SecProbe.io

CORRESP
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    Monica J. Shilling, P.C.

    To Call Writer Directly:

    +1 310 552 4355

    monica.shilling@kirkland.com

    2049 Century Park East

    Los Angeles, CA 90067

    United States

    +1 310 552 4200

    www.kirkland.com

    Facsimile:

+1 310 552 5900

April 20, 2023

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, DC 20549-3628

Attention:          Ms. Kimberly A. Browning

                           Mr. Michael Spratt

Re: Ares Strategic Income Fund

Registration Statement on Form N-2

File Nos. 333-264145 and 814-01512

Ladies and Gentlemen:

This letter is sent on behalf
of Ares Strategic Income Fund (the “Fund”) in response to the comments of the Staff (the “Staff”)
of the United States Securities and Exchange Commission (the “SEC” or “Commission”) communicated
via teleconference to Kim Kaufman and A.J. Million of Kirkland & Ellis LLP on March 31, 2023 regarding Pre-Effective Amendment
No. 4 to the Fund’s Registration Statement on Form N-2 (the “Registration Statement”).

Please note that the
Fund today filed with the Commission Pre-Effective Amendment No. 5 (the “Amendment”) to the Registration
Statement reflecting, among other things, the revisions set forth below. As discussed with the Staff, the Fund intends to request
that effectiveness of the Registration Statement be accelerated to 8:00 AM Eastern Time on April 24, 2023, and acceleration
requests will be filed as EDGAR correspondence to that effect on or about April 20, 2023.

For convenience, we have set
forth below, in italics, the text of the Staff’s comments prior to each of the Fund’s responses. Capitalized terms used but
not defined herein have the meanings set forth in the Registration Statement. We acknowledge that the Fund 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
note that revisions with respect to one portion of the Registration Statement are applicable to all similar portions of the Registration
Statement.

 1. Comment: The Staff is reissuing the following comment that was included in your comment response
letter to the Staff dated January 31, 2023 and March 9, 2023:

Please add a footnote to the pricing table
disclosing the net price per common share and proceeds to the Fund after payment of organization and offering expenses (see Instruction
6 to Item 1.g of Form N-2).

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United States Securities and Exchange Commission

Division of Investment Management

April 20, 2023

Page 2

The Staff does not agree with your
response to this comment and corresponding revised disclosure, and requests that the net price per common share after expenses of issuance
and distribution called for by Item 27 be included in footnote 4 to the pricing table, given that the organization and initial offering
expenses advanced by the investment adviser may be reimbursed by the Fund.

Response:
The requested change has been made. Footnote 4 to the pricing table has been revised to include a reference to what the estimated net
price per common share, assuming $8.3 million of organization and initial offering expenses, would have been, as of February 28,
2023, if such expenses had not been advanced by the Fund’s investment adviser, as set forth below:

(4)       Assumes
that all Common Shares currently registered are sold in the continuous offering. The proceeds may differ from that shown if the then-current
NAV at which Common Shares are sold varies from that shown and/or additional Common Shares are registered. Our investment adviser has
agreed to advance approximately $8.3 million of organization and initial offering expenses, (approximately 0.11% of gross proceeds)
in connection with this offering, including expenses incurred in connection with our Private Placement. If the $8.3 million
of organization and initial offering expenses were not advanced by our investment adviser, the Fund’s estimated price to the public
in the table above would be $25.55.

 2. Comment: Please reconcile the following language with respect to the payment period for Reimbursement
Payments under the Expense Support and Conditional Reimbursement Agreement throughout the Registration Statement:

…the Fund shall pay such Excess Operating
Funds, or a portion thereof, to the Fund’s investment adviser until such time as all Expense Payments made by the Fund’s investment
adviser to the Fund within three years prior to the last business day of the applicable calendar month in which such reimbursement
payment obligation is accrued.

Reimbursement Payments for a given Expense
Payment must be made within three years of the last business day of the applicable calendar month in which such
Reimbursement Payment obligation is accrued.

Response:
The disclosure in the first instance more closely conforms to the terms of the Expense Support and Conditional Reimbursement Agreement.
The disclosure in the second instance, which is only contained in the Fund’s financial statements, will be reconciled in future
financial statements as set forth below:

Reimbursement
Payments for a given Expense Payment must be made within three years prior toof the last business
day of the applicable calendar month in which such Reimbursement Payment obligation is accrued.

United States Securities and Exchange Commission

Division of Investment Management

April 20, 2023

Page 3

 3. Comment: Please supplementally confirm to the Staff that the information in the tables in “Estimated
Use of Proceeds” has been updated with current information and as of what date such information has been provided.

Response:
The Fund confirms that such information has been updated and is provided as of February 28, 2023.

 4. Comment: The twelfth bullet point on the cover pages states: “Distributions may also be
funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by our investment adviser or
its affiliates that may be subject to reimbursement to our investment adviser or its affiliates.” Please clarify what “temporary
waivers” are and under what arrangement they would be provided to the Fund. Please harmonize disclosure throughout the Registration
Statement.

Response:
The requested change has been made. Currently, any such waivers or reimbursements would be made pursuant to the Expense Support and Conditional
Reimbursement Agreement, and the following clarifying disclosure has been added to this bullet point and, as appropriate, throughout the
Prospectus:

Distributions may also be
funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by our investment adviser or
its affiliates made pursuant to our Expense Support and Conditional Reimbursement Agreement that may be subject to reimbursement
by us to our investment adviser or its affiliates.”

 5. Comment: Please add disclosure to footnote 1 to the pricing table to clarify why Class S and
D shares are not outstanding.

Response:
The requested change has been made as noted below. No Class S shares or Class D shares are currently outstanding, as the Fund only recently
received an exemptive order from the Commission on April 17, 2023 allowing it to issue multiple classes of shares. We have made revisions
throughout the Registration Statement and have noted the receipt of such exemptive order in the pricing table footnote, as reflected below:

 (1) … No Class S shares or Class D shares are outstanding as of the date
hereof were outstanding as of such date, as we had not received an exemptive order from the Securities and Exchange Commission
to permit us to offer additional classes of Common Shares beyond Class I shares. Such order was received on April 17, 2023.

United States Securities and Exchange Commission

Division of Investment Management

April 20, 2023

Page 4

 6. Comment: The Staff notes that disclosure regarding the risk of changes to United States tariff
and import/export regulation has been removed from the Registration Statement, but, in a bullet point under “The NAV of our Common
Shares, and liquidity, if any, of the market for our Common Shares may fluctuate significantly”, there is risk disclosure regarding
the “uncertainty between the U.S. and other countries with respect to trade policies, treaties, and tariffs.” Please either
reinsert the deleted disclosure or supplementally confirm to the Staff that the risk is not applicable to the Fund and remove the remaining
bullet point.

Response:
The Fund confirms that the risk is not currently applicable to the Fund and has removed the bullet point risk disclosure cited by the
Staff from the Prospectus.

 7. Comment: In footnote 3 of the Fees and Expenses table, the Staff notes that the weighted average
net assets employed as the denominator for the expense ratio computation is $1.0 billion, which is based on the assumption that the
Fund will sell $1.0 billion of its Common Shares in the initial 12-month period of this offering. Please supplementally explain how
the Private Placement factored into the $1.0 billion dollars of the Fund’s Common Shares to be sold in the initial 12-month
period of the offering as described in the Fees and Expenses table.

Response:
The Fund has revised the Fees and Expenses table and footnote 3 thereto on page 20  of the Prospectus to assume weighted average
net assets employed as the denominator for the expense ratio computation of $1.85 billion, which represents: (i) $847.1 million
of capital commitments that the Fund intends to call from the investors in the Private Placement prior to closing on the sale of any shares
pursuant to the Registration Statement; and (ii) the assumption that the Fund will sell approximately $1,002.9 million of its Common
Shares in the initial 12-month period of the offering pursuant to the Registration Statement.

 8. Comment: In footnote 7 of the Fees and Expenses table, the Staff notes the disclosure assumes
that the average annual cost of borrowings, including the amortization of cost associated with obtaining borrowings and unused commitment
fees, on the amount borrowed is 6.64%. Please supplementally explain how the 6.64% average interest rate was determined in light of (a)
the additional fees on the Fund’s Credit Facility that are outlined in Note 5 to the Fund’s financial statements and (b) the
latest Secured Overnight Financing Rate.

Response:
The Fund advises the Staff that the 6.64% figure represented the Fund’s estimated average annual cost of borrowings rather than
an effective interest rate under the Fund’s Credit Facility. The Fund further advises the Staff that it estimated its average annual
cost of borrowings, including the amortization of cost associated with obtaining borrowings, by taking into account the Fund’s applicable
spread under its Credit Facility (1.8750%) plus the one-month Secured Overnight Financing Rate (“SOFR”)as of February
28, 2023 (4.6608%) resulting in an effective interest rate of 6.6398%, which the Fund then utilized to calculate its estimated average
annual cost of borrowings as described in the Fees and Expenses table in the Prospectus. The Fund further advises the Staff that it has
revised its disclosures in the Fees and Expenses table set forth in the Amendment to utilize the one-month SOFR as of March 31, 2023 (4.8025%)
when calculating the Fund’s average annual cost of borrowings.

United States Securities and Exchange Commission

Division of Investment Management

April 20, 2023

Page 5

 9. Comment: The Staff notes the following disclosures on page 21 of the Registration Statement
and elsewhere: “Pre-incentive fee net investment income is not adjusted for incentive fee payments or any shareholder servicing
and/or distribution fee payments by the Class S Shares and the Class D Shares. Accordingly, pre-incentive fee net investment income may
be calculated on higher amounts of income than the Fund may ultimately realize.” Please revise this disclosure to state that, as
shareholder servicing and/or distribution fee payments are excluded from the calculation of pre-incentive fee net investment income, income
that may be ultimately distributed to common shareholders may also be lower.

Response:
In response to the Staff’s comment, the Fund has revised its disclosure on page 21 of the Prospectus by adding the bolded
underlined text below:

Pre-incentive
fee net investment income is not adjusted for incentive fee payments or any shareholder servicing and/or distribution fee payments by
the Class S Shares and the Class D Shares. Accordingly, pre-incentive fee net investment income may be calculated on higher amounts of
income than the Fund may ultimately realize and that may ultimately be distributed to common shareholders. Pre-incentive
fee net investment income also does not include any realized capital gains, realized capital losses or unrealized capital appreciation
or depreciation. The impact of expense support payments and recoupments are also excluded from pre-incentive fee net investment income.
As a result, for any calendar quarter, the incentive fee attributable to pre-incentive fee net investment income that is paid to our investment
adviser may be calculated on the basis of an amount that is greater than the amount of net investment income actually earned by the Fund
for such calendar quarter.

 10. Comment: The Staff notes the following disclosure under “Financial Highlights” and
in the financial statements: “The ratio of net investment income to average net assets excludes income taxes related to realized
gains and losses.” Please supplementally explain why income taxes were excluded from the ratio of net investment income to average
net assets.

Response:
The Fund advises the Staff that income taxes related to realized gains and losses are excluded from the ratio because realized gains are
not included in net investment income (loss). The Fund also advises the Staff that there were no such taxes for the period from December
5, 2022 (commencement of operations) to December 31, 2022.

 11. Comment: In the Consolidated Schedule of Investments of the Fund’s financial statements,
please include all disclosures required for restricted securities in accordance with footnote 8 of Rule 12-12 of Regulation S-X in future
financial statements filed with the Commission.

Response:
The Fund undertakes to include in future financial statements all disclosures required for restricted securities in accordance with Rule
12-12 of Regulation S-X.

United States Securities and Exchange Commission

Division of Investment Management

April 20, 2023

Page 6

 12. Comment: The Staff notes the following disclosures under the heading “Expense Support
and Conditional Reimbursement Agreement” in Note 3 to the Fund’s financial statements: “The Fund has entered
into an expense support and conditional reimbursement agreement (the “Expense Support and Conditional Reimbursement Agreement”)
with the Fund’s investment adviser, pursuant to which, among other things, the Fund’s investment adviser has agreed to advance
a portion of the Fund’s organization and initial offering expenses, which includes all of the Fund’s organization and
initial offering expenses incurred in connection with the Private Placement.” (emphasis added). The Staff also notes that disclosure
relating to the Expense Support and Conditional Reimbursement Agreement appearing elsewhere in the Registration Statement provides that
the Fund’s investment adviser has agreed to “advance all of [the Fund’s] estimated organization and initial offering
expenses including expenses incurred in connection with the Private Placement.” (emphasis added). Please supplementally advise the
Staff whether th