SecProbe.io

May 4, 2023
VIA E-mailSean Graber
Morgan, Lewis & Bockius  1701 Market Street  Philadelphia, PA 19103-2921
Re: SEI Alternative Income Fund
  File Nos. 333- 271097, 811-23861
Dear Mr. Graber:
On April 3, 2023, you filed a registration statement on Form N-2 on behalf of the SEI
Alternative Income Fund (the “Fund”). We have reviewed the regi stration statement and have
provided our comments below.  Where a comment is made with regard to disclosure in one
location, it is applicable to a ll similar disclosure appearing elsewhere in the registration
statement.  All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement.
General
1. We note that portions of the re gistration statement are incomplete. Please ensure that the fee
table, hypothetical expense exampl es, references to the auditor, auditor's consent, and seed
financial statements are provided in an ame ndment as a full financial review must be
performed prior to declaring the registration statement effective. We may have additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to  this letter, on information supplied supplementally, or on
exhibits added in any amendment.
2. Please advise us as to the status of any ex emptive application(s) or  no-action request(s) in
connection with the registration statement, including with respect to the issuance of multiple classes of Shares.
3. Please confirm whether the Fund intends to issu e preferred or debt securities within a year
from the effective date of the registration statement.
4. Please supplementally disclose if the Fund has presented any test the waters materials to
potential investors in connection with this offe ring. If so, we may have additional comments.

Sean Graber
SEI Alternative Income Fund
Page 2

5. Please review and revise the names of cross re ferences throughout the registration statement
but particularly within the c over page and synopsis. Currently, not all cross references match
the titled sections they refer to; for example, please see the “P rincipal Risks of the Fund –
Repurchase Offer Risk” or the “Repurchases and Transfers of Shares” cross references on the cover pages. Please consider adding page num bers to the cross references for ease of
reference.
6. Please make conforming revisions to the prospectus  for Class Y shares to reflect responses to
staff comments issued regarding the Class F share class prospectus, as applicable.

Cover Page

7. Within the bolded bullet points on the cover page, please also include the following:
a. the Fund’s Shares may not be sold, transfer red or assigned without the written consent
of the Fund;
b. In the fifth bullet, please clarify that return of capital distributions will reduce capital
available for investment.
8. Within the second bullet bolded point, please add the sentence, “Thus, an investment in the
Company may not be suitable for all invest ors” after “An investment in the Fund is
considered illiquid.”
Synopsis
9. Within the “Investment Approach” subsection on page 2, as well as in the Investment
Strategies subsection on page 15, the Fund discloses that: “The Fund will primarily invest in
equity and debt securities of CLOs. Under normal circumstances, the Fund’s allocation to equity securities of CLOs will not exceed 50% of its net assets, measured at the time of
purchase.”  Please clarify if the Fund will be targeting a particular allocation range as
between equity and debt tranches of CLOs.
10. Within the “Investment Approach; High De gree of Risk” subsection on page 2, please
disclose whether the fund will invest in CLOs that will be below investment grade or unrated as part of its principal strategy.
11. The disclosure within the “Risk Factors” subsec tion on page 3 states that there is a “potential
for in-kind distributions of Fund assets to Shareholders.” We note that the registration
statement only otherwise refers to such in kind distributions in the context of liquidations.
Please modify this disclosure to be consistent .  Alternatively, please consider whether this
disclosure should be removed from the summa ry of risks given the limited circumstances
(i.e., liquidation) in which it appears to be relevant.

Sean Graber
SEI Alternative Income Fund
Page 3

12. Within the “Purchase of Shar es” subsection on page 8, please add the phrase “or that
Class Y shares will ever be offered” at the end of the final sentence, “There is no
assurance that the fund will be grante d the exemptive order.”  Please add this
additional disclosure wherever the relevant disclosure appears.

Investment Strategies
13. The first paragraph on page 16 states that the “C ollateral held by a CLO may include loans to
U.S. or foreign-domiciled companies.” The St aff notes that the “Non-U.S. Investments”
subsection on pages 32-33 contains a discussion of investments in both frontier and emerging
markets. Please revise the Investment Strategies  subsection to elaborat e if “foreign-domiciled
companies” may include emerging and frontier markets, as such investments contain unique
qualities and risks.

Types of Investments and Related Risks
14. Within the “Repurchase Program Risks” on page  19, please consider disclosing the effect
that repurchases may have on the ability of the registrant to qualify as a regulated investment company under the Internal Revenue Code in th e event that share repurchases have to be
funded with proceeds from the li quidation of portfolio securities.

15. Within the “Asset-Backed Securities” subsect ion on page 27, the Fund discloses that it may
invest in asset-backed securities. To the exte nt that the Fund may invest in ABS that is
different from CLOs, please ensure that the registration statement contains appropriate
disclosures in the sections of the registrati on statement describing the Fund’s investment
strategies.

16. Within the “Credit Risk; Lower-Rated Securitie s Risk” on page 29, the disclosure discusses
investments in PIK securities.

a. Within in that subsection, please explain wh at PIK securities are in plain English.

b. To the extent PIK securities constitute a principal investment of the Fund, please
include corresponding strategy disclosures.
c. Please disclose that the  higher yields and interest rates on and PIK securities reflects
the payment deferral and increased credit risk associated with such instruments and
that such investments may represent a si gnificantly higher credit risk than coupon
loans.

d. Please disclose that PIK securities may have unreliable valuations because their
continuing accruals require continuing judgments about the collectability of the
deferred payments and the value of any associated collateral.

Sean Graber
SEI Alternative Income Fund
Page 4

e. PIK interest has the effect of generating investment income and increasing the
incentive fees payable at a compounding rate. In addition, the deferral of PIK interest
also reduces the loan-to-value ra tio at a compounding rate.

f. PIK securities create the risk that incentive fees will be paid to the investment adviser
based on non-cash accruals that ultimately may not be realized, but the investment
adviser will be under no obligation to reimburse the fund for these fees.

17. Within the “Non-U.S. Investment” subsection w ithin the Risk Disclosure section on pages
32-34, please disclose where applicable that non-US markets may have different accounting,
auditing, and financial standards.

18. The “Securities of Other Investment Companies” sub-section on pages 34-35 contains
disclosure regarding investments in other inve stment companies, including investments in
leveraged ETFs and hedge funds. Please include corresponding strategy disclosures if such
investments are part of the pr incipal strategy. Please explain supplementally how much the
Fund will invest in pooled investment vehicles that rely on the exclusions from the definition
of investment company in Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940
(the “Act”). Please explain wh ether the Fund intends to inve st in Collateralized Fund
Obligations.  If the Fund will invest more than  15% of its net assets in such pools, please
explain why the Fund will not be limited to invest ment by accredited investors. We may have
additional comments after re viewing your response.

19. While the Staff notes the fund does ge nerally have a $100,000 minimum investment
threshold, the Staff also notes the Adviser to  the Fund retains the right to waive such
requirements.  Please disclose the circum stances under which the fund may waive its
minimum investment threshold.

Management of the Fund
20. Within the “Adviser” subsection on page 45, plea se include a description of the Adviser's
compensation, and confirm the section conforms to the requirements of Item 9 1.b.(3) of the
Form N-2 instructions.

21. Within the “Fund Expenses” subsection on page 47, the prospectus lists expenses to be borne
by the Fund. Such expenses include among othe r items, “investment related expenses (e.g.,
expenses that, in the Adviser’s discretion [emphasis added], are rela ted to the investment
of the Fund’s assets, whether or not such investments are consummated), including, as
applicable, brokerage commissions, borrowing charges on securities sold short, clearing and settlement charges, recordkeeping, interest expense, dividends on securities sold but not yet purchased, margin fees, research-related expens es.” The disclosure implies that the Adviser
has discretion to categorize an expense as either  a Fund expense or an expense that should be
borne by the Adviser, which a ppears inconsistent with Secti on 15(a)(1) of the Act, which
requires that the Advisory Agreement “precise ly describe all compensation to be paid
thereunder.” Please revise or explain supplementally why such disclosure is appropriate.

Sean Graber
SEI Alternative Income Fund
Page 5

22.  Within the “Determination of Net Asset Va lue” section on page 51 and elsewhere, the
prospectus details the valuation procedures a dopted by the Board of Directors. The Staff
notes that the fund may invest up to 50% in  CLO equity tranches which implicitly are
difficult to value. In recognition of the heig htened valuation risk surrounding CLO equity
tranches, please consider enhanc ing valuation disclosure to de scribe the valu ation techniques
and key input factors considered in the fair valuation of CLO equity tranches.

Share Repurchase Program
23. On page 54, the prospectus states that the F und “also has the right to repurchase all of a
shareholder's Shares at any time if the aggregate value of such shareholder's Shares is, at the time of such compulsory repurchase, less than the minimum account balance in the Fund.”
Please explain supplementally how such arrang ements are consistent with Section 23(c)
under the Act. What is the Fund's minimum account balance?

24. Within the same section disc ussed above, please discuss th e ability of shareholders to
withdraw or modify re purchase requests.

25. As appropriate within the De scription of Capital Structur e section beginning on page 55,
please concisely discuss the significant attributes of each class of Shares. See Item 10 of Form N-2.

Anti-Takeover Provisions and Certain Other Provisions in the Declaration of Trust
26. Within the “Anti-Takeover Provisions” subsectio n on page 66, the prospectus states that
trustees are elected for indefinite terms a nd do not stand for reelection.  Please explain
supplementally how such arrangements are c onsistent with Section 16 of the Act.

27. Within the section entitled “Derivative and Di rect Claims of Shareholders,” on page 66,
please disclose that the Declaration of Trust places limitations on derivative claims by
shareholders by requiring among other things  that a shareholder make a pre-suit demand
upon the Board to bring the action, and that the Board be given a “reasonable amount of time” to consider and investigate any pre-suit request.

Plan of Distribution
28. On page 67, please disclose, as applicable:

a.  Briefly explain the basis for any differences in the price at which securities are offered
to the public, as individuals and/or as groups , and to officers, directors and employees
of the Registrant, its adviser or underw riter, per Item 5.2.3 of the Form N-2
Instructions.

Sean Graber
SEI Alternative Income Fund
Page 6

b.  That the underwriting agreement provides fo r indemnification of the underwriter by
the Fund arising against any liability under th e Securities Act of 1933 or the Act, and
briefly describe such provisions, pe r item 5.4 of the Form N-2 Instructions

c. That Shares will be sold at NAV; include a cross reference to the section in the
prospectus that explains how NAV is cal culated, Per Item 5.2.1 of the Form N-2
Instructions, which seeks disclosure  on how the fund price is determined

Closing
A response to this letter should be in the form of a pre-effective amendment filed
pursuant to Rule 472 under the Securities Act.   The pre-effective amendment should be
accompanied by a supplemental letter that includes your responses to each of these comments.
Where no change will be made in the filing in res ponse to a comment, please indicate this fact in
your supplemental letter and briefl y state the basis for your position.
We remind you 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.
Should you have any questions regarding th is letter, please contact me at (617) 573-
4521.

       S i n c e r e l y ,

       /s/ Timothy Worthington

cc:  Asen Parachkevov, Branch Chief   Andrea Ottomanelli Magover n, Assistant Director