SecProbe.io

April 18, 2025
Caroline Armour
President
Verizon ABS II LLC
One Verizon Way
Basking Ridge, New Jersey 07920
Re:Verizon ABS II LLC
Verizon Master Trust
Post-Effective Amendment No. 1 to Registration Statement on Form SF-3
Filed April 4, 2025
File Nos. 333-278415 and 333-278415-01
Dear Caroline Armour:
            We have reviewed your post-effective amendment and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Post-Effective Amendment No. 1 to Registration Statement on Form SF-3
General
1.Please confirm that the depositor and any issuing entities previously established,
directly or indirectly, by the depositor or any affiliate of the depositor have been
current and timely with Exchange Act reporting during the last twelve months with
respect to asset-backed securities involving the same asset class. Please refer to
General Instruction I.A.2. of Form SF-3.
We note your disclosure in the Explanatory Note that you are filing this post-effective
amendment to "permit Verizon ABS II LLC and Verizon Master Trust to offer certain
previously issued but retained asset-backed notes under this Registration Statement."
We also note the disclosure on the cover page of the form of prospectus that "The
Class [_] notes were initially offered but retained." It is not clear to us that the terms
"issued" and "offered" have the same meaning. Please advise or, alternatively, revise 2.

April 18, 2025
Page 2
here and throughout your form of prospectus as necessary for consistency.
3.With respect to the previously offered and/or issued but retained asset-backed notes,
please tell us the following:
•The circumstances under which a class of asset-backed notes may be offered but
ultimately retained;
•Whether the retained asset-backed notes that the registrants intend to offer were
previously publicly registered and the associated filing fee was paid;
•Whether the registrants contemplate that the retained asset-backed notes would be
offered and sold subject to the same prospectus as classes of newly-registered
asset-backed notes or, alternatively, would be offered and sold separately; and
•Whether and, if so, how the offer and sale of the retained asset-backed notes to
unaffiliated purchasers would impact noteholders in the earlier deals.
Forward-Looking Statements, page 6
4.We note your statement that you undertake no obligation to update any forward-
looking statements. This disclaimer does not appear to be consistent with your
disclosure obligations. Please revise to clarify that you will update this information to
the extent required by law.
            We remind you that the company 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.
            Please contact Donial Dastgir at 202-551-3039 or Kayla Roberts at 202-551-3490
with any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance