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December 18, 2023
Douglas Armer
Chief Financial Officer and Head of Capital Markets
North Haven Net REIT
1585 Broadway, 33rd Floor
New York, NY 10036
Re:North Haven Net REIT
Registration Statement on Form 10
Filed November 14, 2023
File No. 000-56611
Dear Douglas Armer:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
Registration Statement on Form 10
General
1.Because the company is a blind pool with no operating history and is dependent on
Morgan Stanley and its affiliates, please include disclosure comparable to that required by
Industry Guide 5, including prior performance tables for programs with similar investment
objectives, or advise why such disclosure would not be material to investors.  For
guidance, see CF Disclosure Guidance: Topic No. 6.
2.We note your use of periodic NAV pricing for both your offerings and share repurchase
plan. Please clarify how you will communicate your NAV price changes. Please provide
us, on a supplemental basis, with your template for future NAV disclosures. Additionally,
if there is a significant difference between the previous period price and the price at which
you would issue shares to a new investor, clarify whether investors would have an
opportunity to rescind their subscription. Similarly, if there is a significant decrease in
price since the time someone submitted their repurchase request, clarify whether the
investor would have an opportunity to revoke their request.

 FirstName LastNameDouglas Armer
 Comapany NameNorth Haven Net REIT
 December 18, 2023 Page 2
 FirstName LastName
Douglas Armer
North Haven Net REIT
December 18, 2023
Page 2
3.We note that you are conducting a private offering in reliance on Section 4(a)(2) and
Regulation D of the Securities Act of 1933. It appears that you have not filed a Form D.
Please advise.
4.Please note that your registration statement becomes effective automatically 60 days after
its initial filing. You will then be subject to the reporting requirements of the Exchange
Act of 1934 even if comments remain outstanding. In that case consider withdrawing the
Form 10 before it becomes effective automatically and submitting a new registration
statement when you respond to our comments.
Business, page 6
5.Please disclose the amount you are seeking to raise in your private placement offerings.
Operating Structure and REIT Considerations, page 15
6.Please revise the diagram on page 16 to clearly show the relationships among the
company, MSREI and MSREI Holding.
Share Repurchase Plan, page 27
7.Please be advised that you are responsible for analyzing the applicability of the tender
offer rules, including Rule 13e-4 and Regulation 14E, to your share repurchase plan. We
urge you to consider all the elements of your share repurchase plan in determining
whether the plan is consistent with relief granted by the Division of Corporation Finance
in prior no action letters. To the extent you are relying on Blackstone Real Estate Income
Trust, Inc. (Letter dated September 12, 2016), Rich Uncles NNN REIT, Inc. (Letter dated
December 21, 2016), Hines Global REIT II, Inc. (Letter dated April 26, 2017), or Black
Creek Diversified Property Fund Inc. (Letter dated September 1, 2017) please provide us
with an analysis as to how your program is consistent with such relief. To the extent you
have questions as to whether the plan is entirely consistent with the relief previously
granted by the Division of Corporation Finance, you may contact the Division’s Office of
Mergers and Acquisitions at 202-551-3440.
8.We note that you may conduct the share repurchase program during the offering period of
your continuing private placement offering. Please be advised that you are responsible for
analyzing the applicability of Regulation M to your share repurchase plan.  We urge you
to consider all the elements of your share repurchase plan in determining whether the plan
is consistent with the class relief granted by the Division of Market Regulation in the class
exemptive letter granted Alston & Bird LLP dated October 22, 2007.  To the extent you
have questions as to whether the plan is entirely consistent with that class exemption you
may contact the Division of Trading and Markets at 202-551-5777.

 FirstName LastNameDouglas Armer
 Comapany NameNorth Haven Net REIT
 December 18, 2023 Page 3
 FirstName LastName
Douglas Armer
North Haven Net REIT
December 18, 2023
Page 3
Security Ownership of Certain Beneficial Owners and Management, page 130
9.Please identify clearly all natural persons who exercise the sole or shared voting and/or
dispositive powers with respect to the shares held by the shareholder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Paul Cline at 202-551-3851 or Wilson Lee at 202-551-3468 if you have
questions regarding comments on the financial statements and related matters. Please contact
Ruairi Regan at 202-551-3269 or Mary Beth Breslin at 202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Daniel B. Honeycutt, Esq.