SecProbe.io

CORRESP
 1
 filename1.htm

 Kim Kaufman Esq.
 To Call Writer Directly:
 +1 212 909 3148
 kim.kaufman@kirkland.com

 601 Lexington Avenue
 New York, NY 10022
 United States

 +1 212 446 4800

 www.kirkland.com

 Facsimile:
 +1 212 446 4900

 July 3, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Karen Rossotto

 Re: NB Asset-Based Credit Fund

 Registration Statement on Form N-2 (File Nos. 811-24037; 333-283996)

 Dear Ms. Rossotto:

 On behalf of NB Asset-Based Credit Fund, a Delaware
statutory trust (the " Fund "), we hereby respond to the comments raised by the staff (the " Staff ")
of the Securities and Exchange Commission regarding the Fund's Registration Statement on Form N-2, filed on December 20, 2024 (File
Nos. 811-24037; 333-283996) (the " Registration Statement "), in written correspondence, dated January 28, 2025 from
Karen Rossotto of the Staff to Corey Issing. The Fund is filing Pre-Effective Amendment No. 1 (the " Amendment ") to
the Registration Statement concurrently hereto to respond to the Staff's comments and make certain other changes.

 For your convenience, a transcription of the Staff's
comments is included in this letter, with each comment followed by the Fund's response. Please note that we have not independently
verified information provided by the Fund. References in the responses to the Fund's Prospectus or Statement of Additional Information
(" SAI ") are to those filed as part of the Amendment. Capitalized terms used but not defined herein have the meanings
assigned to them in the Amendment.

 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.

 Response : The Fund
understands that portions of the Registration Statement are currently incomplete and that the Staff may have additional comments to future
pre-effective amendments, 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.

 Response : The Fund
confirms that it has not, nor does it intend to submit any exemptive applications or a no-action request in connection with the Registration
Statement. As disclosed in the Registration Statement, the Fund intends to rely on an exemptive order granted to Neuberger Berman Investment
Advisers LLC ("NBIA") and NB Crossroads Private Markets Access Fund LLC by the SEC to offer more than one class of shares
(NB Crossroads Private Markets Access Fund LLC and Neuberger Berman Investment Advisers LLC (File No. 812-15150), Release No. 34132 (Dec.
8, 2020)). The Fund also intends to rely on an exemptive order granted to NBIA and certain of its affiliates by the SEC to co-invest alongside
its portfolio companies with certain affiliated investment entities (Neuberger Berman BDC LLC, et al (File No. 812-15124), Release No.
34469 (Jan. 13, 2022)). On June 13, 2025, NBIA and certain of its affiliates, including the Fund, filed an application to rely on an updated
form of co-investment relief which is currently pending before the SEC.

 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.

 Response : The Fund
confirms that it does not intend to issue debt securities or preferred shares within a year from the effective date of the Registration
Statement. The Fund supplementally confirms that, in the event the Fund issues preferred shares within a year from the effectiveness of
the Registration Statement, it will add appropriate disclosure to the Registration Statement regarding associated strategies and risks.

 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.

 Response : The Fund
supplementally confirms that no test-the-waters materials have been presented to potential investors in connection with this offering.

 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.

 Response : The Fund
has revised the disclosure on the Prospectus Cover and in the Prospectus Summary to expand on the specific types of investments the Fund
will make and how it intends to source these investments. Additionally, the Fund has revised the disclosure on the Prospectus Cover and
in the Prospectus Summary regarding the credit quality of the Fund's anticipated investments.

 2

 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.

 Response : The Fund
has revised the disclosure in the Prospectus in response to this request.

 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.

 Response : The Fund
has added the requested cross-reference in the Prospectus in response to this request.

 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.

 Response : The Fund
has revised the footnote in the Prospectus in response to this request.

 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.

 Response : The Fund
has revised the disclosure in the Prospectus in response to this request.

 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.

 Response : The Fund
has revised the disclosure in the Prospectus in response to this request.

 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.

 Response : The Fund
has revised the disclosure in the Prospectus in response to this request.

 3

 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.

 Response : The Fund
has revised the disclosure in the Prospectus in response to this request and will include similar information in its shareholder reports
in future filings.

 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, as amended (the " 1933 Act "). 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 1933 Act for the disclosure in the Registration Statement.

 Response : The Fund
supplementally confirms that it 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 pursuant to Rule 140 under the 1933 Act.
The Fund also confirms 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 1933 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 of 1940, as amended (the " 1940 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.

 Response : The Fund
supplementally confirms that the Fund will invest in securities issued by SPVs controlled by a third-party manager. These SPVs are exempt
from registration under Sections 3(c)(1) or 3(c)(7) of the 1940 Act. The types of assets expected to be owned by the SPV include certain
asset-based credit investments included in the Fund's 80% investment policy. The SPVs are typically sponsored by lenders/originators
for the purpose of acquiring and holding (i) loans originated or sourced by such lenders or (ii) other cash-flowing assets or receivables.

 4

 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.

 Response : The Fund supplementally
confirms that it complies with the provisions of the 1940 Act governing investment policies on an aggregate basis with each Subsidiary,
and has revised the disclosure in the Prospectus in response to this request.

 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.

 Response : The Fund supplementally
confirms that it complies with the provisions of the 1940 Act governing capital structure and leverage on an aggregate basis with each
Subsidiary so that the Fund treats a Subsidiary's debt as its own for purposes of Section 18, and has revised the disclosure in
the Prospectus in response to this request.

 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.

 Response : It is not anticipated
that any Subsidiary to the Fund will have an investment adviser, but the Fund supplementally confirms that any investment adviser to a
Subsidiary will comply with provisions of the 1940 Act relating to investment advisory contracts.

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

 Response : The Fund supplementally
confirms that each Subsidiary will comply with provisions relating to affiliated transactions and custody. It is anticipated that any
Subsidiary of the Fund will have the same custodian as the Fund.

 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.

 Response : Any Subsidiary of
the Fund will be formed for the purpose of effectuating the Fund's investment program, such as holding portfolio investments in
order to minimize any adverse impact on the Fund ( e.g. , impact to the Fund's tax obligations or RIC status) or to facilitate
financing by the Fund in compliance with Section 18, as noted above. Subsidiaries will not have their own investment strategies or corresponding
risks.

 5

 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