0001104659-22-070616.txt : 20220613 0001104659-22-070616.hdr.sgml : 20220613 20220613172519 ACCESSION NUMBER: 0001104659-22-070616 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220613 DATE AS OF CHANGE: 20220613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Morgan Stanley Direct Lending Fund CENTRAL INDEX KEY: 0001782524 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-264774 FILM NUMBER: 221012644 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 761 0380 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: Morgan Stanley Direct Lending Fund LLC DATE OF NAME CHANGE: 20190923 FORMER COMPANY: FORMER CONFORMED NAME: Morgan Stanley BDC LLC DATE OF NAME CHANGE: 20190715 RW 1 tm2214605d7_rw.htm RW

Morgan Stanley Direct Lending Fund
1585 Broadway
New York, NY 10036

June 13, 2022

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
Request to Withdraw Amendment No. 1 to Registration Statement on Form 14
File No. 333-264774

Ladies and Gentlemen:

On behalf of Morgan Stanley Direct Lending Fund, a Delaware corporation (the “Company”), pursuant to Rule 477 under the Securities Act of 1933, as amended, the Company hereby requests the withdrawal of Amendment No. 1 to the Registration Statement on Form N-14 of the Company filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 10, 2022 (the “Registration Statement”).

The Company believes that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors. The Company is withdrawing the Registration Statement in order to refile the Registration Statement with the EDGAR submission type “N-14 8C/A” and will refile the Registration Statement concurrently with the filing of this request using such EDGAR submission type.

It is our understanding that this application for withdrawal will be deemed granted as of the date that it is filed with the Commission.

If you have any questions, please feel free to contact Matthew J. Carter of Dechert LLP by telephone at 202.261.3395 or by email at matthew.carter@dechert.com.

	Very truly yours,

	Morgan Stanley Direct Lending Fund

	By:	/s/ Orit Mizrachi
		Name: Orit Mizrachi
		Title: Chief Operating Officer

cc:  Dechert LLP