SecProbe.io

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 April 17, 2026

 VIA
EDGAR

 Attn: Mr. Kenneth Ellington

 Division of Investment Management, Disclosure Review and Accounting Office

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-0504

 Re: 1WS Credit Income Fund (the "Fund"); File No. 811-23368

 Dear Mr. Ellington:

 Set forth below is our response
to the comments received from you on March 2, 2026 in connection with your review of the shareholder report filed on Form N-CSR (the "Annual
Report") for the period ended October 31, 2025 for the Fund. For your convenience, your comments are bolded and presented below,
and each comment is followed by our response. Capitalized terms used and not otherwise defined herein shall have the same meanings ascribed
to them in the Annual Report.

 Responses to Comments

 1.

 Comment:

 Please confirm in correspondence that the Fund ' s unfunded commitments are " fair valued" in accordance with ASC 820.

 Response:

 Confirmed.

 2.

 Comment:

 Please supplementally provide the percentage of the Fund ' s total assets that were invested in each SPV/subsidiary that is a consolidated entity ( i.e. , the Cayman Islands SPV and REIT SPV) as of the most recent fiscal year end. Please also disclose these percentages in the notes to the financial statements in Reports going forward.

 Response:

 For the year ended October 31, 2025, the Fund had investments in the Cayman Islands SPV and REIT SPV which comprised 11.05% and 0.29%, respectively, of the Fund's total net assets. The Fund had no other investments in SPVs/subsidiaries that were consolidated entities with the Fund. The requested disclosure will be included in future Annual Reports and Semi-Annual Reports of the Fund.

 3.

 Comment:

 Going forward, please add a footnote to the financial highlights for Class A-2 stating that "the total investment return does not reflect sales load" in accordance with General Instruction 13b to Item 4.1 of Form N-2.

 Response:

 The requested disclosure will be included in future Annual Reports and Semi-Annual Reports of the Fund.

 1

 4.

 Comment:

 It appears there is no disclosure regarding Accounting Standards Update 2023-07 Segment Reporting (Topic 280) (the "ASU"). This guidance was applicable to all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. In future reports, please include the information required by the ASU.

 Response:

 Applicable disclosure regarding the ASU will be included in future reports.

 * * * * *

 Should the Staff have any further comments
or questions, please contact me at (212) 905-9106 or by e-mail at george.silfen@alston.com. Thank you for your attention to this matter.

 Very truly yours,

 /s/ George M. Silfen

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George M. Silfen

Partner

T 212.715.9522

F 212.715.8422

gsilfen@kramerlevin.com

1177 Avenue of the Americas

New York, NY 10036

November 13, 2023

  VIA EDGAR

Mr. Chad D Eskildsen

Division of Investment Management, Disclosure Review and Accounting Office

U.S. Securities and Exchange Commission

100 F Street, N.W.

Washington, DC 20549

 Re: 1WS Credit Income Fund (the “Fund”); File No. 811-23368

Dear Mr. Eskildsen,

Set forth below is our response to the comments received
from you on October 30, 2023 in connection with your review of the shareholder report filed on Form N-CSR (the “Annual Report”)
for the period ended October 31, 2022 for the Fund. For your convenience, your comments are bolded and presented below, and each comment
is followed by our response.

 1. Page 1, Notes to Financial Statements: The Fund has identified itself as a “non-diversified”
fund in the Annual Report. However, from the schedule of investments, it appears that the Fund is operating as a “diversified”
fund. If the Fund has been operating as a diversified fund for more than three (3) consecutive years, confirm that the Fund will receive
shareholder approval for it to change back to a non-diversified fund.

The Fund has not been operating as a diversified
fund for three (3) consecutive years.

 2. Page 3, Portfolio Composition and Net Return Attribution – Portfolio Composition 10/31/22
Column: The amounts as included in the financial statements do not appear to conform to the portfolio composition disclosed in the
Annual Report. Please provide the calculations used to arrive at the percentages in the column on portfolio composition.

  Kramer Levin Naftalis & Frankel LLP
  New
                         York | Silicon Valley | Paris

  Mr. Chad D Eskildsen

  November 13, 2023

The calculations used to arrive at the
Portfolio Composition Table on page 3 of the Annual Report were derived based on the Schedule of Investments in the Annual Report, and
the back-up supporting those calculations are attached as Exhibit A. We note that the Portfolio Composition Table breaks out European
ABS and European RMBS into a separate category (given their somewhat different risk profile); whereas in the Schedule of Investments,
all Asset-Backed Securities and Residential Mortgage-Backed Securities were grouped into a single category (consistent with standard financial
statement reporting practice). The attached back-up reflects a reconciliation that ties back the differences between the Portfolio Composition
Table and Schedule of Investments.

 3. Page 4: The Fund appears to have significant use of derivatives during the reporting period,
but there is no discussion of how derivatives impacted the Fund’s performance in the Management Discussion of Fund Performance (MDFP)
section of the Annual Report. The MDFP should include a discussion on the Fund’s use of derivatives going forward, especially given
Barry Miller’s (Investment Company Institute) letter dated July 30, 2010 on derivatives-related disclosures.

We note the comment.

 4. Page 27-Note 4 -Fees and Expenses; Footnote 11 from Most Recent Prospectus Fee Table: The disclosures
in the financial statements should mirror the most recent prospectus with regard to the waiver recoupment provisions.

We note the comment.

 5. Item 4-Audit Services Item 4(i) and 4(j)-Holding Foreign Companies Accountable Act: There is a new requirement on the Form
N-CSR under items 4(i) and 4(j) related to the Holding Foreign Companies Accountable Act. The Fund should be aware of potential disclosures
related to this going forward.

We note the comment.

*	*	*	*	*

We believe that these responses fully address your
comments. If you have any questions regarding the responses or require further information, please call me at (212) 715-9522. Thank you
for your assistance regarding this matter.

Sincerely,

  /s/ George M. Silfen

  George M. Silfen

  GMS

    2

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            1WS CREDIT INCOME FUND

            1290 Avenue of the Americas, 34th Floor

            New York, New York 10104

            ALPS DISTRIBUTORS, INC.

            1290 Broadway, Suite 1100

            Denver, Colorado  80203

    January 15, 2019

    VIA EDGAR

    Securities and Exchange Commission

    Division of Investment Management

    100 F Street, N.E.

    Washington, DC 20549-0505

            Re:

            1WS Credit Income Fund (the “Fund”)

            Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2

            File Nos.: 333-226768 and 811- 23368

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “1933 Act”), we, the Fund, and ALPS Distributors, Inc., the
        principal underwriter for the Fund, respectfully request acceleration of the effective date of the Fund’s Registration Statement on Form N-2 (the “Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on
        August 10, 2018 and amended on January 15, 2019 (“PEA No. 1”), to as soon as possible after January 15, 2019.

    We have addressed your comments that we received via telephone on December 4, 2018 in connection with the Fund’s Registration Statement,
        and they are included in the transmittal letter filed together with PEA No. 1.  Further, we are aware of our obligations under the 1933 Act and believe that such acceleration would be consistent with the obligation of the SEC to have due regard for
        the protection of investors and would not be inconsistent with the purposes and policies of the Investment Company Act of 1940, as amended.

    In addition to the above, the Fund acknowledges that:

              •

                the Fund is responsible for the adequacy and accuracy of the disclosure in the filing;

              •

                should the SEC or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the
                    filing;

              •

                the action of the SEC or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Fund from its full responsibility for
                    the adequacy and accuracy of the disclosure in the filing; and

              •

                the Fund may not assert the action as a defense to any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

    If you have any questions regarding this request, please contact George Silfen of Kramer, Levin, Naftalis & Frankel LLP at (212)
        715-9522.  Thank you for your assistance regarding this matter.

    Very truly yours,

            1WS CREDIT INCOME FUND

            ALPS DISTRIBUTORS, INC.

            By: /s/ Kurt Locher

            Title: Chief Executive Officer

            By:  /s/ Steven B. Price

            Title: SVP, Director of Distribution Services

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      KRAMER LEVIN NAFTALIS & FRANKEL LLP

              George M. Silfen

              Partner

              Phone  (212) 715-9522

              GSilfen@KramerLevin.com

                November 21, 2018

      VIA EDGAR

      Dominic Minore, Senior Counsel

      United States Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C. 20549

                RE:

                  1WS Credit Income Fund (the “Fund”)

      Registration Statement on Form N-2

      File Nos.: 333-226768 and 811- 23368

      Dear Mr. Minore:

      Set forth below are the above-referenced Fund’s responses to the Staff’s
            comments received telephonically on November 1, 2018 regarding the Fund’s Registration Statement on Form N-2 (the “Registration Statement”).  The Fund has
          considered your comments and has authorized us to make on its behalf the responses discussed below.

      The Fund’s responses to the comments are set forth below.  For ease of reference, each comment is set forth in bold font and followed by
          the corresponding response.  Terms that are capitalized but not defined herein shall have the same meaning assigned to them in the Registration Statement. Appendix A shows various key disclosure changes addressing the comments that will be
          reflected in the Fund’s amended Registration Statement.

      1177 Avenue of the Americas   New York NY 10036-2714   Phone 212.715.9100   Fax 212.715.8000

      990 Marsh Road   Menlo Park CA 94025-1949   Phone 650.752.1700   Fax 650.752.1800

      47 Avenue Hoche   75008 Paris France   Phone (33-1) 44 09 46 00   Fax (33-1) 44 09 46 01

      www.kramerlevin.com

      Mr. Dominic Minore

      November 21, 2018

      Page 2

      Prospectus

      Investment Adviser

                1.

                  The Prospectus states that the Adviser will be registered with the SEC prior to commencement of the Fund’s operations. Please clarify that the Adviser
                      will be registered with the SEC prior to effectiveness of the Fund’s registration statement.

      We note that the Adviser is now registered with the SEC. The disclosure has been revised accordingly.

      The Offering (cover page)

                2.

                  Please add disclosure indicating that once the Fund has raised $25 million the Initial Offering will terminate and thereafter the Fund will offer its
                      Shares continuously.

      The requested disclosure has been added.

      Bullet Points (cover page)

                3.

                  Please add the following language: “An investment in the Fund may not be suitable for investors who may need the money they invest in a specific
                      timeframe”

      The requested disclosure has been added.

      Investment Strategies and Policies (Summary)

                4.

                  The amended disclosure states: “The Fund may also invest indirectly in any of the
                        foregoing instruments through: (i) investing in other funds, including exchange traded funds (“ETFs”) and funds that are excluded from the definition of “investment company” under the 1940 Act solely by reason of Section 3(c)(1) or
                        Section 3(c)(7) of the 1940 Act, that are primarily invested in Credit Investments;…” Please insert after “including exchange traded funds
                        (“ETFs”) and” the following: “up to 15% of its net assets in”.

      The requested disclosure has been added.

      Fees and Expenses

                5.

                  The amended fee table, footnote 8 (regarding Acquired Fund Fees) - Please disclose that Acquired Fund Fees does not include the indirect costs that the
                      Fund incurs as a result of its investments in REITs.

      The requested disclosure has been added.

                6.

                  In the same footnote, please change any references to the “Company” to the “Fund.”

      The requested change has been made.

        2

      Mr. Dominic Minore
        November 21, 2018

        Page 3

      APPENDIX A

                7.

                  First paragraph: “The Other Investment Vehicle represents the longest track record available among all similarly managed accounts by the Adviser. This
                      Appendix contains investment performance information for [  ] (from inception) which is also managed by the Fund’s portfolio manager.” Please revise to clarify that the Appendix contains information only for the Other Investment
                      Vehicle.

      We have determined not to include related account performance information in the Prospectus; as such, the referenced disclosure has been
          deleted.

                8.

                  In the same paragraph: “The Adviser, using the same personnel as those managing the Fund, manages [  ] (the “Other Investment Vehicle”) which has a
                      substantially similar investment program to that of the Fund.” Per Nicholas Applegate, please revise “which has a substantially similar investment program to that of the Fund” to “which has substantially similar investment objectives,
                      strategies and policies as the Fund.”

      The referenced disclosure has been deleted.

                9.

                  Generally, Per Nicholas Applegate, the performance of all funds of the Adviser with substantially similar investment objectives, strategies and
                      policies as the Fund should be included in the performance shown in the Appendix. If other funds of the Adviser are not included, please disclose that the performance shown is not materially different than the performance information
                      of such other investment vehicles that are not included.

      The referenced disclosure has been deleted.

                10.

                  In the same paragraph: “The Adviser, using the same personnel as those managing the Fund, manages [  ] (the “Other Investment Vehicle”) which has
                      substantially similar investment objectives, strategies and policies as the Fund.” Please revise the disclosure to clarify that the Adviser manages the Fund using the same personnel jointly and principally responsible for the
                      portfolio management of the Other Investment Vehicle which has substantially similar investment objectives, strategies and policies as the Fund.

      The referenced disclosure has been deleted.

                11.

                  Please clarify that 1WS Capital Advisors, LLC is using the same personnel as its managing member, One William Street Capital Management, L.P.

      The referenced disclosure has been deleted.

                12.

                  Please add immediately under the header “Appendix A- Portfolio Manager Performance Information” – “The following is not the performance of the Fund.”

      The referenced disclosure has been deleted.

                13.

                  In the Second paragraph, please move the statement in all caps re past performance to a separate paragraph immediately above the “Average Annual Total
                      Returns” Table.

      The referenced disclosure has been deleted.

        3

      Mr. Dominic Minore
        November 21, 2018

        Page 4

      Statement of Additional Information

      Fundamental Investment Restrictions of the Fund

                14.

                  Amended fundamental investment restriction (7): “except for the Fund’s intention to invest materially in commercial and residential mortgage-backed
                      securities/instruments . . .” Please state that the Fund is committed to investing materially in commercial and residential mortgage-backed securities/instruments.

      The referenced disclosure has been revised per SEC Rel. No. IC-7221 attached (See Acceptable Response #3 in the Release).

      Follow-Up Comments on Correspondence Filed
              October 16, 2018 (“October Response”)

                15.

                  With respect to October Response #20, please add disclosure in the prospectus that the Fund does not expect to issue preferred shares within the next
                      12 months.

      The requested disclosure has been added.

                16.

                  With respect to October Response #33, the amended disclosure states that the Fund may set up wholly-owned Cayman Islands subsidiaries. Please add
                      disclosure in the prospectus reflecting your responses to #33.a and 33.c. with respect to such subsidiaries.

      The requested disclosure has been added.

                17.

                  Discuss the Fund’s intention on how to treat any undistributed income of the Cayman Islands subsidiary as qualified income.

      Please see the following disclosure that has been added (which does not treat deemed distributions as qualifying income): “If we are
          treated as receiving a deemed distribution from a CFC, we will be required to include such distribution in our investment Fund taxable income (as ordinary income) regardless of whether we receive any actual distributions from such CFC, and we may
          need to distribute such income to satisfy the Annual Distribution Requirement and the Excise Tax Avoidance Requirement. Under proposed Treasury regulations, such deemed distributions would not count toward satisfaction of the 90% Income Test, except to the extent actually distributed to us.” [Emphasis added]

                18.

                  Please confirm that there are no principle investment strategies and principle risks of the Cayman Islands subsidiary that constitute principle
                      investment strategies and principle risks of the Fund which have not been disclosed.

      Confirmed.

                19.

                  Please confirm in the correspondence: (i) that the management fee, including any performance fee, and other expenses, of the Cayman Islands subsidiary,
                      will be included in the Management Fee and Other Expenses of the Fund, respectively (i.e., the Management Fee and Other Expenses line items in the Fee Table) in the aggregate.

      Confirmed.

                20.

                  Please confirm in the correspondence that the board of directors of the Cayman Islands subsidiary will agree: (i) to designate an agent for service of
                      process in the United States; and (ii) to inspection by the SEC Staff of the Cayman Islands subsidiary’s books and records and that such books and records will be maintained in accordance with Section 31 of the 1940 Act and the rules
                      thereunder.

      Confirmed.

        4

            Mr. Dominic Minore

            November 21, 2018

            Page 5

                21.

                  Please confirm that any advisory agreement of the Cayman Islands subsidiary even if entered into with an entity that is not the Adviser will be filed
                      with the SEC.

      Confirmed.

                22.

                  Regarding Comment/Response #43 of the Correspondence – please add disclosure in the Appendix that the performance of the Other Investment Vehicle has
                      been calculated in accordance with the standard SEC method.

       The referenced disclosure has been deleted.

                23.

                  With respect to October Response #15, regarding limits on the amount of Fund assets that may be invested in equity tranches of CDOs and CLOs. Based on a telephone
                      discussion on November 20, 2018, we have revised the disclosure in the “Investment Strategies and Policies” Section to state explicitly that there is no limit to Fund investments in CLOs and CDOs, including equity tranches of such
                      vehicles. We have also added disclosure in this Section referring to the heightened risk associated with such investments.

      *          *          *          *          *

        5

      Mr. Dominic Minore
        November 21, 2018

        Page 6

      In addition to the above, the Fund acknowledges that:

                ·

                  should the Securities and Exchange
                        Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

                ·

                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Fund from its full
                      responsibility for the adequacy and accuracy of the disclosure in the filing; and

                ·

                  the Fund may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

      The Fund believes that these responses fully address your comments.  If you have any questions regarding this response or require further
          information, please call me at (212) 715-9522.  Thank you for your assistance regarding this matter.

              Very truly yours,

              /s/ George Silfen

              George Silfen

       6

September 7, 2018
George M. Silfen, Esq.
Kramer Levin Naftalis & Frankel LLP1177 Avenue of the AmericasNew York, NY  10036
Re: 1WS Credit Income Fund (the “Fund”)
Registration Statement on Form N-2File Nos. 333-226768; 811-23368
Dear Mr. Silfen:We have reviewed the registration statement re ferenced above that was filed on August 10, 2018
and have the following comments.  Whenever  a comment is made in one location, it is
considered applicable to all similar disclosure appearing elsewhere in the registration statement.  Additionally, for convenience, we have gene rally organized our comments using headings,
defined terms and page numbers f ound in the registration statement.
Registration Statement
Prospectus
Outside Front Cover
Investment Adviser
1. Disclose that the Fund’s investment advi ser, 1WS Capital Advisors, LLC, is a newly
formed investment adviser that has no ex perience managing a registered closed-end
investment company that operates as an interval fund.
The Offering
2. The disclosure states that Institutional Cla ss Shares of the Fund are being offered in an
initial offering at a price of $20 per Share a nd that the Fund currently expects that its
Initial Offering will terminate immediately prior to the Fund’s commencement of operations.”  However, the disclosure further states that “after the Initial Offering is closed, our Shares will be offered on a con tinuous basis at the NAV per Share calculated
each day.”  Please expand the disclosure to  clarify whether the Fund has set a minimum
asset threshold that must be  satisfied prior to the commencement of its operations. Also,
in an appropriate place in the prospect us summary, please disclose the estimated
minimum dollar amount of capital that must be raised by the Fund which would enable it

2
 to sustain viable operations with a reason able chance of attaining its investment
objective.
3. The disclosure further stat es that “the Fund has applied for exemptive relief from the
United States Securities and Exchange Commission (the ‘SEC’) to issue multiple classes of Shares (including [ ] Class Shares) and to impose asset-based distribution fees and
early-withdrawal fees as applicable. Until such  exemptive relief is granted, the Fund will
only offer Institutional Class Shares, and upon receiving the exemptive relief, the Fund
will also offer [ ] Class Shares.” Nevertheless, the pricing table appearing on the outside front cover, the “Fees and Expenses” secti on of the prospectus, as well as other
disclosures appearing throughout the prospect us, provide specific in formation pertaining
to the [  ] Class Shares. Accordingly, in your response letter, please discuss the Fund’s plans to delay any request to accelerate the effectiveness of its registration statement, which contemplates the offering of multiple classes of shares and the imposition of asset-based distribution fees and early-withdrawal  charges, until such time as the Fund has
received the required exemptive relief.
4. In your response letter, please confirm that a ll of the information that precedes the section
captioned “Table of Contents” will appear on the outside front cover of the prospectus in at least 10-point type.
Prospectus Summary
Investment Strategies  and Policies (page 3)
5. The disclosure states that the Fund may invest  in deferred interest, pay-in-kind or zero
coupon bonds/notes. In the disclosure, clarify that  the higher yields and interest rates on
these securities reflect the payment deferral and increased credit risk associated with such instruments and that such investments may represent a significantly higher credit risk than coupon loans. Also clarify that these s ecurities may have unreliable valuations
because their continuing accruals require con tinuing judgments about the collectability of
the deferred payments and the value of any a ssociated collateral. In addition, disclose
that the deferral of interest on these securities also reduces the loan-to-value ratio at a compounding rate.
6. The third paragraph states that the Fund may i nvest in “other funds.”  However, it is not
clear from the disclosure whether the Fund ma y invest in entities that are excluded from
the definition of “investment company” unde r the Investment Company Act of 1940 (the
“ICA”) solely by Section 3(c)(1) or Section 3(c)(7) of the ICA (typically private equity
funds and hedge funds).  In your response letter, please indicate whether the Fund may
invest in the aforementioned entities. Base d on your response, we may have further
comment.
7. The third paragraph further states that the Fund may enter into credit default swaps.  In
your response letter, please confirm that when  the Fund acts as seller of a credit default

3
 swap, the Fund will segregate assets equal to  the full notional amount of the reference
obligation.
8. We also note, from the disclosure appearin g in the third paragraph, that the Fund counts
its “indirect investment in debt obligations towards the Fund’s requirement to invest at
least 80% of its assets in de bt obligations.”  In your response letter, please indicate
whether the Fund will use market value or no tional value to value its investments in
derivatives for purposes of determining whethe r it has invested at least 80% of its assets
in debt obligations.
9. It appears from the description of the Fund’s principal investment st rategies and policies
that a significant portion of the Fund’s Mana ged Assets may be either directly or
indirectly invested within the mortgage sector.  Please disclose the overall estimated percentage of the Fund’s total a ssets that are likely to be inve sted directly or indirectly
within the mortgage sector.
10. The disclosure states that the Fund’s inves tments may include equity tranches of CLOs
and CDOs. Please confirm the Fund will follow ASC 325-40 for these investments.
Advisory Fees (page 5)
11. The disclosure in this section states that the Fund is not obligated to reimburse waived
expenses beyond three years from the end of th e fiscal year in which the Adviser waived
a fee or reimbursed an expense. The staff believes that any recapture of a fee waived or
expense reimbursed should occur within three years of the specific waiver or
reimbursement. See ASC 450-20- 25-2 (old FAS 5) and FASB  Statement of Financial
Accounting Concepts No. 6, Elements of Fi nancial Statements, paragraph 36 ("CON
6"). See Also, AAG 8.09.
Dividends and Distributions (page 5)
12. Expand the first paragraph to disclose that there can be no assurances that the Fund will
achieve any level of distribu tions to its Shareholders.
Principal Risks (page 7)
13. Please add a separately captioned risk factor to highlight the risks associated with the
current interest rate environment.  For exampl e, highlight the unique risks associated with
the current historically low interest rate e nvironment, including how changes to interest
rates might impact the Fund’s future borrowings, its net investment income and distributions to its Shareholders, the trading pr ices of its Shares a nd its net asset value,
Fund portfolio companies’ ability to service interest payment obligations and principal loan repayments.

4
 Securitization of our assets subjects us to various risks. (Page 11)
14. The disclosure states that the Fund may se curitize certain of its investments by selling
certain assets to a SPV. Please inform us if these SPVs will be consolidated with the Fund’s accounting records.
CDO and CLO risks (page 13)
15. Disclose whether there is any limit on the am ount of Fund assets that may be invested in
the junior debt, residual or equity tranches of CDOs, CLOs and other structured finance
vehicles.
Investment-Related Risks – Derivatives (page 14)
16. Specify in the derivatives risk disclosure whether the Fund may utilize derivative
instruments for speculative purposes and, if a pplicable, also disclose the related special
risks to which the Fund may be exposed.
17. In your response letter, confirm that the pr ospectus disclosure describes the types of
derivatives that the Fund is expected to use, the manner in which they are expected to be
employed by the Fund, and the maximum percenta ge of Fund assets that are expected to
be allocated to derivatives.  See generally Letter from Barry D. Miller, Associate
Director, Division of Investment Management, SEC to Karrie McMillan, General Counsel, ICI (July 30, 2010).
Risks of Shorting Equity Securities (page 17)
18. The disclosure states that the Fund may engage in short sales.  Please confirm if the Fund
intends to use short sales and, if so, please in clude an estimate of di vidends and interest
expense on short sales in the fee table.
Use of leverage risk. (page 19)
19. Disclose that drops in asset values may magnify losses or totally eliminate the Fund’s
equity in a leveraged investment.
Our ability to raise additional capital may be limited. (page 20)
20. The disclosure states that “in the future” the Fund may issue preferred shares.  Disclose
whether or not the Fund expects to issue pref erred shares within 12 months from the date
of the prospectus.  If the Fund expects to issue preferred shares during this 12-month
period then, under a separately captioned sec tion of the prospectus summary, briefly
highlight the characteristics of the preferred shares likely to be issued by the Fund and the related material risks to holders of its Shares.  Additionally, provide an estimate of the costs of issuing and servicing preferred shar es in a line item presentation to the Fund’s
fee table.

5
 We have no operating history. (page 21)
21. All of the disclosure presented in the s econd sentence of the second paragraph should be
moved to a location outside of the risk fact or because it has the potential to minimize the
impact of the risk being disclosed.
Our Adviser and its affiliates, including our office rs and some of our dir ectors, will face conflicts
of interest… (page 22)
22. Please add a cross-reference to the section to the prospectus that expands upon the actual
and potential conflicts of interest that may arise and that highlights the policies and procedures that the Fund has adopted to identif y, address and resolve conflicts of interest.
Fees and Expenses (page 23)
23. We note that most of the information in the fee table and Example is incomplete.  Please
provide us with the details of the Fund’s f ees, expenses and Exampl e presentation as soon
as they are available.
24. We note the absence of the “Acquired Fund Fees & Expenses” line item from the Fund’s
fee table.  Please confirm to us in your response letter that the Fund  will not in the
upcoming year make investment s in an “Acquired Fund” (as defined in Instruction 10 to
Item 3 of Form N-2) at the level that triggers the need for the additional line item of Acquired Fund Fees & Expenses.  If no su ch additional line item is required, please
indicate in your response letter that any a pplicable Acquired Fund Fees & Expenses is
nonetheless included in “Other Expenses” or th at the Fund does not intend to invest in an
Acquired Fund.
25. Reference is made to the disclosure presen ted in footnote (2). Please inform us of the
Fund’s accounting treatment for offering costs and include references  to the appropriate
accounting guidance.
26. Footnote (3) states that presentation of Annu al Expenses “assumes that the Fund sells $[
] worth of Shares during the Fund’s first twel ve months and that the Fund’s net offering
proceeds from such sales equal $[  ].”  In y our response letter, discuss the reasonableness
of the particular level of Shares sold that will ultimately be selected and disclosed in footnote (3) forming the basis of the assump tion. Also, in the response letter, the Fund
should undertake to update the fee table and expense example if at any time during the
continuous offering period it reasonably appears that the Fund will not be able to sell the
assumed amount of its Shares during the firs t twelve months after effectiveness if such
shortfall in sales materially impacts the  current fee table and expense example
presentation.

6
 27. In footnote (4) briefly explain how derivatives will be valued for purposes of determining
“gross assets” in the calculation of management fees. Also, expand the disclosure to provide a precise definition of “average [daily] gross assets of the Fund.”
28. Please make clear, in a footnote to the fee ta ble that all of the fees and expenses of any
subsidiary or SPV that the Fund expects to form during the next 12 months period are
included in the “Total Gross Annual Expenses” line item presentation.
Risk Factors (page 28)
29. Expand the first paragraph to state that this  section describes the principal risk factors
associated with investment in the Fund speci fically, as well as those factors generally
associated with investment in a fund with investment objectives, investment policies,
capital structure or trading markets similar to the Fund’s. SeeItem 8.3.a. of Form N-2.  In
this regard, add any additional risk factors as appropriate.
If a borrower or obligor is unable to make payments…(page 30)
30. Expand the risk factor disclosure highlightin g the principal risks of enforcing security
interests in collateral underlying loans, as well as liquidating collateral, located in the non-U.S. jurisdictions in which the Fund may principally invest. Also highlight any material risks pertaining to the liquidation of the underlying collateral, as well as any
heightened risk of the insufficiency of the underlying collateral to fully discharge a non-
U.S. borrower’s obligations to a lender.
We may be exposed to geographic concentration risk (page 30)
31. If a material amount of the Fund’s investments are expected to be exposed to the risks of
any non-U.S. country or other geographic region, separate risk disclosure pertaining to
any such non-U.S. country or geographic re gion should be included in the prospectus.
Securitization of our assets subjects us to various risks (page 33)
32. The disclosure on pages 33-35 states that th e Fund may securitize its assets, including
through the use of SPVs, and that the Fund may also conduct a registered offering of
asset-backed securities.
33. With respect to any SPV or any wholly-owned entities that the Fund may use, please
provide details in your response letter re garding the choice of form of entity and
jurisdiction of organization.  Als o, please confirm the following:
a. that the Fund will comply with the provisions of the Investment Company Act of
1940 (the “ICA”) governing investment policie s (Section 8) and capital structure and
leverage (Section 18) on an aggregate basis with its wholly-owned entities.

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 b. that each of the separate investment advi sory contracts that the wholly-owned entities
will enter into with the Adviser will comp ly with provisions of the ICA relating to
investment advisory contract s (Section 15).  The investment  advisory agreement between
the Adviser and the wholly-owned entities are material contracts that should be included
as exhibits to the registration statement if  entered into during the offering period.
Because the Fund and the wholly-owned en tities would have the same adviser for
purposes of complying with Section 15(c), the reviews of the Fund’s and the wholly-
owned entities’ investment advisory agreements may combined.
c. that the wholly-owned entities will comply  with the provisions relating to affiliated
transactions and custody (ICA Section 17).  Identify the custodian of the wholly-owned
entities.
34. Additionally, in your response letter, pleas e provide us with more detail regarding the
registered offerings of asset-backed securities which the Fund may conduct.
Plan of Distribution (page 58)
35. The disclosure contained in the penultimate  paragraph should instead be presented under
a caption entitled “Additional Financial Interm ediary Compensation.”  Also, expand the
disclosure to state the maximum permissible