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    Simpson
    Thacher & Bartlett llp

    900
                    g street, nw

    washington,
    d.c. 20001

    telephone:
                    +1-202-636-5500

    facsimile:
    +1-202-636-5502

    Direct
                                            Dial Number

    +1-202-636-5592

    E-mail
                                            Address

    steven.grigoriou@stblaw.com

via edgar March  21, 2025

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

 Re: Golub Capital Private Credit Fund

Registration Statement on Form N-14

Ladies and Gentlemen:

On March 21, 2025, Golub Capital Private Credit
Fund (the “Company”) filed a Registration Statement on Form N-14 (the “Registration Statement”) with the
Securities and Exchange Commission (the “Commission”) in accordance with the Securities Act of 1933, as amended.

The securities covered by the Registration Statement
will be issued in an exchange offer to be conducted by the Company. Attached is a letter from the Company indicating its reliance on the
no-action letters issued to Exxon Capital Holdings Corporation (publicly available May 13, 1988), Morgan Stanley & Co. Incorporated
(publicly available June 5, 1991) and Shearman & Sterling (publicly available July 2, 1993).

Please do not hesitate to call Rajib Chanda at
(202) 636-5543, Nathan Briggs at (202) 636-5915, Jonathan Pacheco at (202) 636-5876 or me at (202) 636-5592 with any questions you may
have regarding this filing.

Very truly yours,

    /s/ Steven Grigoriou

    cc:
    Rajib Chanda, Simpson Thacher & Bartlett LLP

                                                         Nathan Briggs, Simpson Thacher & Bartlett LLP

                                                         Jonathan Pacheco, Simpson Thacher & Bartlett LLP

    NEW YORK
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    TOKYO

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Golub Capital Private Credit Fund

In
connection with the offer (the “Exchange Offer”) being made by Golub Capital Private Credit Fund (the
“Company”) to issue 5.800% Notes due 2029 (the “5.800% Exchange Notes”) and 5.875% Notes due 2030 (the
“5.875% Exchange Notes” and, together with the 5.800% Exchange Notes, the “Exchange Notes”) in exchange for
its outstanding 5.800% Notes due 2029 that were issued in a transaction not requiring registration under the Securities Act of 1933,
as amended (the “1933 Act”) on September 12, 2024 (the “5.800% Restricted Notes”) and the 5.875%
Notes due 2030 that were issued in a transaction not requiring registration under the 1933 Act on February 24, 2025 (the
“5.875% Restricted Notes” and, together with the 5.800% Restricted Notes, the “Restricted Notes”), pursuant
to the prospectus contained in the Company’s Registration Statement on Form N-14 filed with the Securities and Exchange
Commission (the “Commission”) on March 21, 2025 and the related letter of transmittal, this letter confirms the
following:

(1) The Company is registering the Exchange
Offer in reliance upon the position of the Staff of the Commission set forth in the no-action letters issued to: (i) Exxon Capital
Holdings Corporation (available May 13, 1988); (ii) Morgan Stanley & Co. Incorporated (available June 5, 1991);
and (iii) Shearman & Sterling (available July 2, 1993) (together, the “No-Action Letters”).

(2) The Company has not entered into any arrangement
or understanding with any person to distribute any of the Exchange Notes to be issued pursuant to the Exchange Offer in exchange for Restricted
Notes, and, to the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring Exchange
Notes in the ordinary course of its business, is not participating in, and has no arrangement or understanding with any person to participate
in, the distribution of any Exchange Notes to be received in the Exchange Offer, is not an “affiliate” of the Company within
the meaning of Rule 405 under the 1933 Act, and did not purchase any Restricted Notes to be exchanged for Exchange Notes directly
from the Company to resell pursuant to Rule 144A under the 1933 Act or another exemption under the 1933 Act. In addition, to the
best of the Company’s information and belief, each person participating in the Exchange Offer who is not a broker-dealer is not
engaged in and does not intend to engage in a distribution of any Exchange Notes. In this regard, the Company will make each person participating
in the Exchange Offer aware that if such person is participating in the Exchange Offer with the intention of participating in any manner
in a distribution of any Exchange Notes, such person (i) could not rely on the Staff position set forth in the No-Action Letters
or interpretative letters to similar effect and (ii) must be identified as an underwriter in the prospectus and must comply with
the registration and prospectus delivery requirements of the 1933 Act in connection with any secondary resale transaction, unless an exemption
from registration is otherwise available. The Company acknowledges that such a secondary resale for the purpose of distributing Exchange
Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507
of Regulation S-K.

(3) Neither the Company nor any of its affiliates
have entered into any arrangement or understanding with any broker-dealer to distribute the Exchange Notes.

(4) The Company will include in the letter
of transmittal to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the effect that if the
exchange offeree is a broker-dealer holding Restricted Notes acquired for its own account as a result of market-making activities or other
trading activities, such broker-dealer will acknowledge that it will deliver a prospectus meeting the requirements of the 1933 Act in
connection with any resale of Exchange Notes received in respect of such Restricted Notes pursuant to the Exchange Offer.

    Sincerely,

    Golub Capital Private Credit Fund

    By:
    /s/ Christopher Ericson

    Christopher Ericson

    Chief Financial Officer and Treasurer