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GoldenTree Opportunistic Credit Fund

 1900 K Street, NW

Washington, DC 20006-1110

 +1 202 261 3300 Main

+1 202 261 3333 Fax

 www.dechert.com

 WILLIAM J. BIELEFELD

william.bielefeld@dechert.com

 +1 202 261 3386 Direct

+1 202 261 3333 Fax

 April 10, 2025

 VIA
EDGAR

 Ms. Eileen Smiley

 U.S. Securities and
Exchange Commission

 Division of Investment Management

 100 F
Street, NE

 Washington, D.C. 20549

Re:
 GoldenTree Opportunistic Credit Fund

 
 Registration Statement on Form N-2

 
 File Nos. 333-284624 and
811-24046

 Dear Ms. Smiley:

This letter responds to comments that you provided electronically on February 25, 2025 with respect to the registration statement filed on Form N-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (“Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), filed with the
U.S. Securities and Exchange Commission (the “SEC”) on January 31, 2025 on behalf of GoldenTree Opportunistic Credit Fund (the “Fund”). The Fund has considered your comments and has authorized us to make the responses and
changes discussed below to the Registration Statement on its behalf. Capitalized terms have the meanings attributed to such terms in the Registration Statement.

Concurrently with this letter, the Fund is filing Pre-Effective Amendment No. 1 to its Registration Statement,
which reflects the disclosure changes discussed below.

 On behalf of the Fund, set forth below are the comments of the SEC staff (“Staff”) along
with our responses to or any supplemental explanations of such comments, as requested.

 PROSPECTUS

COVER PAGE, Pages 1-3

Comment 1.

In the first sentence of the first paragraph on Page 1 please add after the phrase “closed-end management company” the phrase “that will make periodic repurchase offers
for its securities, subject to certain conditions.” See Item 1(b) of Form N-2.

Response 1.

The Fund has incorporated this comment.

 Ms. Smiley

Page
 2

 April 10, 2025

Comment 2.

The first sentence of the third paragraph on Page 1 includes generalized disclosure of certain investments the Fund will primarily invest in and defines the term “Credit Investments” which is then tied to the
Fund’s 80% policy. These comments refer to this disclosure:

a)
 Please define what you mean by “credit instruments” and credit-related investments in Item 8
and conform summary to material changes made in response to comments to Item 8 disclosure.

i.
 For example, does credit instruments refer to derivatives?

ii.
 Does credit-related investments refer to convertible securities and preferred stock?

iii.
 What is the difference between the terms “instrument” versus an “investment”.

Response 2.

The Fund has revised the disclosure to consistently refer to credit investments. The Fund confirms that credit investments include derivatives, convertible securities and preferred stock.

Comment 3.

Because the Fund’s 80% policy is defined by reference to the defined term “Credit Investments” in the second sentence of the third paragraph on Page 1, please define the universe of Credit Investments
completely and remove the word “including” from the description of the defined term.

Response 3.

The Fund respectfully notes that the existing disclosure defines the universe of Credit Investments completely. Only credit investments and credit-related investments would count towards the Fund’s 80% policy. The Fund further
notes that its 80% investment policy is consistent with the policies of numerous registered investment companies. Nevertheless, the Fund has revised this disclosure as follows:

 “The Fund seeks to achieve its investment objective by investing opportunistically across credit markets,
focusing primarily on credit instrumentsinvestments and credit-related investments, including corporate credit, structured credit, and distressed investments (collectively, “Credit Investments”).
The Fund focuses on the following types of Credit Investments: private credit, public corporate credit, structured credit, and distressed investments.”

Comment 4.

The first paragraph on Page 2 includes three terms with the parenthetical “(defined below)”. Please identify where these terms are defined below. If the definitions are in the section entitled “Repurchases of
Shares”, then please add a cross reference to that section.

 Ms. Smiley

Page
 3

 April 10, 2025

Response 4.

The Fund has revised this disclosure as follows:

 Written notification of each quarterly repurchase offer (tThe “Repurchase
Offer Notice” (defined below) is sent to Shareholders at least 21 calendar days and no more than 42 calendar days before the date by which Shareholders can tender their Shares in response to a repurchase offer (the
“Repurchase Request Deadline” (defined below). The Fund expects to determine the NAV applicable to repurchases no later than the close of regular trading on the New York Stock Exchange (“NYSE”) on a
day to be determined but no later than the 14th day after the Repurchase Request Deadline, or the next business day if the 14th day is not a business day (the “Repurchase Pricing Date” (defined below).

Comment 5.

The offering table on Page 2 is incomplete but has columns for 4 classes of shares. The cover page does not reference separate classes of shares. Please explain supplementally to the staff whether the Fund intends to offer
multiple classes of shares. If not, please revise the disclosure throughout the registration statement to refer to one single class of shares. If so, please identify the exemptive order, by Investment Company Act Release Number, that permits this
Fund to offer multiple classes of shares.

Response 5.

The Fund confirms that it intends to offer multiple classes of shares and has revised the cover page accordingly. The Fund has applied for an exemptive order to permit the Fund to offer multiple classes of shares (see GoldenTree
Opportunistic Credit Fund, et al., File No. 812-15730 (filed March 24, 2025)).

Comment 6.

The first sentence of the first paragraph on Page 3 states that “investing in the Fund may be considered speculative.” However, the second sentence of the second paragraph of the section entitled “Investment
Objective and Principal Investment Strategy.” on Page 1 states that investments in the shares “should be considered speculative” because of the Fund’s investments in junk bonds. Please reconcile the risk disclosure on
Page 3 with the disclosure on Page 1.

Response 6.

The Fund has incorporated this comment.

Comment 7.

The sixth bullet point on Page 3 states that there is no assurance that the monthly distributions to be paid by the Fund “will be maintained at the targeted level or that dividends will be paid at all.”

a)
 Please include a cross reference to any such discussion of a targeted level of distributions is
discussed. If there is no specific targeted level of distributions, then please revise the bullet point accordingly.

 Ms. Smiley

Page
 4

 April 10, 2025

b)
 Please use consistent terminology in this risk disclosure bullet in light of the Fund’s later
statement that it will rely on Subchapter M of the Internal Revenue Code. The first part of the sentence discloses that there is no assurance that the Fund will meet the targeted level of distributions, and the second part of the sentence states
that there is no assurance that any dividends will be paid at all.

Response 7.

The Fund confirms that intends to target a distribution rate and has revised the disclosure accordingly.

 SUMMARY OF TERMS, Pages 5-27

The Adviser, Page 5

Comment 8.

The third paragraph under the section entitled “The Adviser” on Page 5 references GoldenTree’s catalyst driven approach with a “high margin of safety.” Please disclose in the summary or Item 8
how the Fund defines a “catalyst driven approach” with some examples and how the Adviser defines a “high margin of safety”. Please also consider using a different phrase other than “high margin of safety” or otherwise
supplementally explain how use of this phrase is not potentially materially misleading given that the Fund intends to predominantly invest in junk and unrated bonds.

Response 8.

With respect to the “high margin of safety” phrase, please see the response to Comment 27. With respect to the “catalyst driven approach” phrase, the Fund has revised the disclosure as follows:

 “GoldenTree’s fundamental, value-based investment approach is catalyst-driven with a focus on
margin of safety and rigorous relative value analysisemphasizes a catalyst driven approach with a rigorous relative value analysis. A catalyst driven approach means that a potential investment has an identifiable catalyst to
drive the asset to its fair value. Examples of catalysts can include an acquisition, asset sale or divesture, refinancing or achieving operational and/or restructuring milestones.”

Investment Opportunities and Principal Strategies, Page 6

Comment 9.

The disclosure in the last sentence of the first paragraph of the section entitled “Investment Opportunities and Principal Strategies” on Page 6 states that the Fund “may also invest in foreign
instruments, including Credit Investments issued by emerging market issuers, and illiquid and restricted securities”. Please clarify the disclosure to explain if “foreign instruments” will be included in the Fund’s 80% policy and
if foreign instruments issued by emerging market issuers and illiquid and restricted securities will constitute part of the Fund’s 20% allocation.

 Ms. Smiley

Page
 5

 April 10, 2025

If Credit Investments may also include foreign instruments, please disclose approximately how much will be allocated to such investments.

Response 9.

The Fund has revised the disclosure in response to this comment. The Fund confirms that foreign instruments, including foreign instruments issued by emerging market issuers and illiquid and restricted securities, will be included in
the Fund’s 80% policy. The Fund may invest all or substantially all of its assets in illiquid or restricted securities.

 Distributions, Page 7

Comment 10.

The paragraph in the section entitled “Distributions” on Page 7 discloses that the Fund intends to make regular monthly ordinary income distributions of all or a portion of investment company net income and
annual distributions of net capital gains. As detailed in Comment 7, the risk bullet on Page 2 discloses that the Fund may not meet its targeted distribution rate. If the Fund has a targeted monthly distribution rate, please disclose that
here or another appropriate place of the registration statement with cross references to that section. If there is no targeted distribution rate, please reconcile the disclosure regarding the Fund’s policies with respect to
distributions.

Response 10.

The Fund confirms that intends to target a distribution rate and has revised the disclosure accordingly.

 Distribution Reinvestment Plan, Page 7

Comment 11.

The paragraph of the section entitled “Distribution Reinvestment Plan” on Page 7 states that investors are automatically enrolled in the Distribution Reinvestment Plan unless they send written notice to the
transfer agent that they do not want their distributions reinvested in the Fund. Please include a cross reference to where in the registration statement the transfer agent and its mailing address is included (Page 95 of the Registration
Statement).

Response 11.

The Fund has revised the disclosure accordingly.

 Expense Limitation Agreement, Pages 8-9

Comment 12.

The second paragraph of the section entitled “Expense Limitation Agreement” on Page 8 states that the Expense Limitation Agreement will be in place for one year from the date of the Registration Statement
unless the Board terminates it. The second paragraph of this section on Page 9, however, states that the Adviser or the Fund can terminate this Agreement at any time without notice. Please reconcile this disclosure with respect to the ability
of the Adviser to terminate this agreement in the first year or remove the fee waiver from the Summary Fee Table on Pages 28-29 and instead discuss under Item 18.

Response 12.

The Fund has revised the disclosure accordingly.

 Ms. Smiley

Page
 6

 April 10, 2025

 Investor Suitability, Page 9

Comment 13.

The first paragraph of the section entitled “Investor Suitability” on Page 9 states that an investment in the Fund involves a considerable amount of risk and at the end of the second sentence of that paragraph you
include a cross-reference to a section entitled “Other Risks of the Fund- Closed-end Fund; Liquidity Risk.” Add a cross-reference at the end of the first sentence in that paragraph to the
section of the Registration Statement that discusses these other material or considerable risks.

Response 13.

The Fund has revised the disclosure accordingly.

 Unlisted Closed-End Fund Interval Structure; Limited Liquidity &
Repurchases of Shares by the Fund, Pages 10-11

Comment 14.

Consider consolidating the section entitled “Unlisted Closed-End Fund Interval Structure; Limited Liquidity” with the next section entitled “Repurchases of Shares by
the Fund”. The last sentence of the first paragraph under the section entitled “Unlisted Closed-End Fund Interval Structure; Limited Liquidity” is repeated in the first sentence of the next
section and repurchases of Fund shares is a feature of a closed-end interval fund.

Response 14.

The Fund has revised the disclosure accordingly.

 Selected Risks Factors, Pages 13-27

Comment 15.

The summary should be a clear and concise description of the key features of the Fund aligned with the summary of the principal strategies with excessive detail discussed in Item 8 with cross references to the applicable sections of
the Registration Statement that discuss these items in more detail to ensure that other disclosure, such as the fee table is not obscured by lengthy summary disclosure. See Form N-2, Part A: The Prospectus.
Examples of some of the risk factors discussed that do not align with the summary of the principal investment strategies include, but are not limited to:

a)
 Risks of investing in certain pooled issuers on Page 13 when the summary of the principal
investment strategies does not reference these types of investments;

b)
 Risks of investing in Special Situations and Stressed Investments Risk on Pages 15-17 when the investment summary does not reference these investments. The first full paragraph of this section on Page 16 also does not discuss the risks of these investments but rather contains a
summary of when the Adviser may select such investments and should be covered in the Fund’s investment strategies in Item 8 and/or the summary of investment strategies as appropriate;

 Ms. Smiley

Page
 7

 April 10, 2025

c)
 Risks of investments in U.S. Government Debt Securities Risk on Page 17 when the principal
investment strategies summary does not reference such investments or explain how they fit within the Fund’s overall investment objective or other principal strategies;

d)
 Page 20 contains a risk bullet entitled
“Non-Diversification Risk” that merely states that the Fund expects to hold a smaller number of issues without a discussion of the risks of
non-diversification. This risk disclosure is more aptly classified as an investment strategy and should be discussed in the summary of the principal strategies and the risks of such a strategy disclosed in the
summary of principal risks;

e)
 Page 22 contains a risk bullet entitled “Currency Risk” and the first sentence
states that the Fund will primarily make investments denominated in US dollars. That statement is related to the Fund’s investment summary and is not mentioned in the summary of the Fund’s principal strategies. Please include this in the
principal strategies in Item 8 and/or the summary of the principal strategies, as appropriate;

f)
 Page 22 contains a risk factor ent