SecProbe.io

May 28, 2025
VIA E-MAIL
Pamela Poland Chen, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Re: Privacore VPC Asset Backed Credit Fund
   File No. 333-286938
Dear Ms. Chen:
On May 2, 2025, you filed a registration statem ent on Form N-2 for Privacore VPC Asset
Backed Credit Fund (the “Fund”).   Our comments are set forth below.  For convenience, we
generally organized our comments using the headi ngs, defined terms and page numbers from the
registration statement.  Where a comment is made with respect to the disclosure in one location
of the filing, it applies to all s imilar disclosure found elsewhere.
PROSPECTUS
Cover Page
1. The fourth sentence of the second paragraph on the cover page states that Asset Backed
Credit Instruments “include”, among other things , “direct and indirect credit and credit-
related investments” .  Please replace “include” with a diffe rent term to provide a definition of
Asset Backed Credit Instruments rather than only examples of such instruments.  Please also
disclose what “ indirect  [emphasis added] credit and credit-re lated investments” are.
2. The fifth sentence of the second paragraph on th e cover page refers to “other credit-related
investments”.  Inasmuch as the Fund’s name s uggests investments in asset-backed credit,
rather than only credit, please replace this term with “other asset backed credit-related
investments”.  Please also identify any other such  asset backed credit-related investments that
are to be included in the Fund’s 80% inves tment policy and disclose  any corresponding risks
in the General Risks section.
3. The sixth sentence of the second paragraph on the cover page refers to “hard assets”.  Please
disclose what hard assets are.
4. The seventh sentence of the second paragraph on the cover page iden tifies investments in
which the Fund may invest.  Please revise this  sentence to clarify that certain of these
investments are “Asset Backed Credit Instruments” ( e.g., “residential and commercial real
estate” is not an asset-backed credit instrument).

Pamela Poland Chen, Esq.
Page 2
May 27, 2025

5. The first sentence of the seventh paragraph on the cover page states that the Fund has
adopted a fundamental policy to make repurchase offers of not less than 5% or more than
25% of the Fund’s outstanding Shares.  Pleas e disclose the specific amount of the Fund’s
Shares that the Fund expects to repurchase.  Also, please disclose in this paragraph the
intervals between deadlines for repurchas e requests, pricing and repayment.  See Guide 10 to
Form N-2.
6. Please revise the last bolded bullet point on the cover page to clarify what risk results from
the sale of assets by the Sub-Adviser ( e.g., sale of Fund assets at a loss).
Fund Summary — Investment Objectives and Strategies (pages 1 – 3)
7. Please insert the word “P rincipal” before the word  “Strategies” in the heading of this section.
See Instruction to Item 3.2. of Form N-2 (sta ting that the synopsis “should provide a clear
and concise description of the key features  [emphasis added]” of the Registrant).
8. The second sentence of the second paragraph of this  section refers to “related derivatives”.
Please identify here the types of derivatives in which the Fund will principally invest.
9. On page 2, the second paragraph describes A sset Backed Credit Instruments in which the
Fund will invest.  Please disclose  any credit quality policy and matu rity policy that applies to
these investments.
10. On page 2, the second to last bulle t point refers to “particular ve rticals”.  Please disclose this
phrase in plain English.  See Rule 421(b)(4) under the Secur ities Act of 1933 (“Securities
Act”).
Summary of Fund Expenses (pages 8 – 10)
11. The second to last sentence of  footnote eight states that the Expense Limitation Agreement
has an initial term of one year.  Please disclose the expiration date of the Expense Limitation Agreement.
Use of Proceeds (page 10)
12. The first sentence of this section states that th e proceeds from the sale of Shares of the Fund
will be invested by the Fund “as soon as practicable  after receipt of such proceeds”.  Please
disclose with greater specific ity how long it is expected to take to fully invest the net
proceeds (rather than stating that such proceeds  will be invested “as soon as practicable after
receipt”), the reasons for any anticipated lengthy delay in investing the net proceeds, and the
consequences of any delay.  See Item 7.2. of Form N-2.
Investment Objective and Strategies (pages 10 – 16)
13. Please insert the word “P rincipal” before “Strategies” in th e heading of this section.  Please
also move disclosure of any non- principal strategies to a sepa rate section with a separate
heading indicating that such st rategies are non-principal.  See Items 8.2. and 8.4. of Form N-2
and Instruction 1 to Item 8.4.

Pamela Poland Chen, Esq.
Page 3
May 27, 2025

14. On page 11, the last bullet point refers to “[ s]tretch” senior secured term loans.  Please
disclose what stretch means in this context.  See Rule 421(b)(4) under the Securities Act.
15. On page 12, the first bullet point refers to “equ ity-like structures”.  Please explain to us why
an equity-like structure investment is appropr iate to include in th e Fund’s 80% investment
policy in Asset Backed Credit Instruments.  See Rule 35d-1(a)(2)(i) under the Investment
Company Act of 1940 (“1940 Act”).
16. On page 12, the first sentence of the first full pa ragraph refers to “priva te securitizations”.
Please clarify what private securitizations are ( e.g., privately-offered securitizations).
General Risks (pages 16 – 54)
17. Inasmuch as the Fund Summary only cross references this section in disclosing the Fund’s
risks, please disclose that the risks included in  this section are principal risks and move any
non-principal risks to a separate section with a separate heading indicating that such risks are
non-principal risks.  See Item 8.3.a. of Form N-2.
18. On page 26, under “Transactions with Affiliates”, di sclosure indicates that the Fund has
applied for co-investment exemptive relief.  Pleas e disclose that there is no assurance that
such relief will be granted.
19. On page 41, under “PIK Interest”, please disclo se the risks of including PIK interest in Pre-
Incentive Fee Net Investment Income (as disc losed on page 4) on which the Fund pays the
Adviser an incentive fee.
20. On page 49, the first sentence under “Concentratio n of Investments” states that except to the
extent required by applicable law and the Fund’s fundamental policies, there are no
limitations imposed by the Advisers as to the amount  of Fund assets that may be invested in
any single industry or group of industries, subject  to the Fund’s policy not to concentrate in a
particular industry or group of i ndustries.  Please revise this se ntence to (i) remove disclosure
that there are not limitations as to the amount of  Fund assets that may be invested in any
single industry or group of industrie s and (ii) disclose that the Fund may not invest more than
25% of its assets in any indus try or group of industries.
Management of the Fund — Investment Management Agreements (page 56)
21. The last sentence of the second paragraph of  this section states that the Investment
Management Agreement provides for indemnification against lia bility or expense so long as
the liability or expense is not incurred by reason of an Adviser Party’s “willful misfeasance, gross negligence or reckless disregard of its ob ligations to the Fund.”  Please add “bad faith”
to this quoted language.  See Section 17(i) of the 1940 Act.
Incentive Fee (pages 57 – 58)
22. Please disclose a graphical representation of the Incentive Fee and an example showing how
it is calculated.

Pamela Poland Chen, Esq.
Page 4
May 27, 2025

Distribution and Service Plan (page 59)
23. In the first sentence of this section, if accurate , please replace “applied fo r” with “obtained”.
Voting (page 62)
24. The first sentence of this section states that each Shareholder will have the right to cast a
number of votes based on the value of such Shar eholder’s Shares.  Please revise this sentence
to reflect Section 6.1 of the Fund’s Declaration of  Trust, which states that a Shareholder is
entitled to one vote for each Share held.
Purchasing Shares — Purchase Terms (page 80)
25. The first sentence of the second paragraph of th is section states that the Fund may offer Class
I Shares to certain feeder vehicles, which in turn  offer interests in those vehicles to investors,
and that the Fund expects to conduct such offe rings pursuant to exceptions from registration
under the Securities Act and not as a part of this  offering.  Please provide a legal analysis as
to us why such offerings to certain feeder ve hicles, which in turn offer interests in those
vehicles to investors, should not be integrated with this public offering of the Fund’s Shares.
See Rule 152 under the Securities Act.
Purchasing Shares — Sales Charge – Cla ss S Shares and Class D Shares (pages 81 – 82)
26. On page 82, the second sentence of the second para graph states that fina ncial intermediaries
may reduce or waive the sales charge under cert ain circumstances.  Please disclose such
reductions and waivers provided by each such inte rmediary or, alternatively, disclose that
there are currently no financial intermediaries th at offer sales charge waivers or reductions.
See Item 12(a) of Form N-1A and IM Guidan ce Update 2016-06, at te xt preceding footnote
5.  See also  application for exemptive relief filed by Privacore PCAAM Alternative Income
Fund on August 30, 2024, at text preceding and following footnote 19.
Additional Information — Subsidiaries (pages 83 – 84)
27. The first sentence of this section states  that the Fund may ma ke investments through
Subsidiaries.  Please respond to the followi ng comments regarding the Subsidiaries.
a. Confirm that any investment  advisory contract between a Subsidiary and its
investment adviser will be filed as an exhibit to the registration statement as it is a material contract.
b. Confirm that the financial statements of any wholly-owned or substantially owned
Subsidiary will be consolidated with t hose of the Fund.  If not, explain why not.
c. Tell us if any of the Fund’s wholly-owned or substantially owned Subsidiary will
charge a management fee.  If so, please c onfirm to us that th e management fees
(including performance fees) of any Subsid iary whose financial statements are
consolidated with those of the Fund will be included in the “Management Fee” line

Pamela Poland Chen, Esq.
Page 5
May 27, 2025

item of the fee table and any such special purpose vehicle’s other expenses will be
included in the “Other Expenses” line item of the fee table.
d. Confirm that the Subsidiaries and their boards of directors will agree to inspection by
the staff of the Subsidiaries’ books and records, which will be maintained in
accordance with Section 31 of the 1940 Act and the rules thereunder.
e. If any Subsidiaries will be foreign entities, confirm that such Subsidiaries and their
boards of directors will agree to designate an agent for service of process in the
United States.
Additional Information — Derivative Actions/Exclusive Forum (pages 84 – 85)
28. On page 85, the last sentence of the second para graph states that the Declaration of Trust
provides that the “foregoing provisions” will not  apply to claims brought under the federal
securities laws.  Inasmuch as three paragraphs of disclosure precede this sentence, please
clarify with greater specificity the “foregoing provisions” that do not apply to claims brought
under the federal securities laws.
STATEMENT OF ADDITIONAL INFORMATION
Fundamental Policies (pages 1 – 3)
29. On page 1, disclosure states that the Fund ma y not concentrate in a particular industry or
group of industries.  Please note that staff be lieves that asset-backed  securities can not be
excluded from this concentration policy because concentrated investments in asset-backed securities can expose investors to risks common to one industry.  Staff takes the position that
every investment, other than investments in government s ecurities, domestic bank deposit
instruments or tax-exempt securities issued  by governments or their political subdivisions
(excluding private activity munici pal debt securities) is an i nvestment in some industry or
group of industries.  Accordingly, a fund must  determine which indus try classification(s)
reasonably applies with respect to each asset-backed security issuance for concentration
purposes.  Toward this end, the Fund could consider  the nature of an asset-backed security’s
underlying receivables ( e.g., auto loans, aircraft leases etc.) to determine its industry
classification for purposes of its concentra tion policy.  A fund could also reasonably choose
to classify its non-mortgage related asset-backed investme nts in a single industry for
concentration purposes.
PART C – OTHER INFORMATION
Item 25.  Financial Statemen ts and Exhibits (page C-1)
30. Please revise the last sentence of Section 10.2 of  the Declaration of Trust (filed as exhibit
(a)(1)) to add “Except as to duties (including st ate law fiduciary duties of loyalty and care)
and liabilities with respect to matters arising under the federal securities laws,” at the start of
such sentence.

Pamela Poland Chen, Esq.
Page 6
May 27, 2025

31. Section 4.3 of the Bylaws (filed as exhibit (b)) st ates that, at any meeting of Shareholders, the
Trust will consider broker non-votes as present for purposes of determining whether a
quorum is present.  Please revise Section 4.3 to clarify that broker non-votes cannot always
be treated as present for quorum purposes.  See e.g. , NYSE Rule 452.10, which allows
brokers to vote only on certain types of matters if the beneficial owner of the stock has not
provided voting instructions to the broker.
32. Please confirm to us that the Opinion of Counsel to be filed as Exhibit (l) will be consistent
with Staff Legal Bulletin 19.
Item 34.  Undertakings (pages C-3 – C-4)
33. If the Fund will rely on Rule 430A under the Se curities Act, please include undertaking 34.4
of Form N-2.
34. Please include undertaking 34.6 of Form N-2.  See Rule 484 under the Securities Act.
Signature Page
35. The registration statement is signed by a single trustee.  Please ensure that a pre-effective
amendment to this registration statement is si gned by all persons require d by Section 6(a) of
the Securities Act, including a majority of the Trustees.  Please also file as exhibits any
powers of attorney that are used  to sign the signature page.  See Rule 483(b) under the
Securities Act.
GENERAL COMMENTS
36. We note that many portions of your filing are in complete or to be updated by amendment.
We may have additional comments on such por tions when you complete them in pre-
effective amendments, on disclo sures made in response to this  letter, on information supplied
supplementally, or on exhibits added in any pre-effective amendment.
37. If you intend to omit certain information from th e form of prospectus included with the
registration statement that is declared effective in reliance on Rule 430A under the Securities
Act, please identify the omitted information to us supplementally, preferably before filing the
pre-effective amendment.
38. Please advise us if you have s ubmitted or expect to submit any exemptive applications, other
than the application for co-investment relief, or no-action requests in connection with your
registration statement.
39. Responses to this letter should be in the form  of a pre-effective amendment filed by the Fund
pursuant to Rule 472 under the Securities Act.  Wh ere no change will be made in the filing in
response to a comment, please indi cate this fact in a supplementa l letter and briefly state the
basis for your position.

Pamela Poland Chen, Esq.
Page 7
May 27, 2025

In closing, we remind you tha