SecProbe.io

May 22, 2025
VIA E-mailRajib Chanda, Esq. and Steven Grigoriou, Esq.
Simpson Thacher & Bartlett LLP900 G Street NW
Washington, DC 20001
Re: Audax Private Credit Fund, LLC
  File No. 000-56739
Dear Mr. Chanda and Mr. Grigoriou:
On April 23, 2025, you filed a registration statement on Form 10 on behalf of Audax
Private Credit Fund, LLC (the “Fund”). We have reviewed th e registration statement and have
provided our comments below.  Where a comment is made in one location, it is applicable to all
similar disclosure appearing elsewhere in the registration statement.  All capitalized terms not otherwise defined herein have the meaning give n to them in the registration statement.
Please respond to this letter w ithin ten (10) business days by either amending the filing,
providing the requested information, or advi sing us when you will provide the requested
information.  We may have additional comments af ter reviewing your responses to the following
comments, or any amendment to the filing.
We note that the Fund is voluntarily registeri ng shares of its common stock under Section
12(g) of the Securities Exchange  Act of 1934 (“Exchange Act”).  Please note that a filing on
Form 10 goes effective automatically by lapse of time 60 days after the original filing date, pursuant to Exchange Act Section 12(g)(1).  If our comments are not sa tisfactorily addressed
within this 60-day time period, you should consider  withdrawing the Fund’s Form 10 prior to its
effectiveness, and re-filing a revi sed Form 10 that includes change s responsive to our comments.
If the Fund chooses not to withdraw its Form 10 re gistration statement, it will be subject to the
reporting requirements of Exchange Act Section 13(a).  Additionally, we will continue to review the filing until all of our comments have been satisfactorily addressed.
REGISTRATION STATEMENT
Risk Factor Summary (page 5)

Mr. Rajib Chanda, Esq. and Mr. Steven Grigoriou, Esq.
May 22, 2025

  Page 2 of 6  1. The fourth bullet point under the “Risks Related to Our Portfolio Investments”
subheading states that the portfolio “may be concentrated in a limited number of portfolio companies and industries…”  Please disclose this concentration focus in the
principal investment st rategy section, and include in the disclosure the industry or group
of industries in which the Fund will concentrate.
Item 1. Business (pages 7-25)
2. The third paragraph under the subheading for “The Fund” on page 7 indicates that the
Fund intends to invest primar ily in senior secured first lien loans, with minority
exposure to second lien loans, subordinate d or mezzanine loans, and equity and
“similar investments” in privately owned U.S. middle market companies.  Please disclose what “similar investments” means in this context.
3. The first sentence in the first paragraph on page 8 describes the Fund’s 80% policy.  In
connection with that disclosure, please:
a. Add disclosure defining the terms “priva te credit instruments” and “warrant
kickers”; and
b. Supplementally explain the basis for including “equity” investments in the
definition of “Private Credit Investments,” or otherwise revise the disclosure.
4. The first paragraph on page 8 indicates that certain derivative instruments will be
counted toward the Fund’s 80% policy, and that the Fund may invest through “certain
synthetic instruments.”  Please disclose a definition and/or examples of “synthetic
instruments,” and please specify in the disclosure the specific types of derivatives that will be used as part of the Fund’ s principal investment strategy.

5. Disclosure in the first paragraph on page 9 discusses the private offerings the Fund
expects to conduct following the Conversion Effective Date.  Please supplementally
confirm and disclose whethe r the Conversion Effective Date refers to April 23, 2025,
when the Fund filed its N-54A.
6. Please also supplementally e xplain whether the Fund intends to offer shares before
effectiveness of the Form 10.
7. Disclosure on page 9 indicates that Initial Members are subject to certain commitments
to purchase shares, and states more generally  that the Fund “reserves the right to enter
into Subscription Agreements that cont ain terms and conditions not found in the
Subscription Agreements entered into with other investors, subject to applicable law…”
Please explain to us supplementally:
a. How having Subscription Agreements with  different terms would comply with
Section 18 (as modified by Section 61) under the Investment Company Act of
1940 (“Investment Company Act”) ( e.g., could it result in an investor having
priority over any other investor as to distribution of assets or payment of
dividends?);

Mr. Rajib Chanda, Esq. and Mr. Steven Grigoriou, Esq.
May 22, 2025

  Page 3 of 6  b. Whether different terms in any Subscrip tion 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 a bout portfolio holdings or exposures; and
e. Whether the terms of these Subscription Ag reements have a di rect or indirect
effect on the management fee attributable  to the applicable shareholders with
whom such agreements are made.
8. The first paragraph on Page 10 under the “Our  Adviser” subheading states that Audax
Private Debt “will provide the Adviser with a team of investment professionals...”
Please explain supplementall y to the staff whether there is a resource-sharing
agreement in place between the Fund or the Adviser and Audax Private Debt, or any
other affiliated entity of th e Fund or Adviser.  If so, in your response, address:
a. The specific services Audax Private Debt or any other affiliate d entity of the Fund
or Adviser and its employees will provide on the Adviser’s behalf, and why those services do not amount to advisory services provided to the Fund;
b. The extent to which the Adviser will depend on Audax Private Debt or another
affiliated entity’s personnel;
c. Whether Audax Private Debt or anot her affiliate’s pe rsonnel who provide
investment advice with respect to the Fund will be supervised persons of the
Adviser under Section 202(a)(25) of th e Investment Advisers Act of 1940;
d. Whether and what fees are paid to Audax Private Debt or another affiliate and
whether or not they are paid pursuant to a resource sharing agreement;
e. Whether Audax Private Debt or other identified affiliates are considered to be
fiduciaries with respect to the Fund;
f. Whether the personnel being provided to th e Fund are personnel of Audax Private
Debt or any of its affiliates, and how these entities are affiliated with the Adviser and Fund ( i.e., controlled subsidiaries, who lly or majority owned);
g. The registration status of Audax Priv ate Debt and each identified affiliate.
9. Disclosure on page 13 under the “History of Low Losses” subheading references the
aggregate realized loss ratio of Audax Privat e Debt’s senior secured lending strategies.
Please supplementally explain how this disc losure is not pote ntially materially
misleading to investors.  In responding to this comment, please consider the following:
a. Are the strategies, objectives, and/or polic ies for the Audax Private Debt senior
secured lending strategies substantially similar to the Fund’s?  Are there any
material differences that have not been disclosed?
b. How did the Fund consider that it was appropriate to present performance
information about the aggregate realized loss ratio for the Audax Private Debt

Mr. Rajib Chanda, Esq. and Mr. Steven Grigoriou, Esq.
May 22, 2025

  Page 4 of 6  senior secured lending strategies, as opposed to other metrics and other strategies?
For example, did other Audax Private Debt  strategies have higher realized loss
ratios during the same  time period?
c. How did the Fund determine that it was not  appropriate to present information
about other relevant strategies with unr ealized gains or r ealized losses?
10. Disclosure starting on page 19 discusses the Ince ntive Fee.  Please include in disclosure
numeric examples and a graphical represen tation demonstrating the operation of the
Incentive Fee.
11. Disclosure on page 23 in the last para graph under the “Share Repurchase Program”
heading references the potential offer to re purchase shares pursuant to a tender offer.
Rule 14e-8 under the Exchange  Act prohibits announcements of tender offers without
the intention to commence such offers within a reasonable time.  Please revise the registration statement to limit the discussion of tender offers to general information like
how tender offers will be f unded, any general frequency ( i.e., quarterly, semi-annually,
annually, etc.), the effect that share repurchases and related financings might have on
expense ratios and portfolio turnover, the ab ility of the Fund to achieve its investment
objectives, and potential tax c onsequences to investors.  We believe that specific
procedures that the Fund currently intends to  follow at the time it makes a tender offer,
such as how the price to be paid for tend ered shares will be determined, how long the
offer will remain open, and when payment will be made, are more appropriate to disclose in the tender offer documents sent  to investors when an offer is made.
12. Please include a fee table that complies with Form N-2.
13. Starting on page 25, there is a discussion of  various exemptive applications the Fund
and Adviser have submitted.  Please disclose that there is no guarantee that such relief will be granted, to the extent not already disclosed.
Item 1A. Risk Factors (pages 45-97)
14. Disclosure on page 62 includes a risk f actor for “Covenant-Lite Loans.”  Please
reference such loans in the discussion of th e Fund’s principal strategy, or remove from
the principal risk discussion.
15. Disclosure in the second-to- last paragraph on page 64 states “we do not intend to focus
our investments in any specific industries,” ye t disclosure at the end of that sentence,
and elsewhere in the filing, states that the portfolio “may be concentrated in a limited number of portfolio companies and industries.”  Please reconcile these statements to
clarify whether the portfolio will be concentrated in a limited number of portfolio companies and industries.
16. Disclosure in the third-to-l ast paragraph on page 69 indicates that the Fund may utilize
instruments such as forwards, currency options  and interest rate swaps, caps, collars, and
floors to seek to hedge against fluctuations.  To the extent any of these instruments will be used as part of the Fund’s principal stra tegy, please disclose such instruments in the
discussion of such strategy.
17. Disclosure in the third-to-last paragra ph on page 70 references “new regulatory
requirements” applicable to OTC derivatives, and indicates that similar changes “are in

Mr. Rajib Chanda, Esq. and Mr. Steven Grigoriou, Esq.
May 22, 2025

  Page 5 of 6  the process of being implemented in other ma jor financial markets.”  Consider revising
this discussion if it is outdated.
18. Disclosure on page 96 indicates that the F und may invest in certain debt and equity
investments through taxable s ubsidiaries.  In connection with the use of such
subsidiaries, please:
a. Disclose that any such subsidiary includes entities that engage in investment
activities in securities or ot her assets that are primar ily controlled by the Fund.
b. Disclose that the Fund complies with th e provisions of the Investment Company
Act governing capital structure and levera ge (Section 18, as modified by Section
61) on an aggregate basis with the subsidiary.
c. Disclose that any investment  adviser to the subsidiary complies with provisions of
the Investment Company Act relating to investment advisory contracts (Section
15 as it applies through Section 59) as if it were an inve stment adviser to the Fund
under Section 2(a)(20) of the Investment Company Act.  Any investment advisory
agreement between the subsidiary and its i nvestment adviser is a material contract
that should be included as an exhib it to the registration statement.
d. Disclose that each subsidiary complies with provisions relating to affiliated
transactions and custody (Section 17 as modified by Section 57).  Identify the
custodian of the subsidiary, if any.
e. Disclose any of the subsidia ry’s principal investment st rategies or principal risks
that constitute principal inve stment strategies or risks of the Fund.  The principal
investment strategies and pr incipal risk disclosures of a Fund that invests in a
subsidiary should reflect aggregate opera tions of the Fund and the subsidiary.
f. Explain in correspondence whether the fina ncial statements of the subsidiary will
be consolidated with those of the F und.  If not, please explain why not.
g. Confirm in correspondence that the subsidia ry and its board of directors will agree
to inspection by the staff of the subsid iary’s books and records, which will be
maintained in accordance with Section 31 of the Investment Company Act and the rules thereunder, as modified by Section 64.
h. Confirm that the wholly-owned subsid iary’s management fee (including any
performance fee), if any, will be included in “Management Fees,” and the wholly-
owned subsidiary’s expenses will be incl uded in “Other Expenses” in the Fund’s
fee table.
Item 2. Financial Information
19. Please discuss in your response letter the Fund’s method for accounting for offering
costs.  Please include appropriate U.S. GAAP citations that support the accounting
treatment.
20. Please ensure that the Fund will comply with the Exchange Act reporting requirements
in filing its first 10-Q or 10-K.  After a re gistrant’s first regi stration statement is
effective, a Form 10-Q for the quarter following the most recent period included in the registration statement is due the later of 45 days after the effective date or the date the

Mr. Rajib Chanda, Esq. and Mr. Steven Grigoriou, Esq.
May 22, 2025

  Page 6 of 6  Form 10-Q would otherwise be due.  If the effective date of an initial registration
statement was within 45 days (90 days for a Smaller Reporting Company) after the fiscal
year-end, but does not include the audited statem ents of the just rece ntly completed year,
the annual Report on Form 10- K is due within 90 days after its fiscal year-end.
Item 5. Directors and Executive Officers (pages 110-115)
21. Please disclose how the Fund determined the independent directors are independent.
See Item 407(a) of Regulation S-K.
General Comments
22. Response to this letter should be in the form  of a pre-effective amendment filed under the
Exchange Act.  The amendment filing shou ld be accompanied by a supplemental letter
that includes your responses to each of thes e comments.  Where no change will be made
in the filing in response to a comment, please in dicate this fact in your supplemental letter
and briefly state the basis for your position.
23. Please advise us if you have submitted, or exp ect to submit, any exemptive application or
no-action request in connection w ith the registration statement.
24. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the Fund and its management are in
possession of all facts relating to Fund disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

*     *     *     *     *     *

We remind you that the Fund and its management  are responsible for the accuracy and
adequacy of their disclosures, notwithstandi ng any review, comments, action or absence of
action by the staff.  Should you ha ve any questions regarding