UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM N-8A

NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE 

INVESTMENT COMPANY ACT OF 1940

The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940 and in connection with such notification of registration submits the following information:

Name: Private Debt & Income Fund

Address of Principal Business Office (No. & Street, City, State, Zip Code):

2030 1st Avenue 

3rd Floor 

Seattle, WA 98121

Telephone Number (including area code): (206) 258-5000

Name and address of agent for service of process:

The Corporation Trust Company 

Corporation Trust Center 

1209 Orange Street 

Wilmington, New Castle County, DE 19801

Check Appropriate Box:

Registrant is filing a Registration Statement pursuant to Section 8(b) of the Investment Company Act of 1940 concurrently with the filing of Form N-8A: YES x NO o

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SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has caused this notification of registration to be duly signed on its behalf of the city of Atlanta and state of Georgia on the 6^th day of November 2024.

Private Debt & Income Fund
By:	/s/ Terrence O. Davis
	Terrence O. Davis
	Sole Trustee

Attest:	/s/ Tanya L. Boyle
	Tanya L. Boyle

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