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CORRESP
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CORRESP

 Troutman Pepper Locke LLP

 111 South Wacker
Drive

 Suite 4100

 Chicago, IL 60606

 June 17, 2025

 United
States Securities and Exchange Commission

 Division of Investment Management

100 F Street NE

 Washington, D.C. 20549

Attn: Ashley Vroman-Lee

  

Re:

ABL Longevity Growth and Income Fund

Amendment No. 12 to Registration Statement on Form N-2

Filed April 14, 2025

Securities Act File No. 333-274405

Investment Company Act File No. 811-23900

 Dear Ashley Vroman-Lee:

On behalf of ABL Longevity Growth and Income Fund (the “Fund”), we are writing to submit the Fund’s (a) responses to
certain oral and written comments provided by the accounting division of the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on May 5, 2025 and the
Office of General Counsel on May 14, 2025, with respect to the above-referenced Amendment No. 12 to the Registration Statement on Form N-2 and Statement of Additional Information (the
“Registration Statement”) and (b) the responses submitted in our letters to the Staff dated April 14, 2025 (the “Comment Response Letter(s)”).

Concurrently with the submission of this letter, the Fund is publicly filing Amendment No. 13 to the Registration Statement (the
“Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement. For the convenience of the Staff, we have reproduced the
Staff’s comments below in bold and follow each comment with the Fund’s responses thereto.

I.
 SEC Accounting Comments Received May 5, 2025 to the April 14,
2025 N-2 Submission

1.
 Please supplementally confirm that the distribution fee is correct in the fee table and in the note, or
update accordingly.

 Please see page 6 of the Revised Registration Statement where the distribution table has been
updated.

2.
 Page 7 of the Registration Statement discloses that the management fee is based on “the face value of
any cash and cash equivalent assets.” Please explain what the Fund considers to be cash equivalents. If these are money market funds, short-dated treasuries, or other short term investments, please explain what is meant by “face
value” of such cash equivalents.

 June 17, 2025

Page 2

 The Fund confirms that “cash equivalents” are money market funds, short-dated
treasuries, and other short term Level 1 type investments. Please see page 7 of the Revised Registration Statement that has been revised to state that face value of these cash equivalents is fair market value using unadjusted quoted prices in
active markets for identical assets or liabilities.

3.
 On page 25 of the Registration Statement, the Fund states that the Fund’s organizational expenses are
expected to be approximately $2 million” and the amortize this amount over 12 months. Please explain supplementally how this accounting treatment of organizational expenses is in compliance with ASC 720-15-25-1.

 The Fund appreciates the SEC referring us to ASC 720-15-25-1 regarding the recognition of organizational expenses. Upon review, the Fund agrees that Organizational Costs, as defined in
ASC 720-15-25-1 would not be eligible for twelve-month amortization. Organizational expenses include formation fees for the
Trust, audit fees related to the initial registration and seed capital audit, legal fees related to drafting the Fund’s governing documents, administration, custody, and transfer agent agreements, and similar items. These Organizational Costs
will be accounted for separately from the Offering Costs and expensed as incurred. The vast majority of the expenses referenced in the Registration Statement are Offering Expenses and will be accounted for according to ASC 946-20-25-6 and ASC
946-20-35-5.

Please see page 25 of the Revised Registration Statement where we have separately identified the Offering Costs and Organizational Costs, and
their related accounting treatment.

4.
 Please elaborate on your basis for concluding that the distributions received from fixed annuities will
qualify as interest income under the IRC. In your response, please reference any relevant documentation or evidence that supports the registrant’s conclusion (e.g., private letter ruling, analysis performed, expert opinion, or relevant case
law).

 26 U.S.C. 851(b)(2) requires that a regulated investment company (“RIC”) must derive at least
90 percent of its gross income from: “(a) dividends, interest, payments with respect to securities loans (as defined in section 512(a)(5)), and gains from the sale or other disposition of stock or securities (as defined in
section 2(a)(36) of the Investment Company Act of 1940, as amended) or foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such
stock, securities, or currencies, and (b) net income derived from an interest in a qualified publicly traded partnership (as defined in subsection (h))” (emphasis added). As such, the receipt of interest would qualify as “good
income” under the RIC tests. Notably, Section 851(b)(2) does not stipulate that the interest must be received from securities, but rather that such income must be characterized as “interest.”

In the Manager’s fixed annuity investing experience, the Fund will receive annually for each fixed annuity an IRS Form 1099-R. Box 1 of the 1099-R will report the amount of “Gross Distributions” for the year, Box 2a will report the “Taxable Amount” which relates to interest
income, and Box 3 reports “Capital Gains.” The difference between Box 1 and Box 2 relates to the amount of distributions regarded as non-taxable return of capital. As noted above 26 U.S.C.
851(b)(2)(a) specifies that capital gains are also good RIC income. As such, the return of capital element will not be considered “good income” for RIC purposes1, however the taxable
interest portion of distributions and capital gains will qualify as “good income.”

1
 See Publication 575 (2023), Pension and Annuity Income (“• Distributions from an annuity plan may
include amounts treated as a recovery of investment, are tax free, and do not count as good income for RIC purposes.”).

 2

 June 17, 2025

Page 3

 The Fund further notes that to the extent necessary to maintain RIC status, it is permitted
to hold fixed Longevity Assets through controlled foreign subsidiaries (“CFCs,” see disclosure on the cover page of the Revised Registration Statement). The IRS has provided guidance that distributions from CFCs would constitute “good
income” for purposes of the RIC thresholders.2 Additionally, to the extent that fixed annuities are held in structured financial products such as asset backed securities, the analysis of
“good income” would be the same as if the fixed annuities were held directly – meaning that portions of each distribution would be allocated to return of capital, interest and capital gains, with the latter two representing good RIC
income.

II.
 SEC Accounting Comments Received May 14, 2025 to the April 14, 2025
Public Response Letter

5.
 The revised disclosure still does not provide details about the various structured products the fund may
use. For example, please disclose some of the details included in Response 23. Please add to Item 8 (not the Cover Page).

Please see page 2 of the Revised Registration Statement where this disclosure has been added.

6.
 Response 5 indicates that some of the structured finance products may consist of pooled investment vehicles.
Please supplementally explain if any of these structured finance products/pooled investment vehicles might be hedge funds or private equity funds relying on the exclusions under sections 3c1 or 3c7 under the 1940 Act? If not, will these pooled
investment vehicles be relying on other exclusions from the investment company definition under the 1940 Act?

 The
structured finance products in which the Fund may invest will themselves invest in pools of fixed Mortality Contracts and fixed Annuities (e.g., insurance products and not securities). As such, these pooled investment vehicles would not hold
securities, but instead would hold non-security insurance contracts and would not meet the definition of an investment company under Section 3(a)(1) of the Investment Company Act.

7.
 Please supplementally explain whether the structured finance products will be relying upon any exclusions or
exemptions (aside from the private placement exemptions under the 33 Act), and disclose as appropriate in Item 8.

Please see Response 6 above. The structure finance products in which the Fund may invest will themselves hold primarily fixed Mortality
Contracts and Fixed Annuities. As such, they will not meet the definition of an “investment company” set forth in Section 3(a)(1) of the Investment Company Act.

2
 See, e.g., I.R.S. Priv. Ltr. Rul. 201122012 (June 3, 2011) (“we rule that subpart F income of the [CFC]
attributable to the [RIC] is income derived with respect to [RIC’s] business of investing in the stock of [CFC] and thus constitutes qualifying income under [section] 851(b)(2), without regard to whether that income is distributed by [CFC] to
the [RIC]”); I.R.S. Priv. Ltr. Rul. 201102047 (Jan 14, 2011); I.R.S. Priv. Ltr. Rul. 201042001 (Oct. 22, 2010); I.R.S. Priv. Ltr. Rul. 200946036 (Nov. 13, 2009).

 3

 June 17, 2025

Page 4

8.
 The staff reiterates its comment to explain and disclose the counterparties to such transactions, and how
the fees of such transactions might impact fund performance. (Item 8 is fine, not Cover Page disclosure).

 The Fund
has not identified any specific structured finance product counterparties for investment by the Fund, and as such the Fund is unable to disclose any particular counterparties to these instruments. Please see page 2 of the Revised Registration
Statement where disclosure has been added that the Fund may pay certain indirect fees with respect to investments made through structured finance products. In addition, page 36 of the Revised Registration Statement includes applicable disclosure in
the structured finance product risk factor.

9.
 Response 10 states that the fund anticipates investing in structured finance products that primarily hold
fixed Mortality Contracts and matched Annuity Contracts. This is not included in the N-2. Please disclose. Item 8 is fine.

Please see page 2 of the Revised Registration Statement where we have included disclosure that the structured finance products hold fixed
Mortality Contracts and fixed Annuity Contracts.

10.
 Response 10 states that the fund anticipates investing in structured finance products that hold
“matched Annuity Contracts”. Please disclose this and disclose how the fund is defining “matched Annuity Contracts”.

Please see page 2 of the Revised Registration Statement where we have disclosed that we expect that the structured finance products will hold
fixed Mortality Contracts and may also hold fixed Annuity Contracts. The Fund expects but cannot guaranty that structured finance product issuers will include fixed Annuity Contracts that are designed to match the expected premium needs of the fixed
Mortality Contracts. We note that the Fund will not be able to control if or to what extent the underlying structured finance product utilize matched Annuity Contracts.

11.
 Please disclose the material information from Response 23 in the registration statement, including that
these structured finance products are asset-backed securities.

 Please see pages 1 and 29 of the Revised Registration
Statement where this disclosure has been added.

12.
 Under the heading, “Money Market Instruments,” disclosure says “the Fund may invest, for
defensive purpose or otherwise, some or all of its assets in…” Please explain when would the Fund otherwise invest in these if not for defensive purposes (i.e. when is “otherwise”).

 4

 June 17, 2025

Page 5

 Please see page 36 of the Revised Registration Statement where the words “or
otherwise” have been deleted.

III.
 SEC Accounting Comments Received May 14, 2025 to the April 14, 2025
Registration Statement

13.
 Under the heading, “Investment Objectives and Policies,”

a)
 Disclosure says, “investment in cash equivalents may also be used as a temporary defensive strategy in
the event of market disruptions.” Please move this sentence off the Cover Page and consolidate with the discussion about temporary defensive positions.

b)
 Please clearly define the term “Longevity Assets”. In some places it includes structured products,
and in others it just refers to Mortality Contracts and Annuity Contracts.

 Further, without defining Longevity
Assets to include Mortality Contracts and Annuity Contracts, the detailed discussion of Mortality Contracts and Annuity Contracts on the Cover Page could be confusing to investors.

a. Please see page 1 of the Revised Registration Statement where this sentence has been deleted. This concept is instead
addressed under “Temporary Strategies” on page 30 of the Revised Registration Statement.

 b. We have defined
Longevity Assets to be limited to Mortality Contracts, Annuity Contracts, and derivative investments that invest in Mortality Contracts and Annuity Contracts. Please see page 1 of the Revised Registration Statement where this has been updated.

14.
 Under the heading, “Investment Strategy,”

a)
 Disclosure says, “the Fund may invest in a wide range of Longevity Assets including Mortality Contracts
and Annuity Contracts.” This sentence seems to imply that Mortality Contracts and Annuity Contracts are just examples of types of Longevity Assets. Please consistently define Longevity Assets (see comment above).

b)
 Response 26 indicates that the fund will not be investing in private funds, and Response 23 indicates that
the ‘structured finance products’ likely are asset-backed securities. For the avoidance of confusion, if accurate, please consider revising references to “pools of Longevity Assets” to asset-backed securities or disclosing that
these ‘pools” refer to asset-backed securities (so as not to imply that the fund may be investing in private funds).

a. Please see our response to 13 above.

 5

 June 17, 2025

Page 6

 b. Please see page 1 of the Revised Registration Statement where the
disclosure has been revised to provide that “the structured finance products may be considered asset backed securities with the underlying assets consisting of fixed Mortality Contracts and fixed Annuity Contracts (and cash or cash
equivalents)” The disclosure has further been added to page 1 of the Revised Registration Statement that the Fund “will not invest in collateralized debt obligations, other forms of derivatives or private funds.”

15.
 Under the heading, “Temporary Strategies,” Please consider moving the discussion under the heading
‘Temporary Strategies” off the Cover Page and elsewhere in the registration statement. See Item 1.2: “The cover page may include other information if it does not, by its nature, quantity, or manner of presentation impede understanding
of the required information.”

 Please see page 30 of the Revised Registration Statement where we have relocated
our “Temporary Strategies” disclosure.

16.
 The N-2 seems to define “Longevity Assets” as
“consisting primarily of Mortality Contracts, and to a lesser extent, Annuity Contracts, and certain structured finance products that hold Longevity Assets”. This definition appears to be circular, and particularly the last part of the
definition (defining Longevity assets as consisting of certain structured finance products that hold Longevity Assets). Please clarify the definition of “Longevity Assets”. For example, is the fund defining Longevity Assets as Mortality
Contracts, Annuity Contracts, and structured finance products that hold Mortality and/or Annuity Contracts? If so, please c