SecProbe.io

Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700 Washington, DC  20001-3980

July [●], 2024
Lisa N. Larkin, Senior Counsel
Jeffrey Long, Staff Accountant Securities and Exchange Commission Division of Investment Management 100 F Street NE Washington, DC 20002
Re: Nuveen Churchill Private Credit Fund
Amendment No. 1 to Registration Statement on Form 10 File No. 000-56659
Dear Ms. Larkin and Mr. Long:
On behalf of Nuveen Churchill Private Credit Fund (the “ Company ”), set forth below are the Company’s
responses to the comments provided by the staff of the Division of Investment Management (the “ Staff ”) of the U.S.
Securities and Exchange Commission (the “ SEC ”) on July 17, 2024, regarding the Company’s Amendment No. 1 to
the Registration Statement on Form 10 (File No. 000-56659) (the “ Registration Statement ”) filed on July 3, 2024.
The Staff’s comments are set forth below and are followed by the Company’s responses.  Where revisions to the
Registration Statement are referenced in the responses set forth below, such revisions have been included in Amendment No. 2 to the Registration Statement on Form 10 filed with the SEC on July [ ●], 2024 (the “ Amended
Registration Statement ”).
Legal Comments

1. The Staff takes the position that the term “private credit” included in the Company’s name is subject to Rule
35d-1 under the Investment Company Act of 1940, as amended (the “ 1940 Act ”), and therefore requests the
following:

a. Please add an 80% policy to include private credit inve stments, and disclose what qualifies as a credit
investment (e.g., debt).

b. Please add disclosure regarding whether a change in  the 80% policy is subject to 60 days’ notice or
requires shareholder approval.

c. Please confirm that the Company will not include unfunded commitments or equity investments in
its 80% policy.

d. In the last line of the first paragraph on page 17 of the Registration Statement, the disclosure states
that the “percentage of our portfolio allocated to  the Liquid Investment strategy will be at the

Lisa N. Larkin, Senior Counsel
Jeffrey Long, Staff Accountant
July [   ], 2024
Page 2
 discretion of the Adviser.” Please clarify that such discretion will be subject to the Company’s
compliance with the Rule 35d-1 80% policy.

e. The Staff refers to the following risk factor on page 49 of the Registration Statement: “Our Board
may change our investment objective, operating policies and strategies without prior notice or
shareholder approval, the effects of which may be adverse.”  Please revise the disclosure here, and
throughout the Registration Statement, to clarify that a change to the Company’s 80% policy under
Rule 35d-1 requires 60 days’ notice (unless the Company has chosen to make this a fundamental
policy, in which case such a change would require shareholder approval).

Response : The Company acknowledges the Staff’s comments and has revised pages [17] and [49] of the
Amended Registration Statement to re flect the Staff’s comments. The Comp any respectfully advises that the
Company will not include unfunded commitments or equity investments in its 80% policy.

2. The Staff refers to the disclosure relating to the remedies that the Company may pursue against an investor
in default of its obligations under the subscription agreement (a “ Defaulting Subscriber ”) on page 32 of the
Registration Statement. On a supplemental basis, pleas e explain how these remedies are consistent with
Section 23 of the 1940 Act.

Response : The Company respectfully advises the Staff on a supplemental basis that none of the remedies
that the Company may pursue against a Defaulting Su bscriber would result in the Company purchasing any
of its securities pursuant to Section 23 of the 1940 Ac t. By signing the subscription agreement, which sets
forth the terms of the Company’s common shares of be neficial interest, each i nvestor agrees to comply  with
the terms therein, including the terms relating to the consequences of defaulting on the investor’s capital
commitment.

Accounting Comment

3. On a supplemental basis, please provide more inform ation about the formation tr ansaction with affiliated
funds (e.g., the underlying business purpose of the transaction, the nature of the relationship between the
transacting parties, the future oper ating plans of the selling entities and the retained assets).  Does this
transaction constitute a fund acquisition under Article 6-11  of Regulation S-X?  If it is determined to be a
fund acquisition, please provide a detailed response as to why the Company believes those financial
statements and supplemental information required by Ar ticle 6-11 of Regulation S-X are not applicable
(discuss Item 13 of Form 10 and Articles 6-01 and 6-11 of Regulation S-X). If it is determined to not be a
fund acquisition, please provide a detailed response as to  why (discuss Item 13 of Form 10 and Articles 6-01
and 6-11 of Regulation S-X).
Response : The Company respectfully advises the Staff on a supplemental basis that  the purpose of the
formation transaction was to provide the Company’s investors exposure to a portfolio of investments
consistent with the Company’s investment strategy and objective. On July 19, 2024, the Company purchased
portfolio investments from funds and accounts manage d or advised by Churchill Asset Management LLC,
the Company’s investment adviser (“ Churchill ”), including Teachers Insuran ce and Annuity Association of
America (“ TIAA ”), as well as TIAA Churchill Middle Market CLO I Ltd., Churchill MM Warehouse, LLC,
Churchill Middle Market CLO VI Ltd., Churchill Middle Market CLO VII Ltd. and MM Funding, LLC
(collectively, the “ Affiliated Funds ”). TIAA is the sole or controlling equity investor in each of the Affiliated
Funds, and is the ultimate parent company of Churchill.

At the time of the consummation of formation transaction, the Company was not a “fund” (as defined in Rule 6-11(a)(2)(i) of Regulation S-X). In addition, the form ation transaction did not constitute a fund acquisition
within the meaning of Rule 6-11(a )(2) of Regulation S-X because the Co mpany did not acquire substantially
all of the portfolio investments held by TIAA or any of  the Affiliated Funds. TIAA sold less than 1% of its
assets and each of the Affiliated Funds sold less th an 80% of their respective assets. The approximate
percentage of each Affiliated Fund’s respective a ssets sold to the Company is set forth below:

 TIAA Churchill Middle Market CLO I Ltd.: ~37%

Lisa N. Larkin, Senior Counsel
Jeffrey Long, Staff Accountant
July [   ], 2024
Page 3
  Churchill MM Warehouse, LLC: ~53%
 Churchill Middle Market CLO VI Ltd.: ~36%
 Churchill Middle Market CLO VII Ltd.: ~32%
 MM Funding, LLC: less than 10%
  In addition, following the consummation of the formation transaction, TIAA has continued its operations,
and the Affiliated Funds will e ither continue their operations or sell th eir remaining assets to another affiliated
entity.
As a result of the consummation of the formation transaction, pursuant to Item 13 of Form 10, the Company
has included an unaudited schedule of investments relating to the portfolio investments acquired in the formation transaction in compliance with Rule 12-12 of  Regulation S-X starting on page [5] of the Amended
Registration Statement.

*          *          *

Please do not hesitate to call me at (202) 383-0278 or Sara Sabour Nasseri at (202) 383-0806 if you have any questions or require any additional information.
 Sincerely,

 /s/ Payam Siadatpour
 Payam Siadatpour, Esq.

cc: Ryan Sutcliffe, Branch Chief
 Christian Sandoe, Assistant Director
 John D. McCally, Esq., General Counsel, Churchill Asset Management LLC
 Sara Sabour Nasseri, Esq., Eversheds Sutherland (US) LLP