Morgan Stanley Direct Lending Fund — Proxy Solicitation & Information Statement 2025

Apr 23, 2025

DEFA14A 1 d944137ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Morgan Stanley Direct Lending Fund

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Your Vote Counts! MORGAN STANLEY DIRECT LENDING FUND 2025 Annual Meeting Vote by June 1, 2025 11:59 PM ET MORGAN STANLEY DIRECT LENDING FUND 1585 BROADWAY NEW YORK, NEW YORK 10036 V73342-P30908 You invested in MORGAN STANLEY DIRECT LENDING FUND and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on June 2, 2025. Get informed before you vote View the Notice and Proxy Statement and Form 10-K and any other proxy materials online at www.ProxyVote.com OR you can receive a free paper or email copy of the material(s) by requesting prior to May 19, 2025. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.Proxyvote.com Control # Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting June 2, 2025 9:30 a.m. Eastern Time Virtually at: www.virtualshareholdermeeting.com/MSDLF2025 Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Board Recommends 1. To elect two directors of the Company, each to serve for a three-year term until his or her successor has been elected and qualified or until his or her earlier resignation, removal, death or incapacity: Nominees: 01) Bruce D. Frank 02) Adam Metz 2. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. 3. To transact such other business as may properly come before the Meeting or at any postponement or adjournment thereof. For Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. V73343-P30908