May 4, 2023
VIA E-mail
Sean Graber
Morgan, Lewis & Bockius
1701 Market Street
Philadelphia, PA 19103-2921
Re: SEI Alternative Income Fund
File Nos. 333- 271097, 811-23861
Dear Mr. Graber:
On April 3, 2023, you filed a registration statement on Form N-2 on
behalf of the SEI
Alternative Income Fund (the Fund ). 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 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.
General
1. We note that portions of the registration statement are incomplete. Please
ensure that the fee
table, hypothetical expense examples, references to the auditor, auditor's
consent, and seed
financial statements are provided in an amendment as a full financial review
must be
performed prior to declaring the registration statement effective. We may
have additional
comments on such portions when you complete them in a pre-effective
amendment, on
disclosures made in response to this letter, on information supplied
supplementally, or on
exhibits added in any amendment.
2. Please advise us as to the status of any exemptive application(s) or
no-action request(s) in
connection with the registration statement, including with respect to the
issuance of multiple
classes of Shares.
3. Please confirm whether the Fund intends to issue preferred or debt
securities within a year
from the effective date of the registration statement.
4. Please supplementally disclose if the Fund has presented any test the waters
materials to
potential investors in connection with this offering. If so, we may have
additional comments.
Sean Graber
SEI Alternative Income Fund
Page 2
5. Please review and revise the names of cross references throughout the
registration statement
but particularly within the cover page and synopsis. Currently, not all
cross references match
the titled sections they refer to; for example, please see the Principal
Risks of the Fund
Repurchase Offer Risk or the Repurchases and Transfers of Shares
cross references on the
cover pages. Please consider adding page numbers to the cross references for
ease of
reference.
6. Please make conforming revisions to the prospectus for Class Y shares to
reflect responses to
staff comments issued regarding the Class F share class prospectus, as
applicable.
Cover Page
7. Within the bolded bullet points on the cover page, please also include the
following:
a. the Fund s Shares may not be sold, transferred or assigned
without the written consent
of the Fund;
b. In the fifth bullet, please clarify that return of capital
distributions will reduce capital
available for investment.
8. Within the second bullet bolded point, please add the sentence, Thus, an
investment in the
Company may not be suitable for all investors after An investment in
the Fund is
considered illiquid.
Synopsis
9. Within the Investment Approach subsection on page 2, as well as in the
Investment
Strategies subsection on page 15, the Fund discloses that: The Fund will
primarily invest in
equity and debt securities of CLOs. Under normal circumstances, the Fund s
allocation to
equity securities of CLOs will not exceed 50% of its net assets, measured at
the time of
purchase. Please clarify if the Fund will be targeting a particular
allocation range as
between equity and debt tranches of CLOs.
10. Within the Investment Approach; High Degree of Risk subsection on
page 2, please
disclose whether the fund will invest in CLOs that will be below investment
grade or unrated
as part of its principal strategy.
11. The disclosure within the Risk Factors subsection on page 3 states
that there is a potential
for in-kind distributions of Fund assets to Shareholders. We note that
the registration
statement only otherwise refers to such in kind distributions in the
context of liquidations.
Please modify this disclosure to be consistent. Alternatively, please
consider whether this
disclosure should be removed from the summary of risks given the limited
circumstances
(i.e., liquidation) in which it appears to be relevant.
Sean Graber
SEI Alternative Income Fund
Page 3
12. Within the Purchase of Shares subsection on page 8, please add the
phrase or that
Class Y shares will ever be offered at the end of the final sentence,
There is no
assurance that the fund will be granted the exemptive order. Please add
this
additional disclosure wherever the relevant disclosure appears.
Investment Strategies
13. The first paragraph on page 16 states that the Collateral held by a CLO
may include loans to
U.S. or foreign-domiciled companies. The Staff notes that the
Non-U.S. Investments
subsection on pages 32-33 contains a discussion of investments in both
frontier and emerging
markets. Please revise the Investment Strategies subsection to elaborate if
foreign-domiciled
companies may include emerging and frontier markets, as such investments
contain unique
qualities and risks.
Types of Investments and Related Risks
14. Within the Repurchase Program Risks on page 19, please consider
disclosing the effect
that repurchases may have on the ability of the registrant to qualify as a
regulated investment
company under the Internal Revenue Code in the event that share repurchases
have to be
funded with proceeds from the liquidation of portfolio securities.
15. Within the Asset-Backed Securities subsection on page 27, the Fund
discloses that it may
invest in asset-backed securities. To the extent that the Fund may invest
in ABS that is
different from CLOs, please ensure that the registration statement contains
appropriate
disclosures in the sections of the registration statement describing the
Fund s investment
strategies.
16. Within the Credit Risk; Lower-Rated Securities Risk on page 29, the
disclosure discusses
investments in PIK securities.
a. Within in that subsection, please explain what PIK securities are
in plain English.
b. To the extent PIK securities constitute a principal investment of
the Fund, please
include corresponding strategy disclosures.
c. Please disclose that the higher yields and interest rates on and
PIK securities reflects
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.
d. Please disclose that PIK securities may have unreliable valuations
because their
continuing accruals require continuing judgments about the
collectability of the
deferred payments and the value of any associated collateral.
Sean Graber
SEI Alternative Income Fund
Page 4
e. PIK interest has the effect of generating investment income and
increasing the
incentive fees payable at a compounding rate. In addition, the
deferral of PIK interest
also reduces the loan-to-value ratio at a compounding rate.
f. PIK securities create the risk that incentive fees will be paid to
the investment adviser
based on non-cash accruals that ultimately may not be realized, but
the investment
adviser will be under no obligation to reimburse the fund for these
fees.
17. Within the Non-U.S. Investment subsection within the Risk Disclosure
section on pages
32-34, please disclose where applicable that non-US markets may have
different accounting,
auditing, and financial standards.
18. The Securities of Other Investment Companies sub-section on pages
34-35 contains
disclosure regarding investments in other investment companies, including
investments in
leveraged ETFs and hedge funds. Please include corresponding strategy
disclosures if such
investments are part of the principal strategy. Please explain
supplementally how much the
Fund will invest in pooled investment vehicles that rely on the exclusions
from the definition
of investment company in Section 3(c)(1) or 3(c)(7) of the Investment
Company Act of 1940
(the Act ). Please explain whether the Fund intends to invest in
Collateralized Fund
Obligations. If the Fund will invest more than 15% of its net assets in
such pools, please
explain why the Fund will not be limited to investment by accredited
investors. We may have
additional comments after reviewing your response.
19. While the Staff notes the fund does generally have a $100,000 minimum
investment
threshold, the Staff also notes the Adviser to the Fund retains the right
to waive such
requirements. Please disclose the circumstances under which the fund may
waive its
minimum investment threshold.
Management of the Fund
20. Within the Adviser subsection on page 45, please include a
description of the Adviser's
compensation, and confirm the section conforms to the requirements of Item
9 1.b.(3) of the
Form N-2 instructions.
21. Within the Fund Expenses subsection on page 47, the prospectus lists
expenses to be borne
by the Fund. Such expenses include among other items, investment related
expenses (e.g.,
expenses that, in the Adviser s discretion [emphasis added], are related
to the investment
of the Fund s assets, whether or not such investments are consummated),
including, as
applicable, brokerage commissions, borrowing charges on securities sold
short, clearing and
settlement charges, recordkeeping, interest expense, dividends on
securities sold but not yet
purchased, margin fees, research-related expenses. The disclosure
implies that the Adviser
has discretion to categorize an expense as either a Fund expense or an
expense that should be
borne by the Adviser, which appears inconsistent with Section 15(a)(1) of
the Act, which
requires that the Advisory Agreement precisely describe all compensation
to be paid
thereunder. Please revise or explain supplementally why such disclosure
is appropriate.
Sean Graber
SEI Alternative Income Fund
Page 5
22. Within the Determination of Net Asset Value section on page 51 and
elsewhere, the
prospectus details the valuation procedures adopted by the Board of
Directors. The Staff
notes that the fund may invest up to 50% in CLO equity tranches which
implicitly are
difficult to value. In recognition of the heightened valuation risk
surrounding CLO equity
tranches, please consider enhancing valuation disclosure to describe the
valuation techniques
and key input factors considered in the fair valuation of CLO equity
tranches.
Share Repurchase Program
23. On page 54, the prospectus states that the Fund also has the right to
repurchase all of a
shareholder's Shares at any time if the aggregate value of such
shareholder's Shares is, at the
time of such compulsory repurchase, less than the minimum account balance
in the Fund.
Please explain supplementally how such arrangements are consistent with
Section 23(c)
under the Act. What is the Fund's minimum account balance?
24. Within the same section discussed above, please discuss the ability of
shareholders to
withdraw or modify repurchase requests.
25. As appropriate within the Description of Capital Structure section
beginning on page 55,
please concisely discuss the significant attributes of each class of
Shares. See Item 10 of
Form N-2.
Anti-Takeover Provisions and Certain Other Provisions in the Declaration of
Trust
26. Within the Anti-Takeover Provisions subsection on page 66, the
prospectus states that
trustees are elected for indefinite terms and do not stand for reelection.
Please explain
supplementally how such arrangements are consistent with Section 16 of the
Act.
27. Within the section entitled Derivative and Direct Claims of
Shareholders, on page 66,
please disclose that the Declaration of Trust places limitations on
derivative claims by
shareholders by requiring among other things that a shareholder make a
pre-suit demand
upon the Board to bring the action, and that the Board be given a
reasonable amount of
time to consider and investigate any pre-suit request.
Plan of Distribution
28. On page 67, please disclose, as applicable:
a. Briefly explain the basis for any differences in the price at which
securities are offered
to the public, as individuals and/or as groups, and to officers,
directors and employees
of the Registrant, its adviser or underwriter, per Item 5.2.3 of
the Form N-2
Instructions.
Sean Graber
SEI Alternative Income Fund
Page 6
b. That the underwriting agreement provides for indemnification of the
underwriter by
the Fund arising against any liability under the Securities Act of
1933 or the Act, and
briefly describe such provisions, per item 5.4 of the Form N-2
Instructions
c. That Shares will be sold at NAV; include a cross reference to the
section in the
prospectus that explains how NAV is calculated, Per Item 5.2.1 of
the Form N-2
Instructions, which seeks disclosure on how the fund price is
determined
Closing
A response to this letter should be in the form of a pre-effective
amendment filed
pursuant to Rule 472 under the Securities Act. The pre-effective amendment
should be
accompanied by a supplemental letter that includes your responses to each of
these comments.
Where no change will be made in the filing in response to a comment, please
indicate this fact in
your supplemental letter and briefly state the basis for your position.
We remind you that the Fund and its management are responsible for the
accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action, or
absence of
action by the staff.
Should you have any questions regarding this letter, please contact
me at (617) 573-
4521.
Sincerely,
/s/ Timothy Worthington
cc: Asen Parachkevov, Branch Chief
Andrea Ottomanelli Magovern, Assistant Director