SecProbe.io

CORRESP
1
filename1.htm

  1095 Avenue of the Americas

New York, NY 10036-6797

+1 212 698 3500 Main

+1 212 698 3599 Fax

www.dechert.com

____________________________

STEPHEN H. BIER

stephen.bier@dechert.com

+1 212 698 3889 Direct

+1 202 261 3092 Fax

September 15, 2023

Timothy Worthington

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0504

Re: Muzinich Corporate Lending Income Fund, Inc.

Form 10 Registration Statement

File No. 000-56572

Dear Mr. Worthington:

We are writing in
response to comments provided on August 16, 2023 with respect to the registration statement filed on Form 10 (the
“Registration Statement”) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), on July
17, 2023, on behalf of Muzinich Corporate Lending Income Fund, Inc. (f/k/a Muzinich Direct
Lending Income Fund, Inc.) (the “Company”), a closed-end fund that will elect
to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”). The Company has considered your comments and has authorized
us, on its behalf, to make the responses and changes discussed below to the amended Registration Statement (the “Amended
Registration Statement”) to be filed concurrently herewith. All terms not defined herein
shall have the meaning ascribed in the Amended Registration Statement.

On
behalf of the Company, set forth below are the Securities and Exchange Commission (“SEC”) staff’s (the “Staff”)
comments along with the Company’s responses to or any supplemental explanations of such comments, as requested.

General

Comment 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 when you complete them in a pre-effective amendment, on
disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendment.

Response 1.
The Company respectfully acknowledges the Staff’s comment and will provide all information required under Form 10 in the
Amended Registration Statement. The Company advises the Staff that Form 10 does not require the inclusion of a fee table or expense example
and thus the Company respectfully declines to include a fee table or expense example. Given the sophisticated nature of the Company’s
investors (i.e., not retail investors), the Company does not believe it is necessary to include such disclosure.

Comment 2.
Please supplementally provide the staff a copy of the Adviser’s Investment Management Agreement (or form of).

Response 2.
The Company respectfully acknowledges the Staff’s comment and will include a form of the Advisory Agreement as an exhibit
to the Amended Registration Statement.

Comment 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-1
under 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.

Response 3.

The Company has determined
to change its name to “Muzinich Corporate Lending Income Fund, Inc.” In connection therewith, the Company has adopted the
following policy: “Under normal circumstances, the Company will invest at least 80% of its total assets in debt instruments of corporate
issuers, including directly originated loans, club deals (investments generally made by a small group of lenders), broadly syndicated
loans (investments generally arranged or underwritten by investment banks or other intermediaries), high yield and/or investment grade
bonds, structured credit investments (including indebtedness issued by collateralized loan obligation vehicles (“CLOs”)),
and other debt-related instruments. The Adviser may, without limitation, lead and structure a transaction as sole-lender, as the agent
of a club credit facility (a group of similar direct lenders), or may participate as a non-agent investor in a large club or syndicated
transactions. If the Company changes its 80% policy, the Company will provide stockholders with at least 60 days’ prior notice of
such change.”

Explanatory Note

Comment 4.
The first paragraph of the section states that the 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 plans to list its securities
on an exchange. If not, please delete the statement in the first paragraph of the section.

Response 4.
The Company does not currently have plans to list its securities on an exchange. The disclosure has been revised accordingly.

    2

Comment 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 willingness 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;

 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 through distributions will be distributed
after payment of fees and expenses. The 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.

Response 5.
The disclosure has been revised accordingly.

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

Response 6.
The disclosure has been revised accordingly.

Summary of Risks

Comment 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 subject to the diversification test in Subchapter M of the Internal Revenue
Code. Please also make conforming revisions to the risk disclosure on page 31.

Response 7.
The disclosure has been revised accordingly.

    3

Comment 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.”

Response 8.
The disclosure has been revised accordingly.

Comment 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. Otherwise, please add appropriate strategy,
risk, and fee table (e.g., dividend expenses) disclosures.

Response 9.
The Company supplementally confirms to the Staff that it does not intend to issue preferred stock within one year.

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

Response 10.
The disclosure has been revised accordingly.

Comment 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 liabilities are limited under the Investment
Advisory Agreement. We may have additional questions.

Response 11.
The Company refers the Staff to “Item 1A – Risk Factors – 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,” which discloses that the Company’s Adviser and its officers, managers, partners, agents, employees, controlling
persons, members and any other person or entity affiliated with the Adviser will not be liable to the Company for their acts under the
Advisory Agreement, absent willful misfeasance, bad faith or gross negligence in the performance of their duties, or by reason of their
reckless disregard of their obligations and duties under the Advisory Agreement.

Comment 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 defaulted loans. If applicable, please disclose the
corresponding risks associated with such investments.

Response 12.
The Company supplementally advises the Staff that the Company does not currently contemplate that making investments in defaulted
or partially defaulted loans will be a principal investment of the Company. The Company refers the Staff to “Item 1A –
Risk Factors – By originating loans to companies that are experiencing, or that after investment experience, significant financial
or business difficulties, we may be exposed to distressed lending risks.”

    4

Comment 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.

Response 13.
Although not part of its principal investment strategies, the Company may invest in derivative instruments (including, but not
limited to, for leveraging and hedging purposes). To the extent that the Company engages in any such transactions, the Company will limit
the derivatives exposure attributable to all derivatives transactions to 10% of the Company’s net assets in accordance with the
provisions of Rule 18f-4(c)(4)(i)(B) under the 1940 Act. The Company refers the Staff to “Item 1A – Risk Factors –
We may invest in derivatives or other assets that expose us to certain risks, including markets risk, liquidity risk, and other risks
similar to those associated with the use of leverage,” which explains that the Company intends to qualify as a “limited
derivatives user” under Rule 18f-4 and has adopted policies and procedures to comply with Rule 18f-4.

Comment 14.
The thirteenth bullet point on page iv contemplates payment of dividends in Shares. Please disclose briefly potential adverse tax
consequences for investors and/or include a cross reference to the more detailed discussion in the registration statement that discusses
such potential risks.

Response 14.
The Company has revised the noted bullet point accordingly. The Company notes that adverse tax consequences in this circumstance
is discussed elsewhere in the Registration Statement, and the Company refers the Staff to “Item 1A – Risk Factors –
Our stockholders may receive shares of our Common Stock as dividends, rather than cash, and because the distribution of our Common Stock
will generally still be treated as a dividend for U.S. federal income tax purposes, this could result in adverse tax consequences to
stockholders.” The Company respectfully declines to include a cross-reference in the Summary Risk section to this risk in Item
1A. The Company believes a cross-reference in the Summary Risk section is inconsistent with the practice of BDCs and detracts from the
usefulness of Summary Risks.

Item
1. Business — (a) General Development of the Business

Comment 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.

Response 15.
The disclosure has been revised accordingly.

    5

Comment 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.

Response 16.
The disclosure has been revised to reflect that the Company reserves the right to issue shares of Common Stock at a price above
the then-calculated NAV per share to allocate initial organizational and offering expenses to newly admitted stockholders at any Subsequent
Closing. The Company supplementally confirms that it will only sell shares below NAV per share in compliance with Sections 23(b) and
63(2) of the 1940 Act.

Comment 17.
The second paragraph on page 1 states that, “Any repurchase program will be subject to the Company’s available cash,
compliance with the 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.

Response 17.
The disclosure has been revised accordingly.

Comment 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.

Response 18.
The disclosure has been revised accordingly.

Comment 19.
The sixth paragraph on page 2 discloses that should the Board determine to cause a liquidity event, each stockholder will be required
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.

    6

 b) Please include a bolded bullet point in the Explanatory Note that investors may bear the cost of a
potential IP