SecProbe.io

September 7, 2018
George M. Silfen, Esq.
Kramer Levin Naftalis & Frankel LLP1177 Avenue of the AmericasNew York, NY  10036
Re: 1WS Credit Income Fund (the “Fund”)
Registration Statement on Form N-2File Nos. 333-226768; 811-23368
Dear Mr. Silfen:We have reviewed the registration statement re ferenced above that was filed on August 10, 2018
and have the following comments.  Whenever  a comment is made in one location, it is
considered applicable to all similar disclosure appearing elsewhere in the registration statement.  Additionally, for convenience, we have gene rally organized our comments using headings,
defined terms and page numbers f ound in the registration statement.
Registration Statement
Prospectus
Outside Front Cover
Investment Adviser
1. Disclose that the Fund’s investment advi ser, 1WS Capital Advisors, LLC, is a newly
formed investment adviser that has no ex perience managing a registered closed-end
investment company that operates as an interval fund.
The Offering
2. The disclosure states that Institutional Cla ss Shares of the Fund are being offered in an
initial offering at a price of $20 per Share a nd that the Fund currently expects that its
Initial Offering will terminate immediately prior to the Fund’s commencement of operations.”  However, the disclosure further states that “after the Initial Offering is closed, our Shares will be offered on a con tinuous basis at the NAV per Share calculated
each day.”  Please expand the disclosure to  clarify whether the Fund has set a minimum
asset threshold that must be  satisfied prior to the commencement of its operations. Also,
in an appropriate place in the prospect us summary, please disclose the estimated
minimum dollar amount of capital that must be raised by the Fund which would enable it

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 to sustain viable operations with a reason able chance of attaining its investment
objective.
3. The disclosure further stat es that “the Fund has applied for exemptive relief from the
United States Securities and Exchange Commission (the ‘SEC’) to issue multiple classes of Shares (including [ ] Class Shares) and to impose asset-based distribution fees and
early-withdrawal fees as applicable. Until such  exemptive relief is granted, the Fund will
only offer Institutional Class Shares, and upon receiving the exemptive relief, the Fund
will also offer [ ] Class Shares.” Nevertheless, the pricing table appearing on the outside front cover, the “Fees and Expenses” secti on of the prospectus, as well as other
disclosures appearing throughout the prospect us, provide specific in formation pertaining
to the [  ] Class Shares. Accordingly, in your response letter, please discuss the Fund’s plans to delay any request to accelerate the effectiveness of its registration statement, which contemplates the offering of multiple classes of shares and the imposition of asset-based distribution fees and early-withdrawal  charges, until such time as the Fund has
received the required exemptive relief.
4. In your response letter, please confirm that a ll of the information that precedes the section
captioned “Table of Contents” will appear on the outside front cover of the prospectus in at least 10-point type.
Prospectus Summary
Investment Strategies  and Policies (page 3)
5. The disclosure states that the Fund may invest  in deferred interest, pay-in-kind or zero
coupon bonds/notes. In the disclosure, clarify that  the higher yields and interest rates on
these securities reflect the payment deferral and increased credit risk associated with such instruments and that such investments may represent a significantly higher credit risk than coupon loans. Also clarify that these s ecurities may have unreliable valuations
because their continuing accruals require con tinuing judgments about the collectability of
the deferred payments and the value of any a ssociated collateral. In addition, disclose
that the deferral of interest on these securities also reduces the loan-to-value ratio at a compounding rate.
6. The third paragraph states that the Fund may i nvest in “other funds.”  However, it is not
clear from the disclosure whether the Fund ma y invest in entities that are excluded from
the definition of “investment company” unde r the Investment Company Act of 1940 (the
“ICA”) solely by Section 3(c)(1) or Section 3(c)(7) of the ICA (typically private equity
funds and hedge funds).  In your response letter, please indicate whether the Fund may
invest in the aforementioned entities. Base d on your response, we may have further
comment.
7. The third paragraph further states that the Fund may enter into credit default swaps.  In
your response letter, please confirm that when  the Fund acts as seller of a credit default

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 swap, the Fund will segregate assets equal to  the full notional amount of the reference
obligation.
8. We also note, from the disclosure appearin g in the third paragraph, that the Fund counts
its “indirect investment in debt obligations towards the Fund’s requirement to invest at
least 80% of its assets in de bt obligations.”  In your response letter, please indicate
whether the Fund will use market value or no tional value to value its investments in
derivatives for purposes of determining whethe r it has invested at least 80% of its assets
in debt obligations.
9. It appears from the description of the Fund’s principal investment st rategies and policies
that a significant portion of the Fund’s Mana ged Assets may be either directly or
indirectly invested within the mortgage sector.  Please disclose the overall estimated percentage of the Fund’s total a ssets that are likely to be inve sted directly or indirectly
within the mortgage sector.
10. The disclosure states that the Fund’s inves tments may include equity tranches of CLOs
and CDOs. Please confirm the Fund will follow ASC 325-40 for these investments.
Advisory Fees (page 5)
11. The disclosure in this section states that the Fund is not obligated to reimburse waived
expenses beyond three years from the end of th e fiscal year in which the Adviser waived
a fee or reimbursed an expense. The staff believes that any recapture of a fee waived or
expense reimbursed should occur within three years of the specific waiver or
reimbursement. See ASC 450-20- 25-2 (old FAS 5) and FASB  Statement of Financial
Accounting Concepts No. 6, Elements of Fi nancial Statements, paragraph 36 ("CON
6"). See Also, AAG 8.09.
Dividends and Distributions (page 5)
12. Expand the first paragraph to disclose that there can be no assurances that the Fund will
achieve any level of distribu tions to its Shareholders.
Principal Risks (page 7)
13. Please add a separately captioned risk factor to highlight the risks associated with the
current interest rate environment.  For exampl e, highlight the unique risks associated with
the current historically low interest rate e nvironment, including how changes to interest
rates might impact the Fund’s future borrowings, its net investment income and distributions to its Shareholders, the trading pr ices of its Shares a nd its net asset value,
Fund portfolio companies’ ability to service interest payment obligations and principal loan repayments.

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 Securitization of our assets subjects us to various risks. (Page 11)
14. The disclosure states that the Fund may se curitize certain of its investments by selling
certain assets to a SPV. Please inform us if these SPVs will be consolidated with the Fund’s accounting records.
CDO and CLO risks (page 13)
15. Disclose whether there is any limit on the am ount of Fund assets that may be invested in
the junior debt, residual or equity tranches of CDOs, CLOs and other structured finance
vehicles.
Investment-Related Risks – Derivatives (page 14)
16. Specify in the derivatives risk disclosure whether the Fund may utilize derivative
instruments for speculative purposes and, if a pplicable, also disclose the related special
risks to which the Fund may be exposed.
17. In your response letter, confirm that the pr ospectus disclosure describes the types of
derivatives that the Fund is expected to use, the manner in which they are expected to be
employed by the Fund, and the maximum percenta ge of Fund assets that are expected to
be allocated to derivatives.  See generally Letter from Barry D. Miller, Associate
Director, Division of Investment Management, SEC to Karrie McMillan, General Counsel, ICI (July 30, 2010).
Risks of Shorting Equity Securities (page 17)
18. The disclosure states that the Fund may engage in short sales.  Please confirm if the Fund
intends to use short sales and, if so, please in clude an estimate of di vidends and interest
expense on short sales in the fee table.
Use of leverage risk. (page 19)
19. Disclose that drops in asset values may magnify losses or totally eliminate the Fund’s
equity in a leveraged investment.
Our ability to raise additional capital may be limited. (page 20)
20. The disclosure states that “in the future” the Fund may issue preferred shares.  Disclose
whether or not the Fund expects to issue pref erred shares within 12 months from the date
of the prospectus.  If the Fund expects to issue preferred shares during this 12-month
period then, under a separately captioned sec tion of the prospectus summary, briefly
highlight the characteristics of the preferred shares likely to be issued by the Fund and the related material risks to holders of its Shares.  Additionally, provide an estimate of the costs of issuing and servicing preferred shar es in a line item presentation to the Fund’s
fee table.

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 We have no operating history. (page 21)
21. All of the disclosure presented in the s econd sentence of the second paragraph should be
moved to a location outside of the risk fact or because it has the potential to minimize the
impact of the risk being disclosed.
Our Adviser and its affiliates, including our office rs and some of our dir ectors, will face conflicts
of interest… (page 22)
22. Please add a cross-reference to the section to the prospectus that expands upon the actual
and potential conflicts of interest that may arise and that highlights the policies and procedures that the Fund has adopted to identif y, address and resolve conflicts of interest.
Fees and Expenses (page 23)
23. We note that most of the information in the fee table and Example is incomplete.  Please
provide us with the details of the Fund’s f ees, expenses and Exampl e presentation as soon
as they are available.
24. We note the absence of the “Acquired Fund Fees & Expenses” line item from the Fund’s
fee table.  Please confirm to us in your response letter that the Fund  will not in the
upcoming year make investment s in an “Acquired Fund” (as defined in Instruction 10 to
Item 3 of Form N-2) at the level that triggers the need for the additional line item of Acquired Fund Fees & Expenses.  If no su ch additional line item is required, please
indicate in your response letter that any a pplicable Acquired Fund Fees & Expenses is
nonetheless included in “Other Expenses” or th at the Fund does not intend to invest in an
Acquired Fund.
25. Reference is made to the disclosure presen ted in footnote (2). Please inform us of the
Fund’s accounting treatment for offering costs and include references  to the appropriate
accounting guidance.
26. Footnote (3) states that presentation of Annu al Expenses “assumes that the Fund sells $[
] worth of Shares during the Fund’s first twel ve months and that the Fund’s net offering
proceeds from such sales equal $[  ].”  In y our response letter, discuss the reasonableness
of the particular level of Shares sold that will ultimately be selected and disclosed in footnote (3) forming the basis of the assump tion. Also, in the response letter, the Fund
should undertake to update the fee table and expense example if at any time during the
continuous offering period it reasonably appears that the Fund will not be able to sell the
assumed amount of its Shares during the firs t twelve months after effectiveness if such
shortfall in sales materially impacts the  current fee table and expense example
presentation.

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 27. In footnote (4) briefly explain how derivatives will be valued for purposes of determining
“gross assets” in the calculation of management fees. Also, expand the disclosure to provide a precise definition of “average [daily] gross assets of the Fund.”
28. Please make clear, in a footnote to the fee ta ble that all of the fees and expenses of any
subsidiary or SPV that the Fund expects to form during the next 12 months period are
included in the “Total Gross Annual Expenses” line item presentation.
Risk Factors (page 28)
29. Expand the first paragraph to state that this  section describes the principal risk factors
associated with investment in the Fund speci fically, as well as those factors generally
associated with investment in a fund with investment objectives, investment policies,
capital structure or trading markets similar to the Fund’s. SeeItem 8.3.a. of Form N-2.  In
this regard, add any additional risk factors as appropriate.
If a borrower or obligor is unable to make payments…(page 30)
30. Expand the risk factor disclosure highlightin g the principal risks of enforcing security
interests in collateral underlying loans, as well as liquidating collateral, located in the non-U.S. jurisdictions in which the Fund may principally invest. Also highlight any material risks pertaining to the liquidation of the underlying collateral, as well as any
heightened risk of the insufficiency of the underlying collateral to fully discharge a non-
U.S. borrower’s obligations to a lender.
We may be exposed to geographic concentration risk (page 30)
31. If a material amount of the Fund’s investments are expected to be exposed to the risks of
any non-U.S. country or other geographic region, separate risk disclosure pertaining to
any such non-U.S. country or geographic re gion should be included in the prospectus.
Securitization of our assets subjects us to various risks (page 33)
32. The disclosure on pages 33-35 states that th e Fund may securitize its assets, including
through the use of SPVs, and that the Fund may also conduct a registered offering of
asset-backed securities.
33. With respect to any SPV or any wholly-owned entities that the Fund may use, please
provide details in your response letter re garding the choice of form of entity and
jurisdiction of organization.  Als o, please confirm the following:
a. that the Fund will comply with the provisions of the Investment Company Act of
1940 (the “ICA”) governing investment policie s (Section 8) and capital structure and
leverage (Section 18) on an aggregate basis with its wholly-owned entities.

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 b. that each of the separate investment advi sory contracts that the wholly-owned entities
will enter into with the Adviser will comp ly with provisions of the ICA relating to
investment advisory contract s (Section 15).  The investment  advisory agreement between
the Adviser and the wholly-owned entities are material contracts that should be included
as exhibits to the registration statement if  entered into during the offering period.
Because the Fund and the wholly-owned en tities would have the same adviser for
purposes of complying with Section 15(c), the reviews of the Fund’s and the wholly-
owned entities’ investment advisory agreements may combined.
c. that the wholly-owned entities will comply  with the provisions relating to affiliated
transactions and custody (ICA Section 17).  Identify the custodian of the wholly-owned
entities.
34. Additionally, in your response letter, pleas e provide us with more detail regarding the
registered offerings of asset-backed securities which the Fund may conduct.
Plan of Distribution (page 58)
35. The disclosure contained in the penultimate  paragraph should instead be presented under
a caption entitled “Additional Financial Interm ediary Compensation.”  Also, expand the
disclosure to state the maximum permissible