SecProbe.io

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ARES STRATEGIC INCOME
FUND

245
PARK AVENUE, 44TH FLOOR

NEW
YORK, NY 10167

March 13, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Michael Rosenberg

    Re:
    Ares Strategic Income Fund

    Registration Statement on Form N-14

    File No. 333-281691

Ladies and Gentlemen:

Ares Strategic Income
Fund (the “Fund”) is registering the exchange offer (the “Exchange Offer”) described in the Registration
Statement on Form N-14 (the “Registration Statement”) and the prospectus contained therein (the “Prospectus”)
relating to the registration of $1,000,000,000 aggregate principal amount of the Fund’s 5.700% Notes due 2028, $700,000,000 aggregate
principal amount of the Fund’s 6.350% Notes due 2029, $750,000,000 aggregate principal amount of the Fund’s 5.600% Notes due
2030 and $750,000,000 aggregate principal amount of the Fund’s 6.200% Notes due 2032 (collectively, the “Exchange Notes”),
which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”). The Exchange Notes
will be offered in exchange for an equal principal amount of the Fund’s issued and outstanding $1,000,000,000 aggregate principal
amount of 5.700% Notes due 2028, $700,000,000 aggregate principal amount of 6.350% Notes due 2029, $750,000,000 aggregate principal amount
of 5.600% Notes due 2030 and $750,000,000 aggregate principal amount of 6.200% Notes due 2032, respectively (collectively, the “Restricted
Notes”). The Exchange Notes are being registered in reliance on the position of the staff enunciated in Exxon Capital
Holdings Corp. (available May 13, 1988), Morgan Stanley and Co. Inc. (available June 5, 1991) and Shearman &
Sterling (available July 2, 1993).

The Fund has not entered
into any arrangement or understanding with any person to distribute the securities to be received in the Exchange Offer and, to the best
of the Fund’s information and belief, each person participating in the Exchange Offer: (i) is neither an “affiliate”
of the Fund within the meaning of the Securities Act, nor a broker-dealer acquiring the Exchange Notes in exchange for Restricted Notes
acquired directly from the Fund for its own account; (ii) is acquiring the Exchange Notes in its ordinary course of business; and
(iii) is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes to be received in the Exchange
Offer and has no arrangement or understanding with any person to participate in the distribution of the securities to be received in the
Exchange Offer.

The Fund will make each
person participating in the Exchange Offer aware (through the Prospectus or otherwise) and will include in the transmittal letter an acknowledgment
to be deemed executed by each person participating in the Exchange Offer, that if such person is participating in the Exchange Offer for
the purpose of distributing the Exchange Notes to be acquired in the Exchange Offer, such person (i) could not rely on the staff position
enunciated in Exxon Capital Holdings Corp. (available May 13, 1988) or similar interpretive letters and (ii) must
comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction,
and be identified as an underwriter in the prospectus, unless made pursuant to an exemption from or not subject to such requirements.
The Fund acknowledges that such secondary resale transactions should be covered by an effective registration statement containing the
selling security holder information required by Item 507 of Regulation S-K promulgated under the Securities Act or Item 5 of
Form N-2, as applicable.

The Fund will make each
person participating in the Exchange Offer aware (through the Prospectus or otherwise) that (i) any broker-dealer who holds Restricted
Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes
in exchange for such Restricted Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting
the requirements of the Securities Act in connection with any resales of such Exchange Notes, which may be the Prospectus so long as it
contains a plan of distribution in connection with any such resale transactions and (ii) by delivering the letter of transmittal
(or similar documentation to be executed by a person in order to participate in the Exchange Offer), any such broker-dealer represents
that it will so deliver a prospectus meeting the requirements of the Securities Act. The Fund will include in the letter of transmittal
(or similar documentation to be executed by a person in order to participate in the Exchange Offer) a provision stating that: If the tendering
holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Restricted Notes, where the Restricted
Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, it acknowledges that it
will comply with the prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of the Exchange
Notes received in the Exchange Offer.

    Very truly yours,

    Ares Strategic Income Fund

    By:
    /s/
    Scott C. Lem

    Name:
    Scott C. Lem

    Title:
    Chief Financial Officer and Treasurer

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