Correspondence 0001213900-25-069052 from Oaktree Asset-Backed Income Fund Inc. (CIK 0002051511)
Oaktree Asset-Backed Income Fund Inc. (CIK 0002051511)
Date: July 30, 2025 · CIK: 0002051511 · Accession: 0001213900-25-069052
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284676, 811-24048, 811-24049
Letter
VIA EDGAR Division of Investment Management Attention: Ms. Anu Dubey File No. 333-284676 File No. 811-24049 Oaktree Asset-Backed Income Private Placement Fund Inc. File No. 811-24048
Dear Mses. Dubey and Hamilton:
On behalf of Oaktree Asset-Backed Income Fund Inc. (the "Public Fund") and Oaktree Asset-Backed Income Private Placement Fund Inc. (the "Private Fund," and together with the Public Fund, the "Funds"), we hereby file with the staff (the "Staff") of the Division of Investment Management of the Securities and Exchange Commission (the "Commission") this letter in response to the Staff's oral comments received on July 29, 2025, in relation to (1) Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 for the Public Fund filed on July 22, 2025 (Accession No. 0001213900-25-066714) (the "Public Fund Registration Statement") and (2) Amendment No. 2 to the Registration Statement on Form N-2 for the Private Fund filed on July 22, 2025 (Accession No. 0001213900-25-066718) (the "Private Fund Registration Statement," and together with the Public Fund Registration Statement, the "Registration Statements"). A third pre-effective amendment to the Public Fund Registration Statement and a third amendment to the Private Fund Registration Statement shall be filed that include appropriate revisions in response to the Staff's comments.
For convenience of reference, the Staff's comments have been reproduced herein. The Funds have taken the liberty of using the defined terms "Public Fund," "Private Fund," or the "Funds," as applicable, in reproducing the Staff's comments below. All capitalized terms used but not defined in this letter have the meanings given to them in the Public Fund Registration Statement and the Private Fund Registration Statement, as applicable. Where the Funds have revised certain disclosure in the Registration Statements in response to a comment, additions are underlined and in bold , and deletions are struck .
Oaktree Asset-Backed Income Fund Inc.
Oaktree Asset-Backed Income Private Placement Fund Inc.
July 30, 2025
ACCOUNTING COMMENTS
PROSPECTUS
Summary of Fund Expenses (pages 22 – 24)
Comment 1 : Applicable to both Funds . The Staff notes, per the seed financial statements, that the Fund incurred organizational costs of approximately $2.5 million and offering costs of approximately $66,000. The fee table assumes estimated net assets of $100 million, per footnote 3 to the fee table. Please supplementally explain why the organizational and offering costs in the fee table are only projected at seventy-six basis points (0.76%). Please also confirm that such amounts are not materially misleading or update the table and hypothetical expense example as appropriate. If the Private Fund is using the same assumption, please confirm the same for the Private Fund as well and make revisions as appropriate.
Response : The Funds have updated the fee table and expense example disclosure to correctly reflect the organizational and offering costs using an assumption of net assets of $100 million. Please see attached Exhibit A for a copy of the corrected fee table and expense example disclosure for the Public Fund, and see attached Exhibit B for a copy of the corrected fee table and expense example disclosure for the Private Fund. The Exhibits have been marked to reflect the changes made.
Comment 2 : Applicable to Public Fund only . The management fee in the fee table is projected at one-hundred and fifty basis points (1.50%), which does not align with footnote 4 to the fee table, which discloses that the management fee is at a rate of one-hundred and twenty-five basis points (1.25%). Please correct the disclosure in the fee table to correctly disclose the correct management fee rate. The totals in the fee table are also miscalculated by twenty-five basis points (0.25%). Please also update and confirm that the total amounts in the fee table are disclosed correctly.
Response: The Public Fund will correct the disclosure in the fee table so that the management fee rate is disclosed as 1.25%. Please see: (i) attached Exhibit A for a copy of the corrected fee table and expense example disclosure for the Public Fund; and (ii) attached Exhibit B for a copy of the corrected fee table and expense example disclosure for the Private Fund. The Exhibits have been marked to reflect the changes made.
PART C
Item 25. Financial Statements and Exhibits (pg. C-1 – C-2)
Comment 3: Applicable to both Funds . Please provide a representation in correspondence that each of the Public Fund and Private Fund will file the amended management fee waiver and expense limitation and reimbursement agreements to reflect the change in the terms of each agreement.
Response: Confirmed. Each Fund will file amended and restated management fee waiver and expense limitation and reimbursement agreements to reflect the change in the terms of such agreements in subsequent amendments to the Registration Statements.
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Oaktree Asset-Backed Income Fund Inc.
Oaktree Asset-Backed Income Private Placement Fund Inc.
July 30, 2025
Should you have any questions regarding the foregoing, please do not hesitate to contact the undersigned at the number listed above. Thank you.
Very truly yours,
/s/ Thomas D. Peeney
Show Raw Text
CORRESP 1 filename1.htm (212) 318-6095 thomaspeeney@paulhastings.com July 30, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Attention: Ms. Anu Dubey Ms. Lauren Hamilton Re: Oaktree Asset-Backed Income Fund Inc. File No. 333-284676 File No. 811-24049 Oaktree Asset-Backed Income Private Placement Fund Inc. File No. 811-24048 Dear Mses. Dubey and Hamilton: On behalf of Oaktree Asset-Backed Income Fund Inc. (the "Public Fund") and Oaktree Asset-Backed Income Private Placement Fund Inc. (the "Private Fund," and together with the Public Fund, the "Funds"), we hereby file with the staff (the "Staff") of the Division of Investment Management of the Securities and Exchange Commission (the "Commission") this letter in response to the Staff's oral comments received on July 29, 2025, in relation to (1) Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 for the Public Fund filed on July 22, 2025 (Accession No. 0001213900-25-066714) (the "Public Fund Registration Statement") and (2) Amendment No. 2 to the Registration Statement on Form N-2 for the Private Fund filed on July 22, 2025 (Accession No. 0001213900-25-066718) (the "Private Fund Registration Statement," and together with the Public Fund Registration Statement, the "Registration Statements"). A third pre-effective amendment to the Public Fund Registration Statement and a third amendment to the Private Fund Registration Statement shall be filed that include appropriate revisions in response to the Staff's comments. For convenience of reference, the Staff's comments have been reproduced herein. The Funds have taken the liberty of using the defined terms "Public Fund," "Private Fund," or the "Funds," as applicable, in reproducing the Staff's comments below. All capitalized terms used but not defined in this letter have the meanings given to them in the Public Fund Registration Statement and the Private Fund Registration Statement, as applicable. Where the Funds have revised certain disclosure in the Registration Statements in response to a comment, additions are underlined and in bold , and deletions are struck . Oaktree Asset-Backed Income Fund Inc. Oaktree Asset-Backed Income Private Placement Fund Inc. July 30, 2025 ACCOUNTING COMMENTS PROSPECTUS Summary of Fund Expenses (pages 22 – 24) Comment 1 : Applicable to both Funds . The Staff notes, per the seed financial statements, that the Fund incurred organizational costs of approximately $2.5 million and offering costs of approximately $66,000. The fee table assumes estimated net assets of $100 million, per footnote 3 to the fee table. Please supplementally explain why the organizational and offering costs in the fee table are only projected at seventy-six basis points (0.76%). Please also confirm that such amounts are not materially misleading or update the table and hypothetical expense example as appropriate. If the Private Fund is using the same assumption, please confirm the same for the Private Fund as well and make revisions as appropriate. Response : The Funds have updated the fee table and expense example disclosure to correctly reflect the organizational and offering costs using an assumption of net assets of $100 million. Please see attached Exhibit A for a copy of the corrected fee table and expense example disclosure for the Public Fund, and see attached Exhibit B for a copy of the corrected fee table and expense example disclosure for the Private Fund. The Exhibits have been marked to reflect the changes made. Comment 2 : Applicable to Public Fund only . The management fee in the fee table is projected at one-hundred and fifty basis points (1.50%), which does not align with footnote 4 to the fee table, which discloses that the management fee is at a rate of one-hundred and twenty-five basis points (1.25%). Please correct the disclosure in the fee table to correctly disclose the correct management fee rate. The totals in the fee table are also miscalculated by twenty-five basis points (0.25%). Please also update and confirm that the total amounts in the fee table are disclosed correctly. Response: The Public Fund will correct the disclosure in the fee table so that the management fee rate is disclosed as 1.25%. Please see: (i) attached Exhibit A for a copy of the corrected fee table and expense example disclosure for the Public Fund; and (ii) attached Exhibit B for a copy of the corrected fee table and expense example disclosure for the Private Fund. The Exhibits have been marked to reflect the changes made. PART C Item 25. Financial Statements and Exhibits (pg. C-1 – C-2) Comment 3: Applicable to both Funds . Please provide a representation in correspondence that each of the Public Fund and Private Fund will file the amended management fee waiver and expense limitation and reimbursement agreements to reflect the change in the terms of each agreement. Response: Confirmed. Each Fund will file amended and restated management fee waiver and expense limitation and reimbursement agreements to reflect the change in the terms of such agreements in subsequent amendments to the Registration Statements. ******** 2 Oaktree Asset-Backed Income Fund Inc. Oaktree Asset-Backed Income Private Placement Fund Inc. July 30, 2025 Should you have any questions regarding the foregoing, please do not hesitate to contact the undersigned at the number listed above. Thank you. Very truly yours, /s/ Thomas D. Peeney Thomas D. Peeney for Paul Hastings LLP 3 Oaktree Asset-Backed Income Fund Inc. Oaktree Asset-Backed Income Private Placement Fund Inc. July 30, 2025 Exhibit A SUMMARY OF FUND EXPENSES The following table illustrates the aggregate fees and expenses (based on average net assets) that the Fund expects to incur and that Shareholders can expect to bear directly or indirectly. The expenses in this table are estimates for the current fiscal year. The purpose of the table and the example below is to help you understand the fees and expenses that you, as a holder of Shares, would bear directly or indirectly. Class A Shares Class F Shares Class I Shares Class U Shares Shareholder Transaction Expenses: Maximum Sales Charge (Load) on Purchases (as a percentage of public offering price) 2.50% None None None Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of your purchase or repurchase price) (1) 1.50% None None None Repurchase Fee (2) 2.00% 2.00% 2.00% 2.00% Annual Fund Operating Expenses (as a percentage of average net assets attributable to Shares): (3) Management Fee (4) 1.50 1.25 % 1.50 1.25 % 1.50 1.25 % 1.50 1.25 % Incentive Fee (5) 0.00% 0.00% 0.00% 0.00% Distribution and/or Shareholder Servicing Fees (6) 0.75% None None 0.75% Interest Payments on Borrowed Funds (7) 1.79% 1.79% 1.79% 1.79% Other Expenses Operating Expenses (8) 1.11% 1.11% 1.11% 1.11% Organizational and Offering Costs (9) 0.76 2.54 % 0.76 2.54 % 0.76 2.54 % 0.76 2.54 % Total Annual Fund Operating Expenses 5.66 7.44 % 4.91 6.69 % 4.91 6.69 % 5.66 7.44 % Fees Waived and/or Expenses Reimbursed or Recouped (10) (2.42) (4.20) % (2.42) (4.20) % (2.42) (4.20) % (2.42) (4.20) % Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement or Recoupment 3.24% 2.49% 2.49% 3.24% Example The following example illustrates the expenses (including any applicable sales charge) that you would pay on a $1,000 investment in the Shares, assuming a 5% annual return. The Management Fee Waiver Agreement and the Expense Limitation and Reimbursement Agreement are taken into account only for the one-year expense example: (1) 1-Year 3-Year 5-Year 10-Year Class A Shares $ 57 $ 168 201 $ 279 338 $ 548 653 Class F Shares $ 25 $ 126 160 $ 227 290 $ 480 597 Class I Shares $ 25 $ 126 160 $ 227 290 $ 480 597 Class U Shares $ 33 $ 147 180 $ 260 321 $ 536 644 4 Oaktree Asset-Backed Income Fund Inc. Oaktree Asset-Backed Income Private Placement Fund Inc. July 30, 2025 Exhibit B SUMMARY OF FUND EXPENSES The following table illustrates the aggregate fees and expenses (based on average net assets) that the Fund expects to incur and that Shareholders can expect to bear directly or indirectly. The expenses in this table are estimates for the current fiscal year. The purpose of the table and the example below is to help you understand the fees and expenses that you, as a holder of Shares, would bear directly or indirectly. Class F Shares Class I Shares Shareholder Transaction Expenses: Maximum Sales Charge (Load) on Purchases (as a percentage of public offering price) None None Maximum Deferred Sales Charge (Load) (as a percentage of the lesser of your purchase or repurchase price) (1) None None Repurchase Fee (2) 2.00% 2.00% Annual Fund Operating Expenses (as a percentage of average net assets attributable to Shares): (3) Management Fee (4) 1.25% 1.25% Incentive Fee (5) 0.00% 0.00% Interest Payments on Borrowed Funds (6) 1.79% 1.79% Other Expenses Operating Expenses (7) 1.11% 1.11% Organizational and Offering Costs (8) 0.76 2.54 % 0.76 2.54 % Total Annual Fund Operating Expenses 4.91 6.69 % 4.91 6.69 % Fees Waived and/or Expenses Reimbursed or Recouped (9) (2.42) (4.20) % (2.42) (4.20) % Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement or Recoupment 2.49% 2.49% Example The following example illustrates the expenses that you would pay on a $1,000 investment in the Shares, assuming a 5% annual return. The Management Fee Waiver Agreement and the Expense Limitation and Reimbursement Agreement are taken into account only for the one-year expense example: (1) 1-Year 3-Year 5-Year 10-Year Class F Shares $ 25 $ 126 160 $ 227 290 $ 480 597 Class I Shares $ 25 $ 126 160 $ 227 290 $ 480 597 5