SecProbe.io

August 9, 2024

VIA E-mail
 Paul Grady c/o MA Asset Management, LLC 3 West Main Street, Suite 301 Irvington, NY 10533
Re: MA Specialty Credit Income Fund (the “Fund”)
File Nos. 811-23978; 333-280620

Dear Mr. Grady:
We have reviewed the Fund’s registration statement on Form N-2 filed with the
Securities and Exchange Commission on July 1, 2024, with respect to an offering of common shares.  Our comments are set forth below.  Please consider a comment made with respect to one section applicable to similar disclosure elsewhere in the registration statement.  All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement.

General Comments
 1. We note that portions of the registration statement are incomplete.  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 amendments.
 2. We note disclosure on the Cover stating that the Fund has submitted an application
for an exemptive order to, among other things, permit the Fund to offer multiple
classes of shares.   Please supplementally explain if the Fund has submitted or intends
to submit any additional exemptive applications or a no-action request in connection with the registration statement.  Please inform us of the anticipated timing of any applications or requests for relief.

3. Please confirm that the Fund does not intend to issue debt securities or preferred
shares within a year from the effective date of the registration statement.  If the Fund plans to issue preferred shares within a year from the effectiveness of the registration statement, please include additional disclosure of risks to shareholders in the event of a preferred shares offering.

4. Please tell us if you have presented or will present any “test the waters” materials to
potential investors in connection with this offering. If so, please provide us with copies of such materials.

Paul Grady
Page 2

Prospectus

Prospectus Cover

5. In Interval Fund , please disclose the intervals between deadlines for repurchase
requests, pricing and repayment and the anticipated timing of the Fund's initial repurchase offer.  Please also provide a cross-reference to the sections of the prospectus that discuss the Fund's repurchase policies and the attendant risks.  See Guide 10 to Form N-2.
6. Please address the following comments concerning the disclosure in Principal
Investment Strategies :

a. The Fund states that it will invest primarily in “specialty credit, asset-based
finance or diversified private credit” investments.  Please clarify this disclosure to explain the types of investments included in each of these categories.  Also, the disclosure states that the Adviser believes these Loans have “bespoke or differentiated features.”  Either here or at an appropriate place within the registrations statement please explain what these features are.

b. You define a Non-Bank Finance Company as a “non-bank originator”.  Please
explain what a non-bank originator is.

c. Please explain what “asset-based finance verticals”, “risk-adjusted returns”
and “forward flow programs” are.  In general, please avoid the use of technical terms and complex language in the disclosure.

d. Please explain what “specialized (or esoteric) Loans” are.

e. Please clarify the term “best-in-class lending opportunities”.

f. Does the term “high-yielding” refer to Loans rated below investment-grade?
If so, please disclose these investments are known as “junk”.

g. The disclosure states “the Adviser seeks to further diversify  the overall risk
and duration of the Fund’s portfolio….[emphasis added].”  As the Fund is characterized as non-diversified under the 1940 Act, please delete or replace the term “diversify” as used here.

h. The disclosure refers to “the substantial growth of non-bank finance
opportunities.”  Please disclose the basis for this statement.

i. The disclosure states the Fund will invest in “certain types of tradeable
instruments.”  Please disclose what these instruments are.

Paul Grady
Page 3

j. The disclosure in the last line states “The Fund may invest in additional
strategies in the future.”  Please delete this disclosure or state specifically investments the Fund anticipates making in the future and when it may do so.

7. At the top of page ii, in the bolded language discussing credit instruments rated below
investment grade, please include a cross-reference to the disclosure regarding the risks associated with these investments.  See Form N-2, Item 1.1.j. and the Guidelines
to Form N-2, Guide 6.
8. On page ii, regarding the bolded bullets disclosing risks of investing in the Fund,
please address the following comments:

a. The fourth bullet refers to a Shareholder’s ability to “sell its Shares outside the
quarterly repurchase process….”  Please disclose how this might be done.

b. The fifth bolded bullet states “Class S Shares and Class F Shares are not
subject to a sales load.”  Is this a risk of investing in the Fund?  If not, please delete this disclosure, or otherwise revise as appropriate.

c. In the seventh bullet, the disclosure states that distributions may be funded
from offering proceeds.  Please confirm to us the Board has determined this is an appropriate use of offering proceeds.

Summary of Terms
 The Fund (page 1)

9. In the second paragraph, the disclosure states “[p]rior to the Fund’s registration as an
investment company” private funds managed by the Adviser transferred their assets to the Fund in exchange for cash and shares.”  Please explain supplementally if this transaction meets the definition of a fund acquisition as described in S-X Rule 6-11(a)(2).  In your response, please also address the following questions:
 a. What is the underlying business purpose of the transaction?
 b. What is the nature of the relationship between the transacting parties?

c. What are the future operating plans of the Private Funds and the retained
assets?

d. Will the Private Funds continue their operations?  Will they wind down?  If
not, will they change their strategies?

e. Did any limited partnerships from the Private Funds transfer assets into the
Fund?

Paul Grady
Page 4

f. Is any of the Private Funds management involved with the Fund following the
transaction?

g. Please provide more detail concerning the strategies and objectives of the
Private Funds.

Investment Opportunities and Strategies
10. The disclosure states the Fund makes Loans “directly to borrowers”.  With respect to
this strategy, please address the following:

a. Please describe here or at an appropriate place within the registration
statement, the origination process and the nature of borrowers the Fund will provide Loans to, the typical size and duration of the Loans and the diligence the Fund performs in determining who to lend to and the amount of the Loans.

b. Please disclose, if accurate, that the Fund will be responsible for all expenses
associated with originating (including research, due diligence, use of experts, structuring and negotiations) and servicing the Loans (to the extent not borne by the borrowers).

c. Please also disclose the following:

i. any limits on Loan origination by the Fund, including a description of
any limits imposed by the Fund’s fundamental investment restrictions (e.g., concentration limits);

ii. the Loan selection process, including any limits or targets on maturity
and duration of individual Loans, borrower, asset class, segment, collateral, and loan types and geographic location of the borrower;

iii. the underwriting standards for the Loans;

iv. whether and to what extent the Fund expects to originate non-
investment grade or subprime loans;

v. whether the Fund will be involved in servicing the Loans and, if so, a
description of its servicing obligations; and

vi. whether the Fund will set up its own online lending platform to
originate these Loans.

We may have further comments or questions after reviewing your responses.

Paul Grady
Page 5

Portfolio Composition (page 2)

11. Please disclose the percentage of the portfolio the Adviser anticipates investing in
each of the three “verticals”.  In particular, how much of the Fund’s portfolio may be attributed to direct Loans?  Please also briefly explain how the Fund evaluates investments to achieve its objective and the portfolio construction parameters it uses to construct the portfolio as a whole.
12. In the penultimate bullet on page 2, the disclosure describes the Fund’s investments in
tradeable instruments as being “aligned to the broader specialty credit and asset-based
finance strategy of the Fund….”  Please clarify this disclosure.

Valuations (page 8)

13. In the first line of this section, the disclosure states that the “Board has designated the
Adviser as the Fund’s valuation designee” and that “[t]he Adviser is responsible for the valuation of the Fund’s portfolio investments for which market quotations are not readily available.”  Please disclose the Adviser’s conflict as the valuation designee as it receives an asset-based fee.
14. The disclosure also states “the Adviser has adopted methods for determining the fair
value of such securities and other assets.”  Please disclose these methods have been approved by the Board.
Risk Factors (page 10)

15. The penultimate bullet on page 10 refers to the Fund’s investment in “companies that
are experiencing distress.”  Please disclose the Fund’s investment in distressed debt in the Summary strategy section.
Summary of Fees and Expenses (page 12)
16. Do the calculations presented in the fee table assume a certain amount of leverage?  If
so, disclose this amount in the narrative preceding the fee table.
17. The table contains a line item for interest paym ents on securities sold short.  Will the
Fund engage in short sales as a principal strategy?  If so, disclose in the Summary.

18. Please confirm that expenses of originating lo ans/credit assets will be reflected in the
fee table.

Paul Grady
Page 6

The Adviser (page 16)

19. In this section, please clarify the roles of the Adviser, Global Credit Solutions and
MA Financial Group in the management of the Fund.  In doing so, please indicate specifically the assets under management of  the Adviser, rather than all three entities,
so as not to be potentially misleading.
20. In MA Financial Group, the disclosure states “[t]he firm also has over USD $74
billion in managed loans.”  Please clarify this statement and provide appropriate context.
Investment Objective, Opportunities and Strategies

Investment Opportunities and Strategies (page 18)

21. Regarding the bullets following the initial paragraph of this section, please address
the following comments:
a. The second bullet in this section is convoluted and difficult to understand.
Please revise in plain English.  Please also disclose within the registration statement how the Adviser sources the Loans and elaborate on its “direct relationships” and “origination channels.”

b. Please explain in plain English what “waterfall payment structures” are, as
that term is used in the fourth bullet.

c. Please clarify in plain English the disclosure in the fifth bullet.  In particular,
please explain what the phrase “many thousands of underlying assets and collateral” means with respect to the Fund’s investments.

Portfolio Composition  (page 19)

22. In general, please elaborate on the three primary verticals described in this section.
For example, what are the “market, structural or secular forces” that impact banks and traditional financial institutions?  How are Loans in this segment bespoke, niche or specialized in nature and therefore not affected by these forces?

23. With respect to the disclosure in Diversified Private Credit , please disclose how this
vertical is “diversified” ( i.e., what are the “differentiated characteristics” of the
Fund’s borrowers?).

The Investment Process

24. On page 22, in the description of Phase 4 , the disclosure states that in the final phase
of due diligence “commercial and qualitative analysis is paired with robust quantitative analytics for a comprehensive review.”  Please elaborate on the Fund’s analysis performed in this stage -- what is the Fund analyzing to determine its

Paul Grady
Page 7

investment decisions?  What data does the Fund use and how does it obtain the data?  Please disclose.
Types of Investments and Related Risks

Risks Relating to the Fund’s Investment Program (page 25)

25. In the last sentence of Nature of the Fund’s Investments Risks , the disclosure states

…during periods of market disruption, borrowers of loans constituting the Fund’s assets may be more likely to seek to draw on unfunded commitments the Fund has made, and the Fund’s risk of being unable to fund such commitments is heightened during such periods.
Please explain to us supplementally what this disclosure means.  What is the nature of
the Fund’s unfunded commitments and how may borrowers draw on them?
26. In Credit Risk , the disclosure in the penultimate sentence of the first paragraph on
page 26 indicates that Loans held by the Fund may provide for payments-in-kind.  Also, in Taxation of the Fund  on page 60, the disclosure notes that some of the
Fund’s investments may be treated as issued with OID.  Please inform us of the extent to which the Fund may invest in these types of instruments.  We may have further comments.
27. In the first sentence of the last paragraph of Credit Risk , the disclosure states “…the
Fund will generally target investing in issuers it believes are of high quality.”   Disclosure in bold on the Cover states “The Fund may invest a substantial portion of its assets in credit instruments that are rated below investment grade.”  Please
reconcile this inconsistency.
 Organization and Offering Costs (page 45)

28. The disclosure in the last sentence of the first paragraph states “These costs are
expensed as incurred by the Fund and will be paid by the Adviser on behalf of the Fund.”  Please confirm our understanding that this sentence refers to the treatment of organizational costs incurred by the Fund.  Please consider clarifying the accounting treatment of organization costs by the Fund by making this sentence the second sentence of the paragraph.
 Share Repurchase Program (page 53)

29. In the second sentence of the third paragraph of this section, please delete the words
“seek to” and “earlier”.
30. Please disclose whether Shareholders have the ability to withdraw or modify
repurchase requests.  If they do, please disclose how they may do so.

Paul Grady
Page 8

31. To illustrate the repurchase procedures, consider using graphic presentations (such as
a timeline or calendar) so Shareholders can readily understand the time periods used by the Fund and the significance of the Repurchase Request Deadline, the Repurchase Pricing Date and the Repurchase Payment Deadline.
Tax Aspects

Taxation of the Fund (page 58)

32. In this section, or where appropriate, please disclose the effect that share repurchases
might have on the ability of the Fund to qualify as a RIC under federal tax law in the event that share repurchases have to be funded with proceeds from the liquidation of portfolio securities.

Statement of Additional Information
 Investment Objectives, Policies and Risks

33. On page B-8, in  Involuntary Repurchases and Mandatory Redemptions , the
disclosure states that the Fund has the right to repurchase or redeem Shares of a Shareholder if “continued ownership of such Shares may be harmful or injurious to the business or reputation of the Fund or the Adviser, or may subject the Fund or any Shareholder to an undue risk of adverse tax or other fiscal consequences,” or if “it would be in the best interests of the Fund to repurchase or redeem Shares.”  The disclosure states any such repurchase would be consistent wi