SecProbe.io

July 2, 2025
VIA E-MAIL
Ms. Kelly P. Carr, Esq.
Chapman & Cutler LLP320 S. Canal St., 27
th
Chicago, IL 60606
Re: TCG Strategic Income Fund (the “Fund”)
       File No. 333-287783
Dear Ms. Carr:
On June 4, 2025, you filed a registration statement on Form N-2 (“Registration
Statement”) on behalf of TCG Strategic Income Fund (the “Fund”) to register certain
shares of the Fund (the “Shares”).  We have reviewed the registration statement and have
provided our comments below. Where a comment is  made with regard to  disclosure in one
location, it is applicable to a ll 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.
PROSPECTUS
COVER PAGE, Pages 1-4 (Unnumbered)
1. The Cover Page is currently comprised of 4 pages, including information that is not
required by Form N-2. Instruction 2 to Item 1 of Form N-2 permits inclusion of other information if it does not impede understa nding of the required information by, among
other things, "the quantity" of such additiona l information.  Please shorten the cover pages
to remove extraneous information cove red in the summary and elsewhere in the
Registration Statement, including:
(a) details related to the prin cipal investment strategies in  paragraphs 2 through 5 of the
section entitled “Principal Investment Strategies”;
(b) the second paragraph of the section entitled “Risks” ;and
(c) the section entitled “Investment Adviser” on page 3.
2. On the second page of the Cover Page in the section entitled “Interval Fund/Repurchase
Offers”, consider adding disclosure regarding the timing of the first anticipated repurchase
offer.

Ms. Kelly P. Carr, Esq .
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July 2, 2025

   SUMMARY OF TERMS, pages 1-12
3. The second paragraph of the section entitled "The  Fund” on page 1 states in brackets that
the Fund intends to apply for exemptive relief to offer multiple classe s.  Please explain
supplementally to the staff if and when th e Fund intends to apply for such exemptive
relief.
4. The second paragraph of the section entitled "Investment Opportunitie s and Strategies” on
page 1 states that the Fund leverages the expertise and experience of the Adviser.  The section entitled “The Adviser” on page 1 states that the Adviser is newly formed but is an affiliate of the Tannenbaum Ca pital Group.  Please reconcile the disclosure to clarify
whether the Fund is relying on the newly fo rmed Adviser or the experience of its
affiliates.  If the Adviser has not managed similar strategies, or has not managed a registered fund, please ensure th at descriptions of the Advise r’s expertise and experience
are qualified appropriately.
5. The second paragraph of the section entitled “Investment Opportun ities and Strategies”
states that the Adviser prioritizes “credit inve stments with asset cove rage.” In appropriate
locations, discuss the types of assets that will serve as collateral, as well as the Adviser’s experience analyzing such assets and par ticipating in workouts or restructurings.
6. Page 1 discloses that the Fund is non-diversified which is not explained in the summary of
principal strategies. The first paragraph on page 2 states th at the Fund allocates assets
"across a wide range of diversified credit stra tegies.” Please reconcile and explain that the
Fund is non-diversified and what that means for the strategy and explain the difference
between being non-diversified as to issuer but  what the Fund means by investing in a wide
range of “diversified credit strategies” in the summary and Item 8 as appropriate.
7. The third full paragraph discloses that the F und seeks to deliver attractive risk-adjusted
returns "in less correlated income streams to our investors."  Please explain what the phrase "less correlated income streams” means
.
8. The first sentence of the sub-section entitled “Private Credit” on page 2 states that private
credit strategies focus on lending solutions “often  secured by financial or physical assets.”
There are different words used to verbally de scribe the amount of assets that will have
collateral (page 2, second paragraph the word “principally” is used, and on page 2 “often”
is used and page 17 uses the word “focused” to  describe the assets with collateral. Please
clarify the amount of assets that will be  collateralized and harmonize the verbal
descriptors used to describe  generically the quantity of such collateralized assets
9. The first bullet point under the sub-section en titled “Liquid Credit” on page 3 states that
the Fund focuses on "high yield corporate bonds " and leveraged loans providing a balance
between income generation, capital preservati on and liquidity.  Please add a descriptor
after "high yield corporate bonds" to identif y those as junk bonds or lower rated bonds.
Also, please supplementally explain to the st aff and disclose, as appropriate, how high
yield corporate bonds and leveraged lo ans provide capital preservation.
10. The fourth bullet point under the sub-section entitled “Liquid Credit” on page 3 describes
temporary investments. Please explain supplementally to the staff whether the temporary

Ms. Kelly P. Carr, Esq .
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   investments are limited to investments in lieu of Liquid Credit investments and if not,
consider moving this discussion to a separate heading applicable to the Fund as a whole.
11. The sub-section entitled “Other Investments” on page 3 describes other investments that
the Fund could invest in subject to its  investment objectiv e and policies.
a) Please clarify whether these other investments are part of the Fund's 80% policy or
included within the 20% of other inves tments that the Fund could invest in.
b) If derivatives will be used as principa l strategy, please identify with specificity the
instruments that could be used and their purpose ( i.e., to obtain synthetic exposure or
for hedging purposes).  Please include co rresponding summary risk disclosure as
appropriate.
c) Please clarify whether dividend-paying equities are included in the Fund’s 80%
policy as preferred securities and convertible bonds are descri bed as part of the Fund's
liquid credit on page 3.
12. Please add summary disclosure describing materi al conflicts of inte rest the Adviser may
have in managing the Fund a nd addressing the conflicts’ pot ential impact to the Fund and
its investors.  For example, the fourth pa ragraph of the section entitled “Leverage” on
page 4 includes some risk disclo sure regarding the use of leve rage. If the use of leverage
will increase the advisory fee to the Adviser consider disclosing that impact.
13. The third paragraph of the section entitled “Management Fees” on page 4 discloses that
the Fund will bear the equitable share paid to personnel of the Adviser and/or its affiliates.
If the Adviser or Fund will utilize a resource sharing arrangement w ith its Affiliate(s)
please explain supplementally to the staff the nature of any such arrangement that, at a
minimum, addresses the following:
a) Identify whether there is a written resour ce sharing agreement in place and provide
the staff with a copy of the agreement;
b) Identify each Affiliate that may provide  investment management or trading
services to the Fund;
c) Identify the country of organization of any such Affiliate that may provide
investment or trading services to the F und, how it is affiliated with the Adviser,
whether the Affiliate is a registered entity with the Commission, and identify the
owners of the Affiliate;
d) In your response, address : (i) the specific services the Affiliate and its employees
will provide the Fund and why those servic es do not amount to advisory services
provided to the Fund; (ii) the extent  to which the Fund will depend on the
Affiliate’s personnel and res ources for investment opport unities; (iii) whether the
Affiliate’s personnel who provi de investment advice with  respect to the Fund will
be supervised persons of the Adviser unde r section 202(a)(25) of the Investment
Advisers Act of 1940; (iv) whether and wh at fees are paid to the Affiliate; (v)
whether the Affiliate is considered a fi duciary with respect to the Fund; (v)

Ms. Kelly P. Carr, Esq .
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   confirm that the records created by the portfolio managers required under the 1940
Act are records of the Fund and the location where they will be maintained.
e) Please explain if Affiliates of the Adviser are providing investment or trading
services to the Fund subject to an ag reement, why the agreement is not an
investment advisory agreement subject to the 1940 Act.
f) Please explain if the Fund or Adviser are relying on any no-action relief with
respect to any resource sharing arrangeme nt between the Fund, the Adviser or any
of the Adviser’s Affiliates.
14. In the section entitled “Co-Investment” on page 7 states that the Fund intends to apply for
an exemptive order from the SEC to pe rmit co-investments alongside other funds
managed by the Adviser and aff iliate.  Please explain supplementally to the staff when the
Fund intends to apply for such investment relie f and explain in the a ppropriate risk section
the risks of not obtaining such an order.
15. The second sentence of the first paragraph of  the section entitled “Risk Factors” beginning
on page 10 discloses that the bullet points below are a summary “of some of the principal
risks”.  Please amend the third sentence to insert the word “principal” before the word risks. Disclosure included in response to It em 8.3 of Form N-2 should include a complete
discussion of all of the principal risks of the Fund.
16. The second bullet point under the section entitle d “Risk Factors” on page 10 states that
because of the illiquidity and leveraged nature  of some private credit loans could make
them difficult to value and exit which could result in the Fund being concentrated in
specific industries.  Please reconcile this di sclosure with the Fund's stated fundamental
policy in the Statement of Additional Inform ation that the Fund will not concentrate and
align the disclosure contained in respons e to Item 8.2 and 8.3 of Form N-2.
SUMMARY OF FEES AND EXPENSES, pages 13-14

17. The section entitled “Summary of Fees and Expenses” on page 13 includes a line item for
Acquired Fund Fees and Expenses. However, th e summary of the principal strategies did
not contain any strategy of inve sting in other funds.  Please explain supplementally to the
staff the extent to which the Fund intends to invest in other funds and the types of other
funds.  Please also align the disclosure of the Fund's investment strate gies to state clearly
that the Fund could invest in other funds a nd the types of other funds.  The staff could
have additional comments.
18. Footnotes 5 and 8 of the Fee Table refere nce amounts waived for management fees,
operating expenses and organiza tional and offering costs.
a) Please disclose in such footnotes whethe r these waived expenses are subject to
recoupment and the time period for recoupment.
b) Please supplementally confirm that th e Management Fee Waiver and Expense
Limit waiver will be in effect for at least one year from the effective date of the registration statement.

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   c) Please provide an estimate of the initial organizational and offering costs
referenced in Footnote 8 of the Fee Table.
19. Please include a line item for Di vidend Reinvestment and Cash Purchase Plan Fees in the
Fee Table or explain why this is not applicable. See Item 3 of Form N-2.
USE OF PROCEEDS, page 16
20. Please explain supplementally to  the staff whether 18 months is the worst-case scenario
for the time period when proceeds could be inve sted.  Please amend this section to state
generally the anticipated time period to fully invest the assets. See Guide 1 to Form N-2
regarding expected time periods to invest proceeds of offerings.
INVESTMENT OBJECTIVES, OPPORTUNITIES AND STRATEGIES,  pages 17-27
21. The Fourth paragraph of the section entitled “Investment Strategies” on page 17 discloses
that the Adviser's bottom-up flexible approach is rooted in providing investors with access
to a broad and diversified set of credit products. Please provide  disclosure in this section,
or another appropriate section of the Registration Statem ent, describing how the Adviser
seeks to maintain a broad and diversified set of cr edit products given the earlier disclosure
in the summary that stated that the illiquidity and leveraged aspects of certain loans could result in the Fund being concentrated in certain industries.
22. The third bullet of the section entitled “Legal Documentation and Post-Closing Steps” on
page 22 states that the portfolio is pro actively managed to monitor ongoing performance
and loan covenant compliance. Consider addi ng disclosure, if accurate, regarding whether
the portfolio is managed also to monitor di versification and concen tration issues that
could arise after initial investment.  Please also disclose how the Adviser seeks to manage
these issues and risks after the initial investment.
23. The fourth sentence of the section entitled “L everage” on page 22 states that the Fund may
employ leverage through issuing preferre d shares. Please confirm in correspondence
whether the Fund intends to issue preferred shar es within one year from the effective date
of the Registration Statement.
PRINCIPAL RISKS OF THE FUND, pages 27-64
24. Please amend the first sent ence of the first paragraph under the section entitled
“PRINCIPAL RISKS OF THE FUND ” on page 27 to insert the word “material” before
the phrase “risk factors”.
25. The risk factor entitled “Subsidiaries Risk” on page 45 states that the Fund in the future
could invest in entities that w ill be primarily cont rolled by the Fund that primarily engage
in investment activities in securities or other assets (hereafter a “Subsidiary”). Please respond to the following comments rega rding any such Subsidiary.
a) To the extent that the Fund establishes a Subsidiary please identify the custodian
of any such Subsidiary in  the registration statement;
b) Disclose any of the Subsidia ry’s principal investment st rategies or principal risks
that constitute principal inve stment strategies or risks of the Fund. The principal

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   investment strategies and pr incipal risk disclosures of a fund that invests in a
Subsidiary should reflect aggregate opera tions of the fund and the subsidiary.
c) Confirm to us that the board of director s of any Subsidiary, including those that
may be organized outside of the United States, will agree to designate an agent for
service of process in the U.S.; and (ii) will agree to inspection by the staff of the Subsidiary’s books and records, which w ill be maintained in accordance with
Section 31 of the Investment  Company Act of 1940; and
d) Explain in correspondence whether the fina ncial statements of any Subsidiary will
be consolidated with those of the F und.  If not, please explain why not.
26. Please explain supplementally to the staff whether the term “i nvestment companies” in the
second sentence of the section entitled “Inves tments in Underlying Investment Companies
or Business Development Companies Risk” on page 49 means investme nts in unregistered
funds as well as BDCs. If so, please disclose th at such private funds are not subject to the
same protections under the 1940 Ac t as registered funds are .
27. Consider including in the section entitled “Investments in Underlying Investment
Companies or Business Developm ent Companies Risk” on page 49, if accurate, that such
investments companies and BDCs could also have incurred leverage subjecting the Fund
to the risks of leverage in t hose investments and the difficulty in valuing such investments.
MANAGEMENT OF THE FUND, pages 65-68
28. In the section entitled “Investment Advise r” on