Faegre Drinker Biddle & Reath LLP

320 South Canal Street, Suite 3300

Chicago, IL 60606

(312) 569-1000 (Phone)

(312) 569-3000 (Facsimile)

www.faegredrinker.com

October 17, 2024

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lauren Hamilton and Christopher Bellacicco

Dear Ms. Hamilton and Mr. Bellacicco:

This letter responds to the staff’s comments that you provided via telephone on September 10, 2024 and September 12, 2024, in connection with your review of the Fund’s above-referenced registration statement (“Registration Statement”) on Form N-2. The changes to the Fund’s disclosure discussed below will be reflected in Pre-Effective Amendment No. 1 to the Fund’s Registration Statement (the “Revised Registration Statement”).

For your convenience, we have repeated each comment below in bold, and our responses follow your comments. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

ACCOUNTING Comments

The Registrant confirms that all open items have been updated in the Revised Registration Statement.

The Registrant confirms that all filings incorporated by reference have been hyperlinked in the Revised Registration Statement.

The Fund confirms that the June 30, 2024 N-CSR filed on September 6, 2024 (SEC Accession No. 0001398344-24-017539). The June 30, 2024 N-CSR has been appropriately incorporated by reference into the Revised Registration Statement with appropriate hyperlinks included per comment 2 above.

The Registrant confirms that the audit consent was filed as an exhibit to the Revised Registration Statement.

DISCLOSURE Comments

The above-referenced paragraph has been revised as follows in the Revised Registration Statement: “The Alternative Credit in which the Fund typically invests are newly issued and/or current as to interest and principal payments at the time of investment. Unless the context suggests otherwise, all references to loans generally refer to Alternative Credit. Alternative Credit Instruments are generally not rated by the nationally recognized statistical rating organizations (“NRSROs”). The Alternative Credit Instruments in which the Fund may invest may have varying degrees of credit risk. There can be no assurance that payments due on underlying Alternative Credit investments will be made. At any given time, the Fund’s portfolio may be substantially illiquid and subject to increased credit and default risk. If a borrower is unable to make its payments on a loan, the Fund may be greatly limited in its ability to recover any outstanding principal and interest under such loan. A secondary market for the loans does not currently exist, and no market for the loans may develop in the future.”

The Fund confirms that the following disclosure regarding the Fund’s dependence on the platforms is included in the Fund’s June 30, 2024 annual report, which is incorporated by reference into the Prospectus in the Revised Registration Statement:

“Platform Reliance Risk. The Fund is dependent on the continued success of the platforms that originate the Fund’s Alternative Credit Instruments and the Fund materially depends on such platforms for loan data and the origination, sourcing and servicing of Alternative Credit investments. If such platforms were unable or impaired in their ability to operate their lending business, the Adviser may be required to seek alternative sources of investments (e.g., Alternative Credit originated by other platforms), which could adversely affect the Fund’s performance and/or prevent the Fund from pursuing its investment objective and strategies. In order to sustain its business, platforms and their affiliated entities may be dependent in large part on their ability to raise additional capital to fund their operations. If a platform and its affiliated entities are unable to raise additional funding, they may be unable to continue their operations. The Fund may have limited knowledge about the underlying Alternative Credit in which it invests and will be dependent upon the platform originating such loans for information on the loans. Some investors of Alternative Credit Instruments, including the Fund, may not review the particular characteristics of the loans in which they invest at the time of investment, but rather negotiate in advance with platforms the general criteria of the investments. As a result, the Fund is dependent on the platforms’ ability to collect, verify and provide information to the Fund about each Alternative Credit investment and borrower. Each of the platforms from which the Fund will purchase Alternative Credit Instruments retains an independent auditor to conduct audits on a routine basis.”

Please see comment 6 above for the Platform Reliance Risk disclosure that is included in the Fund’s June 30, 2024 annual report and incorporated by reference into the Prospectus in the Revised Registration Statement, which addresses the risks associated with the possibility of a platform ceasing to exist or becoming unable to perform its servicing functions.

The Fund confirms that it does not hold greater than 25% of its Managed Assets in loans originated by any one platform, and accordingly, no changes have been made in the Revised Registration Statement.

The Fund so confirms.

The Fund confirms that no more than 45% of the Fund’s Managed Assets will be invested in loans originated from any single platform (or group of related platforms). Accordingly, no changes have been made in the Revised Registration Statement.

The following disclosure has been added to the Prospectus in the Revised Registration Statement: “The purchase of whole loans through an Alternative Credit platform involves the purchase of “securities” under the Securities Act issued by the originating platforms, and accordingly, the purchase of whole loans by the Fund involves the purchase of securities.”

The Fund confirms that it has filed the BNP Credit Agreement as an exhibit to the Revised Registration Statement.

The Fund confirms that the following disclosure has been added to the “Net Asset Value” section of the Revised Registration Statement:

“Pursuant to the Fund’s valuation policies and procedures as adopted by the Board of Directors, the Fund’s holdings in Alternative Credit Instruments are fair valued in accordance with such policies and procedures based on evaluated prices provided by the Adviser. The Fund accounts for whole and fractional loans at the individual loan level for valuation purposes, and whole loans and fractional loans are fair valued using inputs that take into account borrower-level data that is updated as often as the NAV of Common Shares is calculated to reflect new information regarding the borrower or loan. Such borrower-level data will include the borrower’s payment history, including the payment, principal and interest amounts of each loan and the current status of each loan, which allows the Adviser to determine, among other things, the historical prepayment rate, charge-off rate, delinquency and performance with respect to such borrower/loan. In addition, borrower-level data may include the following to the extent applicable and available: updated FICO scores of the borrower of a consumer loan or the guarantor of the borrower of an SME loan, the borrower’s debt-to-income ratio and employment status (in the case of consumer loans) and financial statements, tax returns and sales data (in the case of SME loans).

The Fund, in accordance with the investment limitations approved by the Fund’s Board of Directors, will limit its investments in Alternative Credit to loans originated by platforms that will provide the Fund with a written commitment to deliver or cause to be delivered individual loan-level data on an ongoing basis throughout the life of each individual loan that is updated periodically as often as the NAV of Common Shares is calculated to reflect new information regarding the borrower or loan.

The Fund will not invest in loans originated by platforms for which the Adviser cannot evaluate to its satisfaction the completeness and accuracy of the individual Alternative Credit data provided by such platforms relevant to determining the existence and valuation of such Alternative Credit and utilized in the accounting of the loans.

The processes and procedures described herein are part of the Fund’s compliance policies and procedures. Records will be made contemporaneously with all determinations described in this section and these records will be maintained with other records that the Fund is required to maintain under the 1940 Act.”

The Fund confirms that the requested disclosure will also be added to the valuation note to the Fund’s financial statements in its next filed shareholder report.

The above-referenced disclosure has been revised as follows in the Revised Registration Statement: “The 2020 Control Share Statute Relief reflects only the enforcement position of the Staff and is not binding on the SEC or any court, and some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.”

The requested changes have been made.

The Registrant confirms that the contemplated in-kind exchange program will not be to the detriment of shareholders of the Fund and will not be primarily for the benefit of the shareholder offering shares of the “Pooled Investment Vehicle” and participating in the contemplated in-kind exchange program.

The following disclosure has been added to the Prospectus in the Revised Registration Statement: “For whole loans purchased by the Fund (which would not include, for example, underlying loans in a securitized product held by the Fund), it is expected that Millennium Trust, as the Fund’s qualified custodian for the loans, will typically receive or be provided with access to an executed loan package. While the executed packages may differ for certain investments, it is typically comprised of evidence in the form of a promissory note or similar document, an executed copy of the underlying loan agreement or security instrument, and an executed copy of the loan assignment. Although the Fund’s custodian would have access to loan files and personally identifiable information about the borrower and would have the ability to enforce the loans, it is expected that the enforcement of the loans will generally be handled by the loan servicer.”

Statement of Additional Information

The Fund confirms that the above-referenced disclosures have been added to the strategy sections included in the Prospectus in the Revised Registration Statement.

The requested change has been made in the Revised Registration Statement.

The Fund confirms that the “Regulatory Considerations” section has been updated to align with the risks disclosed in the SAI for the RiverNorth Capital and Income Fund, Inc.

The Fund confirms that it currently names the platform issuing each loan in the Fund’s schedule of investments and that it will continue to disclose such information in the schedule of investments. Additionally, the Fund will disclose the largest platforms in which it invests in the ten largest holdings to the extent applicable in future annual reports.

The Fund confirms that, in the future, it will backwards incorporate to the existing annual report as requested.

The Fund confirms that the requested change will be made in all future registration statement filings, as applicable.

We trust that the foregoing is responsive to your comments. Questions and comments concerning this filing may be directed to the undersigned at (312) 569-1107.