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Eversheds Sutherland (US) LLP  700 Sixth Street, NW, Suite 700  Washington, DC  20001-3980  D: +1 202.383.0845  F: +1 202.637.3593  stephanihildebrandt@eversheds- sutherland.com    December 27, 2024  Valerie J. Lithotomos  Division of Investment Management   U.S. Securities and Exchange Commission  100 F Street NE  Washington, DC 20549  Re: Monroe Capital Income Plus Corp   Preliminary Proxy Statement on Schedule 14A filed on December 12, 2024 (File  No. 814-01301)  Dear Ms. Lithotomos,  On behalf of Monroe Capital Income Plus Corporation (the “Company”), set forth below is the  Company’s response to the oral and written comments provided by the staff of the Division of  Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”)  on December 20, 2024, regarding the Company’s preliminary proxy statement on Schedule 14A,  filed with the SEC on December 12, 2024 (the “Preliminary Proxy Statement”). The Staff’s  comments are set forth below and are followed by the Company’s responses. Where revisions to  the Preliminary Proxy Statement are referenced in the responses set forth below, such revisions  have been included in the Company’s definitive proxy statement on Schedule 14A filed with the  SEC on December 27, 2024 (the “Definitive Proxy Statement”). Capitalized terms used but not  defined herein have the meanings specified in the Definitive Proxy Statement.   1. Pursuant to Item 22(c)(6) of Schedule 14A, please disclose the approximate amount of any material interest of any director of the Company in any material transactions since the beginning of the fiscal year, or in any material proposed transactions, to which the Adviser or any parent or subsidiary of the Adviser was or is to be a party. Response: The Company respectfully advises the Staff that there have been no reportable material transactions in which any director of the Company had a material interest since the beginning of the most recently completed fiscal year, and the Adviser Change in Control is the only proposed material transaction in which the Adviser or any parent or subsidiary of the Adviser is to be a party. The Company believes that Item 22(c)(6) of Schedule 14A does not require disclosure of the approximate amount that any directors of the Company will receive as a result of the Adviser Change in Control. First, Instruction 4 to Item 22(c)(6) provides that “no information need be given in response to this paragraph (c)(6) of Item 22 with respect to any transaction that is not related to the business or operations of the Fund and to which neither the Fund nor any of its Parents or Subsidiaries is a party.” The Company notes that none of the Adviser’s employees, nor the services provided to the Company by the Adviser, will change as a result of the transaction. The Adviser Change in Control impacts the Existing Advisory Agreement only because the change in control will technically constitute an assignment under the 1940 Act, causing a termination of the Existing Advisory Agreement. The terms of the Existing Advisory Agreement are identical to the proposed New Advisory Agreement, and, as noted in the Definitive Proxy Statement, the transaction will not result in any changes to the Company’s investment process or operations. Additionally, the Company itself is not a party to the Adviser Change in Control. Because there will be no material

 Valerie J. Lithotomos  December 27, 2024  Page 2              change to the operations of the Company, other than the Adviser’s management team  having access to additional capital and investment opportunities, the Company does not  believe that the requested disclosure in response to Item 22(c)(6) is required based on  Instruction 4.     Second, the Company believes that the proxy materials set forth “all the facts necessary  to enable a reasonably intelligent stockholder to make his [or her] own informed decision.”  Browing Debenture Holders’ Comm. V. DASA Corp., 357 F. Supp 1010 (S.D.N.Y. 1972)  (quotation marks omitted). Additionally, the Company has already disclosed the following  on p. 20 of the Preliminary Proxy Statement: “In connection with the transaction, a director  of the Company that is considered an “interested person” of the Company will receive  substantial payments in exchange for their equity interests in Monroe.” Stockholders of  the Company are not being asked to approve the Adviser Change in Control itself, but  whether to approve the proposed New Advisory Agreement. As a result, the Company  believes this disclosure would satisfy a reasonably intelligent stockholder seeking to  answer the specific question of whether the Company should enter into the proposed New  Advisory Agreement because it informs stockholders of the potential conflicts of interest  by generally setting forth the benefits to be received by a director in connection with the  transaction. The Company does not believe that a reasonably intelligent stockholder would  consider the specific dollar amount to be paid by the Acquiror necessary to evaluate the  proposed New Advisory Agreement, given that there will be no changes to the Adviser’s  management team or the services to be rendered to the Company.     2. Please confirm in correspondence, that all outstanding blanks and/or bracketed items  included in the Preliminary Proxy Statement are completed in the Definitive Proxy  Statement.     Response: the Company respectfully advises the staff that all outstanding bracketed  items included in the Preliminary Proxy Statement have been complete in the Definitive  Proxy Statement.     3. In the Preliminary Proxy Statement it is stated that the Special Meeting will be held  virtually on February 21, 2025, and in the Stockholder Letter included with the Preliminary  Proxy Statement you note that “The voting instruction form indicates whether you have  the option to vote those shares by telephone or by using the internet”, however, the same  paragraph also references the option for the shareholder to mail in his/her proxy card.  Please update the disclosure as necessary.     Response: The Company respectfully advises the Staff that it has updated the above  referenced disclosure to state the following: “The voting instruction form indicates whether  you have the option to vote those shares by mail, telephone or by using the internet”    4. The Staff refers to the disclosure in the last bullet of the list of benefits to be provided to  the Company and stockholders as a result of the Adviser Change in Control contained in  the Stockholder Letter “Wendel has committed up to $1 billion in capital to Monroe to  support new strategies and fund organic and inorganic initiatives on the Monroe platform  which could provide additional opportunities for investments in transactions for the  Company with attractive risk return profiles”. Please explain in correspondence whether it  is expected that the additional opportunities referenced in this disclosure will result in  changes to the Company’s investment process or operations.

 Valerie J. Lithotomos  December 27, 2024  Page 3              Response: The Company respectfully advises the Staff that it is not expected that  additional opportunities for investments resulting from Wendel’s capital commitment  would result in any changes to the Company’s investment process or operations.    5. Given that this a case of a future change in control that may occur during the first half of  next year (or possibly not occur, if all conditions are not met) we request that you  supplementally make the following representations:    1) Representation that if the shareholders approve the new agreement, the  new agreement will not take effect until the change in control date.    2) Representation that if a different assignment occurs between the vote and  the transaction, a new shareholder vote will be taken.   (In this regard,  please add the following disclosure to the Proxy Statement: “The Trust will  not execute the New Advisory Agreement if there is a change in control of  the Adviser other than the one specifically described in this Proxy  Statement, or other event that would cause the New Advisory Agreement  to terminate pursuant to the 1940 Act, if already executed.”)    3) Representation of, in case the shareholders do not approve the New  Agreement, whether the Trust’s Board intends to (i) terminate the  [existing agreement] under Section 15(a)(3) on the date of the vote  failure, or (ii) maintain the [existing agreement] in effect until its  expiration date, but start the 150 days under Rule 15a-4 on the date of  the vote failure (assuming the Board decides to rely on Rule 15a-4).      4) Assuming the shareholders approve the proposal for a New Advisory  Agreement, the company should supplement its registration statement to  explain the results of the proxy vote as this information is material in  nature. In particular, the company should explain the related pre-approval  timing provision while that provision is in place since a new investor in the  company during the interim period might not be aware of the proxy vote,  and thus the fact that the investment advisory agreement being used at  the time of their purchase will terminate once the interim period ends and  be replaced simultaneously with a new investment advisory agreement.  The staff would not object to the company adding this information  pursuant to its prospectus by filing a prospectus supplement pursuant to  Rule 424 under the Securities Act.    Response: The Company respectfully affirms the following:     1) If the Company’s stockholders approve the New Advisory Agreement at  the Special Meeting, the New Advisory Agreement will not take effect until  the closing of the Advsier Change in Control.     2) That if a different assignment occurs between the stockholder vote and  the closing of the Adviser Change in Control, a new shareholder vote will  be taken.       3) That as disclosed on p. 6 of the Definitive Proxy Statement, if the  stockholders do not approve the New Advisory Agreement prior to the  closing of the Adviser Change in Control, the Adviser (with Wendel’s  approval) shall use commercially reasonable efforts to obtain the Board

 Valerie J. Lithotomos  December 27, 2024  Page 4              approval of an interim investment advisory agreement containing the  same terms and conditions as the Existing Advisory Agreement, except  for: (i) the effective date and the termination date of the agreement; (ii)  any terms necessary to comply with the requirements of Rule 15a-4 of the  1940 Act; and (iii) any other differences in terms and conditions that the  Board, including a majority of the directors who are not interested persons  of the Company, finds to be immaterial. If an interim investment advisory  and management agreement is approved by the Board, such agreement  shall remain in effect for a maximum of 150 days following the termination  of the Existing Advisory Agreement, during which the Adviser shall  continue to solicit the stockholder approval for the New Advisory  Agreement Proposal.    4) The Company respectfully advises the Staff that it does not have an  effective registration statement under the Securities Exchange Act of  1933, as amended (the “Securities Act”).  In accordance with the  requirements of Form 8-K, the Company will disclosure the results of the  shareholder meeting under item 5.07 of Form 8-K within four business  days of the conclusion of the shareholder meeting.      The Company also respectfully advises the Staff that the Company has revised the  disclosure on p. 3 of the Definitive Proxy Statement to incorporate the following statement  “The Company will not execute the New Advisory Agreement if there is a change in control  of the Adviser other than the one specifically described in this Proxy Statement, or other  event that would cause the New Advisory Agreement to terminate pursuant to the 1940  Act, if already executed.”    6. In the Preliminary Proxy Statement, you state that Momentum US Bidco LLC, is an affiliate  of Wendel, please disclose the nature of such affiliation.     Response: The Company respectfully advises the Staff that the Company has revised the  disclosure on p. 4 of the Definitive Proxy Statement, to state that Momentum US Bidco  LLC is a wholly owned subsidiary of Wendel SE formed solely for the purpose of the Adviser  Change in Control.    7. Please outline any appraisal rights of the stockholders dissenting on the New Advisory  Agreement Proposal, if none, please so state.      Response: Due to the nature of the New Advisory Agreement Proposal, there are no   appraisal rights of dissenting stockholders.     8. The Staff references the following language on p. 8 of the Preliminary Proxy Statement “If  the New Advisory Agreement Proposal is not approved by the Company’s stockholders,  the Board will consider alternatives for the Company, potentially including seeking  subsequent approval of a different new investment advisory agreement by the Company’s  stockholders.” Please discuss supplementally any alternatives considered to date.     Response: At this time, the Company has not received any indication that the New   Advisory Agreement might not be approved by the Company’s stockholders and the Board   has not considered any alternatives other than the interim investment advisory agreement   discussed in the Definitive Proxy Statement.

 Valerie J. Lithotomos  December 27, 2024  Page 5                * * *    If you have any questions or additional comments concerning the foregoing, please contact me at  (202) 383-0845.    Sincerely,    /s/ Stephani M. Hildebrandt  Stephani M. Hildebrandt    cc: Theodore L. Koenig, Monroe Capital Income Plus Corp  Lewis W. Solimene, Jr., Monroe Capital Income Plus Corp