SecProbe.io

October 16, 2024

VIA E-MAIL

Pamela Poland Chen
Kirkland & Ellis LLP
600 Lexington Avenue
New York, NY 10022
pamela.chen@kirkland.com

Re: TCW Private Asset Income Fund, File No. 333-282150

Dear Ms. Chen:

On September 16, 2024, you filed a registration statement on Form N-2 on behalf of
TCW Private Asset Income Fund (the “Fund”) under the Securities Act of 1933 (“Securities Act”) and the Investment Company Act of 1940 (“1940 Act”). We have reviewed the registration statement and have provided our comments below. Where a comment is made in one location, it is applicable to all 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.
1. Please tell us if you have presented any test-the-waters materials to potential investors in
connection with this offering. If so, we may have additional comments.
Prospectus
Cover Page – Page 1 – Investment Objective
2. In the first paragraph, disclosure states that the Fund will allocate its assets “across a wide
range of private and asset-backed credit strategies.” Please align this disclosure with statements in the next paragraph, which appear to subsume asset-backed credit strategies within private credit strategies.
Cover Page – Page 1 – Principal Investment Strategies
3. Please disclose the expected credit quality and maturity of the Fund’s debt investments.

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 4. In the second sentence, disclosure defines “private credit investments” as “loans, securitized
portfolios of receivables, securitized products and related derivatives, bonds, secured credit backed by physical assets, and other credit-related investments, including investments in entities where the investment return is substan tially driven by the performance of credit or
credit-related assets.” These investments are not per se  private. Please clarify why the
Adviser considers such investments private. Also, please explain what you mean by “other credit-related investments, including investments in entities where the investment return is substantially driven by the performance of credit or credit-related assets,” and revise this phrase using plain English. We may have additional comments based on your response.
5. In the third sentence, disclosure refers to “diversified portfolios of receivables across
consumer credit, mortgage credit, small business loans, and other asset classes.” Please explain “diversified portfolios of receivables” using plain English, and clarify what such other asset classes are.
6. In the third sentence, disclosure states that the Fund’s investments include “exposure to ABS
indices such as CMBX” and “opportunistic credit investments that seek to opportunistically provide capital to borrowers” or “liquidity to secondary-market sellers, including . . . other non-standard receivables.” Please revise these phrases using plain English.
Cover Page – Page 1 – Interval Fund/Repurchase Offers

7. In connection with the Fund’s status as an interval fund, please add a cross-reference to the
sections of the prospectus that discuss the Fund’s repurchase policies and attendant risks.
Cover Page – Page 1 – Bullet Points

8. Regarding the fifth and sixth bullet points, please revise to include disclosure that reflects the
following:
x The Fund may pay distributions in significant part from sources that may not be
available in the future and that are unrelated to the Fund’s performance, such as from
offering proceeds, borrowings, and amounts 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.
Cover Page – Page 2
9. Disclosure states that the Fund intends to apply for an exemptive order that would permit the
Fund to offer more than one class of Shares. Disclosure also states that the Adviser submitted
an application on Form ADV to become registered under the Investment Advisers Act of 1940. Please tell us the status of both applications.

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Cover Page – Page 3

10. Please review Item 2.2 and 2.3 of Form N-2 and, if applicable, include the disclosure
required by rule 481(d) and (e) of the Securities Act regarding stabilization efforts and prospectus delivery obligations, respectively.
Page 1 – Summary of Terms
11. In the section titled, “Investment Opportunities and Strategies,” disclosure describes the
Fund’s 80% policy. Please add disclosure here and in the main prospectus regarding whether
a change in the 80% policy is subject to 60 days’ notice or requires shareholder approval.
Page 2 – Investment Opportunities and Strategies
12. In the first full paragraph, disclosure states that the Fund may invest in or hold “other equity
securities . . . .” Please tell us how much the Fund will invest in private credit funds
(including CFOs, if applicable) that rely on sections 3(c)(1) or 3(c)(7) of the 1940 Act. We
may have additional comments based on your response.
13. In the first full paragraph, disclosure states that the Fund may use derivatives to “provide
downside protection and to dampen volatility.” Please revise this phrase using plain English.
Page 2 – Portfolio Composition
14. Disclosure states:
“[T]the Fund intends to invest a significant portion of the portfolio to first-lien or
senior asset-backed loans, which are privately negotiated and structured credit
instruments secured by diversified cash-flowing assets or receivables contained
within a bankruptcy-remote vehicle. The strategy is expected to be broadly
comprised of first-lien loans with the potential for downside protection from hard
credit-enhancement, bespoke covenants, cashflow triggers, and servicing rights.
The cashflow and amortization profile of the underlying assets are intended to
afford flexible duration and maturity prof iles for investments made within the
strategy (emphasis added).”
In the first sentence, please change “to first-lien” to “in first-lien.” Also, please revise the
underlined disclosure using plain English.
Page 3 – Whole Loan Portfolios
15. Disclosure states, “The Adviser believes that the Fund’s ability to provide borrowers flexible
capital solutions may lead to improved investment returns, and that the Fund’s ability to buy
whole loans directly may offer a valuable lever to access relative value.” Please revise this
sentence using plain English.

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 Page 3 – Physical Asset Credit
16. Disclosure states, “Generally, the Fund’s exposures to hard assets will represent diversified
investment grade financings, as opposed to exposures to single assets.” Please revise this
sentence using plain English.
Page 3 – Securitized Products
17. Disclosure states, “Thus, the collateral underwriting is married with an analysis of the in-
place structure, covenants, and cashflow triggers. The Adviser believes its lens into
performance and origination trends within asset-b acked lending can inform its relative value
opinion in securitized products and vice versa.” Please revise these sentences using plain
English.
Page 4 – Opportunistic Credit
18. In the first paragraph, disclosure states, “The Opportunistic Credit strategy seeks to flexibly
provide capital to borrowers or liquidity to secondary-market sellers in periods of capital
market dislocation. The Adviser has a wide lens across tradable fixed income markets and
middle market lending, affording the Fund a differentiated perspective on relative value
across asset classes.” Please revise this sentence using plain English.
19. In the third paragraph, disclosure states, “Emerging market countries can include every
nation in the world except the United States, Canada, Japan, Australia, New Zealand, and
most countries located in Western Europe.” Please provide a more specific definition of
emerging markets.
Page 5 – Leverage
20. Disclosure refers to the possibility that the Fund may issue preferred shares. Please confirm
that if the Fund issues preferred shares within one year of the effectiveness of the registration statement, the Fund will add appropriate disclosure in the fee table regarding dividend expenses and in the prospectus regarding strategies and risks.
Page 8 – Co-Investment
21. Disclosure states that the Adviser and the Fund may rely on exemptive relief to co-invest.
Please tell us to which exemptive order you refer.
Page 14 – Summary of Fees and Expenses
22. In footnote 3, disclosure refers to the Fund’s expected use of a credit facility. Please let us
know if the terms of the credit facility are expected to be finalized before the requested date of acceleration. If so, please update this disclosure in a pre-effective amendment to address the actual portfolio limits and other material terms of the credit facility. Please also file the executed credit facility as an exhibit to the registration statement.
23. Disclosure in footnote 4 is not required. Please delete or explain why the text is appropriate.

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 24. Regarding footnote 6, please clarify that only the Fund’s board may terminate or amend the
Expense Limitation Agreement during the recoupment period.
Page 20 – Investment Objective
25. If the Fund’s objective can be changed without a vote, please disclose. See Item 8.2 of Form
N-2.
Page 20 – Investment Strategies
26. In the section describing the Fund’s allocations to each strategy, the second category is titled,
“Junior Asset-Backed Loans.” Elsewhere, this category is titled, “Mezzanine Asset-Backed Loans.” Please pick one term, and use it consistently.
Page 23 – The Investment Process
27. Please revise the following disclosure using plain English:
x “The Fund benefits from a scaled, diversified fixed income platform with a long
heritage in securitized products and asset-backed finance.”
x “Direct origination with scaled borrowers.”
x “The Adviser provides education and support to CFOs on dynamics in securitized
product and credit markets.”
x “The Adviser assesses base-case loss adjusted yield for the portfolio, potential of the
portfolio to change across a wide array of economic environments and tests
confidence in the probability distribution of the portfolio.”
28. In the section titled, “Direct origination with scaled borrowers,” disclosure refers to the use
of “senior warehouse lending.” Please add disclosure that explains how such warehouses are
structured. Please supplementally explain whether the Fund relies on exemptive relief to use
such warehouses and, if so, which provisions of the exemptive relief apply to these transactions.
Page 24 – Originator/Sponsor Considerations
29. Disclosure refers to the Adviser’s assessment of certain circumstances regarding a “distress
scenario.” Please describe the term using plain English.
Page 24 – Structural Considerations
30. Disclosure states, “The Adviser typically assesses a range of structural considerations
relevant to a prospective investment, including its loan-to-value ratio, the level of excess spread that can be utilized if performance deteriorates, the existence of additional corporate cashflows that can collateralize the Fund’s investment and the prospective investment’s rating, duration, or certainty of cashflow.” Please revise this sentence using plain English.

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 Page 25 – Nature of the Fund’s Investments
31. In the fourth paragraph, disclosure refers to the Fund’s use of unfunded commitments. Please
confirm that the Fund will not count unfunded commitments toward the Fund’s 80% policy.
Page 49 – Highly Volatile Markets; FX Risk
32. Please describe “FX Risk” using plain English.
Page 53 – Risks of Certain Non-U.S. Investments
33. Earlier disclosure states that the Fund may invest in emerging markets. If emerging markets
will be a principal investment strategy, please add corresponding risk disclosure to this section or perhaps as a stand-alone risk (e.g., see page B-20 of the Statement of Additional
Information).
Page 57 – Volatility of Commodity Prices
34. If the volatility of commodity prices is a principal investment risk, please add corresponding
disclosure to the principal investment strategies section. Otherwise, please delete.
Page 59 – Payment-in-Kind (“PIK”) Income Risk
35. Please disclose the risks presented by investments in PIK, and if applicable, OID securities,
including:
x The interest payments deferred on a PIK loan are subject to the risk that the borrower
may default when the deferred payments are due in cash at the maturity of the loan;
x The interest rates on PIK loans are higher to reflect the time-value of money on
deferred interest payments and the higher credit risk of borrowers who may need to
defer interest payments;
x Market prices of OID instruments are more volatile because they are affected to a
greater extent by interest rate changes than instruments that pay interest periodically in cash;
x PIK instruments may have unreliable valuations because the accruals require
judgments about ultimate collectability of the deferred payments and the value of the associated collateral; and
x Use of PIK and OID securities may provide certain benefits to the Fund’s adviser
including increasing management fees.
Page 61 – Senior Management Personnel of the Adviser
36. Disclosure states that the termination of the Investment Advisory Agreement may adversely
affect the terms of the Fund’s or its subsidiaries’ financial facilities. Please tell us if the Fund may invest indirectly through a subsidiary. If yes, please respond to the following comments:

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 x Disclose that “Subsidiary” includes entities that engage in investment activities in
securities or other assets that are primarily controlled by the Fund.1
x Disclose that the Fund complies with the provisions of the 1940 Act governing
investment policies (section 8) on an aggregate basis with the Subsidiary.
x Disclose that the Fund complies with the provisions of the 1940 Act governing capital
structure and leverage (section 18) on an aggregate basis with the Subsidiary so that the Fund treats the Subsidiary’s debt as its own for purposes of section 18.
x Disclose that any investment adviser to the Subsidiary complies with provisions of
the 1940 Act relating to investment advisory contracts (section 15) as if it were an investment adviser to the Fund under section 2(a)(20) of the 1940 Act. Any investment advisory agreement between the Subsidiary and its investment adviser is a material contract that should be included as an exhibit to the registration statement. If the same person is the adviser to both the Fund and the Subsidiary, then, for purposes of complying with section 15(c), the reviews of the Fund’s and the Subsidiary’s investment advisory agreements may be combined.
x Disclose that each Subsidiary complies with provisions relating to affiliated
transactions and custody (section 17). Identify the custodian of the Subsidiary, if any.
x Disclose any of the Subsidiary’s principal investment strategies or principal risks that
constitute principal investment strategies or risks of the Fund. The principal
investment strategies and principal risk disclosures of a Fund that invests in a Subsidiary should reflect aggregate operations of the Fund and the Subsidiary.
x If the Fund has a Subsidiary that is a foreign corporation, please confirm that the
Subsidiary and its board of directors will ag ree to designate an agent for service of
process in the United States.
x If the Fund has a wholly-owned Subsidiary, please confirm that the wholly-owned
Subsidiary’s management fee, if any, will be included in “Management Fees,” and the wholly-owned Subsidiary’s expenses will be included in “Other Expenses” in the Fund’s fee table.
x If the Fund invests only through wholly-owned and majority-owned subsidiaries,
please disclose that the Fund does not currently intend to create or acquire primary
c