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  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 0452 Fax

April 19, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, DC 20549

Attn: Emily Rowland, Senior Counsel

 Re: StepStone Private Credit Fund LLC

Registration Statement on Form 10

File No. 000-56505

Dear Ms. Rowland:

On behalf of StepStone Private
Credit Fund LLC (the “Company”), this letter responds to the comments issued by the staff of the Division of
Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (“Commission”)
orally by telephone on March 22, 2023, relating to the Company’s registration statement on Form 10 that was filed with the Commission
on March 3, 2023 (the “Registration Statement”).

For your convenience, the
Staff’s comments are included in this letter, and each comment is followed by the response of the Company. Capitalized terms used
in this letter and not otherwise defined herein shall have the meanings ascribed to them in Amendment No. 1 to the Registration Statement
filed by the Company on the date hereof (such registration statement being referred to herein as the “Amended Registration
Statement”).

 1. The Staff refers to the Company’s response to Comment #7 in the Staff’s prior letter to the
Company, dated January 30, 2023 (the “Prior Letter”), and notes that the Company’s name contains the term
“Private Credit,” which refers to a type of investment. Based on the Company’s current name, the Staff’s position
under Rule 35d-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), is that the Company’s
unfunded capital commitments to private investment funds may not be counted for purposes of determining whether at least 80% of the Company’s
net assets, plus the amount of any borrowings for investment purposes, are invested in private debt securities. Please confirm to the
Staff that unfunded capital commitments to such funds will not be counted towards meeting the Company’s 80% policy.

Response: The
Company confirms to the Staff that it will not count unfunded commitments to invest in private investment funds towards meeting the Company’s
80% test under Rule 35d-1.

  April 19, 2023

  Page 2

 2. The Staff refers to the Company’s response to Comment #16 in the Prior Letter. The Staff re-issues
the comment that if Company will invest more than 15% of its net assets in hedge funds and private equity funds that rely on Section 3(c)(1)
or 3(c)(7) of the 1940 Act then the Company 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.

Response: The
Company has revised the disclosure on page 3 of the Amended Registration Statement to clarify that it will limit its investments in hedge
funds and private equity funds that rely on Section 3(c)(1) or 3(c)(7) of the 1940 Act to no more than 15% of the Company’s net
assets. However, the Company again respectfully disagrees with the Staff’s position that registered closed-end funds
that invest more than 15% of their net assets in hedge funds and/or private equity funds that rely on Section 3(c)(1) or Section 3(c)(7)
of the 1940 Act are required to impose a minimum initial investment requirement of at least $25,000 and restrict sales to investors that
satisfy the accredited investor standard. No such requirement exists in any published law, rules, regulations or regulatory guidance.

 3. The Staff notes that the Company is conducting its private offering of limited liability company interests
(“Shares”) in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”), including the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D
promulgated thereunder, and Regulation S under the Securities Act. Please provide support for the proposition that a business development
company (“BDC”) is permitted to rely on the provisions of Regulation S. It is the Staff’s understanding
that BDCs, as closed-end funds, are not permitted to do so. In addition, it is the Staff’s view that because the Company is investing
more than 15% of its net assets in hedge funds and/or private equity funds that rely on Section 3(c)(1) or Section 3(c)(7) of the 1940
Act, the Company should restrict sales to investors that, at a minimum, satisfy the accredited investor standard set forth in Regulation
D under the Securities Act.

Response: The
Company respectfully disagrees with the Staff’s position that BDCs, as closed-end funds, are
not permitted to rely on the provisions of Regulation S. The Company is aware of the text in Preliminary Note 7 to Regulation S, which
provides as follows: “The provisions of this Regulation S shall not apply to offers and sales of securities issued by open-end investment
companies or unit investment trusts registered or required to be registered or closed-end investment companies required to be registered,
but not registered, under the Investment Company Act of 1940 . . .” (emphasis added). Moreover, the article Offshore
Distributions under the Securities Act of 1933: An Analysis of Regulation S, by Samuel Wolff, a co-draftsperson of the Regulation
S rulemaking proposal, provides the following (emphasis added):

Regulation S also does not apply
to securities issued by closed-end investment companies required to be registered, but not registered, under the Investment Company Act.
This latter position is not explained in the Adopting Release, but presumably is based upon the principle that an issuer operating in
violation of the Investment Company Act should not be entitled to the benefits of a Commission safe harbor. Regulation S is available
to other investment companies to the same extent it is available to industrial issuers. Thus, as adopted, Regulation S is available
to registered closed-end funds as well as investment companies not registered or required to register under the Investment Company Act.1

1 Samuel Wolff, Offshore Distributions Under the Securities
Act of 1933: An Analysis of Regulation S, 23 LAW & POL’Y INT’L BUS. 101, 150–51 (1992).

  April 19, 2023

  Page 3

The
Company notes that, as a BDC, the Company is a closed-end fund not required to be registered under the 1940 Act and, as such, is permitted
to rely on the provisions of Regulation S. The Company is not aware of any published law, rule, regulation or regulatory guidance that
indicates otherwise.

With
respect to the Staff’s comment in the last sentence above, please refer to the Company’s response to Comment #2 in this response
letter.

 4. The Staff refers to the Company’s response to Comment #20 in the Prior Letter. The Staff acknowledges
that it has previously issued guidance throughout the registered-closed end fund industry regarding “prompt payment” under
Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which guidance states
that the Staff would not object when payment is made by such closed-end fund as much as 65 days after the expiration of the tender offer.
Likewise, the Staff acknowledges that it has referenced similar guidance in comment letters to BDCs (citing 60 days rather than 65 days),
for which regulatory treatment the Company intends to elect. However, the Staff advises the Company that, in all such cases in which the
60-day or 65-day guidance has been issued by the Staff, the relevant issuers have limited sales to investors that at a minimum, satisfy
the accredited investor standard set forth in Regulation D under the Securities Act. Because the Company is contemplating sales of Shares
to investors who do not meet the accredited investor standard set forth in Regulation D under the Securities Act, the Staff advises the
Company that it does not believe that the Staff’s 60-day or 65-day guidance regarding “prompt payment” under Exchange
Act Rule 13e-4 is applicable to the Company. Please clarify in the Registration Statement that the purchase price net asset value will
be determined no later than the expiration date of the applicable tender offer and that payment will be made within 5 business days of
the expiration date of the offer.

Response:
The Company acknowledges the Staff’s comment. However, the Company again respectfully advises
the Staff that the Company’s proposed tender offer process is fully aligned with private credit closed-end funds and BDCs
throughout the industry, and accordingly meets the expectations of investors with respect to prompt payment in this space.

With
respect to the Staff guidance that the Company previously referenced in connection with the Company’s response to Comment #20 in
the Prior Letter (stating that the “prompt payment” requirements of Rule 13e-4(f)(5) are met when payment is made within 60
or 65 days), the Company is not aware of any explicit circumscription of such guidance by the Staff to issuers that have limited sales
to investors that at a minimum, satisfy the accredited investor standard set forth in Regulation D under the Securities Act. The Staff
has historically not objected when payment is made as much as 65 days after expiration of an issuer tender offer by registrants that invest
primarily in hedge funds and/or private equity funds. The Company notes that such registrants limit their offerings to “accredited
investors” within the meaning of Rule 501 of Regulation D under the Securities Act due to the Staff’s position cited in Comment
#2 of this letter (standing for the proposition that, if a registrant invests more than 15% of its net assets in hedge funds and private
equity funds that rely on Section 3(c)(1) or 3(c)(7) of the 1940 Act, then such registrant should restrict sales to investors that, at
a minimum, satisfy the accredited investor standard). Thus, in the absence of published guidance otherwise, the fact that the 60-day to
65-day guidance has been referenced by the Staff only with respect to registrants that limit their offerings to accredited investors can
be interpreted as a coincidence relating to a discrete Staff position regarding investor composition guidelines for funds that invest
more than 15% of net assets in hedge funds and private equity funds that rely on Section 3(c)(1) or 3(c)(7) of the 1940 Act.

  April 19, 2023

  Page 4

In
contrast to the import of the Staff’s Comment #4 in this letter, the Company understands that the profile of a fund’s investor
base bears no relation to the rationale for the Staff’s historical “no objection” when payment is made as much as 65
days after expiration of an issuer tender offer. Rather, the Company understands that such rationale is instead based on the portfolio
composition of the applicable registrants, which generally comprises investments with limited liquidity, and the harm that may result
to such registrant’s investors if the registrant were required to liquidate investments on an expedited basis in order to pay proceeds
for a quarterly tender offer within two to three business days of expiration. Similar to other BDCs and closed-end funds in connection
with which the Staff has issued guidance stating that the “prompt payment” requirements of Rule 13e-4(f)(5) are met when payment
is made within 60 or 65 days, the Company will invest a majority of its total assets in private
credit investments for which market quotations are not readily available. As such, the Company’s portfolio composition will
not lend itself to paying proceeds within two days of the expiration date of a tender offer without significantly increasing the risk
of having to sell investments at times the Company would not otherwise consider advantageous, and thus increasing the risk of investor
harm. The Company also notes that interpreting the Staff’s 60- to 65-day guidance issued to
other BDCs and registered closed-end funds to be based on the profile of a fund’s investor base, rather than the fund’s portfolio
composition, would be inconsistent with established market practice, as there are a number of registrants that conduct public offerings
to non-accredited investors and have had registration statements declared effective by the Staff despite including descriptions of tender
offer processes similar the Company’s disclosure in the Registration Statement.

In
light of the forgoing, the Company respectfully declines to further amend the disclosure in the Amended Registration Statement, which
currently states that payments will be made to tendering shareholders within 65 days after the expiration of the applicable tender
offer, in accordance with the Staff’s guidance cited above.

 5. The Staff refers to the Company’s responses to each of Comment #33 and Comment #34 in the Prior
Letter. The Staff re-issues both comments.

Response: The
Company respectfully declines to add the requested graphic, examples and fee table for the reasons set forth in the Company’s responses
to Comment #33 and Comment #34 in the Prior Letter.

 6. On page 1 of the Registration Statement, please delete the following clause with respect to the Company’s
80% policy under 1940 Act Rule 35d-1: “Once we have invested a substantial amount of proceeds
from the Private Offering (as defined below)”. Please also make conforming changes throughout the Registration Statement.

Response: The
Company has revised the disclosure in the Amended Registration Statement in response to the Staff’s comment. However, the Company
notes the adopting release for Rule 35d-1 provides that the “under normal circumstances” standard in Rule 35d-1 is intended
to “provide funds with flexibility to manage their portfolios.” The adopting release specifically cites “large cash
inflows” as a reason for departure from the 80% investment requirement and further provides the following as a specific example
to depart from the 80% investment requirement:

For
example, a new investment company will be permitted to comply with the 80% investment requirement within a reasonable time after commencing
operations. We remind investment companies, however, that in the Division's view, an investment company generally must not take in excess
of six months to invest net proceeds in order to operate in accordance with its investment objectives and policies.

While the Company intends
to comply with the 80% test under Rule 35d-1, the Company advises the Staff that such compliance will be subject to operation “under
normal circumstances,” as disclosed in the Amended Registration Statement and consistent with the adopting release for Rule 35d-1.

  April 19, 2023

  Page 5

 7. The Staff refers to the defined term “Private Credit” on page 1 of the Registration Statement.
Please revise this disclosure to clarify that the immediately ensuing disclosure is the Company’s definition of such term.

Response: The
Company has revised the disclosure on page 3 of the Amended Registration Statement in response to the Staff’s comment.

 8. The Staff refers to the first bullet on page 1 of the Registration Statement under the defined term “Private
Credit,” which references “direct Loans to U.S. private middle-market companies that
are privately originated and negotiated directly by a non-bank lender.” Please confirm to the Staff who is negotiating the investments
by the Company in private middle-market companies.

Response: The
Company confirms to the Staff, on a supplemental basis, that the cited “non-bank lenders” are included in the group that would
comprise the Company’s “Lending Sources.” These non-bank lenders include unaffiliated credit managers which originate
loans on behalf of their funds and separate accounts.

 9. The Staff refers to the second bullet on page 1 of the Registration Statement under the defined term “Private
Credit,” which referen