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CORRESP
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CORRESP

 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

 (202) 636-5592

 E-mail Address

steven.grigoriou@stblaw.com

 June 17, 2025

 VIA
EDGAR

 Aaron Brodsky

 U.S. Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Audax Private Credit Fund, LLC

File No. 000-56739

 Dear
Mr. Brodsky:

 On behalf of Audax Private Credit Fund, LLC (the “Fund”), we transmit for filing the Fund’s responses to
comments received by letter from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) on May 22, 2025 relating to the above-referenced registration statement on Form 10-12G (the “Registration
Statement”), originally filed with the Commission on April 23, 2025, voluntarily registering its limited liability company interests, par value $0.001, under Section 12(g) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”), through the Commission’s electronic data gathering, analysis and retrieval (“EDGAR”) system.

For convenience of reference, the comments of the Staff have been reproduced herein. We have discussed the Staff’s comments with
representatives of the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the reproduced comment. Please note that all page numbers in the Fund’s responses are references to the page numbers of the
Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement.

 June 17, 2025

 Risk Factor Summary

Risks Related to Our Portfolio Investments (page 5)

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 strategy section, and include in the disclosure the industry or group
of industries in which the Fund will concentrate.

 Response: The Fund respectfully acknowledges the Staff’s
comment and notes that it does not have a policy to concentrate its investments in a particular industry or group of industries. However, the Fund believes that the risk factor is appropriate to advise investors that, to the extent the Fund invests
in a limited number of industries or portfolio companies, the Fund is subject to a risk of significant loss if there is a downturn in a particular industry or portfolio company in which the Fund invests. As a result, the Fund has revised the cited
risk factor in the Registration Statement as follows:

 “Our portfolio may be invested
concentrated in a limited number of portfolio companies and industries, which will subject us to a risk of significant loss if any of these companies defaults on its
obligations under any of its debt instruments or if there is a downturn in a particular industry.

 Although we do not
intend to focus our investments in any specific industries, our portfolio may be invested concentrated in a limited number of portfolio companies and
industries. Beyond the asset diversification requirements associated with our qualification as a RIC under Subchapter M of the Code, we will not have fixed guidelines for diversification; while we do not intend to target any specific industries, our
investments may be limited to concentrated in relatively few industries. As a result, the aggregate returns we realize may be significantly
adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment. Additionally, a downturn in any particular industry in which we are invested could also significantly impact the
aggregate returns we realize.”

Item 1. Business

 The
Fund (page 7-8)

2.
 The third paragraph under the subheading for “The Fund” on page 7 indicates that the Fund intends to
invest primarily in senior secured first lien loans, with minority exposure to second lien loans, subordinated 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.

 Response: The Fund has revised the Registration Statement
to remove the reference to “similar investments.”

 June 17, 2025

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 “private credit instruments” and “warrant kickers”; and

 Response: The Fund has revised the Registration Statement as follows:

Under normal circumstances, we will invest at least 80% of our total assets (which includes net assets plus borrowings for investment
purposes) directly or indirectly in private credit instruments, which include any directly originated leveraged loan and may include other loans, notes, bonds and/or other debt securities, and for these purposes will include equity and/or warrant
kickers in connection with such transactions (collectively,
“Private Credit
InvestmentsInstruments
”). As used herein, an “equity and/or warrant
kicker” is an equity incentive used in connection with a credit investment to enhance the risk return profile of such investment, whereby the lender provides credit and, in exchange, receives an equity position or a right to purchase an equity
position in the borrower’s company as a part of the overall financing arrangement. “Equity and/or warrant kickers” are structured as conditional rewards, granting the lender equity ownership or a right to purchase equity in a
borrower’s company that will be paid at a future date when the business attains specific performance goals.

b.
 Supplementally explain the basis for including “equity” investments in the definition of
“Private Credit Investments,” or otherwise revise the disclosure.

 Response: The Fund’s principal
investment strategies are to invest primarily in directly originated loans. The Fund’s investment strategy will also include a smaller allocation to more liquid credit investments such as broadly syndicated loans and corporate bonds which may
be used for the purposes of maintaining liquidity for the Fund’s share repurchase program and liquidity management. The Fund believes that it is appropriate to include “equity and/or warrant kickers” in the definition of “Private
Credit Instruments” (as revised in response to 3(a) above) because the equity and/or warrant kicker are acquired in connection with credit investments and would not have been acquired by the Fund but for the debt transaction, which
transaction may not have been as economically favorable if structured solely as a debt investment without the benefit of the bargain associated with the addition of such equity and/or warrant kickers. In addition, while equity and/or warrant kickers
tend to have de minimis value at the time of investment, they may have value in the future and the Fund should not be disadvantaged, which would be the case should an equity and/or warrant kicker ended up increasing in value, particularly when
acquired solely as a component of a qualifying debt transaction. By including equity and/or warrant kickers received in connection with private credit investments in the definition of Private Credit Instruments (and therefore the Fund’s 80%
policy under Rule 35d-1), the test will more accurately reflect the economic substance of the Private Credit Instrument at the time of investment. Therefore, the Fund respectfully believes that equity and/or warrant kickers received in connection
with a Private Credit Instrument investment should be counted towards the Fund’s 80% policy.

 June 17, 2025

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.

 Response: The Fund notes
that the Adopting Release for Rule 35d-1 (e.g., the names rule) states that 80% of a fund’s investments needs to be invested in the particular type of investment suggested by its name and indicates that a fund, in appropriate circumstances,
could “include a synthetic instrument in the 80% basket if it has economic characteristics similar to the securities included in that basket.” See Investment Company Names, Investment Company Act Release
No. 24828, at n. 13 (Jan. 17, 2001). In connection therewith, the Fund confirms that “certain synthetic instruments” would include any investment that provides investment exposure to investments that are part of the 80% policy of the
Fund. Further, the Fund confirms that it does not currently intend to use derivatives as a principal part of its investment strategy and, accordingly, does not believe any additional disclosure is needed at this time.

Private Offering (page 9)

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 whether the Conversion Effective Date refers to April 23, 2025, when the Fund filed its N-54A.

Response: The Fund confirms that the Conversion Effective Date refers to April 23, 2025, when the Fund filed its N-54A.

6.
 Please also supplementally explain whether the Fund intends to offer shares before effectiveness of the Form
10.

 Response: The Fund confirms that it is currently conducting a private offering of its Shares to investors in
reliance on and compliance with exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), including the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation
D and Regulation S promulgated thereunder.

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 contain 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?);

 June 17, 2025

 Response: The Fund notes that it may only enter into Subscription Agreements with
different terms (an “Alternate Subscription Agreement”) if consistent with applicable law, including Section 18 (as modified by Section 61) of the Investment Company Act, and has not and does not intend to enter into any
Alternate Subscription Agreements that could result, for example, in an investor having priority over any other investor as to distribution of assets or payment of dividends. In support of this, the Fund respectfully directs the Staff to the
sentence following the disclosure in question, which notes that “[n]o investor in the Private Offering will be permitted to make an investment in the Fund on economic terms and conditions that are more favorable than the economic terms and
conditions contained in the Subscription Agreements entered into with all other investors.”

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

 Response: As described above, the Fund may only enter into an Alternative Subscription Agreement if
consistent with applicable law, including the Investment Company Act. The Fund also notes that it does not intend to enter into any Alternate Subscription Agreements that provide for material restrictions of the Fund’s activities. Accordingly,
the Fund confirms that it has not entered and will not enter into any Alternate Subscription Agreement with any shareholder that would have the effect of creating different terms for such shareholder’s investment in the Fund in contravention of
applicable law, including Section 18 (as modified by Section 61) of the Investment Company Act, or that would have a material, negative effect on other shareholders. Any Alternative Subscription Agreements that the Fund enters into would
be limited to terms that do not provide any shareholder with: (i) priority over any other shareholder as to distribution of assets or payment of dividends, (ii) preferential redemption or withdrawal rights (except to the extent necessary
and/or permitted under applicable law), (iii) preferential rights with respect to portfolio holdings or exposures (except to the extent necessary and/or permitted under applicable law), (iv) access to material non-public information
(except in accordance with Regulation FD under the Securities Act and other applicable securities laws), or (v) a different management fee from that paid by other shareholders. Capital can be called at any time within the year and other
investors can come in directly and there is no negative effect on them.

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;

 June 17, 2025

 Response: The terms of any Alternate Subscription Agreement do not need to be
disclosed to other shareholders in accordance with securities laws unless material to other shareholders. The Fund notes that the terms of any Alternate Subscription Agreement are by nature generally immaterial to other investors, but differences
are required by certain anchor or institutional investors, for example early investors that subscribed to the Fund during the private fund stage, prior to the Conversion Effective Date, and/or private placement partners.

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

 Response: As described above, any Alternative Subscription Agreements
that the Fund enters into would be limited to terms that do not provide any shareholder with: (i) preferential redemption or withdrawal rights (except to the extent necessary and/or permitted under applicable law), or (ii) preferential
rights with respect to portfolio holdings or exposures (except to the extent necessary and/or permitted under applicable law).

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: The Fund confirms that
any Alternative Subscription Agreements that the Fund enters into would be limited to terms that do not have a direct or indirect effect on the management fee attributable to the applicable shareholders with whom such Alternative Subscription
Agreements are made.

 Our Adviser (page 10)

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 supplementally 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 the Fund or Adviser. If so, in your response, address:

 Response: The Fund confirms that the
Adviser has entered into a resource sharing agreement with Audax Management Company (NY), LLC (“AMCNY”), its sole owner (the “Resource Sharing Agreement”).

a.
 The specific services Audax Private Debt or any other affiliated entity of the Fund or Adviser and its