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

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 New York, NY 10022
 United States

 +1 212 446 4800

 www.kirkland.com

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 +1 212 446 4900

 August 7, 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 July 3, 2025 (File Nos.
811-24037; 333-283996) (the " Registration Statement ") and the draft comment response letter transmitted to Christina
Fettig on August 8, 2025 (the "Draft Response Letter") via telephone on July 23, 2025, July 29, 2025 and August 6, 2025 from
Christina Fettig and Karen Rossotto of the Staff to the undersigned. The Fund is filing Pre-Effective Amendment No. 2 (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.

 Disclosure Comments

 1. Comment : In connection with your response to Comment 12 of your response letter filed on July 3,
2025 (the " Response Letter "), with respect to the SPVs in whose securities the Fund invests, please disclose (i) if
the SPVs will be leveraged, (ii) if the SPVs will incur management or other fees that would impact their investment returns and (iii)
what type of SPV securities ( i.e. , debt or equity) the Fund will invest in.

 Response : The Fund has added disclosure
to the Amendment that the SPVs will be levered. and the Fund may invest in debt or equity SPV securities. The Fund notes that disclosure
relating to the fees

 incurred by SPVs is already included in the
Amendment under Risks-Effect of Fees and Expenses on Returns (Multiple Levels of Fees and Expenses) and disclosure stating
the Fund may invest in debt or equity SPV securities is included in Investment Objective and Strategy ("Such securities may
be issued in different tranches of debt and residual equity interests with different rights and preferences.").

 2. Comment : The Staff notes that it does not necessarily agree with the Fund's response to Comment
35 of the Response Letter.

 Response : The Fund respectfully acknowledges
this comment.

 3. Comment : With respect to Comment 38 of the Response Letter, please supplementally explain to the
Staff what types of services fall under "consulting fees" under the Investment Advisory Agreement and how the Investment Advisory
Agreement distinguishes between advice and consulting services for purposes of determining what is and is not covered by the advisory
fee.

 Response : The Fund notes that the
reference to "consulting fees" in the Investment Advisory Agreement is actually to "diligence and consulting fees"
that the Fund may accrue. While the Fund does not anticipate engaging in such services, such fees would be those received in connection
with services provided to the Fund's investments. Advice provided to investments in the normal course and without a corresponding
fee would not be considered "diligence and consulting fees".

 4. Comment : In Summary of Offering Terms-Investment Strategies , please briefly explain
the differences between the types of loans listed ( i.e. , senior secured loans or mezzanine loans), as they are primary investments
of the Fund.

 Response : The Fund has revised
the Amendment as follows:

 The loans to
corporate borrowers typically are first lien senior secured loans or junior secured loans with maturities ranging from two years to
five years and the loans to special purposes entities typically are senior secured loans or mezzanine loans with maturities ranging
from two to three years followed by amortization periods ranging from one year to two years. A lender in a senior secured loan
will have a priority secured claim on all or a subset of all tangible and intangible assets of the borrower, including the proceeds
of all or a subset of all sales of assets, should the borrower default on its obligations under such senior secured loan. Mezzanine
loans are high yield, subordinated debt securities that may be issued together with an equity security ( e.g. , with attached
warrants) . The Fund may invest in newly originated loans without limitation.

 5. Comment : In Summary of Offering Terms-Investment Strategies , please explain what "term
loans" are.

 Response : The Fund has revised
the Amendment as follows:

 • loans,
 including whole loans, term loans ( i.e ., loans that are generally fully funded
 at the time of the Fund's investment and repaid on a specified schedule) , delayed
 draw term loans, revolving loans, senior secured loans, junior secured loans, mezzanine
 loans, distressed loans and unsecured loans. When the Fund invests in whole loans, it will
 typically purchase all rights, title and interest in the loans pursuant to a loan purchase
 agreement directly from the lender or its affiliate[.]

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 6. Comment : In Summary of Offering Terms-Investment Strategies , please disclose in greater
detail how the Fund may securitize assets, including the types of assets it may securitize, the types of vehicles the Fund may use to
do so (and whether or not these vehicles may be wholly-owned subsidiaries of the Fund), how the Fund will issue securities and what recourse
shareholders may have against the Fund's assets.

 Response : The following language under
the Summary of Offering Terms – Investment Strategies has been revised as follows:

 • securities issued by special purpose entities and securitization vehicles (" SPVs "),
 which may include SPVs sponsored by the Fund or third-party lenders/originators . for
the purpose of acquiring and holding loans originated or sourced by such lenders and These SPVs would issue issuing
securities the payments on which are funded by payments received on such entities' underlying investments ( e.g. , whole
loans) . Such securities may be issued in different tranches of debt and residual equity interests with different rights and preferences.
The managers of such SPVs may be entitled to receive management fees, carried interest, or other forms of compensation from investors
in such SPVs. Such SPVs may be levered . The Fund will also seek to sell certain of the loans it acquires by pooling
them and selling them to such SPVs, whether sponsored by the lending platforms or by third parties when the Fund determines it is favorable
to do so. Some securitizations may result in SPVs that are both recourse and non-recourse to the Fund. The Fund may also seek to
securitize interests in its investments (e.g., whole loans) through the creation of SPVs that would be wholly-owned subsidiaries of the
Fund.

 7. Comment : In Summary of Offering Terms-Investment Strategies , please explain whether
the sale of interests by a securitized vehicle involves the issuance of a senior security by the Fund. If so, please explain to us how
this issuance would comply with Sections 18(a)(1) and 18(c) of the Investment Company Act of 1940, as amended (the 1940 Act ").

 Response : The Fund believes that it
would be appropriate to treat senior securities issued by a wholly-owned subsidiary of a registered investment company as a senior security
of the parent fund where the subsidiary's financials statements are consolidated with those of the parent fund and, therefore, the
obligation/liability is included as a liability on the parent fund's consolidated financial statements. With respect to senior securities
issued by a securitized vehicle that is a consolidated wholly-owned subsidiary of the Fund, the Fund will comply with Sections 18(a)(1)
and 18(c) of the 1940 Act.

 Conversely, if (i) the financial statements
of a securitized vehicle are not consolidated with the Fund's financial statements and (ii) any debt issued by any such securitized
vehicle is the sole obligation of the securitized vehicle, without any recourse to the Fund's assets, the Fund believes it is not
appropriate to view such indebtedness as a senior security issued by the Fund for purposes of Section 18 of the 1940 Act, as the Fund
would not have any obligation with respect to such non-recourse debt.

 8. Comment : Will the Fund be limited in securitizing its assets in its intent to qualify as a RIC?
If so, please disclose.

 Response : The following disclosure
has been added to the Amendment: "In connection with other factors which the Fund will continually review, the Fund's investment
in, origination of and/or securitization of loans may also be limited by the requirements the Fund intends to observe under Subchapter
M of the Code, in order to qualify as a RIC."

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 9. Comment : Please identify the custodian of any SPV holding securitized assets.

 Response : As no SPVs that are wholly-owned
subsidiaries of the Fund have been formed, the custodian of such vehicles has not yet been determined, though it is anticipated the Fund's
custodian would serve in that role. The Fund confirms that it will disclose the custodian for each SPV that is a wholly-owned subsidiary
of the Fund in the Registration Statement once such information becomes available.

 10. Comment : Does the Fund have a policy as to the percent of its portfolio that may invest in sub-prime
loans? If so, please disclose.

 Response : While the Fund does not
have a policy as to the percent of its portfolio that it may invest in sub-prime loans, we note that following disclosure was included
in the Summary of Offering Terms-Investment Strategies : "[t]he Fund typically expects to invest in loans that are of
prime and near-prime quality at the time of investment."

 11. Comment : In Summary of Offering Terms-Investment Strategies , it is stated that the
Fund may invest in non-traditional credit investments. Please specifically disclose the non-traditional investments that are principal
strategies of the Fund.

 Response : The referenced disclosure
has been removed from the Amendment.

 12. Comment : In Summary of Offering Terms-Periodic Repurchase Offers , the first paragraph
states "[s]hareholders may withdraw or modify their requests to tender their Shares for repurchase at any time prior to the Repurchase
Request Deadline." Please disclose in this section, or wherever appropriate, how this withdrawal or modification is done.

 Response : The following revision has
been made in the Amendment:

 "Shareholders may withdraw or modify their
requests to tender their Shares for repurchase at any time prior to the Repurchase Request Deadline as described in the relevant
Repurchase Offer Notice ."

 13. Comment : The Staff notes that the Expense Limitation Agreement has an initial term ending on July
31, 2026. Please note that in order for the effect of the Expense Limitation Agreement to be included in the fee table, the term of the
agreement must be at least one year from the date of effectiveness of the Registration Statement.

 Response : The Fund has entered into
a new Expense Limitation Agreement (which is filed as an exhibit to the Amendment) that has an initial term ending one year from the date
of commencement of operations of the Fund (which is the commencement of investment operations after the effective date of the Registration
Statement).

 14. Comment : Footnote 5 to the fee table states "[t]he figure in the fee table is estimated and
assumes the Fund borrows for investment purposes an amount equal to 30% of the average net assets in the following 12-month period, and
that the average annual cost of borrowings on the amount borrowed is 6.60%." Are all numbers in the fee table based on the assumption
of the 30% borrowing amount? If so, please disclose that assumption in the narrative lead-in the to the fee table.

 Response : The Fund confirms that
all numbers in the fee table are based on this assumption and has updated to the narrative lead-in to the fee table accordingly.

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 15. Comment : Under Use of Proceeds , the anticipated amount of time that the Fund will invest
its proceeds is unclear. It is the view of the Division of Investment Management that, under Sections 8(b)(1) and 13(a) of the 1940 Act,
an investment company cannot take more than six months to invest its proceeds. If this period is longer than six months, the Fund would
be required to seek shareholder consent to seek a change to the Fund's investment objective ( see Guide 1 to Form N-2). Please
disclose if proceeds will be invested in less than six months.

 Response : The Amendment has been revised
to state that proceeds will be invested in six months or less.

 16. Comment : In Investment Objective and Strategy , it is stated that the Fund may invest in
"niche or esoteric debt products". Please clarify in disclosure what those products are.

 Response : The referenced disclosure
has been removed from the Amendment.

 17. Comment : Under Risks-Risks Relating to Investment Strategies, Fund Investments and the
Fund's Investment Program - Consumer Loans Risk , it is stated that "[t]he repayment of unsecured consumer loans
is dependent upon the ability and willingness of the borrowers to repay." If the Fund will have significant exposure to buy-now-pay-later-type
loans, consider enhancing risk disclosure to address concerns about consumer debt levels, ability to repay, etc.

 Response : The Fund has revised the
Amendment as follows:

 The performance of such investments is are
affected by, among other things, general economic conditions. Changes in economic conditions have adversely affected the performance and
market value of such investments. Consumer loans are susceptible to prepayment risks and default risks. Unsecured consumer loans
are not secured by any collateral of the borrowers. The repayment of unsecured consumer loans is dependent upon the ability and
willingness of the borrowers to repay. The Fund's ability to receive payments in connection with the loan depends primarily
on the financial condition of the borrower and whether or not a loan is secured by collateral, although there is no assurance that the
collateral securing a loan will be sufficient to satisfy the loan obligation. A miscalculation of repayment ability or a material increase
in repayment failures on consumer loans, whether due to inflation, macroeconomic uncertainty and downturn, market volatility, or otherwise,
may adversely affect the Fund's investments in consumer loans. In addition, consumers who have purchased products or services using
buy-now-pay-later loans on platforms that offer such loans may cease payment on their outstanding balances or request a refund on previous
payments if they do not receive the products or services, or change their mind, which would also negatively impact the Fund's investments
in such loans.

 18. Comment : Under Risks , please consider including a real estate risk and commercial real estate
risk.

 Response : The Fund has included
a "Real Estate Investment Risk" in its Statement of Additional Information and believes this disclosure is appropriate.

 Accounting Comments

 1. Comment : Please supplementary explain to the Staff how the "Total Annual Expenses (After
Fee Waiver and/or Expense Reimbursement)" line is rec