SecProbe.io

CORRESP
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  DLA Piper LLP (US)

                         One Atlantic Center

                         1201 West Peachtree Street

                         Suite 2900

                         Atlanta, Georgia 30309-3449

                         www.dlapiper.com

  Tanya L. Boyle

      tanya.boyle@us.dlapiper.com

      T 404.736.7863

      F 404.682.7863

January 16, 2025

VIA EDGAR
==========
Kim McManus
Division of Investment Management
Securities and Exchange Commission
Filing Desk
100 F Street, N.E.
Washington, DC 20549

 RE: Private Debt & Income Fund; File Nos. 333-283022 and 811-24020

Dear Ms. McManus,

On November 6, 2024, Private Debt & Income Fund
(the “Fund” or the “Registrant”) filed a registration statement under the Securities Act of 1933 on Form N-2 (the
“Registration Statement”). On December 6, 2024, you provided written comments regarding the Registration Statement. Please
find below your comments and the Registrant's responses, which the Registrant has authorized us to make on behalf of the Registrant.

PROSPECTUS

General

1.       Please
tell us if you have presented any test-the-waters materials to potential investors in connection with this offering. If so, please provide
us with copies of such materials. We may have additional comments.

The Registrant has not and does not plan to present
any “test the waters” materials to potential investors in connection with this offering other than a “red herring”
prospectus in accordance with SEC guidance on pre-effective communications.

2.       Please
fill in all blanks, brackets, and otherwise missing information in a post-effective amendment (e.g., fee table, auditor, financial statements,
etc.). We may have further comments.

The Registrant will fill in the missing information
in an amendment to the Registration Statement.

Outside Front Cover

3.       Please
include a cross-reference to the prospectus discussion of risks. See Item 1.1.j of Form N-2.

The Registrant has added the disclosure requested.

4.       At
the end of the first risk bullet point, please add, “Thus, an investment in the Fund may not be suitable for investors who may need
the money they invest in a specified timeframe.”

The Registrant has added the disclosure requested.

5.       If
applicable, please disclose that the Fund may invest a substantial portion of its assets in credit instruments that are rated below investment
grade by rating agencies or would be rated below investment grade if they were rated. Credit instruments that are rated below investment
grade (commonly referred to as “high yield” securities or “junk bonds”) are regarded as having predominantly speculative
characteristics with respect to the issuer’s capacity to pay interest and repay principal. Because of the risks associated with
investing in high yield securities, an investment in the Fund should be considered speculative. Please also provide specific cross-references
to the discussion of this risk. See Item 1.1.j of Form N-2.

The Registrant has added the disclosure requested.

6.       Please
revise the statement indicating the Fund reserves the right to waive investment minimums to clarify that other investment criteria will
still apply.

The Registrant has added the disclosure requested.

Prospectus Summary

Investment Strategy, page 1

7.       The
Fund's name includes “private debt,” which is a type of investment for purposes of Rule 35d-1 and the 1940 Act. Please revise
to clarify that the Fund will invest at least 80% of its net assets plus borrowings in private debt investments.

The Registrant has added the 80% policy requested.

8.       If
emerging markets investments are a principal investments strategy, please add such disclosure to this section, provide the fund’s
definition of emerging market countries, and describe related risks.

The Registrant confirms that investments in
emerging market securities are not a principal strategy of the Fund.

9.       You
state that the Fund may pursue co-investment investment opportunities offered alongside privately-held investment vehicles. Please clarify
that co-investing requires exemptive relief from the Commission, and it’s possible that the Fund may not receive such relief. Please
tell us whether the Fund plans to apply for exemptive relief.

The Registrant has not revised the disclosure
because the types of co-investments described in the strategy do not require exemptive relief because they are direct investments in specific
debt securities offered to the Fund by Private Funds unaffiliated with the Fund or the Adviser as opposed to pursuing such investments
by investing directly in the subject Private Fund. However, the Adviser will be seeking co-investment exemptive relief for investments
made by the Fund alongside affiliates or separate accounts managed by the Adviser and will update the disclosure accordingly if such a
strategy is implemented.

10.       Please
disclose a plain English definition of “highly fragmented.”

The Registrant has revised the disclosure as
requested.

Subsidiaries, page 3

11.       Disclose
that “Single-Asset Subsidiaries” includes entities that engage in investment activities in securities or other assets that
are primarily controlled by the Fund. We view “primarily controlled” to mean: (1) the registered fund controls the subsidiary
within the meaning of Section 2(a)(9) of the 1940 Act, and (2) the registered fund’s control of the subsidiary is greater than that
of any other person.

The Registrant has revised the disclosure as
requested.

Repurchases of Shares, page 4

12.       Please
add disclosure that specifies the anticipated timing of the Fund’s initial repurchase offer.

The Registrant has revised the disclosure as
requested.

Summary of Risks

Repurchase Policy Risks, page 6

13.       The
prospectus notes that the Fund may borrow money to finance repurchases. Please disclose the maximum amount of debt that may be incurred
for such purposes and the restrictions on leverage imposed by the 1940 Act. See Guide 10 to Form N-2.

The Registrant has revised the disclosure as
requested.

Summary of Fund Expenses, page 10

14.       Please
revise footnote 2 to succinctly describe AFFE in plain English, including what private funds are included, if any.

The Registrant has revised the disclosure as
requested.

Investment Objective and Policies, page 11

15.       Please
clarify in a concise manner the changes the Board may make to the Fund’s objective and strategies without prior notice, with 60
days’ notice, without shareholder approval, etc. See Item 8.2.a of Form N-2.

The Registrant has revised the disclosure as
requested.

16.       Please
disclose if the Fund may invest a substantial portion of its assets in credit instruments that are rated below investment grade by rating
agencies or that would be rated as such if they were rated.

The Registrant has revised the disclosure to
state the amount of the Fund’s assets that are expected to be invested in below investment grade securities.

17.       If
the Fund will invest in any funds/fund managers that are affiliates of the Fund or its investment adviser, please disclose any related
conflicts of interest.

The Adviser has confirmed to the Registrant
that the Private Funds will not be affiliates, so the Registrant has not revised the disclosure regarding conflicts of interests. The
Registrant has added disclosure clarifying that the Private Funds are not affiliated with the Adviser or the Fund.

Subsidiaries, page 14

18.       Confirm
in correspondence that the Subsidiary and its board of directors will agree to inspection by the staff of the Subsidiary’s books
and records, which will be maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder.

The Registrant so confirms.

19.       If
the Fund may invest in foreign subsidiaries, please confirm that the Subsidiary and its board of directors will agree to designate an
agent for service of process in the United States.

The Registrant so confirms.

20.       You
refer to a Sub-Adviser in the last paragraph but nowhere else in the filing. Please delete, or revise to appropriately identify the Sub-Adviser
as an investment adviser and provide all required information. See Item 9.1.b of Form N-2.

The Registrant has corrected the disclosure
by deleting the reference to the sub-adviser.

Fundamental Policies, page 15

21.       Please
revise paragraph 5 to address the Fund's ability to concentrate in any particular industry “or groups of industries” consistent
with Section 8(b)(1) of the Investment Company Act and Item 17.2.e of Form N-2.

The Registrant has revised the disclosure as
requested.

Investment Adviser, page 21

22.       Please
briefly describe the Adviser’s experience managing pooled vehicles investing in similar assets and strategies. Please also provide
a basis to assess the expertise and experience of the adviser with respect to foreign investments. See Guide 9 to Form N-2.

The Adviser does not have experience managing
pooled vehicles investing in similar assets and strategies, so the Registrant has not revised the disclosure. The Adviser has an affiliated
adviser that does have such experience (Lenora Capital), but the Adviser itself does not. The portfolio managers have such experience
as employees of the affiliate before becoming employees of the Adviser. The Registrant has added disclosure regarding the Adviser’s
experience with foreign investments.

Portfolio Managers, page 21

23.       Please
provide the length of service for Mr. Weeks at Brighton Jones. See Item 9.1.c of Form N-2.

The Registrant has revised the disclosure as
requested.

24.       With
respect to Mr. Mayfield’s biography, please delete the statement that he “was responsible for all business functions that
grew the company's AUM, revenues, and team 5x over that period.” Alternatively, to the extent the Fund wishes to present prior performance
of a portfolio manager, please conform the presentation with staff guidance.

The Registrant has removed the disclosure noted
as requested.

Control Persons, page 23

25.       Please
remove reference to a Predecessor Fund, which appears to be an error.

The Registrant has revised the disclosure as
requested.

Conflicts of Interest, page 24

26.       Please
clearly explain the conflicts created by Portfolio Manager compensation arrangements.

The Registrant has revised the disclosure as
requested.

Compulsory Repurchases, page 25

27.       The
discussion of compulsory repurchases fails to address Article VII, Section 7.1(b) of the Agreement and Declaration of Trust, specifically
paragraphs (vi), (vii), and (viii). Please revise to provide a complete description of circumstances in which the Fund may compulsorily
redeem shares. Please also explain how the broad authority to redeem shares involuntarily in Section 7.1(b)(viii) is consistent with Section
23(c) of the 1940 Act. In addition, Section 7.1(d) provides that repurchases of Shares “shall be payable in non-interest bearing
promissory notes” unless the Board of Trustee, in its discretion, determines otherwise. The Staff has taken the position that the
issuance of notes does not satisfy prompt payment requirements of interval funds or other tender offer funds. Payments should be made
in cash. Please revise accordingly.

The Registrant has revised Article VII of the
Declaration of Trust to remove the reference to promissory notes and updated the circumstances under with the Fund may require mandatory
repurchases and updated the corresponding disclosure in the prospectus.

Anti-Takeover and Other Provisions in the
Declaration of Trust, page 30

28.       Please
disclose that shareholders waive the right to a jury trial as set forth in Section 10.10 of the Declaration of Trust.

The Registrant has revised the disclosure as
requested.

29.       Please
revise Section 10.9 of your Declaration of Trust to explicitly state that the forum selection provision does not apply to claims arising
under the federal securities laws consistent with your disclosure in this section.

The Registrant has revised the declaration of
trust as requested.

Plan of Distribution, page 30

30.       You
state the Fund’s shares are offered on a best efforts basis, “subject to various conditions.” Please confirm all material
conditions are disclosed.

The Registrant so confirms.

31.       Please
revise the first paragraph to explain how the Distributor is compensated. See Item 5.3 of Form N-2.

The Registrant has revised the disclosure as
requested.

Class I Shares, page 33

32.       Please
confirm the Fund may only waive the investment minimum as described under “Purchase Terms.”

The Registrant so confirms.

STATEMENT OF ADDITIONAL INFORMATION

Trustee Table, page 17

33.
In the column titled, “Principal Occupation(s) During Past 5 Years,” please state
the principal business of CPA Concierge Services and Founder Schireson Consulting, LLC. See Item 18.1., Instr. 3 of Form N-2.

The Registrant has revised the disclosure as requested.

Board Committees, page 19

34.
Please provide a concise statement of the functions and members of the Valuation Committee. See
Item 18.5.b of Form N-2.

The Registrant has removed the reference to the Valuation Committee.

Trustee Ownership, page 20

35.
Please update the trustee ownership information to include the required dollar range amounts as
contemplated by Item 18.7.b of Form N-2.

The Registrant has revised the disclosure as requested.

Compensation, page 21

36.
Revise the first sentence to clarify each “non-interested trustee receives an annual
retainer.”

The Registrant has revised the disclosure as requested.

37.
Please update if the Chair of the Valuation Committee receives additional compensation annually.

The Registrant has removed reference to the Valuation Committee.

Portfolio Managers, page 22

38.
You refer to fees paid to the “Investment Manager” as a defined term in the last paragraph
on page 23 but have not previously defined the term. Please revise and clarify if you intend to refer to the Adviser.

The Registrant has corrected the reference to the Investment
Manager to be the Adviser.

39.
Please revise the description of conflicts of interest to describe material conflicts between
the investment strategy of the Fund and the investment strategy of other accounts managed by the Portfolio Managers. Please also revise
the sentence indicating the Adviser may receive higher fees from other Client Accounts as it appears you inadvertently refer to the Adviser
receiving fees from the Adviser. See Item 21.1.d. of Form N-2.

The Registrant has revised the disclosure as requested.

PART C

40.
Please file the finalized exhibits once they are available.

The Registrant confirms that the exhibits will be
finalized once available.

*	*	*

If you have any questions or comments, please
contact the undersigned at 404.736.7863. Thank you in advance for your consideration.

Sincerely,

/s/ Tanya L. Boyle

Tanya L. Boyle