<SEC-DOCUMENT>0001782524-23-000001.txt : 20230123
<SEC-HEADER>0001782524-23-000001.hdr.sgml : 20230123
<ACCEPTANCE-DATETIME>20230123170121
ACCESSION NUMBER:		0001782524-23-000001
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20230117
FILED AS OF DATE:		20230123
DATE AS OF CHANGE:		20230123

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Occi Michael Jr.
		CENTRAL INDEX KEY:			0001962507

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	814-01332
		FILM NUMBER:		23545087

	MAIL ADDRESS:	
		STREET 1:		1585 BROADWAY
		STREET 2:		39TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Morgan Stanley Direct Lending Fund
		CENTRAL INDEX KEY:			0001782524
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		1585 BROADWAY
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036
		BUSINESS PHONE:		212 761 0380

	MAIL ADDRESS:	
		STREET 1:		1585 BROADWAY
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Morgan Stanley Direct Lending Fund LLC
		DATE OF NAME CHANGE:	20190923

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Morgan Stanley BDC LLC
		DATE OF NAME CHANGE:	20190715
</SEC-HEADER>
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<TYPE>3
<SEQUENCE>1
<FILENAME>wf-form3_167451126046591.xml
<DESCRIPTION>FORM 3
<TEXT>
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<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2023-01-17</periodOfReport>

    <noSecuritiesOwned>1</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001782524</issuerCik>
        <issuerName>Morgan Stanley Direct Lending Fund</issuerName>
        <issuerTradingSymbol>NONE</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001962507</rptOwnerCik>
            <rptOwnerName>Occi Michael Jr.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O MORGAN STANLEY DIRECT LENDING FUND</rptOwnerStreet1>
            <rptOwnerStreet2>1585 BROADWAY</rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10036</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief Administrative Officer</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes></footnotes>

    <remarks></remarks>

    <ownerSignature>
        <signatureName>/s/ Orit Mizrachi, by power of attorney</signatureName>
        <signatureDate>2023-01-23</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>ex-24.htm
<DESCRIPTION>M OCCI POA
<TEXT>
<!-- Document created using Workiva -->
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<pre>
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby nominates, constitutes and appoints Orit Mizrachi and Jeffrey S. Levin (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent for him on his behalf and in his name, place and stead, in any way and all capacities to:

1.    execute for and on behalf of the undersigned, in the undersigned's capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder of Morgan Stanley Direct Lending Fund, SL Investment Corp., T Series Middle Market Loan Fund LLC, North Haven Private Income Fund LLC and North Haven Private Income Fund A LLC  (each a "Company" and collectively, the "Companies"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act;

2.    do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the U.S. Securities and Exchange Commission and stock exchange or similar authority, including without limitation, completing and filing an application for EDGAR codes (i.e., CIK and CCC codes); and

3.    take any other action of any type whatsoever in connection with the foregoing that, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the discretion of any of such attorneys-in-fact.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor are any of the Companies assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by any of the Companies, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of January 2023.

/s/ Michael Occi Jr.
Michael Occi Jr.
</pre>
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</SEC-DOCUMENT>
