Morgan Stanley Direct Lending Fund
For the period ended Mar 7, 2025. Filed Jan 27, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 7, 2025 · Filed Jan 27, 2025
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Contents
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
| MORGAN STANLEY DIRECT LENDING FUND | ||||
|---|---|---|---|---|
| The Board of Directors recommends you vote FOR the following proposal: | For | Against | Abstain | |
| 1. To approve an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of capital stock from 101,000,000 shares to 501,000,000 shares, consisting of 500,000,000 shares of common stock, par value $0.001 per share and 1,000,000 shares of preferred stock, par value $0.001 per share. | ☐ | ☐ | ☐ | |
| Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature | ||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |
EVERY STOCKHOLDER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the2025 Special Meeting of Stockholders of Morgan Stanley Direct Lending Fund to Be Held Virtuallyon March 7, 2025 The Notice and Proxy Statement for this meeting is available at: www.proxyvote.com
MORGAN STANLEY DIRECT LENDING FUND2025 SPECIAL MEETING OF STOCKHOLDERSTO BE HELD VIRTUALLY ON March 7, 2025 This proxy is solicited on behalf of the Board of Directors of Morgan Stanley Direct Lending Fund (the “Fund”). The undersigned hereby constitutes and appoints Orit Mizrachi and David Pessah (on their duly authorized designees), and each of them, as proxies for the undersigned, with full power of substitution and resubstitution, and hereby authorizes said proxies, and each of them, to represent and vote, as designated on the reverse side, all shares of the Fund, held of record by the undersigned on January 27, 2025 at the 2025 Special Meeting of Stockholders of the Fund to be virtually held at the following Website: www.virtualshareholdermeeting.com/MSDLF2025SM on March 7, 2025 at 9:30 a.m., Eastern Time. To participate in the Virtual Meeting, enter the 16-digit control number from the box marked by the arrow on reverse side of this card. Online check-in will begin at 9:15 a.m., Eastern Time. Please allow time for online check-in procedures. The undersigned hereby revokes any and all proxies with respect to such shares heretofore given by the undersigned. This proxy card, when properly executed, will be voted in the manner directed herein by the undersigned Stockholder, and, in the discretion of such proxies, upon any and all other matters as may properly come before the meeting or any adjournments or postponements thereof. If no direction is made, this proxy will be voted “FOR” the Proposal described in the Proxy Statement. PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE
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