Morgan Stanley Direct Lending Fund (MSDL) Proxy filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 2, 2025, to elect two directors and ratify Deloitte & Touche LLP as the independent auditor for the fiscal year ending December 31, 2025.

• Stockholders of record as of April 4, 2025, are entitled to vote, with 87,920,526 shares outstanding.

• Proxy materials are available online, and stockholders are encouraged to vote electronically or by mail.

Voting matters and shareholder proposals

• Proposals include electing Bruce D. Frank and Adam Metz as directors for three-year terms and ratifying Deloitte as auditor.

• The Board unanimously recommends voting FOR both director nominees and FOR auditor ratification.

• Stockholders may submit proposals for the 2026 meeting by December 24, 2025, following SEC and bylaw requirements.

Board of directors and corporate governance

• The Board consists of six members divided into three staggered classes, with a majority being independent.

• Committees include Audit, Nominating and Corporate Governance, and Compensation, all composed solely of independent directors.

• The Chair is an interested director, but governance policies include regular executive sessions of independent directors.

• Directors are expected to attend at least 75% of meetings; all met this requirement in 2024.