SecProbe.io

November 15, 2023
VIA E-MAIL
Elizabeth J. Reza
Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, Massachusetts 02199-3600
Re:  Voya Enhanced Securitized Income Fund
Initial Registration Statement on Form N-2File Nos: 333-274872 and 811-23903
Dear Ms. Reza:
On October 5, 2023, Voya Enhanced Securitized Income Fund (the “Fund”) filed a registration
statement on Form N-2 (the “Registration St atement”) under the Securities Act of 1933, as
amended (the “1933 Act”) and the Investment Company Act of 1940, as amended (the “1940
Act”).  A delaying amendment was filed on Oc tober 16, 2023, to include the language required by
Rule 473 under the 1933 Act.
We have reviewed the filings and have th e following comments. All capitalized terms not
otherwise defined herein have th e meaning given to them in th e Registration Statement. Unless
otherwise specified, references to items, instruction numbers and guides in this letter are to items and instructions in Form N-2, and the Guidelines  for Form N-2, respectively.  References to rules
are to the rules under the 1940 Act.
General
1. We note that the Registration Statement is missing information and exhibits ( e.g., seed
financial statements of the Fund) a nd contains bracketed disclosures ( e.g., fee table and
expense example). We may have comments on such portions when you complete them in
any pre-effective amendment, on disclosu res made in response to this letter, on
information supplied supplementally, or on exhi bits filed in any pre-effective amendment.
Please plan accordingly.

Page 9 of 9  2. Where a comment is made regarding disclosure  in one location, it is  applicable to all
similar disclosure appearing elsewhere in the Registration Statement. Please make all conforming changes.
 3. Please advise us if you expect to submit any exemptive applica tion(s) or no-action
request(s) in connection with the Registration Statement.

4. We note that the Fund intends to issue three separa te classes of shares: A, C and I.  If the
Fund has not yet received exemptive relief to o ffer multiple classes of shares, please revise
the disclosure to clearly identify which share class will be available for purchase unless and until the Fund receives exemptive relief.  Pleas e also state each time the fund references the
offer of multiple classes that it is uncertain when such exemptive relief will be granted, if at all.
5. Please tell us if you have pres ented or will present any “test the waters” materials to
potential investors in connection with this offe ring. If so, please provide us with copies of
such materials.

6. Please confirm that the Fund does not intend to issue preferred or debt securities within a
year from the effective date of the Registration Statement.
Accounting Comments

General  7. Please explain to us how the fund intends to account for any organization and offering costs
expected to be incurred, including references  to any applicable guidance under U.S. GAAP.

8. Please explain to us whether the fund intends to enter into any warehousing transaction or
fund acquisition.

Fee Table  9. To the extent that the fund intends to invest  in the shares of one or more acquired funds,
please include an Acquired Fund Fees and Expens es caption to the fee table to reflect the
costs expected to be incurred indirectly by th e fund through such investments.  Please see
Form N-2, Item 3, General Instruction 10.
 10. We note that the Fund’s management fee is cal culated on “total mana ged assets,” including
borrowings. Please restate the management fee rate in the fee table as a percentage of net assets, including the effects of  leverage, that would be a ttributable to common shares.
 Seed Financial Statements  11. Please explain to us whether the seed capital financial statements will include a seed
statement of operations.  If no s eed statement of operations is expected to be included,
please explain the basis for omitting such financial statement.

Page 9 of 9  Legal Comments
Cover Page
 12. Please revise the formatting of the cover page to enhance readability ( e.g. please use
appropriately size font).
13. Please revise the cover page to disclose that  the Fund is an interval fund that will make
periodic repurchase offers for its securities, subject to certain conditions. The cover page
should also specify the anticipated frequency  of such offers; the intervals between
deadlines for repurchase requests, pricing and repayment and the anticipated timing of the fund's initial repurchase offer. Please include a cross reference to those sections of the
prospectus that discuss the Fund’s repur chase policies and the attendant risks . See  Guide 10
to Form N-2.
14. Please include on the cover page customary risk disclosures provided by closed-end fund
registrants whose shares will not be listed on an exchange, including the following (as applicable to the Fund):

x The Fund shares will not be listed on an ex change and it is not anticipated that a
secondary market will develop. Thus, an investment in the Company may not be
suitable for investors who may need the mone y they invest in a specified timeframe.

x The amount of distributions that th e Fund may pay, if any, is uncertain.
x The Fund may pay distributions in signifi cant part from sources that may not be
available in the future and that are unrel ated to the Fund's performance, such as
from offering proceeds, borrowings, and amount s from the Fund's affiliates that are
subject to repayment by investors.
x An investor will pay a sales load of up to [_]% and offering expenses of up to [_]%
on the amounts it invests. If you pay the maximum aggregate [__]% for sales load and offering expenses, you must experience a total return on your net investment of
[__]% in order to recover these expenses.

x Below-investment-grade instruments (“ junk” bonds), non-agency mortgage-backed
securities, securities which are at risk of default as to the repayment of principal and/or interest at the time of acquisition by the fund or are rated in the lower rating categories or are unrated in which the  Fund will invest may be difficult to value and
may be illiquid. (Please include a cross reference to sections in the registration statement discussing applicable risks).

15. Please clarify the disclosure on the cover page th at states that the Fund “may or may not list
its shares.” In this regard, we note that disc losure on page 10, stating that “no market for
Shares is expected to exist.”

Page 9 of 9  16. Please disclose that the Fund will be investing in securitized credit instruments, as defined
by the Registration Statement, and that such instruments may be of any maturity, duration
or credit quality, and that such investments may be rated below i nvestment grade (“junk
bonds”).

17. Please include a cross-reference to the prospect us discussion regarding the risks associated
with a leveraged capital structure. See Item 1.1.j of Form N-2 and Guidelines to Form N-2,
Guide 6.
Prospectus Summary Principal Investment Strategies, p. 1-4

18. We note that “securitized credit instruments”  are defined by the Fund to include “whole
loans, participation in loans, including commercial and residential loans and other instruments representing cash flow s from various assets such as loans, leases and various
warehouse facilities.”  Please explain in your re sponse how the inclusion of such types of
investments would be consistent with the pl ain English meaning or established industry
usage of the term “securitized credit.” Please revise the disclosed definition of “securitized credit instruments” accordingly.
19. We note that in addition to the stated policy to invest at least 80% of its net assets (plus
borrowings for investment purposes) in securiti zed credit, the disclosures in the section
state that the Fund “may” invest  in a variety of other inves tments, including ETFs, various
types of derivatives and synthe tic instruments. Please review  the disclosures and confirm
whether the Fund, in accordance with its principa l investment strategies , intends to invest
in all categories of investments that are refe renced. If any of the listed investments are not
principal investment stra tegies, please revise the disclosure accordingly.

20. With respect to investments in ETFs, please confirm that the Fund will look through such
investments for compliance with its 80% non-f undamental investment policy. Please clarify
whether the Fund will invest in  affiliated or unaf filiated investment companies. Please
include appropriate risk disclosu res regarding risks and conflicts of interest associated with
investments in affiliated ETFs, if applicable.

21. Please clarify whether there is any limit to the amount of the Fund’s net assets that may be
invested in foreign investments.

22. Please confirm that the Fund’s investment in other fixed-income inst ruments, REITs, and
equities will not be counted towa rds its 80% investment in “securitized credit instruments,”
and describe any limitations on the Fund’ s purchase of such instruments.

23. The disclosure indicates that  the Sub-Adviser intends to take ESG factors into account
when evaluating investments.  Please identify examples in the disclosure of ESG criteria
that the Adviser considers.  Please also clearly disclose whether ESG criteria are applied to all investments and, if ac curate, that an investment could be made in a company that rates
poorly on ESG if it rates strongly on other non-ESG factors that are considered.

Page 9 of 9
Principal Risks, pp. 4-15

24. For investor comprehension and clarity, pleas e consider reordering risks in order of
significance rather than presenting them alphabetically.  See ADI 2019-08 - Improving
Principal Risks Disclosure.
25. Please review the risk factors to ensure that each identified risk corresponds to the types of
investments that the Fund has referenced as part of its principal investment strategy ( e.g.,
covenant-lite loans, credit risk transfer securities, real estate companies).  Similarly, please ensure that any risks related to each identifie d principal investment strategy are discussed
in the principal risks section.  Covenant-Lite Loans, p. 5
26. Covenant-lite loans are not identified as pr incipal investments of the Fund.  If the Fund
may invest in such loans indirectly through th e investment in CLOs, please clarify in the
principal inves tment strategy.
 Environmental, Social and Governance (Fixed Income), p. 8
27. Please consider moving the ESG risk factor  to the SAI (or another section of the
Registration Statement), to the extent ESG cr iteria are not part of the Fund’s principal
investment strategy.  Duration; Floating Rate Investments, pp. 7-8

28. The disclosures describe the meaning of the terms “duration” and “floating rate
investments” without discussi ng Fund risks. Please revise.

Limited Secondary Market for Loans, p. 11
29. Please clarify whether the Fund is exposed to th e stated risks directly or indirectly, as a
result of its investment in securitized credit.

 Other Investment Companies, pp. 12-13

30. We note HOLDRs are not described in the prin cipal investment strategy as one of the
forms of other investment companies in wh ich the Fund may invest.  Please review and
revise the risk factor discussion to ensure th at only risks related to enumerated principal
investment strategi es are described.

Warehouse Investments, p. 15
31.
Please confirm supplementally that the Fund does not intend to “warehouse” any investments prior
to launch. We may have additional questions.

Page 9 of 9  Investment Objectives and Policies, p. 19

32. We note that the discussion of the Fund’s defin ition of “securitized credit instruments” is
different from the definition in the summary (p age 2, first paragraph).  Please reconcile.

33. Please include a description of the Fund’s f undamental policy adopted under Rule 23c-3.

34. We note the Fund’s policy on borrowing states the Fund will borrow to acquire loans and
other investments.  Please clar ify whether the Fund intends to borrow funds in order to
acquire securitized credit instruments.
 Risk Factors and Special Considerations, pp. 20-34

Derivative Instruments, pp. 23-24
35. Please tailor the risk factor to address th e risks posed by the derivative instruments
identified as principal inves tments of the Fund in the prin cipal investment strategy.  See
Barry Miller letter to ICI (2010).  Floating or Variable Rate Loans, p. 24
36. Please address how fluctuations in interest rates will affect floating or variable rate loans.
 Foreign (Non-US) Investments, pp. 24-25
37. Please confirm that the Fund will not  invest in emerging markets.
 Leverage, pp. 26-28
38. We note that there is no risk factor discussi on in the prospectus regarding restrictive
covenants, as the section referenced in the di sclosure appears to be  missing.  Please revise,
as appropriate.  In addition, please highlight in the summary, the risk that the failure to pay
distributions or dividends may lead to th e loss of the Fund’s status as a regulated
investment company under Regulation M of the Inte rnal Revenue Code.  See Guide 6 to
Form N-2.
39. Please highlight the risk of conflicts of interest arising from leverage on the fees received
by the Adviser in the prospectus summary.

Annual Expenses without Borrowing, p.27
40. Please explain in your response the reason for re stating the Fund’s fee table in this section
of the Registration Statement.  Please consider deleting.

Page 9 of 9  Effect of Leverage, p. 28

41. Please delete this table which is permitted only if the prospectus offers common stock and
the Fund has outstanding senior securities which it does not.  See Item 8.3.a.
 Residential Mortgage Loans, p. 32
42. Please clarify in the first sentence whether the Fund invests directly in residential mortgage
loans or if its exposure is indirect through its investment in securitized  residential mortgage
loans.
Further Information About Principal Risks, p. 35

43. Please delete this subheading since the risks pres ented appear to be prin cipal risks.  Please
confirm that each of these risks is identified in the prospectus summary.
Frequent Trading-Mark et Timing, p. 46
 44. Please confirm that the disclosure throughout the registration statem ent is accurate.  For
example, we note the first paragraph states “I t is possible that frequent, short-term trading
activity may occur in the Fund” even though the Fund will not be listed on an exchange.
 Statement of Additional Information   Fundamental Investment Restrictions, p. 37
 45. Please revise to include a brief explanation of “to the extent permitted by applicable law”
for each restriction.
 Organizational Documents  46. We note that the Declaration of Trust includes several provisions that limit shareholder
actions.  Please briefly describe the fo llowing provisions in the prospectus:

x Section 9.9 provides for exclusive Delaware ju risdiction as well as the waiver of the
right to jury trial;

x Section 9.10 limits derivative actions by shar eholders requiring: (a) pre-suit demand
upon the Board of Trustees, (b) 10% joinder of shareholders to make a demand, (c)
reasonable time be given to Trustees to c onsider the demand, and (d) reimbursement of
the Trustees by shareholders in the even t Trustees do not bring an action; and

x Section 9.11 states shareholders may not br ing any general direct action against the
Trust.

 With respect to Section 9.10 and the 10% joi nder and reimbursement requirements, please

Page 9 of 9  ensure that neither of these provisions appl y to claims brought under the federal securities
laws.

* * * * *

 We remind you that the Fund and its manageme nt are responsible for the accuracy and
adequacy of their disclosures, notwithstandi ng any review, comments, action, or absence of
action by the staff.   A response to this letter should be in th e form of a pre-effective amendment filed
pursuant to Rule 4