SecProbe.io

January 28, 2025

VIA E-mail
 Corey A. Issing, Esq. Neuberger Berman Investment Advisers LLC 1290 Avenue of the Americas New York, NY 10104
Re:  NB Asset-Based Credit Fund (the “Fund”)
File Nos. 811-24037; 333-283996
Dear Mr. Issing:
We have reviewed the Fund’s registration statement on Form N-2 filed with the
Securities and Exchange Commission on December 20, 2024, with respect to an offering of common shares.  Our comments are set forth below.  Please consider a comment made with respect to one section applicable to similar disclosure elsewhere in the registration statement.  All capitalized terms not otherwise defined herein have the meaning given to them in the registration statement.

General Comments

1. We note that portions of the registration statement are incomplete.  We may have
additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any amendments.
 2. Please supplementally explain if the Fund has submitted or intends to submit any
exemptive applications or a no-action request in connection with the registration statement.  Please inform us of the anticipated timing of any applications or requests for relief.

3. Please confirm that the Fund does not intend to issue debt securities or preferred
shares within a year from the effective date of the registration statement.  If the Fund plans to issue preferred shares within a year from the effectiveness of the registration statement, please include additional disclosure of risks to shareholders in the event of a preferred shares offering.

4. Please tell us if you have presented or will present any “test the waters” materials to
potential investors in connection with this offering. If so, please provide us with copies of such materials.

Corey A. Issing
Page 2

Prospectus

Prospectus Cover

5. Within the prospectus, the disclosure states “the Fund will invest primarily in Asset-
Based Credit Investments sourced from lending platforms.”  We are aware that industry participants distinguish “asset-based” from “asset-backed” however we believe confusion may exist about what these terms mean, the types of investments they encompass, what assets they’re based on, how they’re analyzed for investment purposes, and what the risks are.  Please include any additional disclosure on the Cover and Summary that may assist in clarifying what “Asset-Based Credit Investments” are, including the specific types of investments the Fund will make and
how it sources these investments.  Please also disclose the credit quality of the Fund’s
investments.
6. In the fourth paragraph, please disclose the intervals between deadlines for repurchase
requests, pricing and repayment and the anticipated timing of the Fund's initial repurchase offer.  Please also provide a cross-reference to the sections of the prospectus that discuss the Fund's repurchase policies and the attendant risks.  See
Guide 10 to Form N-2.

7. In the fifth paragraph, the disclosure states generally an “investment in the Fund is
speculative with a substantial risk of loss.”  Please disclose and provide a cross-reference to the prospectus discussion of the specific factors that make the offering speculative or one of high risk ( e.g., investment in low-rated, unsecured or unrated
debt and distressed debt, use of leverage).  The cross-reference should be bolded and in at least as large as ten-point modern type and at least two points leaded.  See Form
N-2, Item 1.1.j. and the Guidelines to Form N-2, Guide 6.

8. Footnote 1 to the table at the bottom of the second page refers to the “investor’s gross
purchase.”  Please clarify in the disclosure what this means.

Summary of Offering Terms
 Investment Strategies (page 1)

9. Based on your response to Comment #5 above, please disclose in the first paragraph
what Asset-Based Credit Investments are so as to clearly indicate the types of investments included in the Fund’s 80% test.
10. In the penultimate paragraph on page 2, please disclose how the Fund defines “short
duration.”  In the fourth line, immediately preceding the term “high quality”, please insert “what it believes to be”, or similar.

Corey A. Issing
Page 3

11. The disclosure in this section states the Adviser will partner with “lending platforms”
that can originate and source “pools of loans”.  The prospectus disclosure also refers to Fund investment in loans originated by “marketplace lending platforms” and Fund investment in “specialty finance lending platforms”.  Please provide us more information about the types of borrowers and lending platforms from which the Fund will purchase loans and in which it will invest.  Please also disclose the upper limit of the Fund’s assets that can be invested in instruments purchased from lending platforms and the types of instruments that would be included under this limit, including the credit quality of the instruments ( e.g., will the Fund invest in subprime
loans?)  We may have more comments after reviewing your response.  Regarding loans purchased from lending platforms, please disclose, where appropriate, that the Fund will only invest through lending platforms that have committed in writing to provide the Fund with individual loan level data that is
updated at least as frequently as the Fund calculates its NAV.  In addition, please
disclose, both in the registration statement and in the valuation policy footnote to the Fund’s financial statements, that the Fund has adopted a valuation policy which states that (1) the unit of account is at the individual loan level, (2) fair valuation will be performed using inputs which incorporate borrower level data, and (3) the borrower level data is updated as often as NAV is calculated.

Further, please confirm in correspondence that the Fund understands that a lending platform is an issuer and that if the Fund invests 45% or more of its assets in loans issued by a single platform, then the platform is considered a co-issuer of the Fund under Rule 140 of the Securities Act of 1933.  Please also confirm that if the Fund were to be regarded as engaged in a distribution of the securities of a platform, or if a platform were considered a co-issuer with the Fund, the registration statement would need to contain all required disclosure regarding that platform, and that platform would need to execute the registration statement as an issuer and would have issuer liability under the ’33 Act for the disclosure in the registration statement.

12. On page 3, the first bullet discloses that the Fund will invest in securities issued by
SPVs.  In correspondence, please provide us further information on the nature of the SPVs.  What is the ownership structure of these entities?  Are the SPVs exempt from registration under sections 3(c)(1) or 3(c)(7) of the Investment Company Act?  If not, how are the SPVs characterized?  Lastly, please tell us the types of assets expected to be owned by the SPV, including how and by whom the assets will be managed.

13. On page 4, disclosure in the first full paragraph states that the Fund may invest in
Asset-Based Credit Investments through Subsidiaries.  Regarding the Subsidiaries, please address the following:

a. Please disclose:

i. That the Fund complies with the provisions of the 1940 Act governing
investment policies (Section 8) on an aggregate basis with each Subsidiary.

Corey A. Issing
Page 4

ii. That the Fund complies with the provisions of the 1940 Act governing
capital structure and leverage (Section 18) on an aggregate basis with each Subsidiary so that the Fund treats a Subsidiary’s debt as its own for purposes of Section 18.

iii. That any investment adviser to a Subsidiary complies with provisions of
the 1940 Act relating to investment advisory contracts (Section 15) as if it were an investment adviser to the fund under Section 2(a)(20) of the 1940 Act.  Please note, any investment advisory agreement between the Subsidiary and its investment adviser is a material contract that should be included as an exhibit to the registration statement.  If the Adviser is also the adviser to a Subsidiary, then, for purposes of complying with Section 15(c), the reviews of the Fund’s and the Subsidiary’s investment advisory
agreements may be combined.

iv. That each Subsidiary complies with provisions relating to affiliated
transactions and custody (Section 17).  Identify the custodian of the Subsidiary, if any.

v. Any of the Subsidiary’s principal investment strategies or principal risks
that constitute principal investment strategies or risks of the Fund.  The principal investment strategies and principal risk disclosures of a Fund that invests in a Subsidiary should reflect aggregate operations of the Fund and the Subsidiary.

vi. That the Fund does not currently intend to create or acquire primary
control of any entity which primarily engages in investment activities in securities or other assets, other than entities wholly-owned by the Fund.

vii. Whether the Subsidiary will be taxable and, if so, the implications to the
Fund and investors.

b. Explain in correspondence whether the financial statements of each
Subsidiary will be consolidated with those of the Fund.  If not, please explain why not.
c. Confirm in correspondence that each 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 1940 Act and the rules thereunder.

d. If a Subsidiary is a foreign corporation, please confirm that the Subsidiary and
its board of directors will agree to designate an agent for service of process in the United States.

Corey A. Issing
Page 5

e. Please confirm that a Subsidiary’s management fee (including any
performance fee), if any, will be included in “Management Fee,” and the Subsidiary’s expenses will be included in “Other Expenses” in the Fund’s fee table.

14. On page 4, the disclosure in the last line of the first paragraph states that the Fund
may invest in the securities of foreign issuers.  If these include issuers in emerging markets, disclose so.

Periodic Repurchase Offers (page 6)
15. We note that the Fund will invest significantly in credit instruments that are illiquid.
We also note the Fund invests “a portion of its assets in a portfolio of cash and cash equivalents and liquid fixed-income securities.”  Please confirm the Fund’s expectation that through its cash investments it will meet its requirements to operate as an interval fund under Rule 23c-3(b)(10).  Please also confirm that the Fund’s cash investments do not include cash generated from selling additional Shares or from income expected to be received during the tender period.
Risk Factors (page 11)
16. On page 13, the disclosure in the first bullet states “The Fund may originate loans
to…various issuers….”  With respect to this strategy, please address the following:
a. Please describe here or at an appropriate place within the registration
statement, the origination process and the nature of borrowers the Fund will provide loans to, the typical size and duration of the loans and the diligence the Fund performs in determining who to lend to and the amount of the loans.

b. Please disclose, if accurate, that the Fund will be responsible for all expenses
associated with originating (including research, due diligence, use of experts, structuring and negotiations) and servicing the loans (to the extent not borne by the borrowers).

c. Please also disclose the following:

i. any limits on loan origination by the Fund, including a description of
any limits imposed by the Fund’s fundamental investment restrictions (e.g., concentration limits);

ii. the loan selection process, including any limits or targets on maturity
and duration of individual loans, borrower, asset class, segment, collateral, and loan types and geographic location of the borrower;

iii. the underwriting standards for the loans;

Corey A. Issing
Page 6

iv. whether the Fund will be involved in servicing the loans and, if so, a
description of its servicing obligations; and

v. whether the Fund will set up its own lending platform to originate
loans.

We may have further comments or questions after reviewing your responses.

Summary  of Fees and Expenses

17.  Do the calculations presented in the fee table assume a certain amount of leverage?
If so, disclose this amount in the narrative preceding the fee table.
18. Please confirm that expenses of originating lo ans/credit assets will be reflected in the
fee table.
19. Please insert a line item for Dividend Reinvestment and Cash Purchase Plan Fees in
the Shareholder Transaction Expenses section of the table.
20. Please insert a line item for Interest Payments on Borrowed Funds in the Annual
Expenses section pursuant to Item 3 of Form N-2.

21. If the Fund intends to invest in one or more Acquired Funds, please add a line item
for Acquired Fund Fees and Expenses pursuant to Instruction 10 to Item 3 of Form N-2.
22. In footnote 6, please disclose if the  Expense Limitation Agreement may be
terminated, and if so, by whom.
23. On page 17, please describe the nature of the "transaction or other fees" that are
referenced in the last line of the page.  Please also explain why these transaction or other fees are not reflected in the Example.
Use of Proceeds (page 18)
24. The disclosure in this section states that the proceeds from the sale of Shares will be
invested in accordance with the Fund’s investment objective and strategies “as soon as practicable” after receipt.  Please disclose with greater specificity what time period “as soon as practicable” means ( e.g., three months).  If the time period is more than
three months, please disclose the reason for the delay.  See Item 7.2 of Form N-2;
Guide 1 to Form N-2.
Investment Objective and Strategy (page 18)
25. On page 19, in the third to last bullet, the disclosure states “When the Fund invests in
whole loans, it will typically purchase all rights, title and interest in the loans pursuant

Corey A. Issing
Page 7

to a loan purchase agreement directly from the lender or its affiliate.”  Please also disclose that the Fund’s qualified custodian will receive evidence that the Fund owns the loan and will have the ability to enforce the loan.
26. In the last bullet on page 20, the disclosure indicates that the Fund may invest in
equity securities.  Please disclose the market cap of the Fund’s equity investments.
Neuberger Berman Platform (page 22)
 Portfolio Construction
27. In the second sentence of the first paragraph, please clarify the term “non-bank
originators.”
28. The disclosure on page 22 indicates that “[t]he Adviser, as part of its portfolio
construction process, performs diligence on the lenders and origination platforms from which the Fund purchases Asset-Based Credit Investments …”  On page 24 you state the platforms will provide the Adviser with “pools of loans and accompanying data …” It is unclear what documentation and data you will receive, and diligence you will perform on the underlying borrower, if any.  Please revise to provide additional detail and clarity.
29. As the Fund is characterized as non-diversified under the 1940 Act, to avoid
confusion, please delete or replace the term "diversification" in the first line of the second paragraph.

30. Also in the second paragraph, please clarify what "capital efficiency" means and what
"high cash interest coupons" are.

Risks (page 27)
31. In the bolded narrative at the beginning of this section, please delete or replace the
term "Qualified Investors".  The term implies the Fund is restricted to investors with specific objective qualifications, while there is no disclosure indicating there are any investor qualifications required for investment in the Fund.
32. Also in the bolded narrative, please delete the phrase in the second senten