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    Simpson
    Thacher & Bartlett LLP

    425
                                            LEXINGTON AVENUE

    NEW YORK, NY 10017-3954

    TELEPHONE:
                                            +1-212-455-2000

    FACSIMILE: +1-212-455-2502

    December 26,
    2023

VIA EDGAR

    Re:

    North Haven Net REIT

    Form 10-12G

    Filed November 14, 2023

    File No. 000-56611

Mr. Ruairi Regan

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Dear Ladies and Gentlemen:

On behalf of North Haven Net REIT (the “Company”),
we hereby transmit via EDGAR to the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities
and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 1 (“Amendment No. 1”)
to the above-referenced registration statement on Form 10-12G (the “Registration Statement”), marked to show changes
from the Registration Statement initially filed on November 13, 2023. The Company has prepared Amendment No. 1 to respond to
the Staff’s comments in its letter dated December 18, 2023, relating to the Registration Statement (the “Comment Letter”)
and to otherwise update its disclosure.

In addition, we are providing the following responses
to the Comment Letter. To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references
in the text of this letter correspond to the pages of Amendment No. 1. Unless otherwise defined below, terms defined in Amendment
No. 1 and used below shall have the meanings given to them in Amendment No. 1. The responses and information described below
are based upon information provided to us by the Company.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission -2- December 26, 2023

Registration Statement on Form 10-12G

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.

The Company respectfully notes that Industry
Guide 5 was published as a guide for the preparation and filing of registration statements for offerings of securities pursuant to
the Securities Act of 1933, as amended (the “Securities Act”).1 The Company respectfully submits that
the Registration Statement does not constitute an offer of securities of the Company or any other Morgan Stanley entity. Rather, the
Registration Statement is being filed by the Company on a voluntary basis to provide current information to holders of the
Company’s common shares in the future. The Company’s common shares will be offered pursuant to the Company’s
private placement memorandum as well as any memorandum used for subsequent offerings (collectively, as amended and/or supplemented
from time to time, the “Offering Memorandum”) in reliance upon the exemption from registration thereunder
provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Accordingly, the Company
respectfully submits that Industry Guide 5 does not apply to the Registration Statement, which is being filed under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and that it would not be appropriate to include such
disclosure in a registration statement under the Exchange Act.

In support of the above conclusion, the Company
also considered the framework of the rules as set forth in Items 801 and 802 of Regulation S-K promulgated under the Exchange Act,
and in particular, in the context of a registration statement on Form 10. Item 801 applies only to registration statements under
the Securities Act and requires that such registration statements contain the information set forth in the applicable industry guide.
Conversely, Item 802 applies to registration statements under the Exchange Act. However, Guide 5 information is only required to
be included for registrations under the Securities Act pursuant to Item 801, not registrations under the Exchange Act pursuant to Item
802. The Company also notes that the Commission has specifically extended the applicability of certain Securities Act Industry Guides
to registrations for certain types of organizations under the Exchange Act Industry Guides, but the Commission has not done so with respect
to Guide 5. For example, in the Exchange Act Industry Guides, Guide 3 and Guide 4 relate to the disclosures of bank holding companies
and unpaid claims and claim adjustment expenses of property casualty underwriters, respectively, and specifically state that each guide
applies to the business portion of registration statements filed on Form 10. There is no such corresponding requirement included
for Exchange Act Industry Guide 5.2

1
See Securities Act Release No. 5692 (March 17, 1976). While Industry Guide 5, by its terms, applies only to real estate
limited partnerships, in 1991 the Commission stated that “the requirements contained in the Guide should be considered, as appropriate,
in the preparation of registration statements for real estate investment trusts and for all other limited partnership offerings”
(emphasis added). See Securities Act Release No. 33-6900 (June 25, 1991).

2
See Exchange Act Industry Guide 3 (now Regulation S-K 1400) (“This Guide applies to the description of business portion
of bank holding company registration statements filed on Form 10 (Item 1) [17 CFR 249.210], in proxy and information statements
relating to mergers, consolidations, acquisitions and similar matters (Item 14 of Schedule 14A and Item 1 of Schedule 14C) [17 CFR 240.14a-101
and 240.14c-101], and in reports filed on Form 10-K (Item 1) [17 CFR 249.310].”) (emphasis added); Exchange Act Industry Guide
4 (“The Guide applies to the description of business portion of registration statements filed on Form 10 (Item 1) [17 CFR 249.210],
in proxy and information statements relating to mergers, consolidations, acquisitions, and similar matters (Item 14 of Schedule 14A and
Item 1 of Schedule 14C) [17 CFR 240.14a-101 and 240.14c-101], and in reports filed on Form 10-K (Item 1) [17 CFR 249.310]”) (emphasis
added).

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission -3- December 26, 2023

To further establish that Industry Guide 5 does
not apply to the Registration Statement, the Company respectfully notes that there are a number of additional disclosure requirements
set forth in Industry Guide 5 that are inapplicable to a registration statement on Form 10 under the Exchange Act. For example, the
following requirements of Industry Guide 5 are exclusively applicable to an offering of securities under the Securities Act (and would
not apply in the context of the Registration Statement, which is being filed under the Exchange Act):

 1. Basic information about the offering, including the termination date of the offering, any maximum / minimum
required purchase and any arrangements to place the funds received in an escrow trust or similar arrangement;3

 2. Suitability standards, if any, to be utilized by the registrant in determining the acceptance of subscription
agreements;4

 3. Use of proceeds from the offering of securities;5

 4. Compensation, fees, profits and other benefits (including reimbursement of out-of-pocket expenses), which
the general partner and its affiliates may earn or receive in connection with the offering;6

 5. If a material portion of the maximum net proceeds is not committed to specific properties, disclosure
of (a) the identity of the individuals who will make the investment decisions with appropriate background information and (b) that
no specific properties are identified;7

 6. Where a reasonable probability exists that a property will be acquired and the funds to be expended represent
a material portion of the net proceeds of the minimum offering, a description of such property;8

 7. Federal tax aspects of the offering, including tax consequences an investor can reasonably expect from
an investment in the offering;9

 8. Plan of distribution;10

 9. Limitations on content included in sales literature;11 and

 10. Various undertakings relating to an ongoing offering of securities.12

3
See Section 1. Cover Page.

4
See Section 2. Suitability Standards

5
See Section 3. Summary of the Partnership and Use of Proceeds.

6
See Section 4. Compensation and Fees to the General Partners and Affiliates.

7
See Section 9. Management; Section 11. Description of Real Estate Investments.

8
See Section 11. Description of Real Estate Investments.

9
See Section 12. Federal Taxes.

10
See Section 18. Plan of Distribution

11
See Section 19. Summary of Promotional and Sales Literature.

12
See Section 20. Undertakings.

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission -4- December 26, 2023

Similarly, Section 2325.1 of the Financial
Reporting Manual for the Division of Corporation Finance states that “‘Blind pool’ offerings have different Securities
Act and Exchange Act reporting requirements with respect to real estate acquisitions both during and after the distribution period.”
The Note to Section 2325.1 states that “The distribution period is the period during which the registrant is conducting a continuous
1933 Act registered offering through a registration statement subject to Industry Guide 5” (emphasis added). In addition, Item
20 of Industry Guide 5 requires companies that have filed registration statements for “blind pool” offerings pursuant to Rule 424
promulgated under the Securities Act to include undertakings to file sticker supplements and to consolidate all stickers in a post-effective
amendment filed once every 3 months during the distribution period.

Furthermore, the Company respectfully submits
that many of the disclosure requirements set forth in Industry Guide 5 conflict with the Commission’s rules and regulations
that will govern the Company’s continuous private offering. For example, the Company’s common shares are being offered in
reliance upon the exemption from registration thereunder provided by Section 4(a)(2) and Rule 506(b) of Regulation
D promulgated thereunder. Pursuant to Rule 506(b) of Regulation D, the Company intends only to sell to “accredited investors”
(as defined in Rule 501(a) of Regulation D) and may not engage in general solicitation or advertising to market its securities.
The Company respectfully notes that disclosure of, for example, the prior performance of a sponsor may run afoul of the prohibition against
general solicitation as the purpose of the prior performance disclosures required by Industry Guide 5 is to provide prospective investors
with information related to the investment experience of the sponsor to enable them to make an informed investment decision, which may
be interpreted as marketing the sponsor, and, in turn, the Company’s private offering.

Notwithstanding the forgoing, the Company respectfully
submits that, while the Registration Statement is not subject to the disclosure requirements of Industry Guide 5, the Registration Statement
does contain certain disclosures that are comparable to the portions of Industry Guide 5 that are applicable to a registration statement
under the Exchange Act, as set forth in Form 10, such as conflicts of interests, risk factors, investment objectives and policies,
material federal tax considerations, description of the securities, and repurchase terms, and that otherwise would not be inconsistent
with the Commission’s rules and regulations that govern the Company’s continuous private offering.

Finally, the Company respectfully notes the following
excerpt from CF Disclosure Guidance: Topic No. 6, under the heading “Prior Performance”:

“In a typical public offering
of securities registered under the Securities Act, a potential investor can evaluate, among other things, the registrant’s financial
condition and operating history in making an investment decision. In the case of an initial public offering of shares of a non-traded
REIT, the registrant typically does not yet own real estate assets, has no operating history and has not identified any specific assets
to acquire with the offering proceeds. Therefore, potential investors in the initial public offering of a non-traded REIT cannot base
their investment decision on the registrant’s financial condition or operating history or on an analysis of its stated use of
proceeds. This raises the question of how investors can evaluate the sponsor in order to make an informed investment decision.”

Simpson Thacher & Bartlett LLP

Securities and Exchange Commission -5- December 26, 2023

As noted above, the purpose of the prior performance
information required under Industry Guide 5 is to provide prospective investors with material information regarding the sponsor and its
prior programs (since information regarding the issuer’s financial condition and operating history is not yet available), so as
to enable the investor to make an informed investment decision. However, the Registration Statement is not an offering
of securities and, generally, no investor will make an investment decision based on the Registration Statement. Instead, the Company’s
common shares are being offered pursuant to the Offering Memorandum in reliance upon the exemption from registration thereunder provided
by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

The Company’s common shares will not be
listed on any exchange, so the Company does not anticipate any secondary market developing for the common shares. However, the Company
acknowledges the theoretical possibility that secondary transactions of the common shares may occur (in transactions not
involving the Company), and, in connection therewith, such secondary purchasers may review the Company’s Registration Statement
and other public filings under the Exchange Act in connection with their investment decision. Instead, the Repurchase Plan will serve
as the shareholders’ sole meaningful source of liquidity. Further, to the extent any such secondary transaction occurred, it presumably
would occur at a time in which information regarding the Company’s financial condition and operating history would then be available
through the Company’s Exchange Act filings (e.g., Form 10-Ks, Form 10-Qs and Form 8-Ks), as the Company intends to
use (1) the net proceeds of the initial closing of its private offering (i.e., the time at which third party investors will first
become shareholders of the Company) and (2) Morgan Stanley’s commitment to purchase $25 million in Class E shares and/or
Class E Operating Partnership units, to acquire a significant investment portfolio. Therefore, the Company respectfully notes that
prior performance information regarding Morgan Stanley would not be material to an investor.

 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.

The Company will offer its common shares only
through investment professionals or other financial intermediaries that have a selling agreement with Morgan Stanley Distribution, Inc.,
the dealer manager for the Company’s p