SecProbe.io

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 1900 K Street, NW
 Washington, DC 20006-1110 +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 3333 Fax
 June 10, 2025 Via
EDGAR Megan F. Miller, Staff Accountant Division of
Investment Management Office of Disclosure and Review U.S.
Securities and Exchange Commission 100 F Street N.E.
 Washington DC 20549

 Re:
 Morgan Stanley Direct Lending Fund (File No. 814-01332)
 Dear Ms. Miller: On behalf of
Morgan Stanley Direct Lending Fund (the “ Company ”), set forth below are the Company’s responses to the verbal comments provided by the Staff of the Division of Investment Management (the “ Staff ”)
of the Securities and Exchange Commission (the “ SEC ”) in a telephone conversation on May 7, 2025 between Ms. Megan Miller of the Staff and Matthew Carter and Rachel Schuman Harney of Dechert LLP, outside counsel to
the Company, with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (File No. 814-01332), filed with the SEC
on February 27, 2025 (the “ Form 10-K ”). For your convenience, the Staff’s
comments are included in this letter, and each comment is followed by the responses of the Company.

 1.
 Comment : In the Company’s Consolidated Schedules of Investments, please disclose as part of
the title of issue (a) the class of shares held of other funds and (b) the yield for money market funds held by the Company at year-end.
 Response : The Company undertakes to include the requested disclosure in future SEC filings.

 2.
 Comment : The Staff notes that the Company discloses cash and cash equivalents on its Consolidated
Statements of Assets and Liabilities. Regulation S-X 6-04.4 requires disclosure of cash on the Consolidated Statements of Assets and Liabilities, which includes cash and
demand deposits. Please disclose investments of securities of unaffiliated issuers on a separate line item.
 Response : The Company undertakes to include the requested disclosure in future SEC filings.

 June 10, 2025 Page 2

 3.
 Comment : The Staff notes that the Company disclosed the stated interest rate associated with its
debt. Please confirm that the description of the notes includes the effective interest rate as required by Accounting Standards Codification (“ ASC ”) 835-30-45-2 issued by the Financial Accounting Standards Board (“ FASB ”).
 Response : The Company respectfully advises the Staff that it will disclose the effective interest rate for each of the
Company’s unsecured notes in future SEC filings.

 4.
 Comment : Please disclose if the Company’s interest rate swaps in connection with the 6.15%
notes due 2029 (the “ 2029 Notes ”) are centrally cleared, or, if these are over-the-counter interest rate swaps, please disclose the counterparty
in accordance with Regulation S-X, Rule 12-13(c) footnote 2.
 Response : The Company acknowledges the Staff’s comment and respectfully advises the Staff that each of the Company’s
interest rate swaps are cleared over-the-counter and that the counterparty is disclosed on page 114 of the Form 10-K as BNP
Paribas. The Company undertakes to include the requested disclosure in future SEC filings.

 5.
 Comment : The Staff notes that the Company did not pay or receive periodic payments on its
interest rate swaps in connection with the 2029 Notes. Please explain if the interest rate swaps pay at maturity and consider disclosing the payment terms.
 Response : The Company acknowledges the Staff’s comment and undertakes to include the requested disclosure in future SEC
filings.

 6.
 Comment : The Staff notes that the Company appears to be using incorrect axis tags and members in
its XBRL tagging process. Please review and correct the XBRL submission and structure in future SEC filings.
 Response : The Company acknowledges the Staff’s comment and undertakes to review and confirm the XBRL submission and
structure in future SEC filings. * * * * * *

 June 10, 2025 Page 3

 Should you have any questions regarding this letter, please contact me at (202) 261-3395 or by email at matthew.carter@dechert.com.

 Sincerely,

 /s/ Matthew J. Carter

 Matthew J. Carter

 cc:
 Jeffrey S. Levin, Morgan Stanley Direct Lending Fund
 Orit Mizrachi, Morgan Stanley Direct Lending Fund
 Michael Occi, Morgan Stanley Direct Lending Fund
 David Pessah, Morgan Stanley Direct Lending Fund
 Thomas J. Friedmann, Dechert LLP
 William J. Bielefeld, Dechert LLP

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CORRESP

 1900 K Street, NW

Washington, DC 20006-1110

 +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 3333 Fax

 January 14, 2025

 Via
Edgar

 U.S. Securities and Exchange Commission

 Division
of Investment Management

 100 F Street N.E.

 Washington, DC
20549

Attn:
 Mr. Asen Parachkevov

Re:
 Morgan Stanley Direct Lending Fund

Registration Statement on Form N-14

File No. 333-283653

Dear Mr. Parachkevov:

 On behalf of Morgan Stanley Direct
Lending Fund (the “Company”), this letter responds to the comment issued by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in a telephone
call on January 14, 2025 between Mr. Asen Parachkevov of the Staff and Mr. Matthew Carter of Dechert LLP, outside counsel to the Company relating to the Company’s registration statement on Form
N-14 that was initially filed with the SEC on December 6, 2024 (as amended, the “Registration Statement”).

For your convenience, the Staff’s comment is included in this letter, and the comment is followed by the response of the Company. Capitalized terms used
in this letter and not otherwise defined herein shall have the meanings specified in Amendment No. 1 to the Registration Statement filed by the Company on January 8, 2025.

1.
 Comment: Please file correspondence where the Company includes the undertakings required by Rule
484(b)(3) under the Securities Act of 1933, as amended (the “Securities Act”).

Response: As requested, the Company undertakes as follows:

Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Company pursuant to the provisions described in the Registration Statement, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling

 January 14, 2025

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2

person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

 * * * * * *

 January 14, 2025

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 Should you have any questions regarding this letter, please contact me at (202) 261-3395 or by email at matthew.carter@dechert.com, Thomas Friedmann at (617) 728-7120 or by email at thomas.friedmann@dechert.com, or William Bielefeld at (202) 261-3386 or by e-mail at william.bielefeld@dechert.com.

Sincerely,

 /s/ Matthew J. Carter

Matthew J. Carter

cc:
 Jeffrey S. Levin, Morgan Stanley Direct Lending Fund

Orit Mizrachi, Morgan Stanley Direct Lending Fund

David Pessah, Morgan Stanley Direct Lending Fund

Thomas J. Friedmann, Dechert LLP

William J. Bielefeld, Dechert LLP

CORRESP
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CORRESP

 1900 K Street, NW

Washington, DC 20006-1110

 +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 3333 Fax

 January 8, 2025

 Via
Edgar

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: 

Ms. Jaea Hahn

Ms. Megan Miller

Re:

Morgan Stanley Direct Lending Fund

Registration Statement on Form N-14

File No. 333-283653

 Dear Ms. Hahn and Ms. Miller:

On behalf of Morgan Stanley Direct Lending Fund (the “Company”), this letter responds to the comments issued by the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in a telephone call on December 18, 2024 between Ms. Megan Miller of the Staff and Mr. Matthew Carter of Dechert LLP,
outside counsel to the Company, and in a telephone call on January 2, 2025 between Ms. Jaea Hahn of the Staff and Mr. Carter, Ms. Rebecca Pan and Ms. Sidney Koehl of Dechert LLP relating to the Company’s registration
statement on Form N-14 that was filed with the SEC on December 6, 2024 (the “Registration Statement”).

For your convenience, the Staff’s comments are included in this letter, and each comment is followed by the response of the Company. Capitalized terms
used in this letter and not otherwise defined herein shall have the meanings specified in Amendment No. 1 to the Registration Statement filed by the Company on the date hereof (such registration statement being referred to herein as the
“Amended Registration Statement”).

 Accounting Comments

1.
 Comment: As required by the FAST Act Modernization and Simplification of Regulation S-K (Release No. 33-10618 (March 20, 2019)), to the extent not already done, please include hyperlinks to any information incorporated by reference into the Registration
Statement as required by Rule 411 under the Securities Act of 1933, as amended, and Rule 0-4 under the Investment Company Act of 1940, as amended.

 January 8, 2025

  Page
 2

 Response: As requested, the Company has revised the Amended Registration
Statement accordingly.

2.
 Comment: Please update the disclosure on page 26 under the caption “Accounting
Treatment” to explain how the unamortized debt issuance cost will be accounted for in connection with the Restricted Notes.

Response: As requested, the Company has revised the Amended Registration Statement to include the requested disclosure.

Legal Comments

3.
 Comment: The disclosure regarding the exchange offer on page 20 of the prospectus notes that the
Company is registering the Exchange Notes in reliance on interpretations by the staff of the SEC set forth in no-action letters, including Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman &
Sterling, SEC No-Action Letter (July 2, 1993). Please provide a supplemental letter stating that the Company is making the exchange offer in reliance on these
no-action letters and confirm the conditions and representations required to be made thereunder.

Response: As requested, the Company has provided a supplemental letter to the Staff stating that the Company is making the
exchange offer in reliance on such no-action letters and confirming the conditions and representations required to be made thereunder.

4.
 Comment: In comparing the disclosure in the Registration Statement against the disclosure in the
Company’s prospectus for an offer to exchange restricted notes for exchange notes filed on June 17, 2022 (the “2022 Prospectus”), the Staff noted that the first two paragraphs on page 2 of the 2022 Prospectus are
not included in the corresponding disclosure in the Registration Statement. Please supplementally provide an explanation for the revision to this disclosure.

 January 8, 2025

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 3

 Response: The Company respectfully submits that it has streamlined the
disclosure included in the “Prospectus Summary” section of the Registration Statement to align with other recent registration statements filed by the Company. See, e.g., the Company’s Form
N-2ASR filed on November 26, 2024. The Company supplementally advises the Staff that the above referenced disclosures are included in “Part I, Item 1. Business” of the Company’s Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 1, 2024, which is incorporated by reference into the Registration Statement.

5.
 Comment: In comparing the disclosure in the Registration Statement against the disclosure in the
2022 Prospectus, the Staff noted that the disclosure on page 2 of the 2022 Prospectus regarding a “Liquidity Event” was not included in the Registration Statement. Please supplementally provide an explanation for the revision to this
disclosure.

 Response: The Company respectfully submits that the referenced disclosure has been removed
because it is no longer applicable to the Company following the completion of its initial public offering in January 2024, which was a “Liquidity Event” as defined in the 2022 Prospectus.

6.
 Comment: In comparing the disclosure in the Registration Statement against the disclosure in the
2022 Prospectus, the Staff noted that the following language was deleted from pages 36 and 39 of the prospectus, respectively:

(a)
 “The Notes sold outside the United States pursuant to Regulation S will initially be in registered form
represented by a global note (the “Regulation S Global Note”, together with the 144A Global Note (as defined below), the “Global Notes”). The Regulation S Global Note will be deposited, on the closing date, with a common
depositary and registered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream.”

(b)
 “Transfers

Book-Entry Interests in the 144A Global Note, or 144A Book-Entry Interests, may be transferred to a person who takes delivery in the form of
Book-Entry Interests in the Regulation S Global Note, or Regulation S Book-Entry Interests, only upon delivery by the transferor of a written certification (in the form provided in the indenture) to the effect that such transfer is being made in
accordance with Regulation S. Prior to 40 days after the date of initial issuance of the Notes, Regulation S Book-Entry Interests will be limited to persons that have accounts with Euroclear, Clearstream or DTC or persons who hold interests through
Euroclear, Clearstream or DTC, and any sale or transfer of such interest to U.S. persons will not be permitted during such periods unless such resale or transfer is made pursuant to Rule 144A. Regulation S Book-Entry Interests may be transferred to
a person who takes delivery in the form of 144A Book-Entry Interests only upon delivery by the transferor of a written certification (in the

 January 8, 2025

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form provided in the indenture) to the effect that such transfer is being made to a person whom the transferor reasonably believes is a QIB within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A or otherwise in accordance with the transfer restrictions described under “— Transfer Restrictions” and in accordance with any applicable securities laws of any other jurisdiction.”

Please supplementally provide an explanation for the deletion of this language.

Response: The Company supplementally advises the Staff that, because the Exchange Notes will be registered under the Securities
Act, disclosure related to the exemptions provided by Rule 144A and Regulation S under the Securities Act to transfer or sell the Exchange Notes is not relevant to a holder of the Exchange Notes. Therefore, the referenced disclosure was removed from
the Registration Statement.

 * * * * * *

 January 8, 2025

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 5

 Should you have any questions regarding this letter, please contact me at (202) 261-3395 or by email at matthew.carter@dechert.com, Thomas Friedmann at (617) 728-7120 or by email at thomas.friedmann@dechert.com, or William Bielefeld at (202) 261-3386 or by e-mail at william.bielefeld@dechert.com.

Sincerely,

 /s/ Matthew J. Carter

Matthew J. Carter

cc:
 Jeffrey S. Levin, Morgan Stanley Direct Lending Fund

Orit Mizrachi, Morgan Stanley Direct Lending Fund

David Pessah, Morgan Stanley Direct Lending Fund

Thomas J. Friedmann, Dechert LLP

William J. Bielefeld, Dechert LLP

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CORRESP

 Morgan Stanley Direct Lending Fund

1585 Broadway

 New York, NY 10036

 January 8, 2025

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Investment
Management

 100 F Street N.E.

 Washington, DC 20549

Attn: Ms. Jaea Hahn

Re:
 Morgan Stanley Direct Lending Fund

 
 Registration Statement on Form N-14

 
 File No. 333-283653

Dear Ms. Hahn:

 Morgan Stanley Direct Lending Fund (the
“Company”) is registering an offer to exchange (the “Exchange Offer”) $350,000,000 aggregate principal amount of 6.150% Notes due 2029 (the “Restricted Notes”) that were issued
in a transaction not requiring registration under the Securities Act of 1933, as amended (the “1933 Act”), on May 17, 2024 for an equal aggregate principal amount of its new 6.150% Notes due 2029 (the
“Exchange Notes”) that have been registered with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the above referenced Registration Statement in reliance on the position of the staff
(the “Staff”) of the SEC set forth in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988) (hereinafter, Exxon Capital Holdings), Morgan
Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2,
1993). The Company hereby represents as follows:

 1. The Company has not entered into any arrangement or understanding with any person who
will receive the Exchange Notes to distribute those securities following completion of the Exchange Offer. To the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in
its ordinary course of business and will not participate in the Exchange Offer with a view to distribute the Exchange Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the Exchange Offer
aware (through the prospectus for the Exchange Offer or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the Exchange Notes, such person (i) cannot rely on the Staff position enunciated in
Exxon Capital Holdings or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the 1933 Act in connection with a secondary resale transaction.

2. The Company acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of
distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the 1933 Act.

 3. The Company is making each person participating in the Exchange Offer aware, through the
prospectus for the Exchange Offer or otherwise, that any broker-dealer who holds Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such
Restricted Notes pursuant to the Exchange Offer, may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the 1933 Act (which prospectus delivery requirement
may be satisfied with the prospectus for the Exchange Offer because it contains a plan of distribution with respect to such resale transactions) in connection with any resale of such Exchange Notes. Further, The Company has included in the
prospectus and Letter of Transmittal for the Exchange Offer (a) an acknowledgement that such participant does not intend to engage in a distribution of the Exchange Notes and (b) an acknowledgement for each person that is a broker-dealer
exchanging Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, that such person will satisfy any prospectus delivery requirements in connection with any resale of such Exchange Notes,
and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” of the Exchange Notes within the meaning of the 1933 Act.

4. The Company is not permitting any person who is an affiliate of the Company to participate in the Exchange Offer.

5. The Company will commence the Exchange Offer after the Registration Statement is declared effective by the Staff of the SEC. The Exchange
Offer will remain in effect for a limited time and will be conducted by the Company in compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

Should you have any questions regarding this letter, please contact Matthew J. Carter of Dechert LLP, our legal counsel, at (202) 261-3395 or by email at matthew.carter@dechert.com.

Very truly yours,

Morgan Stanley Direct Lending Fund

By:

 /s/ Orit Mizrachi

Name: Orit Mizrachi

Title: Chief Operating Officer and Secretary

cc:
 Dechert LLP

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1095 Avenue of the Americas
 New York, NY 10036-6797

 +1 212 698 3500 Main

 +1 212 698 3599 Fax

 www.dechert.com

Jonathan Gaines

jonathan.gaines@dechert.com

+1 212 641 5600 Direct

+1 212 698 0446 Fax

August 20, 2024

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Adam Lovell

Re: Morgan Stanley Direct Lending Fund, et al.; File No. 812-15543

Dear Mr. Lovell:

This letter responds to comments
that you conveyed to me via email regarding the Fund’s application for an order under sections 17(d) and 57(i) of the
Investment Company Act of 1940, as amended (the “Act”) and rule 17d-1 under the Act to permit certain joint transactions
otherwise prohibited by sections 17(d) and 57(a)(4) of the Act and rule 17d-1 under the Act, filed on January 29,
2024, on behalf of Morgan Stanley Direct Lending Fund and other applicants named in the Application (the “Applicants”). The
Applicants have considered these comments and have authorized us to make the responses discussed below. Capitalized terms have the same
meaning as in the application unless otherwise indicated.

On behalf of the Applicants,
set forth below are the SEC staff’s comments along with our responses to or any supplemental explanations of such comments, as requested.

 1. Comment:
Please insert the file number in the application (812-15543).

Response:
The application has been revised accordingly.

 2. Comment: Please explain
supplementally the basis for seeking new exemptive relief to supersede the Prior Order.

Response:
The Applicants are seeking an amended exemptive order to broaden the scope of the Prior Order to include MS Proprietary Accounts and make
certain immaterial changes of an updating nature to match the most current form of exemptive orders.

 3. Comment:
In the first sentence of the subsection entitled “I. Introduction – A. Requested Relief,” please delete the reference
to section 57(a)(4).

Response:
The disclosure has been revised accordingly.

 4. Comment: In the
final bulleted item under the subsection entitled “I. Introduction – B. Applicants Seeking Relief,” in the parenthetical
defining the term “Applicants,” please add “PIF A Subs” and LGAM Subs” since these entities are set forth
two and three bullets above, respectively.

Response:
The disclosure has been revised accordingly.

 5. Comment: In the
 “Affiliated Fund” defined term, please delete clause (d) or cite to the precedent order that permits an employee securities
company to participate in Co-Investment Transactions.

Response:
The disclosure has been revised accordingly to delete the reference to employee securities companies.

 6. Comment: In footnote
4, please add the phrase “and will not be the source of any Potential Co-Investment Transactions under the requested Order”
to the end of the penultimate sentence.

Response:
The disclosure has been revised accordingly. Please see updated footnote 7.

 7. Comment: If the Affiliated
Funds will include collateralized loan obligation funds (“CLOs”), please insert the following as a footnote prior to “means
any Existing Affiliated Fund, MS Proprietary Account...” in the definition of “Affiliated Fund” in the subsection entitled
 “C. Defined Terms.” If the Affiliated Funds will not include CLOs, please delete the reference to relying on rule 3a-7
under the Act from the “Affiliated Fund” and “Wholly Owned Investment Sub” definitions.

    - 2 -

Affiliated Funds may include funds
that are ultimately structured as collateralized loan obligation funds (“CLOs”). Such CLOs would be investment companies but
for the exception provided in Section 3(c)(7) of the Act or their ability to rely on Rule 3a-7 of the Act. During the investment
period of a CLO, the CLO may engage in certain transactions customary in CLO formations with another Affiliated Fund on a secondary basis
at fair market value. For purposes of the Order, any securities that were acquired by an Affiliated Fund in a particular Co-Investment
Transaction that are then transferred in such customary transactions to an Affiliated Fund that is or will become a CLO (an “Affiliated
Fund CLO”) will be treated as if the Affiliated Fund CLO acquired such securities in the Co-Investment Transaction. For the avoidance
of doubt, any such transfer from an Affiliated Fund to an Affiliated Fund CLO will be treated as a Disposition and completed pursuant
to the terms and conditions of the Application, though Applicants note that the Regulated Funds would be prohibited from participating
in such Disposition by Section 17(a)(2) or Section 57(a)(2) of the Act, as applicable. The participation by any Affiliated
Fund CLO in any such Co-Investment Transaction will remain subject to the Order.

Response:
The disclosure has been revised accordingly. Please see updated footnote 4.

 8. Comment: In the
 “MS Proprietary Account” defined term, please replace “may hold various financial assets” with “will hold
various financial assets.” Please also change the phrase “proposed co-investment program” to “proposed Co-Investment
Transactions” or define the term “Co-Investment Program” consistent with precedent.

Response:
The disclosure has been revised accordingly.

 9. Comment: Please supplementally
confirm that any MS Proprietary Account that currently intends to rely on any Order that may be granted has been named as an Applicant
and that the Application contains a description of all such Applicants, including in such description whether each such Applicant is an
Adviser. With respect to any MS Proprietary Account that is not an Adviser, whether existing now or in the future, please explain supplementally
how an Adviser will ensure compliance by each such entity with the conditions of the Application.

Response:
The Applicants hereby confirm that any MS Proprietary Account that currently intends to rely on any Order that may be granted has been
named as an Applicant and that the Application contains a description of all such Applicants, including in such description whether each
such Applicant is an Adviser.

    - 3 -

The Adviser will maintain a rigorous
process for ensuring compliance with the conditions of the Order by any applicable MS Proprietary Account. We note that, with respect
to the allocation of investment opportunities, a formal process will be in place prior to the effective date to identify and share with
the applicable portfolio managers at the Adviser all Potential Co-Investment Transactions identified by MS Proprietary Accounts that fall
within a Regulated Funds’ Objectives and Strategies and Board Established Criteria. A record of all deals that fall within the Regulated
Funds’ Objectives and Strategies and Board-Established Criteria will be documented and periodically reviewed by the applicable Adviser,
Regulated Fund and MS Proprietary Account compliance personnel to ensure all applicable Potential Co-Investment Opportunities were appropriately
identified and communicated. The Adviser will otherwise utilize its existing policies and procedures with respect to the other conditions
of the Order, expanded to include information received from the MS Proprietary Accounts, to ensure all such conditions are complied with.

 10. Comment: In the
 “Wholly Owned Investment Sub” defined term, please delete phrases “and issue debt” and “in lieu of”
or cite to the precedent order that permits a Wholly Owned Investment Sub to hold investments and issue debt in lieu of a Regulated Fund.

Response:
We respectfully acknowledge the comment and note that the precedent order approved for TCG BDC, Inc., et. al, (File No. 812-15275)
Release No. 32945 (notice), Release No. 32969 (order) permits a Wholly Owned Investment Sub to hold investments and issue debt
in lieu of a Regulated Fund.

 11. Comment: In section
 “II. Applicants,” items H and I, please change the phrase “co-investment program” to “Co-Investment Transactions”
or use the defined term “Co-Investment Program.”

Response:
The disclosure has been revised accordingly.

    - 4 -

 12. Comment: Consistent
with the precedent application submitted by Morgan Stanley Direct Lending Fund et al. on August 27, 2020, please add
the following text to the beginning of Footnote 9:

“The
reason for any such adjustment to a proposed order amount will be documented in writing and preserved in the records of the Advisers.”

Response:
The disclosure has been revised accordingly. Please see updated footnote 10.

 13. Comment: In the
second paragraph of Appendix A, please change the phrase “co-investment program” to “Co-Investment Transactions”
or use the defined term “Co-Investment Program.”

Response:
The disclosure has been revised accordingly.

* * * * *

If you have any questions, please feel free to
contact me at (212) 641-5600.

 Very truly yours,

  /s/
Jonathan Gaines

  Jonathan Gaines

    - 5 -

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    1900 K Street, NW

    Washington, DC 20006-1110

    +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 3333 Fax

January 19, 2024

Via Edgar

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Mr. Michael Rosenberg

 Re: Morgan Stanley Direct Lending Fund

Registration Statement on Form N-2

File No. 333-276056

Dear Mr. Rosenberg:

On behalf of Morgan Stanley Direct Lending Fund
(the “Company”), this letter responds to the comment issued by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a phone call on January 18, 2024 between
Thankam Varghese of the Staff and Matthew Carter of Dechert LLP, counsel to the Company, relating to the Company’s registration
statement on Form N-2 (File No. 333-276056) that was filed with the SEC on January 16, 2024 (the “Registration
Statement”).

For your convenience, the Staff’s
comment is included in this letter, and  the comment is followed by the response of the Company. Capitalized terms used in this
letter and not otherwise defined herein shall have the meanings specified in the Registration Statement.

 1. Please remove the disclosure on the cover page regarding the non-binding indications of interest
from certain institutional investors and consider caveating any additional disclosure regarding such indications of interest.

Response:

As requested, the Company has today
filed pre-effective amendment number 2 to the Registration Statement that has removed the disclosure from the cover page regarding
the non-binding indications of interest. The Company has reviewed the remaining disclosure in the Registration Statement regarding the
indications of interest received from certain institutional investors and believes that the disclosure appropriately notes the non-binding
nature of such indications of interest and that such investors may not purchase any shares in the offering.

    January 19, 2024

    Page 2

* * * * * *

Should you have any questions regarding this letter,
please contact me at (202) 261-3395 or by email at matthew.carter@dechert.com or Thomas Friedmann at (617) 728-7120 or by email at thomas.friedmann@dechert.com.

    Sincerely,

    /s/
    Matthew J. Carter

    Matthew J. Carter

 cc: Jeffrey S. Levin, Morgan Stanley Direct Lending Fund

Orit Mizrachi, Morgan Stanley Direct Lending Fund

Michael Occi, Morgan Stanley Direct Lending Fund

David Pessah, Morgan Stanley Direct Lending Fund

Thomas J. Friedmann, Dechert LLP

William J. Bielefeld, Dechert LLP

Jonathan Gaines, Dechert LLP

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    1900 K Street, NW

    Washington, DC 20006-1110

    +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 3333 Fax

January 11, 2024

Via Edgar

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street N.E.

Washington, DC 20549

Attn: Mr. Michael Rosenberg

 Re: Morgan Stanley Direct Lending Fund

                                            Registration Statement on Form N-2

                                            File No. 333-276056

Dear Mr. Rosenberg:

On behalf of Morgan Stanley Direct Lending Fund
(the “Company”), this letter responds to the comments issued by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) in a phone call on January 9, 2024 between
Michael Rosenberg of the Staff and Matthew Carter of Dechert LLP, counsel to the Company, relating to the Company’s registration
statement on Form N-2 (File No. 333-276056) that was filed with the SEC on December 15, 2023 (the “Registration
Statement”).

For your convenience, the Staff’s comments
are included in this letter, and each comment is followed by the response of the Company. Capitalized terms used in this letter and not
otherwise defined herein shall have the meanings specified in the Registration Statement.

General
Comments

 1. Please supplementally confirm
                                            that the trigger for share repurchases will not be tied to or based upon the IPO price.

Response:

The Company supplementally confirms
that the trigger for share repurchases will not be tied to or based upon and IPO price.

 2. The Staff asks that the Company acknowledge
                                            its awareness of (1) the no-action letter dated October 12, 2005 issued by the
                                            SEC to Key Hospitality Acquisition Corporation, (2) the definitions of restricted period
                                            and of completion of participation in a distribution under Rule 100 of Reg M, and (3) the
                                            SEC Division of Trading and Markets Staff Legal Bulletin No. 9 regarding frequently
                                            asked questions about Reg M published on October 27, 1999 and last revised November 22,
                                            2019.

    January 11, 2024

    Page 2

Response:

The Company acknowledges its awareness
of the no-action letter, the definitions and the bulletin referenced in the Staff’s comment.

 3. In the section captioned “Delaware
                                            Anti-Takeover Law” that begins on p. 162 of the Registration Statement, disclose how
                                            voting rights for control shares may be restored and disclosed any exemptions for acquisitions
                                            of control shares. Also disclose the rationale of these provisions and whether the Board
                                            of Directors has considered the provisions and determined that these provisions are in the
                                            best interests of the Fund and its shareholders. Please disclose that recent federal and
                                            state court precedent has held that control share acquisition provisions are not consistent
                                            with the Investment Company Act.

Response:

The Company acknowledges the Staff’s
comment and respectfully submits that Section 203 of the Delaware General Corporation Law (“DGCL”) does not eliminate
voting rights for any stockholders of the Company. Section 203 of the DGCL is a default provision that applies to Delaware corporations,
such as the Company after its proposed initial public offering and listing on the NYSE, that have a class of voting stock listed on a
national securities exchange, unless such corporation has made an election not to be governed by Section 203 of the DGCL in its
original certificate of incorporation or stockholders of the corporation adopt an amendment to the corporation’s “certificate
of incorporation or bylaws expressly electing not to be governed by [Section 203 of the DGCL].”[1]

The Company respectfully submits that
(i) the first bullet point list that begins after the second paragraph under the caption “Delaware Anti-Takeover Law”
in the Registration Statement beginning on page 162 and (ii) the last paragraph of the same section disclose the manner in
which transactions with a control stockholder would not be subject to the restrictions on Section 203 of the DGCL, including that
the transaction is approved in advance by the Company’s Board of Directors, including approval by a majority of its Independent
Directors. Such disclosure is consistent with the Staff’s request for disclosure for exemptions from Section 203 of the DGCL.

The Company respectfully submits that
the rationale for Section 203 of the DGCL is disclosed in the first paragraph under the caption “Delaware Anti-Takeover Law,”
namely to “discourage certain coercive takeover practice and inadequate takeover bids and to encourage persons seek to acquire
control of [the Company] to negotiate first with [its] Board of Directors.”

1
See Section 203(b)(1), (3), and (4) of the Delaware General Corporation Law.

    January 11, 2024

    Page 3

In response to the Staff’s comment
regarding disclosure about the Board’s consideration of Section 203 of the DGCL, the Company will revise the disclosure in
the first paragraph under the caption “Delaware Anti-Takeover Law” to read as follows (new language in bold/italics and deleted
language in bold/strikethrough text):

The DGCL contains provisions that
could make it more difficult for a potential acquirer to acquire us by means of a tender offer, proxy contest or otherwise. These provisions
are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire
control of us to negotiate first with our Board of Directors. These measures may delay, defer or prevent a transaction or a change in
control that might otherwise be in the best interests of our stockholders. Our Board of Directors has considered the implications
of these provisions, including Section 203 of the DGCL, which is described in further detail below, and believes We believe,
however, that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because
the negotiation of such proposals may improve their terms.

In response to the Staff’s comment
regarding disclosure about recent state and federal court decisions, the Company proposes to add the following paragraph at the end of
the section captioned “Delaware Anti-Takeover Law” in the Registration Statement:

The Company is aware of certain recent
federal and state court decisions regarding certain control share statutes in jurisdictions other than Delaware holding that such control
share statutes are not consistent with the 1940 Act and acknowledges the possibility that a court may determine that Section 203
of the DGCL similarly conflicts with the 1940 Act. The Company’s bylaws provide that to the extent that any provision of the DGCL,
including Section 203 of the DGCL, conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act shall
control.

* * * * * *

    January 11, 2024

    Page 4

Should you have any questions regarding this
letter, please contact me at (202) 261-3395 or by email at matthew.carter@dechert.com or Thomas Friedmann at (617) 728-7120 or by email
at thomas.friedmann@dechert.com.

    Sincerely,

    /s/
    Matthew J. Carter

    Matthew J. Carter

 cc: Jeffrey S. Levin, Morgan Stanley Direct Lending Fund

Orit Mizrachi, Morgan Stanley Direct Lending Fund

Michael Occi, Morgan Stanley Direct Lending Fund

David Pessah, Morgan Stanley Direct Lending Fund

Thomas J. Friedmann, Dechert LLP

William J. Bielefeld, Dechert LLP

Jonathan Gaines, Dechert LLP

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 rais ed 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 Comp any,
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 lett er, 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 revisi ons will be reflected in amendm ent number 1 to the Registration Statement (“Amendment No. 1 ”), which the
Company anticipates filing in mid-November upon finalizing its fi nancial statements as of and for the period ended September 30 ,
2019. Upon the filing of Amendment No. 1, we will also provide co urtesy copies of Amendment No. 1, as filed and marked with the
changes from the initial filing of the Registration Statement. Ex cept as provided in this letter, terms used in this letter hav e 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, no t being subject to the auditor attestation
requirements of Section 404(b) of the Sa rbanes-Oxley Act of 2002.  See “Item 1A. Risk Factors — Risks Related to
Our Business and Structu re — We are an “emerging growth company,” and we  do not know if such status will make
our shares less attractive to investors.”
1900 K Street, NW
Washington, DC 2000 6
Boston, MA 0211 0-2605
+1 202 26 1-3300 Main
+1 202 261 3333 Fa x
www.dechert.co m
MATTHEW J. CARTE R
matthew.carter@dechert.co m
+1 202 261 3395 Direc t
+1 202 261 3184 Fa x

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 Eff ective Date and prior to our election to be regul ated as a BDC, we will  complete a conversion
under which Morgan Stanley Direct Lend ing 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 th at the BDC Conversion will be un dertaken to comply with certain requirements in order to
qualify as a regulated investment company (“RIC”) under Subchapt er M of the Internal Revenue Code of 1986, as amended (the
“Code”), for its first taxable year as a bu siness development company. The Company resp ectfully submits that it believes that the
BDC Conversion is a standard a pproach for a business development company seeking to qualify as a RIC for each day of its tax ye ar
as a corporation.
3. The first paragraph of this section st ates 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., “Lev eraged Loans Not as Safe as They Once Were,” W all Street Journal (Augus t 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 primar ily in directly originated seni or secured term loans issued by  U.S.
middle market companies backed by financial sponsors. As disclose d in the Registration Statement, the Company believes that mid dle
market loans tend to
2

garner more meaningful financial covenants and typically contain carefully structured covenant p ackages that allow lenders to t ake
early action in situations where obligors un derperform. In addition, the Company resp ectfully submits that, as stated in the
Registration Statement, one of the key themes of its investment strategy is “[s]tructuring investments focused on providing [th e
Company] with security, covenant protection and current income while ensuring [its] borrowers have adequate liquidity to operat e.”
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 Comp any’s investments and that additional risk  disclosure regarding “covenant-lite loans”
would be potentially confusing to investors as it would overstate the si gnificance of such risks.
4. Please disclose in this section the expected credit quality and matu rity of the Company’s invest ments. Please include the
term “junk bonds” in descri bing debt instruments that will  be rated below investment grad e 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 s ection in Amendmen t No. 1 to disclose the expected credit quality  and
maturity of the Company’s investments.  The Company will also include th e term “junk bonds” where appropriate.
Page 5 —Competitive Advantages
5. In footnote 1, you refer to an exemptive order regarding co -investments with certain accoun ts 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 st atement 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 enga ge in certain co-investment
transactions (File No. 812-15057) was submitted on August 9, 2019 and is currently pending.  As requested, the Company will rev ise
the disclosure in Amendment No. 1 to clarify that the Company’s application for exemptive relief has not yet been granted and m ay
not be granted.Page 8
—Large and Growing U.S. Middle Mark et with Favorable Market Trends
6. In plain English, please describe Refinitiv LPC and Prequin,  Ltd. and explain what relevan ce 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 In centive 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 sw aps 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 an d, specifically, whether the Company
will engage in total return swaps.
a. Please add disclosure clarifying the Company’s use of derivatives. If the Comp any will engage in total return swaps,
please tell us whether the Company’s investment advisory agreemen t addresses the treatment of total return swaps
for purposes of the base  management fee and the in centive fee calculations.
b. Please tell us whether the Company w ill look through the swap and count th e reference assets as investments of the
Company for purposes of comput ing the incentive fee on income.
c. Please tell us whether, for purposes of the asset coverage ratio test of s ection 61(a) under the Investment Company
Act, the Company will treat th e notional amount of the swap, reduced by the amount of ca sh 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 Co mpany Act, the Comp any 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 doe s not have a current intention to enter into any derivative financial instruments o r 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 in tend to enter in to a total return swap, if the Company wer e 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 appropriat ely be treated as interest inc ome for
purposes of calculating the income incentive fee payable under the Investment Adviso ry 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 ap preciation of such reference asset
would be treated as capital gains for purpose s of calculating the capital gain incentiv e fee under the Investment Advisory Agre ement.
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 a ssets of the Company for purposes of calculating the base manage ment
fee pursuant to the Invest ment Advisory Agreement.
The Company respectfully submits that it is  aware of the Staff’s positio n regarding the treatment of a total return swap for pu rposes of
(i) the asset coverage requiremen ts of Section 18 of the Investment Company Act of 1940, as amended (t he “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 ent er
into a total return swap, the Company expects that it would treat  the outstanding notional amount of the total return swap, les s the
amount of any cash collateral or other liquid assets posted or segregated by it under the total return swap, as a senior securi ty for the
life of that instrument and would treat the assets underlying a to tal 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 s imilar
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 th e
requirements of Item 3 of Form N-2 in a registration statement on Form 10.  The Comp any believes that such disclosure was omitt ed
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 t he
disclosure requirements of Item 3 of Form N-2 are intended to a pply 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 whic h any
investor would rely in connection with a decision to invest in the Company’s securities.  Consequently, any information include d in
the Registration Statements and tending to sugg est such an offering of securities coul d 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 c ontractual arrangements are fully
described in several places throughout the Registration Statement and would not, in an y case, include disclosure related to sal es 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 facilit ies 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 wou ld
disclosure regarding the amount of capital that the Company may be raise and i nvest during its first year of operations. Furthe rmore,
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 th e Company, and indir ectly incurred by t he
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 pa ragraph 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, a ssuming 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 ex ample that conforms to the
requirements of Instruction 11 to Item 3.1 of Form N-2 in the Registration Statement. For the r easons described above in respon se to
comment 8, the Company respectfully submits that it would not be  appropriate to include the reque sted example in the Registrati on
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 de termine that such payments are reasonabl e 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 amoun ts
reimbursed to the Administrator pursuant to the Administration Agreement and how the board of di rectors will determine that s

1

     October 23, 2019  Via Email
 Matthew J. Carter Dechert LLP 1900 K Street, NW Washington, DC  20006 matthew.carter@dechert.com
Re: Morgan Stanley Direct Lending Fund LLC
Registration Statement on Form 10  File No. 000-56098
 Dear Mr. Carter:
On October 18, 2017, you filed a registration statement on Form 10 on behalf of
 Morgan
Stanley Direct Lending Fund LLC (the “Company ”).  We have reviewed the registration
statement and have provided our comments below.  Where a comment is made in one location, it
is applicable to all similar disclosure appeari ng elsewhere in the registration statement.  All
capitalized terms not otherwise defined herein have  the meaning given to them in the registration
statement.
Please respond to this letter within ten ( 10) business days by either amending the filing,
providing the requested information, or advi sing us when you will provide the requested
information.  We may have additional comments after reviewing your resp onses to the following
comments, or any amendment to the filing.   We note that the Company is voluntarily registering shares of its common stock under
Section 12(g) of the Secu rities Exchange Act of 1934 (“Exchange  Act”).  Please note that a filing
on Form 10 goes effective automatically by lapse of  time 60 days after the original filing date,
pursuant to Exchange Act Section 12(g)(1).  If  our comments are not satisfactorily addressed
within this 60-day time period, you should cons ider withdrawing the Company’s Form 10 prior
to its effectiveness, and re-fil ing a revised Form 10 that incl udes changes responsive to our
comments.  If the Company chooses not to withdraw  its Form 10 registration statement, it will be
subject to the reporting requirements of Exchange Act Section 13(a).  Additionally, we will continue to review the filing unt il all of our comments have b een satisfactorily addressed.

2
 Page 1 – Explanatory Note

1. Please add the following:

a. The Company is an “emerging growth comp any,” 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 requirement s 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 Sarban es-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 Webs ite (http://www.sec.gov) that contains the
reports mentioned in this section.

Page 2 – Item 1. Business

2. You state, “Prior to the Effective Date and pr ior 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 stoc kholder of Morgan Stanley Direct Lending
Fund.”  Please tell us whethe r this conversion is a rou tine or non-routine matter.
 3. The first paragraph of this section states th at 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 rece ntly reported that traditi onal lender protections
are being eroded and that so-called “covenant-lite  loans” are increasing ly 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; als o, consider enhancing the disclosure of the risks
of such loans.  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 unrat ed, would be rated below investment grade if
they were rated.
Page 5 – Competitive Advantages

5. In footnote 1, you refer to an exemptive or der regarding co-invest ments with certain
accounts managed by the Company’s advi ser 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 cl arify that such relief has not yet be en granted and may not be granted.

3
 Page 8 – Large and Growing U.S. Middle Market with Favorable Market Trends

6. In plain English, please describe Refini tiv LPC and Prequin, Lt d. and explain what
relevance they have to this section.

Page 16 – Examples of Quarte rly Incentive Fee Calculation

7. You state, “For the purpose of computi ng the incentive fee on capital gains, the
calculation methodology will look through derivative fi nancial instruments or swaps as if we
owned the reference assets directly.”  Based on th e disclosure in the registration statement, it is
unclear what kind of derivati ves the Company will use and, sp ecifically, 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 tota l return swaps for purposes of the base
management fee and the incen tive fee calculations.
b. Please tell us whether the Company will l ook 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 a sset coverage ratio test of section 61(a) under
the Investment Company Act, the Company w ill treat the notional amount of the swap,
reduced by the amount of cash collateral re quired to be posted by the Company, as a
senior security for the life of the swap.
d. Please tell us whether, for purposes of s ection 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 elig ible portfolio company and as  a non-qualifying asset if the
obligor is not an eligib le portfolio company.

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.

9. Please add an example that conforms to the re quirements of Instructi on 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 re turn results entirely fr om net realized capital
gains and which uses language substantially th e same as the following: “You would pay the
following expenses on a $1,000 investment, assumi ng 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.

4
 Page 19 – Administration Agreement

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

Page 25 – Senior Securities

11. Please clarify that the Company’s borro wings, whether for “emergency purposes” or
otherwise, are subject to the a sset coverage requirements of sec tion 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 ca sh representing such income.

12. Please disclose that, to the extent original  issue discount instrume nts, such as zero coupon
bonds and PIK loans, constitute a significant port ion of the Company’s income, investors will be
exposed to typical risks associated  with such income being require d to be included in taxable and
accounting income prior to receip t 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 ri sk than coupon loans;

b. PIK loans may have unreliable valuations because their continuing accruals require
continuing judgments about the collectability of the deferred paymen ts 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 se curities that pay intere st periodically and in
cash. PIKs are usually less volatile than zer o-coupon bonds, but more volatile than cash
pay securities;
d. Because original issue discount income is accr ued 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 investor s 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;
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 ma y never be realized.

5
 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 inte nd to issue debt secu rities or preferred
stock within a year of the eff ective date of the registration statement, or add appropriate
disclosure.

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 e xplain to us whether the Company will make capital commitments that
may be unfunded for some period of time.  If s o, please explain to us whether the Company will
treat its unfunded commitments as senior securi ties 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.
*     *     *     *     *     *
  We remind you that the Company and its ma nagement are responsible for the accuracy
and adequacy of their disclosures, notwithstandi ng any review, comments, action or absence of
action by the staff.  Should you have any questions  regarding this letter, please contact me at
(202) 551-5166.
Sincerely, /s/ Lisa N. Larkin Lisa N. Larkin  Senior Counsel

CORRESP
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filename1.htm

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

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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.

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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

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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.

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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