1900 K Street, NW

    Washington, DC 20006

    Boston, MA 02110-2605

    +1 202 261-3300 Main

    +1 202 261 3333 Fax

    www.dechert.com


    MATTHEW J. CARTER


    matthew.carter@dechert.com

    +1 202 261 3395 Direct

    +1 202 261 3184 Fax

November 4, 2019

VIA EDGAR

United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Attn: Lisa N. Larkin

          Re:    Morgan Stanley Direct Lending Fund LLC
                 Registration Statement on Form 10
                 File Number: 000-56098

Ladies and Gentlemen:

On behalf of the Morgan Stanley Direct Lending Fund LLC, a Delaware limited
liability company (the "Company"), we hereby
respond to the comments raised by the staff (the "Staff") of the U.S.
Securities and Exchange Commission (the "Commission") in a
letter dated October 23, 2019 from Lisa N. Larkin of the Staff to Matthew J.
Carter of Dechert LLP, outside counsel to the Company,
regarding the Company's Registration Statement on Form 10 (Registration No.
000-56098) filed on September 26, 2019 (the
"Registration Statement"). For your convenience, the Staff's comments are
included in this letter, and each comment is followed by
the applicable response. When reference is made to revisions that will be made
in a subsequent amendment to the Registration
Statement, such revisions will be reflected in amendment number 1 to the
Registration Statement ("Amendment No. 1"), which the
Company anticipates filing in mid-November upon finalizing its financial
statements as of and for the period ended September 30,
2019. Upon the filing of Amendment No. 1, we will also provide courtesy copies
of Amendment No. 1, as filed and marked with the
changes from the initial filing of the Registration Statement. Except as
provided in this letter, terms used in this letter have the
meanings given to them in the Registration Statement.

Page 1 -- Explanatory Note

1.   Please add the following:

     a.   The Company is an "emerging growth company," as defined in the
Jumpstart Our Business Startups Act of 2012. As
          a result, the Company is eligible to take advantage of certain
reduced disclosure and other requirements that are
          otherwise applicable to public companies including, but not limited
to, not being subject to the auditor attestation
          requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. See
"Item 1A. Risk Factors -- Risks Related to
          Our Business and Structure -- We are an "emerging growth company,"
and we do not know if such status will make
          our shares less attractive to investors."
      b.   The Commission maintains an Internet Website (http://www.sec.gov)
that contains the reports mentioned in this
          section.

     Response:

As requested, the Company will revise the disclosure in Amendment No. 1 to add
the requested language.

Page 2 -- Item 1. Business

2.   You state, "Prior to the Effective Date and prior to our election to be
regulated as a BDC, we will complete a conversion
     under which Morgan Stanley Direct Lending Fund will succeed to the
business of Morgan Stanley Direct Lending Fund
     LLC, and the member of Morgan Stanley Direct Lending Fund LLC will become
the stockholder of Morgan Stanley
     Direct Lending Fund." Please tell us whether this conversion is a routine
or non-routine matter.

Response:

The Company respectfully submits that the BDC Conversion will be undertaken to
comply with certain requirements in order to
qualify as a regulated investment company ("RIC") under Subchapter M of the
Internal Revenue Code of 1986, as amended (the
"Code"), for its first taxable year as a business development company. The
Company respectfully submits that it believes that the
BDC Conversion is a standard approach for a business development company
seeking to qualify as a RIC for each day of its tax year
as a corporation.

3.   The first paragraph of this section states that the Company intends to
invest in senior secured or unsecured loans,
     subordinated loans and mezzanine loans. We are aware that rating agencies
as well as the financial media have recently
     reported that traditional lender protections are being eroded and that
so-called "covenant-lite loans" are increasingly
     common. See, e.g., "Leveraged Loans Not as Safe as They Once Were," Wall
Street Journal (August 16, 2018). If the
     Company intends to invest in covenant-lite loans, please describe such
loans and the extent to which the Company may
     invest in such loans; also, consider enhancing the disclosure of the risks
of such loans.

Response:

The Company respectfully submits that it intends to invest primarily in
directly originated senior secured term loans issued by U.S.
middle market companies backed by financial sponsors. As disclosed in the
Registration Statement, the Company believes that middle
market loans tend to

                                                                 2
 garner more meaningful financial covenants and typically contain carefully
structured covenant packages that allow lenders to take
early action in situations where obligors underperform. In addition, the
Company respectfully submits that, as stated in the
Registration Statement, one of the key themes of its investment strategy is
"[s]tructuring investments focused on providing [the
Company] with security, covenant protection and current income while ensuring
[its] borrowers have adequate liquidity to operate."
The Company respectfully submits that any so-called "covenant-lite loans" that
the Company acquires would not be expected to
comprise a material percentage of the Company's investments and that additional
risk disclosure regarding "covenant-lite loans"
would be potentially confusing to investors as it would overstate the
significance of such risks.

4.   Please disclose in this section the expected credit quality and maturity
of the Company's investments. Please include the
     term "junk bonds" in describing debt instruments that will be rated below
investment grade or which, if unrated, would
     be rated below investment grade if they were rated.

Response:

As requested, the Company will revise the disclosure in this section in
Amendment No. 1 to disclose the expected credit quality and
maturity of the Company's investments. The Company will also include the term
"junk bonds" where appropriate.

Page 5 -- Competitive Advantages

5.   In footnote 1, you refer to an exemptive order regarding co-investments
with certain accounts managed by the Company's
     adviser and its affiliates. Please advise us of the status of the
exemptive application. If the application is pending, revise the
     disclosure throughout the registration statement to clarify that such
relief has not yet been granted and may not be
     granted.

Response:

The Company respectfully submits that the Company's application for exemptive
relief to engage in certain co-investment
transactions (File No. 812-15057) was submitted on August 9, 2019 and is
currently pending. As requested, the Company will revise
the disclosure in Amendment No. 1 to clarify that the Company's application for
exemptive relief has not yet been granted and may
not be granted.

Page 8 -- Large and Growing U.S. Middle Market with Favorable Market Trends

6.   In plain English, please describe Refinitiv LPC and Prequin, Ltd. and
explain what relevance they have to this section.

                                                                   3
 Response:

As requested, the Company will add a description of Refinitiv LPC and Prequin,
Ltd. in plain English in Amendment No. 1 and
explain the relevance such entities have to this section.

Page 16 -- Examples of Quarterly Incentive Fee Calculation

7.   You state, "For the purpose of computing the incentive fee on capital
gains, the calculation methodology will look through
     derivative financial instruments or swaps as if we owned the reference
assets directly." Based on the disclosure in the
     registration statement, it is unclear what kind of derivatives the Company
will use and, specifically, whether the Company
     will engage in total return swaps.

     a.   Please add disclosure clarifying the Company's use of derivatives. If
the Company will engage in total return swaps,
          please tell us whether the Company's investment advisory agreement
addresses the treatment of total return swaps
          for purposes of the base management fee and the incentive fee
calculations.

     b.   Please tell us whether the Company will look through the swap and
count the reference assets as investments of the
          Company for purposes of computing the incentive fee on income.

     c.   Please tell us whether, for purposes of the asset coverage ratio test
of section 61(a) under the Investment Company
          Act, the Company will treat the notional amount of the swap, reduced
by the amount of cash collateral required to be
          posted by the Company, as a senior security for the life of the swap.

     d.   Please tell us whether, for purposes of section 55(a) under the
Investment Company Act, the Company will treat each
          loan underlying the swap as a qualifying asset only if the obligor on
the loan is an eligible portfolio company and as a
          non-qualifying asset if the obligor is not an eligible portfolio
company.

Response:

The Company respectfully submits that it does not have a current intention to
enter into any derivative financial instruments or swaps
and that additional disclosure in the Registration Statement would not be
useful to investors.

While the Company respectfully submits that it currently does not intend to
enter in to a total return swap, if the Company were to
enter in to a total return swap, it would be expected that the terms of the
total return swap would provide for the Company to receive
all interest and fees payable in respect of the reference assets, which
payments would appropriately be treated as interest income for
purposes of calculating the income incentive fee payable under the Investment
Advisory Agreement, consistent with the explicit terms
thereof. Upon the termination of a reference asset in

                                                                   4
 the portfolio underlying a total return swap, the amount paid to the Company
in respect of any appreciation of such reference asset
would be treated as capital gains for purposes of calculating the capital gain
incentive fee under the Investment Advisory Agreement.
In addition, the fair value of the total return swap would be included with the
investments of the Company on its balance sheet and, as
a result, would be included in the determination of the gross assets of the
Company for purposes of calculating the base management
fee pursuant to the Investment Advisory Agreement.

The Company respectfully submits that it is aware of the Staff's position
regarding the treatment of a total return swap for purposes of
(i) the asset coverage requirements of Section 18 of the Investment Company Act
of 1940, as amended (the "Investment Company
Act"), which will be applicable to it as a business development company under
Section 61 of the Investment Company Act, and
(ii) determination of qualifying assets for purposes of Section 55(a) of the
Investment Company Act. If the Company were to enter
into a total return swap, the Company expects that it would treat the
outstanding notional amount of the total return swap, less the
amount of any cash collateral or other liquid assets posted or segregated by it
under the total return swap, as a senior security for the
life of that instrument and would treat the assets underlying a total return
swap as assets of the Company for such regulatory purposes.
The Company respectfully reserves its right in the future to treat any total
return swap for regulatory purposes in accordance with any
then current Staff or Commission rule, guidance or interpretation regarding the
regulatory treatment of total return swaps or similar
derivative instruments that differs from such proposed treatment.

8.   Please add, adjacent to this section, a fee table that conforms to
requirements of Item 3 of Form N-2. Such disclosure will
     be helpful to investors.

Response:

The Company respectfully submits that it is not aware of any affirmative
requirement to include a fee table that conforms to the
requirements of Item 3 of Form N-2 in a registration statement on Form 10. The
Company believes that such disclosure was omitted
from Form 10 for good reason, in that such disclosure would be inappropriate
and potentially misleading to a Company that is not
undertaking a public securities offering and remains at an early stage of
development. The Company respectfully submits that the
disclosure requirements of Item 3 of Form N-2 are intended to apply to a
prospectus that is or will be used in connection with an
offering of securities by a registrant; the Registration Statement is not a
prospectus and is not part of the materials on which any
investor would rely in connection with a decision to invest in the Company's
securities. Consequently, any information included in
the Registration Statements and tending to suggest such an offering of
securities could be construed as a general solicitation that
would impede or void the Company's contemplated private placement of common
stock. The Company further submits that the fees
and expenses to be borne by stockholders through the investment advisory
agreement and other contractual arrangements are fully
described in several places throughout the Registration Statement and would
not, in any case, include disclosure related to sales load
or offering expenses as required by Item 3 of Form N-2, which are not
applicable to the Company at this time.

                                                                    5
 With respect to disclosure related to possible financing facilities called for
by Item 3 of Form N-2, the Company respectfully submits
that it has not yet negotiated such a facility and that any such fee table
disclosure would be speculative at this time, as would
disclosure regarding the amount of capital that the Company may be raise and
invest during its first year of operations. Furthermore,
the Company respectfully submits that any public disclosure regarding the cost
of leverage it may incur could negatively impact its
negotiations with prospective third parties lenders.

Finally, the Company respectfully submits that fees and expenses actually
incurred by the Company, and indirectly incurred by the
stockholders of the Company, will be disclosed in the Company's quarterly
reports on Form 10-Q and its annual report on Form 10-K
and that this ongoing reporting information would be of greater utility to
investors than the requested table.

9.   Please add an example that conforms to the requirements of Instruction 11
to Item 3.1 of Form N-2. We further request
     that you include, in the explanatory paragraph following the example, a
second example where the five percent return
     results entirely from net realized capital gains and which uses language
substantially the same as the following: "You
     would pay the following expenses on a $1,000 investment, assuming a 5.0%
annual return resulting entirely from net
     realized capital gains (all of which is subject to our incentive fee on
capital gains): $ $ $ $ ." Such disclosure will be
     helpful to investors.

Response:

The Company respectfully submits that it is not aware of any affirmative
requirement to include an example that conforms to the
requirements of Instruction 11 to Item 3.1 of Form N-2 in the Registration
Statement. For the reasons described above in response to
comment 8, the Company respectfully submits that it would not be appropriate to
include the requested example in the Registration
Statement.

Page 19 -- Administration Agreement

10. Please disclose how the board of directors, including the independent
directors, will review the compensation that the
    Company pays to the administrator and determine that such payments are
reasonable in light of the services provided.

Response:

As requested, the Company will revise the disclosure in Amendment No. 1 to
discuss how the board of directors will review amounts
reimbursed to the Administrator pursuant to the Administration Agreement and
how the board of directors will determine that such
payments are reasonable in light of the services provided and allocated
appropriately among the Company and other funds sponsored
or managed by the Administrator and its affiliates.

                                                                   6
 Page 25 -- Senior Securities

11. Please clarify that the Company's borrowings, whether for "emergency
purposes" or otherwise, are subject to the asset
    coverage requirements of section 61(a)(1) of the Investment Company Act.

Response:

As requested, the Company will revise the disclosure in Amendment No. 1 to
clarify that the Company's temporary borrowings in
excess of 5% of the value of its total assets, even if for "temporary or
emergency purposes" or otherwise, are subject to the asset
coverage requirements of Section 61(a)(1) of the Investment Company Act.

Page 51 -- We may have difficulty paying our required distributions if we
recognize income before, or without, receiving cash
representing such income.

12. Please disclose that, to the extent original issue discount instruments,
such as zero coupon bonds and PIK loans, constitute
    a significant portion of the Company's income, investors will be exposed to
typical risks associated with such income being
    required to be included in taxable and accounting income prior to receipt
of cash, including the following:

    a.   The higher interest rates of PIK loans reflect the payment deferral
and increased credit risk associated with these
         instruments, and PIK instruments generally represent a significantly
higher credit risk than coupon loans;

    b.   PIK loans may have unreliable valuations because their continuing
accruals require continuing judgments about the
         collectability of the deferred payments and the value of any
associated collateral;

    c.   Market prices of zero-coupon or PIK securities are affected to a
greater extent by interest rate changes and may be
         more volatile than securities that pay interest periodically and in
cash. PIKs are usually less volatile than zero-
         coupon bonds, but more volatile than cash pay securities;

    d.   Because original issue discount income is accrued without any cash
being received by the Company, required cash
         distributions may have to be paid from offering proceeds or the sale
of Company assets without investors being given
         any notice of this fact;

    e.    The deferral of PIK interest increases the loan-to-value ratio, which
is a measure of the riskiness of a loan;

                                                                   7
     f.    Even if the accounting conditions for income accrual are met, the
borrower could still default when the Company's
          actual payment is due at the maturity of the loan; and

    g.    Original issue discount creates risk of non-refundable cash payments
to the adviser based on non-cash accruals that
          may never be realized.

Response:

The Company respectfully submits that, because zero-coupon and payment-in-kind
("PIK") investments are not expected to comprise
a material percentage of the Company's investments, additional risk disclosure
regarding original issue discount ("OID") income from
zero-coupon investments and PIK would be potentially confusing to investors as
it would overstate the significance of such risks. As
noted in the responses below, the Company respectfully submits that the items
noted in the Staff's comment above are either already
addressed elsewhere in the disclosure or should not be added for the reasons
noted below.

With respect to (a) and (f), the Company respectfully submits that it would be
inaccurate to state that zero-coupon investments or PIK
securities necessarily have increased credit risk or that PIK securities
represent a significantly higher credit risk than coupon loans.
However, the Company will revise Amendment No. 1 to include disclosure in the
risk factor entitled "Our prospective portfolio
companies may be unable to repay or refinance outstanding principal on their
loans at or prior to maturity, and rising interests rates
may make it more difficult for portfolio companies to make periodic payments on
their loans" that "investments with a deferred
interest feature, such as original issue discount income and payment-in-kind
interest, could represent a higher credit risk than
investments that must pay interest in full in cash on a regular basis."

Although it may be true that certain PIK instruments have higher interest rates
than corresponding coupon loans, the Company
respectfully submits such statement would only be true on a case by case basis
and that, therefore, it would be inaccurate to include
the disclosure regarding higher interest rates requested in (a).

With respect to (b), the Company respectfully submits that it would be
inappropriate to single out PIK loans as having unreliable
valuations. The Company respectfully submits that the risk factor entitled "The
majority of our portfolio investments are recorded at
fair value as determined in good faith by our Board of Directors and, as a
result, there may be uncertainty as to the value of our
portfolio investments" describes the inherent uncertainty and potential
fluctuations in the valuation of the majority of the Company's
anticipated investments. Although, as stated in (b), PIK loans may have more
uncertain valuations because of the deferral of interest
payments to lenders inherent in their structures, the Company believes this
feature is true of any privately issued security and would
not be caused by the need for continuing judgments about collectability and
collateral value to any greater extent for debt securities
with PIK income than for debt securities without PIK income.

                                                                   8
 The Company respectfully submits that it believes that volatility in the fair
value of non-traded debt investments in middle market
companies, such as those in which the Company will invest, is driven primarily
by the financial results and outlook of the portfolio
company rather than the structure of the interest payments. Although, as stated
in (c), zero-coupon and PIK securities may have higher
volatility, the Company believes this feature is not true to any greater extent
when investing in non-traded debt of middle market
companies than for debt securities with interest payments based on a floating
interest rate index and without OID or PIK interest.
Accordingly, the Company respectfully submits that it would be inappropriate to
single out zero-coupon instruments and PIK
securities as having higher volatility. The Company respectfully submits that
the risk factor entitled "The majority of our portfolio
investments are recorded at fair value as determined in good faith by our Board
of Directors and, as a result, there may be uncertainty
as to the value of our portfolio investments" describes the fluctuations over
short periods of time of the determination of the fair value
of the Company's investments.

With respect to (d), the Company does not believe there will be uncertainty
regarding the source of its cash distributions. Further, the
cash to pay distributions in respect of accruals for OID income from
zero-coupon investments is as likely to come from repayments on
or sales of other instruments with OID income where the cash receipts have not
matched the prior accruals and represent excess cash
over U.S. Generally Accepted Accounting Principles ("GAAP") income as it is to
come from proceeds of an offering of the
Company's securities. Accordingly, the Company respectfully submits that it
would be inaccurate to disclose uncertainty regarding the
source of cash distributions.

With respect to (e), whether or not the deferral of PIK interest will reduce
the loan-to-value ratio of a security will depend on other
factors, which primarily include the performance of the portfolio company.
Accordingly, the Company respectfully submits that it
would be inaccurate to state that the deferral of PIK interest necessarily
increases the loan-to-value ratio.

In response to (g), the Company respectfully submits that the requested
disclosure is already included the risk factor entitled "Our
management and incentive fee structure may create incentives for the Adviser
that are not fully aligned with the interests of our
stockholders and may induce the Adviser to make speculative investments."

Page 79 -- We may in the future determine to issue preferred stock, which could
adversely affect the value of shares of
Common Stock.

13. Please confirm that the Company does not intend to issue debt securities or
preferred stock within a year of the effective
    date of the registration statement, or add appropriate disclosure.

Response:

The Company confirms that it does not intend to issue preferred stock within a
year from the effective date of the Registration
Statement. Other than with respect to its leverage facilities, the Company
confirms that it does not intend to issue debt securities
within a year from the effective date of the Registration Statement. The
Company will revise the disclosure in Amendment No. 1 to
clarify that it does not intend to issue preferred stock or, other than with
respect to its leverage facilities, debt securities within one
year from the effective date of the Registration Statement.

                                                                      9
 Page 84 -- Contractual Obligations and Off-Balance Sheet Arrangements

14. You state, "We intend to enter into certain contracts under which we have
material future commitments." Please explain
    to us whether the Company will make capital commitments that may be
unfunded for some period of time. If so, please
    explain to us whether the Company will treat its unfunded commitments as
senior securities under section 18(g) of the
    Investment Company Act. If the Company will have unfunded commitments that
it will not treat as senior securities,
    please provide us with a representation that the Company reasonably
believes that its assets will provide adequate cover
    to allow it to satisfy its future unfunded investment commitments, and
include an explanation as to why the Company
    believes it will be able to cover its future unfunded investment
commitments.

Response:

The Company respectfully submits that it may make investments that include
capital commitments that may be unfunded and that the
Company will disclose information regarding any unfunded capital commitments in
its financial statements in accordance with
GAAP. Because the Company will not treat such unfunded commitments as senior
securities under section 18(g) of the Investment
Company Act, the Company hereby represents that it reasonably believes that its
assets will provide adequate coverage to allow it to
satisfy any of its future unfunded investment commitments. The Company and MS
Capital Partners Adviser Inc. intend to monitor the
Company's level of unfunded investment commitments to determine that the
Company has sufficient assets, sufficient unfunded
capital commitments and available debt commitments under subscription or other
leverage facilities to provide adequate coverage to
satisfy unfunded investment commitments that are likely to be drawn upon by
portfolio companies. Were the level of unfunded
commitments to rise to a level such that the Company no longer believed that it
maintained sufficient assets to provide adequate
coverage, the Company would explore one or more of (a) the expansion of an
existing leverage facility or entry into a new leverage
facility (subject to the limitations of the Investment Company Act), (b)
drawdowns of unfunded capital commitments, (c) the sale of
certain of its assets for cash and (d) the cessation of certain investment
activities.

                                                         **********

If you have any questions, please feel free to contact the undersigned by
telephone at 202.261.3395 (or by email at
matthew.carter@dechert.com), Thomas J. Friedmann by telephone at 617.728.7120
(or by email at thomas.friedmann@dechert.com)
or William J. Bielefeld by telephone at 202.261.3386 (or by email at
william.bielefeld@dechert.com). Thank you for your cooperation
and attention to this matter.

                                                                 10
 Sincerely,

/s/ Matthew J. Carter

Matthew J. Carter

cc:     Jeffrey S. Levin, Morgan Stanley Direct Lending Fund LLC
        Orit Mizrachi, Morgan Stanley Direct Lending Fund LLC
        Venu Rathi, Morgan Stanley Direct Lending Fund LLC
        Thomas J. Friedmann, Dechert LLP
        William J. Bielefeld, Dechert LLP

                                                             11