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	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

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”).

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.

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.

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

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.

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.

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.

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.

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.

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

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.

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

Response: The Company acknowledges the Staff’s comment; however, the Company is not aware of any published law, rules, regulations or regulatory guidance that would require an Underlying Fund to be invested 100% in loans to private companies and other specialty finance debt in order for the Company’s investment in the Underlying Fund to be counted towards the 80% test for purposes of the Company’s policy under 1940 Act Rule 35d-1. Rather, the Company advises the Staff that it intends to “look through” the Underlying Funds to their underlying investments when applying the 80% investment requirement. The Company believes this approach is more consistent with the Staff’s position cited in footnote 12 to the adopting release for Rule 35d-1, which permits investment companies to “look through” a repurchase agreement to the collateral underlying the agreement and apply the repurchase agreement toward the 80% investment requirement based on the type of securities comprising its collateral. The Company also believes that this approach is more consistent with investor expectations. By way of example, the Company believes that it would be unreasonable and inconsistent with the purpose of Rule 35d-1 for an Underlying Fund with a fair value of $2 million that is 100% invested in loans to private companies and other specialty finance debt (and thus would count towards compliance with the Company’s 80% test) to have a more significant effect on the Company’s compliance with the 80% test than an Underlying Fund with a fair value of $50 million that is 75% invested in loans to private companies and other specialty finance debt, which, based on the Staff’s comment, would not count at all for purposes of compliance with the 80% test.

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

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

Response: The Company has revised the disclosure on page 4 of the Amended Registration Statement in response to the Staff’s comment. The Company confirms to the Staff, on a supplemental basis, that none of the Company’s wholly-owned subsidiaries are “controlled foreign corporations” as defined under the U.S. Internal Revenue Code of 1986, as amended.

Response: The Company respectfully advises the Staff that the Company did not acquire all or substantially all of the assets of the Seller pursuant to Rule 6-11(a)(2) of Regulation S-X. The Seller is a pre-existing entity that was not established by the Company or established for the purpose of any transaction with the Company.

Response: The Company respectfully advises the Staff that the Company acquired the investments and obligations in the Initial Portfolio on April 3, 2023, prior to the Company’s election to be regulated as a BDC. The Company has revised the disclosure on page 4 of the Amended Registration Statement to disclose the closing of the Initial Portfolio transaction.

Response: The Company has included in the Amended Registration Statement an audited special purpose schedule of investments relating to the Initial Portfolio, in accordance with the requirements of Rule 12-12 of Regulation S-X detailing, as of January 31, 2023, the portfolio investments that the Company acquired in the Initial Portfolio transaction.

Response: The Company has revised the disclosure on page 4 of the Amended Registration Statement in response to the Staff’s comment.

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that the investments in the Initial Portfolio comply with the Company’s 80% policy under Rule 35d-1. However, the Company also refers the Staff to the Company’s response to Comment #6 above.

Response: The Company has revised the disclosure on page 4 of the Amended Registration Statement in response to the Staff’s comment to remove the reference to “observable.”

Response: The Company advises the Staff, on a supplemental basis, that the Advisor selected the February 28, 2023 date as the reference date for determining the fair value of each investment included in the Initial Portfolio (in connection with establishing the basis for the Purchase Price) in order to ensure that there was sufficient time for the assets in the Initial Portfolio to be valued by an independent third-party valuation firm prior to the closing under the Initial Portfolio Transfer Agreement, which occurred on April 3, 2023, prior to the Company’s election to be regulated as a BDC. As disclosed in the Amended Registration Statement, in connection with the closing under the Initial Portfolio Transfer Agreement and the acquisition of the Initial Portfolio, the Advisor conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio since February 28, 2023 and adjusted the Purchase Price in accordance with the terms of the Initial Portfolio Transfer Agreement to reflect the fair value of the investments and obligations in the Initial Portfolio immediately prior to the April 3rd closing under the Initial Portfolio Transfer Agreement.

Response: The Company respectfully declines to revise the disclosure as requested. In this regard, the Company respectfully refers the Staff to the Company’s response to Comment #2 above, in connection with which the Company confirmed 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.

Response: The Company has revised the disclosure in the Amended Registration Statement in response to the Staff’s comment. In addition, the Company refers the Staff to the Company’s response to Comment #6 above.

Response: The Company has revised the disclosure on page 11 of the Amended Registration Statement in response to the Staff’s comment.

Response: The Company has revised the disclosure on pages 11 and 12 of the Amended Registration Statement in response to the Staff’s comment.

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

Response: The Company has revised the disclosure on page 24 of the Amended Registration Statement in response to the Staff’s comment.

Response: To the extent that the Company treats any security entered on a when-issued or forward-settling basis or with a non-standard settlement cycle as a derivatives transaction and relies on the limited derivatives user exception, the Company will limit the derivatives exposure attributable to such transaction and all other derivatives transactions to 10% of the Company’s net assets in accordance with the provisions of Rule 18f-4(c)(4)(i)(B).The Company has added disclosure clarifying this point on page 31 of the Amended Registration Statement.

Response: The Company respectfully refers the Staff to the Company’s response to Comment #10 above.

Response: The Company has revised the disclosure on page 71 of the Amended Registration Statement in response to the Staff’s comment.

Response: The Company confirms to the Staff its understanding that recoupment of any fees waived or expenses paid by the Advisor under the Expense Limitation Agreement must occur within three years of the date of the waiver or expense payment. In this regard, the Company respectfully refers the Staff to the disclosure on page 24 of the Amended Registration Statement, which references such requirement in the context of the Expense Limitation Agreement.

Response: The Company has filed conformed versions of the above-referenced executed agreements as exhibits to the Amended Registration Statement.

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If you have any questions or if you require additional information, please do not hesitate to contact me at (212) 698-3525.