Correspondence 0001104659-25-080179 from MORGAN STANLEY INSTITUTIONAL LIQUIDITY FUNDS (CIK 0001227155)
MORGAN STANLEY INSTITUTIONAL LIQUIDITY FUNDS (CIK 0001227155)
Date: Aug. 19, 2025 · CIK: 0001227155 · Accession: 0001104659-25-080179
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-104972, 811-21339
Letter
Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Alberto H. Zapata, Division of Investment Management Re: Morgan Stanley Institutional Liquidity Funds (the "Registrant") (File No. 333-104972; 811-21339)
Dear Mr. Zapata:
Thank you for your telephonic comments regarding the Registrant's registration statement on Form N-1A relating to the addition of the Institutional Plus Class of the Government Portfolio, Treasury Portfolio and Treasury Securities Portfolio (each, a "Fund" and, collectively, the "Funds"), filed with the Securities and Exchange Commission (the "SEC" or "Commission") on June 26, 2025. The Registrant has considered your comments and has authorized us to make responses, changes and/or acknowledgements discussed below relating to the Registrant's registration statement on its behalf. Below, we provide any responses to or any supplemental explanations of such comments, as requested.
Comment 1. Please explain why "Other Expenses" are estimated for each Fund in the section of the prospectus titled "Fund Summary-Fees and Expenses" given that the Institutional Plus Class is a new share class of existing Funds.
Response 1. Although each Fund is not a "New Fund," as defined in Instruction 6 to Item 3 of Form N−1A, the Registrant confirms that "Other Expenses" for the new Institutional Plus Class are estimated based, in part, on the current fiscal year expense estimates for each Fund and expenses that may be incurred in connection with the operation of the new share class, which may differ as compared to the other classes of the Fund. Accordingly, we believe it is appropriate to note that "Other Expenses" are based on estimated amounts for the current fiscal year because the Institutional Plus Class has not begun incurring these expenses.
August 19, 2025 Page 2
Comment 2. Please clarify in the signature page to the Part C that the Principal Financial Officer also serves as the Principal Accounting Officer or Comptroller, or add the individual who serves as the Principal Accounting Officer or Comptroller to the signature page to the Part C.
Response 2. We acknowledge the comment; however, we would respectfully note that the Principal Financial Officer of the Funds performs a similar function as that of a Principal Accounting Officer. Accordingly, we believe that the Funds' registration statement has been executed in a manner consistent with the requirements of Section 6(a) of the Securities Act of 1933, as amended.
* * *
If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at (212) 698-3526 (tel). Thank you.
Best Regards,
/s/ Allison Fumai
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CORRESP 1 filename1.htm Dechert LLP Three Bryant Park 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax Allison Fumai Partner Allison.fumai@dechert.com +1 212 698 3526 Direct +1 212 698 3599 Fax August 19, 2025 Securities and Exchange Commission Judiciary Plaza 100 F Street, NE Washington, D.C. 20549 Attention: Alberto H. Zapata, Division of Investment Management Re: Morgan Stanley Institutional Liquidity Funds (the "Registrant") (File No. 333-104972; 811-21339) Dear Mr. Zapata: Thank you for your telephonic comments regarding the Registrant's registration statement on Form N-1A relating to the addition of the Institutional Plus Class of the Government Portfolio, Treasury Portfolio and Treasury Securities Portfolio (each, a "Fund" and, collectively, the "Funds"), filed with the Securities and Exchange Commission (the "SEC" or "Commission") on June 26, 2025. The Registrant has considered your comments and has authorized us to make responses, changes and/or acknowledgements discussed below relating to the Registrant's registration statement on its behalf. Below, we provide any responses to or any supplemental explanations of such comments, as requested. Comment 1. Please explain why "Other Expenses" are estimated for each Fund in the section of the prospectus titled "Fund Summary-Fees and Expenses" given that the Institutional Plus Class is a new share class of existing Funds. Response 1. Although each Fund is not a "New Fund," as defined in Instruction 6 to Item 3 of Form N−1A, the Registrant confirms that "Other Expenses" for the new Institutional Plus Class are estimated based, in part, on the current fiscal year expense estimates for each Fund and expenses that may be incurred in connection with the operation of the new share class, which may differ as compared to the other classes of the Fund. Accordingly, we believe it is appropriate to note that "Other Expenses" are based on estimated amounts for the current fiscal year because the Institutional Plus Class has not begun incurring these expenses. August 19, 2025 Page 2 Comment 2. Please clarify in the signature page to the Part C that the Principal Financial Officer also serves as the Principal Accounting Officer or Comptroller, or add the individual who serves as the Principal Accounting Officer or Comptroller to the signature page to the Part C. Response 2. We acknowledge the comment; however, we would respectfully note that the Principal Financial Officer of the Funds performs a similar function as that of a Principal Accounting Officer. Accordingly, we believe that the Funds' registration statement has been executed in a manner consistent with the requirements of Section 6(a) of the Securities Act of 1933, as amended. * * * If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at (212) 698-3526 (tel). Thank you. Best Regards, /s/ Allison Fumai Allison Fumai