SecProbe.io

CORRESP
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Sean Graber

Partner

+1.215.963.5598

sean.graber@morganlewis.com

July 10, 2023

FILED
AS EDGAR CORRESPONDENCE

Timothy Worthington, Esq.

U.S. Securities and Exchange Commission

33 Arch Street, 24th Floor

Boston, MA 02110

Re: Response Letter to Comments on Form N-2 for SEI Alternative Income Fund (File Nos. 333-271097
and 811-23861)

Dear Mr. Worthington:

On behalf of our client, SEI Alternative Income
Fund (the “Fund”), this letter responds to your comments on the Fund’s initial registration statement on Form N-2
(the “Registration Statement”), which you provided via letter on behalf of the staff (the “Staff”) of the Securities
and Exchange Commission (the “SEC”). The Registration Statement was filed with the SEC on April 4, 2023 under the Securities
Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”).

Summaries of your comments and our responses thereto
on behalf of the Fund are provided below. Please note that for organizational purposes, we have divided certain of your numbered comments
that contain more than one comment into subdivisions (e.g.,“(a),” “(b),” “(c),” etc.). Unless
otherwise defined herein, capitalized terms have the same meaning as contained in the Fund’s Class F Shares Prospectus (the
 “Class F Shares Prospectus”), Class Y Shares Prospectus (the “Class Y Shares Prospectus,” and,
together with the Class F Shares Prospectus, the “Prospectuses”), and/or Statement of Additional Information (the “SAI”)
included as part of the Registration Statement.

    Morgan, Lewis & Bockius LLP

    1701 Market Street
 Philadelphia, PA 19103-2921

    +1.215.963.5000

    United States
     +1.215.963.5001

Timothy Worthington, Esq.

July 10, 2023

Page 2

General

 1. Comment.         We
                                                                                                                                           note that portions of the registration statement are incomplete. Please ensure that the fee table, hypothetical expense examples,
                                                                                                                                           references to the auditor, auditor's consent, and seed financial statements are provided in an amendment 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.

Response.         The
Fund acknowledges that the Staff may have additional comments.

 2. Comment.         Please advise us as to the status of any exemptive application(s) or
                                                          no-action request(s) in connection with the registration statement, including with respect to the issuance of multiple classes
                                                          of Shares.

Response.          On
April 10, 2023 the Fund filed an application (the “Application”) under Section 6(c) of the 1940 Act for exemption
from Sections 18(a)(2), 18(c) and 18(i) of the 1940 Act, under Sections 6(c) and 23(c) of the 1940 Act for an exemption
from rule 23c-3 under the 1940 Act, and for an order pursuant to Section 17(d) of the Act and rule 17d-1 under the
1940 Act to permit the Fund to issue multiple classes of shares and to impose early withdrawal charges and asset-based distribution and/or
service fees with respect to certain classes. On May 8, 2023, the SEC issued a Notice of the Application, which stated that an order
granting the Application will be issued unless the SEC orders a hearing. The SEC issued an order granting the Application on June 5,
2023.

 3. Comment.          Please
confirm whether the Fund intends to issue preferred or debt securities within a year from the effective date of the registration statement.

Response.          The
Fund confirms that it does not intend to issue preferred or debt securities within a year from the effective date of the registration
statement.

 4. Comment.          Please
supplementally disclose if the Fund has presented any test the waters materials to potential investors in connection with this offering.
If so, we may have additional comments.

Response.          The
Fund confirms that it has not presented any test the waters materials to potential investors in connection with this offering.

 5. Comment.          Please
review and revise the names of cross references throughout the registration statement but particularly within the cover page and
synopsis. Currently, not all cross references match the titled sections they refer to; for example, please see the “Principal Risks
of the Fund – Repurchase Offer Risk” or the “Repurchases and Transfers of Shares” cross references on the cover
pages. Please consider adding page numbers to the cross references for ease of reference.

Response.           The
Fund has reviewed and revised the cross references throughout the registration statement. The Fund respectfully declines to add page numbers
to the cross references. The Fund does not believe page numbers in the cross references are necessary, and it believes that adding
them would increase the administrative burden in preparing the Prospectuses

Timothy Worthington, Esq.

July 10, 2023

Page 3

and any amendments thereto, thereby also increasing costs
to the Fund and its shareholders.

 6. Comment.          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.

Response.           The
Fund has made conforming revisions to the Class Y Shares Prospectus to reflect Staff comments issued regarding the Class F Shares
Prospectus, as applicable.

Cover Page

 7. Comment.         Within
the bolded bullet points on the cover page, please also include the following: (a) the Fund’s Shares may not be sold, transferred
or assigned without the written consent of the Fund; and (b) In the fifth bullet, please clarify that return of capital distributions
will reduce capital available for investment.

 Response.           The Fund has made the requested revisions.

 8. Comment.         Within
the second bullet bolded point, please add the sentence, “Thus, an investment in the Fund may not be suitable for all investors”
after “An investment in the Fund is considered illiquid.”

Response.          The
Fund has made the requested revision.

Synopsis

 9. Comment.         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.

Response.          The
Fund does not have a particular target allocation range as between equity and debt tranches of CLOs other than the disclosed restriction
that 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.

 10. Comment.         Within
the “Investment Approach; High Degree 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.

Response.          The
Fund has revised the disclosure to clarify that the Fund may, as part of its principal investment strategy, invest in CLO equity and debt
tranches that are rated below investment grade or the equivalent if unrated

 11. Comment.          The
disclosure within the “Risk Factors” subsection 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 summary of risks given the limited circumstances (i.e., liquidation)

Timothy Worthington, Esq.

July 10, 2023

Page 4

 in which it appears to be relevant.

Response.          The
Fund has deleted the referenced disclosure from the Prospectuses.

 12. Comment.         Within
                                                                                                                                            the “Purchase of Shares” 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 granted the exemptive
                                                                                                                                            order.” Please add this additional disclosure wherever the relevant disclosure appears.

Response.          Because
the Fund received an order from the SEC granting its exemptive Application on June 5, 2023, the Fund has revised the referenced disclosure
(and similar disclosure in other sections throughout the Prospectuses) to reflect the order being granted prior to the effective date
of the Registration Statement.

Investment
Strategies

 13. Comment.          The
first paragraph on page 16 states that the “Collateral held by a CLO may include loans to U.S. or foreign-domiciled companies.”
The Staff 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 elaborate if “foreign-domiciled companies”
may include emerging and frontier markets, as such investments contain unique qualities and risks.

Response.          The
Fund confirms that it does not intend to invest in CLOs that hold collateral consisting of frontier and emerging markets securities or
loans to frontier and emerging markets companies. The Fund has deleted such references from the Prospectuses.

Types of
Investments and Related Risks

 14. Comment.         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 the event that share repurchases have
to be funded with proceeds from the liquidation of portfolio securities.

 Response.          The Fund has made the requested revisions and clarifications.

 15. Comment.         Within
the “Asset-Backed Securities” subsection on page 27, the Fund discloses that it may invest in asset-backed securities.
To the extent 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 registration statement describing the Fund’s investment strategies.

Response.         The
Fund confirms that it does not intend to invest in ABS as part of its principal investment strategies and has deleted such disclosure
from the Prospectuses.

 16. Comment.         Within
the “Credit Risk; Lower-Rated Securities Risk” on page 29, the disclosure discusses investments in PIK securities. (a) Within
in that subsection, please explain what 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 PIK securities reflects the payment deferral and increased credit

Timothy Worthington, Esq.

July 10, 2023

Page 5

risk associated with such instruments and that such investments
may represent a significantly 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; (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 ratio at a compounding rate; and (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.

Response.          The Fund has deleted all references to PIK securities in the Prospectuses
because the Fund will not invest in PIK securities as part of its principal investment strategy. The Fund may invest in PIK securities
as part of its non-principal investment strategies and accordingly has added such disclosure to the SAI. The Fund believes this disclosure
adequately addresses and responds to Comment 16 (a), (c) and (d). The Adviser does not charge any incentive fees in connection with the
Fund or its investments in PIK securities, and therefore, the Fund believes Comment 16 (e) and (f) are not applicable.

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

Response.      
     The Fund notes that the referenced subsection currently contains the following statement: “In addition, accounting and
financial reporting standards that prevail in foreign countries generally are not equivalent to United States standards and,
consequently, less information is available to investors in companies located in such countries than is available to investors in
companies located in the United States.” However, the Fund has made revisions to this disclosure to help clarify that auditing
standards may also be different.

 18. Comment.         The
 “Securities of Other Investment Companies” sub-section on pages 34-35 contains disclosure regarding investments in other
investment companies, including investments in leveraged ETFs and hedge funds. Please include corresponding strategy disclosures if such
investments are part of the principal 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 1940 Act. Please
explain whether the Fund intends to invest 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 investment by accredited investors. We may have additional comments
after reviewing your response.

Response.          The
Fund does not intend to invest in leveraged ETFs, hedge funds, or other 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 1940 Act as part of its principal investment strategy,
and the Fund has therefore deleted such disclosure from the Pros