SecProbe.io

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Faegre Drinker Biddle & Reath LLP

One Logan Square, Ste. 2000

Philadelphia, PA 19103-6996

www.faegredrinker.com

April 23, 2025

Via EDGAR Transmission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jaea Hahn

    Re:
    Pursuit Asset-Based Income Fund (the “Fund”)

    Initial Registration Statement on Form N-2

    File Nos. 333-284708 and 811-24051

Dear Mr. Hahn,

The following responds to
the comments provided via email on March 12, 2025, in connection with the Securities and Exchange Commission (“SEC”) staff’s
review of a registration statement (the “Registration Statement”) filed by the Fund on Form N-2 under the Investment Company
Act of 1940, as amended (the “1940 Act”) and Securities Act of 1933. The changes to the Fund’s disclosure discussed
below are reflected in Pre-Effective Amendment No. 1 to the Fund’s Registration Statement (the “Revised Registration Statement”).

For your convenience, we have
repeated each comment below, and the Fund’s response follows each comment. Capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Registration Statement, unless otherwise indicated.

GENERAL

 1. Comment: 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, 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.

Response: The Fund confirms
that all missing information and all exhibits will be filed in a pre-effective amendment to the Registration Statement. The Fund further
acknowledges that the Staff may have additional comments after such information and exhibits are provided.

 2. Comment: 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.

Response: The Fund has
made all conforming changes.

 3. Comment: 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.

Response: The Fund does
not expect to submit any exemptive application(s) or no-action request(s) in connection with the Registration Statement other than the
requests for multi-class and co-investment relief. The Fund confirms that it has clarified the disclosure in the Revised Registration
Statement to make clear that only Class I shares will be available for purchase unless the multi-class exemptive relief is obtained. Additionally,
the Fund confirms that the disclosure in the Registration Statement clearly indicates that there is no guarantee that the Fund will receive
the exemptive orders.

 4. Comment: 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.

Response: The Fund confirms
that the Adviser intends to register with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended, and
that the related disclosures in the Registration Statement will be updated in a pre-effective amendment once the Adviser has so registered.

 5. Comment: 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.

Response: The Fund confirms
that it does not intend to issue preferred or debt securities within a year from the effective date of the Registration Statement.

 6. Comment: 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.

Response: The Fund so
confirms.

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ACCOUNTING COMMENTS

 7. Comment: Please explain in correspondence whether leverage will be used in the Fund’s first
year of operations.

Response: The Fund confirms
that leverage may be used in the first year of operations.

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

Response: The Fund confirms
that the requested disclosure will be added in a subsequent pre-effective amendment, once the fees are approved by the Board of Trustees.
The Fund has added a placeholder for this disclosure in the Revised Registration Statement.

 9. Comment: Please provide the name of the fund’s independent registered public accounting
firm in correspondence.

Response: The Fund will
identify its independent registered public accounting firm in a future pre-effective amendment filing once approved by its Board of Trustees.

LEGAL COMMENTS

Cover Page

 10. Comment: 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 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.

Response: The Fund confirms
that it does not currently intend to invest more than 15% of its net assets in private funds that rely on sections 3(c)(1) or 3(c)(7)
of the 1940 Act. The Fund respectfully notes, however, that it is unaware of any requirement under the 1940 Act for closed-end funds to
limit their investments in private funds that rely on section 3(c)(1) or 3(c)(7) of the 1940 Act in the manner described.

 11. Comment: 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.

Response: The Fund confirms
that it may waive the investment minimums in its sole discretion for all categories of investors, and it has clarified the disclosure
accordingly in the Revised Registration Statement. The Fund further confirms that the referenced cross reference has been added to the
Revised Registration Statement.

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 12. Comment: Please disclose the anticipated timing of the Fund’s initial repurchase offer.

Response: The Fund confirms
the requested disclosure has been added to the Revised Registration Statement.

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

 · 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 investors.

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

 · 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.

 · 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.

 · The privately held companies and below-investment-grade securities in which the Fund will invest may be
difficult to value and are illiquid.

Response: The Fund confirms
the requested disclosures have been added to the Revised Registration Statement.

Fund Summary

The Fund and the Shares,
p. 1

 14. Comment: In the third paragraph, please clarify that the Shares in the Fund will not be
listed on any exchange.

Response: The Fund has
revised the disclosure as requested.

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 15. Comment: 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.

Response: The reorganization
of the Predecessor Fund into the Fund will comply with the conditions of the Guidestone no action letter (GuideStone Financial, et al.,
SEC No-Action Letter (pub. avail. December 27, 2006)). Pursuant to an Agreement and Plan of Reorganization, the Predecessor Fund will,
at the time of the reorganization, transfer all of its assets to the Fund in exchange for shares of the Fund. Consistent with the GuideStone
Financial no-action letter:

 1) The reorganization will comply with the terms of paragraphs (b), (c), (d), (e), (f) and (g) of Rule 17a-7
under the 1940 Act and the provisions of Rule 17a-8 under the 1940 Act (which among other things, requires an independent evaluator to
value any assets to be transferred for which market quotations are not readily available);

 2) The Fund will be a shell portfolio as of the time of the reorganization;

 3) The assets of the Predecessor Fund will consist of securities that are appropriate, in type and amount,
for investment by the Fund in light of its investment objectives and policies;

 4) The Predecessor Fund will transfer all of its portfolio securities at the time of the reorganization to
the Fund;

 5) The Fund has the same procedures for determining net asset value as the Predecessor Fund and will follow
those procedures in determining the amount of shares to be issued in the reorganization;

 6) The transfer of securities and shares between the Predecessor Fund and the Fund will be effected simultaneously;

 7) The Fund will comply with the recordkeeping requirements described in the GuideStone no-action letter;

 8) The Adviser, consistent with its fiduciary duties, will disclose to the independent trustees of the Fund
the existence of, and all the material facts relating to, any conflicts of interest between the Adviser and the Fund with regard to the
reorganization to facilitate the ability of the independent trustees to evaluate and approve the reorganization; and

 9) The Adviser, not the Predecessor Fund or the Fund, will bear the costs associated with the reorganization.

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The decision to reorganize the Predecessor
Fund into a shell registered investment company, rather than registering the Predecessor Fund directly as an investment company, is driven
by a business judgment that such a reorganization is the more efficient way to bring an alternative income focused interval fund to market.
Among other considerations, it would take longer to bring the Predecessor Fund to market in a registered fund format if the Predecessor
Fund registered directly instead of reorganizing into the Fund. Because the investment strategy is primarily illiquid and sufficient time
is needed to construct a portfolio able to meet various requirements of the 1940 Act and the Code, if the Predecessor Fund registered
directly, it would need to wait until its portfolio was fully assembled and able to meet 1940 Act and Code requirements prior to filing
a Form N-8A (or within a short period of time thereafter). Operating the Predecessor Fund and registering the Fund in parallel allows
the Predecessor Fund to continue to build its portfolio during the Fund’s registration process and up to the time of the reorganization.

Investment Objectives and Strategies,
p. 2

 16. Comment: 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.

Response: The above-referenced
disclosure has bene revised to clarify that the Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes)
in specialized investments in smaller, undercapitalized assets and markets, referred to as “Niche Asset-Based Alternatives.”

 17. Comment: 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.

Response: The Fund has
revised the disclosure as requested.

 18. Comment: 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.

Response:

 a. The Fund confirms that the reference to investments in smaller, undercapitalized assets and markets is
in reference to an issuer’s need for capital rather than the issuer’s market capitalization. There is no minimum/maximum capitalization
for issuers that the Fund intends to invest in.

 b. The Fund confirms that it will invest primarily in senior loans, although the Fund may also invest in
subordinated loans. The Fund does not intend to invest in covenant lite loans. Accordingly, the Fund has added disclosure to the principal
strategy and risk sections regarding investments in senior and subordinated loans.

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 19. Comment: 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 i