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        DLA Piper LLP (US)

        One Atlantic Center

        1201 West Peachtree Street

        Suite 2900

        Atlanta, Georgia 30309-3449

        www.dlapiper.com

        Tanya L. Boyle

        tanya.boyle@us.dlapiper.com

        T 404.736.7863

        F 404.682.7863

    November 13, 2024

VIA EDGAR ========== Michael A. Rosenberg Division of Investment Management Securities and Exchange Commission Filing Desk 100 F Street, N.E. Washington, DC 20549

    RE:
    83 Investment Group Income Fund; File Nos. 333-281984 and 811-24001

Dear Mr. Rosenberg,

On September 6, 2024, 83 Investment Group Income Fund (the “Fund” or the “Registrant”) filed a registration statement under the Securities Act of 1933 on Form N-2 (the “Registration Statement”). On October 7, 2024, you provided written comments regarding the Registration Statement. Please find below your comments and the Registrant’s responses, which the Registrant has authorized us to make on behalf of the Registrant.

General Comments

    1.
    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.

The Registrant has not and does not plan to present any “test the waters” materials to potential investors in connection with this offering other than a “red herring” prospectus in accordance with SEC guidance on pre-effective communications.

    2.
    We note that the proposed merger involves the reorganization of an unregistered fund into the Fund through the in-kind purchase of the unregistered fund’s assets by the Fund. In correspondence, please supplementally provide additional information related to the reorganization, including whether any exemptive relief is required in order to effect the reorganization. If you are relying on the GuideStone Letter (December 27, 2007), please explain any differences and similarities between the facts underlying the reorganization of the predecessor fund into the Fund and those in the Guidestone Letter. Please explain why the predecessor fund did not itself register as a fund and instead reorganized into the Fund.

No exemptive relief is required in order to effect the reorganization. The Registrant will be relying on the Guidestone Letter. Consistent with the requirements set forth in the GuideStone Letter:

1) The Fund will be a shell portfolio as of the time of the reorganization;

2) The assets of the Predecessor Fund will consist of securities that are appropriate, in type and amount, for investment by the Fund in light of its investment objectives and policies;

3) The Predecessor Fund will transfer all of its portfolio securities at the time of the reorganization to the Fund;

4) The Fund has the same procedures for determining net asset value as the Predecessor Fund and will follow those procedures in determining the amount of shares to be issued in the reorganization;

5) The transfer of securities and shares between the Predecessor Fund and the Fund will be effected simultaneously;

6) The Fund will comply with the recordkeeping requirements described in the GuideStone Letter;

7) The Adviser, consistent with its fiduciary duties, has disclosed to the independent trustees of the Fund the existence of, and all the material facts relating to, any conflicts of interest between the Adviser and the Fund with regard to the reorganization to facilitate the ability of the independent trustees to evaluate and approve the reorganization; and

8) The Adviser, not the Predecessor Fund or the Fund, will bear the costs associated with the reorganization.

The Predecessor Fund did not itself register as a fund and instead reorganized into the Fund because reorganizing the Predecessor Fund into the Fund was the more efficient way to register the Predecessor Fund.

    3.
    Please confirm in your response letter that FINRA has reviewed the proposed underwriting terms and arrangements for the transactions described in the registration statement, including the amount of compensation to be allowed or paid to the underwriters and any other arrangements among the Fund, the underwriters, and other broker dealers participating in the distribution, and that FINRA has issued a statement expressing no objections to the compensation and other arrangements.

The Fund’s offering is not subject to FINRA Rule 5110, Rule 2310 and Rule 5121 including not being required to file documents and information for review. The Fund’s offering qualifies for the exemption set forth in FINRA Rule 5510(h)(2)(E) FINRA does need to review the transactions or issue a statement because the Fund qualifies for the exemptions to FINRA Rule 5110(h)(2)(L) that exempts offerings of securities by a “closed-end” investment company that is operated as a tender offer fund, provided that the fund: (i) makes continuous offerings pursuant to Securities Act Rule 415; (ii) prices its securities at least quarterly; (iii) limits the total amount of compensation paid to participating members to the amount permitted by the sales charge limitations of Rule 2341, in which case the underwriting compensation provisions of Rule 5110 will not apply; (iv) makes at least two repurchase offers per calendar year for its securities pursuant to SEA Rule 13e-4 and Schedule TO under the Exchange Act; and (v) does not list its securities on a national securities exchange. The Fund’s offering meets each of the requirements for the exemption.1

    4.
    Please tell us how much the Fund will invest/invests in hedge funds and/or private equity funds (including CFOs, if relevant) that rely on sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940 (the “1940 Act”). Please note that registered closed-end funds that invest more than 15% of their net assets in such hedge funds or private equity funds should, in addition to imposing a minimum initial investment requirement of at least $25,000, restrict sales to investors that, at a minimum, are “accredited investors”. Please explain to us why it is/would be appropriate for the Fund to offer shares without imposing both of those limitations. We may have additional comments after reviewing your response.

The Fund will invest greater than 15% of its net assets in the types of private funds described in your comment. The Registrant has revised the Registration Statement to limit the offering of the Fund to accredited investors.

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    See also FINRA Regulatory Notice 20-10 https://www.finra.org/rules-guidance/notices/20-10#:~:text=The%20amendment%20also%20expands%20the,offers)%2C%20insurance%20contracts%2C%20unit

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    5.
    Please either confirm that the Fund does not intend to issue debt securities or preferred stock within a year from the effective date of the registration statement or revise the registration statement accordingly, including the pricing table on the Cover Page of the Prospectus and the fee table in the Prospectus.

The Registrant so confirms.

    6.
    The Fund uses the term “Eligible Investors” to indicate investors eligible to purchase shares. Clarify in the disclosure that in all circumstances, shares of the Fund will only be offered and sold to “accredited investors”.

The Registrant has revised the disclosure to clarify that eligible investors are accredited investors.

    7.
    Please supplementally inform the staff whether the Fund currently offers or intends to offer additional classes of shares other than Class I. Based on the response, we may have additional comments.

The Registrant does not intend to offer additional classes of shares at this time. However, the Adviser reserves the right to seek exemptive relief to offer additional share classes in the future.

    8.
    M83 Investment Group, LLC does not appear to be an SEC registered investment adviser. Please supplementally explain when the Adviser will be SEC registered. We may have additional comments.

M83 Investment Group, LLC will be registered with the SEC before the Fund goes effective.

Accounting Comments

    9.
    Please confirm if the Fund plans to do any borrowing and, if so, please include interest expense in the fee table as required by General Instruction 8 to Item 3 of Form N-2.

The Registrant has added interest expense to the fee table as requested.

    10.
    Please discuss in your response letter the Fund’s method for accounting for organizational and offering costs. Please include appropriate U.S. GAAP citations that support the accounting treatment.

In accordance with FASB ASC 720-15-25 and 946-20-25 of U.S. GAAP Accounting Standards, organizational costs will be booked as expenses immediately as incurred and offering costs will be amortized over twelve months on a straight-line basis as of the Fund’s commencement of operations.

    11.
    Please include financial statements and a consent for the Predecessor Fund in the registration statement and ensure these financial statements have been audited in accordance with U.S. GAAP and Article 12 of Regulation S-X as required by Article 6- 11 of Regulation S-X.

The Registrant will include financial statements that have been audited in accordance with U.S. GAAP and Article 12 of Regulation S-X as required by Article 6- 11 of Regulation S-X and the consent requested in the next pre-effective filing of the Registration Statement.

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Cover Page

    12.
    Please confirm to us that all of the information required by Item 1 of Form N-2 will appear on the outside front Cover Page of the Prospectus.

The Registrant so confirms.

    13.
    Under “Summary of Investment Strategy,” please state that the Fund specifically will invest primarily in domestic and foreign privately-held investment vehicles managed by private fund managers that pursue various credit-related strategies and that the Fund’s investments will be made either directly into these privately-held investment vehicles or through co-investment opportunities offered by such managers alongside these privately- held investment vehicles.

The Registrant has added the disclosure requested.

    14.
    Under “Risks,” please disclose that an investment in the Fund is speculative with a substantial risk of loss, and that neither the Fund nor the Adviser guarantee any level of return or risk on investments and there can be no assurance that the Fund’s investment objective will be achieved. Also disclose that shareholders should carefully consider these risks together with all of the other information contained in this Prospectus before making a decision to invest in the Fund.

The Registrant has added the disclosure requested.

Prospectus Summary

    15.
    Please supplementally explain how it is not misleading for a fund with “Income” in its name to have a secondary, rather than a primary, objective of income.

The Registrant has revised the investment objective as follows:

The Fund’s primary investment objective is to generate current income that represents an attractive return relative to the risk being taken by gaining exposure to credit-related assets with low correlation to traditional fixed income markets. Its secondary objective is to generate current income that represents an attractive return relative to the risk being taken.

    16.
    The second paragraph states the Fund will engage in co-investments. To the extent the Fund is engaging, or intends to engage in, co-investments with any affiliated person, as that term is defined in Section 2(a)(3) of the 1940 Act, please explain to us why any such transaction is not prohibited by Section 17 of the 1940 Act.

The Registrant does not intend to engage in co-investments with affiliates.

    17.
    Please disclose how the Fund defines “traditional fixed income markets” on page 1 under the heading “Investment Strategy”.

The term “traditional fixed income markets” is not used in the investment strategy section. However, the term “traditional stock and bond markets” is, and the Registrant has defined it as follows:

The Private Funds typically deploy capital outside of traditional stock markets (such as large or small company U.S. stocks found in the Russell 3000 Index or internation stocks found in the MSCI EAFE Index) and bond markets (such as corporate or government bonds such as those found in the U.S. Barclays Aggregate Bond Index).

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    18.
    Please disclose what factors or characteristics the Fund will consider when investing in public securities and credit strategies such as public debt, structured credit, and registered funds discussed on page 1 under the heading “Investment Strategy”.

The Registrant has revised the disclosure as follows:

With an aim to manage the liquidity needs of the Fund, the Adviser may also invest directly in public securities, credit strategies, including, but not limited to, public debt and structured credit, and indirectly through registered funds. For the most liquid investments (assets with durations less than one year or more highly rated assets that would be considered investment grade or government bonds, the Adviser selects the securities for the Fund’s portfolio based on the best total historical returns and lowest price volatility for the securities since their inception as well as during periods of historical volatility in the credit markets. For less immediate liquidity needs, the Adviser may allocate some amount to other registered funds that invest in structured credit, high yield bonds or private credit markets similar to those targeted by the Fund. The Adviser will target investments with a track record of high current yield and stable price returns.

    19.
    Please disclose how the Fund defines “shorter-term loans” discussed on page 1 under the heading “Investment Strategy”.

The Registrant has revised the disclosure as requested:

M83 Investment Group, LLC (the “Adviser”) favors Private Funds that invest in shorter-term loans (maturities of five years or less) where the upside is pre-negotiated and the downside is protected with contractual cash flows and an element of downside protection (such as asset backing or lender protections like minimum cash or performance requirements).

    20.
    Please disclose more specifically what the Fund means by the following on page 1 under the heading “Investment Strategy”: “upside is pre-negotiated and the downside is protected.”

The Registrant has revised the disclosure as shown in our response to Comment 19 above.

    21.
    In the first paragraph on page 2, the disclosure states that the Adviser uses a process to identify “what it believes to be the best possible Private Fund in a given sector”. Please disclose the criteria the Adviser considers in making that determination if not already disclosed.

The Registrant has revised the disclosure as follows:

This includes gathering information and having calls with former, current and potential competitors of any potential Private Fund. The Adviser uses this process to identify what it believes to be the best possible Private Fund in a given sector. The Adviser then performs due diligence on the potential Private Fund and considers the following criteria in determining whether or not to invest: the investment team’s background and experience, the managers’ track record including loss history, the investment process, the portfolio construction process, and the ongoing monitoring process for existing underlying investments.

    22.
    The risk disclosure regarding “Private Funds Risk” in the first paragraph on page 7 states that Private Funds are subject to specific risks, depending on the nature of the specific Private Fund. Given the Fund’s investment strategy, please disclose the specific risks of the Private Funds in which the Fund may invest.

The specific risks of the different kinds of Private Funds are described in their own risk factors. The Registrant has revised the disclosure as follows: