September 25, 2023

VIA E-mail

Mr. Michael Altschuler, Esq.
Comvest Credit Managers, LLC
360 S. Rosemary Avenue, Suite 1700
West Palm Beach, FL 33401

        Re:    Comvest Credit Partners BDC Fund, L.P.
               File No. 000-56588

Dear Mr. Altschuler:

        On August 24, 2023, Comvest Credit Partners BDC Fund, L.P. (the    Fund
  ) filed a
registration statement on Form 10. We have reviewed the registration statement
and have
provided our comments below. Where a comment is made with regard to disclosure
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
given to them in
the registration statement.

       Please respond to this letter within ten (10) business days by either
amending the filing,
providing the requested information, or advising us when you will provide the
requested
information. We may have additional comments after reviewing your responses to
the following
comments, or any amendment to the filing.

        We note that the Fund is voluntarily registering shares of its common
stock under
Section 12(g) of the 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 satisfactorily addressed within this
60-day time period,
you should consider withdrawing the Form 10 prior to its effectiveness and
re-filing a revised
Form 10 that includes changes responsive to our comments. If the Fund chooses
not to withdraw
its Form 10 registration 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.

General

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

   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
 Mr. Michael Altschuler, Esq.
Comvest Credit Managers, LLC
September 25, 2023
Page 2


         commitments, together with a general explanation as to why the Fund
believes it will
         be able to cover its commitments.

   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.

Summary of Risks, page 1

   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.

General Development of Business, page 4

   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.

Description of Business, page 4

   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.

Regulation as a Business Development Company, page 10

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

The Private Offering, page, 26

    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
 Mr. Michael Altschuler, Esq.
Comvest Credit Managers, LLC
September 25, 2023
Page 3


          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.

Share Repurchase Program, page 27

   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.

   10.   Disclosure on page 29 states that the consideration in repurchase
offers will be paid
         within 65 days of the expiration of each offer. Please revise this
disclosure to state that
         the consideration will be paid no later than 5 business days after
expiration. See
         Exchange Act Release No. 43069 (July 24, 2000), section II.D.

   11.   We note disclosure regarding minimum balances in the next-to-last
paragraph of this
         section. If you determine to retain this feature, please include the
dollar figure in your
         next filing. We may have further comment.

Incentive Fee Based on Income, page 31

   12.   Please include a graphical representation of the income incentive fee.

Emerging Growth Company, page 36

   13.   With regard to the next-to-last bullet point on page 36, please remove
this disclosure, as
         the election must already have been made and it apparently has not
been made
         according to the first paragraph on page 37, or advise.

   We are a newly formed company and have no operating history,    page 39

   14.   Please confirm whether the statement is accurate regarding no
performance history.
         Item 2 appears to have information yet to be completed about a
portfolio of investments
         and results of operations.
 Mr. Michael Altschuler, Esq.
Comvest Credit Managers, LLC
September 25, 2023
Page 4


There is uncertainty as to the value of our portfolio investments   ,    page
40

   15.   Disclosure in this risk factor indicates that portfolio investments
that are treated as
            plan assets    for purposes of ERISA will use the valuations of
third-party and
         unaffiliated valuation firms without adjustment. Please modify this
disclosure and any
         similar valuation-related disclosure, as appropriate, to, for the
avoidance of doubt,
         make it clear that valuations prepared by the independent third party
and unaffiliated
         valuation firms will be used without adjustment only to the extent
that the Board (or its
         designated committee) consider the determinations representative of
fair value in good
         faith.

The timing of our repurchase offers   ,    page 43

   16.   Please remove this risk factor, as it describes a course of action
that is materially
         inconsistent with Rule 13e-4 under the Exchange Act, which rule
operates to eliminate
         the very risk described in this disclosure.

Our portfolio may be concentrated in a limited number of industries, page 59

   17.   Please include in the business overview that you intend to invest in
companies in the
         business service and software industries.
Significant Accounting Estimates and Critical Accounting Policies, page 74

   18.   Please explain whether all critical accounting estimates have been
included in this
         section. For example, please explain whether valuation and accounting
for
         organizational and offering expenses are considered critical
accounting estimates.

Quantitative and Qualitative Disclosures about Market Risk, page 75

   19.   Please explain whether the full disclosure requirements of Item 305 of
Regulation S-K
         have been included. In your response, please explain the disclosure
alternative selected
         and how the full disclosure requirements have been met.

Executive Officers Who Are Not Trustees, page 78

   20.   For all individuals, please disclose that they have worked at Comvest
Partners for at
         least the last 5 years, and, if this is not the case, disclose the
names and principal
         businesses of the other entities at which they worked. See Item 5 of
Form 10.

   21.   With respect to Mr. Michael Altschuler, per Item 401(e)(1) of
Regulation S-K, please
         disclose the name of the    NYSE listed finance company    and
disclose that company   s
         business with more specificity. Please also confirm that there is
nothing to disclose
         under Item 401(f) of Regulation S-K in this section. If the company
referenced in this
         comment was delisted, please also disclose that.
 Mr. Michael Altschuler, Esq.
Comvest Credit Managers, LLC
September 25, 2023
Page 5


Financial Statements and Supplementary Data, page 90

      22.    Please file an amended Form 10 at least 15 days prior to the Form
10   s effectiveness in
             order to furnish all financial statements and supplementary
financial information
             required by Regulation S-X. Audited financial statements,
supplemented by interim
             period financial statements, if required, should be dated within
135 days.

Market Information, page 83

      23.    Please provide the disclosure required by Item 201(a)(2)(ii) of
Regulation S-K (the
             amount of shares that could be sold pursuant to Rule 144 or that
the registrant has
             agreed to register under the Securities Act for sale by security
holders).

Recent Sales of Unregistered Securities, page 84

      24.    Please disclose the consideration paid in, and the dates of, the
referenced transactions,
             per Item 10 of Form 10

                                           *    *    *   *    *

        We remind you that the Fund and its management are responsible for the
accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action, or
absence of
action by the staff.

            Should you have any questions, please contact me at (202) 551-3503.

                                                         Sincerely,

                                                         /s/ David L. Orlic

                                                         David L. Orlic
                                                         Senior Counsel

cc:         Richard Horowitz, Esq., Dechert LLP
            Keith A. OConnell, Branch Chief
            Michael J. Spratt, Assistant Director
                   Disclosure Review and Accounting Office