Correspondence 0001104659-24-005216 from Morgan Stanley Direct Lending Fund (MSDL)
Morgan Stanley Direct Lending Fund
Date: Jan. 19, 2024 · CIK: 0001782524 · Accession: 0001104659-24-005216
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-276056
Letter
Via Edgar Division of Investment Management 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
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CORRESP
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filename1.htm
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