SecProbe.io

CORRESP
1
filename1.htm

        1095 Avenue of the Americas

New York, NY 10036-6797

+1 212 698 3500 Main

+1 212 698 3599 Fax

www.dechert.com

        Richard Horowitz

richard.horowitz@dechert.com

+1 212 698 3525 Direct

+1 212 698 8452 Fax

January 17, 2020

VIA EDGAR

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Attn: Ms. Karen Rossotto, Esq.

 Re: Franklin BSP Private Credit Fund, File No. 811-23492, 333-234759 (the “Fund”)

Dear Ms. Rossotto:

We are writing in response to comments
provided on December 18, 2019 with respect to the registration statement (the “Registration Statement”) filed on Form
N-2 under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended
(the “1940 Act”), on November 18, 2019 on behalf of the Fund, a non-diversified, closed-end management investment company.
The Fund has considered your comments and has authorized us, on its behalf, to make the responses and changes discussed below to
the Registration Statement.

On behalf of the Fund, set forth below
are the SEC staff’s comments along with our responses to or any supplemental explanations of such comments, as requested.

General Comments

 1. Comment: We note that portions of the registration statement are incomplete. We may have
additional comments on such portions when you complete them in a pre-effective amendment, on disclosures made in response to this
letter, on information supplied supplementally, or on exhibits added in any amendments.

Response:
We acknowledge the comment.

 2. Comment: A significant portion of the registration statement appears to be sales literature.
Please consider instruction 5.b. in General Instructions for Parts A and B in Form N-2, which states that “[i]f ‘sales
literature’ is included in the prospectus...it should not significantly lengthen the prospectus nor obscure essential disclosure.”
Please also note that, consistent with General Instructions to Part A: The Prospectus, “responses to the items of
Part A of Form N-2 should be as simple and direct as possible and should include only information needed to understand the fundamental
characteristics” of the Fund. Revise the disclosure throughout the registrant statement to comply with these instructions.

Response: We have deleted
certain portions of the disclosure in the section entitled “Investment Objective, Opportunities and Strategies” in
order to streamline the overall disclosure.

 3. Comment: Please supplementally explain if the Fund has submitted or intends to submit an
exemptive application or no-action request in connection with the registration statement, or if the Fund anticipates requesting
such relief in the future. In particular, will the Fund require relief to offer multiple classes of shares?

Response: The Fund intends
to rely on existing exemptive relief to offer multiple share classes provided to Franklin Floating Rate Trust, et al., provided
in response to the application file on Form 40-6C/A on September 9, 2003, File No. 812-12952, and on the co-investment exemptive
relief issued to Franklin Alternative Strategies Funds, et. al., Investment Company Act Rel. No. 33117.

 4. Comment: With respect to the disclosure in Principal Investment Strategies, please
address the following comments:

 a. The first sentence states, “[t]he Fund seeks to achieve its investment objective by investing
in private credit investments in middle market companies in the United States.” As private credit investments are a principal
investment of the Fund, please disclose in plain English how the Fund defines private credit investments and how the Fund may achieve
its objective through investment in this asset class. Additionally, as the Fund’s name includes the term “Private Credit,”
please disclose here that the Fund will invest 80% of its Fund’s Managed Assets in private credit investments.

      2

 b. In the third sentence, the disclosure states, “[t]he Fund aims to target investments presented
by the large, persistent and attractive market opportunity created by a structural supply/demand imbalance for private credit.”
Please describe what a “structural supply/demand imbalance” is in plain English. In general, please avoid the use of
technical and complex language or jargon.

 c. In the middle of this section, the disclosure states, “Benefit Street Partners (“BSP”)
believes that private debt represents a large opportunity set for the Fund, particularly for well-positioned investors that possess
a scaled platform, deep credit markets experience, knowledge and proprietary sourcing networks.” Define BSP as the Fund’s
investment advisor since it is used here for the first time. Also, it is unclear who the referenced “investors” are.
Clarify if “investors” means the Fund or investors in the Fund.

Response: The disclosure
has been revised accordingly.

 5. Comment: In Interval Fund, please specify the anticipated timing of the Fund’s
initial repurchase offer and provide a cross-reference to those sections of the Prospectus that discuss the Fund’s repurchase
policies and the attendant risks. See Guide 10 to Form N-2.

Response: The disclosure
has been revised accordingly.

 6. Comment: Please confirm that the bullets disclosed in Unlisted Closed-End Fund will
also appear immediately above the signature line on the account registration form or subscription agreement used by investors to
purchase Fund shares.

Response: We respectfully
acknowledge the comment; however, we note that we are not aware of any form or other requirement to include these bullet points
in the account registration form or subscription agreement. We believe that, because a prospectus will be delivered to investors
along with an account registration form and/or subscription agreement, it is unnecessary to include the risk factors in such documents
as well.

      3

Prospectus Summary

 7. Comment: On page 1, in Investment Opportunities and Strategies, the disclosure states:
 “‘Managed Assets’ means the total assets of the Fund (including any assets attributable to indebtedness or any
preferred shares that may be issued) minus the Fund’s liabilities other than liabilities relating to indebtedness.”
Please confirm that this definition is consistent with Rule 13d-1 under the Investment Company Act of 1940.

Response: We respectfully
note that there is no Rule 13d-1 under the 1940 Act. We note that the definition of “Managed Assets” is consistent
with the definition of total assets under Rule 35d-1 and we believe that the Fund’s 80% policy complies with the requirements
of this Rule.

 8. Comment: In the carry-over paragraph on page 3, in Portfolio Composition, the disclosure
states, “[t]he Fund may utilize various types of derivative instruments...including total return swaps for the purpose
of gaining exposure to Syndicated Loans [emphasis added].” Please disclose here each type of derivative the Fund intends
to use as a principal strategy and the specific risks associated with each type. Also, will the Fund count derivatives towards
the Fund’s policy to invest at least 80% of its Managed Assets in private credit? If so, please confirm supplementally that
the derivatives will be valued at market, and not notional, value for this purpose.

Response: We respectfully
acknowledge the comment and confirm that total return swaps is the only class of derivative instruments we intend to use as part
of our principal investment strategy. We hereby confirm that the Fund intends to use the market value of all derivatives, including
total return swaps, for purposes of testing its compliance with the 80% policy.

 9. Comment: On page 6, in Fund Expenses, the disclosure references an Administration
Agreement between the Fund and an Administrator and a BSP Administration Agreement. Please disclose in this section how the Board
of Directors, including the Independent Directors, will review the compensation that the Fund pays to the Administrator and to
BSP under these agreements and how the Board determines that such payments are reasonable in light of the services provided.

Response: As requested,
the disclosure has been revised with respect to the BSP Administrator. We note that the other Administrator is not expected to
be an affiliated person of the Fund or the Adviser; the Board will, consistent with its fiduciary duty, review and approve the
applicable contract, services and compensation to be provided by the other third party Administrator. We do not believe, however,
that additional disclosure is warranted with respect to the Board’s oversight of an unaffiliated third party administrator.

      4

Prospectus

 10. Comment: On page 14, in Summary of Fees and Expenses, in footnote 3 to the fee table,
the disclosure states, “[t]he Management Fee is calculated and payable monthly in arrears at an annual rate of [ _]% of the
average daily value of the Fund’s Net Assets.” Please explain supplementally how the Fund values derivatives for purposes
of determining the Fund’s Net Assets.

Response: The Fund will
use the net or market value, and not the notional value, of all derivatives for purposes of computing the Fund’s Management
Fee.

 11. Comment: On page 17, in Use of Proceeds, the disclosure states, “[t]he proceeds
from the sale of Shares are invested by the Fund to pursue its investment program and strategies.” Please disclose how long
it is expected to take to fully invest net proceeds in accordance with the Fund’s investment objectives and policies. If
the Advisor expects the investment period to exceed three months, disclose the reason for such delay. To the extent that the Fund
has not invested net proceeds in accordance with its investment objectives within six months, the Fund will be required to seek
shareholder consent to change its investment objectives. Please confirm in your response. See Item 7.2 of Form N-2 and Guide 1
to Form N-2.

Response: We respectfully
acknowledge the comment and, note that, under normal market conditions, the Advisor expects to invest the offering proceeds in
accordance with the Fund’s investment objective and policies fully within three months. To the extent there are market disruptions
or other unusual circumstances, the Advisor may, consistent with its fiduciary duty to the investors and the disclosure in the
Registration Statement, make defensive investments. We note that Rule 35d-1 does not require a shareholder vote to change the investment
objective of a fund (except in limited circumstances not applicable to this Fund). Additionally, the Fund’s investment policies
and objectives are not fundamental policies of the Fund. Accordingly, we respectfully submit that, while the Fund will act in good
faith to modify its investment strategy to the extent that it is not able to deploy capital as currently contemplated by the registration
statement, it will not undertake to obtain a shareholder vote in connection with any such modification.

      5

 12. Comment: In the last paragraph on page 18, in Investment Objective, Opportunities and
Strategies, the disclosure references “sponsor and non-sponsored transactions.” Please describe these transactions
in plain English.

Response: The disclosure
has been revised accordingly.

 13. Comment: In this same section, in the last paragraph on page 19, delete the phrase “best-in-class
portfolio management” as this is a subjective determination. In addition, as the Fund is non-diversified under the 1940 Act,
please delete or replace the word “diversification” in the last line of this page and also in the first line on page
20.

Response: The disclosure
has been revised accordingly.

 14. Comment: On page 20, the 5th and 6th bullets refer to OID and PIK securities. Will the Fund
invest significantly in these types of obligations? If so, please disclose the following risks presented by these types of investments:

 · The interest payments deferred on a PIK loan are subject to the risk that the borrower may default
when the deferred payments are due in cash at the maturity of the loan;

 · The interest rates on PIK loans are higher to reflect the time-value of money on deferred interest
payments and the higher credit risk of borrowers who may need to defer interest payments;

 · Market prices of OID instruments are more volatile because they are affected to a greater extent
by interest rate changes than instruments that pay interest periodically in cash;

 · PIK instruments may have unreliable valuations because the accruals require judgments about ultimate
collectability of the deferred payments and the value of the associated collateral;

 · Use of PIK and OID securities may provide certain benefits to the Fund’s Advisor including
increasing management fees and incentive compensation;

      6

 · The Fund may be required under the tax laws to make distributions of OID income to shareholders
without receiving any cash. Such required cash distributions may have to be paid from offering proceeds or the sale of Fund assets;
and

 · The required recognition of OID, including PIK, interest for U.S. federal income tax purposes may
have a negative impact on liquidity, because it represents a non-cash component of the Fund’s taxable income that must, nevertheless,
be distributed in cash to investors to avoid it being subject to corporate level taxation.

Response: Securities
with OID and/or PIK elements will not be a principal investment strategy of the Fund, and the disclosure has been
revised accordingly.

 15. Comment: In the line following the bullets on page 20, the disclosure states, “The
Fund expects to use modest leverage.” Clarify what “modest leverage” means. Disclose the anticipated percentage
of the Fund’s portfolio that will consist of leverage. Please also disclose how the Fund will use leverage and the associated
risks. Consider including this disclosure in the Prospectus Summary.

Response: The disclosure
has been revised accordingly.

 16. Comment: On page 22, in the paragraph immediately following the graph the disclosure refers
to private market participants “holding more dry powder.” Provide a plain English explanation of this term.

Response: The disclosure
has been revised accordingly.

 17. Comment: On page 23, in the third full paragraph, the disclosure describes distressed investments
as “[a]lthough not initially a principal investment strategy” of the Fund [emphasis added], “the Fund
may purchase and retain” these investments. If the Fund anticipates that distressed investments may be a principal investment
strategy, please consider disclosing these investments in the Prospectus Summary and also disclosing the associated risks.

Response: Distressed investments
will not be a principal investment strategy of the Fund, and the disclosure has been revised accordingly.

      7

 18. Comment: On page 25, in Expected Investment Process, Investment Committee Preview,
the disclosure states, “The current investment committee for the Fund is composed of Messrs. Gahan, Paasche and Faulstich.”
These individuals have not yet been introduced in the registration statement. Please disclose here their full names and their association
with the Fund.

Response: The disclosure
has been revised accordingly.

 19. Comment: On page 38, in Other Risks Related to the Fund, in the discussion concerning
the Fund’s qualification as a RIC, or at an appropriate place within the registration statement, please disclose the effect
that share repurchases may have on the ability of the Fund to qualify as a regulated investment company under the Internal Revenue
Code in the event that share repurchases have to be funded with proceeds from the liquidation of portfolio securities.

Response: The disclosure
has been revised accordingly.

 20. Comment: On page 45, in Management Fee, please include a statement, adjacent to the description
of the Advisor’s compensation, that a discussion regardin