Exhibit (s)

Calculation of Filing Fees Tables

Form N-2

(Form Type)

Morgan Stanley Direct Lending Fund

(Exact Name of Registration as Specified in its Charter)

Table 1: Newly Registered Securities


	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Being Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price			Fee Rate	Amount of Registration Fee			Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial Effective Date	Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Fees to be Paid	Equity	Common Stock, $0.001 par value	Rule 457(a)	—		$	—		0.00014760	$	—
Fees Previously Paid				5,750,000			118,852,500	⁽¹⁾	0.00014760		17,542.63
		Total Offering Amount				$	118,852,500			$	17,542.63
		Total Fees Previously Paid								$	17,542.63	⁽²⁾
		Total Fee Offsets								$	0.00
		Net Fee Due								$	0.00

(1)	Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, solely for the purpose of determining the registration fee.

(2)

The registrant previously paid $14,760 in connection with the registrant’s registration statement on Form N-2 (File No. 333-276056) as filed with the Securities and Exchange Commission on December 15, 2023. The registrant previously paid $2,782.63 in connection with the registrant’s registration statement on Form N-2 (File No. 333-276056) as filed with the Securities and Exchange Commission on January 16, 2024.