MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • November 19th, 2019 • Morgan Stanley Direct Lending Fund LLC • New York
This Agreement is made as of , 2019 (this “Agreement”), between each business development company identified on Appendix A and each business development company which becomes a party to this Agreement in accordance with the terms hereof (each such business development company and each business development company made subject to this Agreement in accordance with Section 20.4 below shall hereinafter be referred to as a “Fund” and collectively, as the “Funds”) and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
ADMINISTRATION AGREEMENTAdministration Agreement • November 19th, 2019 • Morgan Stanley Direct Lending Fund LLC • New York
This Agreement (“Agreement”) is made as of [·], 2019 by and between Morgan Stanley Direct Lending Fund, a Delaware corporation (the “Company”), and MS BDC Administrative Services LLC, a Delaware limited liability company (the “Administrator”).
INVESTMENT ADVISORY AGREEMENT BETWEEN MORGAN STANLEY DIRECT LENDING FUND AND MS CAPITAL PARTNERS ADVISER INC.Investment Advisory Agreement • November 19th, 2019 • Morgan Stanley Direct Lending Fund LLC • New York
This Investment Advisory Agreement (this “Agreement”) is made as of [·], 2019, by and between Morgan Stanley Direct Lending Fund, a Delaware corporation (the “Company”), and MS Capital Partners Adviser Inc., a Delaware corporation (the “Adviser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 19th, 2019 • Morgan Stanley Direct Lending Fund LLC • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into this 14th day of October, 2019, by and between Morgan Stanley Direct Lending Fund LLC, a Delaware limited liability company (the “Company,” which term shall include, where appropriate, any Entity controlled directly or indirectly by the Company), and [Director/Officer] (the “Indemnitee”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 19th, 2019 • Morgan Stanley Direct Lending Fund LLC • New York
This TRADEMARK LICENSE AGREEMENT (the “Agreement”) is effective as of the [·] day of [·], 2019 (“Effective Date”) between Morgan Stanley Investment Management Inc. (“Licensor”), and Morgan Stanley Direct Lending Fund, a Delaware corporation (“Licensee”).
Morgan Stanley Direct Lending FundMorgan Stanley Direct Lending Fund LLC • November 19th, 2019
Morgan Stanley Direct Lending Fund Shares of common stock, par value $0.001 per shareSubscription Agreement • November 19th, 2019 • Morgan Stanley Direct Lending Fund LLC • Delaware
The undersigned (the “Subscriber”) and Morgan Stanley Direct Lending Fund (including the predecessor to such entity, the “Company”) hereby agree as set forth below.
