SecProbe.io

August 16, 2023
VIA E-mailStephen H. Bier, Esq.
Paul S. Stevens, Esq.
Dechert LLP1095 Avenue of Americas New York, NY 10036
Re: Muzinich Direct Lending Income Fund, Inc.
File No. 000-56572
Messrs. Bier and Stevens:
On July 17, 2023, you filed a registration statement on Form 10 on behalf of the
Muzinich Direct Lending Income Fund, Inc. (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 appearing elsewhere in the registration statement.  All capitalized terms not otherwise defi ned 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 advising us when you will provide the requested information.  We may have additional comments af ter reviewing your responses 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 Securities 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 per iod, you should consider withdrawing the Company’s Form 10 prior
to its effectiveness and re-filing a revised Form 10 that includes 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 until all of our co mments have been satisfactorily addressed.

Stephen H. Bier, Esq.
Paul S. Stevens, Esq
August 16, 2023

  Page 2 of 11  General

1. We note that portions of the Form 10 are incomplete. Please ensure that the fee table,
hypothetical expense examples, and financials are provided in an amendment. We may have
additional comments on such portions wh en you complete them in a pre-effective
amendment, on disclosures made in respons e to this letter, on information supplied
supplementally, or on exhibits added in any amendment.
2. Please supplementally provide the staff a co py of the Adviser’s Investment Management
Agreement (or form of).

3. The staff notes that the name of the Company includes the term “Direct Lending .” Section
35(d) of the Act prohibits the use of “any word or words in a fund name that the Commission finds are materially deceptive or misleading.” Rule 35d -1under the Act
requires a registered investment company with a name suggesting that the company focuses on a particular type of investment to invest  at least 80% of its assets in the type of
investment suggested by its name.  In light of the Company’s  name, please clarify that the
Company will invest at least 80% of its assets in credit investments that are directly originated by the Company.
Explanatory Note
4. The first paragraph of the section states that th e Company is filing the registration statement
on Form 10 “to comply with appliable requirements for the quotation or listing of its
securities on a national securities exchange or other public trading market. ” We note that in
other sections of the Form 10, the Company states that  it is uncertain its Shares will be listed
on a public market; for example,  see the second bolded bullet point in the Explanatory Note.
Please clarify if the Company currently has plan s to list its securities on an exchange. If not,
please delete the statement in the first paragraph of the section.
5. Within the bolded bullet points, please disclose, if applicable, that:

a. An investment in the Company is suitable only for sophisticated investors and
requires the financial ability and willingne ss to accept the high risks and lack of
liquidity inherent in an investment in the Company;
b. The Company intends to invest primarily in privately-held companies for which
very little public information exists. Such companies are also generally more vulnerable to economic downturns and may experience substantial variations in operating results;
c. The privately-held companies and below- investment-grade securities (sometimes
referred to as “high yield bonds,” “junk bonds” or “leveraged loans”) in which the
Company will invest will be difficult to value and are illiquid;

Stephen H. Bier, Esq.
Paul S. Stevens, Esq
August 16, 2023

  Page 3 of 11  d. The Company will elect to be regulated as a BDC under the 1940 Act, which
imposes numerous restrictions on the activities of the Company, including restrictions on leverage and on the nature of its investments;

e. Distributions may be funded from borrowings, which may constitute a return of
capital and reduce the amount of capital available to the Company for investment. Any capital returned to holders of Shares t hrough distributions will be distributed
after payment of fees and expenses. Th e Company may pay distributions in
significant part from sources that may not be available in the future and that are
unrelated to the Company’s  performance. This may reduce an investor’s adjusted
tax basis in the Shares, thereby increasing the investor’s potential taxable gain or
reducing the potential taxable loss on the sale of Shares.

6. Please revise the first bullet point in include a discussion of transfers and assignments.

Summary of Risks
7. The second bullet on page iii states that, “ We are a non-diversified investment company
within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer. ” Please revise
the disclosure to clarify that the Company is s ubject to the diversificat ion test in Subchapter
M of the Internal Revenue Code. Please also  make conforming revisions to the risk
disclosure on page 31.
8. The third bullet point on page (iii) states that “ if we fail to maintain our status as a BDC, we
might be regulated as a closed-end investment company, which would subject us to additional regulatory restrictions.” Please revise the sentence to state that the Company
“might be regulated as a closed -end investment company required to register under the 1940
Act.”

9. The seventh bullet point on page (iii) discloses that the Company might fund a portion of its
investments with preferred stock. Please supplementally confirm that the Company will not
issue preferred stock within one year. Otherwis e, please add appropriate strategy, risk, and
fee table (e.g., dividend expenses) disclosures.

10. The eighth bullet point on page (iii) discloses that “Our board may change investment
objective, operating policies and st rategies without prior notice or stockholder approval.”
Please clarify that such cha nges would be subject to the 1940 Act (e.g. Section 58 of 1940
Act).

11. The Staff notes that within the ninth bullet point of the summary of risks, the Company
states that “Our Adviser may act in a riskier manner on our behalf than it would when acting
for its own account because its responsibilities  and liability to us are limited under the
Advisory Agreement.” Please disclose  how the Adviser’s responsibilities and liabilit ies are
limited under the Investment Advisory Agreement. We may have additional questions.

Stephen H. Bier, Esq.
Paul S. Stevens, Esq
August 16, 2023

  Page 4 of 11  12. The fourth bullet point on page iv discloses investments in companies “experiencing
significant financial or business difficulties.” Please clarify if this  disclosure contemplates
investments in defaulted or partially defaulte d loans. If applicable, please disclose the
corresponding risks associated with such investments.

13. The eighth bullet point on page iv contemplates the use of derivatives. Please disclose how
the Company may use derivatives within the overall strategy as a direct lending fund. For example, please disclose if derivatives will  be used for hedging purposes, to obtain market
exposure or something else
.

14. The thirteenth bullet point on page iv contemp lates payment of dividends in Shares. Please
disclose briefly potential adverse tax conseque nces for investors and/or include a cross
reference to the more detailed discussion in th e registration statement that discusses such
potential risks.
Item 1. Business – (a) General Development of the Business
15. Throughout the section, the Company refers to  its equity as “Shares.” In the previous
section, the Company refers it is equity as “Common Stock.” For clarity, please consider
using only one defined term to refer to the Company’s common stock .

16. The second paragraph on page 1 states that, “The Company uses the term “perpetual -life
BDC” to describe an investment vehicle  of indefinite duration, whose Shares are intended to
be sold by the BDC on a continuous basis at a price generally  [emphasis added] equal to the
BDC’s net asset value (“NAV”) per share.”  Please:

a. Supplementally explain the use of the qualifier “generally ;” and

b. Confirm that the Company will only sell Shares below NAV in compliance with
Section 23(b) of the Act.
17. The second paragraph on page 1 states that, “Any repurchase program will be subject to the
Company’s available cash, compliance with th e RIC qualification and diversification rules,
and the 1940 Act.”  Please clarify that any repurchase program will also be subject to Rule
13e-4 of the Exchange Act.
18. The second paragraph on page 2 states that, “The minimum initial Subscription Amount is
$[
 ], unless waived by the Adviser.”  Please disclose the circumstances in which the
Adviser would waive the minimum initial subscription amount.

19.  The sixth paragraph on page 2 discloses th at should the Board determine to cause a
liquidity event, each stockholder will be re quired to cooperate with the Company. The
paragraph also discloses that the Board would not  need shareholder consent to cause such a
liquidity event.

a. Please disclose the types of changes to the proposed governance and capital
structure of the Company that would be necessary to conduct a Liquidity Event.

Stephen H. Bier, Esq.
Paul S. Stevens, Esq
August 16, 2023

  Page 5 of 11
b. Please include a bolded bullet point in the Explanatory Note that investors may
bear the cost of a potential IPO and listing, neither of which may require a shareholder vote.

c. Please add a clarifying statement that sh areholder consent will not be sought to
conduct a Liquidity Event unless required by the 1940 Act.
Item 1. Business – (c) Description of the Business
20.  The second paragraph on page 3 discloses that, “The Company expects to invest across a
number of different industries.”  To the extent applicable, please disclose potential
concentrations in any particular industry.
21.  The third paragraph on page discloses 3 that, “ To a lesser extent, the Company may invest
in special purpose vehicles and/or joint venture credit-like sec urities, other debt and equity
securities. ”

a. Please c larify what constitutes “credit -like securities” or “other  debt and equity
securities.” Consider providing examples of each.

b. In the appropriate sections of the registration statement, please provide more
detail regarding the special purpose vehicles or joint ventures (e.g. structure, underlying investments).

c. To the extent any of the above investments would be principal investments, please
include corresponding risk disclosure.
22. The fourth paragraph on page 3 states that, “The Company’s investment strategy will also
allocate a portion  [emphasis added]  of the overall portfolio to more liquid credit
investments…”  Please consider specifying what percentage, or range, of the Company’s
assets will be allocated to m ore liquid credit investments.

23. The fifth paragraph on page 3 states that, “The Company’s private credit investments are
typically expected to have maturities between three and eight years and to generally range in
size between $10 million and $25 million, though this  expected investment size may grow if
the Company’s capital base grows and may shrink if the Company’s capital base shrinks (or does not reach its target size).” Please clarif y what is meant by the statement that the
Company’s capital base may shrink.  For what reasons?

24. The fifth paragraph on page 3 states that, “ The Company seeks to avoid [emphasis added]
start-ups or turn-around situations, as well as specialized industries such as real estate,
regulated financial services, commodities, oil & gas extraction, firearms, tobacco, cannabis,
and pornography, and businesses with significant technology risk. ” Please clarify what is
meant by “seeks to avoid.” May the Company invest in such investments? If so, u nder
which circumstances would the Company make such investments?

Stephen H. Bier, Esq.
Paul S. Stevens, Esq
August 16, 2023

  Page 6 of 11  25. The first paragraph of page 4 states that, the “ The Company intends to use open-market
secondary purchases to maintain liquidity for its share repurchase program and to manage cash before investing subscription proceeds into origination investments, while also seeking attractive investment returns.”  Please clarify if the Company will maintain a
portion of its assets in liquid investments at all times. See comment 21 above.

26. In the first paragraph of page 4 the Company discusses “qualifying assets.” Please include a
cross reference to the discussion later in th e Form 10 that explains what constitutes a
qualifying asset.

27. In the third paragraph of page 4, the Company states that, “In the future, the Company may
also securitize a portion of its investments in any or all of the Company’s assets.”
Furthermore, the Company lists “ costs incurred in connection with the formation or
maintenance of entities or vehicles to hold the Company’s assets” as an expense to be borne by the Company on page 10. To the extent the BDC utilizes a wholly owned subsidiary for tax or other purposes, please disclose that:

a. The Company will comply with the provisions of the 1940 Act governing capital
structure and leverage (Section 61) on an aggregate basis with a subsidiary so that the Company treats the s ubsidiary’s debt as its own.

b. Any investment adviser to a subsidiary complies with provisions of the 1940 Act
relating to investment advisory contracts (Section 15) as if it were an investment adviser to the Company under Section 2(a)(20) of the 1940 Act. Any investment advisory agreement between a subsidiary and its investment adviser is a material
contract that should be included as an ex hibit to the Registration Statement. If the
same person is the adviser to both the Company and a subsidiary, then, for purposes of complying with Section 15(c), the r eviews of the Company’s and a subsidiary’s
investment advisory agreements may be combined.
c. Any investment in a subsidiary will comply with provisions relating to affiliated
transactions and custody (Section 57). Al so, please identify the custodian of the
subsidiary.
 d. The subsidiary’s principal investment stra tegies or principal risks that constitute
principal investment strategies or risks of the Company. The principal investment
strategies and principal risk disclosures of a Company that invests in a subsidiary
should reflect aggregate operations of the Company and the subsidiary.
 e. The subsidiary or subsidiaries will include enti ties that engage in investment activities
in securities or other assets that are primarily controlled by the Company.  If, however, the Company will only invest through wholly-owned Subsidiaries, disclose that the Company does not, or does not intend to, create or acquire primary control of
any entity which engages in investment acti vities in securities or other assets, other
than entities wholly-owned by the