SEC Company Response from MORGAN STANLEY INSTITUTIONAL LIQUIDITY FUNDS (CIK 0001227155) — Jan 27, 2026
MORGAN STANLEY INSTITUTIONAL LIQUIDITY FUNDS (CIK 0001227155)
Date: Jan. 27, 2026 · CIK: 0001227155 · Accession: 0001104659-26-007114
AI Filing Summary & Sentiment
File numbers found in text: 333-104972, 811-21339
Letter
Securities and Exchange Commission Washington, D.C. 20549 Attention: Kalkidan Ezra, Division of Investment Management Re: Morgan Stanley Institutional Liquidity Funds (the “Registrant”) (File No. 333-104972; 811-21339)
Dear Ms. Ezra:
Thank you for your telephonic comments regarding the Registrant’s registration statement on Form N-1A relating to the addition of the DAP Class of the Treasury Securities Portfolio (the “Fund”), filed with the Securities and Exchange Commission on December 5, 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 complete all empty or bracketed fields.
Response 1. The Registrant confirms that all empty or bracketed fields will be completed in a further amendment to the registration statement.
Comment 2. Cybersecurity and Technology Risk is included under the Item 9 risks of the Fund but is not included under the Item 4 risks of the Fund. To the extent that Cybersecurity and Technology Risk is a principal risk of investing in the Fund, please consider including this risk factor in the Item 4 Principal Risks section.
Response 2. The Registrant respectfully acknowledges your comment; however, the Registrant believes that Cybersecurity and Technology Risk is not a principal risk of investing in the Fund. The Registrant believes that the placement of Cybersecurity and Technology Risk in the Item 9 Additional Information About Fund Investment Strategies and Related Risks section is currently appropriate.
January 27,
Page 2
Comment 3. In the Purchase and Sale of Fund Shares section, the Fund’s prospectus states, “[a]lthough the Fund does not currently employ blockchain technology or invest in crypto or digital assets, DAP Class shares are expected to be purchased and held primarily through Financial Intermediaries that intend to use blockchain technology to maintain a record or a mirror record of share ownership for their customers.” Please supplementally explain the meaning of this disclosure and consider revising the disclosure as applicable. Please also explain whether the Fund anticipates tokenizing the DAP Class and whether the Fund intends to obtain reserve assets for stablecoin issuers.
Response 3. DAP Class shares are expected to be purchased and held primarily through certain authorized third-parties, such as broker-dealers or other financial intermediaries that have entered into a selling agreement with the Fund’s distributor (each, a “Financial Intermediary”). The Registrant understands that certain Financial Intermediaries intend to use blockchain technology to maintain a record of share beneficial ownership for their customers, either in addition to (i.e., secondary) or instead of a more traditional book-keeping. Neither the Registrant nor its adviser or distributor would have direct visibility into the specific process by which a Financial Intermediary would incorporate blockchain or similar technologies into its operations (similar to other recordation systems used by intermediaries that maintain omnibus positions with mutual funds).
The Registrant respectfully acknowledges your comment; and the Registrant respectfully declines to implement any changes in response to this comment.
The Registrant confirms that the Fund does not currently anticipate tokenizing the DAP Class shares directly and the Fund does not currently intend to serve as an eligible reserve asset for stablecoin issuers.
* * *
January 27,
Page 3
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
Show Raw Text
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
January 27, 2026
Securities and Exchange Commission
Judiciary Plaza
100 F Street, NE
Washington, D.C. 20549
Attention: Kalkidan Ezra, Division of Investment Management
Re: Morgan Stanley Institutional Liquidity Funds (the “Registrant”)
(File No. 333-104972; 811-21339)
Dear Ms. Ezra:
Thank you for your telephonic
comments regarding the Registrant’s registration statement on Form N-1A relating to the addition of the DAP Class of the
Treasury Securities Portfolio (the “Fund”), filed with the Securities and Exchange Commission on December 5, 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 complete all empty or bracketed fields.
Response 1. The
Registrant confirms that all empty or bracketed fields will be completed in a further amendment
to the registration statement.
Comment 2. Cybersecurity
and Technology Risk is included under the Item 9 risks of the Fund but is not included under the Item 4 risks of the Fund. To the extent
that Cybersecurity and Technology Risk is a principal risk of investing in the Fund, please consider including this risk factor in the
Item 4 Principal Risks section.
Response 2. The
Registrant respectfully acknowledges your comment; however, the Registrant believes that
Cybersecurity and Technology Risk is not a principal risk of investing in the Fund. The Registrant
believes that the placement of Cybersecurity and Technology Risk in the Item 9 Additional
Information About Fund Investment Strategies and Related Risks section is currently appropriate.
January 27,
2026
Page 2
Comment 3. In
the Purchase and Sale of Fund Shares section, the Fund’s prospectus states, “[a]lthough the Fund does not currently employ
blockchain technology or invest in crypto or digital assets, DAP Class shares are expected to be purchased and held primarily through
Financial Intermediaries that intend to use blockchain technology to maintain a record or a mirror record of share ownership for their
customers.” Please supplementally explain the meaning of this disclosure and consider revising the disclosure as applicable. Please
also explain whether the Fund anticipates tokenizing the DAP Class and whether the Fund intends to obtain reserve assets for stablecoin
issuers.
Response
3. DAP Class shares are expected to be purchased and held primarily through certain
authorized third-parties, such as broker-dealers or other financial intermediaries that have entered into a selling agreement with the
Fund’s distributor (each, a “Financial Intermediary”). The Registrant understands that certain Financial Intermediaries
intend to use blockchain technology to maintain a record of share beneficial ownership for their customers, either in addition to (i.e.,
secondary) or instead of a more traditional book-keeping. Neither the Registrant nor its adviser or distributor would have direct visibility
into the specific process by which a Financial Intermediary would incorporate blockchain or similar technologies into its operations
(similar to other recordation systems used by intermediaries that maintain omnibus positions with mutual funds).
The Registrant respectfully acknowledges
your comment; and the Registrant respectfully declines to implement any changes in response to this comment.
The Registrant confirms that the Fund
does not currently anticipate tokenizing the DAP Class shares directly and the Fund does not currently intend to serve as an eligible
reserve asset for stablecoin issuers.
* * *
January 27,
2026
Page 3
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