climate-related conditions and events that present risks related to the physical impacts of the climate and risks related to a potential transition to a lower carbon economy.
 We have not yet identified all of the portfolio company investments we will acquire and we may have difficulty sourcing investment opportunities.
 We have not yet identified all of the potential investments for our portfolio that we will acquire with the proceeds of any sales of our securities or repayments of investments currently in our portfolio, and we cannot assure investors that we will be able to locate a sufficient number of suitable investment opportunities to allow us to deploy all available capital successfully. Privately negotiated investments in loans and illiquid securities of private middle-market companies require substantial due diligence and structuring, and we cannot assure you that we will achieve our anticipated investment pace. As a result, investors will be unable to evaluate any future portfolio company investments prior to purchasing our Units. The Adviser selects all of our investments, and our unitholders will have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our securities. Until such appropriate investment opportunities can be found, we may also invest the net proceeds in cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less from the date of investment. We expect these temporary investments to earn yields substantially lower than the income that we expect to receive in respect of our targeted investment types. As a result, any distributions we make during this period may be substantially smaller than the distributions that we expect to pay when our portfolio is fully invested. To the extent we are unable to deploy all available capital, our investment income and, in turn, our results of operations, will likely be materially adversely affected. There is no assurance that we will be able to consummate investment transactions or that such transactions will be successful.
 Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
 Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as "follow-on" investments, in seeking to:

 • Increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company;
 • Exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or
 • Preserve or enhance the value of our investment.
 We have discretion to make follow-on investments, subject to the availability of capital resources and certain limitations on co-investment with affiliates under the 1940 Act. Failure on our part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful portfolio company. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because of regulatory or other considerations. Our ability to make follow-on investments may also be limited by the Adviser's allocation policies and procedures.
 Because we generally do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.
 To the extent that we do not hold controlling equity interests in portfolio companies, we will have a limited ability to protect our position in such portfolio companies. We may also co-invest with third parties through partnerships, joint ventures or other entities. Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co-investor may have economic or business interests or goals that are inconsistent with ours or may be in a position to take (or block) action in a manner contrary to our investment objective. In those circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to such investments, including incentive compensation arrangements. We do not currently intend to create or acquire primary control of any entity that primarily engaged in investment activities insecurities or other assets, other than entities wholly owned by the us.
 We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient.
 In the event of a default by a portfolio company on a secured loan, we will only have recourse to the assets collateralizing the loan. If the underlying collateral value is less than the loan amount, we will suffer a loss. In addition, we may make loans that are unsecured, which are subject to the risk that other lenders may be directly secured by the assets of the portfolio company. In the event of a default, those collateralized lenders would have priority over us with respect to the proceeds of a sale of the underlying assets. In cases described above, we may lack control over the underlying asset collateralizing our loan or the underlying assets of the portfolio company prior to a default, and as a result the value of the collateral may be reduced by acts or omissions by owners or managers of the assets.
 In the event of bankruptcy of a portfolio company, we may not have full recourse to its assets in order to satisfy our loan, or our loan may be subject to "equitable subordination." This means that depending on the facts and circumstances, including the extent to which we actually provided significant "managerial assistance," if any, to that portfolio company, a bankruptcy court might re-characterize our debt holding and subordinate all or a portion of our claim to that of other creditors. In addition, certain of our loans are subordinate to other debt of the portfolio company. If a portfolio company defaults on our loan or on debt senior to our loan, or in the event of a portfolio company bankruptcy, our loan will be satisfied only after the senior debt receives payment. Where debt senior to our loan exists, the presence of inter-creditor arrangements may limit our ability to amend our loan documents, assign our loans, accept prepayments, exercise our remedies (through "standstill" periods) and control decisions made in bankruptcy proceedings relating to the portfolio company. Bankruptcy and portfolio company litigation can significantly increase collection losses and the time needed for us to acquire the underlying collateral in the event of a default, during which time the collateral may decline in value, causing us to suffer losses.
 If the value of collateral underlying our loan declines or interest rates increase during the term of our loan, a portfolio company may not be able to obtain the necessary funds to repay our loan at maturity through refinancing. Decreasing collateral value and/or increasing interest rates may hinder a portfolio company's ability to refinance our loan because the underlying collateral cannot satisfy the debt service coverage requirements necessary to obtain new financing. If a borrower is unable to repay our loan at maturity, we could suffer a loss which may adversely impact our financial performance.
 We can offer no assurance that portfolio company management will be able to operate their companies in accordance with our expectations.
 The day-to-day operations of each portfolio company in which we invest are the responsibility of that portfolio company's management team. Although we are responsible for monitoring the performance of each investment and generally intend to invest in portfolio companies operated by strong management, we can offer no assurance that the existing management team, or any successor, will be able to operate any such portfolio company in accordance with our expectations. We can offer no assurance that a portfolio company will be successful in retaining key members of its management team, the loss of whom could have a material adverse effect on us. Although we generally intend to invest in companies with strong management teams and defensible market positions, we can offer no assurance that the existing management of such companies will continue to operate a company successfully.

 Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and such portfolio companies may not generate sufficient cash flow to service their debt obligations to us.
 We may invest a portion of our capital in second lien and subordinated loans issued by our portfolio companies. Our portfolio companies may have, or be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. Such subordinated investments are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high debt-to-equity ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the securities in which we invest. These debt instruments would usually prohibit the portfolio companies from paying interest on or repaying our investments in the event of and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us where we are junior creditor. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
 Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company's obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. Similarly, investments in "last out" pieces of tranched first lien loans will be similar to second lien loans in that such investments will be junior in priority to the "first out" piece of the same tranched first lien loan with respect to payment of principal, interest and other amounts. We can offer no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens or the "last out" pieces of the tranched first lien loans after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens or the "last out" pieces of unitranche loans, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company's remaining assets, if any.
 We may make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. Liens on a portfolio company's collateral, if any, will secure the portfolio company's obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We can offer no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all loans secured by collateral. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors' claims against the portfolio company's remaining assets, if any.
 The rights we may have with respect to the collateral securing any junior priority loans, including any "last out" pieces of tranched first lien loans, we make to our portfolio companies may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into (or the absence of an intercreditor agreement) with the holders of senior debt. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens:
 • The ability to cause the commencement of enforcement proceedings against the collateral;
 • The ability to control the conduct of such proceedings;
 • The approval of amendments to collateral documents;
 • The releases of liens on the collateral; and
 • The waivers of past defaults under collateral documents.
 We may not have the ability to control or direct such actions, even if our rights as junior lenders are adversely affected.
 We may be subject to risks under hedging transactions and may become subject to risks if we invest in foreign securities.
 We may invest in non-U.S. companies, to the limited extent such investments are permitted under the 1940 Act. We expect that these investments would focus on the same types of investments that we make in U.S. middle-market companies. Investing in securities of non-U.S. companies involves many risks including economic, social, political, financial, tax and security conditions, potential

 inflationary economic environments, regulation by foreign governments, different accounting standards and political uncertainties. These factors could include changes in economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to the non-U.S. company or investments in their securities and the possibility of fluctuations in the rate of exchange between currencies.
 We may engage in hedging transactions to the limited extent such transactions are permitted under the 1940 Act and applicable commodities laws. Engaging in hedging transactions or investing in foreign securities would entail additional risks to our unitholders. We could, for example, use instruments such as interest rate swaps, caps, collars and floors and, if we were to invest in foreign securities, we could use instruments such as forward contracts or currency options and borrow under a credit facility in currencies selected to minimize our foreign currency exposure. In each such case, we generally would seek to hedge against fluctuations of the relative values of our portfolio positions from changes in market interest rates or currency exchange rates. Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of the positions declined. However, such hedging could establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions could also limit the opportunity for gain if the values of the underlying portfolio positions increased. Moreover, it might not be possible to hedge against an exchange rate or interest rate fluctuation that was so generally anticipated that we would not be able to enter into a hedging transaction at an acceptable price. Use of a hedging transaction could involve counterparty credit risk.
 The success of any hedging transactions we may enter into will depend on our ability to correctly predict movements in currencies and interest rates. Therefore, while we may enter into hedging transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates could result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged could vary. Moreover, for a variety of reasons, we might not seek to (or be able to) establish a perfect correlation between the hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation could prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it might not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations. Our ability to engage in hedging transactions may also be adversely affected by rules adopted by the CFTC.
 We may not realize gains from our equity investments.
 When we invest in unitranche, second lien and subordinated loans, we may acquire warrants or other equity securities of portfolio companies as well. We may also invest in equity securities directly. To the extent we hold equity investments, we will seek to dispose of them and realize gains upon our disposition of them. However, the equity interests we receive may not appreciate in value and may decline in value. As a result, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.
 We may be subject to risks to the extent we provide managerial assistance to our portfolio companies.
 To the extent we participate substantially in the conduct of the management of certain of our portfolio companies, such as designating directors to serve on the boards of directors of certain portfolio companies, such designation of representatives and other measures contemplated could expose our assets to claims by a portfolio company in which we invest, its security-holders and its creditors, including claims that we are a controlling person and thus are liable for securities laws violations of a portfolio company. These measures also could result in certain liabilities in the event of the bankruptcy or reorganization of a portfolio company, could result in claims against us if a designated director violates their fiduciary or other duties to a portfolio company or fail to exercise appropriate levels of care under applicable corporate or securities laws, environmental laws or other legal principles, and could expose us to claims that we have interfered in management to the detriment of a portfolio company.
 Risks Relating to an Investment in Our Securities
 Investing in our Units may involve an above average degree of risk.
 The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore, an investment in our units may not be suitable for someone with lower risk tolerance. In addition, our Units are intended for long-term investors who can accept the risks of investing primarily in illiquid loans and other debt or debt-like instruments and should not be treated as a trading vehicle.
 Our Units are not listed, and we do not intend to list our Units, on an exchange, nor are our Units quoted through a quotation system. Therefore, our unitholders will have limited liquidity and may not receive a full return of invested capital upon selling their Units or upon liquidation of the Company.
 Our Units are illiquid investments for which there is not a secondary market, nor is it expected that any such secondary market will develop in the future. We do not intend to list our Units on a national securities exchange. Liquidity for an investor's Units will be limited to participation in our unit repurchase program, which may not be for a sufficient number of Units to meet an investor's

 request and which we have no obligation to maintain. In addition, in any repurchase offer, if the amount requested to be repurchased in any repurchase offer exceeds the repurchase offer amount, repurchases of Units would generally be made on a pro rata basis (based on the number of Units put to us for repurchases), not on a first-come, first-served basis. In addition, any Units repurchased pursuant to our unit repurchase program may be purchased at a price which may reflect a discount from the purchase price unitholders paid for the units being repurchased. See "Overview of the Company – Unit Repurchase Program" for a detailed description of the unit repurchase program.
 There are restrictions on the ability of holders of our Units to transfer Units in excess of the restrictions typically associated with a private offering of securities under Regulation D, Regulation S and other exemptions from registration under the Securities Act, and these restrictions could limit the liquidity of an investment in our Units and the price at which holders may be able to sell their Units.
 We are relying on an exemption from registration under the Securities Act and state securities laws in offering our Units pursuant to the Subscription Agreements. As such, absent an effective registration statement covering our Units, such Units may be resold only in transactions that are exempt from the registration requirements of the Securities Act. Our Units will have limited transferability which could delay, defer or prevent a transaction or a change of control of the Company that might involve a premium price for our securities or otherwise be in the best interest of our common unitholders.
 There is a risk that you may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of capital.
 We intend to make periodic distributions to our unitholders out of assets legally available for distribution. We may fund our cash distributions to unitholders from any sources of funds available to us, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and fee and expense reimbursement waivers from the Adviser or the Administrator, if any. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this report.
 Due to the asset coverage test applicable to us under the 1940 Act as a BDC, we may be limited in our ability to make distributions. To the extent we make distributions to unitholders that include a return of capital, such portion of the distribution essentially constitutes a return of the common unitholder's original investment in the Company and does not represent income or capital gains. Although such return of capital may not be taxable, such distributions may increase an investor's taxable gain or reduce an investor's loss upon the future sale of our Units. A return of capital distribution may cause a unitholder to recognize a capital gain from the sale of our Units even if the unitholder sells its units for less than the original purchase price.
 We have not established any limit on the amount of funds we may use from available sources, such as borrowings, if any, or proceeds from any offering of securities, to fund distributions (which may reduce the amount of capital we ultimately invest in assets).
 Unitholders should understand that any distributions made from sources other than cash flow from operations or relying on fee or expense reimbursement waivers, if any, from the Adviser of the Administrator are not based on our investment performance and can only be sustained if we achieve positive investment performance in future periods and/or the Adviser or the Administrator continues to make such expense reimbursements, if any. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan, how quickly we invest the proceeds from any securities offerings and the performance of our investments. Unitholders should also understand that any future repayments to the Adviser will reduce the distributions they would otherwise receive. There can be no assurance that we will achieve such performance in order to sustain these distributions or be able to pay distributions at all. The Adviser and the Administrator have no obligation to waive fees or receipt of expense reimbursements, if any.
 Our unitholders may receive shares of our Units as distributions, which could result in adverse tax consequences to them.
 In order to satisfy the Annual Distribution Requirement applicable to RICs, we will have the ability to declare a large portion of a distributions in shares of our Units instead of in cash. Revenue procedures issued by the IRS, allow a publicly offered regulated investment company (as defined in the Code) to distribute its own stock as a distribution for the purpose of fulfilling its distribution requirements, if certain conditions are satisfied. As long as a portion of such distribution is paid in cash (which portion may be as low as 20% of such distribution) and certain requirements are met, the entire distribution will be treated as a distribution for U.S. federal income tax purposes. As a result, a stockholder unitholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the distribution is received by the unitholder in the same manner as a cash distribution, even though most of the distribution was paid in our Units. We do not currently intend to pay distributions in Units.
 We may in the future determine to issue preferred units, which could adversely affect the value of our Units.
 The issuance of preferred units with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of such series of preferred units could make an investment in Units less attractive. In addition, the distributions on any

 preferred units we issue must be cumulative. Payment of distributions and repayment of the liquidation preference of preferred units must take preference over any distributions or other payments to holders of Units, and holders of preferred units are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference (other than convertible preferred units that converts into Units). In addition, under the 1940 Act, preferred units would constitute a "senior security" for purposes of the 150% asset coverage test.
 Investors will not know the purchase price per unit at the time they submit their subscription agreements and could receive fewer units than anticipated if our Board of Directors determines to increase the offering price to comply with the requirement that we avoid selling units at a net offering price below the net asset value per unit of such class of units.
 We sell our Units in the private offering at a net offering price that we believe reflects the net asset value per unit as determined in accordance with the Company's unit pricing policy, but there is no guarantee that this net asset value will be equal to the net offering price of our Units at any closing. We will modify the offering price of such units to the extent necessary to comply with the requirements of the 1940 Act, including the requirement that we not sell our Units at a net offering price below our net asset value per unit unless we obtain the requisite approval from our unitholders.
 As a result, the unitholders' purchase price may be higher than the prior subscription closing price per unit, and therefore unitholders may receive a smaller number of units than if the unitholder had subscribed at the prior subscription closing price.
 If we are unable to raise substantial funds in our ongoing, continuous "best efforts" offering, we may be limited in the number and type of investments we may make, and the value of your investment in us may be reduced in the event our assets under-perform.
 Our continuous offering is being made on a best-efforts basis, whereby broker-dealers participating in the offering are only required to use their best efforts to sell our Units and have no firm commitment or obligation to purchase any of our Units. To the extent that less than the maximum number of units is subscribed for, we may not be able to purchase a portfolio of investments that meets our investment objectives and criteria, the opportunity for diversification of our investments may be decreased and the returns achieved on our investments may be reduced as a result of allocating all of our expenses among a smaller capital base.
 We intend, but are not required, to offer to repurchase units on a quarterly basis. As a result, unitholders will have limited opportunities to sell their units.
 We commenced a unit repurchase program pursuant to which we intend to conduct quarterly repurchase offers. In any such repurchase program, only a limited number of Units will be eligible for repurchase. As a result, the price at which we repurchase Units may be at a discount to the price at which you purchased Units in the private offering. The unit repurchase program will include numerous restrictions that limit your ability to sell your Units, and unit repurchases may not be available each month. For example, to the extent we choose to repurchase Units in any particular quarter, we intend to limit the number of Units to be repurchased in each quarter to no more than 5% of our outstanding Units (either by number of units or aggregate net asset value) as of such quarter end. To the extent that the number of Units put to us for repurchase exceeds the number of Units that we are able to purchase, we will repurchase Units on a pro rata basis, not on a first-come, first-serve basis. Further, we will have no obligation to repurchase Units if the repurchase would violate the restrictions on distributions under federal law or Delaware law. These limits may prevent us from accommodating all repurchase requests made in any month.
 We will notify our unitholders of such developments: (i) in our quarterly reports or (ii) by means of a separate mailing to you, accompanied by disclosure in a current or periodic report under the Exchange Act. In addition, under the quarterly unit repurchase program, if implemented, we will have discretion to not repurchase Units, to suspend the program, and to cease repurchases. Further, the program may have many limitations and should not be relied upon as a method to sell units promptly and at a desired price.
 The timing of our repurchase offers pursuant to our unit repurchase program may be at a time that is disadvantageous to our unitholders, and, to the extent you are able to sell your Units under the program, you may not be able to recover the amount of your investment in our Units.
 When we make repurchase offers pursuant to the unit repurchase program, we may offer to repurchase Units at a price that is lower than the price an investor paid for our Units. As a result, to the extent an investor has the ability to sell their Units pursuant to our unit repurchase program, the price at which they may sell Units, any person controlling or controlled by the Adviser, any other person affiliated with the Adviser and any other person or entity, may be lower than the amount an investor paid in connection with the purchase of Units in this offering.
 The price at which we may repurchase units pursuant to our Unit repurchase program will be determined in accordance with our unit pricing policy and, as a result, there may be uncertainty as to the value of our Units.
 Since our Units are not publicly traded, and we do not intend to list our Units on a national securities exchange, the fair value of our Units may not be readily determinable. Inputs into the determination of fair value of our Units require significant management judgment or estimation.
 The Board of Directors has delegated to the Valuation Designee the responsibility of determining the fair value of our Units, pursuant to Rule 2a-5 under the 1940 Act. As such, the Valuation Designee is in charge with determining the fair value of our Units, subject to

 oversight of the Board of Directors. The participation of the Adviser's investment professionals in our valuation process could result in a conflict of interest as the Adviser's base management fee is based, in part, on our average net assets and our incentive fees will be based, in part, on unrealized losses.
 We may be unable to invest a significant portion of the net proceeds of our offering of Units on acceptable terms in an acceptable timeframe.
 Delays in investing the net proceeds of our offering of Units may impair our performance. We cannot assure you that we will be able to continue to identify investments that meet our investment objective or that any investment that we make will produce a positive return. We may be unable to invest the net proceeds of our offering of Units on acceptable terms within the time period that we anticipate or at all, which could harm our financial condition and operating results.
 Before making investments, we will invest the net proceeds of the private offering of our units primarily in cash, cash-equivalents, U.S. government securities, repurchase agreements, and/or other high-quality debt instruments maturing in one year or less from the time of investment. This will produce returns that are significantly lower than the returns which we expect to achieve when our portfolio is fully invested in securities and loans meeting our investment objective. As a result, any distributions that we pay while our portfolio is not fully invested may be lower than the distributions that we may be able to pay when our portfolio is fully invested in securities meeting our investment objective.
 The net asset value of our Units may fluctuate significantly.
 The net asset value and liquidity, if any, of the market for our Units may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:
 • Changes in the value of our portfolio of investments and derivative instruments as a result of changes in market factors, such as interest rate shifts, and also portfolio specific performance, such as portfolio company defaults, among other reasons;
 • Changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;
 • Loss of RIC tax treatment or BDC status;
 • Distributions that exceed our net investment income and net income as reported according to U.S. Generally Accepted Accounting Principles, or U.S. GAAP;
 • Changes in earnings or variations in operating results;
 • Changes in accounting guidelines governing valuation of our investments;
 • Any shortfall in revenue or net income or any increase in losses from levels expected by investors;
 • Inability of the Adviser to employ additional experienced investment professionals;
 • Departure of our Adviser or certain of its key personnel;
 • General economic trends and other external factors;
 • Escalation of tensions and conflicts in Europe and elsewhere, including Ukraine and Russia and the Middle East, and disruptions in local, regional, national and global markets and economies affected thereby, including the potential for volatility in energy prices and its impact on the industries in which we invest;
 • Inflation and its impact on our portfolio companies and on the industries in which we invest;
 • The impact of supply chain constraints on our portfolio companies and the global economy;
 • The impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; and
 • Loss of a major funding source; and
 • The economic and other impacts of disease outbreaks, pandemics, or any other serious public health concern in the United States as well as worldwide
 Our unitholders may experience dilution in their ownership percentage.
 Our unitholders do not have preemptive rights to purchase any Units we issue in the future. To the extent that we issue additional equity interests at or below net asset value your percentage ownership interest in us may be diluted. In addition, depending upon the terms and pricing of any future sales of Units and the value of our investments, you may also experience dilution in the book value and fair value of your Units.
 Under the 1940 Act, we generally are prohibited from issuing or selling Units at a price below net asset value per unit, which may be a disadvantage as compared with certain public companies. We may, however, sell Units, or warrants, options, or rights to acquire Units, at a price below the current net asset value of Units if our Board of Directors determines that such sale is in our best interests and the best interests of our unitholders, and our unitholders, including a majority of those unitholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the fair value of such securities (less any distributing commission or discount). If we raise additional funds by issuing Units or senior securities convertible into, or exchangeable for, Units, then the percentage ownership of our unitholders at that time will decrease and you will experience dilution.
 Our unitholders will experience dilution in their ownership percentage if they opt out of our DRIP.

 We have an "opt out" DRIP pursuant to which unitholders will have their cash distributions automatically reinvested in additional Units unless they elect to receive their distributions in cash. As a result, our unitholders that "opt out" of our DRIP will experience dilution in their ownership percentage of our Units over time. See "Item 1. Business—Distribution Reinvestment Plan."
 Our unitholders may be subject to filing requirements under the Exchange Act as a result of an investment in us.
 Because our Units are registered under the Exchange Act, ownership information for any person who beneficially owns 5% or more of our Units must be disclosed in a Schedule 13G or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over the securities. Although we will provide in our quarterly financial statements the amount of outstanding Units and the amount of the investor's Units, the responsibility for determining the filing obligation and preparing the filing remains with the investor. In addition, owners of 10% or more of our Units are subject to reporting obligations under Section 16(a) of the Exchange Act.
 Holders of any preferred units that we may issue will have the right to elect certain members of our Board of Directors and have class voting rights on certain matters.
 The 1940 Act requires that holders of any preferred units that we may issue must be entitled as a class to elect two directors at all times. In addition, in accordance with the 1940 Act and the terms of any preferred units we may issue in the future, if distributions paid upon our preferred units are unpaid in an amount equal to at least two years of distributions, the holders of our preferred units will be entitled to elect a majority of our Board of Directors. Holders of our preferred units may have the right to vote, including in the election of directors, in ways that may benefit their interests but not the interests of holders of our Units.
 Our unitholders may be subject to the short-swing profits rules under the Exchange Act as a result of an investment in us.
 Persons with the right to appoint a director or who hold 10% or more of a class of our Units may be subject to Section 16(b) of the Exchange Act, which recaptures for the benefit of the issuer profits from the purchase and sale of registered stock within a six-month period.
 Risks Relating to the Notes
 The Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we may incur. Additionally, the Notes are not guaranteed by Morgan Stanley.
 On March 16, 2023, the Company entered into a Master Note Purchase Agreement (the "March 2023 NPA") governing the issuance of (i) $204.0 million in aggregate principal amount of Series A Senior Notes, Tranche A, due March 16, 2026 (the "Series A 2026 Notes") and (ii) $146.0 million in aggregate principal amount of Series A Senior Notes, Tranche B, due March 16, 2028 (the "Series A 2028 Notes" and together with the Series A 2026 Notes, the "Series A Notes"). On August 10, 2023, the Company entered into a Master Note Purchase Agreement (the "August 2023 NPA") governing the issuance of $107.0 million in aggregate principal amount of Series B Senior Notes, Tranche A, due August 10, 2026 (the "Series B 2026 Notes") and the issuance of $128.0 million in aggregate principal amount of Series B Senior Notes, Tranche B, due August 10, 2028 (the "Series B 2028 Notes" and, together with the Series B 2026 Notes, the "Series B Notes"). On December 1, 2023, the Company entered into the First Supplement, dated as of December 1, 2023 of the August 2023 NPA (the "First Supplement") governing the issuance of $136.5 million in aggregate principal amount of Series C Senior Notes, Tranche A, due March 1, 2027 (the "Series C 2027 Notes") and the issuance of $163.5 million in aggregate principal amount of Series C Senior Notes, Tranche B, due March 1, 2029 (the "Series C 2029 Notes" and together with the Series C 2027 Notes, the "Series C Notes") to certain qualified institutional investors in a private placement. On August 5, 2024, the Company entered into the Second Supplement, dated as of August 5, 2024 of the August 2023 NPA (the "Second Supplement" and together with the March 2023 NPA, and the First Supplement, the "NPAs") governing the issuance of $100.0 million in aggregate principal amount of Series D Senior Notes, Tranche A, due August 5, 2027 (the "Series D 2027 Notes") and the issuance of $200.0 million in aggregate principal amount of Series D Senior Notes, Tranche B, due August 5, 2029 (the "Series D 2029 Notes" and together with the Series D 2027 Notes, the "Series D Notes") to certain qualified institutional investors in a private placement. On October 1, 2024, we issued $300.0 million in aggregate principal amount of 5.750% notes due 2030 (the "2030 Notes" and together with the Series A Notes, Series B Notes, Series C Notes and Series D Notes, the "Notes"), pursuant to a Base Indenture dated October 1, 2024 (the "Base Indenture") between us and US Bank Trust Company, National Association (the "Trustee"), as supplemented by the First Supplemental Indenture dated October 1, 2024 (the "First Supplemental Indenture" and together with the Base Indenture, the "February 2030 Notes Indenture").
 The Notes are not secured by any of our assets or any of the assets of our subsidiaries. As a result, the Notes are effectively subordinated to any secured indebtedness we or our subsidiaries have outstanding or that we or our subsidiaries may incur in the future (or any indebtedness that is initially unsecured in respect of which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Notes.

 The Notes are not obligations of Morgan Stanley nor are they guaranteed by Morgan Stanley and Morgan Stanley has no obligation to pay any amounts due on the Notes. The Company is 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 of the MS BDCs on the MS Private Credit platform, even during periods of financial distress.
 The Notes are subordinated structurally to the indebtedness and other liabilities of our subsidiaries.
 The 2030 Notes are obligations exclusively of the Company and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the 2030 Notes and the 2030 Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. Although the Series A Notes, Series B Notes, Series C Notes and Series D Notes are guaranteed by certain of our subsidiaries, such notes are not secured by any of the assets of our subsidiaries and are effectively subordinated to any secured indebtedness our subsidiaries have outstanding or that our subsidiaries may incur in the future.
 As of December 31, 2024, approximately $1,402.4 million of the indebtedness required to be consolidated on our balance sheet was held through subsidiary financing vehicles and/or secured by assets of the Company and its subsidiaries. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors, including trade creditors, and holders of preferred stock, if any, of our subsidiaries will have priority over our claims (and therefore the claims of our creditors, including the holders of the Notes) with respect to the assets of such subsidiaries. Even if we were recognized as a creditor of one or more of our subsidiaries, our claims (and therefore the claims of our creditors, including the holders of the Notes) would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the Notes are subordinated structurally to all existing indebtedness and other liabilities of any of our subsidiaries and the 2030 Notes are subordinated structurally to all indebtedness of any subsidiaries that we may in the future acquire or establish as financing vehicles or otherwise. All of the existing indebtedness of our subsidiaries is structurally senior to the Notes. In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the 2030 Notes.
 A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Notes, if any, could cause the liquidity or market value of the Notes to decline significantly.
 Our credit ratings are an internal assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Notes or other debt securities we may issue. Our credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed above on the market value of or trading market of our debt securities, if any. These credit ratings may not reflect the potential impact of risks relating to the structure or marketing of the Notes or an investment in other debt securities we may issue. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. We undertake no obligation to maintain our credit ratings or to advise any holders of our Notes of any changes in our credit ratings, except as may be required under the terms of any applicable indenture or other governing document, including the NPAs.
 The Notes are rated by certain credit rating agencies. There can be no assurance that the respective credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by the applicable ratings agency if in its judgment future circumstances relating to the basis of the credit rating, such as adverse changes in our business, financial condition and results of operations, so warrant.
 An increase in market interest rates could result in a decrease in the value of the Notes.
 The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices, if any, or values of the Notes. In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value. Consequently, if an investor purchases notes bearing interest at fixed rates and market interest rates increase, the market prices, if any, or values of the notes may decline. We cannot predict the future level of market interest rates.
 The Indentures governing the 2030 Notes contains limited protection for holders of such notes.
 The Indentures governing the 2030 Notes offers limited protection to holders of such notes. The terms of the Indentures do not restrict our or any of our subsidiaries' ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on a holder's investment in the 2030 Notes. In particular, the terms of the Indenture do not place any restrictions on our or our subsidiaries' ability to:
 • issue securities or otherwise incur additional indebtedness or other obligations, including
 (1) any indebtedness or other obligations that would be equal in right of payment to the 2030 Notes,
 (2)any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the 2030 Notes to the extent of the values of the assets securing such debt,
 (3)indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the 2030 Notes and

 (4)securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the 2030 Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) of the 1940 Act as modified by Section 61(a)(1) and (2) of the 1940 Act or any successor provisions, as such obligations may be amended or superseded, giving effect to any exemptive relief granted to us by the SEC;
 • pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the 2030 Notes;
 • sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);
 • enter into transactions with affiliates;
 • create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;
 • make investments; or
 • create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
 In addition, the terms of the Indentures and the 2030 Notes do not protect holders of such notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow or liquidity other than certain events of default under the Indentures. Our ability to recapitalize, incur additional debt and take a number of other actions are not limited by the terms of the 2030 Notes and may have important consequences for holders of such notes, including making it more difficult for us to satisfy our obligations with respect to such notes or negatively affecting the trading value of the 2030 Notes. Other debt we issue or incur in the future could contain more protections for its holders than the Indentures, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the 2030 Notes. The Indentures do not place any restrictions on the operations of Morgan Stanley or its subsidiaries.
 The optional redemption provision for the Notes may materially adversely affect the return on the Notes.
 The Notes are redeemable in whole or in part upon certain conditions at any time or from time to time at our option. We may choose to redeem the Notes at times when prevailing interest rates are lower than the interest rate paid on the Notes. In this circumstance, a holder of the Notes may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the Notes being redeemed.
 There are significant restrictions on the ability to transfer or resell the Notes. If an active trading market for the Unrestricted 2030 Notes does not develop or is not maintained, a noteholder may not be able to sell such notes.
 The unrestricted 2030 Notes have been registered for resale under the Securities Act. However, the restricted 2030 Notes, Series A Notes, Series B Notes, Series C Notes and Series D notes have not been registered under the Securities Act and may only be offered or sold in transactions that are not subject to, or that are otherwise exempt from, the registration requirements of the Securities Act and applicable state securities laws or pursuant to an effective registration statement. Therefore, a holder of the restricted 2030 Notes, Series A Notes, Series B Notes, Series C Notes and Series D Notes may be required to bear the risk of its investment until the maturity, as applicable. We cannot provide any assurances that an active trading market for any of the Notes will exist in the future or that holders will be able to sell their Notes. We do not currently intend to apply for listing of the Notes on any securities exchange or for quotation of the Notes on any automated dealer quotation system. Even if an active trading market does exist, the unrestricted 2030 Notes, when registered, may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, if any, general economic conditions, our financial condition, performance and prospects and other factors. To the extent an active trading market does not exist, the liquidity and trading price for the unrestricted 2030 Notes, when registered, may be harmed. Accordingly, a holder of the Notes may be required to bear the financial risk of an investment in the Notes for an indefinite period of time.
 We may not be able to repurchase the Notes upon a Change of Control Repurchase Event.
 We may not be able to repurchase the Notes upon a Change of Control Repurchase Event (as defined in the Indenture or the NPAs) because we may not have sufficient funds. Upon a Change of Control Repurchase Event, holders of the Notes may require us to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date. Our failure to purchase such tendered Notes upon the occurrence of such Change of Control Repurchase Event would cause an event of default under the Indentures, the March 2023 NPA or the August 2023 NPA governing the Notes, and a cross-default under the agreements governing certain of our other indebtedness, which may result in the acceleration of such indebtedness requiring us to repay that indebtedness immediately. If a Change of Control Repurchase Event were to occur, we may not have sufficient funds to repay any such accelerated indebtedness and/

 or to make the required repurchase of the Notes. For the avoidance of doubt, Morgan Stanley does not have any obligation to provide us with funding to repurchase the Notes upon a Change of Control Repurchase Event or otherwise.
 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.
 In addition to the factors described above, other factors described herein that may affect market, economic and geopolitical conditions, and thereby adversely affect the Company including, without limitation, economic slowdown in the United States and internationally, changes in interest rates and/or a lack of availability of credit in the United States and internationally, commodity price volatility and changes in law and/or regulation, and uncertainty regarding government and regulatory policy. Any future market disruptions and/or illiquidity could have an adverse effect on our business, financial condition, results of operations and cash flows, as well as the businesses of our portfolio companies, and the broader financial and credit markets. The full impact of any such risks is uncertain and difficult to predict.
 Capital markets volatility and instability have also occurred in the past and may occur in the future. For example, from 2008 to 2009, the global capital markets were unstable as evidenced by the lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure of major financial institutions. Despite actions of the U.S. federal government and various foreign governments, these events contributed to worsening general economic conditions that materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and financial services firms in particular. There have been more recent periods of volatility and there can be no assurance that adverse market conditions will not repeat themselves in the future. Furthermore, uncertainty between the United States and other countries with respect to trade policies, treaties and tariffs, among other factors, have caused volatility in the global markets, and we cannot assure you that these market conditions will not continue or worsen in the future. Terrorist acts, acts of war, natural disasters, or disease outbreaks, pandemics or other public health crises may cause periods of market instability and volatility and may disrupt the operations of us and our portfolio companies for extended periods of time.
 Moreover, the re-appearance of market conditions similar to those experienced from 2008 through 2009 for any substantial length of time or worsened market conditions, including as a result of U.S. government shutdowns or the perceived creditworthiness of the United States, could make it difficult for us to borrow money or to extend the maturity of or refinance any indebtedness we may have under similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if any, may be at a higher cost and on less favorable terms and conditions than would currently be available. If we are unable to raise or refinance debt, unitholders may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies.
 Given the periods of extreme volatility and dislocation in the capital markets from time to time, many BDCs have faced, and may in the future face, a challenging environment in which to raise or access capital. In addition, significant changes in the capital markets, including the extreme volatility and disruption over the past several years, has had, and may in the future have, a negative effect on asset valuations and on the potential for liquidity events. While most of our investments will not be publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through to maturity). As a result, volatility in the capital markets can adversely affect the valuations of our investments. Further, the illiquidity of our investments may make it difficult for us to sell such investments to access capital if required. As a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. In addition, a prolonged period of market illiquidity may cause us to reduce the volume of loans and debt securities we originate and/or fund and adversely affect the value of our portfolio investments, which could have a material and adverse effect on our business, financial condition, results of operations and cash flows. An inability to raise or access capital could have a material adverse impact on our business, financial condition or results of operations.
 New or modified laws or regulations governing our or Morgan Stanley's operations may adversely affect our business.
 We and certain of our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, may change from time to time, including as the result of interpretive guidance or other directives from the relevant government agencies charged with implementing those laws and regulations, and new laws, regulations and interpretations may also come into effect. For example, because a Morgan Stanley affiliate is acting as the Adviser, we are subject to the certain federal banking and financial requirements, including the BHCA, regulations of the Federal Reserve, and certain provisions of the Dodd-Frank Act. Although not currently contemplated, to the extent we are deemed to be controlled by Morgan Stanley for purposes of the BHCA, we must generally comply with the investment and activity restrictions applicable to Morgan Stanley under the BHCA. Such restrictions may place certain limitations on our ability to engage in activities or make investments in companies. For instance, the BHCA permits a BHC, as well as any non-bank affiliate of such BHC, to make investment representing less than 5% of any class of voting shares of another company so long as that investment is otherwise non-controlling under the

 BHCA. The BHCA also permits well-capitalized, well- managed BHCs that have elected to be treated as a FHC to engage in expanded "financial in nature" activities without prior approval of the Federal Reserve. Such financial in nature activities include bona fide merchant banking activities, so long as (i) the FHC holds its merchant banking investments only for a period of time sufficient to enable the sale or disposition thereof on a reasonable basis (generally no more than 10 years) and (ii) the FHC does not routinely manage or operate the companies in which it invests except as necessary or required to obtain a reasonable return on its investment. The BHCA does not, however, require Morgan Stanley to financially support us.
 Similarly, the Volcker Rule generally restricts any banking entity (which includes Morgan Stanley and most affiliates of Morgan Stanley) from engaging in "proprietary trading" as well as from acquiring or retaining any "ownership interest" in a "covered fund", in each case unless the investment or activity is conducted in accordance with an exclusion or exemption. The Volcker Rule also generally prohibits certain transactions between a banking entity and any of its affiliates, on the one hand, and a covered fund for which the banking entity or any of its affiliates serves, directly or indirectly, as the investment manager, investment adviser, or that the banking entity or any of its affiliates sponsors in connection with organizing and offering that fund (or with any other covered fund that is controlled by such fund, on the other hand. As a BDC, we are not considered to be a covered fund. As a result, Morgan Stanley and its subsidiaries' investments in us would not be subject to the Volcker Rule restrictions on investments in covered funds, but we would be considered a banking entity subject to restrictions on proprietary trading to the extent we are "controlled" by Morgan Stanley or its affiliates. Although not currently contemplated, generally, we will be deemed to be controlled for these purposes in the event that entities affiliated with Morgan Stanley own 5% or more of our outstanding voting securities. It is not certain how all aspects of the Volcker Rule will be interpreted and applied, or what the impact of the Volcker Rule will have on us. In addition, the restrictions and limitation on Morgan Stanley and us may change in the future as the Federal Reserve and other agencies consider whether and how to revise and apply the Volcker Rule. We believe that we may perform our activities and services without violation of applicable U.S. banking laws and regulations. However, it is possible that future changes or clarifications in the BHCA and Volcker Rule, as well as judicial or administrative decisions or interpretations of present of future laws or regulations, could restrict (or possibly prevent) our ability to continue to conduct our operations as currently contemplated. In such event, we, the Adviser and/or Morgan Stanley may agree to make certain amendments or changes to the extent necessary to permit the Adviser to continue to provide services to us, while enabling us to continue to achieve our purposes and objectives.
 These regulations and any future legislative and regulatory proposals, as well as future interpretations of existing rules, that are directed at the financial services industry, including those that may be proposed or pending in the U.S. Congress, may negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. Laws that apply to us, either now or in the future, are often highly complex and may include licensing requirements. The licensing process can be lengthy and can be expected to subject us to increased regulatory oversight. Failure, even if unintentional, to comply fully with applicable laws may result in sanctions, fines or limitations on the ability of the Company or the Adviser to do business in the relevant jurisdiction or to procure required licenses in other jurisdictions, all of which could have a material adverse effect on us. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of our business and may be subject to civil fines and criminal penalties.
 Additionally, changes to the laws and regulations governing our operations, including those associated with RICs and BDCs, may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities, or to comply with additional restrictions on our investments or capital structure, or result in the imposition of corporate-level taxes on us. Such changes could result in material differences to our strategies and plans and may shift our investment focus from the areas of expertise of the Adviser to other types of investments in which the Adviser may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment. The Adviser currently acts pursuant to an exemption from registration as a commodity trading advisor with the CFTC. These requirements restrict the types of commodity investment strategies that the Adviser can pursue while remaining exempt, and if the Adviser were to seek other investment strategies that required it to register with the CFTC, that registration would increase their, and therefore our, costs. In addition, new legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our unitholders, or could have other adverse consequences. Unitholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.
 In addition, certain regulations applicable to debt securitizations implementing credit risk retention requirements in effect in both the United States and in Europe may adversely affect or prevent us from entering into any future securitization transaction. These risk retention rules may cause an increase in our cost of funds under or may prevent us from completing any future securitization transactions. The U.S. risk retention rules require the sponsor (directly or through a majority-owned affiliate) of a debt securitization subject to such rules, such as CLOs, in the absence of an exemption, to retain an economic interest in the credit risk of the assets being securitized. If, and to the extent that, we engage in securitization transactions that require the retention of an economic interest, these rules would increase our financing costs in comparison to other types of financings and this increase in financing costs would ultimately be borne by our unitholders.

 Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.
 There is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels. Recent events, including the 2024 U.S. presidential election, have created a climate of heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications. To the extent the U.S. Congress or the presidential administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business, financial condition, operating results and cash flows. Until we know what policy changes are made and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.
 Disposition of our Units by MS Credit Partners Holdings, Inc. may negatively impact our performance and the price of our Units.
 MS Credit Partners Holdings, Inc. has made a capital contribution of $25.0 million to the Company. However, MS Credit Partners Holdings, Inc. is not obligated to maintain this investment in us and, to the extent MS Credit Partners Holdings, Inc. determines to dispose of its Units and to the extent such disposition is permissible, the disposition of a large number of our Units may negatively impact our performance and, if there is a market for our Units, the Unit price.
 We are highly dependent on information systems, and systems failures could significantly disrupt our business, which may, in turn, negatively affect the value of our Units and our ability to pay distributions.
 The operations of the Company, the Adviser, the Administrator and any third-party service provider to any of the foregoing are susceptible to risks from cybersecurity attacks and incidents due to reliance on the secure processing, storage and transmission of confidential and other information in the relevant computer systems and networks. In particular, cyber security incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. These attacks could involve gaining unauthorized access to information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption and result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, any of which could have a material adverse effect on our business, financial condition and results of operations. We, the Adviser and the Administrator must each continuously monitor and innovate our cybersecurity to protect our technology and data from corruption or unauthorized access. In addition, due to the use of third-party vendors, agents, exchanges, clearing houses and other financial institutions and service providers, we, the Adviser and the Administrator could be adversely impacted if any of us are subject to a successful cyber-attack or other breach of our information.
 Furthermore, in recent years cybersecurity risks for financial institutions have significantly increased in part because of the proliferation of new technologies, the use of the internet, mobile telecommunications and cloud technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external extremist parties, including foreign state actors in some circumstances as a means to promote political ends. Global events and geopolitical instability may lead to increased nation state targeting of financial institutions in the U.S. and abroad. Any of these parties may also attempt to fraudulently induce employees, customers, clients, vendors, or other third parties or users of the Company, the Adviser, the Administrator and their affiliates' systems to disclose sensitive information in order to gain access to such parties' data or that of their employees or clients. Cybersecurity risks may also derive from human error, fraud or malice on the part of the Adviser or the Administrator and their affiliates' employees or third parties, or may result from software bugs, server malfunctions, software or hardware failure or other accidental technological failure. For example, human error has led to the loss of Morgan Stanley's physical data-bearing devices in the past. These risks may be heightened by several factors, including remote work, reliance on new technologies (such as generative artificial intelligence) or as a result of the integration of acquisitions and other strategic initiatives that may subject us to new technology, customers or third-party providers. In addition, third parties with whom we do business or share information, and each of their service providers, our regulators and the third parties with whom our customers and clients share information used for authentication, may also be sources of cybersecurity and information security risks, particularly where activities of customers are beyond our security and control systems. There is no guarantee that the measures we take will provide absolute security or recoverability given that the techniques used in cyberattacks are complex, frequently change and are difficult to anticipate.
 Like other financial services firms, Morgan Stanley continues, its third-party providers and its clients to be the subject of unauthorized access attacks, mishandling or misuse of information, computer viruses or malware, cyber attacks designed to obtain confidential information, destroy data, disrupt or degrade service, sabotage systems or networks or cause other damage, denial of service attacks, data breaches, social engineering attacks, phishing attacks and other events, and there can be no assurance that such unauthorized access, mishandling or misuse of information, or cyber incidents will not occur in the future, and they could occur more frequently and on a more significant scale. Given Morgan Stanley's global footprint and the high volume of transactions it processes, the large

 number of clients, partners, vendors and counterparties with which it does business, and the increasing sophistication of cyber attacks, a cyber attack, information or security breaches could occur and persist for an extended period of time without detection.
 Although we, the Adviser, the Administrator and Morgan Stanley have developed protocols, processes, internal controls and other protective measures to help mitigate cybersecurity risks and cyber intrusions, these measures, as well as our increased awareness of the nature and extent of the risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident. If any of the foregoing events occur, the confidential and other information of the Company, the Adviser, and the Administrator could be compromised. Such events could also cause interruptions or malfunctions in the operations of the Company, the Adviser or the Administrator, and in particular the Adviser's investment activities on our behalf and the provision of administrative services to us by the Administrator. In addition, the Company, the Adviser, the Administrator or our portfolio companies could be required to make a significant investment to remedy the effects of any cybersecurity incident, harm to their reputations, legal claims that they and their respective affiliates may be subjected to, regulatory action or enforcement arising out of applicable privacy and other laws, adverse publicity, and other events that may affect their business and financial performance. The increased use of mobile and cloud technologies can heighten these and other operational risks.
 We, the Adviser and the Administrator currently or in the future are expected to routinely transmit and receive personal, confidential and proprietary information by email and other electronic means.
 We, the Adviser and the Administrator have discussed and worked with clients, vendors, service providers, counterparties and other third parties to develop secure transmission capabilities and protect against cyber-attacks. However, we, the Adviser and the Administrator may not be able to ensure secure capabilities with all of our clients, vendors, service providers, counterparties and other third parties to protect the confidentiality of the information.
 The systems and technology resources used by us, our Adviser, our Administrator and our and their respective affiliates could be strained by extended periods of remote working by our Adviser, our Administrator and their affiliate's employees and such extended remote working could introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts.
 While many of our agreements with partners and third-party vendors include indemnification provisions, we may not be able to recover sufficiently, or at all, under such provisions to adequately offset any losses we may incur. In addition, although we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber and information security risks, such insurance coverage may be insufficient to cover any or all losses we may incur, and we cannot be sure that such insurance will continue to be available to us on commercially reasonable terms, or at all, or that our insurers will not deny coverage as to any future claim.
 In addition, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals or the general investing public of data security breaches involving certain types of personal data, including the SEC, which, on July 26, 2023, adopted amendments requiring the prompt public disclosure of certain cybersecurity breaches. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our business, liability to investors, regulatory intervention or reputational damage.
 We are subject to risks associated with artificial intelligence and machine learning technology.
 Artificial intelligence, including machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials, or collectively, AI, and its current and potential future applications including in the private investment and financial industries, as well as the legal and regulatory frameworks within which AI operates, continue to rapidly evolve.
 Recent technological advances in AI pose risks to the Company, the Adviser, and our portfolio investments. The Company and our portfolio investments could also be exposed to the risks of AI if third-party service providers or any counterparties, whether or not known to the Company, also use AI in their business activities. We and our portfolio companies may not be in a position to control the use of AI technology in third-party products or services.
 Use of AI could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party AI applications and users. While the Adviser does not currently use AI to make investment recommendations, the use of AI could also exacerbate or create new and unpredictable risks to our business, the Adviser's business, and the business of our portfolio companies, including by potentially significantly disrupting the markets in which we and our portfolio companies operate or subjecting us, our portfolio companies and the Adviser to increased competition and regulation, which could materially and adversely affect business, financial condition or results of operations of us, our portfolio companies and the Adviser. In addition, the use of AI by bad actors could heighten the sophistication and effectiveness of cyber and security attacks experienced by our portfolio companies and the Adviser.
 Independent of its context of use, AI technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error—potentially materially so—and could otherwise be inadequate or

 flawed, which would be likely to degrade the effectiveness of AI technology. To the extent that we or our portfolio investments are exposed to the risks of AI use, any such inaccuracies or errors could have adverse impacts on the Company or our investments.
 AI technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments.
 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.
 Terrorist acts, acts of war, natural disasters, disease outbreaks, pandemics or other similar events may disrupt our operations, as well as the operations of our portfolio companies and our Adviser. Such acts have created, and continue to create, economic and political uncertainties and have contributed to recent global economic instability. For example, many countries have experienced outbreaks of infectious illnesses in recent decades, including polio, swine flu, avian influenza, SARS, coronaviruses and the monkeypox virus.
 The conflict between Russia and Ukraine and in the Middle East, and resulting market volatility, could also adversely affect the Company's business, operating results, and financial condition. The extent and duration or escalation of such conflicts, resulting sanctions and resulting future market disruptions are impossible to predict, but could be significant. Any disruptions resulting from such conflicts and any future conflict (including cyberattacks, espionage or the use or threatened use of nuclear weapons) or resulting from actual or threatened responses to such actions could cause disruptions to any of our portfolio companies located in Europe or the Middle East or that have substantial business relationships with companies in affected regions. It is not possible to predict the duration or extent of longer-term consequences of these conflicts, which could include further sanctions, retaliatory and escalating measures, embargoes, regional instability, geopolitical shifts and adverse effects on or involving macroeconomic conditions, the energy sector, supply chains, inflation, security conditions, currency exchange rates and financial markets around the globe. Any such market disruptions could affect our portfolio companies' operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.
 Market volatility has had a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment continue to be impacted by such events. In addition to these and any future developments potentially having adverse consequences for certain portfolio companies and other issuers in or through which we may invest and the value of our investments therein, the operations of the Adviser (including those relating to us) have been, and could continue to be, adversely impacted. Any of the foregoing events could materially and adversely affect our ability to source, manage and divest our investments and our ability to fulfill our investment objectives. Similar consequences could arise with respect to other comparable infectious diseases.
 The extent to which any disease outbreaks or health pandemics may negatively affect our and our portfolio companies' operating results, or the duration of any potential business or supply-chain disruption, is uncertain. These potential impacts, while uncertain, could adversely affect our operating results and the operating results of the portfolio companies in which we invest. There is a risk that any future disease outbreaks or health pandemics (including a recurrence of the Coronavirus) would impact our ability to achieve our investment objectives. Further, if a future pandemic occurs during a period when our investments are maturing, we may not be able to realize our investments within the Company's term, or at all. In addition, future terrorist activities, military or security operations, natural disasters, disease outbreaks, pandemics or other similar events could weaken the domestic/global economies and create additional uncertainties, which may negatively impact our portfolio companies and, in turn, could have a material adverse impact on our business, operating results and financial condition.
 We may be the target of litigation.
 We may be the target of securities litigation in the future, particularly if the value of our Units fluctuates significantly. We could also generally be subject to litigation, including derivative actions by our unitholders. Any litigation could result in substantial costs and divert management's attention and resources from our business and cause a material adverse effect on our business, financial condition and results of operations.
 Efforts to comply with the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance with the Sarbanes-Oxley Act would adversely affect us and the value of our Units.
 We are required to comply with certain requirements of the Sarbanes-Oxley Act and the related rules and regulations promulgated by the SEC. Because our Units are registered under the Exchange Act, we are subject to the Sarbanes-Oxley Act and the related rules and regulations promulgated by the SEC, and our management is required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a result, we expect to incur significant additional expenses that may negatively impact our financial performance and our ability to make distributions. This process will also result in a diversion of management's time and attention. We do not know when our evaluation, testing and remediation actions will be completed or its impact on our operations. In addition, we may be unable to ensure that the process is effective or that our internal control over financial reporting is or will be effective. In the event that we are unable to come into and maintain compliance with the Sarbanes-Oxley Act and related rules, we and the value of our securities would be adversely affected.

 Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until there is a public market for our shares which is not expected to occur. Because we do not currently have comprehensive documentation of our internal control and have not yet tested our internal control in accordance with Section 404 of the Sarbanes-Oxley Act, we cannot conclude, as required by Section 404, that we do not have a material weakness in our internal control or a combination of significant deficiencies that could result in the conclusion that we have a material weakness in our internal control. If we are not able to implement the applicable requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, our operations, financial reporting or financial results could be adversely affected. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC, and result in a breach of the covenants under the agreements governing any of our financing arrangements. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements could also suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us.
 Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed and we could fail to meet our financial reporting obligations.
 We incur significant costs as a result of being registered under the Exchange Act.
 We incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Exchange Act, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act and other rules implemented by the SEC.
 We and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits with the Federal Deposit Insurance Corporation, or FDIC, and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.
 Cash held by us and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the FDIC insurance limits. If such banking institutions were to fail, we or our portfolio companies could lose all or a portion of those amounts held in excess of such FDIC insurance limitations.
 In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our and our portfolio companies' business, financial condition, results of operations, or prospects.
 Although we assess our and our portfolio companies' banking relationships as we believe necessary or appropriate, our and our portfolio companies' access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us or our portfolio companies, the financial institutions with which we or our portfolio companies have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.
 In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us or our portfolio companies to acquire financing on acceptable terms or at all.

 Item 1B. Unresolved Staff Comments
 None.

 Item 1C. Cybersecurity
 Risk management and strategy
 The Company and the broader financial services industry face an increasingly complex and evolving threat environment.

 Morgan Stanley has made and continues to make substantial investments in cybersecurity and fraud prevention technology, and employ experienced talent to lead its Cybersecurity and Information Security organizations and program under the oversight of Morgan Stanley's Board of Directors (the "MS Board") and the Operations and Technology Committee of the MS Board ("BOTC").
 As part of its enterprise risk management ("ERM") framework, Morgan Stanley has implemented and maintains a program to assess, identify, and manage risks arising from the cybersecurity threats confronting the Firm ("Cybersecurity Program"). Morgan Stanley's Cybersecurity Program helps protect the Firm's clients, customers, employees, property, products, services, and reputation by seeking to preserve the confidentiality, integrity, and availability of information, enable the secure delivery of financial services, and protect the business and the safe operation of our technology systems, including as applicable to the Company and its unitholders. Morgan Stanley continually adjusts its Cybersecurity Program to address the evolving cybersecurity threat landscape and comply with extensive legal and regulatory expectations.
 The Adviser and the Administrator manage the Company's day-to-day operations, and the Company uses the Cybersecurity Program to assess, identify and manage material cybersecurity risks affecting the Company and its operations. The Company's business is dependent on the communications and information systems of Morgan Stanley, including but not limited to the Cybersecurity Program, and other third-party service providers.
 Processes for assessing, identifying, and managing material risks from cybersecurity threats
 Morgan Stanley's Cybersecurity Program takes into account industry best practices and addresses risks from cybersecurity threats to the Firm's network, infrastructure, computing environment, and the third-parties Morgan Stanley relies on, including third parties relied on by the Company. Morgan Stanley periodically assesses the design of its cybersecurity controls against the Cyber Risk Institute Cyber Profile, which is based on the National Institute of Standards and Technology Cybersecurity ("NIST") Framework for Improving Critical Infrastructure Cybersecurity, as well as against global cybersecurity regulations, and develops improvements to those controls in response to those assessments. Morgan Stanley's Cybersecurity Program also includes cybersecurity and information security policies, procedures, and technologies that are designed to address regulatory requirements and protect Morgan Stanley's clients', employees' and own data, and the data of the Company and its officers and unitholders, against unauthorized disclosure, modification, and misuse. These policies, procedures, and technologies cover a broad range of areas, including: identification of internal and external threats, access control, data security, protective controls, detection of malicious or unauthorized activity, incident response, and recovery planning.
 Morgan Stanley's threat intelligence function within the Cybersecurity Program actively engages in private and public information sharing communities and leverages both commercial and proprietary products to collect a wide variety of industry and governmental information regarding the latest cybersecurity threats, which informs Morgan Stanley's cybersecurity risk assessments and strategy, including as applicable to the Company. This information is also provided to an internal Morgan Stanley cyber threat detection team, which develops and implements strategies designed to defend against these cybersecurity threats across Morgan Stanley's environment, including systems and applications that may be relied upon by the Company. Morgan Stanley's vulnerability management team, as well as Morgan Stanley's Non-Financial Risk function ("NFR") review external cybersecurity incidents that may be relevant to the Firm and the Company, to further inform the design of the Cybersecurity Program. To assess the efficacy of Morgan Stanley's controls and defenses designed to mitigate cybersecurity risk, it utilizes internal and external testing, including penetration testing and red team engagements. The results of these assessments are used to strengthen the Cybersecurity Program. Additionally, Morgan Stanley maintains a global training program covering cybersecurity risks and requirements, including heightened security training to specialized employees, and conducts regular phishing email simulations for its employees and consultants as preventative measures.
 When a threat is identified in Morgan Stanley's environment, its incident response team follows an incident response plan to evaluate the impact to the Firm and coordinate appropriate remediation. If warranted, the cybersecurity incident will be reported to applicable regulators, authorities, impacted clients or counterparties, as appropriate. The Firm's cybersecurity incident response and remediation processes, including assessing materiality and reporting requirements, are reviewed through tabletop exercises.
 Morgan Stanley's processes are designed to help oversee, identify, and mitigate cybersecurity risks associated with its use of third-party vendors, including those vendors relied upon by the Company. Morgan Stanley maintains a third-party risk management program that includes evaluation of, and response to, cybersecurity risks at its third-party vendors, including those vendors relied upon by the Company. Prior to engaging third-party vendors to provide services to the Firm or the Company, Morgan Stanley conducts assessments of the third-party vendors' cybersecurity program to identify the impact of their services on the cybersecurity risks to the Firm or, as relevant, the Company. Once on-boarded, third-party vendors' cybersecurity programs are subject to risk-based oversight, which may include security questionnaires, submission of independent security audit reports or a Firm audit of the third-party vendor's security program, and, with limited exceptions, third-party vendors are required to meet Morgan Stanley's minimum cybersecurity standards. Where a third-party vendor cannot meet those standards, its services, and the residual risk to the Firm, are subject to review, challenge, and escalation through Morgan Stanley's risk management processes and ERM committees, which may ultimately result in requesting increased security measures or ceasing engagement with such third-party vendor.
 Morgan Stanley's Cybersecurity Program is regularly assessed by the Morgan Stanley Internal Audit Department ("IAD") through various assurance activities, with the results reported to the Audit Committee of the MS Board ("BAC") and the BOTC and, as

 applicable to the Board of Directors of the Company. Annually, key elements of the Cybersecurity Program are subject to review by an independent third-party, the results of which, including opportunities identified for improvement and related remediation plans, are reviewed with the BOTC. The Cybersecurity Program is also examined regularly by the Firm's prudential and conduct regulators within the scope of their jurisdiction.
 Governance
 Morgan Stanley and Company Management's role in assessing and managing material risks from cybersecurity threats
 Morgan Stanley's Cybersecurity Program is operated and maintained by its management, including the Chief Information Officer ("CIO") of Cyber, Data, Risk and Resilience and the Chief Information Security Officer ("CISO"). These senior officers are responsible for assessing and managing the Firm's cybersecurity risks, which includes cybersecurity risks faced by the Company. Morgan Stanley's Cybersecurity Program strategy, which is set by the CISO and overseen by the Morgan Stanley's Head of Operational Cyber, Technology, and Information Security Non-Financial Risk ("Head of NFR CTIS"), is informed by various risk and control assessments, control testing, external assessments, threat intelligence, and public and private information sharing. Morgan Stanley's Cybersecurity Program also includes processes for escalating and considering the materiality of incidents that impact the Firm and the Company, including escalation to senior management of Morgan Stanley, the MS Board, and management of the Company.
 The Chief Compliance Officer ("CCO") of the Company is responsible for overseeing the Company's risk management function and generally relies on the CIO, CISO, and Head of NFR CTIS to assist with assessing and managing material risks from cybersecurity threats that are applicable to the Company. The CIO has over 30 years of experience in various engineering, information technology ("IT"), operations, and information security roles. The CISO has over 25 years of experience leading cybersecurity teams at financial institutions, including in the areas of IT strategy, risk management, and information security. The Head of NFR CTIS has over 20 years of experience in technology, security, and compliance roles, including experience in government security agencies. The Company's CCO has worked in the financial services industry for 19 years and has covered business developments from a compliance perspective for over 10 years, during which time the Company's CCO has gained expertise in assessing and managing risk applicable to the Company.
 Risk levels and mitigating measures are presented to and monitored by dedicated management-level cybersecurity risk committees at Morgan Stanley. These committees include representatives from Firm management as well as business and control stakeholders who review, challenge and, where appropriate, consider exceptions to the Firm's policies and procedures. Significant cybersecurity risks are escalated from these committees to Morgan Stanley's Non-Financial Risk Committee. The CIO and the Head of NFR CTIS report on the status of Morgan Stanley's Cybersecurity Program, including significant cybersecurity risks; review metrics related to the program; and discuss the status of regulatory and remedial actions and incidents to the Firm Risk Committee, the BOTC and the MS Board. To the extent any cybersecurity incidents relate to the Company, the status of such incidents and remedial actions will be reported to our Board.
 Board oversight of risks from cybersecurity threats
 Our Board provides strategic oversight on cybersecurity matters, including risks associated with cybersecurity threats. Our Board receives periodic updates from the CCO of the Company, the CIO, CISO, and Operational Risk functions, regarding the overall state of Morgan Stanley's Cybersecurity Program, information on the current threat landscape, and risks from cybersecurity threats and cybersecurity incidents impacting the Company.
 Material cybersecurity risks are addressed by Morgan Stanley management-level ERM committees with escalation to the BOTC and Board, as appropriate. The BOTC has primary responsibility for assisting the Morgan Stanley board in its oversight of significant operational risk exposures of the Firm and its business units, including IT, information security, fraud, third-party oversight, business disruption and resilience, and cybersecurity risks (including review of cybersecurity risks against established risk management methodologies) and the steps management has taken to monitor and control such exposures.
 In accordance with its charter, the BOTC receives quarterly reports from (i) Technology, including the CIO or the CISO; (ii) Operations; and (iii) NFR. Such reporting includes updates on Morgan Stanley's Cybersecurity Program, risks from cybersecurity threats, our programs to address and mitigate the risks associated with the evolving cybersecurity threat environment, and NFR's assessment of cybersecurity risks. Senior officers in Technology and NFR also provide an annual report to the BOTC on the status of Morgan Stanley's broader information security program in compliance with the Gramm-Leach-Bliley Act, which includes a discussion of risks arising from cybersecurity threats. At least annually, senior management representatives in Technology and NFR discuss the status of the Cybersecurity Program and key cybersecurity risks with the Morgan Stanley board and, in accordance with such board's Corporate Governance Policies, all board members are invited to attend BOTC meetings and have access to meeting materials. The BOTC, which meets at least quarterly, also reviews and approves significant policies related to cybersecurity, receives an annual independent assessment of key aspects of Morgan Stanley's Cybersecurity Program from an independent third party and holds joint meetings with the BAC and BRC, as necessary and appropriate. The chair of the BOTC regularly discusses cybersecurity developments with senior Morgan Stanley management and reports to the Morgan Stanley board on cybersecurity risks and threats and other related matters.

 Assessment of Cybersecurity Risk
 The potential impact of risks from cybersecurity threats on the Company are assessed on an ongoing basis, and how such risks could materially affect the Company's business strategy, operational results, and financial condition are regularly evaluated. During the fiscal year ended December 31, 2024, the Company has not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that the Company believes have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, operational results, and financial condition.

 Item 2. Properties
 Our headquarters are located at 1585 Broadway, New York, NY 10036. We do not own any real estate.

 Item 3. Legal Proceedings
 The Company, the Investment 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 Investment 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.

 Item 4. Mine Safety Disclosures
 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities (dollar amounts in thousands, except per unit amounts)
 Market Information
 We sell our Units in private offerings in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, Regulation S under the Securities Act and other exemptions from the registration requirements of the Securities Act, and we are authorized to offer and sell an unlimited number of our Units in such private offering. There is currently no market for our Units, and we can offer no assurances that a market for our Units will develop in the future.
 Investors who acquire our Units in such private offerings are required to complete, execute and deliver a Subscription Agreement, a joinder to our Amended and Restated Limited Liability Company Agreement, or the LLC Agreement, and related documentation, which includes customary representations and warranties, certain covenants and restrictions and indemnification provisions. Additionally, such investors may be required to provide due diligence information to us for compliance with certain legal requirements. We may, from time to time, engage offering or distribution agents and incur offering or distribution fees or sales commissions in connection with the private offering of our Units in certain jurisdictions outside the United States. The cost of any such offering or distribution fees may be borne by an affiliate of the Adviser. We will not incur any such fees or commissions if our net proceeds received upon a sale of our Units after such costs would be less than the net asset value per unit.
 Investors may transfer their Units provided that the transferee satisfies applicable eligibility and/or suitability requirements and the Transfer is otherwise made in accordance with applicable securities, tax, anti-money laundering and other applicable laws and compliance with the LLC Agreement. No Transfer will be effectuated except by registration of the Transfer on the Company's books. Each transferee must agree to be bound by the restrictions set forth in the LLC Agreement and all other obligations as an investor in the Company.
 Holders
 As of March 4, 2025, we had 18,148 holders of record of our Units.
 Distribution Policy
 To the extent we have income available, we intend to make distributions on a monthly basis to our unitholders. We elected to be taxed as a RIC under Subchapter M of the Code. To obtain and maintain our RIC tax status, we intend to distribute at least 90% of our investment company taxable income (as defined by the Code, which generally includes net ordinary income and net short-term taxable gains) to holders of our Units in respect of each taxable year and to distribute net capital gains (that is, net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions as well as satisfy other applicable requirements under the Code. See Item 1. Business — "Certain U.S. Federal Income Tax Considerations."
 We cannot assure you that we will achieve results that will permit us to pay any cash distributions, and we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act.
 Distribution Reinvestment Plan
 We have adopted an "opt out" distribution reinvestment plan ("DRIP"). As a result, if our Board of Directors authorizes, and we declare, a cash distribution, our unitholders will have their cash distributions automatically reinvested in additional units of same class of units to which the distribution relates unless they specifically "opt out" of the DRIP and elect to receive distributions in cash.
 Unless our unitholders elect to receive their distributions in cash, we intend to make such distributions in additional shares of our common stock under our DRIP. See "Item 1. Business—Distribution Reinvestment Plan."

 The following table summarizes the Company's distributions declared and payable for the year ended December 31, 2024:
 Date Declared
 Record Date
 Per Unit Amount
 Total Amount

 January 29, 2024
 January 31, 2024
 $
 $
 19,487

 February 27, 2024
 February 29, 2024
 20,505

 March 26, 2024
 21,619

 April 25, 2024
 April 30, 2024
 22,258

 May 28, 2024
 May 31, 2024
 23,532

 June 25, 2024
 June 28, 2024
 0.1514
 24,285

 July 25, 2024
 July 30, 2024
 24,293

 August 27, 2024
 August 31, 2024
 0.1504
 24,639

 September 24, 2024
 0.1500
 25,095

 October 25, 2024
 October 31, 2024
 0.1498
 25,240

 November 27, 2024
 November 29, 2024
 0.1495
 25,681

 December 26, 2024
 January 06, 2025
 0.1492

 $
 1.8067
 $

 The following table summarizes the Company's distributions declared and payable for the year ended December 31, 2023:
 Date Declared
 Record Date
 Per Unit Amount
 Total Amount

 January 30, 2023
 January 31, 2023
 $
 0.1432
 $
 10,073

 0.1454
 10,544

 March 28, 2023
 0.1460
 11,104

 April 26, 2023
 April 30, 2023
 0.1443
 11,110

 May 30, 2023
 May 31, 2023
 0.1450
 11,970

 June 27, 2023
 0.1441
 12,703

 July 26, 2023
 July 31, 2023
 0.1453
 13,279

 August 28, 2023
 August 31, 2023
 14,246

 September 26, 2023
 0.1507
 15,181

 October 27, 2023
 October 31, 2023
 15,903

 November 28, 2023
 November 30, 2023
 16,848

 December 27, 2023

 $
 1.7666
 $

 The following table summarizes the amounts received and units issued to unitholders who have participated in the DRIP during for the year ended December 31, 2024:

 DRIP Units Issued
 DRIP Units Value

 539,376
 $
 10,307

 583,174
 11,144

 613,350
 11,728

 649,347
 12,370

 681,693
 12,979

 723,162
 13,827

 734,980
 14,016

 755,243
 14,351

 768,983
 14,625

 772,679
 14,681

 787,133
 14,940

 804,804
 15,243

 Total
 8,413,924
 $

 The following table summarizes the amounts received and units issued to unitholders who have participated in the DRIP during for the year ended December 31, 2023:

 DRIP Units Issued
 DRIP Units Value

 January 04, 2023
 286,606
 $
 5,325

 288,686
 5,442

 298,750
 5,658

 310,339
 5,807

 320,084
 6,024

 343,881
 6,427

 355,702
 6,705

 379,668
 7,202

 406,420
 7,738

 429,249
 8,190

 461,074
 8,747

 488,426
 9,329

 Total
 4,368,885
 $

 Unit Repurchase Program
 At the discretion of the Board of Directors, we may repurchase, in each quarter, up to 5% of the outstanding Units (either by number of units or aggregate net asset value) as of such quarter end pursuant to a quarterly unit repurchase program. The limitations and restrictions described the applicable offer to repurchase units may prevent us from accommodating all repurchase requests made in any quarter. The unit repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market. We will offer to repurchase Units on such terms as may be determined by our Board of Directors in its complete and absolute discretion.
 The following table further summarizes the unit repurchases completed for the year ended December 31, 2024:

 Repurchase Deadline Request
 Percentage of Outstanding Units the Company Offered to Repurchase(1)

 Repurchase Pricing Date
 Amount Repurchased
 Number of Units Repurchased
 Percentage of Outstanding Units Repurchased(1)

 Maximum number of units that may yet be purchased under the repurchase program(2)

 5.00
 %
 $
 28,707
 1,506,944
 1.25
 %
 —

 June 08, 2024
 5.00
 %
 June 30, 2024
 52,219
 2,738,253
 1.94
 %
 —

 September 07, 2024
 5.00
 %
 37,636
 1,980,872
 1.26
 %
 —

 December 07, 2024
 5.00
 %
 2,942,591
 1.78
 %
 —

 Total
 $
 174,354
 9,168,660

 The following table further summarizes the unit repurchases completed for the year ended December 31, 2023:

 Repurchase Deadline Request
 Percentage of Outstanding Units the Company Offered to Repurchase(1)

 Repurchase Pricing Date
 Amount Repurchased
 Number of Units Repurchased
 Percentage of Outstanding Units Repurchased(1)

 Maximum number of units that may yet be purchased under the repurchase program(2)

 March 14, 2023
 5.00
 %
 $
 27,162
 1,451,713
 2.13
 %
 —

 June 02, 2023
 5.00
 %
 31,798
 1,686,901
 2.26
 %
 —

 5.00
 %
 24,218
 1,269,300
 1.47
 %
 —

 5.00
 %
 1,444,053
 1.45
 %
 —

 Total
 $
 110,774
 5,851,967

 (1)
 Percentage is based on total units as of the close of the previous calendar quarter.

 (2)
 All repurchase requests were satisfied in full.

 Recent Sales of Unregistered Securities and Use of Proceeds
 Except as previously reported by the Company on its Current Reports on Form 8-K, we did not sell any securities during the period covered by this Form 10-K that were not registered under the Securities Act.

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except per unit amounts, unless otherwise indicated)
 The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto in Part II, Item 8 of this Form 10-K, "Consolidated Financial Statements and Supplementary Data." This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in Part I, Item 1A of this Form 10-K, "Risk Factors." Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" appearing elsewhere in this Form 10-K.

 OVERVIEW
 We are a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. We have elected to be regulated as a BDC under the 1940 Act. 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 a private, perpetual-life BDC, which is a BDC whose units are not listed for trading on a stock exchange or other securities market. We use the term "perpetual-life BDC" to describe an investment vehicle of indefinite duration whose units are intended to be sold by us monthly on a continuous basis at a price generally equal to our monthly net asset value per Unit.
 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 the 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 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 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 SOFR). We also make investments in traded bank loans and other liquid debt securities of U.S. corporate issuers, including broadly syndicated loans, which may provide more liquidity than our private credit investments, for cash management purposes, including to manage payment obligations under our unit repurchase program. Depending on various factors, including our cash flows and the market for middle-market company debt investments, we expect that our liquid loan portfolio could represent a material portion of our investments from time to time.
 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 Order, we are able to enter into certain negotiated co-investment transactions alongside certain Regulated Funds and Affiliated Funds (each as defined in the Order) in a manner consistent with our investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the Order. Pursuant to the Order, we are permitted to co-invest with our affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of our eligible directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our unitholders and do not involve overreaching in respect of us or our unitholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our unitholders and is consistent with our investment objective and strategies.
 On July 15, 2024, we acquired SLIC pursuant to that certain Merger Agreement, dated as of May 28, 2024, by and among SLIC, us, Merger Sub, a wholly-owned subsidiary of us, and the Adviser. Pursuant to the Merger Agreement, SLIC was merged with and into us in a two-step transaction with us as the surviving company.

 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.
 Expenses
 Our primary operating expenses include the payment of: (i) investment advisory fees, including base management fees and incentive fees, to our Investment Adviser pursuant to the Investment Advisory Agreement; (ii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the Administration Agreement between us and the Administrator; and (iii) other operating expenses as detailed below:
 • initial organization costs and offering costs incurred;
 • costs associated with any private offerings of our Units and any other securities offerings;
 • the cost of effecting any sales and repurchases of our Units and other securities, including servicing fees;
 • 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, sourcing, evaluating, making, settling, clearing, monitoring, holding or disposing of prospective or actual 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;
 • dues and expenses incurred in connection with membership industry or trade organizations;
 • fees and expenses payable under any dealer manager agreements;
 • escrow agent, distribution agent, transfer agent and custodial fees and expenses;
 • costs of derivatives and hedging;
 • commissions and other compensation payable to brokers or dealers;
 • any fees payable to rating agencies;
 • federal and state registration fees;
 • the cost of effecting any sales and repurchases of our Units and other securities, including servicing fees;
 • U.S. federal, state and local taxes, including any excise taxes;
 • costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;
 • Independent Director fees and expenses;
 • costs of preparing consolidated financial statements and maintaining books and records, costs of preparing tax returns, costs of 1940 Act compliance, 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 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 unitholders (including printing and mailing costs), the costs of any unitholders' 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
 Our portfolio is presented below:

 December 31, 2023 (1)

 Cost
 % of Total Investments at Fair Value
 Cost
 % of Total Investments at Fair Value

 $
 6,022,749
 $
 5,997,696
 98.6
 %
 $
 3,154,304
 $
 3,127,610
 97.9
 %

 16,613
 16,771
 0.3
 37,685
 32,040
 1.0

 Other Debt Investments
 6,453
 6,520
 0.1
 2,501
 2,484
 0.1

 Equity
 57,745
 58,032
 1.0
 32,959
 1.0

 Total
 $
 $
 100.0
 %
 $
 $
 100.0
 %

 (1) We reclassified certain investment composition groupings by breaking out Other Securities into Other Debt Investments and Equity. These reclassifications had no impact on the Consolidated Statements of Financial Condition as of December 31, 2023.
 Our debt portfolio displayed the following characteristics of each of our investments(1), (2) unless otherwise noted:

 As of

 Number of portfolio companies

 Number of new investment commitments in portfolio companies

 Number of investment commitments exited or fully repaid

 Percentage of performing debt bearing a floating rate, at fair value
 99.9
 %
 99.9
 %

 Percentage of performing debt bearing a fixed rate, at fair value
 0.1
 %
 0.1
 %

 Weighted average yield on debt and income producing investments, at cost(3)

 10.2
 %
 11.8
 %

 Weighted average yield on debt and income producing investments, at fair value(3)

 10.2
 %
 12.0
 %

 Median 12-month EBITDA(4)

 86.5
 91.8

 Weighted average 12-month EBITDA(4)

 $
 175.57
 $
 198.90

 Weighted average net leverage through tranche(4)(5)

 6.0x
 6.1x

 Weighted average interest coverage(6)

 1.5x
 1.4x

 Weighted average loan to value(4)(7)

 39.9
 %
 42.9
 %

 Percentage of our debt portfolio subject to business cycle volatility(4)

 5.6
 %
 5.2
 %

 Percentage of our total portfolio on non-accrual, at cost
 0.5
 %
 0.8
 %

 Average position size of our investments
 $
 20.0
 $
 15.1

 (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 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) Excludes liquid loan portfolio.
 (5) 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.
 (6) 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.
 (7) 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.
 Investment Activity
 Our investment activity is presented below (information presented herein is at amortized cost unless otherwise indicated):

 As of and For the Year Ended

 New investments committed

 Gross Principal Balance(1) (3)

 $
 3,093,219
 $
 1,708,093
 $
 2,576,014

 Less: Syndications
 —
 79,963
 —

 Net New Investments Committed
 $
 3,093,219
 $
 1,628,130
 $
 2,576,014

 Investments, at cost

 Investments, beginning of period
 $
 $
 2,051,185
 $
 —

 New investments purchased
 3,773,085
 1,497,358
 2,110,738

 Net accretion of discount on investments
 20,352
 8,909
 3,169

 19,453
 7,987
 1,753

 Net realized gain (loss) on investments
 (26,741)
 (442)

 Investments sold or repaid
 (910,038)
 (338,095)
 (64,033)

 Investments, end of period
 $
 $
 $
 2,051,185

 Principal amount of investments funded (3)

 First lien debt investments
 $
 2,567,962
 $
 1,520,464
 $
 2,090,375

 Second lien debt investments
 —
 12,308
 27,659

 Other debt investments
 2,944
 2,693
 28,328

 Equity(2)

 4,080
 —
 —

 Total
 $
 2,574,986
 $
 1,535,465
 $
 2,146,362

 Amount of investments sold/fully repaid, at principal

 First lien debt investments
 $
 573,604
 $
 192,779
 $
 27,978

 Second lien debt investments
 17,500
 —
 —

 Total
 $
 591,104
 $
 192,779
 $
 27,978

 (1) Includes new investment commitments, excluding sale/repayments and including unfunded investment commitments.
 (2) Represents dollar amount of equity investments funded.
 (3) In July 2024, in connection with the SLIC Acquisition, we acquired investments of $1,101.38 million at fair value from SLIC and assumed unfunded loan commitments totaling $95.46 million. The investments received consisted of 148 portfolio companies across 29 industries. The impact of this transaction is excluded from the information presented in the table. For additional information see Note 11 "SLIC Acquisition" in our consolidated financial statements included in this report.
 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.
 The distribution of our portfolio on the Investment Adviser's Internal Risk Rating System is as follows:

 % of Total
 % of Total

 Risk rating 1
 $
 31,948
 0.5
 %
 $
 5,926
 0.2
 %

 Risk rating 2
 5,906,377
 97.1
 3,150,012
 98.5

 Risk rating 3
 119,130
 2.0
 21,501
 0.7

 Risk rating 4
 21,564
 0.4
 18,047
 0.6

 $
 100.0
 %
 $
 100.0
 %

 CONSOLIDATED RESULTS OF OPERATIONS
 The following table represents our operating results:

 Total investment income
 $
 552,328
 $
 302,770

 Less: Net expenses
 273,848
 140,836

 Net investment income before taxes
 278,480
 161,934

 Less: Excise tax expense

 Net investment income after taxes
 278,465
 161,864

 Net change in unrealized appreciation (depreciation)
 8,255
 43,948

 Net realized gain (loss)
 (26,749)

 Net increase (decrease) in Members' Capital resulting from operations
 $
 $

 Investment Income
 Investment income was as follows:

 Investment income:

 Interest income
 $
 520,261
 $
 285,826

 14,580
 4,622

 Dividend income
 4,814
 3,758

 Other income
 12,673
 8,564

 Total Investment Income
 $
 552,328
 $
 302,770

 In the table above, total investment income increased from $302,770 for the year ended December 31, 2023 to $552,328 for the year ended December 31, 2024. The increase was primarily driven by our deployment of capital and the SLIC Acquisition. The size of our investment portfolio at cost increased from $3,227,449 as of December 31, 2023 to $6,103,560 as of December 31, 2024. This was partially offset by a decrease in our weighted average yield at cost and fair value to 10.2% and 10.2% at December 31, 2024 from

 11.8% and 12.0% at December 31, 2023, respectively, which was primarily driven by the reduction in base rates and repricing on our existing portfolio.
 Expenses
 Expenses were as follows:

 Expenses:

 Interest and other financing expenses
 $
 171,312
 $
 75,673

 Management fees
 36,707
 21,048

 Income based incentive fees
 42,148
 25,206

 Professional fees
 9,303
 4,291

 Offering costs
 —

 Directors' fees

 Administrative service fees

 Servicing fees
 24,961
 14,313

 General and other expenses

 Total expenses
 $
 285,248
 $
 141,260

 Expense support
 (2,700)
 —

 Recoupment of expense support
 —

 Management fees waiver
 (2,750)
 —

 Income based incentive fees waiver
 (6,350)
 (424)

 Net expenses
 $
 273,848
 $
 140,836

 Excise tax expense
 $
 $

 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 from $75,673 for the year ended December 31, 2023 to $171,312 for the year ended December 31, 2024. The increase was primarily driven by our increased borrowings. Our debt outstanding (at par) increased from $916,668 as of December 31, 2023 to $2,887,425 as of December 31, 2024.
 Base Management Fee
 The base management fees net of waiver were $33,957 and $21,048 for the years ended December 31, 2024 and 2023, respectively. The increase was primarily due to an increase in capital contributions. For more information on base management fee, including terms thereof, for further details, see Note 3 "Related Party Transactions" to our consolidated financial statements included in this Report.
 Incentive Fees
 The income-based incentive fees net of waiver were $35,798 and $24,782 for the years ended December 31, 2024 and 2023, respectively. The increase was primarily due to an increase in pre-incentive fee net investment income. For more information on incentive fee, including terms thereof, for further details, see Note 3 "Related Party Transactions" to our consolidated financial statements included in this Report.
 Professional Fees, Administrative Service Fee, Servicing fees and Other Expenses
 Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company, which include costs of a financial printer utilized for certain preparation, printing and distribution services related to the offering materials. Professional fees were $9,303 and $4,291 for the year ended December 31, 2024 and 2023, respectively. The increase was primarily due to an increase in total assets.
 Administrative service fees represent fees paid to the Administrator for our allocable portion of the cost of certain of our executive officers that perform duties for us. General and other expenses include insurance, filing, research, subscriptions and other costs. Organization and offering costs include expenses incurred in our initial formation and our offering of units.
 Servicing fees include placement agency fees paid in connection with the Company's private offering. Servicing fees were $24,961 and $14,313 for the year ended December 31, 2024 and 2023, respectively. The increase was primarily due to an increase in capital contributions. For more information on servicing fees, including terms thereof, see Note 3 "Related Party Transactions" to our consolidated financial statements included in this report.

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

 Realized and unrealized gain (loss):

 Net realized gain (loss):

 Non-controlled/non-affiliated investments
 $
 (26,742)
 $

 Foreign currency and other transactions
 (7)

 Net change in unrealized appreciation (depreciation):

 Non-controlled/non-affiliated investments
 8,426
 43,906

 Translation of assets and liabilities in foreign currencies
 (171)

 Net realized and unrealized gain (loss)
 $
 (18,494)
 $
 44,054

 For the year ended December 31, 2024, net realized losses on our investments was $26,742, which was primarily due to the restructuring of certain portfolio companies, including Matrix Parent, Inc.
 For the year ended December 31, 2024, net change in unrealized appreciation on our investments of $8,426, was primarily driven by changes in spreads in the primary and secondary markets, partially offset by the reversal of unrealized depreciation in connection with the aforementioned restructuring.
 For the year ended December 31, 2023, net change in unrealized appreciation on our investments of $43,906, 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 Units, net borrowings from our credit facilities and unsecured debt, and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of any closing of our continuous private offering of our Units. Our primary use of cash is investments in portfolio companies, payments of our expenses, funding repurchases under our unit repurchase program and payment of cash distributions to our unitholders. Details of our credit facilities are described in "—Debt" below. We may also 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 December 31, 2024, we had approximately $216.4 million of unrestricted cash and cash equivalents, which taken together with our approximately $1,036.0 million, $518.8 million, $281.3 million and $585.9 million of availability under the ING Facility, Wells Funding Facility, CBNA Funding Facility and JPM Funding 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 December 31, 2024, we believed we had adequate financial resources to satisfy unfunded portfolio company commitments of $1,035.4 million.

 Unregistered Sales of Equity Securities
 For the years ended December 31, 2024 and 2023, total Units issued and proceeds received were as follows:

 Unit Issuance Date
 Units Issued
 Proceeds Received

 January 01, 2024
 7,646,273
 $
 146,120

 February 01, 2024
 6,231,714
 119,088

 March 01, 2024
 6,662,271
 127,383

 April 01, 2024
 5,566,519
 106,042

 May 01, 2024
 7,767,198
 147,888

 June 01, 2024
 3,628,420
 69,375

 July 01, 2024
 2,486,537
 47,418

 August 01, 2024
 2,187,027
 41,554

 September 01, 2024
 2,705,841
 51,465

 October 01, 2024
 2,397,182
 45,547

 November 01, 2024
 2,510,293
 47,645

 December 01, 2024
 2,862,477
 54,215

 Total
 52,651,752
 $
 1,003,740

 January 01, 2023
 1,953,945
 $
 36,304

 February 01, 2023
 1,882,119
 35,478

 March 01, 2023
 3,239,025
 61,347

 April 01, 2023
 2,999,635
 56,123

 May 01, 2023
 4,318,642
 81,277

 June 01, 2023
 5,260,930
 98,327

 July 01, 2023
 4,570,513
 86,154

 August 01, 2023
 3,071,882
 58,274

 5,481,417
 104,366

 October 01, 2023
 5,422,414
 103,460

 November 01, 2023
 6,390,635
 121,230

 December 01, 2023
 9,400,753
 179,555

 Total
 53,991,910
 $
 1,021,895

 The following table summarizes the Company's distributions declared and payable for the years ended December 31, 2024 and 2023:

 Date Declared
 Record Date
 Per Unit Amount
 Total Amount

 January 29, 2024
 January 31, 2024
 $
 $
 19,487

 February 27, 2024
 February 29, 2024
 20,505

 March 26, 2024
 21,619

 April 25, 2024
 April 30, 2024
 22,258

 May 28, 2024
 May 31, 2024
 23,532

 June 25, 2024
 June 28, 2024
 0.1514
 24,285

 July 25, 2024
 July 30, 2024
 24,293

 August 27, 2024
 August 31, 2024
 0.1504
 24,639

 September 24, 2024
 0.1500
 25,095

 October 25, 2024
 October 31, 2024
 0.1498
 25,240

 November 27, 2024
 November 29, 2024
 0.1495
 25,681

 December 26, 2024
 January 06, 2025
 0.1492

 $
 1.8067
 $

 January 30, 2023
 January 31, 2023
 $
 0.1432
 $
 10,073

 0.1454
 10,544

 March 28, 2023
 0.1460
 11,104

 April 26, 2023
 April 30, 2023
 0.1443
 11,110

 May 30, 2023
 May 31, 2023
 0.1450
 11,970

 June 27, 2023
 0.1441
 12,703

 July 26, 2023
 July 31, 2023
 0.1453
 13,279

 August 28, 2023
 August 31, 2023
 14,246

 September 26, 2023
 0.1507
 15,181

 October 27, 2023
 October 31, 2023
 15,903

 November 28, 2023
 November 30, 2023
 16,848

 December 27, 2023

 $
 1.7666
 $

 We have adopted an "opt out" DRIP. As a result, unless unitholders elect to "opt out" of the DRIP, unitholders will have their cash dividends or distributions automatically reinvested in additional units of the same class of units to which the distribution relates, rather than receiving cash. Unitholders who receive distributions in the form of Units will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those unitholders will not receive cash with which to pay any applicable taxes.
 The following table summarizes the amounts received and Units issued to unitholders who have participated in the DRIP during for the years ended December 31, 2024 and 2023:

 DRIP Units Issued
 DRIP Units Value

 539,376
 $
 10,307

 583,174
 11,144

 613,350
 11,728

 649,347
 12,370

 681,693
 12,979

 723,162
 13,827

 734,980
 14,016

 755,243
 14,351

 768,983
 14,625

 772,679
 14,681

 787,133
 14,940

 804,804
 15,243

 Total
 8,413,924
 $

 January 04, 2023
 286,606
 $
 5,325

 288,686
 5,442

 298,750
 5,658

 310,339
 5,807

 320,084
 6,024

 343,881
 6,427

 355,702
 6,705

 379,668
 7,202

 406,420
 7,738

 429,249
 8,190

 461,074
 8,747

 488,426
 9,329

 Total
 4,368,885
 $

 Unit Repurchase Program
 At the discretion of the Board of Directors, we may repurchase, in each quarter, up to 5% of the outstanding Units (either by number of units or aggregate net asset value) as of such quarter end pursuant to a quarterly unit repurchase program. The limitations and restrictions described in the applicable offer to repurchase units may prevent us from accommodating all repurchase requests made in any quarter. The unit repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market. We will offer to repurchase Units on such terms as may be determined by our Board of Directors in its complete and absolute discretion.
 The following table further summarizes the unit repurchases completed for the years ended December 31, 2024 and 2023:

 Repurchase Deadline Request
 Percentage of Outstanding Units the Company Offered to Repurchase(1)

 Price Paid Per Unit
 Repurchase Pricing Date
 Amount Repurchased
 Number of Units Repurchased
 Percentage of Outstanding Units Repurchased(1)

 Maximum number of units that may yet be purchased under the repurchase program(2)

 5.00
 %
 $
 19.05
 $
 28,707
 1,506,944
 1.25
 %
 —

 June 08, 2024
 5.00
 %
 $
 19.07
 June 30, 2024
 52,219
 2,738,253
 1.94
 %
 —

 September 07, 2024
 5.00
 %
 $
 19.00
 37,636
 1,980,872
 1.26
 %
 —

 December 07, 2024
 5.00
 %
 $
 18.96
 2,942,591
 1.78
 %
 —

 Total
 $
 174,354
 9,168,660

 March 14, 2023
 5.00
 %
 $
 18.71
 $
 27,162
 1,451,713
 2.13
 %
 —

 June 02, 2023
 5.00
 %
 $
 18.85
 31,798
 1,686,901
 2.26
 %
 —

 5.00
 %
 $
 19.08
 24,218
 1,269,300
 1.47
 %
 —

 5.00
 %
 $
 19.11
 1,444,053
 1.45
 %
 —

 Total
 $
 110,774
 5,851,967

 (1) Percentage is based on total units as of the close of the previous calendar quarter.
 (2) All repurchase requests were satisfied in full.
 Debt
 Our outstanding debt obligations were as follows:

 Aggregate Principal Committed
 Outstanding Principal
 Unused Portion
 Aggregate Principal Committed
 Outstanding Principal
 Unused Portion

 ING Facility(1)

 $
 1,350,000
 $
 313,352
 $
 1,036,036
 $
 925,000
 $
 6,168
 $
 918,832

 Wells Funding Facility
 900,000
 381,250
 518,750
 —

 CBNA Funding Facility
 375,000
 93,750
 281,250
 235,000
 25,500
 209,500

 JPM Funding Facility
 1,200,000
 614,073
 585,927
 —
 —
 —

 Series A 2026 Notes(2)

 —
 —

 Series A 2028 Notes(2)

 —
 —

 Series B 2026 Notes(3)

 —
 —

 Series B 2028 Notes(3)

 —
 —

 Series C 2027 Notes(4)

 —
 —

 Series C 2029 Notes(4)

 —
 —

 Series D 2027 Notes(5)

 —
 —
 —
 —

 Series D 2029 Notes(5)

 —
 —
 —
 —

 2030 Notes(6)

 —
 —
 —
 —

 Total
 $
 5,310,000
 $
 2,887,425
 $
 2,421,963
 $
 2,795,000
 $
 916,668
 $
 1,878,332

 (1) As of December 31, 2024, letters of credit of $613, were outstanding, which reduced the unused availability under the ING Facility by the same amount. Under the ING Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2024, the Company had borrowings denominated in Euros (EUR) of 12,216. As of December 31, 2023, the Company had borrowings denominated in Euros (EUR) of 5,618. As of December 31, 2024, the Company had borrowings denominated in Canadian (CAD) of 2,800. As of December 31, 2023, the Company had no borrowings denominated in Canadian dollars (CAD).As of December 31, 2024, the Company had borrowings denominated in British Pound (GBP) of 2,200. As of December 31, 2023, the Company had no borrowings denominated in British Pound (GBP).
 (2) The carrying value of the Company's Series A 2026 Notes and Series A 2028 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $888 and $1,014, respectively as of December 31, 2024 and $1,619 and $1,327, respectively as of December 31, 2023.

 (3) The carrying value of the Company's Series B 2026 Notes and Series B 2028 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $655 and $1,055, respectively, as of December 31, 2024 and $1,059 and $1,341, respectively as of December 31, 2023.
 (4) The carrying value of the Company's Series C 2027 Notes and Series C 2029 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $985 and $1,406, respectively as of December 31, 2024 and $1,372 and $1,661, respectively as of December 31, 2023.
 (5) The carrying value of the Company's Series D 2027 Notes and Series D 2029 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $993 and $2,110 respectively as of December 31, 2024.
 (6) The carrying value of the Company's 2030 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance cost of $3,721 as of December 31, 2024.
 For further details, see Note 6 "Debt" to our consolidated financial statements included in this Report.

 RECENT DEVELOPMENTS
 January Issuances and Distribution Declarations
 Pursuant to our continuous private offering, we issued approximately 2,728,267 Units for an aggregate offering price of $51.7 million effective January 1, 2025.
 On January 27, 2025, we declared a regular distribution in the amount of $0.1265 per unit and payable on or around February 5, 2025 to unitholders of record as of January 31, 2025.
 On January 27, 2025, we declared a special distribution in the amount of $0.0474 per unit and payable on or around April 3, 2025 to unitholders of record as of March 31, 2025.
 February Issuances and Distribution Declarations
 Pursuant to our continuous private offering, we held a close relating to the sale of our Units for an aggregate offering price of $56.0 million effective February 1, 2025.
 On February 27, 2025, we declared a distribution in the amount of $0.1263 per unit and payable on or around March 5, 2025, to unitholders of record as of February 28, 2025.
 March Issuances
 Pursuant to our continuous private offering, we held a close relating to the sale of our Units for an aggregate offering price of $79.8 million effective March 1, 2025.
 Multi-Class Relief
 We have applied for exemptive relief from the SEC that, if granted, will permit us to issue multiple classes of units with varying sales loads, contingent deferred sales charges, and/or asset-based service and/or distribution fees, the details for which will be finalized at a later date at our discretion.
 Exchange Offer
 Pursuant to a Registration Statement on Form N-14 (File No. 333-284526), which went effective on February 28, 2025, an exchange offer in which holders of the 2030 Notes that were restricted because they were issued in a private placement are being offered the opportunity to exchange such notes for new, registered notes with substantially identical terms. The exchange offer is expected to close April 1, 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 II, Item 8 of this Report, including Note 2 "Significant Accounting Policies."
 We consider the most significant accounting policies to be those related to our Investments, Revenue Recognition, Deferred Financing Costs and Debt Issuance Costs and Income Taxes. The valuation of investments is our most significant critical estimate. The most significant input is the discount rate used in yield analysis that is based on comparable market yields. Significant increases in the discount rates in isolation would result in a significantly lower fair value measurement. For a further discussion and disclosure of key inputs and considerations related to this estimate, refer to Note 5 "Fair Value Measurements" included in the notes to the consolidated financial statements in Part II, Item 8 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;
 • the Administration Agreement;
 • the Placement Agent Agreement;
 • the MSDI Agreement; and
 • the Expense Support Agreement.
 For further details, see Note 3 "Related Party Transactions" to our consolidated financial statements included in this Report.
 MS Credit Partners Holdings, a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, has entered into subscription agreements and has made capital contributions at the closings of the Company's continuous private offering representing an aggregate capital contribution of $25.0 million, in exchange for 1,256,051 Units. Because MS Credit Partners Holdings has made an aggregate capital contribution of $25.0 million as of the date of this Report, MS Credit Partners Holdings has no further obligation, contractual or otherwise, to support us. Morgan Stanley has no history of financially supporting any of the BDCs on the MS Private Credit platform, even during periods of financial distress.

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 We are subject to financial market risks, including valuation risk, market risk and interest rate risk.
 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 our Board of Directors, based on, among other things, the input of the Investment Adviser, including the Valuation Designee, our Audit Committee and independent third-party valuation firms engaged at the direction of our Board of Directors, or Valuation Designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
 Market Risk
 The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level, may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on a company's investments and net asset value and can lead to increased market volatility. See "Part I, Item 1A. Risk Factors—General Risk Factors—We are operating in a period of capital markets disruption and economic uncertainty. The conditions have materially and adversely affected debt and equity capital markets in the United States, and any future volatility or instability in capital markets may have a negative impact on our business and operations." of this Report 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 this Report.
 Interest Rate Risk
 We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
 As of December 31, 2024, approximately 99.9% of our debt investments were at floating rates. Based on our Consolidated Statements of Financial Condition as of December 31, 2024, the following table shows the annualized impact on net income of hypothetical reference rate changes in interest rates (considering interest rate floors and ceilings for floating rate debt instruments assuming no changes in our investments and borrowing structure as of December 31, 2024) (dollar amounts in thousands):

 Interest
 Interest
 Net

 Basis Point Change - Interest Rates
 Income
 Expense(1)

 Income

 Up 300 basis points
 $
 180,264
 $
 (77,623)
 $
 102,641

 Up 200 basis points
 $
 120,176
 $
 (51,749)
 $
 68,427

 Up 100 basis points
 $
 60,088
 $
 (25,874)
 $
 34,214

 Up 25 basis points
 $
 15,022
 $
 (6,469)
 $
 8,553

 Down 25 basis points
 $
 (15,022)
 $
 6,469
 $
 (8,553)

 Down 100 basis points
 $
 (60,088)
 $
 25,874
 $
 (34,214)

 Down 200 basis points
 $
 (120,176)
 $
 51,749
 $
 (68,427)

 Down 300 basis points
 $
 (180,264)
 $
 77,623
 $
 (102,641)

 (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 8 Consolidated Financial Statements and Supplementary Data

 Report of Independent Registered Public Accounting Firm

 Consolidated Statements of Financial Condition

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Members' Capital

 Consolidated Statements of Cash Flows

 Consolidated Schedules of Investments

 Notes to the Consolidated Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the unitholders and the Board of Directors of North Haven Private Income Fund LLC
 Opinion on the Financial Statements and Financial Highlights
 We have audited the accompanying consolidated statements of financial condition of North Haven Private Income Fund LLC and subsidiaries (the "Company"), including the consolidated schedule of investments, as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in members' capital and cash flows for each of the three years ended December 31, 2024, the financial highlights for each of the three years ended December 31, 2024 and the period from March 4, 2021 (inception) to December 31, 2021, and the related notes (collectively referred to as the "consolidated financial statements and financial highlights"). In our opinion, the consolidated financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations, changes in members' capital and cash flows for each of the three years ended December 31, 2024, and financial highlights for each of the three years ended December 31, 2024 and the period from March 4, 2021 (inception) to December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.
 Basis for Opinion
 These consolidated financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
 Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2024 and 2023, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
 /s/Deloitte & Touche LLP

 New York, NY
 March 4, 2025
 We have served as the Company's auditor since 2021.

 Consolidated Statements of Financial Condition
 (In thousands, except unit and per unit amounts)

 As of

 Assets

 Non-controlled/non-affiliated investments, at fair value (amortized cost of $ 6,103,560 and $ 3,227,449)

 $
 $

 Cash and cash equivalents (restricted cash of $ 1,650 and $ 740)

 218,004
 222,244

 Deferred financing costs
 35,183
 12,356

 Interest and dividend receivable from non-controlled/non-affiliated investments
 58,637
 23,634

 Receivable for investments sold/repaid
 15,465

 Prepaid expenses and other assets
 2,196
 8,078

 Total assets
 6,408,504
 3,462,082

 Liabilities

 Debt (net of unamortized debt issuance costs of $ 12,828 and $ 8,379)

 2,861,892
 914,829

 Payable for investments purchased
 47,887

 Payable to affiliates (Note 3)
 3,750

 Distributions payable

 Management fees payable
 7,337
 6,529

 Subscriptions received in advance (Note 8)
 51,728
 146,120

 Payable for units repurchased (Note 8)

 Income based incentive fee payable
 8,399
 7,833

 Interest and financing costs payable
 53,852
 26,144

 Accrued expenses and other liabilities
 23,670
 6,372

 Total liabilities
 3,137,318
 1,157,652

 Commitments and contingencies (Note 7)

 Members' Capital

 Units, par value $ 0.001 per unit ( 172,510,464 and 120,613,447 units issued and outstanding)

 Paid-in capital in excess of par value
 3,321,472
 2,331,297

 Total distributable earnings (loss)
 ( 50,459)
 ( 26,988)

 Total members' capital
 $
 3,271,186
 $
 2,304,430

 Total liabilities and members' capital
 $
 6,408,504
 $
 3,462,082

 Net asset value per unit
 $
 18.96
 $
 19.11

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

 Consolidated Statements of Operations
 (In thousands, except unit and per unit amounts)

 Investment Income:

 From non-controlled/non-affiliated investments:

 Interest income
 $
 520,261
 $
 285,826
 $
 98,108

 14,580
 4,622

 Dividend income
 4,814
 3,758
 1,521

 Other income
 12,673
 8,564
 3,074

 Total investment income
 552,328
 302,770
 103,428

 Expenses:

 Interest and other financing expenses
 171,312
 75,673
 19,516

 Management fees
 36,707
 21,048
 11,190

 Income based incentive fees
 42,148
 25,206
 8,062

 Professional fees
 9,303
 4,291
 2,501

 Offering costs
 —

 Directors' fees

 Administrative service fees

 Servicing fees
 24,961
 14,313
 7,614

 General and other expenses

 Total expenses
 285,248
 141,260
 50,641

 Expense support (Note 3)
 ( 2,700)
 —
 ( 2,220)

 Recoupment of expense support (Note 3)
 —
 —

 Management fees waiver (Note 3)
 ( 2,750)
 —
 ( 5,540)

 Income based incentive fees waiver (Note 3)
 ( 6,350)
 ( 424)
 ( 6,659)

 Net expenses
 273,848
 140,836
 36,222

 Net investment income before taxes
 278,480
 161,934
 67,206

 Excise tax expense

 Net investment income after taxes
 278,465
 161,864
 67,006

 Realized and unrealized gain (loss):

 Net realized gain (loss):

 Non-controlled/non-affiliated investments
 ( 26,742)
 ( 442)

 Foreign currency and other transactions
 ( 7)
 ( 6)

 Net change in unrealized appreciation (depreciation):

 Non-controlled/non-affiliated investments
 8,426
 43,906
 ( 76,260)

 Translation of assets and liabilities in foreign currencies
 ( 171)

 Net realized and unrealized gain (loss)
 $
 ( 18,494)
 $
 44,054
 $
 ( 76,702)

 Net increase (decrease) in members' capital resulting from operations
 $
 $
 $
 ( 9,696)

 Net investment income (loss) per unit (basic and diluted)
 $
 1.78
 $
 1.77
 $
 1.26

 Earnings (loss) per unit (basic and diluted)
 $
 1.66
 $
 2.26
 $
 ( 0.18)

 Weighted average units outstanding:
 156,537,151
 91,230,657
 53,379,085

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

 Consolidated Statements of Changes in Members' Capital
 (In thousands, except unit and per unit amounts)

 Members' Capital at beginning of period:
 $
 2,304,430
 $
 1,266,213
 $
 ( 456)

 Increase (decrease) in members' capital resulting from operations:

 Net investment income (loss)
 278,465
 161,864
 67,006

 Net realized gain (loss)

 ( 26,749)
 ( 448)

 Net change in unrealized appreciation (depreciation)

 8,255
 43,948
 ( 76,254)

 Net increase (decrease) in members' capital resulting from operations
 ( 9,696)

 Distributions to Unitholders from:

 Distributable earnings
 ( 282,812)
 ( 161,416)
 ( 62,264)

 Capital transactions:

 Issuance of Units
 1,003,740
 1,021,895
 1,369,325

 Reinvestment of distributions
 28,520

 Repurchased Units
 ( 174,354)
 ( 110,774)
 ( 59,216)

 Net increase in members' capital resulting from capital transactions
 989,597
 993,715
 1,338,629

 Total increase (decrease) in members' capital
 966,756
 1,038,217
 1,266,669

 Members' capital at end of period
 $
 3,271,186
 $
 2,304,430
 $
 1,266,213

 Distributions per unit
 $
 1.81
 $
 1.77
 $
 1.11

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

 Consolidated Statements of Cash Flows

 Cash flows from operating activities:

 Net increase (decrease) in members' capital resulting from operations
 $
 $
 $
 ( 9,696)

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

 Net change in unrealized (appreciation) depreciation on investments
 ( 8,426)
 ( 43,906)
 76,260

 Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies
 ( 42)
 ( 6)

 Net unrealized (appreciation) depreciation on interest rate swap attributed to unsecured notes
 ( 1,009)
 —

 Net realized (gain) loss on investments
 26,742
 ( 105)

 Net realized (gain) loss on foreign currency and other transactions
 ( 1)

 Net accretion of discount and amortization of premium on investments
 ( 20,352)
 ( 8,909)
 ( 3,169)

 Payment-in-kind interest and dividend capitalized
 ( 19,453)
 ( 7,987)
 ( 1,753)

 5,506
 2,768
 1,547

 Amortization of debt issuance costs and original issuance discount on unsecured notes
 3,220
 1,184
 —

 Amortization of deferred offering costs
 —

 Purchases of investments and change in payable for investments purchased
 ( 2,623,841)
 ( 1,497,694)
 ( 2,110,377)

 Proceeds from sale of investments and principal repayments and change in receivable for investments sold/repaid
 894,845
 338,192
 63,653

 Acquisition of SLIC, net of cash acquired (1)

 ( 519,667)
 —
 —

 Changes in operating assets and liabilities:

 (Increase) decrease in interest and dividend receivable from non-controlled/non-affiliated investments
 ( 35,003)
 ( 9,326)
 ( 14,308)

 (Increase) decrease in prepaid expenses and other assets
 14,678
 ( 876)

 (Decrease) increase in payable to affiliates
 ( 3,167)
 2,158
 1,332

 (Decrease) increase in management fees payable
 2,696
 3,833

 (Decrease) increase in incentive fees payable
 6,430
 1,403

 (Decrease) increase in interest payable
 27,708
 24,340
 1,782

 (Decrease) increase in accrued expenses and other liabilities
 ( 10,759)
 1,450
 4,595

 Net cash provided by (used in) operating activities
 ( 2,005,974)
 ( 983,477)
 ( 1,985,133)

 Cash flows from financing activities:

 Borrowings on debt
 $
 2,754,469
 $
 2,018,500
 $
 1,464,818

 Repayments on debt
 ( 1,343,500)
 ( 1,828,500)
 ( 738,500)

 Deferred financing costs paid
 ( 28,333)
 ( 8,223)
 ( 8,426)

 Debt issuance costs paid
 ( 7,535)
 ( 9,563)
 —

 Distributions paid
 ( 136,384)
 ( 70,181)
 ( 23,930)

 Proceeds from issuance of Units
 857,620
 1,021,895
 1,369,325

 Subscriptions received in advance
 51,728
 109,816
 36,304

 Repurchases of Units
 ( 146,158)
 ( 103,406)
 ( 38,988)

 Consolidated Statements of Cash Flows

 Offering costs paid
 —
 —
 ( 121)

 Net cash provided by (used in) financing activities
 2,001,907
 1,130,338
 2,060,482

 Net increase (decrease) in cash, cash equivalents and restricted cash
 ( 4,067)
 146,861
 75,349

 Effect of foreign exchange rate changes on cash
 ( 173)
 ( 6)

 Cash, cash equivalents and restricted cash, at beginning of period
 222,244
 75,378

 Cash, cash equivalents and restricted cash, at end of period
 $
 218,004
 $
 222,244
 $
 75,378

 Supplemental information and non-cash activities:

 Excise tax paid
 $
 $
 $
 —

 Interest expense paid
 $
 128,606
 $
 48,391
 $
 16,188

 Distribution reinvestment paid
 $
 $
 $
 28,520

 Accrued but unpaid distributions
 $
 $
 $
 9,814

 Accrued but unpaid deferred financing costs
 $
 —
 $
 $
 2,275

 Accrued but unpaid deferred offering costs
 $
 —
 $
 —
 $

 Accrued but unpaid repurchases of Units
 $
 $
 $
 20,228

 Non-cash purchases of investments
 $
 ( 36,164)
 $
 —
 $
 —

 Non-cash sales of investments
 $
 36,164
 $
 —
 $
 —

 Debt assumed in purchase of reorganization
 $
 558,073
 $
 —
 $
 —

 (1) On July 15, 2024, in connection with the acquisition of SL Investment Corporation, the Company acquired total assets of $ 1,158,037, inclusive of $ 1,101,382 of investments, $ 41,990 of cash and cash equivalents and $ 14,665 of other assets, net of $ 596,381 of assumed liabilities, inclusive of $ 558,073 debt assumed. See Note 12 "SLIC Acquisition."

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

 Debt Investments

 Aerospace & Defense

 Jonathan Acquisition Company
 S +
 9.43 %
 12/22/2026
 13,378
 $
 13,325
 $
 13,378
 0.41
 %

 Jonathan Acquisition Company
 S +
 9.43 %
 0.01

 S +
 09/14/2029
 33,491
 33,159
 33,491
 1.02

 S +
 09/14/2029
 —
 ( 23)
 —
 —

 S +
 09/14/2028
 —
 ( 40)
 —
 —

 PCX Holding Corp.
 S +
 04/22/2027
 7,655
 7,181
 7,135
 0.22

 PCX Holding Corp.
 S +
 04/22/2027
 7,709
 7,233
 7,185
 0.22

 PCX Holding Corp.
 S +
 04/22/2027
 0.02

 S +
 9.90 %
 08/20/2027
 24,792
 24,491
 24,725
 0.76

 S +
 08/20/2027
 1,804
 1,752
 1,786
 0.05

 S +
 08/20/2027
 —
 ( 12)
 ( 2)
 —

 88,150
 88,780
 2.71

 Air Freight & Logistics

 AGI-CFI Holdings, Inc.
 S +
 10.23 %
 06/11/2027
 52,728
 52,162
 52,728
 1.61

 S +
 1,269
 1,243
 1,241
 0.04

 S +
 —

 S +
 —

 53,572
 54,135
 1.65

 Automobile Components

 Continental Battery Company
 (6) (7) (8) (10) (13)
 S +
 7.00 % (incl. 4.08 % PIK)

 11.48 %
 01/20/2027
 12,945
 11,732
 9,142
 0.28

 LTI Holdings, Inc.
 S +
 07/19/2029
 2,993
 2,985
 2,994
 0.09

 S +
 13,541
 13,304
 13,541
 0.41

 S +
 1,266
 1,216
 1,266
 0.04

 S +
 0.02

 S +
 10.17 %
 08/05/2028
 52,760
 52,210
 51,067
 1.56

 S +
 10.17 %
 08/05/2028
 6,018
 5,901
 5,726
 0.18

 S +
 10.17 %
 1,391
 1,310
 1,212
 0.04

 S +
 06/29/2028
 9,930
 9,854
 9,874
 0.30

 S +
 06/29/2028
 2,820
 2,792
 2,802
 0.09

 S +
 —
 ( 3)
 ( 2)
 —

 101,898
 98,248
 3.00

 Automobiles

 S +
 23,947
 $
 23,820
 $
 23,840
 0.73
 %

 S +
 1,524
 1,524
 1,519
 0.05

 S +
 0.02

 S +
 01/29/2030
 31,005
 30,460
 30,639
 0.94

 S +
 01/29/2030
 9,083
 8,840
 8,870
 0.27

 S +
 01/29/2030
 0.02

 Drivecentric Holdings, LLC
 S +
 9.27 %
 30,441
 30,148
 30,417
 0.93

 Drivecentric Holdings, LLC
 S +
 9.27 %
 —
 ( 38)
 ( 3)
 —

 LeadVenture, Inc.
 S +
 0.03

 MajorDrive Holdings IV, LLC
 (12)
 S +
 8.59 %
 06/01/2028
 2,969
 2,972
 2,889
 0.09

 Turbo Buyer, Inc.
 S +
 12/02/2025
 15,930
 15,422
 15,385
 0.47

 Turbo Buyer, Inc.
 S +
 12/02/2025
 2,437
 2,382
 2,354
 0.07

 S +
 05/24/2028
 8,471
 8,399
 8,417
 0.26

 S +
 05/24/2028
 2,056
 1,824
 1,779
 0.05

 S +
 05/24/2028
 —
 ( 3)
 ( 3)
 —

 128,146
 128,528
 3.93

 Biotechnology

 S +
 37,557
 37,379
 37,557
 1.15

 S +
 1,114
 1,063
 1,114
 0.03

 S +
 —
 ( 20)
 —
 —

 38,422
 38,671
 1.18

 Building Products

 LHS Borrower, LLC
 (12)
 S +
 3,423
 3,353
 3,259
 0.10

 LSF12 Crown US Commercial Bidco, LLC
 (14)
 S +
 8.63 %
 12/02/2031
 3,000
 3,015
 2,987
 0.09

 Project Potter Buyer, LLC
 (6) (8) (10)
 S +
 04/23/2027
 10,272
 10,272
 10,272
 0.31

 Project Potter Buyer, LLC
 S +
 04/23/2026
 —
 —
 —
 —

 16,640
 16,518
 0.50

 Chemicals

 Olympus Water US Holding Corporation
 (12)
 S +
 7.34 %
 06/20/2031
 4,706
 4,718
 4,716
 0.14

 (9) (11)
 S +
 53,367
 52,514
 52,634
 1.61

 S +
 5,107
 4,963
 5,079
 0.16

 (11) (19)
 S +
 —
 ( 20)
 ( 37)
 —

 S +
 15,916
 15,660
 15,128
 0.46

 S +
 1,299
 1,280
 1,189
 0.04

 79,115
 78,709
 2.41

 Commercial Services & Supplies

 365 Retail Markets, LLC
 S +
 12/26/2028
 7,255
 $
 7,255
 $
 7,255
 0.22
 %

 365 Retail Markets, LLC
 S +
 12/26/2028
 2,328
 2,328
 2,328
 0.07

 Allied Universal Holdco, LLC
 (12)
 S +
 8.21 %
 05/12/2028
 6,789
 6,784
 6,806
 0.21

 (6) (7) (8) (10) (15)
 S +
 9.63 %
 12/09/2029
 36,465
 35,762
 36,465
 1.11

 S +
 9.63 %
 12/09/2028
 —
 ( 25)
 —
 —

 Belfor Holdings, Inc.
 S +
 11/01/2030
 1,995
 2,012
 2,015
 0.06

 BPG Holdings IV Corp.
 S +
 07/29/2029
 25,941
 24,300
 22,335
 0.68

 S +
 05/12/2031
 5,813
 5,759
 5,780
 0.18

 S +
 05/12/2031
 —
 ( 24)
 ( 30)
 —

 S +
 05/12/2031
 —
 ( 13)
 ( 8)
 —

 S +
 08/27/2031
 8,824
 8,738
 8,824
 0.27

 S +
 08/27/2031
 —
 ( 10)
 —
 —

 S +
 08/27/2031
 0.02

 S +
 11/23/2028
 9,061
 9,011
 9,028
 0.28

 S +
 11/23/2028
 18,904
 18,774
 18,811
 0.58

 P +
 11.50 %
 11/23/2027
 —
 ( 14)
 ( 10)
 —

 S +
 7,963
 7,888
 7,868
 0.24

 S +
 1,382
 1,353
 1,348
 0.04

 S +
 —
 ( 19)
 ( 23)
 —

 (6) (7) (8) (10) (15)
 S +
 9.71 %
 23,774
 22,635
 21,240
 0.65

 S +
 9.71 %
 5,574
 5,307
 4,980
 0.15

 S +
 9.71 %
 1,138
 1,037
 0.03

 S +
 04/02/2031
 14,030
 13,835
 14,030
 0.43

 S +
 04/02/2031
 —
 ( 36)
 —
 —

 P +
 04/02/2031
 0.01

 S +
 12,311
 12,112
 12,307
 0.38

 S +
 20,148
 19,732
 20,072
 0.61

 S +
 —
 ( 59)
 ( 1)
 —

 Hercules Borrower, LLC
 S +
 9.68 %
 12/15/2026
 C$
 3,167
 3,025
 2,963
 0.09

 S +
 19,022
 18,842
 19,022
 0.58

 S +
 0.02

 S +
 06/28/2030
 —
 ( 28)
 —
 —

 S +
 19,977
 19,565
 19,977
 0.61

 (6) (10) (19) (15)
 S +
 1,884
 1,834
 1,884
 0.06

 (6) (10) (19) (15)
 S +
 —
 ( 54)
 —
 —

 Orion Group Holdco, LLC
 S +
 —
 $
 ( 16)
 $
 ( 16)
 —
 %

 S +
 9.49 %
 12/20/2028
 15,397
 15,397
 15,397
 0.47

 S +
 9.49 %
 12/20/2028
 0.02

 S +
 9.49 %
 12/20/2028
 —
 —
 —
 —

 S +
 05/26/2031
 18,135
 18,135
 18,135
 0.55

 S +
 05/26/2031
 2,585
 2,538
 2,585
 0.08

 S +
 05/24/2030
 0.01

 S +
 9.60 %
 09/18/2031
 4,773
 4,726
 4,773
 0.15

 S +
 9.60 %
 09/18/2031
 —
 ( 11)
 —
 —

 S +
 9.60 %
 09/18/2031
 —
 ( 5)
 —
 —

 S +
 12/08/2028
 25,100
 25,011
 25,100
 0.77

 S +
 12/08/2027
 —
 ( 8)
 —
 —

 SITEL Worldwide Corporation
 (12)
 S +
 8.22 %
 08/28/2028
 4,850
 4,861
 3,237
 0.10

 (6) (7) (8) (11) (15)
 S +
 4,039
 3,992
 4,039
 0.12

 C +
 8.42 %
 C$
 2,617
 1,888
 1,820
 0.06

 S +
 —
 ( 6)
 —
 —

 C +
 12/28/2028
 C$
 0.02

 Sweep Midco, LLC
 (6) (7) (18)
 03/12/2034
 1,086
 0.02

 Sweep Midco, LLC
 (6) (7) (18)
 03/12/2036
 3,156
 —
 —
 —

 S +
 5.75 % PIK

 10.24 %
 06/30/2027
 3,986
 3,986
 3,986
 0.12

 S +
 10.24 %
 06/30/2027
 2,050
 2,050
 2,050
 0.06

 S +
 10.24 %
 06/30/2027
 —
 —
 —
 —

 S +
 10.30 %
 22,742
 22,442
 22,742
 0.70

 S +
 10.30 %
 2,231
 2,188
 2,231
 0.07

 S +
 10.30 %
 —
 ( 42)
 —
 —

 Tempo Acquisition, LLC
 (12)
 S +
 2.25 %
 6.61 %
 3,987
 4,000
 3,999
 0.12

 S +
 08/20/2031
 12,091
 11,975
 12,091
 0.37

 S +
 08/20/2031
 —
 ( 20)
 —
 —

 S +
 08/20/2030
 —
 ( 24)
 —
 —

 TruGreen Limited Partnership
 (11)
 S +
 8.46 %
 11/02/2027
 4,848
 4,821
 4,709
 0.14

 (6) (7) (12)
 S +
 09/29/2031
 25,909
 25,660
 25,909
 0.79

 S +
 09/29/2031
 1,003
 1,003
 0.03

 S +
 10.27 %
 50,360
 50,128
 50,360
 1.54

 S +
 10.27 %
 47,594
 47,072
 47,594
 1.45

 S +
 10.27 %
 —
 —
 —
 —

 503,189
 502,046
 15.35

 Construction & Engineering

 Arcoro Holdings Corp.
 S +
 57,104
 $
 56,071
 $
 56,688
 1.73
 %

 Arcoro Holdings Corp.
 S +
 —
 ( 150)
 ( 63)
 —

 Artera Services, LLC
 (14)
 S +
 02/15/2031
 1,995
 1,978
 1,975
 0.06

 Centuri Group, Inc.
 (12)
 S +
 2.50 %
 6.96 %
 08/27/2028
 1,897
 1,896
 1,904
 0.06

 KPSKY Acquisition, Inc.
 S +
 10.19 %
 20,749
 19,883
 18,348
 0.56

 KPSKY Acquisition, Inc.
 S +
 10.19 %
 16,535
 16,165
 14,622
 0.45

 S +
 9.53 %
 02/01/2030
 2,944
 2,874
 2,944
 0.09

 S +
 9.53 %
 02/01/2030
 1,205
 1,167
 1,205
 0.04

 S +
 9.53 %
 —
 ( 10)
 —
 —

 S +
 25,394
 25,271
 25,394
 0.78

 S +
 —
 ( 20)
 —
 —

 S +
 —
 ( 17)
 —
 —

 125,108
 123,017
 3.76

 Consumer Staples Distribution & Retail

 S +
 02/03/2031
 36,878
 36,568
 36,686
 1.12

 S +
 02/03/2031
 4,793
 4,715
 4,749
 0.15

 S +
 02/03/2031
 —
 ( 32)
 ( 20)
 —

 41,251
 41,415
 1.27

 Containers & Packaging

 Berlin Packaging, LLC
 S +
 8.05 %
 06/07/2031
 3,980
 3,980
 4,000
 0.12

 BP Purchaser, LLC
 S +
 10.16 %
 12/11/2028
 32,716
 31,266
 30,341
 0.93

 Clydesdale Acquisition Holdings, Inc.
 (12)
 S +
 3.18 %
 7.53 %
 04/13/2029
 3,303
 3,306
 3,306
 0.10

 S +
 9.93 %
 10/13/2028
 20,986
 20,899
 20,986
 0.64

 S +
 9.93 %
 10/13/2028
 1,029
 1,029
 0.03

 S +
 9.93 %
 10/15/2027
 0.02

 Proampac PG Borrower, LLC
 (11)
 S +
 8.60 %
 09/15/2028
 2,965
 2,979
 2,971
 0.09

 64,024
 63,263
 1.93

 Distributors

 S +
 6.00 % (incl. 4.00 % PIK)

 10.65 %
 45,825
 44,370
 29,608
 0.91

 S +
 6.00 % (incl. 4.00 % PIK)

 10.65 %
 3,061
 2,841
 0.02

 ABB Concise Optical Group, LLC
 S +
 11.98 %
 02/23/2028
 17,008
 16,749
 15,898
 0.49

 S +
 10.58 %
 22,421
 22,158
 22,421
 0.69

 S +
 10.58 %
 —
 ( 24)
 —
 —

 Bradyplus Holdings, LLC
 (6) (7) (8) (9) (10)
 S +
 44,408
 43,673
 44,408
 1.36

 Bradyplus Holdings, LLC
 S +
 $
 $
 0.01
 %

 S +
 5.00 % (incl. 1.75 % PIK)

 04/09/2030
 60,057
 59,432
 60,057
 1.84

 S +
 5.00 % (incl. 1.75 % PIK)

 04/09/2030
 —
 ( 6)
 —
 —

 189,453
 173,215
 5.30

 Diversified Consumer Services

 (6)
 S +
 05/23/2030
 11,802
 11,639
 11,677
 0.36

 S +
 05/23/2030
 0.01

 S +
 05/23/2030
 0.02

 (6)
 Other Debt
 13.00 % PIK

 13.00 %
 05/23/2031
 3,186
 3,130
 3,152
 0.10

 (6) (7) (8) (9) (10)
 S +
 10/24/2030
 72,104
 71,109
 72,104
 2.20

 S +
 10/24/2030
 17,166
 16,886
 17,166
 0.52

 S +
 10/24/2029
 3,866
 3,793
 3,866
 0.12

 (12)
 S +
 7.96 %
 12/11/2028
 4,856
 4,850
 4,877
 0.15

 Assembly Intermediate, LLC
 S +
 8,889
 8,518
 8,889
 0.27

 Assembly Intermediate, LLC
 S +
 1,778
 1,702
 1,778
 0.05

 Assembly Intermediate, LLC
 S +
 —
 ( 36)
 —
 —

 (6) (7) (12)
 S +
 09/08/2031
 8,362
 8,281
 8,362
 0.26

 S +
 09/08/2031
 —
 ( 7)
 —
 —

 S +
 09/06/2031
 —
 ( 7)
 —
 —

 S +
 9.65 %
 06/17/2031
 18,624
 18,448
 18,624
 0.57

 S +
 9.65 %
 06/17/2031
 —
 ( 24)
 —
 —

 S +
 9.65 %
 06/17/2030
 —
 ( 29)
 —
 —

 S +
 41,498
 40,749
 41,498
 1.27

 S +
 —
 ( 104)
 —
 —

 S +
 1,195
 1,070
 1,195
 0.04

 FPG Intermediate Holdco, LLC
 (6) (10) (13)
 S +
 6.75 % (incl. 5.75 % PIK)

 03/05/2027
 7,557
 7,437
 6,013
 0.18

 FPG Intermediate Holdco, LLC
 (6) (10) (13) (19)
 S +
 6.75 % (incl. 5.75 % PIK)

 03/05/2027
 0.01

 Heartland Home Services
 S +
 12/15/2026
 23,109
 22,910
 21,905
 0.67

 KUEHG Corp.
 (12)
 S +
 7.84 %
 06/12/2030
 1,861
 1,869
 1,878
 0.06

 S +
 6.50 % (incl. 2.17 % PIK)

 20,499
 20,318
 20,499
 0.63

 S +
 6.50 % (incl. 2.17 % PIK)

 1,352
 1,339
 1,352
 0.04

 LUV Car Wash Group, LLC
 S +
 11.74 %
 9,971
 9,934
 9,971
 0.30

 S +
 9,804
 $
 9,574
 $
 8,892
 0.27
 %

 S +
 2,078
 2,029
 1,885
 0.06

 S +
 0.01

 Project Accelerate Parent, LLC
 S +
 02/24/2031
 33,519
 33,214
 33,519
 1.02

 Project Accelerate Parent, LLC
 S +
 02/24/2031
 —
 ( 42)
 —
 —

 Spring Education Group, Inc.
 S +
 8.33 %
 3,960
 3,973
 3,980
 0.12

 S +
 9,826
 9,612
 9,826
 0.30

 S +
 18,964
 18,540
 18,958
 0.58

 S +
 2,273
 2,220
 2,273
 0.07

 Wand NewCo 3, Inc.
 S +
 5,867
 5,881
 5,885
 0.18

 340,329
 341,537
 10.44

 Electric Utilities

 Kohler Energy Co, LLC
 S +
 05/01/2031
 4,591
 4,631
 4,580
 0.14

 Electrical Equipment

 S +
 10/15/2031
 5,313
 5,235
 5,235
 0.16

 S +
 10/15/2031
 —
 ( 16)
 ( 16)
 —

 S +
 10/15/2031
 —
 ( 15)
 ( 15)
 —

 5,204
 5,204
 0.16

 Electronic Equipment, Instruments & Components

 S +
 6.60 % (incl. 4.60 % PIK)

 11.30 %
 28,077
 27,329
 20,825
 0.64

 S +
 6.60 % (incl. 4.60 % PIK)

 11.30 %
 1,858
 1,810
 1,378
 0.04

 Chamberlain Group, Inc.
 (12)
 S +
 7.71 %
 11/03/2028
 5,860
 5,852
 5,887
 0.18

 DG Investment Intermediate Holdings 2, Inc.
 (11)
 S +
 8.22 %
 4,369
 4,371
 4,404
 0.13

 S +
 9.15 %
 54,471
 53,758
 54,318
 1.66

 S +
 9.15 %
 23,757
 23,366
 23,747
 0.73

 S +
 9.15 %
 —
 ( 60)
 —
 —

 (6) (9) (12)
 S +
 03/02/2028
 9,162
 9,070
 9,162
 0.28

 (7) (12)
 S +
 03/02/2029
 12,800
 11,168
 11,264
 0.34

 S +
 11.59 %
 03/02/2029
 4,000
 3,500
 3,395
 0.10

 (6) (7) (8) (9) (11)
 S +
 6.00 % (incl. 1.50 % PIK)

 12/05/2030
 48,174
 47,401
 47,846
 1.46

 S +
 6.00 % (incl. 1.50 % PIK)

 12/05/2030
 —
 ( 74)
 ( 65)
 —

 S +
 6.00 % (incl. 1.50 % PIK)

 12/05/2029
 —
 ( 119)
 ( 54)
 —

 S +
 11/15/2031
 22,842
 22,617
 22,617
 0.69

 S +
 11/15/2031
 —
 $
 ( 19)
 $
 ( 19)
 —
 %

 S +
 11/15/2031
 —
 ( 40)
 ( 40)
 —

 209,930
 204,665
 6.26

 Entertainment

 Renaissance Holding Corp.
 (12)
 S +
 8.36 %
 04/05/2030
 2,960
 2,961
 2,951
 0.09

 Financial Services

 (6) (7) (11) (15)
 S +
 6.25 % PIK

 10.58 %
 14,855
 14,696
 14,727
 0.45

 S +
 10.58 %
 —
 ( 18)
 ( 14)
 —

 Boost Newco Borrower, LLC
 S +
 2.50 %
 6.83 %
 01/31/2031
 7,481
 7,507
 7,511
 0.23

 S +
 3,525
 3,485
 3,525
 0.11

 S +
 7,739
 7,631
 7,739
 0.24

 S +
 —
 ( 6)
 —
 —

 S +
 27,567
 27,024
 27,358
 0.84

 S +
 2,418
 1,932
 2,265
 0.07

 S +
 —
 ( 28)
 ( 13)
 —

 S +
 4,632
 4,587
 4,632
 0.14

 S +
 0.03

 S +
 —

 PMA Parent Holdings, LLC
 S +
 01/31/2031
 3,410
 3,360
 3,360
 0.10

 PMA Parent Holdings, LLC
 S +
 01/31/2031
 —
 ( 4)
 ( 4)
 —

 RFS Opco, LLC
 S +
 04/04/2031
 16,958
 16,801
 16,891
 0.52

 RFS Opco, LLC
 S +
 7.83 %
 04/04/2029
 4,680
 4,459
 4,579
 0.14

 SitusAMC Holdings Corp.
 S +
 9.93 %
 15,768
 15,720
 15,768
 0.48

 S +
 10.08 %
 8,571
 8,514
 8,571
 0.26

 S +
 10.08 %
 1,071
 1,061
 1,071
 0.03

 S +
 10.08 %
 0.01

 S +
 69,935
 68,745
 68,914
 2.11

 S +
 1,735
 1,637
 1,646
 0.05

 188,291
 189,744
 5.80

 Food Products

 Familia Intermediate Holdings I Corp. (Teasdale Latin Foods)
 (6) (17)
 Other Debt
 16.25 % PIK

 16.25 %
 06/18/2026
 0.01

 Teasdale Foods, Inc. (Teasdale Latin Foods)
 S +

 10.99 %
 12/18/2025
 3,604
 3,482
 3,501
 0.11

 3,759
 3,796
 0.12

 Ground Transportation

 PODS, LLC
 (11)
 S +
 7.85 %
 4,850
 4,853
 4,525
 0.14

 S +
 06/02/2031
 35,194
 $
 34,698
 $
 34,916
 1.07
 %

 S +
 06/02/2031
 —
 ( 152)
 ( 174)

 S +
 06/02/2031
 —
 ( 182)
 ( 105)
 —

 39,217
 39,162
 1.20

 Health Care Equipment & Supplies

 Journey Personal Care Corp.
 (11)
 S +
 4,964
 4,909
 4,959
 0.15

 Medline Borrower, LP
 (12)
 S +
 2.25 %
 6.61 %
 10/23/2028
 6,684
 6,686
 6,702
 0.20

 Performance Health & Wellness
 S +
 10.21 %
 07/12/2027
 4,028
 4,028
 4,028
 0.12

 PerkinElmer U.S., LLC
 S +
 9.34 %
 03/13/2029
 27,379
 26,777
 27,185
 0.83

 S +
 11,140
 10,952
 11,120
 0.34

 S +
 —
 ( 24)
 ( 5)
 —

 S +
 —
 ( 35)
 ( 4)
 —

 S +
 17,709
 17,407
 17,709
 0.54

 S +
 —
 ( 30)
 —
 —

 S +
 —
 ( 45)
 —
 —

 70,625
 71,694
 2.19

 S +
 09/15/2031
 12,915
 12,683
 12,855
 0.39

 S +
 09/15/2031
 —
 ( 3)
 —
 —

 CHG Healthcare Services, Inc.
 (12)
 S +
 7.40 %
 4,850
 4,861
 4,862
 0.15

 CNT Holdings I Corp.
 (11)
 S +
 8.09 %
 11/08/2027
 4,850
 4,860
 4,876
 0.15

 DCA Investment Holdings, LLC
 S +
 49,833
 49,294
 49,449
 1.51

 DCA Investment Holdings, LLC
 S +
 3,827
 3,779
 3,797
 0.12

 Electron BidCo, Inc.
 (12)
 S +
 7.11 %
 6,860
 6,866
 6,880
 0.21

 Ensemble RCM, LLC
 S +
 7.59 %
 4,618
 4,627
 4,647
 0.14

 (6) (7) (8) (11) (15)
 S +
 11,899
 11,840
 11,899
 0.36

 S +
 3,355
 3,327
 3,343
 0.10

 S +
 —
 ( 3)
 —
 —

 S +
 6,328
 6,317
 6,328
 0.19

 14.50 % (incl. 7.00 % PIK)

 14.50 %
 12/10/2027
 0.02

 S +
 14,329
 14,305
 14,329
 0.44

 14.50 % (incl. 7.00 % PIK)

 14.50 %
 12/10/2027
 0.01

 S +
 —
 $
 ( 2)
 $
 —
 —
 %

 S +
 10.38 %
 16,989
 16,848
 16,989
 0.52

 S +
 10.38 %
 —

 S +
 9.10 %
 13,332
 13,207
 13,332
 0.41

 S +
 9.10 %
 —
 ( 9)
 —
 —

 S +
 9.10 %
 —
 ( 11)
 —
 —

 Intelerad Medical Systems Incorporated
 (6) (10) (15)
 S +
 11.24 %
 08/21/2026
 9,420
 9,265
 9,127
 0.28

 Intelerad Medical Systems Incorporated
 (6) (10) (15)
 S +
 11.24 %
 08/21/2026
 0.02

 S +
 06/03/2031
 6,060
 6,003
 6,042
 0.18

 S +
 06/03/2031
 —
 ( 12)
 ( 7)
 —

 S +
 06/03/2031
 —
 ( 9)
 ( 3)
 —

 Medical Solutions Holdings, Inc.
 (12)
 S +
 8.19 %
 5,353
 5,350
 3,755
 0.11

 Midwest Physician Administrative Services, LLC
 (11)
 S +
 7.59 %
 03/12/2028
 3,879
 3,874
 3,660
 0.11

 National Mentor Holdings, Inc.
 (11)
 S +
 8.20 %
 03/02/2028
 2,720
 2,706
 2,691
 0.08

 Pacific Dental Services, LLC
 S +
 7.13 %
 03/15/2031
 2,978
 2,988
 2,995
 0.09

 (6) (9) (10)
 S +
 06/01/2030
 91,193
 89,683
 91,193
 2.79

 S +
 06/01/2029
 —
 ( 157)
 —
 —

 S +
 10.26 %
 27,708
 26,863
 27,686
 0.85

 S +
 10.52 %
 26,490
 26,301
 26,490
 0.81

 Promptcare Infusion Buyer, Inc.
 S +
 10.44 %
 09/01/2027
 3,810
 3,792
 3,760
 0.11

 Promptcare Infusion Buyer, Inc.
 S +
 10.44 %
 09/01/2027
 0.02

 Raven Acquisition Holdings, LLC
 (14) (15)
 S +
 11/19/2031
 4,667
 4,644
 4,674
 0.14

 Raven Acquisition Holdings, LLC
 (14) (15) (19)
 S +
 11/19/2031
 —
 ( 2)
 —

 S +
 01/02/2029
 8,509
 8,468
 8,509
 0.26

 S +
 01/02/2029
 2,159
 2,132
 2,153
 0.07

 S +
 —
 ( 4)
 —
 —

 Suveto
 S +
 09/09/2027
 5,021
 4,893
 4,973
 0.15

 Suveto
 P +
 09/09/2027
 —

 Suveto Buyer, LLC
 S +
 09/09/2027
 0.01

 Tivity Health, Inc.
 S +
 17,997
 17,856
 17,997
 0.55

 TTF Holdings, LLC
 S +
 07/18/2031
 2,000
 2,017
 1,980
 0.06

 (6) (7) (8) (12)
 S +

 11.65 %
 03/18/2027
 15,377
 15,377
 15,377
 0.47

 (6) (12) (13) (19)
 S +

 11.65 %
 03/18/2027
 1,601
 1,561
 1,601
 0.05

 388,972
 390,838
 11.95

 Health Care Technology

 Athenahealth, Inc.
 (12)
 S +
 02/15/2029
 6,341
 $
 6,323
 $
 6,348
 0.19
 %

 eResearchTechnology, Inc.
 (10)
 S +
 8.36 %
 02/04/2027
 4,391
 4,385
 4,414
 0.13

 S +
 09/19/2030
 77,262
 76,354
 77,262
 2.36

 S +
 09/19/2029
 —
 ( 39)
 —
 —

 Imprivata, Inc.
 (12)
 S +
 8.09 %
 6,420
 6,419
 6,452
 0.20

 S +
 02/03/2027
 10,097
 10,070
 10,097
 0.31

 S +
 02/03/2027
 —
 ( 10)
 —
 —

 S +
 02/03/2027
 —
 ( 3)
 —
 —

 MedAssets Software Intermediate Holdings, Inc.
 (12)
 S +
 8.43 %
 12/17/2028
 6,143
 6,143
 5,652
 0.17

 Project Ruby Ultimate Parent Corp.
 S +
 7.47 %
 03/10/2028
 5,348
 5,347
 5,367
 0.16

 Symplr Software, Inc.
 (11)
 S +
 9.19 %
 4,849
 4,856
 4,429
 0.14

 119,845
 120,021
 3.67

 Household Durables

 ACProducts, Inc.
 (12)
 S +
 8.84 %
 05/17/2028
 4,849
 4,838
 3,907
 0.12

 Industrial Conglomerates

 S +
 70,478
 69,870
 70,380
 2.15

 S +
 1,151
 1,113
 1,144
 0.03

 S +
 —
 ( 50)
 ( 8)
 —

 S +
 30,707
 30,261
 30,387
 0.93

 E +

 5,617
 5,728
 5,756
 0.18

 S +
 —
 ( 94)
 ( 123)
 —

 S +
 08/14/2028
 —
 ( 37)
 ( 32)
 —

 (7) (8) (11)
 S +
 04/01/2029
 45,581
 44,880
 45,430
 1.39

 (11) (19)
 S +
 04/01/2029
 0.02

 152,315
 153,620
 4.70

 Insurance Services

 Alliant Holdings Intermediate, LLC
 (12)
 S +
 7.11 %
 09/19/2031
 7,157
 7,166
 7,168
 0.22

 S +
 9.70 %
 14,813
 14,594
 14,813
 0.45

 S +
 9.70 %
 1,770
 1,757
 1,770
 0.05

 AssuredPartners, Inc.
 (12)
 S +
 7.86 %
 3,970
 3,984
 3,975
 0.12

 Fetch Insurance Services, LLC
 (6)
 Other Debt
 12.75 % (incl. 3.75 % PIK)

 12.75 %
 10/31/2027
 3,104
 3,046
 3,073
 0.09

 S +
 10/29/2030
 34,976
 34,668
 34,976
 1.07

 S +
 10/29/2030
 18,560
 18,339
 18,560
 0.57

 S +
 10/29/2029
 —
 ( 20)
 —
 —

 (6) (7) (8) (9) (11)
 S +
 51,526
 50,797
 51,526
 1.58

 S +
 20,936
 $
 20,625
 $
 20,936
 0.64
 %

 S +
 0.01

 S +
 11/24/2028
 20,115
 20,034
 20,029
 0.61

 S +
 11/24/2028
 6,650
 6,524
 6,551
 0.20

 S +
 04/14/2028
 4,195
 4,192
 4,195
 0.13

 S +
 04/14/2028
 43,375
 42,813
 43,303
 1.32

 S +
 04/16/2027
 —
 ( 1)
 —
 —

 HUB International Limited
 S +
 7.37 %
 06/20/2030
 4,963
 4,968
 4,987
 0.15

 S +
 9.50 %
 11/302029
 13,838
 13,601
 13,838
 0.42

 S +
 9.50 %
 16,981
 16,655
 16,981
 0.52

 S +
 9.50 %
 —
 ( 45)
 —
 —

 S +
 9.50 %
 —
 ( 52)
 —
 —

 (6) (7) (8) (9) (11)
 S +
 08/25/2028
 112,310
 112,310
 112,310
 3.43

 S +
 08/25/2028
 —
 —
 —
 —

 Long Term Care Group, Inc.
 (6) (7) (8) (11) (13)
 S +
 6.00 % (incl. 3.73 % PIK)

 09/08/2027
 14,648
 14,241
 12,555
 0.38

 S +
 9.48 %
 6,437
 6,360
 6,437
 0.20

 S +
 9.48 %
 10/14/2028
 24,759
 24,451
 24,759
 0.76

 S +
 9.48 %
 0.01

 S +
 22,930
 22,744
 22,930
 0.70

 S +
 24,195
 24,022
 24,174
 0.74

 S +
 11/01/2027
 —
 ( 1)
 —
 —

 S +
 18,508
 18,463
 18,508
 0.57

 S +
 54,296
 53,963
 54,296
 1.66

 USI, Inc.
 S +
 2.25 %
 6.58 %
 09/27/2030
 2,970
 2,978
 2,962
 0.09

 USI, Inc.
 S +
 2.25 %
 6.58 %
 11/22/2029
 1,980
 1,984
 1,975
 0.06

 (6) (7) (8) (9) (10)
 S +
 119,299
 117,735
 118,378
 3.62

 S +
 —
 ( 15)
 ( 21)
 —

 663,365
 666,476
 20.37

 Interactive Media & Services

 Arches Buyer, Inc.
 (12)
 S +
 7.71 %
 12/06/2027
 2,424
 2,419
 2,364
 0.07

 FMG Suite Holdings, LLC
 S +
 9.85 %
 10/30/2026
 9,258
 9,182
 9,194
 0.28

 FMG Suite Holdings, LLC
 S +
 9.85 %
 10/30/2026
 1,938
 1,920
 1,923
 0.06

 FMG Suite Holdings, LLC
 S +
 9.84 %
 10/30/2026
 —
 ( 9)
 ( 7)
 —

 Spectrio, LLC
 S +
 10.51 %
 11,375
 $
 10,901
 $
 10,468
 0.32
 %

 Spectrio, LLC
 S +
 10.51 %
 4,558
 4,368
 4,195
 0.13

 Spectrio, LLC
 S +
 10.51 %
 1,345
 1,291
 1,238
 0.04

 Triple Lift, Inc.
 S +
 10.25 %
 16,199
 15,424
 15,505
 0.47

 Triple Lift, Inc.
 S +
 10.25 %
 —
 ( 104)
 ( 73)
 —

 45,392
 44,807
 1.37

 IT Services

 (6) (7)
 S +
 12/30/2031
 16,797
 16,629
 16,629
 0.51

 S +
 12/30/2031
 —
 ( 29)
 ( 29)
 —

 S +
 12/30/2030
 —
 ( 23)
 ( 23)
 —

 Asurion, LLC
 S +
 8.61 %
 09/19/2030
 7,342
 7,329
 7,316
 0.22

 Atlas Purchaser, Inc.
 (7) (11)
 S +
 7.50 % (incl. 5.50 % PIK)

 11.33 %
 2,490
 1,596
 1,484
 0.05

 Atlas Purchaser, Inc.
 (7) (11)
 S +
 7.50 % (incl. 6.50 % PIK)

 11.33 %
 1,076
 1,076
 0.03

 S +
 9.98 %
 23,379
 22,828
 23,028
 0.70

 S +
 9.98 %
 5,260
 5,141
 5,181
 0.16

 S +
 9.98 %
 0.03

 Donuts, Inc.
 S +
 9.49 %
 12/29/2027
 20,849
 20,816
 20,807
 0.64

 Endure Digital, Inc.
 (10)
 S +
 8.09 %
 02/10/2028
 5,394
 5,337
 4,477
 0.14

 Gainwell Acquisition Corp.
 (11)
 S +
 8.43 %
 10/01/2027
 6,788
 6,804
 6,560
 0.20

 GI DI Cornfield Acquisition, LLC
 (6) (8)
 S +
 31,687
 31,276
 31,379
 0.96

 GI DI Cornfield Acquisition, LLC
 S +
 —
 ( 103)
 ( 158)
 —

 Idera, Inc.
 S +
 03/02/2029
 0.01

 S +
 10.68 %
 06/15/2029
 40,035
 39,484
 40,035
 1.22

 S +
 10.68 %
 06/15/2029
 34,154
 33,722
 34,080
 1.04

 S +
 09/30/2031
 48,980
 48,265
 48,848
 1.49

 S +
 09/30/2031
 —
 ( 122)
 ( 46)
 —

 S +
 03/31/2031
 1,520
 1,439
 1,505
 0.05

 Sedgwick Claims Management Services, Inc.
 S +
 7.59 %
 07/31/2031
 6,947
 6,971
 6,982
 0.21

 Syntax Systems, Ltd.
 (6) (7) (11) (15)
 S +
 10/27/2028
 18,610
 18,532
 18,569
 0.57

 Thrive Buyer, Inc. (Thrive Networks)
 S +
 10.78 %
 01/22/2027
 10,566
 10,479
 10,566
 0.32

 Thrive Buyer, Inc. (Thrive Networks)
 S +
 10.78 %
 01/22/2027
 6,315
 6,268
 6,315
 0.19

 Thrive Buyer, Inc. (Thrive Networks)
 S +
 10.78 %
 01/22/2027
 0.01

 S +
 08/25/2031
 5,525
 5,472
 5,525
 0.17

 S +
 08/25/2031
 —
 ( 10)
 —
 —

 S +
 08/25/2031
 —

 S +
 11,280
 $
 11,171
 $
 11,280
 0.34
 %

 S +
 —
 ( 13)
 —
 —

 S +
 C$
 0.01

 302,133
 303,414
 9.28

 Leisure Products

 Recess Holdings, Inc.
 (14)
 S +
 9.09 %
 02/20/2030
 4,987
 5,024
 5,030
 0.15

 Life Sciences Tools & Services

 Cambrex Corporation
 S +
 7.96 %
 12/04/2026
 2,416
 2,418
 2,412
 0.07

 Curia Global, Inc.
 (11)
 S +
 8.44 %
 08/30/2026
 6,789
 6,795
 6,468
 0.20

 S +
 06/27/2031
 19,847
 19,659
 19,847
 0.61

 S +
 06/27/2031
 —
 ( 25)
 —
 —

 S +
 06/27/2031
 —
 ( 27)
 —
 —

 Packaging Coordinators Midco, Inc.
 (11)
 S +
 7.84 %
 11/30/2027
 6,824
 6,836
 6,848
 0.21

 Parexel International Corporation
 (12)
 S +
 7.36 %
 11/15/2028
 6,544
 6,553
 6,582
 0.20

 42,209
 42,157
 1.29

 Machinery

 AI Aqua Merger Sub, Inc.
 (12)
 S +
 8.05 %
 07/31/2028
 6,693
 6,700
 6,693
 0.20

 S +
 38,933
 38,590
 38,669
 1.18

 S +
 —
 ( 23)
 ( 24)
 —

 S +
 7,936
 7,753
 7,907
 0.24

 S +
 —
 ( 14)
 —
 —

 Conair Holdings, LLC
 (12)
 S +
 8.22 %
 05/17/2028
 3,880
 3,882
 3,475
 0.11

 Engineered Machinery Holdings, Inc.
 (11)
 S +
 8.34 %
 05/19/2028
 5,394
 5,383
 5,425
 0.17

 Filtration Group Corporation
 (12)
 S +
 7.97 %
 10/21/2028
 4,850
 4,854
 4,882
 0.15

 Icebox Holdco III, Inc.
 (12)
 S +
 8.09 %
 3,431
 3,439
 3,452
 0.11

 Madison IAQ, LLC
 (12)
 S +
 7.89 %
 06/21/2028
 4,849
 4,846
 4,862
 0.15

 S +
 10.92 %
 7,791
 7,767
 7,791
 0.24

 S +
 10.92 %
 6,429
 6,375
 6,429
 0.20

 S +
 10.92 %
 0.01

 Pro Mach Group, Inc.
 (14)
 S +
 7.86 %
 5,000
 5,030
 5,037
 0.15

 Roper Industrial Products Investment Company, LLC
 (12)
 S +
 7.08 %
 11/22/2029
 3,970
 3,988
 3,977
 0.12

 TK Elevator US Newco, Inc.
 (12) (14)
 S +
 8.59 %
 04/30/2030
 6,852
 6,875
 6,898
 0.21

 105,659
 105,687
 3.23

 Media

 Aragorn Parent Corporation
 S +
 8.34 %
 5,814
 5,803
 5,848
 0.18

 MJH Healthcare Holdings, LLC
 S +
 7.71 %
 01/28/2029
 2,494
 2,503
 2,505
 0.08

 8,306
 8,353
 0.26

 Multi-Utilities

 S +
 12/23/2030
 48,606
 $
 47,420
 $
 48,606
 1.49
 %

 S +
 12/23/2030
 5,616
 5,508
 5,616
 0.17

 S +
 12/23/2030
 0.01

 S +
 07/24/2031
 33,937
 33,615
 33,937
 1.04

 S +
 07/24/2031
 2,979
 2,912
 2,979
 0.09

 S +
 07/24/2031
 —
 ( 35)
 —
 —

 89,630
 91,400
 2.79

 Pharmaceuticals

 (6) (9) (11) (15)
 S +
 40,811
 40,159
 39,566
 1.21

 S +
 5,972
 5,870
 5,790
 0.18

 S +
 0.01

 46,293
 45,550
 1.39

 Professional Services

 Abacus Data Holdings, Inc. (AbacusNext)
 S +
 03/10/2027
 3,913
 3,768
 3,913
 0.12

 Abacus Data Holdings, Inc. (AbacusNext)
 S +
 03/10/2027
 —
 ( 22)
 —
 —

 S +
 11/17/2031
 53,217
 52,692
 52,692
 1.61

 S +
 11/17/2031
 —
 ( 43)
 ( 44)
 —

 S +
 11/17/2031
 —
 ( 58)
 ( 58)
 —

 S +
 08/11/2031
 1,306
 1,294
 1,306
 0.04

 S +
 08/11/2031
 —
 ( 11)
 —
 —

 S +
 08/11/2031
 0.01

 S +
 12/31/2027
 18,669
 18,290
 18,527
 0.57

 S +
 12/31/2027
 24,133
 23,614
 23,919
 0.73

 S +
 10/01/2029
 3,429
 3,406
 3,429
 0.10

 S +
 10/01/2029
 3,944
 3,924
 3,944
 0.12

 S +
 10/01/2029
 —
 ( 2)
 —
 —

 (6) (7) (12)
 S +
 11/18/2031
 14,663
 14,518
 14,518
 0.44

 S +
 11/18/2031
 —
 ( 37)
 ( 37)
 —

 S +
 11/18/2031
 0.01

 Citrin Cooperman Advisors, LLC
 S +
 9.30 %
 10/01/2027
 8,604
 8,543
 8,604
 0.26

 Citrin Cooperman Advisors, LLC
 S +
 9.30 %
 10/01/2027
 14,518
 14,476
 14,518
 0.44

 ComPsych Investment Corp.
 S +
 9.38 %
 07/22/2031
 16,302
 16,224
 16,302
 0.50

 ComPsych Investment Corp.
 S +
 9.38 %
 07/22/2031
 —
 ( 11)
 —
 —

 CoreLogic, Inc.
 (12)
 S +
 7.97 %
 06/02/2028
 4,987
 4,975
 4,918
 0.15

 Crisis Prevention Institute, Inc.
 S +
 8.39 %
 04/09/2031
 18,000
 17,916
 18,000
 0.55

 Deerfield Dakota Holding, LLC
 (10)
 S +
 8.08 %
 04/09/2027
 4,848
 4,860
 4,733
 0.14

 EAB Global, Inc.
 S +
 08/16/2028
 3,960
 $
 3,958
 $
 3,969
 0.12
 %

 Employbridge Holding Company
 (11)
 S +
 9.62 %
 07/19/2028
 2,425
 2,425
 1,574
 0.05

 (6) (8) (10)
 S +
 15,949
 15,720
 15,920
 0.49

 S +
 —
 ( 27)
 —
 —

 S +
 —
 ( 39)
 —
 —

 IG Investment Holdings, LLC
 S +
 9.57 %
 33,262
 32,942
 32,942
 1.01

 IG Investment Holdings, LLC
 S +
 9.57 %
 —
 ( 36)
 ( 36)
 —

 S +
 11,035
 10,813
 10,981
 0.34

 S +
 3,758
 3,623
 3,708
 0.11

 S +
 —
 ( 57)
 ( 15)
 —

 (6) (7) (8) (17)
 P +
 23,644
 23,319
 17,362
 0.53

 (6) (17)
 P +
 4,624
 4,554
 3,396
 0.10

 (6) (17)
 P +
 1,098
 1,087
 0.02

 Mermaid Bidco, Inc.
 (14)
 S +
 7.80 %
 07/03/2031
 4,000
 4,015
 4,018
 0.12

 S +
 05/02/2029
 12,023
 11,940
 12,023
 0.37

 S +
 05/02/2028
 0.01

 Tidal Waste & Recycling Holdings, LLC
 (14)
 S +
 7.83 %
 10/24/2031
 2,000
 2,007
 2,011
 0.06

 S +
 11/21/2031
 7,727
 7,651
 7,651
 0.23

 S +
 11/21/2031
 —
 ( 38)
 ( 38)
 —

 S +
 11/21/2031
 —
 ( 20)
 ( 20)
 —

 S +
 05/06/2031
 33,091
 32,628
 32,757
 1.00

 S +
 05/06/2031
 1,398
 1,350
 1,359
 0.04

 S +
 05/06/2030
 —
 ( 47)
 ( 36)
 —

 347,113
 340,554
 10.41

 Real Estate Management & Development

 S +
 11.32 %
 10,893
 10,884
 10,893
 0.33

 S +
 11.32 %
 —

 S +
 11.32 %
 0.01

 S +
 68,783
 68,620
 68,735
 2.10

 S +
 0.02

 S +
 0.01

 Pritchard Industries, LLC
 S +
 10.29 %
 10/13/2027
 10,721
 10,579
 10,593
 0.32

 Pritchard Industries, LLC
 S +
 10.29 %
 10/13/2027
 2,563
 2,529
 2,533
 0.08

 (6) (10) (15)
 S +
 11.01 %
 38,869
 38,832
 38,830
 1.19

 S +
 11.01 %
 —
 —
 ( 4)
 —

 132,875
 133,074
 4.07

 Alert Media, Inc.
 S +
 6.75 % (incl 5.75 % PIK)

 11.08 %
 04/12/2027
 22,079
 $
 21,731
 $
 21,756
 0.67
 %

 Alert Media, Inc.
 S +
 6.75 % (incl 5.75 % PIK)

 11.08 %
 04/12/2027
 10,000
 9,817
 9,833
 0.30

 Alert Media, Inc.
 S +
 6.75 % (incl 5.75 % PIK)

 11.08 %
 04/12/2027
 —
 ( 45)
 ( 44)
 —

 Anaplan, Inc.
 S +
 06/21/2029
 80,774
 79,876
 80,475
 2.46

 S +
 12,956
 12,914
 12,956
 0.40

 S +
 —
 ( 27)
 —
 —

 S +
 —

 Apryse Software Corp.
 S +
 07/15/2027
 13,897
 13,897
 13,880
 0.42

 Applied Systems, Inc.
 S +
 7.33 %
 02/24/2031
 3,980
 3,998
 4,016
 0.12

 S +
 07/01/2031
 21,837
 21,629
 21,837
 0.67

 S +
 07/01/2031
 —
 ( 25)
 —
 —

 S +
 07/01/2030
 —
 ( 35)
 —
 —

 Astra Acquisition Corp.
 (12)
 S +
 10.20 %
 02/25/2028
 0.02

 Astra Acquisition Corp.
 (12)
 S +
 10.20 %
 10/25/2028
 1,186
 —

 (6) (8) (10)
 S +
 07/14/2031
 34,200
 33,875
 34,200
 1.05

 S +
 07/14/2031
 —
 ( 76)
 —
 —

 S +
 07/14/2031
 —
 ( 61)
 —
 —

 S +
 10.32 %
 05/14/2029
 23,763
 23,424
 23,763
 0.73

 S +
 10.32 %
 05/15/2028
 —
 ( 19)
 —
 —

 Central Parent, Inc.
 (14)
 S +
 7.58 %
 07/06/2029
 3,990
 3,995
 3,931
 0.12

 CLEO Communications Holding, LLC
 S +
 9.96 %
 06/09/2027
 17,013
 16,898
 17,013
 0.52

 CLEO Communications Holding, LLC
 S +
 9.96 %
 06/09/2027
 —
 ( 36)
 —
 —

 Cloud Software Group, Inc.
 (12)
 S +
 7.83 %
 03/30/2029
 4,442
 4,424
 4,452
 0.14

 Cloudera, Inc.
 (12)
 S +
 8.21 %
 10/08/2028
 5,431
 5,400
 5,409
 0.17

 Clover Holdings 2, LLC
 (14)
 S +
 8.43 %
 12/09/2031
 5,000
 4,994
 5,050
 0.15

 Clover Holdings SPV III, LLC
 15.00 %
 12/18/2027
 0.01

 S +
 02/27/2030
 20,922
 20,504
 20,828
 0.64

 S +
 02/27/2030
 —
 ( 7)
 ( 4)
 —

 S +
 02/27/2029
 —
 ( 10)
 ( 3)
 —

 S +
 6.25 % (incl. 2.25 % PIK)

 62,363
 61,099
 62,363
 1.91

 S +
 6.25 % (incl. 2.25 % PIK)

 —
 ( 78)
 —
 —

 S +
 08/02/2030
 73,157
 72,652
 73,157
 2.24

 S +
 08/02/2030
 —
 ( 72)
 —
 —

 S +
 08/02/2030
 —
 $
 ( 48)
 $
 —
 —
 %

 S +
 10.70 %
 36,747
 36,045
 36,600
 1.12

 S +
 10.70 %
 —
 ( 70)
 ( 17)
 —

 ECI Macola Max Holding, LLC
 (11)
 S +
 7.58 %
 05/09/2030
 4,850
 4,855
 4,891
 0.15

 Epicor Software Corporation
 (11)
 S +
 7.11 %
 05/30/2031
 5,169
 5,184
 5,203
 0.16

 S +
 07/02/2031
 64,438
 64,133
 64,438
 1.97

 S +
 07/02/2031
 7,157
 7,098
 7,157
 0.22

 S +
 07/02/2031
 —
 ( 34)
 —
 —

 S +
 58,218
 57,441
 57,852
 1.77

 S +
 5,817
 5,623
 5,671
 0.17

 S +
 1,169
 1,018
 1,095
 0.03

 S +
 12.91 %
 19,976
 19,462
 19,976
 0.61

 S +
 12.91 %
 12,137
 11,645
 12,137
 0.37

 S +
 12.91 %
 —
 ( 27)
 —
 —

 Go To Group, Inc.
 S +
 9.30 %
 4,797
 4,118
 3,357
 0.10

 S +
 5.75 % (incl. 2.25 % PIK)

 01/17/2031
 62,718
 62,185
 62,718
 1.92

 S +
 5.75 % (incl. 2.25 % PIK)

 01/17/2031
 12,873
 12,788
 12,871
 0.39

 S +
 5.75 % (incl. 2.25 % PIK)

 01/17/2031
 —
 ( 74)
 —
 —

 S +
 62,556
 62,364
 62,556
 1.91

 S +
 0.03

 S +
 —
 ( 20)
 —
 —

 Hootsuite, Inc.
 (6) (15)
 S +
 05/22/2030
 18,806
 18,545
 18,640
 0.57

 Hootsuite, Inc.
 (6) (15) (19)
 S +
 05/22/2030
 —
 ( 28)
 ( 18)
 —

 Icefall Parent, Inc.
 S +
 01/25/2030
 25,949
 25,490
 25,541
 0.78

 Icefall Parent, Inc.
 S +
 01/25/2030
 —
 ( 42)
 ( 39)
 —

 Ivanti Software, Inc.
 (12)
 S +
 9.12 %
 2,431
 2,433
 1,665
 0.05

 S +
 52,656
 52,105
 52,656
 1.61

 S +
 0.02

 S +
 0.02

 S +
 06/24/2029
 36,984
 36,516
 36,984
 1.13

 S +
 06/24/2029
 0.03

 S +
 06/24/2028
 1,875
 1,815
 1,875
 0.06

 LogRhythm, Inc.
 S +
 07/02/2029
 6,818
 6,629
 6,694
 0.20

 LogRhythm, Inc.
 S +
 07/02/2029
 —
 ( 18)
 ( 12)
 —

 Magenta Buyer, LLC
 (11)
 S +
 9.85 %
 07/27/2028
 4,875
 4,863
 1,462
 0.04

 McAfee, LLC
 S +
 7.37 %
 03/01/2029
 4,975
 $
 4,975
 $
 4,974
 0.15
 %

 Mediaocean, LLC
 (12) (14)
 S +
 7.96 %
 3,940
 3,947
 3,950
 0.12

 S +
 07/22/2029
 32,204
 31,818
 32,204
 0.98

 P +
 11.50 %
 07/22/2028
 0.02

 Nasuni Corporation
 S +
 09/10/2030
 21,552
 21,241
 21,552
 0.66

 Nasuni Corporation
 S +
 09/10/2030
 —
 ( 64)
 —
 —

 S +
 25,305
 25,139
 25,143
 0.77

 S +
 —
 ( 10)
 ( 10)
 —

 S +
 11,724
 11,622
 11,623
 0.36

 S +
 6,791
 6,711
 6,699
 0.20

 S +
 —
 ( 8)
 ( 11)
 —

 S +
 18,101
 17,923
 17,923
 0.55

 E +

 6,663
 7,167
 6,832
 0.21

 SA +
 10.20 %

 2,221
 2,861
 2,754
 0.08

 S +
 —
 ( 26)
 ( 26)
 —

 PDFTron Systems, Inc.
 S +
 07/15/2026
 1,100
 1,100
 1,096
 0.03

 Polaris Newco, LLC
 (12)
 S +
 8.85 %
 06/02/2028
 4,850
 4,861
 4,855
 0.15

 S +
 3,743
 3,742
 3,733
 0.11

 S +
 —

 S +
 —
 —
 ( 1)
 —

 Project Leopard Holdings, Inc.
 (7) (8) (12) (15)
 S +
 9.94 %
 22,854
 21,662
 20,397
 0.62

 Proofpoint, Inc.
 (12)
 S +
 7.36 %
 7,041
 7,035
 7,070
 0.22

 Quartz Acquireco, LLC
 S +
 7.08 %
 06/28/2030
 4,950
 4,961
 4,981
 0.15

 Quest Software US Holdings, Inc.
 P +
 10.75 %
 3,910
 3,892
 2,476
 0.08

 Red Planet Borrower, LLC
 (12)
 S +
 7.96 %
 4,850
 4,859
 4,762
 0.15

 Reorganized Mobileum Acquisition Co, LLC
 S +
 6.00 % (incl. 5.00 % PIK)

 10.45 %
 09/11/2029
 4,796
 4,796
 4,796
 0.15

 S +
 10.49 %
 14,327
 13,816
 13,354
 0.41

 S +
 10.49 %
 0.02

 S +
 9.55 %
 30,600
 30,116
 30,367
 0.93

 S +
 9.55 %
 23,549
 23,108
 23,329
 0.71

 S +
 9.55 %
 —
 ( 70)
 ( 34)
 —

 (6) (7) (12)
 S +
 12/17/2031
 18,054
 17,875
 17,875
 0.55

 S +
 12/17/2031
 —
 ( 22)
 ( 22)
 —

 S +
 12/17/2031
 —
 ( 22)
 ( 22)
 —

 S +
 7.00 % (incl. 3.75 % PIK)

 12.34 %
 30,014
 $
 29,269
 $
 27,358
 0.84
 %

 S +
 7.00 % (incl. 3.75 % PIK)

 12.34 %
 ( 5)
 ( 356)

 Sophia, L.P.
 (12)
 S +
 7.36 %
 10/09/2029
 4,339
 4,337
 4,364
 0.13

 S +
 02/19/2030
 11,086
 11,026
 11,028
 0.34

 S +
 02/19/2030
 2,156
 2,134
 2,134
 0.07

 S +
 02/19/2030
 —
 ( 11)
 ( 11)
 —

 S +
 02/19/2026
 —
 ( 4)
 ( 6)
 —

 UKG, Inc.
 S +
 7.33 %
 02/10/2031
 4,975
 4,986
 5,007
 0.15

 Veritas US, Inc.
 P +
 11.50 %
 19.25 %
 12/09/2029
 0.03

 Vision Solutions, Inc.
 (12)
 S +
 8.85 %
 04/24/2028
 4,850
 4,849
 4,767
 0.15

 1,251,407
 1,250,178
 38.22

 Specialty Retail

 Les Schwab Tire Centers
 (12)
 S +
 7.36 %
 04/23/2031
 6,847
 6,853
 6,875
 0.21

 Textiles, Apparel & Luxury Goods

 Varsity Brands, Inc.
 (14)
 S +
 8.27 %
 08/26/2031
 3,000
 3,011
 3,001
 0.09

 Trading Companies & Distributors

 Spin Holdco, Inc.
 (11)
 S +
 03/04/2028
 4,849
 4,856
 4,072
 0.12

 White Cap Buyer, LLC
 S +
 10/19/2029
 2,444
 2,446
 2,446
 0.07

 7,302
 6,518
 0.20

 Transportation Infrastructure

 Brown Group Holding, LLC
 (12)
 S +
 2.50 %
 07/01/2031
 4,975
 4,981
 4,986
 0.15

 KKR Apple Bidco, LLC
 (12)
 S +
 7.22 %
 4,850
 4,846
 4,872
 0.15

 9,827
 9,858
 0.30

 Wireless Telecommunication Services

 CCI Buyer, Inc.
 (11)
 S +
 8.33 %
 4,889
 4,852
 4,887
 0.15

 S +
 9.78 %
 13,514
 13,346
 13,514
 0.41

 S +
 9.78 %
 0.03

 S +
 9.78 %
 0.02

 19,531
 19,791
 0.61

 Total Debt Investments
 $
 6,045,815
 $
 6,020,987
 184.06
 %

 Acquisition Date

 Equity Investments

 Aerospace & Defense

 PCX Holding Corp.
 1,154
 —

 Acquisition Date

 Automobile Components

 Shelby Co-invest, LP (Spectrum Automotive)
 1,500
 $
 $
 0.01
 %

 Wheel Pros, LLC
 (16) (18)
 12/02/2024
 10,032
 1,655
 1,655
 0.05

 1,883
 1,913
 0.06

 Commercial Services & Supplies

 0.01

 Procure Acquiom Financial, LLC (Procure Analytics)
 500,000
 0.02

 Surewerx Topco, LP
 (6) (15) (16) (18)
 12/28/2022
 0.02

 1,232
 1,468
 0.04

 Containers & Packaging

 BP Purchaser, LLC
 1,383,156
 0.02

 BP Purchaser, LLC Rights
 1,666,989
 —

 12.25 %
 06/24/2022
 4,000,000
 5,064
 3,920
 0.12

 6,018
 4,662
 0.14

 Distributors

 (6) (7) (9) (16) (18)
 11/01/2024
 7,205
 —
 —
 —

 Diversified Consumer Services

 Eclipse Topco, Inc.
 12.50 % PIK

 09/05/2024
 3,048
 3,036
 0.09

 LUV Car Wash
 12/06/2022
 1,383
 1,331
 0.03

 4,379
 3,969
 0.12

 Electrical Equipment

 Sparkstone Electrical Group
 10/15/2024
 1,500
 —

 SDB Holdco, LLC
 03/29/2024
 14,561,479
 —
 —
 —

 Suveto Buyer, LLC
 (6) (15) (16) (18)
 3,398
 0.01

 6.00 % PIK

 03/29/2024
 7,065,190
 4,798
 2,462
 0.08

 5,104
 2,792
 0.09

 Insurance Services

 09/01/2022
 9,880
 0.02

 Frisbee Holdings, LP (Fetch)
 10/31/2022
 33,276
 0.02

 10.50 %
 1,013
 0.03

 1,710
 2,123
 0.06

 IT Services

 CSC Thrive Holdings, LP (Thrive Networks)
 54,103
 0.01

 Professional Services

 Abacus Data Holdings, Inc. (AbacusNext)
 21,459
 0.01

 05/03/2024
 8,848
 —

 Acquisition Date

 10.00 %
 05/03/2024
 875,952
 $
 $
 1,060
 0.03
 %

 1,277
 1,357
 0.04

 Real Estate Management & Development

 Pritchard Industries, LLC
 10/13/2021
 332,248
 0.01

 Cohesity Global, Inc.
 (16)
 12/09/2024
 18,617
 0.01

 11/27/2023
 45,080
 1,520
 3,630
 0.11

 Knockout Intermediate Holdings I, Inc.
 06/25/2022
 9,990
 13,135
 13,549
 0.41

 Reorganized Mobileum Grandparent, LLC
 09/12/2024
 234,896
 —
 —
 —

 S +
 10.00 %
 12/14/2021
 2,951
 4,076
 4,281
 0.13

 Reveal Data Solutions
 08/29/2023
 861,539
 1,122
 1,413
 0.04

 RSK Holdings, Inc. (Riskonnect)
 S +
 10.50 %
 07/07/2022
 10,679,200
 15,031
 15,591
 0.48

 35,266
 38,846
 1.19

 Total Equity Investments
 $
 57,745
 $
 58,032
 1.77
 %

 Total Portfolio Investments
 $
 $
 185.84
 %

 Investments non - controlled/non - affiliated

 Cash and Cash Equivalents

 J.P. Morgan US Government Money Market Fund

 $
 58,216
 $
 58,216
 1.78
 %

 Cash

 159,788
 159,788
 4.88

 Total Cash and Cash Equivalents

 $
 218,004
 $
 218,004
 6.66
 %

 Total Portfolio Investments, Cash and Cash Equivalents

 $
 6,321,564
 $
 6,297,023
 192.50
 %

 Interest Rate Swaps(a)(b)

 Counterparty
 Hedged Instrument
 Company Receives
 Company Pays
 Notional Amount
 Upfront Payments / Receipts
 Change in Unrealized Appreciation(Depreciation)

 Series A 2026 Notes
 8.10 %
 S +
 4.34 %
 03/16/2026
 $
 $
 ( 1,086)
 $
 —
 $
 ( 1,086)

 Series A 2028 Notes
 8.13 %
 S +
 4.56 %
 03/16/2028
 ( 2,520)
 —
 ( 2,520)

 Series B 2026 Notes
 8.84 %
 S +
 5.13 %
 08/10/2026
 ( 827)
 —
 ( 827)

 Series B 2028 Notes
 8.88 %
 S +
 5.30 %
 08/10/2028
 ( 2,508)
 —
 ( 2,508)

 Series C 2027 Notes
 8.92 %
 S +
 4.49 %
 03/01/2027
 —
 ( 1,724)

 Series C 2029 Notes
 9.07 %
 S +
 4.77 %
 03/01/2029
 —
 ( 4,145)

 MUFG Bank, Ltd.
 Series D 2027 Notes
 6.84 %
 S +
 3.10 %
 ( 860)
 —
 ( 860)

 MUFG Bank, Ltd.
 Series D 2029 Notes
 6.91 %
 S +
 3.385 %
 08/05/2029
 ( 3,864)
 —
 ( 3,864)

 $
 1,185,000
 $
 ( 9,984)
 $
 —
 $
 ( 17,534)

 (a) Contains a variable rate structure. Bears interest at a rate determined by SOFR ("S").
 (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 in the Consolidated Statements of Operations. For further details, see Note 2 "Significant Accounting Policies" and Note 6 "Debt".

 (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 ING 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 (the "Valuation Designee"), under the supervision of the Company's Board of Directors (the "Board of Directors" or "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 JPM (as defined below). See Note 6 "Debt".

 (8)

 Assets or a portion thereof are pledged as collateral for the Wells Fargo Funding Facility (as defined below). See Note 6 "Debt".

 (9)

 Assets or a portion thereof are pledged as collateral for the CBNA Facility (as defined below). See Note 6 "Debt".

 (10)

 Loan includes interest rate floor of 1.00 %.

 (11)
 Loan includes interest rate floor of 0.75 %

 (12)
 Loan includes interest rate floor of 0.50 %

 (13)

 The investment includes an exit fee that is receivable upon certain conditions being met. See Note 2 "Significant Accounting Policies".

 (14)

 Position or portion thereof unsettled as of December 31, 2024.

 (15)

 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 6.40 % of total assets as calculated in accordance with regulatory requirements.

 (16)

 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 $ 58,032 or 1.77 % of the Company's net assets. The initial acquisition dates have been included for such securities.

 (17)

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

 (18)

 Non-income producing security.

 (19)
 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 started. See below for more information on the Company's unfunded commitments as of December 31, 2024

 $
 4,057
 $
 ( 1,436)

 1,032
 ( 4)

 08/23/2026
 2,158
 —

 12/23/2030
 4,975
 —

 Abacus Data Holdings, Inc. (AbacusNext)
 03/10/2027
 —

 11/15/2026
 8,869
 ( 44)

 11/17/2031
 5,913
 ( 58)

 09/14/2026
 1,191
 —

 Alert Media, Inc.
 04/12/2027
 3,870
 ( 44)

 06/17/2026
 1,879
 —

 3,500
 ( 24)

 05/23/2026
 3,127
 ( 33)

 05/23/2030
 ( 10)

 10/24/2029
 1,819
 —

 5,859
 ( 29)

 12/30/2030
 2,344
 ( 23)

 03/31/2025
 2,125
 —

 06/28/2026
 1,465
 —

 —

 1,600
 ( 14)

 01/30/2026
 3,222
 ( 5)

 5,903
 ( 8)

 Arcoro Holdings Corp.
 8,609
 ( 63)

 05/22/2027
 5,345
 —

 07/26/2030
 3,818
 —

 08/09/2026
 2,245
 —

 08/11/2031
 —

 Assembly Intermediate, LLC
 —

 —

 —

 12/09/2028
 1,360
 —

 07/12/2026
 16,286
 —

 07/14/2031
 6,514
 —

 2,242
 —

 05/15/2028
 1,733
 —

 Bradyplus Holdings, LLC
 10/31/2025
 1,026
 —

 06/03/2026
 2,293
 ( 26)

 05/11/2026
 $
 $
 —

 10/01/2029
 —

 CLEO Communications Holding, LLC
 06/09/2027
 5,358
 —

 01/29/2026
 8,971
 ( 106)

 01/29/2030
 4,309
 ( 51)

 2,206
 —

 08/27/2031
 —

 4,044
 ( 123)

 11/18/2026
 7,438
 ( 37)

 11/18/2031
 2,975
 ( 29)

 1,727
 ( 26)

 06/07/2026
 3,423
 —

 —

 08/31/2025
 11,574
 ( 17)

 —

 Citrin Cooperman Advisors, LLC
 12/13/2025
 —

 ComPsych Investment Corp.
 07/23/2027
 4,667
 —

 05/10/2026
 5,298
 ( 30)

 05/12/2031
 1,413
 ( 8)

 08/27/2025
 ( 4)

 02/27/2029
 ( 3)

 3,832
 —

 04/30/2026
 10,706
 —

 08/02/2030
 7,137
 —

 Drivecentric Holdings, LLC
 4,059
 ( 3)

 11/20/2026
 2,020
 ( 10)

 5,478
 —

 4,354
 ( 17)

 08/14/2025
 11,946
 —

 5,973
 —

 09/06/2026
 1,417
 —

 09/06/2031
 —

 10/31/2026
 ( 2)

 12/20/2026
 4,872
 ( 12)

 11/23/2027
 2,695
 ( 10)

 05/24/2026
 1,981
 ( 18)

 1,918
 ( 23)

 06/17/2026
 5,154
 —

 06/17/2030
 3,222
 —

 07/02/2026
 $
 11,101
 $
 —

 07/02/2031
 7,303
 —

 05/01/2025
 1,032
 ( 11)

 05/01/2026
 12,000
 ( 112)

 08/14/2028
 3,095
 ( 32)

 1,138
 ( 121)

 FMG Suite Holdings, LLC
 10/30/2026
 ( 8)

 06/24/2025
 9,627
 —

 10/15/2027
 1,169
 —

 FPG Intermediate Holdco, LLC
 12/31/2025
 —

 03/30/2026
 17,485
 ( 110)

 10,519
 ( 66)

 10/29/2029
 4,283
 —

 08/25/2025
 16,967
 —

 02/23/2026
 3,352
 —

 05/01/2026
 10,125
 —

 06/30/2026
 1,125
 —

 1,118
 —

 10/04/2026
 17,742
 ( 135)

 1,723
 ( 13)

 GI DI Cornfield Acquisition, LLC
 05/31/2026
 16,333
 ( 158)

 10/02/2026
 3,668
 —

 2,934
 —

 03/26/2026
 3,028
 —

 5,318
 —

 02/06/2026
 4,235
 —

 3,265
 —

 11/14/2026
 1,300
 ( 13)

 —

 01/17/2026
 1,383
 ( 2)

 01/17/2031
 8,771
 —

 06/28/2026
 10,055
 —

 4,190
 —

 04/02/2027
 5,302
 —

 04/02/2031
 1,563
 —

 06/28/2026
 3,759
 —

 06/28/2030
 3,031
 —

 1,298
 —

 02/10/2025
 10,016
 ( 70)

 $
 4,053
 $
 ( 1)

 Hercules Borrower, LLC
 04/05/2026
 29,963
 ( 96)

 Hercules Borrower, LLC
 04/17/2025
 2,176
 ( 670)

 03/27/2026
 16,321
 ( 70)

 02/04/2025
 —

 03/11/2026
 21,972
 ( 73)

 04/16/2027
 —

 Hootsuite, Inc.
 05/22/2030
 2,100
 ( 18)

 09/19/2029
 3,699
 —

 IG Investment Holdings, LLC
 3,736
 ( 36)

 Icefall Parent, Inc.
 01/25/2030
 2,471
 ( 39)

 09/20/2026
 1,884
 —

 1,166
 —

 11/10/2025
 3,386
 —

 07/24/2026
 10,025
 —

 3,308
 —

 08/25/2028
 1,097
 —

 06/03/2026
 2,531
 ( 7)

 06/03/2031
 ( 3)

 04/02/2025
 —

 2,883
 —

 Jonathan Acquisition Company
 1,579
 —

 08/01/2025
 4,659
 ( 23)

 07/17/2026
 1,912
 ( 9)

 3,040
 ( 15)

 06/23/2025
 2,339
 —

 2,358
 —

 10/01/2025
 1,890
 —

 —

 LeadVenture, Inc.
 2,196
 ( 8)

 06/24/2028
 3,984
 —

 06/01/2025
 1,041
 —

 02/03/2027
 —

 LogRhythm, Inc.
 07/02/2029
 ( 12)

 08/29/2026
 1,869
 —

 —

 —

 09/04/2026
 6,786
 ( 3)

 5,176
 ( 4)

 06/05/2025
 $
 9,516
 $
 ( 65)

 12/05/2029
 7,930
 ( 54)

 ( 20)

 06/14/2025
 5,023
 —

 09/14/2028
 4,800
 —

 10/16/2025
 3,560
 —

 1,651
 —

 06/26/2026
 5,429
 —

 06/27/2031
 2,896
 —

 07/22/2028
 3,074
 —

 11/15/2026
 4,079
 ( 19)

 11/15/2031
 4,079
 ( 40)

 Nasuni Corporation
 09/10/2030
 4,490
 —

 1,579
 ( 10)

 02/01/2025
 3,903
 ( 34)

 1,241
 ( 11)

 2,665
 ( 26)

 Orion Group Holdco, LLC
 04/29/2026
 2,286
 ( 16)

 PDFTron Systems, Inc.
 07/15/2026
 2,200
 ( 3)

 02/01/2026
 3,789
 ( 20)

 02/03/2031
 3,754
 ( 20)

 PMA Parent Holdings, LLC
 01/31/2031
 ( 3)

 04/08/2026
 4,240
 —

 06/01/2029
 10,788
 —

 —

 04/23/2026
 ( 3)

 11/01/2027
 —

 04/24/2027
 ( 1)

 —

 ( 1)

 10/31/2026
 1,005
 ( 5)

 12/20/2028
 —

 Project Accelerate Parent, LLC
 02/24/2031
 4,813
 —

 05/02/2028
 —

 Project Potter Buyer, LLC
 04/23/2026
 —

 05/24/2026
 4,670
 —

 05/24/2030
 2,197
 —

 RFS Opco, LLC
 04/04/2029
 21,320
 ( 83)

 11/01/2025
 3,332
 —

 $
 1,217
 $
 —

 04/01/2029
 2,791
 ( 9)

 Raven Acquisition Holdings, LLC
 11/19/2026

 02/05/2026
 ( 4)

 ( 15)

 03/30/2027
 16,890
 ( 46)

 03/31/2031
 4,110
 ( 11)

 03/01/2026
 5,249
 ( 40)

 4,463
 ( 34)

 ( 4)

 09/18/2026
 2,216
 —

 09/18/2031
 —

 12/17/2026
 4,486
 ( 22)

 12/17/2031
 2,243
 ( 22)

 05/31/2026
 22,051
 ( 174)

 06/02/2031
 13,231
 ( 105)

 5,281
 ( 467)

 12/08/2027
 2,978
 —

 02/18/2025
 1,071
 —

 —

 06/05/2026
 3,067
 ( 98)

 4,173
 ( 134)

 10/15/2026
 2,125
 ( 15)

 10/15/2031
 1,063
 ( 15)

 03/24/2026
 ( 2)

 ( 2)

 04/25/2026
 2,250
 ( 5)

 1,250
 —

 8,299
 —

 3,675
 —

 12/28/2025
 —

 12/28/2028
 —

 Suveto
 09/09/2027
 ( 5)

 Suveto Buyer, LLC
 11/15/2026
 ( 3)

 06/30/2027
 —

 3,375
 —

 11/22/2025
 ( 4)

 1,867
 ( 37)

 Thrive Buyer, Inc. (Thrive Networks)
 01/22/2027
 —

 06/19/2025
 $
 2,961
 $
 ( 5)

 2,132
 ( 4)

 08/20/2026
 4,318
 —

 08/20/2030
 2,591
 —

 4,336
 ( 63)

 Triple Lift, Inc.
 1,714
 ( 73)

 12/20/2026
 2,193
 ( 11)

 02/19/2026
 1,071
 ( 6)

 10/09/2025
 5,000
 ( 14)

 08/20/2027
 ( 2)

 11/22/2026
 7,727
 ( 38)

 11/21/2031
 2,045
 ( 20)

 08/23/2026
 2,125
 —

 08/25/2031
 —

 ( 46)

 —

 03/29/2026
 —

 10/05/2025
 41,821
 ( 263)

 05/24/2028
 ( 3)

 09/27/2026
 5,588
 —

 11/08/2026
 3,334
 ( 24)

 05/06/2030
 3,538
 ( 36)

 10/01/2026
 1,229
 ( 6)

 —

 07/24/2026
 8,333
 —

 07/24/2031
 3,771
 —

 08/15/2026
 2,685
 —

 1,305
 —

 ( 21)

 06/01/2025
 3,727
 —

 2,795
 —

 3,789
 ( 4)

 —

 Total First Lien Debt Unfunded Commitments
 $
 1,035,399
 $
 ( 6,633)

 Total Unfunded Commitments
 $
 1,035,399
 $
 ( 6,633)

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

 Aerospace & Defense

 KKR Apple Bidco, LLC
 (10)
 S +
 8.22 %
 4,900
 $
 4,895
 $
 4,890
 0.21
 %

 S +
 11.13 %
 09/14/2029
 21,330
 20,962
 21,330
 0.93

 S +
 11.13 %
 09/14/2029
 1,842
 1,782
 1,842
 0.08

 S +
 11.13 %
 09/14/2028
 —
 ( 50)
 —
 —

 27,589
 28,062
 1.22

 Air Freight & Logistics

 AGI-CFI Holdings, Inc.
 S +
 11.18 %
 06/11/2027
 50,905
 50,138
 50,534
 2.19

 S +
 10.54 %
 11,030
 10,924
 10,507
 0.46

 S +
 10.41 %
 0.02

 P +
 12.50 %
 12/30/2025
 0.02

 S +
 0.03

 S +
 —

 S +
 11.72 %
 —

 62,791
 62,708
 2.72

 Automobile Components

 Continental Battery Company
 S +
 6.75 % (incl. 4.08 % PIK)

 12.28 %
 01/20/2027
 6,204
 6,122
 5,164
 0.22

 Les Schwab Tire Centers
 (10)
 S +
 11/02/2027
 4,899
 4,903
 4,893
 0.21

 S +
 11.78 %
 11,195
 10,908
 11,157
 0.48

 S +
 11.78 %
 —
 ( 46)
 ( 13)
 —

 S +
 11.73 %
 0.02

 S +
 12.28 %
 08/05/2028
 33,453
 32,776
 33,453
 1.45

 S +
 12.27 %
 08/05/2028
 2,362
 2,241
 2,362
 0.10

 S +
 12.28 %
 —
 ( 112)
 —
 —

 57,191
 57,446
 2.49

 Automobiles

 S +
 02/28/2025
 14,087
 13,973
 13,952
 0.61

 Turbo Buyer, Inc.
 S +
 11.59 %
 12/02/2025
 0.04

 Summit Buyer, LLC
 S +
 11.19 %
 01/14/2026
 11,213
 10,748
 10,331
 0.45

 Summit Buyer, LLC
 P +
 13.25 %
 01/14/2026
 —
 ( 63)
 ( 71)
 —

 25,596
 25,178
 1.09

 Beverages

 Triton Water Holdings, Inc.
 (10)
 S +
 4,900
 4,881
 4,848
 0.21

 Biotechnology

 S +
 11.22 %
 04/27/2027
 7,926
 7,872
 7,896
 0.34

 S +
 11.13 %
 04/27/2027
 4,412
 $
 4,385
 $
 4,395
 0.19
 %

 12,257
 12,291
 0.53

 Broadline Retail

 PUG, LLC
 S +
 02/12/2027
 4,898
 4,894
 4,810
 0.21

 Building Products

 ACProducts, Inc.
 (10)
 S +
 05/17/2028
 4,899
 4,885
 4,286
 0.19

 Chamberlain Group, Inc.
 (10)
 S +
 11/03/2028
 3,920
 3,916
 3,907
 0.17

 Icebox Holdco III, Inc.
 (10)
 S +
 2,458
 2,461
 2,437
 0.11

 White Cap Buyer, LLC
 S +
 2,456
 2,459
 2,460
 0.11

 13,721
 13,090
 0.57

 Chemicals

 Olympus Water US Holding Corporation
 (10)
 S +
 11/09/2028
 2,940
 2,943
 2,931
 0.13

 (5) (6) (7) (9)
 S +
 53,914
 52,839
 52,026
 2.26

 S +
 3,085
 2,920
 2,904
 0.13

 (9) (14)
 S +
 0.02

 S +
 14,562
 14,340
 14,269
 0.62

 S +
 0.03

 74,319
 73,331
 3.18

 Commercial Services & Supplies

 Allied Universal Holdco, LLC
 (10)
 S +
 05/12/2028
 6,860
 6,852
 6,823
 0.30

 (5) (6) (8) (11)
 S +
 12.51 %
 12/09/2029
 13,852
 13,480
 13,852
 0.60

 (5) (8) (11) (14)
 S +
 12.51 %
 12/09/2028
 —
 ( 32)
 —
 —

 BPG Holdings IV Corp.
 S +
 07/29/2029
 16,677
 15,710
 16,286
 0.71

 DG Investment Intermediate Holdings 2, Inc.
 (10)
 S +
 9.22 %
 4,414
 4,417
 4,367
 0.19

 Employbridge Holding Company
 (10)
 S +
 10.41 %
 07/19/2028
 2,450
 2,450
 1,997
 0.09

 S +
 7,297
 7,213
 7,210
 0.31

 S +
 0.03

 S +
 0.02

 (5) (6) (8) (11)
 S +
 8,797
 8,661
 8,744
 0.38

 (5) (8) (11)
 S +
 2,063
 2,030
 2,050
 0.09

 (5) (8) (11) (14)
 S +
 —
 ( 11)
 ( 5)
 —

 S +
 11.88 %
 12,191
 11,914
 12,069
 0.52

 S +
 11.88 %
 12,381
 11,976
 12,151
 0.53

 S +
 1,330
 1,279
 1,307
 0.06

 S +
 15,756
 15,333
 15,333
 0.67

 S +
 0.01

 S +
 —
 ( 59)
 ( 59)
 —

 LHS Borrower, LLC
 (10)
 S +
 10.07 %
 2,451
 2,417
 2,209
 0.10

 (5) (6) (8)(11)
 S +
 12.51 %
 12/09/2029
 21,797
 $
 21,364
 $
 21,364
 0.93
 %

 PECF USS Intermediate Holding III Corporation
 (10)
 S +
 9.89 %
 4,900
 4,910
 3,796
 0.16

 S +
 12/08/2028
 6,992
 6,884
 6,987
 0.30

 S +
 12/08/2028
 —
 ( 15)
 ( 1)
 —

 S +
 12/08/2027
 —
 ( 11)
 —
 —

 SITEL Worldwide Corporation
 S +
 9.22 %
 08/28/2028
 4,900
 4,914
 4,694
 0.20

 (5) (6) (9) (11)
 S +
 2,012
 1,958
 2,012
 0.09

 S +
 —
 ( 7)
 —
 —

 S +
 12.11 %
 12/28/2028
 0.01

 S +
 11.23 %
 11/30/2026
 4,552
 4,485
 3,469
 0.15

 S +
 11.28 %
 15,256
 15,022
 14,890
 0.65

 S +
 11.26 %
 0.02

 S +
 11.28 %
 —
 ( 35)
 ( 59)
 —

 TruGreen Limited Partnership
 (10)
 S +
 11/02/2027
 4,899
 4,863
 4,723
 0.20

 USIC Holdings, Inc.
 (10)
 S +
 05/12/2028
 6,867
 6,835
 6,802
 0.30

 S +
 10.63 %
 04/01/2027
 1,864
 1,737
 1,737
 0.08

 S +
 11.12 %
 13,411
 13,260
 13,394
 0.58

 S +
 11.12 %
 16,284
 16,110
 16,262
 0.71

 208,047
 206,556
 8.96

 Construction & Engineering

 Centuri Group, Inc.
 (10)
 S +
 2.50 %
 7.97 %
 08/27/2028
 2,670
 2,667
 2,667
 0.12

 KPSKY Acquisition, Inc.
 S +
 6,450
 6,352
 6,302
 0.27

 KPSKY Acquisition, Inc.
 S +
 13,252
 13,030
 12,948
 0.56

 S +
 12.04 %
 02/01/2030
 2,974
 2,893
 2,906
 0.13

 S +
 12.02 %
 02/01/2030
 0.02

 S +
 12.04 %
 —
 ( 12)
 ( 11)
 —

 S +
 6.13 %
 08/31/2027
 10,200
 9,977
 10,071
 0.44

 S +
 6.13 %
 08/31/2027
 —
 ( 26)
 ( 31)
 —

 35,332
 35,298
 1.53

 Construction Materials

 SRS Distribution, Inc.
 (10)
 S +
 06/02/2028
 5,403
 5,402
 5,406
 0.23

 Consumer Finance

 Deerfield Dakota Holding, LLC
 (8)
 S +
 9.10 %
 04/09/2027
 4,898
 4,915
 4,845
 0.21

 Consumer Staples Distribution & Retail

 CNT Holdings I Corp.
 (10)
 S +
 8.93 %
 11/08/2027
 4,899
 4,912
 4,905
 0.21

 Shearer's Foods, Inc.
 (10)
 S +
 09/23/2027
 2,449
 2,450
 2,450
 0.11

 7,362
 7,355
 0.32

 Containers & Packaging

 BP Purchaser, LLC
 S +
 11.14 %
 12/11/2028
 9,718
 $
 9,569
 $
 9,444
 0.41
 %

 S +
 10/13/2028
 7,189
 7,096
 7,189
 0.31

 S +
 10.97 %
 10/15/2028
 0.02

 S +
 10/15/2027
 —

 Proampac PG Borrower, LLC
 (10)
 S +
 9.30 %
 11/03/2025
 —
 —
 —
 —

 17,000
 17,051
 0.74

 Distributors

 S +
 11.44 %
 11/30/2026
 36,625
 36,073
 34,344
 1.49

 P +
 13.50 %
 11/30/2026
 3,366
 3,295
 3,016
 0.13

 ABB Concise Optical Group, LLC
 S +
 13.01 %
 02/23/2028
 17,008
 16,686
 14,654
 0.64

 S +
 12.60 %
 21,796
 21,444
 21,796
 0.95

 S +
 12.60 %
 —
 ( 33)
 —
 —

 (5) (6) (7) (8)
 S +
 40,708
 39,910
 39,910
 1.73

 S +
 1,099
 1,045
 1,045
 0.05

 S +
 —
 ( 67)
 ( 67)
 —

 S +
 5.98 %
 30,555
 30,134
 29,544
 1.28

 S +
 5.98 %
 4,973
 4,851
 4,664
 0.20

 153,338
 148,906
 6.46

 Diversified Consumer Services

 (5) (6) (7) (8)
 S +

 12.32 %
 10/24/2030
 52,320
 51,337
 51,337
 2.23

 S +

 12.32 %
 10/24/2030
 2,781
 2,627
 2,627
 0.11

 S +

 12.32 %
 10/24/2029
 0.01

 Asurion, LLC
 S +
 12/23/2026
 4,899
 4,891
 4,883
 0.21

 FPG Intermediate Holdco, LLC
 S +
 12.04 %
 03/05/2027
 6,515
 6,418
 6,002
 0.26

 S +
 11.90 %
 03/14/2030
 5,735
 5,584
 5,699
 0.25

 S +
 11.90 %
 03/14/2030
 0.01

 S +
 11.90 %
 03/14/2029
 —
 ( 8)
 ( 2)
 —

 Heartland Home Services
 S +
 12/15/2026
 21,401
 21,252
 21,364
 0.93

 S +
 6.50 % (incl. 2.17 % PIK)

 15,763
 15,535
 15,482
 0.67

 S +
 6.50 % (incl. 2.17 % PIK)

 0.03

 LUV Car Wash Group, LLC
 (5) (6) (8) (14)
 S +
 12.54 %
 7,316
 7,254
 7,293
 0.32

 S +
 12.16 %
 8,341
 8,205
 7,534
 0.33

 S +
 12.16 %
 1,786
 1,757
 1,613
 0.07

 S +
 12.01 %
 $
 $
 0.01
 %

 Spin Holdco, Inc.
 (10)
 S +
 9.62 %
 03/04/2028
 4,899
 4,908
 4,289
 0.19

 Spotless Brands, LLC
 S +
 07/25/2028
 24,275
 23,879
 24,059
 1.04

 Spotless Brands, LLC
 S +
 07/25/2028
 4,597
 4,522
 4,556
 0.20

 Spotless Brands, LLC
 S +
 07/25/2028
 0.01

 S +
 10.90 %
 9,693
 9,455
 9,454
 0.41

 S +
 10.88 %
 4,667
 4,381
 4,381
 0.19

 S +
 10.90 %
 —
 ( 61)
 ( 62)
 —

 173,496
 172,009
 7.46

 Electrical Equipment

 Dynacast International, LLC
 (8)
 S +
 9.99 %
 07/22/2025
 2,230
 2,235
 2,051
 0.09

 Electronic Equipment, Instruments & Components

 S +
 11.54 %
 26,052
 25,649
 21,516
 0.93

 S +
 11.54 %
 —
 ( 32)
 ( 332)

 S +
 11.54 %
 1,731
 1,705
 1,430
 0.06

 Alliance Laundry Systems, LLC
 (10)
 S +
 8.99 %
 10/08/2027
 4,624
 4,633
 4,635
 0.20

 (5) (6) (7) (9)
 S +
 36,216
 35,598
 35,494
 1.54

 S +
 5,452
 5,191
 5,173
 0.22

 S +
 —
 ( 39)
 ( 54)
 —

 (5) (7) (10)
 S +
 11.88 %
 03/02/2028
 4,562
 4,445
 4,534
 0.20

 (5) (6) (7)
 S +
 12/05/2030
 47,757
 46,887
 46,887
 2.03

 S +
 12/05/2030
 —
 ( 86)
 ( 86)
 —

 S +
 12/05/2029
 —
 ( 143)
 ( 143)

 123,808
 119,054
 5.17

 Financial Services

 (5) (9) (11)
 S +
 6.25 % PIK

 11,578
 11,415
 11,301
 0.49

 S +
 —
 ( 21)
 ( 33)
 —

 S +
 12.13 %
 1,760
 1,713
 1,760
 0.08

 S +
 12.11 %
 2,473
 2,410
 2,473
 0.11

 S +
 11.46 %
 11,746
 11,527
 11,527
 0.50

 S +
 11.46 %
 3,207
 2,427
 2,569
 0.11

 S +
 11.46 %
 —
 ( 31)
 ( 31)
 —

 SitusAMC Holdings Corp.
 S +
 5,205
 5,165
 5,194
 0.23

 S +
 11.84 %
 4,286
 4,218
 4,213
 0.18

 S +
 11.84 %
 0.02

 S +
 11.84 %
 —
 ( 4)
 ( 5)
 —

 S +
 55,681
 54,625
 54,633
 2.37

 S +
 1,367
 $
 1,278
 $
 1,277
 0.06
 %

 95,245
 95,396
 4.14

 Ground Transportation

 PODS, LLC
 (10)
 S +
 8.47 %
 4,900
 4,904
 4,788
 0.21

 Health Care Equipment & Supplies

 Medline Borrower, LP
 (10)
 S +
 8.47 %
 10/23/2028
 4,913
 4,910
 4,932
 0.21

 PerkinElmer U.S., LLC
 (5) (6) (7) (8)
 S +
 12.00 %
 03/13/2029
 26,995
 26,287
 26,935
 1.17

 S +
 20,125
 19,724
 19,724
 0.86

 S +
 —
 ( 53)
 ( 53)
 —

 S +
 —
 ( 76)
 ( 76)
 —

 S +
 17,643
 17,293
 17,293
 0.75

 S +
 12/01/2029
 —
 ( 36)
 ( 36)
 —

 S +
 —
 ( 54)
 ( 54)
 —

 67,995
 68,665
 2.98

 (5) (7) (10)
 S +
 10.61 %
 08/24/2029
 13,046
 12,850
 12,850
 0.56

 (5) (10) (14)
 S +
 10.61 %
 08/24/2029
 —
 ( 8)
 ( 18)
 —

 CHG Healthcare Services, Inc.
 (10)
 S +
 4,900
 4,914
 4,900
 0.21

 DCA Investment Holdings, LLC
 S +
 35,014
 34,507
 34,202
 1.48

 DCA Investment Holdings, LLC
 S +
 3,144
 3,092
 3,071
 0.13

 Electron BidCo, Inc.
 (10)
 S +
 8.47 %
 4,913
 4,917
 4,919
 0.21

 (5) (6) (9) (11)
 S +
 09/22/2026
 11,240
 11,176
 11,240
 0.49

 (5) (9) (11)
 S +
 09/22/2026
 3,168
 3,151
 3,168
 0.14

 S +
 09/22/2026
 —
 ( 3)
 —
 —

 S +
 10.21 %
 2,557
 2,541
 2,534
 0.11

 S +
 10.21 %
 5,790
 5,755
 5,737
 0.25

 S +
 10.21 %
 —
 ( 3)
 ( 5)
 —

 S +
 7.25 % (incl. 3.88 % PIK)

 12.62 %
 15,136
 14,965
 15,136
 0.66

 S +
 7.25 % (incl. 3.88 % PIK)

 12.62 %
 —
 ( 9)
 —
 —

 S +
 7.25 % (incl. 3.88 % PIK)

 —

 Intelerad Medical Systems Incorporated
 (5) (8) (11)
 S +
 08/21/2026
 8,588
 8,405
 8,088
 0.35

 Intelerad Medical Systems Incorporated
 (5) (8) (11)
 S +
 08/21/2026
 0.02

 Medical Solutions Holdings, Inc.
 (10)
 S +
 5,408
 5,404
 5,032
 0.22

 Midwest Physician Administrative Services, LLC
 (10)
 S +
 03/12/2028
 3,919
 3,913
 3,536
 0.15

 National Mentor Holdings, Inc.
 (10)
 S +
 9.20 %
 03/02/2028
 2,747
 2,730
 2,485
 0.11

 S +
 11.97 %
 05/31/2030
 90,841
 $
 89,125
 $
 90,151
 3.91
 %

 S +
 11.97 %
 05/31/2029
 —
 ( 193)
 ( 81)
 —

 Parexel International Corporation
 (10)
 S +
 11/15/2028
 6,878
 6,890
 6,914
 0.30

 Phoenix Guarantor, Inc.
 S +
 03/05/2026
 4,899
 4,907
 4,896
 0.21

 S +
 11.14 %
 26,853
 25,875
 26,349
 1.14

 S +
 11.14 %
 —
 ( 96)
 ( 166)

 S +
 01/02/2029
 4,298
 4,249
 4,238
 0.18

 S +
 11.19 %
 01/02/2029
 0.04

 S +
 —
 ( 6)
 ( 9)
 —

 Tivity Health, Inc.
 S +
 13,154
 12,988
 13,132
 0.57

 (5) (6) (10) (12)
 S +
 9.00 % (incl. 2.00 % PIK)

 14.40 %
 03/18/2027
 6,772
 6,720
 5,630
 0.24

 (5) (10) (12)
 S +
 9.00 % (incl. 2.00 % PIK)

 14.40 %
 03/18/2027
 8,039
 7,976
 6,684
 0.29

 Vermont Aus Pty Ltd
 (5) (6) (9) (11)
 S +
 5.65 %
 03/23/2028
 22,598
 22,159
 22,173
 0.96

 300,518
 298,385
 12.95

 Health Care Technology

 Athenahealth, Inc.
 (10)
 S +
 8.61 %
 02/15/2029
 4,391
 4,369
 4,366
 0.19

 Ensemble RCM, LLC
 S +
 9.23 %
 08/03/2026
 4,898
 4,909
 4,903
 0.21

 eResearchTechnology, Inc.
 (8)
 S +
 9.97 %
 02/04/2027
 3,429
 3,411
 3,420
 0.15

 Gainwell Acquisition Corp.
 (10)
 S +
 10/01/2027
 6,859
 6,880
 6,653
 0.29

 S +
 09/19/2030
 70,489
 69,462
 69,700
 3.02

 S +
 09/19/2029
 —
 ( 48)
 ( 37)
 —

 MedAssets Software Intermediate Holdings, Inc.
 (10)
 S +
 12/18/2028
 6,878
 6,880
 5,444
 0.24

 Navicure, Inc.
 S +
 10/22/2026
 6,858
 6,871
 6,875
 0.30

 Project Ruby Ultimate Parent Corp.
 (10)
 S +
 03/10/2028
 5,389
 5,389
 5,379
 0.23

 Symplr Software, Inc.
 (9)
 S +
 9.98 %
 4,899
 4,909
 4,373
 0.19

 Verscend Holding Corp.
 S +
 08/27/2025
 6,859
 6,856
 6,864
 0.30

 119,888
 117,940
 5.12

 Household Products

 AI Aqua Merger Sub, Inc.
 (10)
 S +
 9.09 %
 07/31/2028
 4,744
 4,753
 4,741
 0.21

 Industrial Conglomerates

 S +
 11.23 %
 34,419
 33,850
 34,120
 1.48

 E +
 9.74 %
 5,675
 5,772
 6,214
 0.27

 S +
 11.22 %
 2,992
 2,941
 2,957
 0.13

 S +
 11.23 %
 08/14/2028
 1,898
 1,851
 1,871
 0.08

 Filtration Group Corporation
 S +
 10/21/2028
 4,900
 4,904
 4,902
 0.21

 S +
 04/01/2029
 32,233
 31,400
 32,200
 1.40

 S +
 04/01/2028
 $
 $
 0.02
 %

 81,149
 82,750
 3.59

 Insurance Services

 Alliant Holdings Intermediate, LLC
 (10)
 S +
 11/06/2030
 3,211
 3,211
 3,222
 0.14

 S +
 11.14 %
 14,963
 14,706
 14,767
 0.64

 S +
 11.83 %
 10/29/2028
 17,106
 16,775
 17,106
 0.74

 S +
 11.68 %
 10/29/2028
 13,450
 13,219
 13,450
 0.58

 S +
 11.83 %
 10/29/2027
 —
 ( 6)
 —
 —

 (5) (6) (7) (9)
 S +
 10.81 %
 43,612
 42,829
 42,571
 1.85

 S +
 10.81 %
 —
 ( 158)
 ( 186)

 S +
 10.81 %
 09/30/2027
 —
 ( 30)
 ( 58)
 —

 S +
 11/24/2028
 1,209
 1,200
 1,209
 0.05

 S +
 11/24/2028
 7,294
 7,219
 7,291
 0.32

 S +
 02/02/2029
 15,008
 14,678
 15,008
 0.65

 Long Term Care Group, Inc.
 S +
 7.00 % (incl. 6.00 % PIK)

 12.66 %
 09/08/2027
 11,765
 11,599
 9,740
 0.42

 S +
 13,920
 13,645
 13,645
 0.59

 S +
 1,664
 1,447
 1,447
 0.06

 S +
 —
 ( 50)
 ( 50)
 —

 S +
 11.42 %
 20,261
 19,959
 19,864
 0.86

 S +
 11.41 %
 57,618
 56,802
 56,982
 2.47

 S +
 11.42 %
 —
 ( 84)
 ( 41)
 —

 Keystone Agency Investors
 S +
 05/03/2027
 6,835
 6,755
 6,734
 0.29

 Keystone Agency Investors
 S +
 05/03/2027
 7,255
 7,173
 7,149
 0.31

 S +
 6,503
 6,409
 6,440
 0.28

 S +
 10/14/2028
 24,311
 23,936
 24,073
 1.04

 S +
 —
 ( 6)
 ( 5)
 —

 S +
 11.69 %
 15,245
 15,020
 15,110
 0.66

 (5) (6) (9) (14)
 S +
 17,678
 17,433
 17,390
 0.75

 S +
 11.69 %
 11/01/2027
 —
 ( 1)
 ( 3)
 —

 S +
 11.01 %
 5,560
 5,525
 5,513
 0.24

 S +
 11.02 %
 44,072
 43,720
 43,680
 1.90

 S +
 05/01/2030
 22,287
 21,660
 21,952
 0.95

 S +
 05/01/2030
 —
 ( 67)
 ( 75)
 —

 S +
 05/01/2029
 —
 ( 66)
 ( 37)
 —

 S +
 11.70 %
 78,526
 76,738
 76,605
 3.32

 S +
 4,988
 4,921
 4,827
 0.21

 446,111
 445,320
 19.32

 Interactive Media & Services

 Arches Buyer, Inc.
 (10)
 S +
 12/06/2027
 2,449
 $
 2,443
 $
 2,391
 0.10
 %

 Triple Lift, Inc.
 S +
 4,667
 4,595
 4,342
 0.19

 7,038
 6,733
 0.29

 IT Services

 S +
 6,754
 6,638
 6,382
 0.28

 S +
 1,520
 1,499
 1,436
 0.06

 S +
 0.01

 Donuts, Inc.
 S +
 11.59 %
 12/29/2027
 11,668
 11,668
 11,660
 0.51

 Endure Digital, Inc.
 (10)
 L +
 9.42 %
 02/10/2028
 2,450
 2,439
 2,391
 0.10

 Red Planet Borrower, LLC
 (10)
 S +
 4,900
 4,911
 4,699
 0.20

 S +
 11.70 %
 06/15/2029
 38,650
 38,002
 37,699
 1.64

 S +
 11.70 %
 06/15/2029
 20,366
 20,147
 19,822
 0.86

 85,573
 84,326
 3.66

 Leisure Products

 GSM Acquisition Corp. (GSM Outdoors)
 S +
 10.47 %
 11/16/2026
 7,079
 7,033
 7,009
 0.30

 SRAM, LLC
 (10)
 S +
 8.32 %
 05/18/2028
 1,816
 1,818
 1,810
 0.08

 8,851
 8,819
 0.38

 Life Sciences Tools & Services

 Curia Global, Inc.
 (10)
 S +
 9.23 %
 08/30/2026
 6,859
 6,869
 6,118
 0.27

 Machinery

 S +
 16,990
 16,768
 16,738
 0.73

 S +
 1,027
 1,011
 1,007
 0.04

 S +
 —
 ( 176)
 ( 349)
 ( 0.02)

 S +
 —
 ( 18)
 ( 17)
 —

 Engineered Machinery Holdings, Inc.
 (10)
 S +
 05/19/2028
 2,450
 2,459
 2,429
 0.11

 Madison IAQ, LLC
 (10)
 S +
 06/21/2028
 4,899
 4,895
 4,877
 0.21

 S +
 4,589
 4,537
 4,551
 0.20

 S +
 4,921
 4,848
 4,907
 0.21

 Vertical US Newco, Inc.
 (10)
 S +
 9.38 %
 07/30/2027
 4,901
 4,918
 4,907
 0.21

 39,242
 39,050
 1.69

 Media

 Aragorn Parent Corporation
 S +
 06/15/2028
 2,872
 2,844
 2,882
 0.13

 Ascend Learning, LLC
 (10)
 S +
 12/11/2028
 4,906
 4,899
 4,815
 0.21

 7,743
 7,697
 0.33

 Metals & Mining

 Clydesdale Acquisition Holdings, Inc.
 (10)
 S +
 4.18 %
 9.63 %
 04/13/2029
 4,925
 4,887
 4,941
 0.21

 Multi-Utilities

 S +
 12/24/2029
 28,658
 $
 27,363
 $
 28,222
 1.22
 %

 S +
 12/24/2029
 0.01

 S +
 12/24/2029
 0.03

 28,315
 29,140
 1.26

 Personal Care Products

 Conair Holdings, LLC
 (10)
 S +
 9.22 %
 05/17/2028
 3,920
 3,923
 3,836
 0.17

 Pharmaceuticals

 (5) (7) (9) (11)
 S +
 39,399
 38,716
 39,399
 1.71

 S +
 2,544
 2,473
 2,544
 0.11

 S +
 3,134
 3,065
 3,134
 0.14

 Cambrex Corporation
 S +
 12/04/2026
 2,433
 2,436
 2,377
 0.10

 Packaging Coordinators Midco, Inc.
 (10)
 S +
 8.60 %
 11/30/2027
 6,859
 6,874
 6,855
 0.30

 53,564
 54,309
 2.36

 Professional Services

 S +
 12.00 %
 12/31/2027
 13,059
 12,686
 12,842
 0.56

 S +
 12.00 %
 12/31/2027
 3,727
 3,174
 3,415
 0.15

 S +
 09/30/2026
 3,262
 3,240
 3,252
 0.14

 S +
 09/30/2026
 0.01

 S +
 09/30/2026
 —
 ( 1)
 ( 1)
 —

 S +
 11,076
 10,861
 10,861
 0.47

 S +
 —
 ( 27)
 ( 28)
 —

 S +
 —
 ( 44)
 ( 44)
 —

 S +
 10,955
 10,694
 10,815
 0.47

 S +
 1,361
 1,248
 1,256
 0.05

 S +
 0.01

 S +
 22,928
 22,588
 22,600
 0.98

 S +
 4,659
 4,486
 4,415
 0.19

 P +
 12.75 %
 0.02

 S +
 10.64 %
 05/02/2029
 12,146
 12,048
 12,134
 0.53

 S +
 10.64 %
 05/02/2029
 —
 ( 6)
 ( 1)
 —

 S +
 10.64 %
 05/02/2028
 —
 ( 7)
 ( 1)
 —

 Tempo Acquisition, LLC
 (10)
 S +
 4,900
 4,919
 4,918
 0.21

 86,761
 87,364
 3.79

 Real Estate Management & Development

 S +
 6.50 % (incl. 2.50 % PIK)

 12.17 %
 07/02/2027
 15,967
 15,855
 15,816
 0.69

 S +
 6.50 % (incl. 2.50 % PIK)

 12.17 %
 07/02/2027
 31,265
 $
 31,049
 $
 30,966
 1.34
 %

 S +
 39,772
 39,694
 39,553
 1.72

 S +
 —
 ( 30)
 ( 30)
 —

 S +
 —
 ( 11)
 ( 20)
 —

 (5) (6) (8) (11)
 S +
 11.89 %
 27,237
 27,237
 27,237
 1.18

 (5) (8) (11) (14)
 S +
 2,406
 2,406
 2,406
 0.10

 116,200
 115,928
 5.03

 Anaplan, Inc.
 S +
 06/21/2029
 69,598
 68,621
 69,598
 3.02

 S +
 5.65 %
 11.03 %
 03/09/2027
 2,817
 2,802
 2,781
 0.12

 S +
 5.65 %
 11.03 %
 03/09/2027
 —
 ( 33)
 ( 50)
 —

 P +
 13.00 %
 03/09/2027
 0.01

 (9)
 S +
 9.71 %
 04/23/2026
 5,944
 5,941
 5,926
 0.26

 Astra Acquisition Corp.
 (10)
 S +
 10/25/2028
 1,484
 1,473
 0.04

 S +
 10.68 %
 05/14/2029
 23,997
 23,593
 23,928
 1.04

 S +
 10.68 %
 05/15/2028
 —
 ( 25)
 —
 —

 Cloudera, Inc.
 (10)
 S +
 10/08/2028
 2,456
 2,454
 2,429
 0.11

 S +
 12.86 %
 02/27/2030
 20,712
 20,236
 20,486
 0.89

 S +
 12.86 %
 02/27/2030
 —
 ( 8)
 ( 8)
 —

 S +
 12.86 %
 02/27/2029
 —
 ( 12)
 ( 6)
 —

 S +
 6.75 % (incl. 2.75 % PIK)

 12.60 %
 56,176
 54,743
 55,165
 2.39

 S +
 6.75 % (incl. 2.75 % PIK)

 12.60 %
 —
 ( 95)
 ( 68)
 —

 Delta TopCo, Inc.
 (10)
 S +
 9.12 %
 5,231
 5,235
 5,217
 0.23

 S +
 11.89 %
 31,625
 30,866
 31,068
 1.35

 S +
 11.89 %
 —
 ( 68)
 ( 51)
 —

 ECI Macola Max Holding, LLC
 (10)
 S +
 11/09/2027
 4,899
 4,906
 4,894
 0.21

 Epicor Software Corporation
 (10)
 S +
 07/30/2027
 2,449
 2,452
 2,456
 0.11

 S +
 13.78 %
 19,313
 18,740
 18,740
 0.81

 S +
 13.78 %
 1,839
 1,682
 1,682
 0.07

 S +
 13.78 %
 —
 ( 32)
 ( 32)
 —

 Go To Group, Inc.
 S +
 10.28 %
 08/31/2027
 4,899
 4,860
 3,218
 0.14

 Greeneden U.S. Holdings II, LLC
 (10)
 S +
 3,929
 3,928
 3,942
 0.17

 S +
 05/22/2026
 27,115
 26,931
 27,115
 1.18

 S +
 05/22/2026
 —
 ( 9)
 —
 —

 Imprivata, Inc.
 (10)
 S +
 9.22 %
 6,485
 6,484
 6,498
 0.28

 Ivanti Software, Inc.
 (10)
 S +
 9.91 %
 2,456
 2,459
 2,326
 0.10

 S +
 6.00 % (incl. 2.50 % PIK)

 50,915
 $
 50,285
 $
 50,685
 2.20
 %

 S +
 6.00 % (incl. 2.50 % PIK)

 0.01

 S +
 6.00 % (incl. 2.50 % PIK)

 0.03

 S +
 06/24/2029
 33,211
 32,659
 32,916
 1.43

 S +
 06/24/2029
 0.03

 S +
 06/24/2028
 1,250
 1,172
 1,204
 0.05

 Magenta Buyer, LLC
 (10)
 S +
 10.64 %
 07/27/2028
 4,912
 4,898
 3,451
 0.15

 Matrix Parent, Inc.
 (9)
 S +
 10.35 %
 03/01/2029
 12,805
 12,703
 8,701
 0.38

 Maverick Bidco, Inc.
 (10)
 S +
 9.28 %
 05/18/2028
 3,930
 3,915
 3,871
 0.17

 Mediaocean, LLC
 (10)
 S +
 1,965
 1,971
 1,916
 0.08

 S +
 07/22/2029
 26,732
 26,277
 26,512
 1.15

 P +
 13.25 %
 07/22/2028
 0.02

 S +
 19,395
 19,248
 19,104
 0.83

 S +
 —
 ( 26)
 ( 81)
 —

 S +
 —
 ( 12)
 ( 23)
 —

 S +
 8,375
 8,310
 8,195
 0.36

 S +
 5,204
 5,163
 5,084
 0.22

 S +
 —
 ( 8)
 ( 24)
 —

 Polaris Newco, LLC
 (10)
 S +
 06/02/2028
 4,900
 4,914
 4,827
 0.21

 Project Leopard Holdings, Inc.
 (6) (10) (11)
 S +
 22,057
 20,752
 19,833
 0.86

 Proofpoint, Inc.
 (10)
 S +
 2,613
 2,605
 2,610
 0.11

 Quest Software US Holdings, Inc.
 (10)
 S +
 3,950
 3,928
 3,001
 0.13

 S +
 5,815
 5,779
 5,695
 0.25

 S +
 11.23 %
 0.01

 S +
 5,307
 5,227
 5,298
 0.23

 S +
 —
 ( 44)
 ( 9)
 —

 S +
 11.41 %
 21,010
 20,727
 19,846
 0.86

 S +
 11.41 %
 —
 ( 47)
 ( 209)

 Skopima Merger Sub, Inc.
 (10)
 S +
 05/12/2028
 2,450
 2,454
 2,437
 0.11

 Sophia, LP
 (10)
 S +
 10/07/2027
 5,390
 5,387
 5,395
 0.23

 Sovos Compliance, LLC
 (10)
 S +
 9.97 %
 1,961
 1,973
 1,935
 0.08

 S +
 02/19/2027
 6,720
 6,675
 6,598
 0.29

 S +
 02/19/2026
 —
 ( 3)
 ( 12)
 —

 Ultimate Software Group, Inc. (The)
 (9)
 S +
 9.23 %
 05/04/2026
 4,898
 4,905
 4,906
 0.21

 Veritas US, Inc.
 (8)
 S +
 10.47 %
 09/01/2025
 4,899
 4,905
 4,059
 0.18

 Vision Solutions, Inc.
 (10)
 S +
 9.64 %
 04/24/2028
 4,900
 $
 4,899
 $
 4,848
 0.21
 %

 552,116
 543,209
 23.57

 Specialty Retail

 Wheel Pros, LLC
 (10)
 S +
 9.97 %
 05/11/2028
 2,450
 2,452
 1,801
 0.08

 Wireless Telecommunication Services

 CCI Buyer, Inc.
 (10)
 S +
 9.35 %
 2,940
 2,902
 2,928
 0.13

 S +
 13,389
 13,193
 13,193
 0.57

 S +
 —
 ( 31)
 ( 31)
 —

 S +
 —
 ( 31)
 ( 31)
 —

 16,033
 16,059
 0.70

 Total First Lien Debt
 $
 3,154,304
 $
 3,127,610
 135.72
 %

 Acquisition Date

 Air Freight & Logistics

 S +
 9.15 %
 14.52 %
 12/30/2027
 16,500
 $
 16,108
 $
 15,485
 0.67
 %

 Electronic Equipment, Instruments & Components

 (10)
 S +
 12.64 %
 3/2/2029
 9,800
 8,423
 8,232
 0.36

 (10)
 S +
 10.63 %
 3/2/2029
 2,500
 2,156
 2,100
 0.09

 10,579
 10,332
 0.45

 S +
 8.00 %
 13.46 %
 12/10/2027
 0.02

 S +
 8.00 %
 13.46 %
 12/10/2027
 0.01

 0.02

 Matrix Parent, Inc.
 (5) (10) (12)
 S +
 8.00 %
 13.53 %
 3/1/2030
 10,667
 10,505
 5,733
 0.25

 Total Second Lien Debt
 $
 37,685
 $
 32,040
 1.39
 %

 Other Investments

 Unsecured Debt

 Fetch Insurance Services, LLC
 (5)
 12.75 % (incl. 3.75 % PIK)

 12.75 %
 10/31/2027
 2,561
 $
 2,501
 $
 2,484
 0.11
 %

 Total Unsecured Debt
 $
 2,501
 $
 2,484
 0.11
 %

 12.25 %
 6/24/2022
 3,000,000
 $
 3,538
 $
 2,910
 0.13
 %

 Knockout Intermediate Holdings I, Inc.
 6/25/2022
 9,990
 11,689
 11,698
 0.51

 S + 10.00 %
 4/14/2022
 1,164
 1,407
 1,462
 0.06

 RSK Holdings, Inc. (Riskonnect)
 S + 10.50 %
 7/7/2022
 10,358,600
 11,636
 13,052
 0.57

 Total Preferred Equity
 $
 28,270
 $
 29,122
 1.26
 %

 9/1/2022
 9,880
 $
 $
 0.02
 %

 Frisbee Holdings, LP (Fetch)
 10/31/2022
 28,531
 0.02

 11/27/2023
 44,487
 1,500
 1,500
 0.07

 LUV Car Wash
 4/6/2022
 1,260
 1,260
 0.03

 Reveal Data Solutions
 8/29/2023
 849,231
 1,104
 1,104
 0.05

 Surewerx Topco, LP
 (5) (11) (13)
 12/28/2022
 0.01

 Total Common Equity
 $
 4,689
 $
 4,230
 0.18
 %

 Total Other Investments
 $
 35,460
 $
 35,836
 1.56
 %

 Total Portfolio Investments
 $
 $
 138.67
 %

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

 Counterparty
 Hedged Instrument
 Company Receives
 Company Pays
 Notional Amount
 Upfront Payments/Receipts
 Change in Unrealized Appreciation/(Depreciation)

 Series C 2027 Notes
 8.92
 %
 S + 4.49 %

 3/1/2027
 $
 $
 2,466
 $
 —
 $
 2,466

 Series C 2029 Notes
 9.07
 %
 S + 4.77 %

 3/1/2029
 5,083
 —
 5,083

 Total
 $
 $
 7,549
 $
 7,549

 (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.

 (1)
 Unless otherwise indicated, issuers of debt and equity investments held by the Company (which such term "Company" shall include the Company's consolidated subsidiaries for purposes of this Consolidated Schedule of Investments) are denominated in dollars. All debt investments are income producing unless otherwise indicated. All equity investments are non-income producing unless otherwise noted. Certain portfolio company investments are subject to contractual restrictions on sales. Under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the "1940 Act"), the Company would be deemed to "control" a portfolio company if the Company owned more than 25% of its outstanding voting securities and/or held the power to exercise control over the management or policies of the portfolio company. As of December 31, 2023, the Company does not "control" any of these portfolio companies. Under the 1940 Act, the Company would be deemed an "affiliated person" of a portfolio company if the Company owns 5% or more of the portfolio company's outstanding voting securities. As of December 31, 2023, the Company is not an "affiliated person" of any of its portfolio companies.

 (2)
 Unless otherwise indicated, the Company's investments are pledged as collateral supporting the amounts outstanding under the ING Facility (as defined below). See Note 6 "Debt".

 (3)
 Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either EURIBOR ("E"), LIBOR ("L" or "LIBOR") or SOFR ("S") or an alternate base rate (commonly based on the Federal Funds Rate ("F") or the U.S. Prime Rate ("P")), which generally resets periodically. For each loan, the Company has indicated the reference rate used and provided the spread and the interest rate in effect as of December 31, 2023. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2023. As of December 31, 2023, the reference rates for our variable rate loans were the 3-month E at 3.91 %, 1-month S at 5.35 %, 3-month S at 5.33 %, 6-month S at 5.16 % and the P at 8.50 %.

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

 (5)
 These investments were valued using unobservable inputs and are considered Level 3 investments. Fair value was determined in good faith by or under the direction of the Company's Valuation Designee (the "Valuation Designee"), under the supervision of the Company's Board of Directors (the "Board of Directors" or "Board") (see Note 2 and Note 5), pursuant to the Company's valuation policy.

 (6)
 Assets or a portion thereof are pledged as collateral for the Wells Fargo Funding Facility (as defined below). See Note 6 "Debt".

 (7)
 Assets or a portion thereof are pledged as collateral for the CBNA Facility (as defined below). See Note 6 "Debt".

 (8)
 Loan includes interest rate floor of 1.00 %.

 (9)
 Loan includes interest rate floor of 0.75 %.

 (10)
 Loan includes interest rate floor of 0.50 %.

 (11)
 The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company's total assets. As of December 31, 2023, non-qualifying assets represented 5.76 % of total assets as calculated in accordance with regulatory requirements.

 (12)
 Investment was on non-accrual status as of December 31, 2023.

 (13)
 Securities exempt from registration under the Securities Act of 1933, as amended, and may be deemed to be "restricted securities". As of December 31, 2023, the aggregate fair value of these securities is $ 33,352 or 1.45 % of the Company's net assets. The initial acquisition dates have been included for such securities.

 (14) Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may earn unused commitment fees. Negative cost and fair value, if any, results from unamortized fees, which are capitalized to the cost of the investment. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See below for more information on the Company's unfunded commitments as of December 31, 2023.

 11/30/2026
 $
 2,244
 $
 ( 140)

 08/01/2025
 8,062
 ( 123)

 12/24/2029
 2,531
 ( 38)

 07/06/2024
 1,905
 ( 332)

 08/26/2024
 1,191
 ( 18)

 ( 5)

 10/24/2025
 9,733
 ( 120)

 10/24/2029
 3,838
 ( 71)

 06/13/2024
 3,864
 ( 50)

 03/09/2027
 ( 6)

 1,400
 ( 33)

 06/10/2024
 ( 2)

 12/09/2028
 1,283
 —

 2,180
 —

 05/15/2028
 1,733
 —

 10/31/2025
 3,384
 ( 41)

 3,448
 ( 67)

 04/01/2025
 15,059
 ( 250)

 09/30/2026
 —

 10/28/2024
 3,188
 —

 1,045
 —

 ( 30)

 08/31/2025
 18,851
 ( 349)

 ( 17)

 08/27/2024
 ( 8)

 02/27/2029
 ( 6)

 3,769
 ( 68)

 17,148
 ( 171)

 2,733
 ( 54)

 2,875
 ( 51)

 ( 9)

 08/12/2024
 1,032
 ( 9)

 08/14/2028
 1,197
 ( 10)

 ( 5)

 06/24/2024
 11,800
 —

 10/15/2027
 —

 04/15/2024
 1,330
 —

 10/29/2027
 —

 05/27/2025
 $
 6,939
 $
 ( 122)

 1,080
 ( 32)

 12/31/2024
 31,102
 ( 579)

 1,690
 ( 31)

 10/02/2025
 2,864
 ( 27)

 2,292
 ( 44)

 05/22/2026
 1,489
 —

 04/28/2024
 18,062
 ( 186)

 09/30/2027
 2,014
 ( 58)

 09/22/2026
 —

 09/14/2024
 ( 2)

 03/14/2029
 ( 2)

 ( 5)

 02/07/2025
 10,546
 ( 106)

 ( 10)

 08/23/2025
 2,230
 ( 1)

 02/04/2024
 12,496
 —

 09/19/2029
 3,341
 ( 37)

 11/10/2025
 18,726
 ( 200)

 2,549
 ( 50)

 2,060
 ( 41)

 1,925
 ( 29)

 2,251
 ( 59)

 08/01/2025
 6,938
 ( 88)

 2,656
 ( 34)

 06/22/2024
 12,437
 ( 178)

 ( 8)

 06/23/2024
 2,877
 ( 13)

 2,298
 ( 10)

 08/01/2024
 ( 17)

 ( 11)

 LUV Car Wash Group, LLC
 03/14/2024
 2,812
 ( 7)

 06/24/2024
 8,266
 ( 74)

 06/24/2028
 3,958
 ( 35)

 03/01/2024
 4,045
 ( 72)

 12/19/2025
 6,027
 ( 30)

 3,187
 ( 20)

 06/05/2025
 9,472
 ( 86)

 12/05/2029
 7,894
 ( 143)

 $
 $
 ( 18)

 09/14/2024
 3,349
 —

 09/14/2028
 3,200
 —

 10/16/2025
 4,319
 ( 31)

 2,160
 ( 31)

 07/22/2028
 2,613
 ( 21)

 06/10/2024
 5,399
 ( 81)

 1,521
 ( 23)

 04/28/2024
 ( 8)

 1,117
 ( 24)

 06/24/2024
 ( 23)

 12/30/2025
 ( 7)

 08/31/2025
 20,235
 ( 166)

 09/02/2024
 4,833
 ( 119)

 06/01/2029
 10,666
 ( 81)

 ( 5)

 10/19/2024
 8,650
 ( 43)

 11/01/2027
 ( 3)

 Turbo Buyer, Inc.
 01/05/2024
 1,500
 ( 14)

 05/02/2024
 1,263
 ( 1)

 05/02/2028
 ( 1)

 02/14/2025
 2,076
 ( 18)

 11/01/2024
 3,769
 ( 13)

 1,072
 ( 4)

 04/01/2028
 1,953
 ( 2)

 01/31/2025
 1,801
 ( 44)

 ( 11)

 07/07/2024
 5,713
 ( 9)

 12/29/2023
 ( 2)

 ( 2)

 3,782
 ( 210)

 09/06/2025
 2,053
 ( 1)

 12/08/2027
 —

 02/18/2024
 ( 9)

 ( 5)

 11/05/2024
 3,174
 —

 5,318
 —

 Spotless Brands, LLC
 07/25/2028
 ( 5)

 12/30/2023
 ( 4)

 $
 $
 ( 9)

 11/01/2024
 4,965
 ( 74)

 05/01/2029
 2,483
 ( 37)

 Summit Buyer, LLC
 08/25/2025
 25,591
 ( 614)

 Summit Buyer, LLC
 01/14/2026
 2,953
 ( 71)

 05/01/2025
 2,418
 ( 30)

 06/28/2024
 —

 12/28/2028
 —

 05/05/2024
 ( 165)

 10/06/2025
 1,095
 ( 17)

 2,475
 ( 59)

 05/22/2024
 6,094
 ( 120)

 1,369
 ( 62)

 06/19/2025
 5,296
 ( 53)

 3,813
 ( 76)

 3,418
 ( 64)

 02/19/2026
 ( 12)

 1,188
 ( 24)

 06/15/2025
 13,422
 ( 111)

 11/08/2025
 14,001
 ( 215)

 2,513
 ( 62)

 06/06/2025
 3,675
 ( 36)

 2,757
 ( 54)

 —

 08/18/2025
 1,333
 —

 —

 Total First Lien Debt Unfunded Commitments
 $
 546,392
 $
 ( 7,534)

 Total Unfunded Commitments
 $
 546,392
 $
 ( 7,534)

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

 Notes to the Consolidated Financial Statements
 (In thousands, except unit and per unit amounts)

 (1) ORGANIZATION
 North Haven Private Income Fund LLC (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 US 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 March 4, 2021 and commenced investment operations on February 1, 2022. The Company is externally managed by MS Capital Partners Adviser Inc., an indirect wholly owned subsidiary of Morgan Stanley (the "Adviser" or "Investment Adviser"). The Investment Adviser is an indirect, wholly owned subsidiary of Morgan Stanley.
 The Company's investment objective is to achieve attractive risk-adjusted returns via current income and, to a lesser extent, capital appreciation by investing primarily in directly originated senior secured term loans issued by U.S. middle-market companies in which private equity sponsors have a controlling equity stake in the portfolio company.
 The Company is conducting a continuous private offering of its units in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Company has offered and intends to initially offer one class of units, Class S Units (the "Units") in its continuous private offering. See "Note 14. Subsequent Events."
 On July 15, 2024, the Company acquired SL Investment Corp. ("SLIC") pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 28, 2024, by and among SLIC, the Company, Cobalt Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of the Company, and the Adviser. Pursuant to the Merger Agreement, SLIC was merged with and into the Company in a two-step transaction with the Company as the surviving company (the "SLIC Acquisition"). See Note 12 "SLIC Acquisition."

 (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
 The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification ("ASC") Topic 946, Financial Services – Investment Companies ("ASC 946") issued by the Financial Accounting Standards Board ("FASB").
 Use of Estimates
 The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material. Management's estimates are based on historical experiences and other factors, including expectations of future events that management believes to be reasonable under the circumstances. Assumptions and estimates regarding the valuation of investments involve a higher degree of judgment and complexity and these assumptions and estimates may be significant to the consolidated financial statements.
 Consolidation
 As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company's wholly owned subsidiaries in the consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.
 The Company has formed wholly owned subsidiaries for the purpose of holding certain investments in portfolio companies made by the Company. As of December 31, 2024, the Company's wholly owned subsidiaries were formed as Delaware limited liability companies and included: PIF CA SPV LLC ("CA SPV"), NHPIF Equity Holdings SPV LLC ("Equity Holdings"), PIF Financing SPV LLC ("Financing SPV"), PIF Financing II SPV LLC ("Financing II SPV"), Broadway Funding Holdings LLC ("Broadway Holdings"), SLIC Financing SPV LLC ("SLIC Financing SPV"), SLIC CA SPV LLC ("SLIC CA") and SLIC Equity Holdings LLC ("SLIC Equity Holdings," and collectively with CA SPV, Equity Holdings, Financing SPV, Financing II SPV, Broadway Holdings,

 SLIC Financing SPV and SLIC CA the "subsidiaries"). The Company consolidates its wholly owned subsidiaries in these consolidated financial statements from the date of the respective subsidiary's formation.
 Cash, Cash Equivalents and Restricted Cash
 Cash and cash equivalents consist of demand deposits and highly liquid investments, such as money market funds, with original maturities of three months or less, and restricted cash pledged as collateral. Cash and cash equivalents are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with financial institutions and, at times, may exceed the Federal Deposit Insurance Corporation insured limit.
 Foreign Currency Translation
 The functional currency of the Company is the U.S. Dollar. Investments denominated in foreign currencies are translated into U.S. Dollars based upon currency exchange rates effective on the last business day of the current reporting period. Net changes in fair value of investments due to foreign exchange rates fluctuation is recorded as change in unrealized appreciation (depreciation) from translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. Investment and non-investment activities denominated in foreign currencies, including purchase and sales of investments, borrowings and repayments of debt, income and expenses, are translated into U.S. dollars based upon currency exchange rates prevailing on the transaction dates.
 Investments
 Investment transactions are recorded on the trade date. Receivables/payables from investments sold/purchased on the Consolidated Statements of Financial Condition 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 Measurement ("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.
 Financial and 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 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. 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 unitholders in the form of distributions in order for the Company to continue to qualify as a RIC, even though the Company has not yet collected cash.
 Dividend Income
 Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies. Dividend income is presented net of withholding tax, if any.
 Other Income
 The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment and syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized in income when earned or when the services are rendered and there is no uncertainty or contingency related to the amount to be received.
 Non-Accrual Investments
 Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid current and, in management's judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
 As of both December 31, 2024 and December 31, 2023, the Company had certain investments in two portfolio companies that were on non-accrual status. The amortized cost of investments on non-accrual status as of December 31, 2024 and December 31, 2023 was $ 29,237 and $ 25,201, respectively.
 Offering Costs
 Costs associated with the offering of units are capitalized as "deferred offering costs" on the Consolidated Statements of Financial Condition and amortized over a twelve-month period from incurrence of such offering of Units. These costs consist primarily of legal fees and other costs incurred in connection with the Company's continuous private offerings of its Units.
 Deferred Financing Costs and Debt Issuance Costs
 The Company records upfront fees, legal and other direct costs incurred in connection with the Company's issuance of revolving credit facilities (the "Deferred Financing Costs"). These costs are deferred and amortized over the life of the related revolving credit facilities using the straight-line method. Deferred Financing Costs related to revolving credit facilities are presented separately as an asset on the Company's Consolidated Statements of Financial Condition. The amortization of such Deferred Financing Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses.
 The Company records costs related to the issuance of term debt obligations (the "Debt Issuance Costs") on the consolidated financial statements. The costs, including upfront fees, legal and other direct costs incurred in connection with the issuance are deferred and amortized over the life of the related term obligation using the straight-line method. The amortization of Debt Issuance Costs are presented on the Consolidated Statements of Operations as interest expense and other financing expenses. Any unamortized Debt Issuance Costs are presented as a reduction to the outstanding term debt principal amount on the Consolidated Statements of Financial Condition.

 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 unitholders 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 unitholders 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 years ended December 31, 2024, December 31, 2023 and December 31, 2022 the Company accrued $ 15, $ 70 and $ 200 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.
 Recent Accounting Pronouncements
 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which enhances disclosure requirements about significant segment expenses that are regularly provided to the chief operating decision maker (the "CODM"). ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the disclosures as required by ASC 280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect more than one performance measure. ASU 2023-07 is effective for the fiscal years beginning after December 15, 2023, and interim periods beginning with the first quarter ended March 31, 2025. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company has adopted ASU 2023-07 effective December 31, 2024 and concluded that the application of this guidance did not have any material impact on its consolidated financial statements. See Note 13 for more information.
 In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," ("ASU 2023-09"). ASU 2023-09 requires additional disaggregated disclosures on the entity's effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.
 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) RELATED PARTY TRANSACTIONS
 Investment Advisory Agreement
 On November 4, 2021, the Company entered into an investment advisory agreement with our Adviser (the "Investment Advisory Agreement"). The Investment Advisory Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors or the Company's unitholders, including, in each case, a majority of the directors who are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act (the "Independent Directors"). The renewal of the Investment Advisory Agreement was most recently approved in August 2024.

 The Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of two components: a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee are ultimately be borne by the unitholders.
 Base Management Fee
 The base management fee is calculated at an annual rate of 1.25 % of the Company's average net asset value at the end of the two most recently completed calendar months. All or part of the base management fee not taken as to any month will be deferred without interest and may be taken in any subsequent month prior to the termination of the Investment Advisory Agreement, and any such recoupment would be subject to any applicable expense waiver. Base management fees for any partial month are prorated based on the number of days in the month. The base management fee is payable quarterly in arrears, any base management fees waived are not subject to recoupment by the Adviser.
 For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, base management fees were $ 33,957, $ 21,048, and $ 5,650, net of waiver, respectively. As of December 31, 2024 and December 31, 2023, $ 7,337 and $ 6,529, respectively, was 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
 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) and any interest expense and distributions paid on any issued and outstanding preferred units, but excluding the incentive fee and any servicing fees and/or distribution fees paid to broker dealers. 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 the Investment Adviser an incentive fee with respect to its pre-incentive fee net investment income as follows:
 • No incentive fee based on pre-incentive fee net investment income in any calendar quarter in which pre-incentive fee net investment income does not exceed a hurdle rate of 1.25 % ( 5 % annualized);
 • 100 % of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 1.4286 % in any quarter ( 5.7143 % annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 1.4286 %) as the "catch-up." The "catch-up" is meant to provide the Investment Adviser with approximately 12.5 % of the Company's pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.4286 % in any calendar quarter; and
 • 12.5 % of the pre-incentive fee net investment income, if any, that exceeds 1.4286 % in any calendar quarter ( 5.7143 % annualized), which reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5 % of all the Company's pre-incentive fee net investment income is paid to the Investment Adviser.
 For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, income-based incentive fees were $ 35,798, $ 24,782 and $ 1,403, net of waiver, respectively. As of December 31, 2024 and December 31, 2023, $ 8,399 and $ 7,833, respectively, was 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 12.5 % of the realized capital gains, if any, on a cumulative basis from the date of the Company's election to be regulated as a BDC through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees (the "Cumulative Capital Gains").
 Under U.S. GAAP, the Company is required to accrue an incentive fee on capital gains, including unrealized capital appreciation even though such unrealized capital appreciation is not included in calculating the incentive fee payable under the Investment Advisory Agreement. If such amount is positive at the end of a period, then the Company records an incentive fee on capital gain incentive fee

 equal to 12.5 % of such amount, less the aggregate amount of any previously paid capital gain incentive fees. If such amount is negative, no accrual is recorded for such period.
 For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, there were no capital gains incentive fees accrued to the Investment Adviser.
 The Investment Advisory Agreement does not include 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.
 Administration Agreement
 MS Private Credit Administrative Services LLC (the "Administrator") is the administrator of the Company pursuant to the administration agreement between the Company and the Administrator dated November 4, 2021 (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 cost of its Chief Financial Officer and Chief Compliance Officer. Reimbursement under the Administration Agreement occurs quarterly in arrears. The Administration Agreement had an initial term of two years and continues thereafter from year to year if approved annually by the Board of Directors, which most recently re-approved in August 2024.
 For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, the Company incurred $ 179, $ 126 and $ 84, respectively, of expenses under the Administration Agreement, which were recorded in administrative service fees on the Consolidated Statements of Operations. Amounts unpaid and included in the payable to affiliates on the Consolidated Statements of Financial Condition as of December 31, 2024 and December 31, 2023 were $ 88 and $ 93, respectively.
 Placement Agent Agreements
 On November 9, 2021, the Company entered into a placement agent agreement (the "Placement Agent Agreement") with Morgan Stanley Distribution Inc. (the "Paying Agent"), Morgan Stanley Smith Barney LLC (the "Placement Agent") and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates assist in the placement of Units in the Company's private offering. The Company is not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement, which payments are made by the Investment Adviser and, to the extent the Paying Agent receives any payments, the Paying Agent.
 On November 9, 2021, the Company entered into a placement agency agreement (the "MSDI Agreement") with Morgan Stanley Distribution Inc. ("MSDI"). Under the terms of the MSDI Agreement, MSDI assists in the placement of Units in the Company's private offering. The Company pays servicing fees to MSDI calculated based on the net asset values of each eligible class of units and calculated in arrears.
 For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, the Company incurred $ 24,961, $ 14,313 and $ 7,614 expenses, respectively, under the MSDI Agreement, which were recorded in servicing fees on the Consolidated Statements of Operations. Amounts unpaid and included in the accrued expenses and other liabilities on the Consolidated Statements of Financial Condition as of December 31, 2024 and December 31, 2023 were $ 5,211 and $ 3,390, respectively.
 Expense Support and Conditional Reimbursement Agreement
 On November 30, 2021, the Company entered into an Expense Support and Conditional Reimbursement Agreement with the Investment Adviser, which was subsequently amended on March 15, 2022 (as amended, the "Expense Support Agreement"). The Investment Adviser may elect to pay the Company's expenses on its behalf (each, an "Expense Payment"), provided that no portion of the payment will be used to pay any of the Company's interest expense and/or unitholder servicing fees. The Expense Support Agreement may require the Company to repay the Investment Adviser for previously waived reimbursement of expense payments under certain circumstances. The previously waived expenses are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of the relevant waiver.

 For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, the Investment Adviser made Expense Payments on behalf of the Company of $ 2,700, $ 0 and $ 2,220, respectively, under the Expense Support Agreement, which were recorded as expense support on the Consolidated Statements of Operations. For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, the Company repaid Expense Payments of $ 400, $ 0 and $ 0 under the Expense Support Agreement, which were recorded as recoupment of expense support on the Consolidated Statements of Operations.
 Indemnification Agreements

 The Company has entered into indemnification agreements with its directors and officers. The indemnification agreements are intended to provide the directors and officers the maximum indemnification permitted under Delaware law and the 1940 Act, and are generally consistent with the indemnification provisions of the Company's certificate of incorporation and bylaws. Each indemnification agreement provides that the Company will indemnify the director or officer who is a party to the agreement (an "Indemnitee"), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Delaware law and the 1940 Act.
 MS Credit Partners Holdings, Inc. Investment
 MS Credit Partners Holdings, Inc., or MS Credit Partners Holdings, a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, has entered into subscription agreements and has made an aggregate capital contribution of $ 25,000, in exchange for 1,256,051 Units. MS Credit Partners Holdings, has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.
 Morgan Stanley & Co. Related Transactions
 Morgan Stanley & Co. LLC, an indirect, wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, served as a co-agent in connection with the private placement of the Company's Series A Notes (as defined below in Note 6) and the Company's Series B Notes (as defined below in Note 6) pursuant to note purchase agreements dated March 16, 2023 and August 10, 2023, respectively, and received fees of $ 175 and $ 118 at closing, respectively. These fees are deferred and amortized over the life of the related term obligation using the straight-line method. Any unamortized amounts are presented as a reduction to the outstanding term debt principal amount on the Consolidated Statements of Financial Condition.

 (4) INVESTMENTS
 The composition of the Company's investment portfolio was as follows:

 December 31, 2023 (1)

 Cost
 % of Total Investments at Fair Value
 Cost
 % of Total Investments at Fair Value

 $
 6,022,749
 $
 5,997,696
 98.6
 %
 $
 3,154,304
 $
 3,127,610
 97.9
 %

 16,613
 16,771
 0.3
 37,685
 32,040
 1.0

 Other Debt Investments
 6,453
 6,520
 0.1
 2,501
 2,484
 0.1

 Equity
 57,745
 58,032
 1.0
 32,959
 1.0

 Total
 $
 $
 100.0
 %
 $
 $
 100.0
 %

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

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

 December 31, 2024 (1)

 Aerospace & Defense
 1.5
 %
 0.9
 %

 Air Freight & Logistics
 0.9
 2.4

 Automobile Components
 1.6
 1.8

 Automobiles
 2.1
 0.8

 Beverages
 —
 0.2

 Biotechnology
 0.6
 0.4

 Broadline Retail
 —
 0.2

 Building Products
 0.3
 0.4

 Chemicals
 1.3
 2.3

 Commercial Services & Supplies
 8.5
 6.5

 Construction & Engineering
 2.0
 1.1

 Construction Materials
 —
 0.2

 Consumer Finance
 —
 0.2

 Consumer Staples Distribution & Retail
 0.7
 0.2

 Containers & Packaging
 1.1
 0.6

 Distributors
 2.8
 4.7

 Diversified Consumer Services
 5.7
 5.4

 Electric Utilities
 0.1
 —

 Electrical Equipment
 0.1
 0.1

 Electronic Equipment, Instruments & Components
 3.4
 4.0

 Entertainment
 0.1
 —

 Financial Services
 3.1
 3.0

 Food Products
 0.1
 —

 Ground Transportation
 0.6
 0.2

 Health Care Equipment & Supplies
 1.2
 2.1

 6.5
 9.3

 Health Care Technology
 2.0
 3.7

 Household Products
 —
 0.2

 Household Durables
 0.1
 —

 Industrial Conglomerates
 2.5
 2.6

 Insurance Services
 11.0
 14.0

 Interactive Media & Services
 0.7
 0.2

 IT Services
 5.0
 2.6

 Leisure Products
 0.1
 0.3

 Life Sciences Tools & Services
 0.7
 0.2

 Machinery
 1.7
 1.2

 Media
 0.1
 0.2

 Metals & Mining
 —
 0.2

 Multi-Utilities
 1.5
 0.9

 Personal Care Products
 —
 0.1

 Pharmaceuticals
 0.7
 1.7

 Professional Services
 5.6
 2.7

 Real Estate Management & Development
 2.2
 3.6

 21.0
 18.1

 Specialty Retail
 0.1
 0.1

 Textiles, Apparel & Luxury Goods
 0.1
 —

 Trading Companies & Distributors
 0.1
 —

 Transportation Infrastructure
 0.2
 —

 Wireless Telecommunication Services
 0.3
 0.4

 Total
 100.0
 %
 100.0
 %

 (1) The Company reclassified certain industry groupings of its portfolio companies presented in the consolidated financial statements as of December 31, 2024 to align with the recently updated GICS, where applicable. These reclassifications had no impact on the prior period's Consolidated Statement of Financial Condition.

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

 Cost
 % of Total
Investments at
 Cost
 % of Total
Investments at

 Australia
 $
 35,737
 $
 36,465
 0.6
 %
 $
 56,971
 $
 57,389
 1.8
 %

 Canada
 118,951
 119,346
 2.0
 25,650
 25,481
 0.8

 United Kingdom
 46,293
 45,550
 0.7
 44,254
 45,077
 1.4

 United States
 5,902,579
 5,877,658
 96.7
 3,100,574
 3,067,539
 96.0

 Total
 $
 $
 100.0
 %
 $
 $
 100.0
 %

 (5) FAIR VALUE MEASUREMENTS

 ASC 820 establishes a hierarchical disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured 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 measurement 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 of the investments from pricing services, brokers or dealers' quotes, or counterparty marks in order to value liquid assets that are not traded in active markets. Pricing services aggregate, evaluate and report pricing from a variety of sources including observed trades of identical or similar securities, broker or dealer quotes, model-based valuations and internal fundamental analysis and research. When doing so, the Company determines whether the quote obtained is sufficient according to U.S. GAAP to determine the fair value of the security. If determined adequate, the Company uses the quote obtained.
 Securities that are illiquid or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Valuation Designee or the Board of Directors, does not represent fair value, each is valued as of the measurement date using all techniques appropriate under the circumstances and for which sufficient data is available. These valuation techniques may vary by investment but include comparable public market valuations, comparable precedent transaction valuations and discounted cash flow analyses. Non-controlled debt investments are generally fair valued using discounted cash flow technique. Expected cash flows are projected based on contractual terms and discounted back to the measurement date based on a discount rate. Discount rate is determined based upon an assessment of current and expected yields for similar investments and risk profiles. Non-controlled equity investments are generally fair valued using a market approach and/or an income approach. The market approach typically utilizes market value multiples of comparable publicly traded companies. The income approach typically utilizes a discounted cash flow analysis of the portfolio company. The Valuation Designee, under the supervision of the Board of Directors, undertakes a multi-step valuation process each quarter, as described below:
 1)each portfolio company or investment is initially valued by using a standardized template designed to approximate fair market value based on observable market inputs and updated credit statistics and unobservable inputs;
 2)preliminary valuation conclusions are documented and reviewed by a valuation committee comprised of members of the Investment Adviser's senior management;
 3)the Board of Directors or Valuation Designee engages independent third-party valuation firms to provide positive assurance on a portion of the Company's illiquid investments each quarter (such that each illiquid investment is reviewed by an independent valuation firm at least once on a rolling twelve month basis) including review of management's preliminary valuation and conclusion of fair value;
 4)the Audit Committee reviews the assessments of the Valuation Designee and the independent third-party valuation firms and provides the Board of Directors with recommendations with respect to the fair value of each investment in the Company's portfolio; and
 5)the Board of Directors discusses the valuation recommendations of the Audit Committee and determine the fair value of each investment in the Company's portfolio in good faith based on the input of the Valuation Designee and, where applicable, the third-party valuation firms.

 The fair value is generally determined based on the assessment of the following factors, as relevant:
 • the nature and realizable value of any collateral;
 • call features, put features and other relevant terms of debt;
 • the portfolio company's leverage and ability to make payments;
 • the portfolio company's public or "private letter" credit ratings;
 • the portfolio company's actual and expected earnings and discounted cash flow;
 • prevailing interest rates for like securities and expected volatility in future interest rates;
 • the markets in which the issuer does business and recent economic and/or market events; and
 • comparisons to publicly traded securities.
 Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information.
 The Board of Directors is ultimately responsible for the determination, in good faith, of the fair value of the Company's portfolio investments.
 The following tables present the fair value hierarchy of the investments as of:

 December 31, 2023 (1)

 Level 1
 Level 2
 Level 3
 Total
 Level 1
 Level 2
 Level 3
 Total

 $
 —
 $
 555,530
 $
 5,442,166
 $
 5,997,696
 $
 —
 $
 416,752
 $
 2,710,858
 $
 3,127,610

 —
 14,659
 2,112
 16,771
 —
 10,332
 21,708
 32,040

 Other Debt Investments
 —
 —
 6,520
 6,520
 —
 —
 2,484
 2,484

 Equity
 —
 2,037
 55,995
 58,032
 —
 —

 $
 —
 $
 572,226
 $
 5,506,793
 $
 $
 —
 $
 427,084
 $
 2,768,402
 $

 Cash equivalents
 $
 58,216
 $
 —
 $
 —
 $
 58,216
 $
 —
 $
 —
 $
 —
 $
 —

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

 The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the year ended December 31, 2024:

 Other Debt
 Equity

 Fair value, beginning of period
 $
 2,710,858
 $
 21,708
 $
 2,484
 $
 $
 2,768,402

 Purchases of investments (1)

 3,384,782
 2,406
 3,537
 17,351
 3,408,076

 Proceeds from principal repayments and sales of investments (2)

 ( 659,416)
 ( 17,500)
 —
 ( 173)
 ( 677,089)

 Accretion of discount/amortization of premium
 18,946
 —
 19,405

 13,294
 5,753
 19,442

 Net change in unrealized appreciation (depreciation)
 2,740
 5,565
 ( 106)
 8,282

 Net realized gains (losses)
 ( 10,979)
 ( 10,505)
 —
 ( 182)
 ( 21,666)

 Transfers into/out of Level 3 (3)

 ( 18,059)
 —
 —
 —
 ( 18,059)

 Fair value, end of period
 $
 5,442,166
 $
 2,112
 $
 6,520
 $
 55,995
 $
 5,506,793

 Net change in unrealized appreciation (depreciation) from investments still held as of December 31 2024
 $
 2,440
 $
 4,893
 $
 $
 ( 106)
 $
 7,310

 (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.

 The following table presents changes in the fair value of the investments for which Level 3 inputs were used to determine the fair value for the year ended December 31, 2023:

 Other Securities

 Fair value, beginning of period
 $
 1,459,294
 $
 26,043
 $
 29,393
 $
 1,514,730

 Purchases of investments
 1,478,713
 2,692
 1,481,413

 Proceeds from principal repayments and sales of investments
 ( 258,886)
 —
 —
 ( 258,886)

 Accretion of discount/amortization of premium
 8,442
 8,536

 4,750
 —
 3,236
 7,986

 Net change in unrealized appreciation (depreciation)
 30,915
 ( 4,425)
 26,993

 Net realized gains (losses)
 —
 —

 Transfers into/out of Level 3 (1)

 ( 12,491)
 —
 —
 ( 12,491)

 Fair value, end of period
 $
 2,710,858
 $
 21,708
 $
 35,836
 $
 2,768,402

 Net change in unrealized appreciation (depreciation) from investments still held as of December 31 2023
 $
 29,682
 $
 ( 4,425)
 $
 $
 25,760

 (1) Transfer of portfolio investments within the three-level hierarchy is recorded during the period of such reclassification occurrence at the fair value as of the beginning of the respective period. Generally, reclassifications are primarily due to increase/decrease of price transparency.
 The following tables present quantitative information about the significant unobservable inputs of the Company's Level 3 financial instruments as of December 31, 2024 and December 31, 2023, respectively. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company's determination of fair value.

 Fair
Value
 Valuation Technique (2)

 Significant Unobservable
Input
 Range (1)

 Weighted
 Average (3)

 Low
 High

 Investments in first lien debt
 $
 5,439,606
 7.92
 %
 34.06
 %
 10.10
 %

 2,560
 6.50 x

 Investments in second lien debt
 2,112
 10.18
 %
 12.70
 %
 11.63
 %

 Other debt
 6,225
 9.42
 %
 14.90
 %
 12.13
 %

 9.00 x

 Preferred equity
 42,434
 Income Approach
 12.19
 %
 17.50
 %
 15.13
 %

 2,462
 8.50 x

 Common equity
 5,043
 Revenue Multiple
 7.60 x

 12.70 x

 11.27 x

 6,056
 3.90 x

 18.70 x

 13.77 x

 $
 5,506,793

 (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 $ 3.07 million transitioned from an income approach to a 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.

 Fair
Value
 Valuation Technique
 Significant Unobservable
Input
 Range
 Weighted
 Average (1)

 Low
 High

 Investments in first lien debt
 $
 2,710,858
 9.33
 %
 25.09
 %
 10.99
 %

 Investments in second lien debt
 21,708
 13.35
 %
 31.13
 %
 19.97
 %

 Investments in other securities:

 Other debt
 2,484
 Income Approach
 14.60
 %
 14.60
 %
 14.60
 %

 Preferred equity
 29,122
 Income Approach
 13.26
 %
 15.68
 %
 15.04
 %

 Common equity
 2,604
 Revenue Multiple
 7.60 x

 9.80 x

 8.87 x

 1,626
 12.50 x

 18.70 x

 14.91 x

 $
 2,768,402

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

 Financial instruments disclosed but not carried at fair value
 The Company's debt is presented at carrying value on the Consolidated Statements of Financial Condition. The fair value of the Company's credit facilities and unsecured notes are estimated in accordance with the Company's valuation policy. The carrying value and fair value of the Company's debt were as follows:

 Level
 Carrying Value
 Carrying Value

 ING Facility
 $
 313,352
 $
 313,352
 $
 6,168
 $
 6,168

 Wells Funding Facility
 381,250
 381,250
 —
 —

 CBNA Funding Facility
 93,750
 93,750
 25,500
 25,500

 JPM Funding Facility
 614,073
 614,073
 —
 —

 Series A 2026 Notes(1)(6)

 203,112
 202,899
 202,381

 Series A 2028 Notes(1)(6)

 144,986
 143,487
 144,673

 Series B 2026 Notes(2)(6)

 106,345
 106,170
 105,941

 Series B 2028 Notes(2)(6)

 126,945
 125,503
 126,659

 Series C 2027 Notes(3)(6)

 135,515
 137,188
 135,127
 138,706

 Series C 2029 Notes(3)(6)

 162,094
 164,336
 161,839
 167,834

 Series D 2027 Notes(4)(6)

 99,007
 99,146
 —
 —

 Series D 2029 Notes(4)(6)

 197,890
 196,159
 —
 —

 2030 Notes(5)

 293,686
 293,686
 —
 —

 Total
 $
 2,872,005
 $
 2,870,999
 $
 908,288
 $
 923,208

 (1) The carrying value of the Company's Series A 2026 Notes and Series A 2028 Notes (each as defined below) were presented net of unamortized debt issuance costs of $ 888 and $ 1,014, respectively, as of December 31, 2024 and $ 1,619 and $ 1,327, respectively, as of December 31, 2023.
 (2) The carrying value of the Company's Series B 2026 Notes and Series B 2028 Notes (each as defined below) were presented net of unamortized debt issuance costs of $ 655 and $ 1,055, respectively, as of December 31, 2024 and $ 1,059 and $ 1,341, respectively, as of December 31, 2023.
 (3) The carrying value of the Company's Series C 2027 Notes and Series C 2029 Notes (each as defined below) were presented net of unamortized debt issuance costs of $ 985 and $ 1,406, respectively, as of December 31, 2024 and $ 1,372 and $ 1,661, respectively, as of December 31, 2023.
 (4) The carrying value of the Company's Series D 2027 Notes and Series D 2029 Notes (each as defined below) issued on August 05, 2024 were presented net of unamortized debt issuance costs of $ 993 and $ 2,110, respectively, as of December 31, 2024.
 (5) The carrying value of the Company's 2030 Notes (each as defined below) issued on October 01, 2024 were presented net of unamortized debt issuance cost of $ 3,721, as of December 31, 2024.
 (6) 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
 The Company's outstanding debt obligations were as follows:

 Aggregate Principal Committed
 Outstanding Principal
 Unused Portion
 Aggregate Principal Committed
 Outstanding Principal
 Unused Portion

 ING Facility(1)

 $
 1,350,000
 $
 313,352
 $
 1,036,036
 $
 925,000
 $
 6,168
 $
 918,832

 Wells Funding Facility
 900,000
 381,250
 518,750
 —

 CBNA Funding Facility
 375,000
 93,750
 281,250
 235,000
 25,500
 209,500

 JPM Funding Facility
 1,200,000
 614,073
 585,927
 —
 —
 —

 Series A 2026 Notes(2)

 —
 —

 Series A 2028 Notes(2)

 —
 —

 Series B 2026 Notes(3)

 —
 —

 Series B 2028 Notes(3)

 —
 —

 Series C 2027 Notes(4)

 —
 —

 Series C 2029 Notes(4)

 —
 —

 Series D 2027 Notes(5)

 —
 —
 —
 —

 Series D 2029 Notes(5)

 —
 —
 —
 —

 2030 Notes(6)

 —
 —
 —
 —

 Total
 $
 5,310,000
 $
 2,887,425
 $
 2,421,963
 $
 2,795,000
 $
 916,668
 $
 1,878,332

 (1) As of December 31, 2024, letters of credit of $613, were outstanding, which reduced the unused availability under the ING Facility by the same amount. Under the ING Facility, the Company may borrow in U.S. dollars or certain other permitted currencies. As of December 31, 2024, the Company had borrowings denominated in Euros (EUR) of 12,216. As of December 31, 2023, the Company had borrowings denominated in Euros (EUR) of 5,618. As of December 31, 2024, the Company had borrowings denominated in Canadian dollars (CAD) of 2,800. As of December 31, 2023, the Company had no borrowings denominated in Canadian dollars (CAD). As of December 31, 2024, the Company had borrowings denominated in British Pound (GBP) of 2,200. As of December 31, 2023, the Company had no borrowings denominated in British Pound (GBP).
 (2) The carrying value of the Company's Series A 2026 Notes and Series A 2028 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $ 888 and $ 1,014, respectively, as of December 31, 2024 and $ 1,619 and $ 1,327, respectively, as of December 31, 2023.
 (3) The carrying value of the Company's Series B 2026 Notes and Series B 2028 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $ 655 and $ 1,055, respectively, as of December 31, 2024 and $ 1,059 and $ 1,341, respectively, as of December 31, 2023.
 (4) The carrying value of the Company's Series C 2027 Notes and Series C 2029 Notes were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $ 985 and $ 1,406, respectively, as of December 31, 2024 and $ 1,372 and $ 1,661, respectively, as of December 31, 2023.
 (5) The carrying value of the Company's Series D 2027 Notes and Series D 2029 Notes issued on August 05, 2024 were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $ 993 and $ 2,110, respectively, as of December 31, 2024.
 (6) The carrying value of the Company's 2030 Notes issued on October 01, 2024 were presented on the Consolidated Statements of Financial Condition net of unamortized debt issuance costs of $ 3,721, as of December 31, 2024.

 Combined weighted average interest rate (1)

 8.04
 %
 7.72
 %
 4.80
 %

 Combined weighted average effective interest rate(2)

 8.51
 %
 8.19
 %
 5.29
 %

 Combined weighted average debt outstanding
 $
 1,811,974
 $
 844,373
 $
 338,532

 (1) Excludes unused commitment fees, amortization of financing costs 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.

 ING Facility
 On February 1, 2022, the Company initially entered into a senior secured revolving credit agreement (as amended, restated, supplemented or otherwise modified from time to time, the "ING Facility") with the Company, as borrower, ING, as administrative agent, Sumitomo Mitsui Banking Corporation, MUFG Union Bank, N.A., and Truist Securities, Inc. as joint lead arrangers, and the lenders from time to time party thereto. Pursuant to the ING Facility, the lenders have agreed to extend credit to the Company in an aggregate principal amount of up to $ 1,350,000, subject to availability under a borrowing base, which is based on the Company's

 portfolio investments and other outstanding indebtedness. Maximum capacity under the ING Facility may be increased to $ 2,025,000 through the exercise by the Company of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The availability period of the ING Facility will terminate on July 15, 2028 and will mature on July 15, 2029.
 The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Borrowings under the ING 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 The Wall Street Journal, (b) the sum of (i) the weighted average of the rates on overnight federal funds transactions, as published by the Federal Reserve Bank of New York plus (ii) 0.5 %, and (c) one month SOFR plus 1 % per annum) plus 0.875 %, and (y) for loans for which the Company elects the SOFR option, the applicable SOFR rate for the related interest period for such borrowing plus 1.875 % per annum. The Company pays an unused fee of 0.375 % per annum on the daily unused amount of the revolver commitments. As of December 31, 2024, the Company was in compliance with all covenants and other requirements of the ING Facility.

 The summary information of the ING Facility is as follows:

 $
 9,706
 $
 10,612
 $
 14,609

 Facility unused commitment fees
 3,769
 2,901
 1,634

 1,666
 1,208
 1,067

 Total
 $
 15,141
 $
 14,721
 $
 17,310

 Weighted average interest rate
 7.05
 %
 6.46
 %
 4.76
 %

 Weighted average outstanding balance(1)

 $
 135,437
 $
 162,063
 $
 330,694

 (1) For the year ended December 31, 2022, calculated for the period from February 1, 2022 (ING Facility closing date) through December 31, 2022.

 Wells Funding Facility
 On June 29, 2022, the Company initially entered into (i) a contribution agreement (the "Wells Contribution Agreement") with Financing SPV, pursuant to which the Company contributed to Financing SPV certain loans it has originated or acquired, or will originate or acquire (the "Loans") from time to time, (ii) a loan and servicing agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Loan and Servicing Agreement" and, together with the Wells Contribution Agreement, the "Wells Agreements") with Financing SPV, as the borrower, Wells Fargo Bank, National Association ("Wells"), as the administrative agent and swingline lender, the Company, as the equityholder and as the servicer, and State Street Bank and Trust Company, as collateral agent and as collateral custodian, pursuant to which Wells has agreed to extend credit to Financing SPV in an aggregate principal amount up to $ 900,000 at any one time outstanding (the "Wells Funding Facility") and (iii) various supporting documentation, including an account control agreement.
 The obligations of Financing SPV under the Wells Funding Facility are secured by all of the assets held by Financing SPV, including the Loans contributed or transferred by the Company to Financing SPV. The Wells Funding Facility is a revolving funding facility with a reinvestment period ending July 12, 2027 and a final maturity date of July 12, 2029. Subject to certain conditions, the reinvestment period and final maturity are both subject to a one-year extension. Advances under the Wells Funding Facility are available in US dollars, pound sterling, Euros or Canadian dollars, or Australian dollars, and subject to certain exceptions, the interest charged on the Wells Funding Facility is based on Daily Simple SOFR (Dollar), SONIA (GBP), EURIBOR (Euros), CORRA (Canadian dollars), BBSY (Australian dollars) or as applicable (or, if any such reference rate is not available, a benchmark replacement or a "base rate" (which is the greater of a prime rate and the federal funds rate plus 1.50 %), as applicable), plus a margin equal to 2.25 %. SONIA, EURIBOR, CORRA and BBSY are subject to a floor of zero. Under the Wells Agreements, the Company and Financing SPV, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities. The Loan and Servicing Agreement includes usual and customary events of default for revolving funding facilities of this nature, including allowing Wells, upon a default, to accelerate and foreclose on the Loans and to pursue the rights under the Loans directly with the obligors thereof. As of December 31, 2024, the Company was in compliance with all covenants and other requirements of the Wells Funding Facility.
 The summary information of the Wells Funding Facility is as follows:

 $
 19,958
 $
 21,912
 $

 Facility unused commitment fees
 6,093
 3,035
 1,255

 1,768
 1,346

 Total
 $
 27,819
 $
 26,293
 $
 2,206

 Weighted average interest rate
 7.41
 %
 7.68
 %
 6.47
 %

 Weighted average outstanding balance(1)

 $
 264,803
 $
 281,406
 $
 14,075

 (1) For the year ended December 31, 2022, calculated for the period from June 29, 2022 (Wells Funding Facility closing date) through December 31, 2022.
 CBNA Funding Facility
 On September 12, 2023, the Company entered into (i) a contribution agreement (the "CBNA Contribution Agreement") with Financing II SPV, pursuant to which the Company will contribute to Financing II SPV certain loans it has originated or acquired, or will originate or acquire (the "Loans") from time to time, (ii) a loan and security agreement (the "Loan and Security Agreement" and, together with the CBNA Contribution Agreement, the "CBNA Agreements") with Financing II SPV, as the borrower, Citizens Bank, N.A. ("CBNA"), as the facility agent, the lenders party thereto (collectively, the "Lenders"), the Company, as the servicer, as the equityholder and as the transferor, and State Street Bank and Trust Company, as collateral agent, as account bank and as collateral custodian, pursuant to which the Lenders have agreed to extend credit to Financing II SPV in an aggregate principal amount of up to $ 375,000 at any one time outstanding (which aggregate amounts may be increased to a maximum of $ 750,000, subject to certain conditions set forth in the Loan and Security Agreement) (the "CBNA Funding Facility") and (iii) various supporting documentation, including an account control agreement.
 The obligations of Financing II SPV under the CBNA Funding Facility are secured by all of the assets held by Financing II SPV, including the Loans contributed or transferred by the Company to Financing II SPV. The CBNA Funding Facility is a revolving funding facility with a reinvestment period ending July 10, 2027 and a final maturity date of July 10, 2029. Advances under the CBNA Funding Facility are available in US dollars, and subject to certain exceptions, the interest charged on the CBNA Funding Facility is based on Term SOFR (or, if such reference rate is not available, a benchmark replacement or a "base rate" (which is the greatest of the Daily SOFR Rate, a prime rate, and the federal funds rate plus 0.50 %), as applicable), plus a margin equal to (i) 2.25 % during the reinvestment period or (ii) 2.90 % after the reinvestment period. Term SOFR is subject to a floor of zero. Under the CBNA Agreements, the Company and Financing II SPV, as applicable, have made representations and warranties regarding the Loans, as well as their businesses, and are required to comply with various covenants, servicing procedures, limitations on disposition of Loans, reporting requirements and other customary requirements for similar revolving funding facilities. The Loan and Security Agreement includes usual and customary events of default for revolving funding facilities of this nature, including allowing CBNA, upon a default, to accelerate and foreclose on the Loans and to pursue the rights under the Loans directly with the obligors thereof. As of December 31, 2024, the Company was in compliance with all covenants and other requirements of the CBNA Funding Facility.
 The summary information of the CBNA Funding Facility is as follows:

 December 31, 2023(1)

 $
 5,238
 $
 N/A

 Facility unused commitment fees
 1,419
 N/A

 N/A

 Total
 $
 7,557
 $
 1,186
 N/A

 Weighted average interest rate
 7.53
 %
 8.18
 %
 N/A

 Weighted average outstanding balance
 $
 68,428
 $
 12,070
 N/A

 (1) For the year ended December 31, 2023, calculated for the period from September 12, 2023 (CBNA Funding Facility closing date) through December 31, 2023.
 JPM Funding Facility
 On July 15, 2024, following the consummation of the SLIC Acquisition, the Company became party to and assumed SLIC's obligations under the Amended and Restated Loan and Security Agreement, initially dated as of November 24, 2021 (as amended, the "JPM Facility"), among SLIC Financing SPV, the Company, as successor by merger to SLIC, as parent and servicer, U.S. Bank National Association, as collateral agent, collateral administrator and securities intermediary, JP Morgan Chase Bank, N.A., as administrative agent ("JPM"), the lenders party thereto, and the issuing banks party thereto. Pursuant to the JPM Facility, JPM has agreed to extend credit to SLIC Financing SPV in an aggregate principal amount, as of December 31, 2024, of up to $ 1,200,000 at any

 one time outstanding, subject to the satisfaction of various conditions, including availability under the borrowing base, which is based on a combination of unfunded capital commitments and loan collateral.

 The JPM Facility is a revolving funding facility with a reinvestment period ending July 15, 2027 (or upon the occurrence of certain events as specified therein) and a final maturity date of July 13, 2029. Advances under the JPM Funding Facility are available in U.S. dollars and other permitted currencies. As of December 31, 2024, the interest charged on the JPM Funding Facility is based on SOFR (or, if SOFR is not available, a benchmark replacement or a "base rate" (which is the greater of a prime rate and the federal funds rate plus 0.50 %), as applicable), Daily Simple RFR, EURIBOR, Adjusted Term CORRA, or the AUD Screen Rate, as applicable, plus a margin of 2.25 %, as set forth in the JPM Facility.
 The summary information of the JPM Funding Facility is as follows:

 December 31, 2024(1)

 $
 19,039
 N/A
 N/A

 Facility unused commitment fees
 2,262
 N/A
 N/A

 1,178
 N/A
 N/A

 Total
 $
 22,479
 N/A
 N/A

 Weighted average interest rate
 7.18
 %
 N/A
 N/A

 Weighted average outstanding balance
 $
 561,414
 N/A
 N/A

 (1) For the year ended December 31, 2024, calculated for the period from July 15, 2024 through December 31, 2024.
 The Series A 2026 Notes and the Series A 2028 Notes
 On March 16, 2023, the Company entered into a Master Note Purchase Agreement (the "March 2023 NPA") governing the issuance of (i) $ 204,000 in aggregate principal amount of Series A Senior Notes, Tranche A, due March 16, 2026 (the "Series A 2026 Notes") and (ii) $ 146,000 in aggregate principal amount of Series A Senior Notes, Tranche B, due March 16, 2028 (the "Series A 2028 Notes" and, together with the Series A 2026 Notes, the "Series A Notes") to certain qualified institutional investors in a private placement.
 The Series A Notes were delivered and paid for on March 16, 2023, subject to certain customary closing conditions. The Series A 2026 Notes have a fixed interest rate of 8.10 % per year and will mature on March 16, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the March 2023 NPA. The Series A 2028 Notes have a fixed interest rate of 8.13 % per year and will mature on March 16, 2028 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the March 2023 NPA. Interest on the Series A Notes is due semiannually in March and September of each year. Subject to the terms of the March 2023 NPA, the Company may redeem the Series A 2026 Notes in whole or in part at any time or from time to time at the Company's option at par plus accrued interest to the prepayment date and, if redeemed on or before December 16, 2025, a make-whole premium, and the Company may redeem the Series A 2028 Notes in whole or in part at any time or from time to time at the Company's option at par plus accrued interest to the prepayment date and, if redeemed on or before December 16, 2027, a make-whole premium. The Company's obligations under the March 2023 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. As of December 31, 2024, the Company was in compliance with all covenants and other requirements of the Series A Notes.
 In connection with the Series A Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company's liabilities with the Company's investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Series A 2026 Notes, the Company receives a fixed interest rate of 8.10 % per annum and pays a floating interest rate of SOFR + 4.34 % per annum on $ 204,000 notional amount of the Series A 2026 Notes. Under the interest rate swap agreement related to the Series A 2028 Notes, the Company receives a fixed interest rate of 8.13 % per annum and pays a floating interest rate of SOFR + 4.56 % per annum on $ 146,000 notional amount of the Series A 2028 Notes. The interest rate swaps related to the Series A 2026 Notes and Series A 2028 Notes mature on March 16, 2026 and March 16, 2028, respectively. The interest expense related to the Series A Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of December 31, 2024, the interest rate swaps had a fair value of $( 1,086) and $( 2,520), respectively, related to the Series A 2026 Notes and Series A 2028 Notes. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps are either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps is offset by the change in fair value of the Series A Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
 The summary information of the Series A 2026 Notes is as follows:

 $
 17,282
 $
 13,082
 N/A

 N/A

 Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items
 ( 15)
 N/A
 NA

 Total
 $
 18,006
 $
 13,675
 NA

 8.47
 %
 8.10
 %
 8.17
 %

 The summary information of the Series A 2028 Notes is as follows:

 $
 12,493
 $
 9,397
 N/A

 N/A

 Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items
 N/A
 NA

 Total
 $
 12,817
 $
 9,657
 NA

 8.56
 %
 8.13
 %
 NA

 The Series B 2026 Notes and the Series B 2028 Notes
 On August 10, 2023, the Company entered into a Master Note Purchase Agreement (the "August 2023 NPA") governing the issuance of $ 107,000 in aggregate principal amount of Series B Senior Notes, Tranche A, due August 10, 2026 (the "Series B 2026 Notes") and the issuance of $ 128,000 in aggregate principal amount of Series B Senior Notes, Tranche B, due August 10, 2028 (the "Series B 2028 Notes" and, together with the Series B 2026 Notes, collectively, the "Series B Notes") to certain qualified institutional investors in a private placement. The Series B Notes were delivered and paid for on August 10, 2023, subject to certain customary closing conditions.
 The Series B 2026 Notes have a fixed interest rate of 8.84 % per year and the Series B 2028 Notes have a fixed interest rate of 8.88 % per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the August 2023 NPA) or a Secured Debt Ratio Event (as defined in the August 2023 NPA) occurs. The Series B 2026 Notes will mature on August 10, 2026 and the Series B 2028 Notes will mature on August 10, 2028, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the August 2023 NPA. Interest on the Series B Notes will be due semiannually in March and September of each year, beginning in March 2024. In addition, the Company is obligated to offer to repay the Series B Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2023 NPA, the Company may redeem the Series B Notes in whole or in part at any time or from time to time at the Company's option at par plus accrued interest to the prepayment date and, if the Series B 2026 Notes are redeemed on or before May 10, 2026 or the Series B 2028 Notes are redeemed on or before May 10, 2028, a make-whole premium. As of December 31, 2024, the Company was in compliance with all covenants and other requirements of the Series B Notes.
 In connection with the Series B Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company's liabilities with the Company's investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Series B 2026 Notes, the Company receives a fixed interest rate of 8.84 % per annum and pays a floating interest rate of SOFR + 5.13 % per annum on $ 107,000 notional amount of the Series B 2026 Notes. Under the interest rate swap agreement related to the Series B 2028 Notes, the Company receives a fixed interest rate of 8.88 % per annum and pays a floating interest rate of SOFR + 5.30 % per annum on $ 128,000 notional amount of the Series B 2028 Notes. The interest rate swaps related to the Series B 2026 Notes and Series B 2028 Notes mature on August 10, 2026 and August 10, 2028, respectively. The interest expense related to the Series B Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of December 31, 2024, the interest rate swaps had a fair value of $( 827) and $( 2,508), respectively, related to the Series B 2026 Notes and Series B 2028 Notes. Based on the fair value measurement hierarchy, the swaps are classified as Level 3 investments. Depending on the nature of the balance at period end, the fair value of the interest rate swaps are either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps is offset by the change in fair value of the Series B Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
 The summary information of the Series B 2026 Notes is as follows:

 $
 9,878
 $
 3,705
 N/A

 N/A

 Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items
 ( 3)
 N/A
 N/A

 Total
 $
 10,284
 $
 3,860
 N/A

 9.23
 %
 8.84
 %
 N/A

 The summary information of the Series B 2028 Notes is as follows:

 $
 11,917
 $
 4,452
 N/A

 N/A

 Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items
 N/A
 N/A

 Total
 $
 12,221
 $
 4,563
 N/A

 9.31
 %
 8.88
 %
 N/A

 The Series C 2027 Notes and the Series C 2029 Notes
 On December 1, 2023, the Company entered into the First Supplement, dated as of December 1, 2023 (the "First Supplement"), to the August 2023 NPA (as supplemented by the First Supplement, the "December 2023 NPA") governing the issuance of $ 136,500 in aggregate principal amount of Series C Senior Notes, Tranche A, due March 1, 2027 (the "Series C 2027 Notes") and the issuance of $ 163,500 in aggregate principal amount of Series C Senior Notes, Tranche B, due March 1, 2029 (the "Series C 2029 Notes" and, together with the Series C 2027 Notes, collectively, the "Series C Notes") to certain qualified institutional investors in a private placement. The Series C Notes were delivered and paid for on December 1, 2023, subject to certain customary closing conditions.
 The Series C 2027 Notes have a fixed interest rate of 8.92 % per year and the Series C 2029 Notes have a fixed interest rate of 9.07 % per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the December 2023 NPA) or a Secured Debt Ratio Event (as defined in the December 2023 NPA) occurs. The Series C 2027 Notes will mature on March 1, 2027 and the Series C 2029 Notes will mature on March 1, 2029, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the December 2023 NPA. Interest on the Series C Notes will be due semiannually in March and September of each year, beginning in March 2024. In addition, the Company is obligated to offer to repay the Series C Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the December 2023 NPA, the Company may redeem the Series C Notes in whole or in part at any time or from time to time at the Company's option at par plus accrued interest to the prepayment date and, if the Series C 2027 Notes are redeemed on or before December 1, 2026 or the Series C 2029 Notes are redeemed on or before December 1, 2028, a make-whole premium. As of December 31, 2024, the Company was in compliance with all covenants and other requirements of the Series C Notes.
 In connection with the Series C Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company's liabilities with the Company's investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Series C 2027 Notes, the Company receives a fixed interest rate of 8.92 % per annum and pays a floating interest rate of SOFR + 4.49 % per annum on $ 136,500 notional amount of the Series C 2027 Notes. Under the interest rate swap agreement related to the Series C 2029 Notes, the Company receives a fixed interest rate of 9.07 % per annum and pays a floating interest rate of SOFR + 4.77 % per annum on $ 163,500 notional amount of the Series C 2029 Notes. The interest rate swaps related to the Series C 2027 Notes and Series C 2029 Notes mature on March 1, 2027 and March 1, 2029, respectively. The interest expense related to the Series C Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of December 31, 2024, the interest rate swaps had a fair value of $ 742 and $ 939, respectively, related to the Series C 2027 Notes and Series C 2029 Notes. 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 is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps are offset by the change in fair value of the Series C Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
 The summary information of the Series C 2027 Notes is as follows:

 $
 13,419
 $
 1,193
 N/A

 N/A

 Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items
 ( 260)
 N/A

 Total
 $
 14,082
 $
 N/A

 9.83
 %
 8.92
 %
 N/A

 The summary information of the Series C 2029 Notes is as follows:

 $
 16,539
 $
 1,470
 N/A

 N/A

 Net change in unrealized (appreciation) depreciation on effective interest rate swaps and hedged items
 ( 749)
 N/A

 Total
 $
 17,526
 $
 N/A

 10.12
 %
 9.07
 %
 N/A

 The Series D 2027 Notes and the Series D 2029 Notes
 On August 5, 2024, the Company entered into the Second Supplement, dated as of August 5, 2024 (the "Second Supplement"), to the Master Note Purchase Agreement dated as of August 10, 2023 (as supplemented by the First Supplement and the Second Supplement, the "Note Purchase Agreement") governing the issuance of $ 100,000 in aggregate principal amount of Series D Senior Notes, Tranche A, due August 5, 2027 (the "Series D 2027 Notes") and the issuance of $ 200,000 in aggregate principal amount of Series D Senior Notes, Tranche B, due August 5, 2029 (the "Series D 2029 Notes" and, together with the Series D 2027 Notes, collectively, the "Series D Notes") to certain qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on August 5, 2024, subject to certain customary closing conditions.

 The Series D 2027 Notes have a fixed interest rate of 6.84 % per year and the Series D 2029 Notes have a fixed interest rate of 6.91 % per year, subject to a step up to the extent a Below Investment Grade Event (as defined in the Note Purchase Agreement) or a Secured Debt Ratio Event (as defined in the Note Purchase Agreement) occurs. The Series D 2027 Notes will mature on August 5, 2027 and the Series D 2029 Notes will mature on August 5, 2029, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the Note Purchase Agreement. Interest on the Series D Notes will be due semiannually in March and September of each year, beginning in September 2024. In addition, the Company is obligated to offer to repay the Series D Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the Note Purchase Agreement, the Company may redeem the Series D Notes in whole or in part at any time or from time to time at the Company's option at par plus accrued interest to the prepayment date and, if the Series D 2027 Notes are redeemed on or before May 5, 2027 or the Series D 2029 Notes are redeemed on or before May 5, 2029, a make-whole premium. As of December 31, 2024, the Company was in compliance with all covenants and other requirements of the Series D Notes.

 In connection with the Series D 2027 Notes and Series D 2029 Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company's liabilities with the Company's investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the Series D 2027 Notes, the Company receives a fixed interest rate of 6.84 % per annum and pays a floating interest rate of SOFR + 3.107 % per annum on $ 100,000 of the Series D 2027 Notes. Under the interest rate swap agreement related to the Series D 2029 Notes, the Company receives a fixed interest rate of 6.91 % per annum and pays a floating interest rate of SOFR + 3.285 % per annum on $ 200,000 of the Series D 2029 Notes. As of December 31, 2024, the interest rate swaps had a fair value of $( 860) and $( 3,864), respectively, related to the Series D 2027 Notes and Series D 2029 Notes. 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 is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company's Consolidated Statements of Financial Condition. The change in fair value of the interest rate swaps are offset by the change in fair value of the Series D Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

 The summary information of the Series D 2027 Notes is as follows:

 $
 2,774
 N/A
 N/A

 N/A
 N/A

 Net change in unrealized appreciation (depreciation) on effective interest rate swaps and hedged items
 N/A
 N/A

 Total
 $
 2,936
 N/A
 N/A

 6.84
 %
 N/A
 N/A

 The summary information of the Series D 2029 Notes is as follows:

 $
 5,605
 N/A
 N/A

 N/A
 N/A

 Net change in unrealized appreciation (depreciation) on effective interest rate swaps and hedged items
 N/A
 N/A

 Total
 $
 5,816
 N/A
 N/A

 6.91
 %
 N/A
 N/A

 The 2030 Notes
 On October 1, 2024, the Company issued $ 300,000 in aggregate principal amount of 5.750 % notes due 2030 (the "2030 Notes"), pursuant to a Base Indenture dated October 1, 2024 (the "Base Indenture") between the Company and US Bank Trust Company, National Association (the "Trustee"), as supplemented by the First Supplemental Indenture dated October 1, 2024 (the "First Supplemental Indenture" and together with the Base Indenture, the "February 2030 Notes Indenture"). As of December 31, 2024, the Company was in compliance with all covenants and other requirements of the 2030 Notes.

 The 2030 Notes will mature on February 1, 2030 and may be redeemed in whole or in part at the Company's option at any time prior to January 1, 2030 at par value plus a "make-whole" premium calculated in accordance with the terms under "optional redemption" in the February 2030 Notes Indenture and at par value on January 1, 2030 or thereafter. The 2030 Notes bear interest at a rate of 5.750 % per year payable semi-annually on February 1 and August 1 of each year, commencing on February 1, 2025. The 2030 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 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.
 The summary information of the 2030 Notes is as follows:

 $
 4,313
 N/A
 N/A

 N/A
 N/A

 Total
 $
 4,497
 N/A
 N/A

 5.75
 %
 N/A
 N/A

 (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 December 31, 2024 and December 31, 2023, the Company had $ 1,035,399 and $ 546,392 of unfunded commitments to fund delayed draw and revolving senior secured loans, respectively.

 (8) MEMBERS' CAPITAL
 The following table shows the components of distributable earnings as shown on the Consolidated Statements of Financial Condition:

 As of

 Total distributable earnings (loss), beginning of period
 $
 ( 26,988)
 $
 ( 71,561)

 Net investment income
 278,465
 161,864

 Net realized gain (loss)
 ( 26,749)

 Net unrealized appreciation (depreciation)
 8,255
 43,948

 Distributions declared
 ( 282,812)
 ( 161,416)

 Tax reclassification of unitholders' equity (Note 10)
 ( 630)

 Total distributable earnings (loss), end of period
 $
 ( 50,459)
 $
 ( 26,988)

 The following table summarizes the total Units issued and proceeds received from the closings of the Company's continuous private offering that occurred for the years ended December 31, 2024 and 2023:

 Unit Issuance Date
 Units Issued
 Proceeds Received

 January 01, 2024
 7,646,273
 $
 146,120

 February 01, 2024
 6,231,714
 119,088

 March 01, 2024
 6,662,271
 127,383

 April 01, 2024
 5,566,519
 106,042

 May 01, 2024
 7,767,198
 147,888

 June 01, 2024
 3,628,420
 69,375

 July 01, 2024
 2,486,537
 47,418

 August 01, 2024
 2,187,027
 41,554

 September 01, 2024
 2,705,841
 51,465

 October 01, 2024
 2,397,182
 45,547

 November 01, 2024
 2,510,293
 47,645

 December 01, 2024
 2,862,477
 54,215

 Total
 52,651,752
 $
 1,003,740

 January 01, 2023
 1,953,945
 $
 36,304

 February 01, 2023
 1,882,119
 35,478

 March 01, 2023
 3,239,025
 61,347

 April 01, 2023
 2,999,635
 56,123

 May 01, 2023
 4,318,642
 81,277

 June 01, 2023
 5,260,930
 98,327

 July 01, 2023
 4,570,513
 86,154

 August 01, 2023
 3,071,882
 58,274

 5,481,417
 104,366

 October 01, 2023
 5,422,414
 103,460

 November 01, 2023
 6,390,635
 121,230

 December 01, 2023
 9,400,753
 179,555

 Total
 53,991,910
 $
 1,021,895

 The following table summarizes the Company's distributions declared and payable for the years ended December 31, 2024 and 2023:

 Date Declared
 Record Date
 Per Unit Amount
 Total Amount

 January 29, 2024
 January 31, 2024
 $
 $
 19,487

 February 27, 2024
 February 29, 2024
 20,505

 March 26, 2024
 21,619

 April 25, 2024
 April 30, 2024
 22,258

 May 28, 2024
 May 31, 2024
 23,532

 June 25, 2024
 June 28, 2024
 0.1514
 24,285

 July 25, 2024
 July 30, 2024
 24,293

 August 27, 2024
 August 31, 2024
 0.1504
 24,639

 September 24, 2024
 0.1500
 25,095

 October 25, 2024
 October 31, 2024
 0.1498
 25,240

 November 27, 2024
 November 29, 2024
 0.1495
 25,681

 December 26, 2024
 January 06, 2025
 0.1492

 $
 1.8067
 $

 January 30, 2023
 January 31, 2023
 $
 0.1432
 $
 10,073

 0.1454
 10,544

 March 28, 2023
 0.1460
 11,104

 April 26, 2023
 April 30, 2023
 0.1443
 11,110

 May 30, 2023
 May 31, 2023
 0.1450
 11,970

 June 27, 2023
 0.1441
 12,703

 July 26, 2023
 July 31, 2023
 August 3, 2023
 0.1453
 13,279

 August 28, 2023
 August 31, 2023
 14,246

 September 26, 2023
 0.1507
 15,181

 October 27, 2023
 October 31, 2023
 15,903

 November 28, 2023
 November 30, 2023
 16,848

 December 27, 2023

 $
 1.7666
 $

 The Company adopted an "opt out" distribution reinvestment plan ("DRIP"). As a result, unless unitholders elect to "opt out" of the DRIP, unitholders will have their cash dividends or distributions automatically reinvested in additional units of same class of units to which the distribution relates, rather than receiving cash. Unitholders who receive distributions in the form of Units will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, those unitholders will not receive cash with which to pay any applicable taxes.
 The following table summarizes the amounts received and units issued to unitholders who have participated in the DRIP during for the years ended December 31, 2024 and 2023:

 DRIP Units Issued
 DRIP Units Value

 539,376
 $
 10,307

 583,174
 11,144

 613,350
 11,728

 649,347
 12,370

 681,693
 12,979

 723,162
 13,827

 734,980
 14,016

 755,243
 14,351

 768,983
 14,625

 772,679
 14,681

 787,133
 14,940

 804,804
 15,243

 Total
 8,413,924
 $

 January 04, 2023
 286,606
 $
 5,325

 288,686
 5,442

 298,750
 5,658

 310,339
 5,807

 320,084
 6,024

 343,881
 6,427

 355,702
 6,705

 379,668
 7,202

 406,420
 7,738

 429,249
 8,190

 461,074
 8,747

 488,426
 9,329

 Total
 4,368,885
 $

 Unit Repurchase Program
 At the discretion of the Board of Directors, the Company may repurchase, in each quarter, up to 5 % of the outstanding Units (either by number of Units or aggregate net asset value) as of such quarter end pursuant to a quarterly unit repurchase program. Units purchased by the Company pursuant to the terms of each offer to repurchase will be retired and thereafter will be unissued Units.
 In the event the amount of Units tendered exceeds the repurchase offer amount, Units will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the unit repurchase plan, as applicable.
 The following table further summarizes the unit repurchases completed for the years ended December 31, 2024 and 2023:

 Repurchase Deadline Request
 Percentage of Outstanding Units the Company Offered to Repurchase(1)

 Price Paid Per Unit
 Repurchase Pricing Date
 Amount Repurchased
 Number of Units Repurchased
 Percentage of Outstanding Units Repurchased(1)

 Maximum number of units that may yet be purchased under the repurchase program(2)

 5.00
 %
 $
 19.05
 $
 28,707
 1,506,944
 1.25
 %
 —

 June 08, 2024
 5.00
 %
 $
 19.07
 June 30, 2024
 52,219
 2,738,253
 1.94
 %
 —

 September 07, 2024
 5.00
 %
 $
 19.00
 37,636
 1,980,872
 1.26
 %
 —

 December 07, 2024
 5.00
 %
 $
 18.96
 2,942,591
 1.78
 %
 —

 Total
 $
 174,354
 9,168,660

 March 14, 2023
 5.00
 %
 $
 18.71
 $
 27,162
 1,451,713
 2.13
 %
 —

 June 02, 2023
 5.00
 %
 $
 18.85
 31,798
 1,686,901
 2.26
 %
 —

 5.00
 %
 $
 19.08
 24,218
 1,269,300
 1.47
 %
 —

 5.00
 %
 $
 19.11
 1,444,053
 1.45
 %
 —

 Total
 $
 110,774
 5,851,967

 (1) Percentage is based on total units as of the close of the previous calendar quarter.
 (2) All repurchase requests were satisfied in full.

 (9) EARNINGS (LOSS) PER UNIT
 The following table sets forth the computation of basic and diluted earnings (loss) per Unit:

 Numerator - net increase (decrease) in Members' Capital from operations
 $
 $
 $
 ( 9,696)

 Denominator - weighted average Units outstanding
 156,537,151
 91,230,657
 53,379,085

 Basic and diluted earnings (loss) per Unit

 $
 1.66
 $
 2.26
 $
 ( 0.18)

 (10) INCOME TAXES
 For income tax purposes, distributions made to holders of the Company's unitholders are reported as ordinary income, capital gains, or a combination thereof. The tax character of distributions made for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, were as follows:

 For The Year Ended

 Distributions paid from:

 Ordinary income (including net short-term capital gains)
 $
 $
 $
 62,264

 Net long-term capital gains
 —
 —
 —

 Total taxable distributions
 $
 $
 $
 62,264

 Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.
 For the year ended December 31, 2024, the Company estimated U.S. federal taxable income exceeded its distributions made from such taxable income during the year; consequently, the Company has elected to carry forward the excess for distribution to holders of the Company's Units in 2024. The amount carried forward to 2025 is estimated to be approximately $ 1,934, of which $ 1,934 is expected to be ordinary income and $ — is expected to be capital gains, although these amounts will not be finalized until the 2024 tax returns are filed in 2025.
 The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book-to-tax treatment of net operating losses, distribution re-designations and timing of the deductibility of certain business expenses, as applicable. To the extent these differences are permanent, they are charged or credited to additional paid-in capital, undistributed net investment income or undistributed net realized gains on investments, as appropriate.
 The book-to-tax differences relating to distributions made to the Company's holders of Units resulted in reclassifications among certain capital accounts as follows:

 As of

 Paid-in capital in excess of par value
 $
 $
 ( 71)
 $
 ( 890)

 Total distributable earnings (loss)
 ( 630)

 The cost and unrealized gain (loss) on the Company's consolidated financial instruments, as calculated on a tax basis, at December 31, 2024, December 31, 2023, and December 31, 2022 were as follows:

 As of

 Gross unrealized appreciation
 $
 54,816
 $
 20,911
 $

 Gross unrealized depreciation
 ( 78,868)
 ( 53,216)
 ( 76,861)

 Net unrealized appreciation (depreciation)
 ( 24,052)
 ( 32,305)
 ( 76,254)

 Tax cost of investments at year end
 $
 $
 $
 2,051,185

 At December 31, 2024, the Company had available for federal income tax purposes unused short-term capital losses of approximately $ 22,321 and long-term capital losses of approximately $ 4,780, that do not have an expiration date.
 To the extent that capital loss carryforwards are used to offset any future capital gains realized, no capital gains tax liability will be incurred by the Company for gains realized and not distributed. To the extent that capital gains are offset, such gains will not be distributed to the shareholders.

 (11) CONSOLIDATED FINANCIAL HIGHLIGHTS
 The following are the financial highlights:

 For the Year Ended December 31, 2022
 For the period from March 4, 2021 (inception) to December 31, 2021(4)

 Per Unit Data:(1)

 Net asset value, beginning of period
 $
 19.11
 $
 18.59
 $
 20.00
 $
 —

 Net investment income (loss)
 1.78
 1.77
 1.26
 —

 Net unrealized and realized gain (loss)(2)

 ( 0.12)
 0.52
 ( 1.56)
 —

 Net increase (decrease) in net assets resulting from operations
 1.66
 2.29
 ( 0.30)
 —

 Distributions declared
 ( 1.81)
 ( 1.77)
 ( 1.11)
 —

 Total increase (decrease) in net assets
 ( 0.15)
 0.52
 ( 1.41)
 —

 Net asset value, end of period
 $
 18.96
 $
 19.11
 $
 18.59
 $
 —

 Units outstanding, end of period
 172,510,464
 120,613,447
 68,104,617
 —

 Weighted average units outstanding
 156,537,151
 91,230,657
 53,379,085
 —

 Total return based on net asset value(3)

 9.05
 %
 12.81
 %
 ( 1.50)
 %
 —
 %

 Ratio/Supplemental Data:

 Members' Capital, end of period
 $
 3,271,186
 $
 2,304,430
 $
 1,266,213
 $
 ( 456)

 Ratio of expenses before waivers to average Members' Capital(4)

 9.54
 %
 8.16
 %
 5.41
 %
 —
 %

 Ratio of net expenses to average Members' Capital(4)

 9.16
 %
 8.13
 %
 3.91
 %
 —
 %

 Ratio of net investment income to average Members' Capital(4)

 9.31
 %
 9.34
 %
 7.25
 %
 —
 %

 Asset coverage ratio(5)

 213.00
 %
 351.00
 %
 274.00
 %
 —
 %

 Portfolio turnover rate
 19.27
 %
 13.96
 %
 4.56
 %
 —
 %

 (1) The per unit data was derived by using the weighted average units 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 units at the opening of the first day of the period and a sale on the closing of the last business day of the period. Distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Company's DRIP.
 (4) Amounts are annualized except for incentive fees, organization and offering costs, and other expenses for which expense support was provided, as applicable.
 (5) Effective October 27, 2021, 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 October 27, 2021, 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.

 (12) SLIC ACQUISTION
 On July 15, 2024, the Company completed its acquisition of SLIC, pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub was first merged with and into SLIC, with SLIC as the surviving company (the "Initial Merger"), and, immediately following the Initial Merger, SLIC was then merged with and into the Company, with the Company as the surviving company (the "Second Merger"). As a result of, and as of the effective time of, the Second Merger, SLIC's separate existence ceased.
 In accordance with the terms of the Merger Agreement, at the effective time of the Second Merger, each share of common stock, $ 0.001 par value per share, of SLIC ("SLIC Common Stock") issued and outstanding immediately prior to the effective time, except for shares owned by the Company, was converted into the right to receive an amount in cash equal to $ 20.59 per share, and SLIC was then merged with and into the Company for no consideration.

 In connection with the closing of the SLIC Acquisition, the Company paid approximately $ 562,504 for the SLIC Common Stock, inclusive of transaction related expenses, pursuant to the terms of the Merger Agreement and for the shares of SLIC Common Stock acquired by the Company pursuant to that certain Securities Purchase Agreement, dated as of May 24, 2024, by and between the Company and an investor in SLIC (the "SPA"). The purchase price per share of SLIC Common Stock in the SPA was equal to the price per share paid to former SLIC stockholders pursuant to the Merger Agreement plus an amount per share of SLIC Common Stock equal to the distributions on such shares of SLIC Common Stock acquired pursuant to the SPA with a record date after the date of the SPA and prior to closing of the SLIC Acquisition.

 The SLIC Acquisition was accounted for as an asset acquisition in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues ("ASC 805"), and the Company was the accounting survivor

 following the SLIC Acquisition. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain "non-qualifying" assets (for example cash) and does not give rise to goodwill.

 The following table summarizes the assets and liabilities of SLIC acquired by the Company in connection with the SLIC Acquisition:

 As of July 14, 2024

 (Unaudited)

 Assets acquired

 Non-controlled/non-affiliated investments, at fair value

 $
 1,101,382

 Cash and cash equivalents

 41,990

 Other assets

 14,665

 Total assets acquired

 1,158,037

 Liabilities assumed

 Debt

 558,073

 Dividend payable

 21,506

 Other liabilities(1)

 16,802

 Total liabilities assumed

 596,381

 Net Assets acquired

 561,656

 Transaction cost

 Total consideration paid

 562,504

 (1) Includes $ 0.41 million of management fees payable.

 (13) 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.

 (14) 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.
 January Issuances and Distribution Declarations
 Pursuant to the Company's continuous private offering, the Company issued approximately 2,728,267 Units for an aggregate offering price of $ 51,728 effective January 1, 2025.
 On January 27, 2025, the Company declared a distribution in the amount of $ 0.1265 per unit and payable on or around February 5, 2025 to unitholders of record as of January 31, 2025.
 On January 27, 2025, the Company declared a special distribution in the amount of $ 0.0474 per unit and payable on or around April 3, 2025 to unitholders of record as of March 31, 2025.
 February Issuances and Distribution Declarations
 Pursuant to the Company's continuous private offering, the Company held a close relating to the sale of its Units for an aggregate offering price of $ 55,983 effective February 1, 2025.
 On February 27, 2025, the Company declared a distribution in the amount of $ 0.1263 per unit and payable on or around March 5, 2025, to unitholders of record as of February 28, 2025.
 March Issuances

 Pursuant to the Company's continuous private offering, the Company held a close relating to the sale of its Units for an aggregate offering price of $ 79,752 effective March 1, 2025.
 Multi-Class Relief
 The Company applied for exemptive relief from the SEC that, if granted, will permit the Company to issue multiple classes of its units with varying sales loads, contingent deferred sales charges, and/or asset-based service and/or distribution fees, the details for which will be finalized at a later date at the Company's discretion.
 Exchange Offer
 Pursuant to a Registration Statement on Form N-14 (File No. 333-284526), which went effective on February 28, 2025, an exchange offer in which holders of the 2030 Notes that were restricted because they were issued in a private placement are being offered the opportunity to exchange such notes for new, registered notes with substantially identical terms. The exchange offer is expected to close April 1, 2025.

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 None.

 Item 9A. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
 As of December 31, 2024 (the end of the period covered by this Report), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the 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.
 Management's Report on Internal Control Over Financial Reporting
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). The Company's internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with GAAP.
 The Company's internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the Company's assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on its consolidated financial statements.
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 Management conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2024 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that the Company's internal control over financial reporting as of December 31, 2024 was effective.
 Attestation Report of the Registered Public Accounting Firm
 The independent registered public accounting firm that audited our consolidated financial statements has not issued an audit report on the effectiveness of our internal control over financial reporting, due to exemptions for non-accelerated filers under the Sarbanes-Oxley Act of 2002, as amended.
 Changes in Internal Controls Over Financial Reporting
 There have been no changes in our internal control over financial reporting that occurred for the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B. Other Information

 Rule 10b5-1 Trading Plans
 During the fiscal quarter ended December 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
 Not applicable.

 Item 10. Directors, Executive Officers and Corporate Governance
 Our Board of Directors oversees our management. Our Board of Directors currently consists of six members, four of whom are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act.
 Our Board of Directors elects our officers, who serve at the discretion of our Board of Directors. The responsibilities of each director include the oversight of our investment activity, the quarterly valuation of our assets, and oversight of our financing arrangements. Our Board of Directors has also established an Audit Committee, and a Nominating and Corporate Governance Committee and may establish additional committees in the future.
 Board of Directors and Executive Officers
 Directors
 Under our LLC Agreement, the Board of Directors will be composed of six directors, unless increased or decreased by a majority of the directors. To the extent required by the 1940 Act, at any time when there are outstanding preferred units, the preferred unitholders shall have the right, as a class, to elect two additional directors to the Board of Directors. Each director will hold office until his or her death, resignation, retirement, disqualification or removal. Information regarding our Board of Directors is as follows:

 Name
 Age
 Position(s) held with the Company and Term of Office

 Interested Directors

 David N. Miller
 Chair of the Board of Directors since 2021

 Jeffrey S. Levin
 Chief Executive Officer and Director since 2021

 Independent Directors

 Joan Binstock
 Director since 2021

 Bruce Frank
 Director since 2021

 Adam Metz
 Director since 2021

 Kevin Shannon
 Director since 2021

 The address for each of our directors is c/o North Haven Private Income Fund LLC, 1585 Broadway, New York, NY 10036.
 Executive Officers Who Are Not Directors

 Name
 Age
 Position(s) held with the Company

 Orit Mizrachi
 Chief Operating Officer

 Michael Occi
 President

 David Pessah
 Chief Financial Officer

 Gauranga Pal
 Chief Compliance Officer

 Dylan Cutinha
 Principal Accounting Officer

 Biographical Information
 Directors
 The Board of Directors has determined that each of the directors is qualified to serve as our director, based on a review of the experience, qualifications, attributes and skills of each director, including those described below. The Board of Directors has determined that each director has significant experience in the investment or financial services industries and has held management, board or oversight positions in other companies and organizations. Each of our directors has demonstrated high character and integrity and has expertise and diversity of experience to be able to offer advice and guidance to our management. For the purposes of this report, our directors have been divided into two groups — independent directors and interested directors. Interested directors are "interested persons" as defined in the 1940 Act.
 Interested Directors
 David N. Miller has served as the Chair of our Board of Directors since October 2021 and has served in the same capacity for each of the other MS BDCs since their formation. Mr. Miller is the Global Head of Private Credit & Equity at Morgan Stanley and a member of the IM operating committee. Mr. Miller joined Morgan Stanley in August 2016 and has over 25 years of investing experience. Prior

 to joining Morgan Stanley, from 2012 to January 2016, Mr. Miller was the President and Chief Executive Officer of Silver Bay Realty Trust Corp., or Silver Bay, a publicly traded real estate investment trust he co-founded in 2011 to capitalize on the significant dislocation in the residential housing market. Prior to Silver Bay, Mr. Miller was a Managing Director at Pine River Capital Management and Two Harbors Investment Corp. where he focused on investment strategy and new business development. During the global financial crisis (2008 – 2011), Mr. Miller served in various roles at the U.S. Department of Treasury, or the Treasury, including as the Chief Investment Officer of the Troubled Asset Relief Program where he created complex crisis response investment programs and managed its $700 billion portfolio. Prior to Treasury, Mr. Miller held various investment roles, including as a portfolio manager at HBK Investments and in the Special Situations Group at Goldman Sachs & Co., where he focused on opportunistic investments in public and private debt and equity. Mr. Miller received an M.B.A. from Harvard Business School and a B.A. magna cum laude in Economics from Dartmouth College where he was elected to Phi Beta Kappa. Mr. Miller's investing experience and experience as a senior officer of several finance companies led our Nominating and Corporate Governance Committee to conclude that Mr. Miller is qualified to serve as a Director.
 Jeffrey S. Levin has served as our Chief Executive Officer and a member of our Board of Directors since October 2021 and has served in the same capacity for each of the other MS BDCs since their formation. Mr. Levin previously served as our President from October 2021 until December 2024. Mr. Levin is Co-Head of Morgan Stanley's North America Private Credit team, where he serves as the Chair of the Direct Lending Investment Committee and is the Portfolio Manager and the Head of Direct Lending. Mr. Levin also serves as Co-Portfolio Manager of the Senior Loan Fund investment strategy. Prior to rejoining Morgan Stanley in February 2019, Mr. Levin was a Partner and Managing Director at The Carlyle Group and a part of the management team for The Carlyle Group's Direct Lending Platform. In addition, Mr. Levin served as President of The Carlyle Group's BDCs from May 2016 to February 2019. From 2012 to May 2016, Mr. Levin served as the Head of Origination for The Carlyle Group's Direct Lending platform. Prior to joining The Carlyle Group in 2012, Mr. Levin was a founding member of the MS Private Credit platform, where he was responsible for originating, structuring and executing credit and private equity investments across various industries. Prior to that role, Mr. Levin was a member of the Leveraged & Acquisition Finance Group at Morgan Stanley, where he was responsible for originating and executing high yield bond and leveraged loan transactions. Mr. Levin received a B.B.A. from Emory University. Mr. Levin's investing experience and experience as a senior officer of other BDCs led our Nominating and Corporate Governance Committee to conclude that Mr. Levin is qualified to serve as a Director.
 Independent Directors
 Joan Binstock has served as a member of our Board of Directors and Chair of our Nominating and Corporate Governance Committee since October 2021 and has served in the same capacity for each of the other MS BDCs since their formation. Ms. Binstock has served as an Advisor at Lovell Minnick Partners, LLC since July 2018, where she is responsible for assisting the firm on deal and operational due diligence activities across all portfolio companies. In addition, she has been a director of the Brown Brothers Harriman US Mutual Funds since September 2019, a member of the board of directors and the Audit Chair of KKR Real Estate Select Trust, Inc., a closed-end management investment company that has elected to be treated as a real estate investment trust, since August 2020, a member of the board of directors of Confluence Technologies, Inc. since April 2023 and a member of the board of directors and Audit Chair of The 2023 ETF Series Trusts since 2023. Ms. Binstock served as a Director of SimCorp A/S from April 2018 to March 2023. Ms. Binstock was a Partner at Lord, Abbett & Co. LLC from 2000 to March 2018, where she served as the Chief Financial Officer. Previously, Ms. Binstock was the Chief Operating Officer at Morgan Grenfell Asset Management. Prior to that, she was a Principal and National Director of the Regulatory and Risk Management Practice at Ernst & Young LLP, the Chief Administrative Officer at BEA/Credit Suisse, and the Chief Administrative Officer of the Capital Markets Group at Goldman Sachs. She served as a Member of the Association of Institutional Investors Board of Directors, was a Director of the Securities Industry and Financial Markets Association, and was a Member of the Global Board of Managers of Omgeo LLC until January 2018. Ms. Binstock is on the board of the Duke School of Medicine Board of Visitors and on the Advisory Council of NY/NJ Year Up and previously served on the board of the Greystone Foundation, each of which is a nonprofit organization. Ms. Binstock is a licensed Certified Public Accountant. She holds a M.B.A. from New York University and a B.A. from the University of Binghamton. Ms. Binstock's investing experience and experience as a senior executive officer in several finance companies led our Nominating and Corporate Governance Committee to conclude that Ms. Binstock is qualified to serve as a Director.
 Bruce D. Frank has served as a member of our Board of Directors and Chair of the Audit Committee since October 2021 and has served in the same capacity for each of the other MS BDCs since their formation. Mr. Frank also serves as a member of the board of directors of Landsea Homes Corporation (f/k/a Landsea Holdings Corporation), where he has served on the board of directors since January 2015 and is currently serving as the Chairman of the Board, chair of the Nominating and Governance Committee and a member of the Audit Committee and Compensation Committees. Mr. Frank previously served on the board of directors of VEREIT, Inc., a real estate operating company, from July 2014 to March 2017 and the board of directors of ACRE Realty Investors Inc., a real estate investment and operating company, from November 2014 to December 2018. Mr. Frank was a Senior Partner at Ernst & Young LLP's real estate practice within the assurance service line from April 1997 through June 2014. Prior to joining Ernst & Young LLP, Mr. Frank worked at KPMG LLP, a public accounting firm, for 17 years. He has over 35 years of experience providing assurance services to prominent public and private owners, investors and developers, both domestically and globally. His extensive experience has included working on initial public offerings and assisting acquirers in consummating acquisition transactions. Mr. Frank received a Bachelor of Science degree in Accounting from Bentley College, is a member of the American Institute of Certified Public

 Accountants and is a Certified Public Accountant in the State of New York. Mr. Frank's past experience as an accountant led our Nominating and Corporate Governance Committee to conclude that Mr. Frank is qualified to serve as a Director.
 Adam Metz has served as a member of our Board of Directors since October 2021 and has served in the same capacity for each of the other MS BDCs since their formation. Mr. Metz has spent over 40 years in the real estate industry. Mr. Metz has served as a director of Hammerson PLC, a British property company, since July 2019. He also serves as chairman of the board of Seritage Growth Properties (NYSE: SRG), a national owner and developer of retail, residential and mixed use properties. Mr. Metz joined The Carlyle Group in October 2013 where he served as Head of International Real Estate and a member of the Management Committee until April 2018. Prior to his tenure at Carlyle, he was a Senior Advisor to Texas Pacific Group Capital's, or TPG, Real Estate Group. Prior to his role at TPG, Mr. Metz was the Chief Executive Officer of General Growth Properties and led the company through one of the largest and most successful bankruptcy and restructurings in real estate investment trust, or REIT, history. Previously, Mr. Metz co-founded Polaris Capital, LLC, a real estate investment firm. Mr. Metz also served as Executive Vice President and Chief Investment Officer of Rodamco, North America, and President and Chief Financial Officer of Urban Shopping Centers. Prior to these roles, Mr. Metz was a Vice President in the Capital Markets group of JMB Realty, and in the Commercial Real Estate Lending Group at The First National Bank of Chicago as a Corporate Lending Officer. Mr. Metz has served on the advisory boards of the real estate programs at both Cornell University and Northwestern University and on the Smithsonian's Hirshhorn Museum and Sculpture Garden Board of Trustees in Washington, DC, where he serves as Vice Chair. Previously, Mr. Metz served as an independent director on numerous boards including Galata Acquisition Corp., from June 2021 to July 2023, Forest City Enterprises from April 2018 to December 2018, Parkway Properties, Aliansce Shopping Centers S.A., AMLI Residential Properties Trust, Bally Total Fitness Holding Corp., and Chia'sso Acquisition LLC. Mr. Metz received his Bachelor's degree from Cornell University, and a Masters of Management degree from Northwestern University. Mr. Metz's investing experience and experience as a senior executive officer in several real estate companies led our Nominating and Corporate Governance Committee to conclude that Mr. Metz is qualified to serve as a Director.
 Kevin Shannon has served as a member of our Board of Directors since October 2021 and Chair of the Compensation Committee since September 2023 and has also served as a member of the board of directors of each of the other MS BDCs since their formation. Mr. Shannon also serves as a member of the board of directors of each of the other MS BDCs. Mr. Shannon also serves on the Advisory Committee of Efferent Health, LLC., a private healthcare startup venture in the medical imaging and data base management field. Mr. Shannon previously served as the Chief Financial Officer of the Harvard Management Company, Inc., the investment advisor for Harvard University's general investment account, from September 2009 to April 2020. Mr. Shannon served on the Operating Committee from September 2009 to December 2018 and chaired the Valuation Committee from June 2015 to December 2017. In addition, since December 2016, he has overseen both investment and operations of Harvard University's Trust & Gifts Group. Prior to joining Harvard Management Company, Inc., Mr. Shannon was the Chief Financial Officer and an Executive Vice President at Moore Capital Management, LLC, a large multi-strategy private investment company, where he worked for 15 years. During his tenure he was responsible for all treasury functions and served as a member of the board of directors, Risk Committee, and Valuation Committee. Mr. Shannon served two consecutive terms on the board of directors of the Managed Funds Association, a group representing the global alternative investment industry and its investors and was a member of its Executive Committee as Vice Chairman and Treasurer. Prior to Moore Capital Management, LLC, he was a senior executive at Lehman Brothers where he served as Senior Vice President and Chief Financial Officer of Lehman's derivative products subsidiary and earlier as Director of Firm Trading Accounting and Controls. Prior to joining Lehman Brothers, Mr. Shannon began his career as an auditor at KPMG LLP, serving financial services clients. Mr. Shannon served a two-year tenure as a part time adjunct lecturer with Baruch College's Department of Accounting. Mr. Shannon takes an active role in his community; he served on the board of Help for Children for 20 years until December 31, 2023 and was formerly a member of the Audit and Executive Committees, and he is currently a member of the Boston Economics Club. Mr. Shannon received his Bachelor of Science degree, magna cum laude, from New York University and an M.B.A. from Fairleigh Dickinson University. Mr. Shannon's investing experience and experience as a senior executive officer in several finance companies led our Nominating and Corporate Governance Committee to conclude that Mr. Shannon is qualified to serve as a Director.
 Executive Officers Who Are Not Directors
 Orit Mizrachi was appointed as our Chief Operating Officer in October 2021 and has served in the same capacity for each of the other MS BDCs since their formation. Ms. Mizrachi has been a Managing Director of IM since January 2023 and previously served as an Executive Director of IM from April 2019 to December 2022. Prior to joining Morgan Stanley in April 2019, Ms. Mizrachi held various senior positions at The Carlyle Group from 2010 to 2018, including the Chief Operating Officer of the direct lending platform and The Carlyle Group's BDCs as well as serving as interim Chief Financial Officer of The Carlyle Group's BDCs from September 2014 through March 2015. Prior to joining The Carlyle Group in 2010, Ms. Mizrachi worked in the hedge fund industry as a chief financial officer and controller. Ms. Mizrachi started her career in public accounting as an auditor. Ms. Mizrachi has a Bachelor of Science in Accounting.

 Michael Occi was appointed as our President in January 2025 and also serves in the same capacity for each of the other MS BDCs. Mr. Occi previously served as our Chief Administrative Officer from January 2023 until his appointment as President. Mr. Occi has been a Managing Director of IM since April 2022. Mr. Occi joined Morgan Stanley in 2006. Prior to joining IM, Mr. Occi served as Head of Financial Institutions Equity Capital Markets between May 2019 and April 2022. Previously, Mr. Occi held a variety of other roles within Equity Capital Markets as well as in the financial institutions coverage areas in Fixed Income Capital Markets and in the Investment Banking Division. Mr. Occi graduated magna cum laude from Georgetown University, with a BA in Finance and Accounting.
 David Pessah was appointed as our Chief Financial Officer in December 2023 and serves in the same capacity for each of the other MS BDCs. Mr. Pessah has been a Managing Director of Morgan Stanley IM since December 2023. Prior to joining Morgan Stanley, Mr. Pessah held various positions at Goldman Sachs from September 2010 to November 2023, most recently as the Chief Financial Officer, Treasurer and Chief Accounting Officer of its business development company complex within Goldman Sachs' Private Credit group. Mr. Pessah started his career in September 2007 at Ernst & Young LLP as an auditor in their financial services group. Mr. Pessah received his Bachelor of Science in Accounting from the University of Delaware and his MBA in Finance from Baruch College.
 Gauranga Pal was appointed as our Chief Compliance Officer in May 2023 and serves in the same capacity for each of the other MS BDCs. In addition, Mr. Pal serves as Executive Director of IM. Mr. Pal joined IM in 2023. Prior to joining Morgan Stanley, Mr. Pal served as a Managing Director and Head of Investments Compliance of Blue Owl Capital where he served as from March 2021 to February 2023. Prior to Blue Owl Capital, Mr. Pal held various positions at Goldman Sachs between January 2005 to February 2021, most recently a Vice President and Senior Compliance Officer. Mr. Pal received his bachelor of technology in Chemical Engineering from the Indian Institute of Technology Kanpur and his MBA from the City University of New York.
 Dylan Cutinha was appointed as our Principal Accounting Officer in November 2024. Mr. Cutinha is an Executive Director at Morgan Stanley and a member of Morgan Stanley's U.S. private credit strategies team within the private credit platform of Morgan Stanley Investment Management. Mr. Cutinha is responsible for the finance, accounting and reporting functions for each of the other MS BDCs and other direct lending vehicles. Prior to joining Morgan Stanley in 2023, Mr. Cutinha was a Director at Lafayette Square on its credit platform. Prior to Lafayette Square, Mr. Cutinha held various positions at The Carlyle Group from 2015 to 2021, on the private credit platform including The Carlyle Group's BDC complex. Mr. Cutinha started his career in public accounting. Mr. Cutinha received his Bachelor of Science in Accounting from Rutgers University.
 Board of Directors Leadership Structure
 Our Board of Directors monitors and performs an oversight role with respect to our business and affairs, including with respect to our investment practices and performance, compliance with regulatory requirements and the services, expenses and performance of our service providers. Among other things, our Board of Directors approves the appointment of our Adviser and officers, reviews and monitors the services and activities performed by our Adviser and executive officers and approves the engagement and reviews the performance of our independent public accounting firm.
 Under our LLC Agreement, our Board of Directors may designate a Chair to preside over the meetings of our Board of Directors and meetings of the unitholders and to perform such other duties as may be assigned to him or her by the Board of Directors. We do not have a fixed policy as to whether the Chair of the Board of Directors should be an independent director and believe that we should maintain the flexibility to select the Chair and reorganize the leadership structure, from time to time, based on criteria that are in our best interests and the best interests of our unitholders at such times.
 Presently, David N. Miller serves as the Chair of our Board of Directors. Mr. Miller is an "interested person" as defined in Section 2(a)(19) of the 1940 Act of us, and therefore, is an interested director. We believe that Mr. Miller's extensive knowledge of the financial services industry and capital markets in particular qualify him to serve as the Chair of our Board of Directors. We believe that we are best served through this leadership structure, as Mr. Miller's relationship with our Adviser provides an effective bridge and encourages an open dialogue between management and our Board of Directors, ensuring that both groups act with a common purpose.
 Our Board of Directors does not currently have a designated lead independent director. We are aware of the potential conflicts that may arise when a non-independent director is Chair of the Board of Directors, but believe these potential conflicts are offset by our strong corporate governance policies. Our corporate governance policies include regular meetings of the independent directors in executive session without the presence of interested directors and management, the establishment of the Audit Committee and the Nominating and Corporate Governance Committee, each of which is comprised solely of independent directors and the appointment of a chief compliance officer, with whom the independent directors meet regularly without the presence of interested directors and other members of management, for administering our compliance policies and procedures.
 We recognize that different board of directors' leadership structures are appropriate for companies in different situations. We intend to re-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet our needs.
 Board of Directors' Role in Risk Oversight

 Our Board of Directors performs its risk oversight function primarily through (a) its standing Audit Committee, which reports to the entire Board of Directors and is comprised solely of Independent Directors, and (b) active monitoring by our Chief Compliance Officer and of our compliance policies and procedures.
 As described below in more detail under "Committees of the Board of Directors," the Audit Committee assists our Board of Directors in fulfilling its risk oversight responsibilities. The Audit Committee's risk oversight responsibilities include overseeing the accounting and financial reporting processes, our valuation process, our systems of internal controls regarding finance and accounting and audits of our financial statements.
 Our Board of Directors also performs its risk oversight responsibilities with the assistance of the Chief Compliance Officer. Our Board of Directors annually reviews a written report from the Chief Compliance Officer discussing the adequacy and effectiveness of our compliance policies and procedures and our service providers. The Chief Compliance Officer's annual report addresses, at a minimum, (a) the operation of our compliance policies and procedures and our service providers since the last report; (b) any material changes to such policies and procedures since the last report; (c) any recommendations for material changes to such policies and procedures as a result of the Chief Compliance Officer's annual review; and (d) any compliance matter that has occurred since the date of the last report about which our Board of Directors would reasonably need to know to oversee our compliance activities and risks. In addition, the Chief Compliance Officer meets separately in executive session with the Independent Directors at least once each year.
 We believe that our Board of Director's role in risk oversight is effective and appropriate given the extensive regulation to which we are subject as a BDC. As a BDC, we are required to comply with certain regulatory requirements that control the levels of risk in our business and operations. For example, our ability to incur indebtedness is limited such that our asset coverage, as defined in the 1940 Act, must equal at least 150% immediately after each time we incur indebtedness, and we generally must invest at least 70% of our total assets in "qualifying assets." In addition, we are not generally permitted to invest in any portfolio company in which one of our affiliates currently has an investment.
 We recognize that different board roles in risk oversight are appropriate for companies in different situations. We intend to re-examine the manners in which our Board of Directors administers its oversight function on an ongoing basis to ensure that they continue to meet our needs.
 Insider Trading Policy
 Our insider trading policy (the "Insider Trading Policy") governs the purchase, sale, and/or any other dispositions of our securities by directors, officers, employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. To the extent we engage in transactions in our securities, we do so in accordance with applicable laws.
 Committees of the Board of Directors
 An Audit Committee and a Nominating and Corporate Governance Committee have been established by our Board of Directors. All directors are expected to attend at least 75% of the aggregate number of meetings of our Board of Directors and of the respective committees on which they serve.
 Audit Committee
 The members of the Audit Committee are Ms. Binstock and Messrs. Frank, Metz and Shannon, each of whom is financially literate, is not considered an "interested person" of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act, and meets the independence requirements of Rule 10A(m)(3) of the Exchange Act. Mr. Frank serves as Chair of the Audit Committee. Our Board of Directors has determined that Ms. Binstock and Messrs. Frank, Metz and Shannon are each an "audit committee financial expert" as that term is defined under Item 407 of Regulation S-K of the Exchange Act. The Audit Committee operates pursuant to a charter approved by our Board of Directors, which sets forth the responsibilities of the Audit Committee. The Audit Committee charter is available on our website at  The Audit Committee's responsibilities include establishing guidelines and making recommendations to our Board of Directors regarding the valuation of certain of our loans and investments, selecting our independent registered public accounting firm, reviewing with such independent registered public accounting firm the planning, scope and results of their audit of our financial statements, pre-approving the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing our annual financial statements and periodic filings and receiving our audit reports and financial statements.
 Nominating and Corporate Governance Committee
 The members of the Nominating and Corporate Governance Committee are Ms. Binstock and Messrs. Frank, Metz and Shannon, each of whom is not considered an "interested person" of the Company, as that term is defined in Section 2(a)(19) of the 1940 Act. Ms. Binstock serves as Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee operates pursuant to a charter approved by our Board of Directors. The Nominating and Corporate Governance Committee charter is available on our website at  The Nominating and Corporate Governance Committee is responsible for selecting, researching and nominating qualified nominees to be elected to the Board of Directors, selecting qualified nominees to fill any vacancies on our Board of Directors or a committee of the Board of Directors (consistent with

 criteria approved by our Board of Directors), developing and recommending to our Board of Directors a set of corporate governance principles applicable to us and overseeing the evaluation of our Board of Directors and our management.
 The Nominating and Corporate Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the Nominating and Corporate Governance Committee considers and discusses director diversity, among other factors, with a view toward the needs of our Board of Directors as a whole. The Nominating and Corporate Governance Committee generally conceptualizes diversity expansively, including concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to our Board of Directors, when identifying and recommending director nominees. The Nominating and Corporate Governance Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Nominating and Corporate Governance Committee's goal of creating a board of directors that best serves our needs and the interests of our unitholders.
 Indemnification Agreements
 We have entered into indemnification agreements with our directors and officers. The indemnification agreements are intended to provide our directors and officers the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides that we will indemnify the director or officer who is a party to the agreement (an "Indemnitee"), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Delaware law and the 1940 Act.
 Investment Committee
 The Adviser has established the Investment Committee to be responsible for the Company's investment decisions and it is comprised of senior investment professionals of IM and is chaired by our Chief Executive Officer and member of the Board of Directors, Jeffrey S. Levin. The Investment Committee also serves as the investment committee for the other MS BDCs. All investment decisions are reviewed and approved by the Investment Committee, which has principal responsibility for approving new investments and overseeing the management of existing investments.
 With an average of 25 years of experience, the members of the Investment Committee have significant investing, leveraged finance and risk management experience and provide valuable diligence insights to the Investment Team. The Investment Team leverages the broad experience-set of the Investment Committee to evaluate transactions and develop a framework for seeking appropriate risk-adjusted returns and risk mitigation strategies for target investments.
 The members of the Investment Committee are: David N. Miller, Jeffrey S. Levin, Jeffrey Day, Kunal Soni, David Kulakofsky, Sean Sullivan, Ashwin Krishnan, Henry 'Hank' D'Alessandro, Toby Norris and Peter Ma.
 The foregoing lists of personnel may not be complete lists and are subject to change, at any time, at the discretion of the Adviser, and no assurance can be given that such personnel will remain in their current positions or retain their current functions with regard to the platform or the Company. Also, the Adviser may change the scope of senior management, portfolio management or the Investment Committee's responsibilities from time to time, or may conduct periodic portfolio reviews through other internal management committees within guidelines and constraints approved by the Investment Committee. The Adviser undertakes no obligation to update the foregoing description relating to senior management, portfolio management or the Investment Committee in the event of a change in personnel or in the scope of responsibilities.

 Item 11. Executive Compensation
 Compensation of Executive Officers
 None of our executive officers receive direct compensation from us. Any compensation paid for services relating to our financial reporting and compliance functions will be paid by our Administrator, subject to reimbursement by us of an allocable portion of such compensation for services rendered to us. To the extent that the Administrator outsources any of its functions, we will pay the fees associated with such functions on a direct basis without profit to our Administrator.
 Compensation of Directors
 For the fiscal year ended December 31, 2024, the Independent Directors received an annual fee of $100,000 through July 31, 2024 and $125,000 from August 1, 2024 (prorated for any partial year). The chair of the Audit Committee received an additional fee of $7,500 through July 31, 2024 and $15,000 from August 1, 2024 (prorated for any partial year). We are also authorized to pay the reasonable out-of-pocket expenses for each Independent Director incurred in connection with fulfillment of his or her duties as Independent Directors.
 We have obtained directors' and officers' liability insurance on behalf of our directors and officers. We do not have a profit-sharing or retirement plan, and directors do not receive any pension or retirement benefits. No compensation is paid to directors who are "interested persons." The Board of Directors reviews and determines the compensation of the Independent Directors.

 The following table sets forth information concerning total compensation earned by or paid to each of our Independent Directors for the year ended December 31, 2024. No compensation is paid by the Company to any interested director of the Company.

 Total Compensation from the Company
 Total Compensation from the Fund Complex(1)

 Joan Binstock
 $
 110,394
 $
 374,945

 Bruce Frank
 $
 121,012
 $
 414,254

 Adam Metz
 $
 110,394
 $
 374,945

 Kevin Shannon
 $
 110,394
 $
 374,945

 (1)The "Fund Complex" consists of the Company, Morgan Stanley Direct Lending Fund, North Haven Private Income Fund A LLC, LGAM Private Credit LLC, T Series Middle Market Loan Fund LLC, SL Investment Corp LLC and SL Investment Fund II LLC.

 Compensation Committee Interlocks and Insider Participation
 We currently do not have a compensation committee of our Board and our Board does not make determinations regarding compensation of executive officers because we do not directly pay any compensation to our executive officers.
 Timing of Grants of Options
 We did not grant awards of stock options, stock appreciation rights or similar option-like instruments during the fiscal year ended December 31, 2024. Accordingly, we have nothing to report under Item 402(x) of Regulation S-K.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters
 The following table sets forth certain information as of March 4, 2025 with respect to our Units for those persons who beneficially own five percent or more of our outstanding Units, each of our directors and officers, and all our officers and directors, as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

 Percentage of Units outstanding

 Name and address
 Type of ownership
 Units owned
 Percentage

 Joan Binstock
 3,192
 *

 Bruce Frank
 2,544
 *

 Jeffrey S. Levin
 12,767
 *

 Adam Metz
 —
 —
 —

 David N. Miller
 —
 —
 —

 Kevin Shannon
 2,584
 *

 Orit Mizrachi
 1,314
 *

 Michael Occi
 5,313
 *

 David Pessah
 —
 —
 —

 Gauranga Pal
 —
 —
 —

 Dylan Cutinha
 —
 —
 —

 All directors and officers as a group (11 persons)
 27,715
 *

 * Represents less than 1.0%

 Item 13. Certain Relationships and Related Transactions and Director Independence
 Investment Advisory Agreement
 We entered into an Investment Advisory Agreement with our Investment Adviser on November 4, 2021. Pursuant to the Investment Advisory Agreement, we pay our Investment Adviser a fee for investment advisory and management services consisting of two components — a base management fee and an incentive fee. The Investment Advisory Agreement has an initial term of two years and

 continues thereafter from year to year if approved annually by a majority of our unitholders or our Independent Directors. The Investment Advisory Agreement was most recently renewed in August 2024.
 Administration Agreement
 We entered into the Administration Agreement on November 4, 2021 with our Administrator who provides us with office space, office services and equipment. Under the Administration Agreement, our Administrator also performs, or oversees the performance of, our required administrative services, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology, internal audit and investor relations, and being responsible for the financial records that we are required to maintain and preparing reports to our unitholders and reports filed with the SEC. In addition, our Administrator assists us in determining and publishing our net asset value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our unitholders, our internal control assessment under the Sarbanes-Oxley Act, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Administration Agreement was most recently renewed in August 2024.
 Placement Agent Agreements
 On November 9, 2021, the Company entered into a Placement Agent Agreement with the Paying Agent, the Placement Agent and the Investment Adviser. Under the terms of the Placement Agent Agreement, the Placement Agent and certain of its affiliates assist in the placement of Units in the Company's private offering. The Company is not liable for any payments to the Placement Agent pursuant to the Placement Agent Agreement, which payments are made by the Investment Adviser and, to the extent the Paying Agent receives any payments, the Paying Agent.
 On November 9, 2021, the Company entered into the MSDI Agreement with MSDI. Under the terms of the MSDI Agreement, MSDI assists in the placement of Units in the Company's private offering. The Company pays servicing fees to MSDI calculated based on the net asset values of each eligible class of units and calculated in arrears.
 Expense Support and Conditional Reimbursement Agreement
 We have entered into the Expense Support Agreement with the Adviser on November 30, 2021. The Adviser may elect to make an Expense Payment on our behalf, provided that no portion of the payment will be used to pay any of our interest expense and/or distributions. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than 45 days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates. The Investment Adviser agreed to make Expense Payments on the Company's behalf through December 31, 2024. The Expense Support Agreement may require the Company to repay the Investment Adviser for previously waived reimbursement of expense payments under certain circumstances. The previously waived expenses are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of the relevant waiver.
 MS Credit Partners Holdings, Inc. Investment
 MS Credit Partners Holdings, Inc., a wholly owned subsidiary of Morgan Stanley and an affiliate of the Investment Adviser, has entered into subscription agreements and has made an aggregate capital contribution of $25.0 million, in exchange for 1,256,051 Units. MS Credit Partners Holdings, Inc. has no further capital, liquidity or other financial obligation to the Company beyond this equity investment.
 Director Independence
 The 1940 Act requires that at least a majority of our directors not be "interested persons" (as defined in the 1940 Act) of the Company. On an annual basis, each member of our Board of Directors is required to complete an independence questionnaire designed to provide information to assist our Board of Directors in determining whether the director is independent under the 1940 Act and our corporate governance guidelines. Our Board of Directors has and determined that each of our directors, other than Messrs. Miller and Levin, is independent under the Exchange Act and the 1940 Act. Our governance guidelines require any director who has previously been determined to be independent to inform the Chair of the Board of Directors, the Chair of the Nominating and Corporate Governance Committee and our corporate secretary of any change in circumstance that may cause his or her status as an Independent Director to change. Our Board of Directors limits membership on the Audit Committee and the Nominating and Corporate Governance Committee to Independent Directors.

 Item 14. Principal Accountant Fees and Services
 Principal Accountant Fees and Services
 Set forth in the table below are audit fees and non-audit related fees billed to the Company and payable to Deloitte for professional services performed for the Company for the year ended December 31, 2024.

 Fiscal Year/Period
 Audit Fees
 Audit-Related Fees (1)

 Tax Fees (2)

 All Other Fees (3)

 2024
 $
 345,000
 $
 70,000
 $
 —
 $
 85,000

 2023
 $
 $
 —
 $
 —
 $
 —

 (1)"Audit-Related Fees" are those fees billed to the Company relating to audit services provided by Deloitte.
 (2)"Tax Fees" are those fees billed to the Company in connection with tax consulting services performed by Deloitte, including primarily the review of the Company's income tax returns.
 (3)"All Other Fees" are those fees billed to the Company in connection with permitted non-audit services performed by Deloitte.
 The Audit Committee reviews, negotiates and approves in advance the scope of work, any related engagement letter and the fees to be charged by the independent registered public accounting firm for audit services and permitted non-audit services for the Company and for permitted non-audit services for the Company's investment advisers and any affiliates thereof that provide services to the Company if such non-audit services have a direct impact on the operations or financial reporting of the Company. All of the audit and non-audit services described above for which fees were incurred by the Company for the year ended December 31, 2024, were pre-approved by the Audit Committee, in accordance with its pre-approval policy.

 Item 15. Exhibits and Financial Statement Schedules
 (a) Documents filed as part of this report
 The following documents are filed as part of this annual report:
 (1)Financial Statements – Financial statements are included in Item 8. See the table of contents to the consolidated financial statements on page 83 of this annual report on Form 10-K.
 (2)Financial Statement Schedules – None. We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated statements or notes to the consolidated financial statements.
 (3)Exhibits – The following is a list of all exhibits filed as a part of this annual report on Form 10-K, including those incorporated by reference
 Please note that the agreements included as exhibits to this Form 10-K are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.
 (b) Exhibits
 The following exhibits are filed as part of this Report or hereby incorporated by reference to exhibits previously filed with the SEC:
 Exhibit
 Description

 2.1
 Agreement and Plan of Merger, by and among North Haven Private Income Fund LLC, SL Investment Corp., Cobalt Merger Sub Inc. and MS Capital Partners Adviser Inc., dated as of May 28, 2024 (Incorporated by reference to the Company's Current Report on Form 8-K, filed by the Company on May 28, 2024 (File No. 814-01489)).

 2.2****
 Securities Purchase Agreement, by and among [***], North Haven Private Income Fund LLC and, solely for purposes of section 9 thereof, SL Investment Corp., dated as of May 24, 2024 (Incorporated by reference to the Company's Current Report on Form 8-K, filed by the Company on May 28, 2024 (File No. 814-01489)).

 3.1
 Certificate of Formation of the Company (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).

 3.2
 Certificate of Amendment of Certificate of Formation of the Company, dated as of November 3, 2021 (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).

 3.3
 First Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 26, 2021 (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).

 3.4
 First Amendment to First Amended and Restated Limited Liability Company Agreement of the Company, dated as of November 3, 2021 (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).

 4.1*
 Description of Securities

 4.2
 Indenture, dated as of October 1, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to the Company's Current Report on Form 8-K, filed by the Company on October 2, 2024 (File No. 814-01489)).

 4.3
 First Supplemental Indenture, dated as of October 1, 2024, relating to the 5.750% Notes due 2030, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to the Company's Current Report on Form 8-K, filed by the Company on October 2, 2024 (File No. 814-01489)).

 4.4
 Form of 5.750% Notes due 2030 (incorporated by reference to Exhibit 4.2 hereto).

 4.5
 Registration Rights Agreement, dated as October 1, 2024, relating to the 5.750% Notes due 2030, by and among the Company and J.P. Morgan Securities LLC, BNP Paribas Securities Corp., ING Financial Markets LLC, SMBC Nikko Securities America, Inc., and Truist Securities, Inc. a, as the representatives of the Initial Purchasers (Incorporated by reference to the Company's Current Report on Form 8-K, filed by the Company on October 2, 2024 (File No. 814-01489)).

 10.1
 Investment Advisory Agreement, dated as of November 4, 2021 (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).

 10.2
 Administration Agreement, dated as of November 4, 2021 (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).)

 10.3
 Form of Indemnification Agreement (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).)

 10.4a
 Master Custodian Agreement by and among each business development company identified on Appendix A thereto and State Street Bank and Trust Company, dated as of September 25, 2019 (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).

 10.4b
 Form of Joinder to Master Custodian Agreement by and among each business development company identified on Appendix A thereto and State Street Bank and Trust Company, dated as of September 25, 2019 (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).

 10.5
 Distribution Reinvestment Plan (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).

 10.6
 Form of Subscription Agreement (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).

 10.7
 Expense Support and Conditional Reimbursement Agreement, dated November 30, 2021 (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).

 10.8

 First Amendment to the Expense Support and Conditional Reimbursement Agreement, dated March 15, 2022 (Incorporated by reference to Amendment No. 1 to the Company's Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).

 10.9
 Placement Agency Agreement, dated as of November 9, 2021, by and between North Haven Private Income Fund LLC and Morgan Stanley Distribution Inc (Incorporated by reference to Amendment No. 1 to the Company's Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).

 10.10
 Second Amended and Restated Facility Agreement, dated as of December 29, 2021, by and among Broadway Funding Holdings, LLC, as the seller, Cliffwater Corporate Lending Fund, as the parent, and the Company, as the purchaser (Incorporated by reference to Amendment No. 1 to the Company's Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).

 10.11
 Senior Secured Revolving Credit Agreement, dated as of February 1, 2022 with the Company, as a borrower, ING Capital LLC, as administrative agent, Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as joint lead arrangers, and the lenders from time to time party thereto (Incorporated by reference to Amendment No. 1 to the Company's Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).

 10.12
 Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated as of July 7, 2022 with the Company, as a borrower, ING Capital LLC, as administrative agent, Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as joint lead arrangers, and the lenders from time to time party thereto (Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on August 10, 2022 (File No. 814-01489)).

 10.13
 Amendment No. 3 to Senior Secured Revolving Credit Agreement, dated as of August 1, 2023 with the Company, as a borrower, ING Capital LLC, as administrative agent and as joint lead arranger and sole book runner (Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on August 9, 2023 (File No. 814-01489)).

 10.14
 Amendment No. 4 to Senior Secured Revolving Credit Agreement, dated as of June 25, 2024 with the North Haven Private Income Fund LLC, as a borrower, ING Capital LLC, as administrative agent, ING Capital LLC and Truist Securities, Inc. as joint book runners and ING Capital LLC, MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation and Truist Securities, Inc. as joint lead arrangers (Incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed on August 12, 2024 (File No. 814-01489)).

 10.15
 Amendment No. 5 to Senior Secured Revolving Credit Agreement, dated as of July 15, 2024 with the North Haven Private Income Fund LLC, as a borrower, ING Capital LLC, as administrative agent, ING Capital LLC and Truist Securities, Inc. as joint book runners and ING Capital LLC, MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation and Truist Securities, Inc. as joint lead arrangers (Incorporated by reference to the Company's Current Report on Form 8-K, filed by the Company on July 17, 2024 (File No. 814-01489)).

 10.16
 Joinder Agreement, dated as of February 4, 2022, by Sumitomo Mitsui Banking Corporation, as assuming lender, in favor of North Haven Private Income Fund LLC, as borrower, and ING Capital LLC, as administrative agent (Incorporated by reference to Amendment No. 1 to the Company's Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).

 10.17
 Joinder Agreement, dated as of February 4, 2022, by State Street Bank and Trust Company, as assuming lender, in favor of North Haven Private Income Fund LLC, as borrower, and ING Capital LLC, as administrative agent (Incorporated by reference to Amendment No. 1 to the Company's Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).

 10.18
 Joinder Agreement, dated as of February 8, 2022, by MUFG Bank, Ltd., as assuming lender, in favor of North Haven Private Income Fund LLC, as borrower, and ING Capital LLC, as administrative agent (Incorporated by reference to Amendment No. 1 to the Company's Form 10-12G filed by the Company on March 15, 2022 (File No. 000-56388)).

 10.19
 Joinder Agreement, dated as of July 8, 2022, by Apple Bank for Savings, as assuming lender, in favor of North Haven Private Income Fund LLC, as borrower, and ING Capital LLC, as administrative agent (Incorporated by reference to the Company's Annual Report on Form 10-K filed on March 9, 2023 (File No. 814-01489)).

 10.20
 Joinder Agreement, dated as of July 8, 2022, by BNP Paribas, as assuming lender, in favor of North Haven Private Income Fund LLC, as borrower, and ING Capital LLC, as administrative agent (Incorporated by reference to the Company's Annual Report on Form 10-K filed on March 9, 2023 (File No. 814-01489)).

 10.21
 Joinder Agreement, dated as of September 28, 2022, by JPMorgan Chase Bank, N.A., as assuming lender, in favor of North Haven Private Income Fund LLC, as borrower, and ING Capital LLC, as administrative agent (Incorporated by reference to the Company's Annual Report on Form 10-K filed on March 9, 2023 (File No. 814-01489)).

 10.22
 Loan and Servicing Agreement, dated as of June 29, 2022, among PIF Financing SPV LLC, as borrower, the conduit lenders and institutional lenders from time to time party hereto, as lenders, the lender agents from time to time party hereto, as lender agents, Wells Fargo Bank, National Association, as administrative agent, North Haven Private Income Fund LLC, as equityholder and servicer, and State Street Bank and Trust Company, as collateral agent and collateral custodian (Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on August 10, 2022 (File No. 814-01489)).

 10.23
 First Amendment to the Loan and Servicing Agreement dated as of April 20, 2023 by and among PIF Financing SPV LLC, as borrower, the conduit lenders and institutional lenders from time to time party hereto, as lenders, the lender agents from time to time party hereto, as lender agents, Wells Fargo Bank, National Association, as administrative agent, North Haven Private Income Fund LLC, as equityholder and servicer, and State Street Bank and Trust Company, as collateral agent and collateral custodian (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on April 24, 2023 (File No. 814-01489)).

 10.24***
 Third Amendment to Loan and Servicing Agreement, dated as of July 12, 2024, by and among by and among PIF Financing SPV LLC, as borrower, the conduit lenders and institutional lenders from time to time party thereto, as lenders, the lender agents from time to time party thereto, as lender agents, Wells Fargo Bank, National Association, as administrative agent, and North Haven Private Income Fund LLC, as equityholder and service(Incorporated by reference to the Company's Current Report on Form 8-K, filed by the Company on July 15, 2024 (File No. 814-01489)).

 10.25
 Loan and Security Agreement, dated as of September 12, 2023, among PIF Financing II SPV LLC, as borrower, Citizens Bank, N.A., as facility agent and as a lender, the other lenders party thereto, North Haven Private Income Fund LLC, as servicer, as equityholder and as transferor, and State Street Bank and Trust Company, as collateral agent, as account bank and as collateral custodian (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on September 15, 2023 (File No. 814-01489).

 10.26***
 Amendment No. 1 to Loan and Security Agreement, dated as of July 10, 2024, by and among PIF Financing II SPV LLC, as borrower, North Haven Private Income Fund LLC, as servicer and equityholder, Citizens Bank, N.A., as facility agent, the Lenders party thereto, and State Street Bank and Trust Company, as collateral agent (Incorporated by reference to the Company's Current Report on Form 8-K, filed by the Company on July 15, 2024 (File No. 814-01489)).

 10.27
 Amended and Restated Loan and Security Agreement, dated as of June 3, 2021, incorporating Amendments No. 1-3, among SLIC Financing SPV LLC, SL Investment Corp., SL Investment Feeder Fund L.P., SL Investment Feeder Fund GP Ltd., U.S. Bank National Association, as collateral agent, as collateral administrator and as securities intermediary, JPMorgan Chase Bank, National Association and the lenders party thereto (Incorporated by reference to SL Investment Corp.'s Quarterly Report on Form 10-Q, filed by SL Investment Corp. on August 10, 2022 (File No. 814-01366)).

 10.28
 Amendment No. 4 to Amended and Restated Loan and Security Agreement, dated as of March 31, 2023, by and among SLIC Financing SPV LLC, as the borrower, SL Investment Corp., as the parent and servicer, SL Investment Feeder Fund L.P. and SL Investment Feeder Fund GP Ltd., as pledgors, U.S. Bank National Association, as collateral agent, as collateral administrator and as securities intermediary, JPMorgan Chase Bank, National Association, as administrative agent, the lenders party thereto, and the issuing banks party thereto (Incorporated by reference to SL Investment Corp.'s Current Report on Form 8-K, filed by SL Investment Corp. on April 4, 2023 (File No. 814-01366)).

 10.29
 Amendment No. 5 to Amended and Restated Loan and Security Agreement, dated as of June 26, 2024, by and among SLIC Financing SPV LLC, as the borrower, SL Investment Corp., as the parent and servicer, SL Investment Feeder Fund L.P. and SL Investment Feeder Fund GP Ltd., as pledgors, U.S. Bank National Association, as collateral agent, as collateral administrator and as securities intermediary, JPMorgan Chase Bank, National Association, as administrative agent, the lenders party thereto, and the issuing banks party thereto (Incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed on August 12, 2024 (File No. 814-01489)).

 10.30
 Amendment No. 6 to Amended and Restated Loan and Security Agreement, dated as of July 15, 2024, by and among SLIC Financing SPV LLC, as the borrower, North Haven Private Income Fund LLC, as the parent and servicer, U.S. Bank National Association, as collateral agent, as collateral administrator and as securities intermediary, JPMorgan Chase Bank, National Association, as administrative agent, the lenders party thereto, and the issuing banks party thereto (Incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed on November 12, 2024 (File No. 814-01489)).

 10.31
 Master Note Purchase Agreement by and between the Company and the purchasers party thereto, dated March 16, 2023 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on March 30, 2023 (File No. 814-01489)).

 10.32
 Master Note Purchase Agreement by and between the Company and the purchasers party thereto, dated August 10, 2023 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on August 11, 2023 (File No. 814-01489)).

 10.33
 First Supplement, dated December 1, 2023, to the Master Note Purchase Agreement by and between the Company and the purchasers party thereto, dated August 10, 2023 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed by the Company on December 5, 2023 (File No. 814-01489)).

 10.34
 Second Supplement to Note Purchase Agreement by and between North Haven Private Income Fund LLC and the purchasers party thereto, dated August 5, 2024 (Incorporated by reference to the Company's Quarterly Report on Form 10-Q, filed on August 12, 2024 (File No. 814-01489)).

 10.35*
 Second Amendment and Restated Loan and Security Agreement, dated as of November 26, 2024, by and among SLIC Financing SPV LLC, as the Borrower, North Haven Private Income Fund LLC, as the Parent and Servicer, U.S. Bank National Association, as collateral agent, as collateral administrator and as securities intermediary, JPMorgan Chase Bank, National Association, as Administrative Agent, the lenders party thereto, and the issuing banks party thereto.

 14.1
 Code of Ethics of the Company (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).

 14.2
 Code of Ethics of MS Capital Partners Adviser Inc (Incorporated by reference to the Company's Form 10-12G filed by the Company on January 21, 2022 (File No. 000-56388)).

 19.1*
 Insider Trading Policy

 21.1*
 Subsidiaries of the Registrant.

 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*

 101.SCH*

 104*

 *
 Filed herewith

 **
 Furnished herewith

 ***
 Exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

 ****
 Portions of this exhibit, marked by brackets, have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they (i) are not material and (ii) are of the type that the Company treats as private or confidential. The Company undertakes to promptly provide an unredacted copy of this exhibit on a supplemental basis, if requested by the Securities and Exchange Commission or its staff.

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

 By:
 /s/ Jeffrey S. Levin

 Jeffrey S. Levin
 Director and Chief Executive Officer (Principal Executive Officer)

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 By:
 /s/ Jeffrey S. Levin

 Jeffrey S. Levin
 Director and Chief Executive Officer (Principal Executive Officer)

 By:
 /s/ David Pessah

 David Pessah
Chief Financial Officer
(Principal Financial Officer)

 By:
 /s/ Dylan Cutinha

 Dylan Cutinha
Principal Accounting Officer

 By:
 /s/ David Miller

 David Miller
Chairman of the Board of Directors

 By:
 /s/ Joan Binstock

 Joan Binstock
Director

 By:
 /s/ Bruce Frank

 Bruce Frank
Director

 By:
 /s/ Kevin Shannon

 Kevin Shannon
Director

 By:
 /s/ Adam Metz

 Adam Metz
Director