April 27, 2018


Benjamin D. McCulloch, Esq.
Drinker Biddle & Reath LLP
191 N. Wacker Dr., Ste. 3700
Chicago, IL 60606-1698

                      Re:    Cliffwater Direct Lending Fund (the "Fund")
                             File Nos. 811-23333; 333-224044

Dear Mr. McCulloch:

        We have reviewed the registration statement on Form N-2 filed March 30,
2018, with the
Commission on behalf of the Fund (the "Registration Statement") with respect to
an offering of
common shares. Our comments are set forth below. Please consider a comment made
with
respect to one section applicable to similar disclosure elsewhere in the
Registration Statement.
All capitalized terms not otherwise defined herein have the meaning given to
them in the
registration statement.

                                            General

       1. We note that portions of the Registration Statement are incomplete.
We may have
          additional comments on such portions when you complete them in a
pre-effective
          amendment, on disclosures made in response to this letter, on
information supplied
          supplementally, or on exhibits added in any amendments.

       2. It is unclear from the disclosure whether the Fund will invest in
whole or fractional
          loans sold through online marketplace ("Peer-to-Peer" or "P2P")
lending platforms.
          For example, the disclosure on page 21 discusses Competition for
Assets Risk and
          states that competitors may have more established relationships with
"direct lending
          platforms than the Fund." Confirm the Fund is not investing in loans
sold via online
          marketplace lending platforms or clarify the disclosure to indicate
as such. We may
          have further comments.

                                             Cover

       3. On the prospectus Cover, please disclose the following:

           a. The Fund is a closed-end investment company that will make
periodic repurchase
              offers for its securities, subject to certain conditions.
 Benjamin D. McCulloch, Esq.
Page 2



          b. The anticipated frequency of the Fund's repurchase offers (i.e.
quarterly); the
             intervals between deadlines for repurchase requests, pricing and
repayment and
             the anticipated timing of the Fund's initial repurchase offer.

          c. A cross-reference to the sections of the prospectus that discuss
the Fund's
             repurchase policies and the attendant risks.

      4. Footnote 1 to the offering table discusses payments by the Investment
Manager in
         connection with distribution of the Fund's shares. As these payments
"will not
         represent an additional charge to the Fund," is this footnote relevant
to the costs
         disclosed? If so, please explain why in the response letter. If not,
please delete the
         footnote.

      5. In the first paragraph following the offering table, the disclosure
states that "[u]nder
         normal market conditions, the Fund seeks to achieve its investment
objectives by
         investing at least 80% of its assets in direct loan investments
[emphasis added]."
         Please explain briefly here what "direct loan investments" are. If
these investments
         include Peer-to-Peer loans, we may have additional comments. Please
consider
         disclosing here the first two lines in Key Characteristics of Direct
Loans on page 14.
         In addition, please disclose here the credit quality of these
investments. If these
         investments will be below investment grade, please indicate that they
are considered
         to be "junk."

      6. Please disclose here, or within the prospectus, that "assets," as used
in the Fund's
         80% test, is the equivalent of "net assets, plus any borrowings for
investment
         purposes," in compliance with rule 35d-1 under the Investment Company
Act of 1940
         (the "Investment Company Act"). In addition, please confirm to the
staff how the
         Fund will count derivatives for purposes of meeting its 80% test.

                                           Prospectus

Fund Summary

      7. In the section, Investment Objectives and Strategies, beginning on
page 4, please
         revise the disclosure as follows:

          a. In the fourth line of the first paragraph, the disclosure states
"[t]he Fund's direct
             loan investments may be made through a combination of... [emphasis
added]."
             Please replace "may be made" with "are" to definitively state how
the Fund's
             "direct loan investments" are made.

          b. The sixth line references loans originated by a "non-bank lender."
Please provide
             examples of non-bank lenders here.
 Benjamin D. McCulloch, Esq.
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          c. The disclosure states "[t]he Investment Manager intends to select
as Sub-
             Advisers...investment advisers with expertise in managing
portfolios of direct
             loans and Direct Loan Instruments with different styles to reduce
the Fund's risk
             exposure to any one investment style and minimize overlap among
Sub-Advisers
             [emphasis added]." Disclose what an "investment style" is as the
term is used
             here.

          d. On page 5, in the third to last sentence of the first paragraph,
the disclosure states
             "[t]he Fund's allocation to these various security types, various
asset classes and
             various market types will vary over time in response to changing
market
             opportunities [emphasis added]." Please clarify the securities
that are included in
             each of the emphasized categories. In addition, please clarify if
the Fund's
             foreign security investments will be debt, equity or both.

          e. In the same paragraph, the disclosure states the "Fund may invest
directly in
             foreign securities, including those from emerging markets
[emphasis added]." At
             an appropriate place within the registration statement, please
disclose how the
             Fund defines "emerging markets."

          f. In the final paragraph of this section, the disclosure states that
"the Fund may
             change its investment objectives and any of its investment
policies, restrictions,
             strategies, and techniques without Shareholder approval." Disclose
if
             Shareholders will be given notice of these changes. Please also
supplementally
             confirm that if the Fund makes changes without Shareholder
approval it will
             update the prospectus accordingly.

Fund Fees and Expenses

      8. On page 10, in the fee table heading, please insert "Shareholder"
immediately
         preceding "Transaction Expenses."

      9. Please include as a specific caption under Shareholder Transaction
Expenses, the
         amount of any fees to be charged to Shareholders in connection with
the repurchase
         of their shares by the Fund.

      10. The disclosure on page 39 notes the Fund will pay an Administration
Fee. Please
          confirm this fee is included in the fee table.

Use of Proceeds

      11. The disclosure states, "[w]hile the Fund's investments are expected
to be partially-
          invested within three months, the aforementioned delays may inhibit
the Fund from
          being fully-invested until 18-24 months." Please describe the
consequences of the
          delay. See Item 7.2 of Form N-2. With respect to the 18 to 24 month
delay, please
          explain why a delay of that length is consistent with the Staff's
statements in the
 Benjamin D. McCulloch, Esq.
Page 4


           Guidelines to Form N-2, Guide 1. In particular, if the investment
process is delayed
           more than six months will the Fund obtain Shareholder consent to go
beyond six
           months as required by the Guidelines?

Investment Objectives and Strategies

       12. On page 15, in the section Fund's Target Investment Portfolio,
disclosure in the
           second paragraph references types of secured debt "including senior
secured,
           unitranche and second lien debt." Please disclose in plain English
the meaning of
           these terms.

       13. In the same paragraph, the disclosure states the Fund may invest in
"equity securities
           of borrowers." Please disclose the market capitalization of the
Fund's equity
           investments.

       14. In the third paragraph of this section, we have the following
comments.

           a. Please disclose in Plain English the meaning of the term
"mezzanine debt." In
              doing so, please consider including disclosure from the first
sentence in
              Mezzanine Debt on page 32.

           b. In the last sentence, the disclosure states the Fund may invest
in convertible
              securities. Please confirm in the response letter whether the
Fund intends to invest
              in contingent convertible securities ("CoCos") and, if so, the
anticipated amount
              of the investment. If the Fund expects to invest in CoCos, the
Fund should
              consider what, if any, disclosure is appropriate. If CoCos will
be a principal
              investment strategy of the Fund, please describe them and add
appropriate risk
              disclosure.

           c. The disclosure in the last sentence states the Fund may invest in
derivatives.
              Please disclose the specific derivatives in which the Fund will
invest as a
              principal strategy (such as those listed in the first sentence of
Derivative
              Instruments on page 33). Please also disclose how the Fund will
use derivatives
              (e.g., for hedging, as indicated in the first paragraph of
Foreign Investments on
              page 34, or for investment).

           d. In general, if any of the securities disclosed in this paragraph
are principal
              investments of the Fund, please disclose the investments in the
Summary strategy
              section of the Prospectus.

Principal Risk Factors

       15. On page 18, Repurchase Offers; Limited Liquidity, please move the
first and second
           paragraphs to the beginning of the prospectus summary, as these
paragraphs describe
           the nature of the Fund as an interval fund.
 Benjamin D. McCulloch, Esq.
Page 5



       16. Please disclose in this section the following additional risks, as
appropriate:

           a. In the event of an oversubscription of a repurchase offer,
Shareholders may be
              unable to liquidate all or a given percentage of their investment
in the registrant at
              net asset value during that repurchase offer.

           b. Because of the potential for proration, some Shareholders might
tender more
              shares than they wish to have repurchased in order to ensure the
repurchase of a
              specific number of shares.

           c. A Shareholder may be subject to market risk as a result of the
delay between the
              tender of shares and their pricing; and the possible decrease in
share value as a
              result of currency fluctuations between the date of tender and
the repurchase
              pricing date with respect to the Fund's foreign investments.

       17. On page 24, in Equity Investments, the disclosure states "[w]hen the
Fund invests in
           loans and debt securities, the Fund may acquire warrants or other
equity securities of
           borrowers as well. The Fund may also invest in warrants and equity
securities
           directly." As this disclosure describes the Fund's strategy, please
include it in Fund's
           Target Investment Portfolio, on page 15.

       18. On page 29, in Bank Loans, please consider disclosing as an
additional risk the fact
           that investments in bank loans may not be securities and therefore
may not have the
           protections afforded by the federal securities laws.

       19. On page 33, in Swaps, the disclosure states the Fund will use credit
default swaps.
           Please confirm in the response letter that when acting as a seller
of credit default
           swaps, the Fund will cover the transaction to the full notional
value.

Management of the Fund

       20. On page 37, the disclosure states that "[a] discussion regarding the
basis for the
           Board's approval of the Investment Management Agreement and each
Sub-Advisory
           Agreement will be available in the Fund's first annual or
semi-annual report to
           Shareholders." Please specify either the annual or semi-annual
report and provide the
           period covered by the report. See Item 9, Instruction 4, of Form
N-2. Please also
           confirm that each sub-advisory agreement will be approved by the
Board pursuant to
           Section 15(c) of the Investment Company Act.

Conflicts of Interest

       21. On page 42, the disclosure states "[t]he participation of the
investment professionals
           of the Investment Manager and/or the Sub-Advisers in the Fund's
valuation process
           could result in a conflict of interest as the management fee is
based on the value of
 Benjamin D. McCulloch, Esq.
Page 6


           the Fund's assets." A conflict of interest may also result when the
Investment
           Manager and/or Sub-Advisers determine the amount of leverage used by
the Fund, as
           leverage will increase the Fund's assets and therefore the
management fee. Please
           disclose this conflict here. Please also disclose that investments
in PIK and OID
           securities may provide certain benefits to the Investment Manager /
Sub-Advisers,
           including increased management fees.

Tender Offers/Offers to Repurchase

        22. Beginning on page 43, please revise this section for plain English
to clarify the
            procedures that will be used in connection with the periodic
repurchase offers. For
            ease of reference, consider breaking up the paragraphs with
headings to emphasize
            timing considerations. Also consider using graphic presentations
(such as a time line
            or calendar) so that Shareholders can readily understand the time
periods used by the
            Fund, including the repurchase request deadline, the repurchase
pricing date and the
            repurchase payment deadline.

        23. On page 43, the disclosure states that "in certain circumstances,
the Board may
            require a Shareholder to tender its Shares." Please disclose these
circumstances.
            Please also explain how requiring a Shareholder to tender its
shares is complaint with
            Rule 23c-3(b)(1) of the Investment Company Act.

Taxes

        24. In this section, please disclose the tax consequences to
Shareholders of share
            repurchases and related portfolio security sales.

        25. Please also disclose here, or at an appropriate place within the
registration statement,
            the effect that share repurchases may have on the ability of the
Fund to qualify as a
            regulated investment company under the Internal Revenue Code in the
event that
            share repurchases have to be funded with proceeds from the
liquidation of portfolio
            securities.

                      *       *       *       *       *      *       *       *

       Please respond to our comments above in an amendment to the Registration
Statement.
Where no change will be made in response to a comment, please note that in a
cover letter or
separate correspondence and briefly state the basis for your position.

       We should also advise you that the Division of Enforcement has access to
all information
you provide to the staff of the Division of Investment Management in connection
with our
review of your filing, including information provided in response to our
comments.

       We will consider a written request for acceleration of the effective
date of the registration
statement as confirmation of the fact that those requesting acceleration are
aware of their
 Benjamin D. McCulloch, Esq.
Page 7


respective responsibilities. If all comments on the registration statement have
been resolved, we
will act on the request and grant acceleration of the effective date, pursuant
to delegated
authority.

      Please call me at (202) 551-6779 with any questions or concerns regarding
these matters
you would like to discuss.

                                                 Sincerely,



                                                 Karen Rossotto
                                                 Senior Counsel