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CORRESP
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CORRESP

 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

 October 23, 2023

 David L.
Orlic

 Senior Counsel

 Division of Investment Management

Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-0504

Re:
 Comvest Credit Partners BDC Fund, L.P. (the “Partnership”)

Registration Statement on Form 10

File No: 000-56588

Dear Mr. Orlic:

We are writing in response to comments provided via email on September 25, 2023 relating to the Partnership’s
registration statement on Form 10 that was filed with the Securities and Exchange Commission (“SEC”) on August 24, 2023, on behalf of the Partnership (the “Registration Statement”). The Partnership has considered these
comments and has authorized us to make the responses discussed below on its behalf. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Registration Statement.

On behalf of the Partnership, set forth below are the SEC staff’s (“Staff”) comments along with our responses
to or any supplemental explanations of such comments, as requested.

 General

Comment 1. Please provide a fee table for investors, similar to what would appear in Form
N-2.

 Response 1. The Partnership respectfully declines
to comply with this comment. We note that Form 10 does not require such disclosure and such disclosure has not been included in the Form 10 registration statements of many other private BDCs.

 Comment 2. Please represent in your response that the Fund reasonably
believes its assets will provide adequate cover to allow it to satisfy all of its unfunded investment commitments, together with a general explanation as to why the Fund believes it will be able to cover its commitments.

Response 2. The Partnership reasonably believes that its assets will provide adequate cover to allow it
to satisfy its future unfunded investment commitments on the basis of its expected cash on hand, cash flows from investment activities, borrowing capacity (in an amount that the Partnership would still be within the 150% asset coverage requirement)
and uncalled capital commitments from the Partnership’s investors.

 Comment 3. Please provide an analysis as to
how the BDC Conversion will be conducted in a manner that complies with the restrictions on affiliated transactions under the 1940 Act.

Response 3. The BDC Conversion will not implicate the affiliated transactions provisions of
Section 57 of the 1940 Act because the Partnership will file a Certificate of Conversion in Delaware to convert by operation of law from a Delaware limited partnership to a Delaware statutory trust (the “DST”). Following the filing of
the Certificate of Conversion, the DST (as the successor entity) will file its BDC election on Form N-54A. As a result, there will be no transfer of assets from the Partnership to the DST, which will simply
become the successor entity by operation of law.

 Summary of Risks, page 1

Comment 4. In the bullet point describing the risk of failing to maintain BDC status, please add that this will subject the
Fund to numerous restrictions on its activities, including restrictions on leverage and on the nature of its investments.

Response 4. The disclosure has been revised accordingly.

General Development of Business, page 4

Comment 5. Please remove “generally” from the disclosure regarding consolidation of wholly-owned subsidiaries.
Please confirm that any wholly-owned subsidiaries will be consolidated for financial statement reporting purposes and compliance with the 1940 Act.

Response 5. The disclosure has been revised accordingly. The Partnership confirms that, on a
supplemental basis, any wholly-owned subsidiary will be consolidated for financial statement reporting purposes and compliance with the 1940 Act.

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 Description of Business, page 4

Comment 6. In the first paragraph of this subsection, please disclose the industries in which the Management Company and
its affiliates have investing experience and access to operating resources.

 Response 6. The
disclosure has been revised accordingly.

 Regulation as a Business Development Company, page 10

Comment 7. Please briefly disclose what is being sought through the legislation referenced in this subsection.

Response 7. The disclosure has been removed in the amended Registration Statement.

The Private Offering, page 26

Comment 8. We note the last paragraph in this subsection. Please advise:

a. How having Subscription Agreements with different terms would comply with Section 18 under the 1940 Act (e.g., could
it result in an investor having priority over any other investor as to distribution of assets or payment of dividends);

b. Whether different terms in any Subscription Agreements could have a material, negative effect on other fund investors;

 c. Whether the terms of different Subscription Agreements will be disclosed to all fund investors, and how they
will be disclosed, including the timing of such disclosure;

 d. Whether the terms of these Subscription Agreements
include preferential redemption or withdrawal rights, or about portfolio holdings or exposures; and

 e. Whether the
terms of these Subscription Agreements have a direct or indirect effect on the management fee attributable to the applicable shareholders with whom such agreements are made.

Response 8. The disclosure has been removed. The Partnership supplementally confirms that it will not
enter into Subscription Agreements that contain material terms or conditions not found in its Subscription Agreements entered into with other investors.

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 Share Repurchase Program, page 27

Comment 9. Disclosure in this subsection states that investors will not know the amount of cash that will be paid to them
at the time they decide to tender. Rule 13e-4 requires that a specified amount of cash per share to be paid, the total number of shares to be purchased, and the total amount of funds required to purchase the
maximum amount of shares being sought must all be stated at commencement of an offer. See Item 4 of Rule 14d-100 (Schedule TO), incorporating Item 1004(a)(1)(i) and (ii) of Regulation M-A, and Item 7 of Rule 14d-100 (Schedule TO), incorporating Item 1007(a) of Regulation M-A. Please eliminate or revise all repurchase
offer pricing disclosure throughout the registration statement.

 Response 9. The Partnership
respectfully acknowledges this comment. Item 1004(a)(1)(i) of Regulation M-A provides that the total number and class of securities sought in the tender offer is a material term of the transaction and must be
stated in the tender offer materials, and Item 1004(a)(1)(ii) of Regulation M-A provides that the type and amount of consideration offered to security holders is a material term of the transaction and must be
stated in the tender offer materials. Item 1007(a) of Regulation M-A provides that the amount of funds or other consideration required to purchase the maximum amount of securities sought in the tender offer
must be stated in the tender offer materials.

 The Partnership respectfully submits that the disclosure in
the Registration Statement, as revised, sets forth that the total number of securities sought (the Partnership has only one class of common shares of beneficial interests, par value $0.001 per share (the “Shares”)), type (i.e., cash) and
amount of consideration offered and amount of funds required to purchase the maximum amount of securities will be contained in the Schedule TO and related materials for the Partnership’s discretionary quarterly tender offers. The Partnership
will provide shareholders with a formula that informs them of the aggregate cash amount that the Partnership will be obligated to pay in the event that the relevant tender offer is fully subscribed: stating that, in the event of a fully subscribed
tender offer, the Partnership will be obligated to purchase 5% of its outstanding Shares as of the last day of the immediately preceding quarter (which number of shares will be disclosed to shareholders), based on a purchase price equal to the net
asset value (“NAV”) per Share as of the last calendar day of the quarter in which the tender offer is commenced (except that Shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV). For the
reasons set forth above and further below, the Partnership submits that the disclosure it intends to include in the tender offer materials, prepared in accordance with the disclosure provided in the amended Registration Statement, will sufficiently

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address the requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related Staff guidance and
adequately describe total number and class of securities sought, type and amount of consideration offered to shareholders and amount of funds required to purchase the maximum amount of Shares subject to the tender offer by referring to the
above-described formulas concerning the NAV per Share and limitations on the maximum amount of securities that the Partnership is offering to purchase.

The Partnership respectfully advises the Staff that the Partnership’s discretionary quarterly tender offer
process, as disclosed in the amended Registration Statement, is aligned with widespread industry practice and Staff guidance. The Partnership’s approach, whereby it intends to tender for up to 5% of its outstanding Shares as of the end of the
immediately preceding calendar quarter at a purchase price equal to the NAV per share as of the last calendar day of the quarter during which the tender offer is commenced (which would generally not be available until after the expiration of the
tender offer), is consistent with issuer tender offer practice in the registered closed-end fund and business development company industry as established over the past 20 years.1 The registered closed-end fund and business development company industry, and investor expectations, have evolved in reliance on this well-established
precedent. In light of the absence of formal written Staff guidance otherwise, the Partnership notes that neither sponsors/managers of registered closed-end funds and business development companies nor their
investors have had any opportunity to be apprised of a shift in the Staff’s position, or any rationale therefore.

In addition, the Partnership believes that the use of a backward-looking NAV as the tender offer purchase
price, rather than the Partnership’s proposed plans to use a forward-looking NAV, as disclosed in the amended Registration Statement, inherently presents a risk that the shareholders tendering Shares in the applicable tender offer may

1
 See, e.g., Blackstone Private Credit Fund, File
No. 814-01358, Form N-2, as filed with the SEC on September 30, 2020, page 16 (“Under our share repurchase plan, to the extent we offer to repurchase
shares in any particular quarter, we expect to repurchase shares pursuant to tender offers on or around the last business day of that quarter (the “Repurchase Date”) using a purchase price equal to the NAV per share as of the last calendar
day of the applicable quarter”); Corporate Capital Trust, Inc., File No. 333-167730, Form N-2, as filed with the SEC on March 28, 2011, page 62
(“[W]e intend to conduct quarterly tender offers, on approximately 10% of our weighted average number of outstanding shares in any 12-month period, in accordance with the requirements of Rule 13e-4 under the Exchange Act and the 1940 Act, to allow our shareholders to tender their shares at a price equal to our net asset value per share on the date of repurchase.”); Advantage Advisers Multi-Sector
Fund I, File No. 811-10473, Form N-2, as filed with the SEC on January 31, 2002, page 29 (“The notification will specify, among other things . . . the
date that will be used to determine the Fund’s net asset value applicable to the share repurchase, which is generally expected to be the last business day of the applicable period”).

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either face a disadvantage or be presented with an opportunity for gamesmanship with respect to the tender offer process in the event that the NAV per Share does not remain constant between the
two relevant dates (i.e., the quarter-end NAV per Share for the quarter in which the tender offer is launched does not equal the proposed backward-looking purchase price NAV per Share). By way of example, in
the event that the Partnership revised its discretionary quarterly tender offer process to use a backward-looking NAV as the tender offer purchase price, if quarter-end NAV per Share for the quarter in which
the tender offer is launched is higher than the tender offer NAV per Share as of the prior date selected as the date the purchase price is determined, shareholders that submit their Shares for repurchase would receive a lesser amount of cash
proceeds for such Shares than they otherwise would be entitled, to the benefit of non-tendering shareholders. On the other hand, if quarter-end NAV per Share for the
quarter in which the tender offer is launched is lower than the tender offer NAV per Share as of the prior date selected as the date the purchase price is determined, shareholders tendering their Shares for repurchase would receive cash proceeds
that exceed the then-current NAV per Share. Given these circumstances, the Partnership believes that its currently proposed tender offer process, as disclosed in the amended Registration Statement represents the most equitable method by which to
conduct tender offers.

 Further to the above, the Partnership respectfully advises the Staff that the
Partnership believes that its proposed tender offer process adequately protects the Partnership’s shareholders and is consistent with the principles set forth in connection with the SEC’s guidance in providing an exception from provisions
of Exchange Act Rule 13e-4 for modified Dutch auction tender offers, as set forth in the modified Dutch auction tender offer series of no-action letters and the
interpretations of the SEC published in connection with the adoption of the “Amendments to Tender Offer Rules: All Holders and Best Price” rules set forth in Release No. 33-6653 issued on
July 11, 1986 (the “Release”). In footnote 64 to the Release, the SEC indicated that under staff interpretation, issuers have been permitted to make modified Dutch auction issuer tender offers, subject to the following conditions:
(i) disclosure in the tender offer material of the minimum and maximum consideration to be paid; (ii) pro rata acceptance throughout the offer with all securities purchased participating equally in
pro-rationing; (iii) withdrawal rights throughout the offer; (iv) prompt announcement of the purchase price, if determined prior to the expiration of the offer; and (v) purchase of all accepted
securities at the highest price paid to any security holder under the offer.

 The Partnership respectfully
submits that tender offer plans provide more certainty to shareholders regarding tender offer terms than the terms of a modified Dutch auction tender offer that the Staff has acknowledged are permitted under the SEC’s tender offer rules.
Specifically, the Partnership’s tender offer plans would meet each of the above-described conditions (ii) through (v). With respect to condition (i), the Partnership submits that while the Partnership’s tender offer materials would
not disclose the precise dollar

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amount of consideration to be paid in connection with a tender offer, and as noted above, such total amount of consideration to be paid by the Partnership to the tendering shareholders is
ultimately a function of (1) the per share price, which is the same for all tendering shareholders and is set to be equal to the NAV per Share as of the last calendar d