SecProbe.io

March 12. 2025
VIA E-MAIL
Ann Maurer
Pursuit Asset-Based Income Fund c/o UMB Fund Services, Inc. 235 West Galena Street Milwaukee, WI 53212  Joshua B. Deringer, Esq. Faegre Drinker Biddle & Reath LLP One Logan Square, Ste. 2000 Philadelphia, PA 19103-6996

Re:  Pursuit Asset-Based Income Fund
Initial Registration Statement on Form N-2
 File Nos: 333-284708 and 811-24051

Dear Ms. Maurer and Mr. Deringer:
 On February 5, 2025, Pursuit Asset-Based Income Fund (the “Fund”) filed a registration statement on Form N-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940
Act”).  A delaying amendment was filed on February 10, 2025, in response to staff comment, to
include the language required by Rule 473 under the 1933 Act.   We have reviewed the filings and have the following comments. All capitalized terms not otherwise defined herein have the meaning given to them in the Registration Statement. Unless otherwise specified, references to items, instruction numbers and guides in this letter are to items and instructions in Form N-2, and the Guidelines for Form N-2, respectively.  References to rules are to the rules under the 1940 Act.
General:

1. We note that the Registration Statement is missing information and exhibits ( e.g., seed
financial statements of the Fund) and contains bracketed disclosures ( e.g., fee table and
expense example, discussion of officers and directors in the SAI). A full review,

Ann Maurer
Joshua B. Deringer Pursuit Asset-Based Income Fund Page 2 of 12
 including financial review (e.g., seed statements, auditor’s report, consent) must be
performed prior to declaring the registration statement effective.  We may have additional comments on such portions when you complete them in any pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits filed in any pre-effective amendment.
2. Where a comment is made regarding disclosure in one location, it is applicable to all
similar disclosure appearing elsewhere in the Registration Statement. Please make all conforming changes.
3. Please advise us if you expect to submit any exemptive application(s) or no-action
request(s) in connection with the Registration Statement in addition to the requests for multi-class and co-investment relief. Please ensure the disclosure throughout the registration statement, as noted on the cover page, is clear that only Class I shares will be available for purchase unless the multi-class exemptive relief is obtained. Please also ensure throughout that the disclosure is clear that there is no guarantee that the registrant will receive an exemptive order.
4. We note that as of the filing date of the registration statement, Pursuit Fund Advisers,
LLC is only registered with the SEC as an exempt reporting adviser.  Please supplementally discuss the Adviser’s registration status and the Adviser’s plans with respect to registration under the Investment Advisers Act of 1940.
5. Please confirm that the Fund does not intend to issue preferred or debt securities within
a year from the effective date of the Registration Statement.
6. Please confirm the Fund will attach any credit agreements by pre-effective amendment
to Part C if any credit facilities will be in place by the Fund’s launch.
 Accounting comments:

7.  Please explain in correspondence whether leverage will be used in the fund's first year of
operations.

8. Please include examples demonstrating the operation of the incentive fee in an
amendment. In addition, please provide the examples in the correspondence response.

9. Please provide the name of the fund's independent registered public accounting firm in
correspondence.
Legal comments:
Cover Page 10. Please explain in your response the extent to which the Fund will invest/invests in
private funds that rely on section 3(c)(1) or 3(c)(7) of the 1940 Act. If the Fund will invest/invests more than 15% of its net assets in private funds that rely on sections

Ann Maurer
Joshua B. Deringer Pursuit Asset-Based Income Fund Page 3 of 12
 3(c)(1) or 3(c)(7), please note that as a registered closed-end fund, the Fund should
impose a minimum initial investment requirement of at least $25,000 and restrict sales to investors that, at a minimum, satisfy the accredited investor standard. Please explain to us why it is/would be appropriate for the Fund to offer shares without imposing these limitations. We may have additional comments after reviewing your response.

11. We note that footnote (1) to the offering table on page (i) suggests the initial investment
minimum may be waived for all classes of shares and all categories of investors.  Please
clarify that such waivers would be limited to certain categories of investors and cross reference to the section of the Registration Statemen that discusses waivers (we note that
the discussion is in the “Purchasing Shares” sub-section on page 58). Please confirm this
is accurate and clarify the disclosure as applicable throughout registration statement.
12. Please disclose the anticipated timing of the Fund's initial repurchase offer.

13. If applicable, please add the following bullet points since the Fund’s shares will not be
listed on an exchange:

x The amount of distributions the Fund may pay, if any, is uncertain and the Fund may
pay distributions in significant part from sources that may not be available in the
future and that are unrelated to the Fund's performance, such as from offering proceeds, borrowings and amounts from the Fund's affiliates that are subject to repayment by investor.

x Such distributions may constitute return of capital which will reduce an investor’s
adjusted tax basis in the common shares.

x An investor will pay a sales load of up to [_]% and offering expenses of up to [_]%
on the amounts it invests. If you pay the maximum aggregate [__]% for sales load and offering expenses, you must experience a total return on your net investment of [__]% in order to recover these expenses.

x The Fund intends to invest in private companies and private loans for which very
little public information exists.  Such companies are also generally more vulnerable to economic downturns and may experience substantial variations in operating results.
x The privately held companies and below-investment-grade securities in which the
Fund will invest may be difficult to value and are illiquid.
Fund Summary
 The Fund and the Shares, p. 1

14. In the third paragraph, please clarify that the Sh ares in the Fund will not be listed on any
exchange.

Ann Maurer
Joshua B. Deringer Pursuit Asset-Based Income Fund Page 4 of 12
 15. The disclosure at the bottom of page 1 references the reorganization of the Predecessor
Fund with and into the Fund.  In correspondence, please provide additional information related to the reorganization, including whether any exemptive relief is required in order to affect the reorganization. If you are relying on the GuideStone no-action letter, please explain any differences and similarities between the facts underlying the reorganization of the Predecessor Fund into the Fund and those in the Guidestone no-action letter.  Please explain why the Predecessor Fund did not itself register as a fund and instead reorganized into the Fund.

Investment Objectives and Strategies, p.2

16. We note that the Fund intends to invest "at least 80% of its net assets … in specialized
investment strategies in smaller, undercapitalized assets and markets", which are defined as "Niche Asset-Based Alternatives". Please clarify the 80% test as it suggests investments in "strategies" as opposed to particular types/categories of investment suggested by the Fund's name.

17. We note that the disclosure in the fourth paragraph states that Niche Asset-Based
Alternatives "may include, but are not limited to," a range of categories of investments. Please revise the disclosure to clearly describe the types of investments that the Fund will purchase or sell as part of its principal investment strategy. Please describe such principal investments in plain English.
 18. In the fourth paragraph:

a. In the first sentence, please clarify what constitutes “smaller, undercapitalized
assets and markets.”  Is there a minimum/maximum capitalization for issuers that the Fund intends to invest in?

b. Please clarify whether the loans referred to will be senior or subordinated.  Does
the Fund intend to invest in covenant lite loans? Please disclose, as applicable.
 19. We note the Fund's "Niche-Based Alternatives are investments in "markets that are not
broadly financed by traditional commercial banking...."  Please clarify if this is different from the "primarily developed markets" described in the fifth paragraph. Please clarify if the Fund will invest in foreign issuers including from emerging markets, and where appropriate, describe how the Fund defines “developed” and “emerging markets”, if appliable.

The Investment Manager, p. 3
  20. Please review the disclosure related to th e Investment Adviser’s registration status and
revise as needed.  See comment 4 above.

Ann Maurer
Joshua B. Deringer Pursuit Asset-Based Income Fund Page 5 of 12

The Offering, p. 5
21. In the second paragraph, please clarify that the Fund may waive the minimum initial
investment for certain categories of investors.  Please confirm that the “Purchase of Shares” sub-section discloses all such categories of investors.
Fund Fees and Expenses, pp. 8-10  22. Please provide a completed fee table and expense example for our review.

Investment Objectives and Strategies, pp. 11-14   Investment Strategies and Overview of Investment Process, pp. 12-14
  23. Please clarify the in disclosure whether the Underlying Funds are affiliated with the Fund
or the Investment Manager.

24. We note the Fund proposes to invest in specialty consumer loans, student loan debt, and
other consumer debt.  Does the Fund propose to invest in asset-backed securities and securitizations generally (CLOs, CDOs, etc.), individual loans or both? Please clarify in the disclosure and identify, if applicable, any target allocations between the investment types. Additionally, if the fund proposes to invest in securitizations, will the Fund invest in lower rated tranches?

25. Supplementally, please describe how the Fund will determine which industry
classification or classifications reasonably apply with respect to each asset-backed security issuance for concentration purposes.

26. Please clarify if there are any limits to how much the Fund can allocate among asset types
and classes, including below-investment grade securities.
 27. We note that the fund may use one or more wholly owned SPVs to make investments.
With respect to each wholly owned subsidiary, please disclose:

a. That any investment adviser to a subsidiary complies with provisions of the 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 Act.  Any investment advisory agreement between a subsidiary and its investment adviser is a material contract that should be included as an exhibit to the registration statement.  If the same person is the adviser to both the Fund and 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.

Ann Maurer
Joshua B. Deringer Pursuit Asset-Based Income Fund Page 6 of 12
 b. Any of a subsidiary’s principal inves tment 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.

c. Explain in correspondence whether the financial statements of a subsidiary will be
consolidated with those of the Fund.  If not, please explain why not.

d. Confirm in correspondence that a 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 Act and the rules thereunder.

e. To the extent a subsidiary will be a foreign corporation, confirm that the
subsidiary and its board of directors will ag ree to designate an agent for service of
process in the United States.

f. Please identify the subsidiary’s custodian, if any.

g. Confirm that a subsidiary’s management fee (including any performance fee), if
any, will be included in “Management Fees,” and the subsidiary’s expenses will be included in “Other Expenses” in the Fund’s fee table.

h. Disclose 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. Primarily controlled” means (1) the Fund controls the unregistered entity within the meaning of Section 2(a)(9) of the 1940 Act, and (2) the Fund’s control of the unregistered entity is greater than that of any other person.

Small Business Corporate and Asset Backed Credit, p. 12

28. Please clarify how the Fund defines “small and medium-sized businesses.”

Smaller Consumer Loans and Asset-Backed Credit, p. 12
29. Please clarify the term “smaller balance” and whether these types of loans will be
securitized; if so, please disclose whether the Fund may invest in lower rated tranches.
  Marketplace Lending, p. 13
  30. Supplementally, please clarify what percentage of the Fund will be invested in
marketplace/peer-to-peer loans.  If the Fund will invest principally in such loans, please disclose the following:

Ann Maurer
Joshua B. Deringer Pursuit Asset-Based Income Fund Page 7 of 12
 x The fund will only invest through 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.
x In both the fund’s 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.
 Please clarify whether
the Fund may invest through platforms where it cannot evaluate the completeness
and accuracy of the individual loan data provided by the platforms relevant to the existence and valuation of the loans purchased and utilized in the accounting of the loans. We may have additional comments.

x What initial due diligence and ongoing monitoring over the underwriting quality
at each platform will be performed.

x The fund’s qualified custodian will receive evidence that the fund owns the loan
and will have the ability to enforce the loan.  Please clarify what the custodian
receives as evidence for each of the diffe rent types of loans that it will purchase.

Use of Leverage, pp. 15-16  31. The first paragraph of this section discusses the use of derivatives such as swap
agreements, options or other derivative instruments, and the use of short sales; however, the Fund’s principal investment strategies do not disclose the use of derivatives. Please reconcile.

32. The second paragraph states “The Fund may be subject to certain restrictions on
investments imposed by lenders or by one or more rating agencies that may issue ratings for any senior securities issued by the Fund.” Please consider adding a risk factor below to describe this risk.

33. We note Item 8.3.a of Form N-2 requires the table illustrating the effects of leverage if
the prospectus offers common stock and the Fund has outstanding or is offering a class of senior securities. Please d