SecProbe.io

April 3, 2025
VIA E-MAIL
Brad A. Green, Esq.
Kirkland & Ellis LLP601 Lexington Avenue New York, NY 10022
Re: Blue Owl Alternative Credit Fund
   File No. 333-285688    File No. 811-24062
Dear Mr. Green:
On March 7, 2025, you filed a registration statem ent on Form N-2 (the “Private N-2”) for
Blue Owl Alternative Credit Fund (the “Fund” ).  On March 10, 2025, you filed a registration
statement on Form N-2 (the “Public N-2”) for the Fund.  Our comments are set forth below.
Please apply all comments, other th an those indicated to apply only to the Private N-2 or only to
the Public N-2, to both the Private N-2 and th e Public N-2.  For convenience, we generally
organized our comments using the headings, defi ned terms and page numbers from the Private
N-2 filed by the Fund (except for the comments indi cated to apply only to the Public N-2 where
we used headings and page numbers from the Pu blic N-2).  Where a comment is made with
respect to the disclosure in one location of th e filing, it applies to a ll similar disclosure found
elsewhere.
PROSPECTUS
Cover Page of Private N-2
1. On page i, the fifth sentence of the fifth paragr aph states that “[i]n the event that any terms,
conditions or other provisions of such [subscr iption] agreement (or any related agreements)
are inconsistent with or contrary to the desc ription of terms set forth in this Memorandum,
the terms, conditions and other provisions of su ch agreements shall control.”  Inasmuch as
Section 34(b) of the Investment Compa ny Act of 1940 (“1940 Act”) makes unlawful any
untrue statement of a material fact in any regi stration statement (as does Section 11(a) of the
Securities Act of 1933 (“Securities Act”) with respect to the Pub lic N-2), please revise this
sentence to reflect that disclosure in the re gistration statement will be accurate.  Similarly, on
page ii, please revise the second and fifth sentences of the firs t full paragraph to reflect the
provisions of Section 34(b) of the 1940 Act and, with respect to the Public N-2, Section 11(a)
of the Securities Act.  Please make the same changes to the second to last sentence in the
introductory paragraph under “I. Summa ry of Terms” on page 1.

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2. On page iii, under “Principal Investment Strate gy”, the last sentence of the second paragraph
states that the Fund may form special purpose vehicles for any purposes which will effectuate
the investment program of the Fund.  Pleas e respond to the following comments regarding
any special purpose vehicles.
a. Disclose that “special purpose vehicle” means an entity that engages in investment
activities in securities or other assets that is primarily controlled by the Fund.  (Please
note that “primarily controlled” means: (1) the Fund controls the unregistered entity
within the meaning of Section 2(a)(9) of the 1940 Act, and (2) the Fund’s control of
the unregistered entity is greater than that of any other person.)
b. Disclose that the Fund complies with th e 1940 Act provisions governing investment
policies (Section 8) on an aggregate basi s with the special purpose vehicles.
c. Disclose that the Fund complies with the 1940 Act provisions governing capital
structure and leverage (Section 18) on an aggregate basis with the special purpose
vehicles so that the Fund treats the debt of  the special purpose vehicles as its own for
purposes of Section 18 of the 1940 Act.
d. Disclose that any investment  adviser to a special purpose vehicle complies with the
1940 Act provisions relating to investment advisory contr acts (Section 15) as if it
were an investment adviser to the Fund under Section 2(a)(20) of the 1940 Act.
Please confirm that any inve stment advisory contract between a special purpose
vehicle and its investment adviser will be filed as an exhibit to the registration
statement as it is a material contract.
e. Disclose that special purpos e vehicles will comply with the 1940 Act provisions
related to affiliated transac tions and custody (Section 17).  Disclose the custodian of
any special purpose vehicle.
f. Disclose any principal investment strategies or princi pal risks of the special purpose
vehicles that constitute princi pal investment strategies and principal risks of the Fund.
g. Confirm that the financial statements of any wholly-owned or substantially-owned
special purpose vehicles will be consolidated  with those of the Fund.  If not, explain
why not.
h. Tell us if any of the Fund’s wholly-owned  or substantially-owned special purpose
vehicles will charge a management fee.  If so, please confirm to us that the
management fees (including performance f ees) of any special purpose vehicle whose
financial statements are consolidated with  those of the Fund will be included in the
“Management Fee” line item of the fee table and any such special purpose vehicle’s other expenses will be included in the “Other Expenses” line item of the fee table.
i. Confirm to us that the special purpose vehicles and their boards of directors will agree
to inspection by the staff of the special purpose vehicles’ books and records, which

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will be maintained in accordance with Section 31 of the 1940 Act and the rules
thereunder.
j. If any special purpose vehicles will be foreign entities, please confirm that such
special purpose vehicles and their boards of directors will agree to designate an agent for service of process in the United States.
3. On page iii, under “Principal Investment Strate gy”, the first sentence of the third paragraph
states that the Fund considers “Alternative Credit Assets” to include alternative credit
investments.  Please disclose what it means to be an “ alternative  [emphasis added]” credit
investment for purposes of the 80% policy.
4. On page iii, under “Principal Investment Strate gy”, the first sentence of the third paragraph
includes “investments with debt-like characteris tics” in the 80% policy.  Please identify here
the investments with debt-like characteristics (other than preferred securities) that would be included in the 80% policy.  We may have more  comments after reviewing your response.
5. On page iii, under “Principal Investment Strate gy”, the first sentence of the third paragraph
includes “other credit-related investments” in the 80% policy.  Please identify here any other
credit-related investments that are part of the Fund’s principal strate gies and disclose any
corresponding risks of such investments under “Ris k Factors and Special Considerations”.
6. On page iii, under “Interval Fund”, please di sclose the intervals between deadlines for
repurchase requests, pricing and repayment.  Please also disclo se a cross-reference to those
sections of the Private Placement Memorandum (or Prospectus for the Public N-2) that
discuss the Fund’s repurchase policies and the risks attendant thereto.  See Guide 10 to Form
N-2.
Summary of Terms — The Fund (page 1 of Private N-2)
7. Applicable only to Private N-2 :  The first sentence of the third paragraph of this section states
that the Fund intends to apply for an exemptiv e order.  Inasmuch as the Fund has already
filed its application, please replace “inte nds to apply” with “has applied”.
Summary of Terms — Investment Objectives and Strategies (pages 2 – 5 of Private N-2)
8. On page 2, the second to last sentence of the f ourth paragraph refers to “other credit-related
investments” whose returns are “substantially driven by the performance of credit or credit-
related assets”.  To clarify the types of i nvestments to which this  language refers, please
disclose how the Fund defines such investments.
9. On page 3, in the third paragraph, please cl arify what “tradable version” means.
10. On page 3, under “Commercial Assets ”, please briefly disclose what a “triple net lease” is.
11. On page 4, (i) under “Other Credit Investme nts” and “Private Non-Sponsored Corporate
Credit”, disclosure refers to “common equity related to a credit investment” and (ii) under
“Capital Solutions”, disclosure refers to “related equity capital solutions to corporate

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issuers.”  Please disclose that such equity investments will not be Alternative Credit
Investments for purposes of the 80% policy.
12. Applicable only to Private N-2 :  The second to last paragraph of  this section states that the
Fund does not intend to invest more than 15% of  its assets in certain funds that rely on
Sections 3(c)(1) or 3(c)(7) of the 1940 Act.  Please disclose that the Fund will not invest
more than 15% of its assets in private equity and/or hedge funds that rely on Sections 3(c)(1)
and/or 3(c)(7) of the 1940 Act or, alternatively, please revise the first sentence on page 8 to
delete “or in which an investor makes a smaller initial investment with the intention of increasing its position with further contributions over time.”
Summary of Terms — Investment Objectives an d Strategies (pages 1 – 6 of Public N-2)
13. Applicable only to Public N-2 :  The first sentence on page 6 states that the Fund does not
intend to invest more than 15% of  its assets in certain funds th at rely on Sections 3(c)(1) or
3(c)(7) of the 1940 Act.  Please disclose that the Fund will not invest more than 15% of its
assets in private equity and/or hedge funds that rely on Sections  3(c)(1) and/or 3(c)(7) of the
1940 Act
Summary of Terms — The Offeri ng (page 7 of Private N-2)
14. Applicable only to Private N-2 :  The first sentence of the second paragraph of this section
states that Class I-F Shares will be issued solely in private placement transactions that do not involve any “public offering” w ithin the meaning of Section 4( a)(2) of the Securities Act.
Please provide a legal analysis as to why th e private placement transactions of the Fund’s
Shares should not be integrated with the Fund ’s anticipated public offering of Shares under
the Public N-2.  See Rule 152 under the Securities Act.
15. Applicable only to Private N-2 :  The first sentence of the fifth paragraph of this section states
that Blue Owl and/or its affiliates may contribute a portion of the proceeds used to purchase
the Class I-F Shares on behalf of Class I-F shareholders from their own resources.  Please
explain to us the purpose of this arrangement whereby Blue Owl and/or its affiliates may contribute a portion of the proceeds used to pur chase the Class I-F Shares, and any obligation
such Class I-F shareholders will have to Blue Owl and/or its affiliates in return for this
contribution of proceeds.  Will all Class I-F shareholders equally benefit from this
contribution?  What is the expected size of the contribution and will it vary by shareholder (e.g., what percentage of a shareholder’s investme nt is expected to be funded by Blue Owl
and/or its affiliates)?  Please also tell us whether there will be a written agreement between a Class I-F shareholder and Blue Owl and/or its affiliates to govern the terms of this
arrangement.  We may have more comments after reviewing your response.
Summary of Terms  — Purchasing Shares (page 9 of Public N-2)
16. Applicable only to Public N-2 :  The first sentence of the last paragraph of this section states
that prospective investors who purchase Shar es through financial intermediaries will be

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subject to the procedures established by t hose intermediaries, which may include, among
other things, charges different from those listed in the Prospectus.  Please confirm that any
waivers and scheduled variations in sales load charges will be disclosed in the Prospectus and
that the reference to “charges different from t hose listed herein” does not include sales loads.
See Items 12(a) of N-1A and IMGU 2016-06 at IM Guidance Update: Mutual Fund Fee
Structures .  See also  application for exemptive order filed by the Fund and the Adviser on
March 7, 2025 (at text preceding footnote 20).
Summary of Terms — Valuatio n (page 13 of Private N-2)
17. Applicable only to Private N-2 :  The first sentence of this section states that the Fund will
calculate the NAV of the Class I-F Shares on Th ursday of each calendar week.  The first
sentence on page 7 states that the Fund is s eeking to raise $500 million in private placement
transactions “on a continuous basis”.  Inasmu ch as Rule 23c-3(b)(7)(iii) under the 1940 Act
requires an interval fund to calculate NAV daily Monday through Friday when shares are
offered, please revise the first sentence of this section to state that the Fund will calculate NAV daily (since the private placement transac tions are occurring “on a continuous basis”)
or explain to us why doing so  is not appropriate.
Summary of Terms —Repurchases of  Shares (page 14 of Private N-2)
18. The first sentence of the second paragraph of this section states that a Shareholder who
tenders some, but not all, of its Shares for repurchase will be required to maintain a minimum balance of $10,000 worth of Shares.  The last sent ence of this same paragraph states that the
Fund reserves the right to reduce the amount to be  repurchased from a Shareholder so that the
required capital balance is main tained.  Inasmuch as Rule 23c-3(b)(5) under the 1940 Act
requires shares to be repurcha sed on a pro rata basis if shar eholders tender stock in an
amount exceeding the repurchase amount except in certain sp ecified circumstances, please
revise these two sentences to reflect this requirement.
19. The third paragraph of this s ection refers to “discretionary  model portfolio  management
programs”.  Please disclose what a discretionary model portfolio management program is.
Summary of Fees and Expenses (pages 19 – 20 of Private N-2)
20. Applicable only to Public N-2 :  On page 20, please disclose the amount of the management
fee in the Management Fee line item based on net assets, rather than based on Managed
Assets.
21. Applicable only to Public N-2 :  On page 20, footnote (1) st ates that certain financial
intermediaries may charge transaction or ot her fees, including upfront placement fees, in
such amounts as they may determine, provided that the selling agents limit such charges to
certain amounts.  Please either disclose that  none of these charges are sales loads or,
alternatively, (i) in the Maximum Sales Load lin e item, disclose the amount of the sales load
and (ii) in an appropriate location in the Pr ospectus, describe any sales loads applied to

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purchases of the Fund’s shares, briefly describe  any arrangements that result in breakpoints
in or eliminations of sales loads and the classes of people or transactions to which any sales
load variations or waivers apply, including id entifying those financial intermediaries that
offer any such variations or wa ivers of sales loads.  Please apply the same comment (ii) to
disclosure in each of the first paragraphs under “Class S Shares” and “Class U Shares” on
page 111 of the Public N-2.  See Items 12(a) of N-1A and IMGU 2016-06.  See also
application for exemptive order filed by the Fund and the Adviser on March 7, 2025 (at text
preceding footnote 20).
22. Inasmuch as the Fund plans to invest in other investment companies, please include an AFFE
line item in the fee table.  See Instruction 10 to Item 3 of Form N-2.
23. Applicable only to Private N-2 :  Please review and confirm that accuracy of the 3 Years, 5
Years and 10 Years amounts in the example calculations as the staff calculated different amounts.
Use of Proceeds (page 25 of Public N-2)
24. Applicable only to Public N-2 :  Disclose how long it is expected to take to fully invest the net
proceeds in accordance with the Fund’s inves tment objectives and policies and the reasons
for any anticipated lengthy delay in  investing the net proceeds.  See Item 7.2. of Form N-2.
Investment Objective and Strategies — In vestment Process — The Facility Agreement
(pages 27 – 28 of Private N-2)
25. Please file the Facility Agree