SecProbe.io

February 27, 2025
VIA E-MAIL
Thomas D. Peeney, Esq.
Paul Hastings LLP200 Park AvenueNew York, NY 10166
Re: Oaktree Asset-Backed Income Fund Inc.
File No. 333-284676File No. 811-24049Oaktree Asset-Backed Income Private Fund Inc.File No. 811-24048
Dear Mr. Peeney:
On February 3, 2025, you filed (1) a regist ration statement on Form N-2 for Oaktree
Asset-Backed Income Fund Inc. (the “Fund”) and (2) a registration stat ement on Form N-2 for
Oaktree Asset-Backed Income Pr ivate Fund (the “Private Fund”).   Our comments are set forth
below.  Please apply all comments, other than t hose indicated to apply only to the Fund or only
to the Private Fund, to both the Fund’s and the Private Fund’s registra tion statements.  For
convenience, we generally organized our comment s using the headings, defined terms and page
numbers from the registration stat ement filed by the Fund (except for the comments indicated to
apply only to the Private Fund where we used pa ge numbers from the registration statement filed
by the Private Fund).  Where a comment is made with  respect to the disclosure in one location of
the filing, it applies to all s imilar disclosure found elsewhere.
PROSPECTUS
Cover Page — Investment Strategy
1. Please tell us why the same investment stra tegy is being offered through the Fund, which has
filed its N-2 under the Securitie s Act of 1933 (“Securities Act”) and the Investment Company
Act of 1940 (“1940 Act”), and the Private Fund, which has filed its N-2 only under the 1940
Act.
2. The fourth sentence of this section states th at, as part of the 80% Policy, the Fund may also
invest a portion of its assets in other inco me-generating instruments including, but not limited
to, notes, bills, debentures, bank loans, conver tible and preferred s ecurities and government
and municipal obligations.  Please revise this sentence to state that these investments will be limited to no more than 20% of the Fund’s assets given that such investments do not appear
to be asset-backed investments.  SeeRule 35d-1(a)(2)(i) under the 1940 Act.

Thomas D. Peeney, Esq.
Page 2
February 27, 2025

3. Applicable only to Private Fund :  The Private Fund’s name incl udes the term “Private Fund”.
Please disclose an investment po licy to invest at least 80% of  the Private Fund’s assets in
“private funds” or, alternativ ely, explain to us why such a policy is not required.  See Rule
35d-1(a)(2)(i) under the 1940 Act.
4. The first sentence of the second paragraph of th is section states that the Fund may invest up
to 20% of its assets in “inve stments other than ABF Investments . . . including cash or cash
equivalents, and liquid fixed-income securities . . .”.  Please identify here any investments
other than ABF Investments that are part of th e Fund’s principal strate gies and disclose any
corresponding risks of such investments under “Pri ncipal Risks of Investing in the Fund”.
5. The second sentence of the second paragraph of th is section states that the Fund may invest
up to 10% of its assets in “listed structured credit” securities.  Please briefly disclose the
types of investments listed structured credit securities include.
6. The third paragraph of this section identifies th ree segments and the first sentence of the next
paragraph refers to two of these segments.  To avoid investor conf usion, please consider
defining the terms investment grade segment,  core segment and oppor tunistic segment and
using these defined terms when referring to these segments.
7. The first sentence of the fourth paragraph of this section states that the Fund will invest
primarily in the core segment and supplement that sleeve with a limited number of more opportunistic investments.  If core and oppor tunistic investment s consist of below
investment-grade invest ments, please disclose that here , with a reference to “junk”.
8. The second sentence of the fourth paragraph of th is section refers to the pursuit of “effective
structural protections.”  Please disclose how the Fund defines ef fective structural protections.
9. The first sentence of the fifth paragraph of this section states that the Fund “intends to focus
on opportunities with return prof iles in line with traditional pr ivate credit.”  Please briefly
disclose what “traditional private credit” is.
10. The second sentence of the fifth paragraph of this section refers to “senior lending to
platforms” and “originator equ ity”.  Please disclose how the Fund is defining “senior lending
platforms” and “originator equity”.
Cover Page — Interval Fund Repurchase Offers
11. 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
include here a cross-reference to those secti ons of the Prospectus that discuss the Fund’s
repurchase policies and the ri sks attendant thereto.  See Guide 10 to Form N-2.

Thomas D. Peeney, Esq.
Page 3
February 27, 2025

Cover Page — Adviser
12. Disclosure states that the Adviser receives the Management Fee.  Please disclose that the
Adviser also receives an Incentive Fee.
13. The last sentence of this section states that the Adviser has contractually agreed to waive the
Management Fee through at least April 30, 2026.  If the Adviser can recoup amounts waived,
please disclose that here.
Cover Page — Risks
14. Please bold the bulleted risk f actors on the Cover Page.
Cover Page
15. Applicable only to Private Fund :  The third to last paragra ph on the Prospectus cover page
states that the Shares have not been registered under the Securities Act and are being offered and sold solely in private placement transactions in reliance on an exemption from
registration under Section 4(a)(2) of the Securities Act and Rule  506 of Regulation D.  Please
provide a detailed legal analysis  of why the Private Fund’s private offering of Shares should
not be integrated with the F und’s public offering of Shares.  See Rule 152 under Securities
Act.
Prospectus Summary — Principa l Strategies (pages 1 – 3)
16. Please disclose the Fund’s credit quality policy and maturity policy with respect to the
investments that are part of its principal stra tegies and, to the extent not already disclosed,
add corresponding principal risk disclosure under “P rincipal Risks of Investing in the Fund”.
Also, if the Fund will invest in junior and equ ity tranches of asset-backed investments as a
principal strategy, please  disclose such inves tments here and disclose the corresponding risks
of such investments under “Principal Risks of Investing in the Fund”.
17. Applicable only to Private Fund : Given that it appears that the initial investment minimum of
$25,000 can be waived without limitation, please disclose that the Private Fund will not
invest more than 15% of its assets in entities that rely on Sections 3(c)(1) and/or 3(c)(7) of
the 1940 Act other than CLOs and ot her asset-backed issuers.
Prospectus Summary — Adviser (page 3)
18. The first paragraph of this section identifies the Adviser, OCM (the Adviser’s affiliate) and
Brookfield Oaktree Holdings, LLC (the Advise r’s parent).  If the Adviser uses personnel
from an affiliate in providing investment management services to the Fund pursuant to a
personnel/resource sharing agreement, pl ease describe to us the following:
a. the specific services any affiliate of th e Fund or Adviser and such affiliate’s
employees will provide on the Adviser’s behalf and why those services do not
amount to investment advisory services provided to the Fund;

Thomas D. Peeney, Esq.
Page 4
February 27, 2025

b. the extent to which the Adviser will depe nd on such affiliate’s personnel in providing
investment advisory services;
c. whether personnel of such a ffiliate of the Adviser who provide investment advice
with respect to the Fund will be supervis ed persons of the Adviser under Section
202(a)(25) of the Investment Advise rs Act of 1940 (“Advisers Act”);
d. whether and what fees are paid to such affiliate of the Adviser for the described
services and whether or not they are paid pursuant to a personnel or resource sharing
agreement;
e. whether such affiliate of the Adviser is considered to be a fiduciary with respect to
the Fund in connection with pr oviding the described services;
f. by whom the personnel being provided for use by the Adviser for advisory services to
the Fund are employed and how such employer is affiliated with the Adviser and the
Fund ( i.e., controlled subsidiary, wholly or majority owned subsidiary); and
g. the registration status of such affiliate and where such affiliate is domiciled.
19. The first sentence of the second paragraph of th is section refers to the “firm’s” competitive
advantages.  Please clarify what entity the firm is referring to in this sentence and throughout
this section.
Prospectus Summary — Periodic  Repurchase Offers (page 4)
20. The sixth sentence of this sec tion states that the Fund may m odify the amount of a repurchase
fee at any time.  Please disclose that the repurchase fee may not exceed 2.00%.  See Rule
23c-3(b)(1) under the 1940 Act.
Prospectus Summary — Investor Suitability (pages 5 – 6)
21. Applicable only to Private Fund :  The first sentence of the second paragraph of this section
states that each prospect ive investor in the Private Fund will be required to certify that it is an
accredited investor.  Please reconcile this disc losure with the disclosure on the Registration
Statement cover page that states that inves tments in the Private Fund may be made only by
investors who are qualified clients under Rule 205-3 under the Advisers Act.
Prospectus Summary — Summary of Principal Risks of the Fund (pages 6 – 21)
22. On page 6, the second sentence of the first ri sk factor states that the Fund has “a limited
history of operations.”  Please revise this disc losure to state that the Fund has no history of
operations, per the heading of this risk factor.
23. The following risk factors describe types of  investments that are not identified under
“Principal Strategies”: Asset-Backed Securities (page 6); real-estate related investments
under Investments in Real Es tate and Mortgage-Backed Se curities Generally (page 7);
Commercial Mortgage-Backed Securities (page 7); Residential Mortgage-Backed Securities

Thomas D. Peeney, Esq.
Page 5
February 27, 2025

(page 8); Collateralized Loan Obligations (page 9); Emerging Markets Risk (page 20); and
Derivatives Risk (page 21).  Given that investing in each of these types of investments is
identified as a principal risk, please describe such investments under “P rincipal Strategies”
or explain to us why it is not necessary to do so.
24. On page 10, the first sentence of the “Loan Invest ment Activities” risk factor states that the
Fund may invest in “debt or e quity financing.”  Please specif y what investments are made
when the Fund invests in “debt or equity financing.”
25. On page 13, the first sentence of the fourth paragraph under “Nature of Loan Priority and
Security”, refers to “accordion . . . provisions ”.  Please disclose wh at accordion provisions
are in plain English.  See Rule 421(b)(4) under the Securities Act.
26. On page 19, the first sentence under “Focused Investment Risk” describes certain risks to
the extent the Fund focuses its investments in a particular sector or country.  If the Fund will
be focused on a particular sector or country at  launch, please disclose the specific risks of
that sector or country under “Princip al Risks of Investing in the Fund”.
27. On page 20, the last sentence under “Emergi ng Markets Risk” states that investing in
securities of issuers based or doing business in emerging markets entails all of the risks of
investing in securities of foreign issuers.  Pl ease consider adding a risk factor describing the
risks of investing in foreign issuers.
Summary of Fund Expenses (pages 22 – 24)
28. Footnote 4 describes the Management Fee Wai ver Agreement under which the Adviser has
agreed to waive the Management Fee “t hrough at least April 30, 2026.”  Footnote 10
describes the Expense Limitation and Reimbursement Agreement which will also be in effect “through at least April 30, 2026.”  Please co nfirm that the Management Fee Waiver
Agreement and the Expense Limitation and Reimbursement Agreement (and the related line
item in the fee table specifying the amount of  fees waived or re imbursed) will only be
included in the fee table and reflected in the examples if such agreements extend for at least one year from the effective date of  this registration statement.
29. Footnote 7 states that the table assumes the use of leverage in an amount equal to 20% of the
Fund’s Managed Assets.  Please al so disclose the use of levera ge in an amount based on the
Fund’s net assets.
30. Footnote 10 describes the Expense Limitation and Reimbursement Agreement.  As it appears
that amounts waived pursuant to the Management  Fee Waiver Agreement also appear in the
fee table line item associated with this footnote, please also describe the Management Fee
Waiver Agreement in Footnote 10.  Please also disclose any ab ility of the Adviser to recoup
waived expenses under either of these agreemen ts and briefly describe the terms of such
recoupments.

Thomas D. Peeney, Esq.
Page 6
February 27, 2025

31. The second sentence introducing the Examples st ates that the “fee waiver is taken into
account only for the one-year expense example. ”  Please specify which fee waiver(s) are
being referred to here, usi ng the defined terms.
32. In the Example disclosure, pl ease replace the language “if you redeem your Shares” and “if
you do not redeem your Shares” with language that  references Shares being repurchased or
not repurchased.  Also, please explain to us why two sets of examples are included given that
the Example assumes a $1,000 investment in Sh ares and the CDSL for Class A Shares only
applies to purchases of $250,000 or more.
Financial Highlights (page 25)
33. Please replace “performance” with “highlights”.
The Fund’s Investment Objective and Principal Strategies (pages 28 – 29)
34. Please disclose if the investment objective may be changed without a vote of the holders of a
majority of voting securities.  See Item 8.2.a. of Form N-2.
Investment Philosophy and Process — Underwriting/Diligence (pages 31 – 33)
35. On page 32, please revise the following disclosure  so that it is in plain English: “skim”, “to
be ramped” and “headline risk”.  See Rule 421(b)(4) under Securities Act.
Investment Philosophy and Process — Risk Monitoring (pages 33 – 34)
36. On page 33, the first sentence of the fourth para graph of this section refers to “CoStar”.
Please disclose what kind of entity CoStar is.
Leverage (pages 35 – 36)
37. The first sentence of this section states the Fund intends to add levera ge to its portfolio by
utilizing borrowings, including through one or mo re subsidiaries.  Please respond to the
following comments regarding subsidiaries.  Note that the term “subsidiary,” when used in
items c, d, e and f below, refers to an entity (regardless of whether or not the Fund set up the
entity) that: (1) is “primarily controlled” by the Fund; and (2) primarily engages in investment activities in s ecurities or other assets.  “Primar ily controlled” means: (1) the Fund
controls the unregistered entity within the m eaning of Section 2(a)(9) of the 1940 Act, and
(2) the Fund’s control of the unregistered entity is greater than that of any other person.
a. Please confirm to us that the financial statements of any wholly-owned or substantially-
owned subsidiaries will be c onsolidated with those of th e Fund.  If not, please explain
why not.
b. Please tell us if any of the Fund’s wholly-own ed or substantially-owned subsidiaries will
charge a management fee.  If so, please c onfirm to us that th e management fees
(including performance fees) of any subsid iary whose financial statements are
consolidated with those of the Fund wil