SEC Company Response from TCG Strategic Income Fund (CIK 0002070546) — Aug 21, 2025
TCG Strategic Income Fund (CIK 0002070546)
Date: Aug. 21, 2025 · CIK: 0002070546 · Accession: 0001829126-25-006626
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File numbers found in text: 333-287783
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Kelly Pendergast Carr
Partner
Chapman and Cutler LLP
320 South Canal Street, 27th Floor
Chicago, Illinois 60606
T 312.845.3720
kcarr@chapman.com
August 21, 2025
Via EDGAR Correspondence
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Re:
TCG Strategic Income Fund
File No. 333-287783
Dear Ms. Smiley:
This letter responds to your comments regarding the registration statement filed on Form N-2 for the TCG Strategic Income Fund (the “Registrant”) with the Staff of the Securities and Exchange Commission (the “Staff”) on June 4, 2025 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed
to them in the Registration Statement.
Comment 1 – Prospectus – Cover Page, pages 1-4
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 understanding of the required information by, among
other things, “the quantity” of such additional information. Please shorten the cover pages to remove extraneous
information covered in the summary and elsewhere in the Registration Statement, including:
(a)
details related to the principal 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.
Response to Comment 1
The referenced disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.
August 21, 2025
Page 2
Comment 2 – Prospectus – Cover Page, pages 1-4
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.
Response to Comment 2
The referenced disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.
Comment 3 – Prospectus – Summary of Terms, pages 1-12
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 classes. Please explain supplementally to the Staff if and when the Fund intends to apply for such exemptive relief.
Response to Comment 3
The Registrant filed an application for exemptive relief to offer multiple share classes
on July 21, 2025. The Registration Statement has been updated accordingly.
Comment 4 – Prospectus – Summary of Terms, pages 1-12
The second paragraph of the section entitled “Investment Opportunities 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
Capital Group. Please reconcile the disclosure to clarify whether the Fund is relying
on the newly formed Adviser or the experience of its affiliates. If the Adviser has
not managed similar strategies, or has not managed a registered fund, please ensure
that descriptions of the Adviser’s expertise and experience are qualified appropriately.
Response to Comment 4
Pursuant to the Staff’s comment, the Registration Statement has been revised to clarify that the Fund is
relying on the expertise and experience of the principals of the Adviser, as reflected in Exhibit A. The Registrant notes that the Fund’s portfolio managers have experience managing similar strategies, which is reflected
in the section entitled “Portfolio Management.”
August 21, 2025
Page 3
Comment 5 – Prospectus – Summary of Terms, pages 1-12
The second paragraph of the section entitled “Investment Opportunities and Strategies” states that the Adviser prioritizes “credit investments with asset coverage.” In appropriate locations, discuss the types of assets that will serve as collateral,
as well as the Adviser’s experience analyzing such assets and participating in workouts or restructurings.
Response to Comment 5
The above-referenced disclosure has been revised to remove the statement that the Adviser prioritizes credit investments with asset coverage, as reflected in Exhibit A. However, the Registrant has revised the disclosure to clarify the types of assets that will serve as collateral for the Fund’s private credit portfolio. With respect to the types assets that will serve as collateral, the Registrant directs the Staff to the following disclosure of the Registrant’s revised prospectus: “The Fund’s private credit portfolio will be primarily composed of privately originated debt
collateralized by financial or physical assets, such as infrastructure, real estate,
commercial finance (including equipment and aircraft leasing), royalty finance, receivables,
and/or other tangible or intangible assets or issued to companies, which the Adviser
assesses to have sufficient cash flow and/or enterprise value coverage” as well as to the descriptions of the asset coverage provided under the bullet points in the section entitled “Investment Strategies—Private Credit” included in the Registrant’s revised prospectus, as reflected in Exhibit A.
Comment 6 – Prospectus – Summary of Terms, pages 1-12
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 that the Fund allocates
assets “across a wide range of diversified credit strategies.” 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.
Response to Comment 6
The referenced disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.
Comment 7 – Prospectus – Summary of Terms, pages 1-12
The third full paragraph discloses that the Fund 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.
August 21, 2025
Page 4
Response to Comment 7
The above-referenced disclosure has been removed, as reflected in Exhibit A.
Comment 8 – Prospectus – Summary of Terms, pages 1-12
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 describe 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.
Response to Comment 8
The referenced disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A.
Comment 9 – Prospectus – Summary of Terms, pages 1-12
The first bullet point under the sub-section entitled “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 preservation
and liquidity. Please add a descriptor after “high yield corporate bonds” to identify those as junk bonds or lower rated bonds. Also, please supplementally
explain to the Staff and disclose, as appropriate, how high yield corporate bonds and leveraged loans
provide capital preservation.
Response to Comment 9
The referenced disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A. Disclosure regarding high yield corporate bonds and leveraged loans providing capital preservation has been removed.
Comment 10 – Prospectus – Summary of Terms, pages 1-12
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 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.
August 21, 2025
Page 5
Response to Comment 10
The referenced disclosure has been revised to be a separate heading in accordance with the Staff’s comment, as reflected in Exhibit A.
Comment 11 – Prospectus – Summary of Terms, pages 1-12
The sub-section entitled “Other Investments” on page 3 describes other investments that the Fund could invest in subject to its
investment objective and policies.
(a)
Please clarify whether these other investments are part of the Fund’s 80% policy or included within the 20% of other investments that the Fund could invest
in.
(b)
If derivatives will be used as principal 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 corresponding 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 described as part of
the Fund’s liquid credit on page 3.
Response to Comment 11
Please refer to the Registrant’s responses below, as reflected in Exhibit A:
(a)
The Registrant confirms that “Other Investments” are included in the Fund’s 80% investment policy and that anything that meets such investment policy is intended
to apply, which may include “other investment opportunities as deemed appropriate by the Adviser.”
(b)
The Registrant confirms that derivatives will not constitute a principal investment
strategy of the Fund. The Registrant has removed disclosure regarding derivatives from the Fund’s principal investment strategies. However, the Registrant continues to disclose its ability to invest in derivatives in its statement of additional
information.
(c)
The Registrant confirms that dividend-paying equity securities fall within the Fund’s 80% investment policy.
August 21, 2025
Page 6
Comment 12 – Prospectus – Summary of Terms, pages 1-12
Please add summary disclosure describing material conflicts of interest the Adviser
may have in managing the Fund and addressing the conflicts’ potential impact to the Fund and its investors. For example, the fourth paragraph
of the section entitled “Leverage” on page 4 includes some risk disclosure regarding the use of leverage. If the use
of leverage will increase the advisory fee to the Adviser consider disclosing that
impact.
Response to Comment 12
The referenced disclosure has been revised in accordance with the Staff’s comment, as reflected in Exhibit A. The Registrant notes that the use of leverage will not increase the advisory fee to the Adviser, as the advisory fee will not be charged on assets attained through leverage.
Comment 13 – Prospectus – Summary of Terms, pages 1-12
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 with 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 resource 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 Fund, 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 services 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 resources for investment opportunities; (iii) whether the Affiliate’s personnel who provide investment advice with respect to the Fund will be supervised
persons of the Adviser under section 202(a)(25) of the Investment Advisers Act of 1940; (iv) whether and what fees are paid
to the Affiliate; (v) whether the Affiliate is considered a fiduciary with respect
to the Fund; (vi) 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.
August 21, 2025
Page 7
(e)
Please explain if Affiliates of the Adviser are providing investment or trading services
to the Fund subject to an agreement, 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 arrangement between the Fund, the Adviser or any of the Adviser’s Affiliates.
Response to Comment 13
The
Registrant’s Adviser confirms that all investment advisory services, trading services and investment advice will be provided by
supervised persons of the Adviser. No investment advisory services, trading services nor investment advice will be provided to the Adviser
or the Registrant by an affiliated entity of the Adviser. Certain of the Adviser’s supervised persons are separately engaged by
certain of the Adviser’s registered investment adviser affiliates and supervised persons of such affiliate advisers, as well. The
Registrant confirms that the records created by the Registrant’s portfolio managers that are required under the 1940 Act will be
records of the Registrant and will be maintained at locations identified in Part C to the Registrant’s registration statement. The
Adviser does not anticipate depending on its affiliates for investment opportunities. If the Staff grants the Registrant’s application
for exemptive relief, we note that the Registrant may co-invest in certain opportunities alongside certain clients or ac