SecProbe.io

CORRESP
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    Brad
    A. Green, P.C.

    To
    Call Writer Directly:

    +1
    212 446 4839

    brad.green@kirkland.com

    601
    Lexington Avenue

    New
    York, NY 10022

    United
    States

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    212 446 4800

    www.kirkland.com

    Facsimile:

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                                            212 446 4900

April 22, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Anu Dubey

    Michael Spratt

    Thankam Varghese

    Melissa McDonough

    Re:
    Blue Owl Alternative Credit Fund

    Registration Statements on Form N-2

Dear Ladies and Gentlemen:

On behalf of Blue Owl Alternative Credit Fund, a Delaware
statutory trust (the “Fund”), we hereby respond to the comments of the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) regarding the Fund’s Registration Statement under the Investment Company Act
of 1940, as amended (the “1940 Act”), on Form N-2, filed on March 7, 2025 (File No. 811-24062) (the “Private
N-2”), and the Fund’s Registration Statement under the 1940 Act and Securities Act of 1933, as amended (the “1933 Act”),
on Form N-2, filed on March 10, 2025 (File Nos. 333-285688; 811-24062) (the “Public N-2” and, together with
the Private N-2, the “Registration Statements”), transmitted by Anu Dubey of the Staff to Brad A. Green, P.C. of Kirkland &
Ellis LLP, counsel to the Fund, by letter dated April 3, 2025.

For your convenience, set forth below is a transcription
of the Staff’s comments and the Fund’s responses thereto. Please note that we have not independently verified information provided by
the Fund. References in the responses to the Fund’s Private Placement Memorandum, Prospectus or Statement of Additional Information (“SAI”)
are to those filed as part of the applicable Registration Statement. Capitalized terms used but not defined herein have the meanings assigned
to them in the applicable Registration Statement(s).

PROSPECTUS

Cover Page of Private N-2

 1. On page i, the fifth sentence of the fifth paragraph states that “[i]n the event that any
terms, conditions or other provisions of such [subscription] agreement (or any related agreements) are inconsistent with or contrary to
the description of terms set forth in this Memorandum, the terms, conditions and other provisions of such agreements shall control.”
Inasmuch as Section 34(b) of the Investment Company Act of 1940 (“1940 Act”) makes unlawful any untrue statement of
a material fact in any registration statement (as does Section 11(a) of the Securities Act of 1933 (“Securities Act”)
with respect to the Public N-2), please revise this sentence to reflect that disclosure in the registration statement will be accurate.
Similarly, on page ii, please revise the second and fifth sentences of the first 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. Summary of Terms” on page 1.

Response:

In
response to the Staff’s comment, the Fund intends to revise the relevant disclosures in an amendment to the Private N-2 (the “Private
N-2 Amendment”) and an amendment to the Public N-2 (the “Public N-2 Amendment” and, together with the Private
N-2 Amendment, the “Amendments”), as applicable, as set forth below (deletion of the stricken text, indicated textually
in the same manner as the following example: stricken text; addition of the underlined
text, indicated textually in the same manner as the following example: underlined text).

Cover Page:

No
person other than the Adviser has been authorized to give any information concerning the Fund or this offering or to make any representation
not contained in this Memorandum. No person has been authorized to
make any representations concerning the Fund that are inconsistent with those contained in this Memorandum. Prospective investors should
not rely on any information not contained in this Memorandum. To invest in the Fund,
each prospective investor will be required to execute a subscription agreement. In the event that any
terms, conditions or other provisions of such agreement (or any related agreements) are inconsistent with or contrary to the description
of terms set forth in this Memorandum, the terms, conditions and other provisions of such agreements shall control. Before
the final closing of the Fund’s private placement offering, the Adviser and its affiliates reserve the right to modify any of the terms
of the offering and the Shares of the Fund described herein.

I.            Summary
of Terms

The
following summary describes the offering of shares of beneficial interest in Blue Owl Alternative Credit Fund (the “Fund”),
and is subject to, and qualified in its entirety by, the information appearing in this Prospectus, the Statement of Additional Information
of the Fund and the terms and provisions of the Declaration and Agreement of Trust of the Fund (the “Declaration of Trust”),
the By-Laws of the Fund (the “By-Laws”), the Investment Advisory Agreement between the Fund and Blue Owl Alternative Credit
Advisors II LLC (the “Investment Advisory Agreement”) and the Subscription Agreement relating to the Fund (the “Subscription
Agreement” and, collectively with the Prospectus, Statement of Additional Information, Declaration of Trust, By-Laws and Investment
Advisory Agreement, each as amended, restated or otherwise modified from time to time, the “Fund Documents”), copies of which
will be provided to each prospective investor prior to the acceptance of any subscription. This is
only a summary and does not contain all of the information that you should consider before making an investment in the Fund.
Prior to making any investment, the Fund Documents should be reviewed carefully. If the terms described
in this Summary of Terms are inconsistent with or contrary to the terms of the Fund Documents, the Fund Documents (as applicable) shall
control. This is only a summary and does not contain all of the information that you should consider before making an investment in the
Fund.

 2. On page iii, under “Principal Investment Strategy”, 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. Please 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.)

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(b)            Disclose
that the Fund complies with the 1940 Act provisions governing investment policies (Section 8) on an aggregate basis 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 contracts
(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
investment 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 purpose vehicles will comply with the 1940 Act provisions related to affiliated transactions and custody (Section 17).
Disclose the custodian of any special purpose vehicle.

(f)            Disclose
any principal investment strategies or principal risks of the special purpose vehicles that constitute principal 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 fees) 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 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.

Response:

 (a) The Fund respectfully notes that it may not primarily control certain special purpose vehicles in or through
which it invests and, as such, respectfully declines to make the requested change.

 (b) The Fund confirms that it intends to comply with the provisions of Section 8 of the 1940 Act governing
investment policies on an aggregate basis with any primarily-controlled special purpose vehicle. The Fund respectfully submits that, in
light of the foregoing, no disclosure revisions are necessary.

    3

 (c) The Fund advises the Staff
                                                                                                                                                that the Fund intends to comply with the provisions of Section 18 of the 1940 Act governing capital structure and leverage on
                                                                                                                                                an aggregate basis such that it will treat the borrowings of any primarily-controlled special purpose vehicles as that of the
                                                                                                                                                Fund for purposes of Section 18 of the 1940 Act to the extent required by GAAP, ASC 946 and Regulation S-X. The Fund
                                                                                                                                                respectfully submits that, in light of the foregoing, no disclosure revisions are necessary.

 (d) The Fund advises the Staff that
any primarily-controlled special purpose vehicles of the Fund through which the Fund engages in investment activities are not expected
to be parties to advisory or management contracts. Rather, the Adviser will manage the investments held by any such special purpose vehicles
on a look-through basis pursuant to the Investment Advisory Agreement. The Fund respectfully submits that, in light of the foregoing,
no disclosure revisions are necessary.

 (e) The
Fund advises the Staff that any primarily-controlled
special purpose vehicles of the Fund through which the Fund engages in investment activities would
be subject to the Fund’s compliance policies and procedures, including compliance with Section 17 of the 1940 Act. To the extent
the Fund forms any such vehicles, the assets of the Fund held by those vehicles would be
custodied in compliance with Section 17(g) of the 1940 Act and the rules thereunder. The Fund respectfully submits
that, in light of the foregoing, no disclosure revisions are necessary.

 (f) The Fund respectfully submits that the principal investment strategies
and principal risks disclosed in the Registration Statements appropriately reflect the anticipated aggregate operations of the Fund and
any primarily-controlled special purpose vehicles. The Fund respectfully submits that,
in light of the foregoing, no disclosure revisions are necessary.

 (g) The Fund may form or maintain entities or vehicles to hold the Fund’s
assets for tax or other purposes (e.g., in connection with a credit facility), which may be wholly or partially owned by the Fund, and
which will generally be treated as C-corporations, partnerships or disregarded entities. In connection with the formation and maintenance
of any such entities, the Fund would conduct an analysis to determine if consolidation of such entity with the Fund is appropriate.

Whether
an entity’s financial statements will be consolidated with those of the Fund will depend
on the nature of the exclusion that the entity is relying on from registration as an investment company under the 1940 Act. Both GAAP
and Regulation S-X prohibit investment companies from consolidating non-investment company entities. Under GAAP and Regulation S-X, the
Fund, as a closed-end management investment company, would not consolidate any operating entity on its financial statements unless that
operating entity (i) provides substantial services to the Fund and (ii) is controlled by the Fund. In all other cases, GAAP
would require that the Fund treat its investment in a non-investment company entity as an operating entity and carry such investment at
fair value. An entity that is treated as an operating entity, i.e., does not meet the definition of investment company, would not be consolidated
into the financial statements of the Fund. The Fund intends to follow GAAP, ASC 946, and Regulation S-X to determine whether to consolidate
the financial statements of an entity with those of the Fund.

 (h) It is not currently anticipated that any special purpose vehicle
wholly- or substantially-owned by the Fund will charge a management fee (including performance fees).

 (i) The Fund confirms that any primarily-controlled special purpose vehicles and their boards of directors,
if any, will agree to inspection by the Staff of the books and records of such special purpose vehicles, which will be maintained by the
Fund in accordance with Section 31 of the 1940 Act and the rules thereunder.

 (j) The Fund confirms that any primarily-controlled special purpose vehicles that are foreign entities and
their boards of directors, if any, will agree to designate an agent for service of process in the United States.

    4

 3. On page iii, under “Principal Investment Strategy”, 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.

Response:

In response to the Staff’s comment,
the Fund intends to revise the relevant disclosures in the Amendments to add the following disclosure to the end of the above-referenced
paragraph.

The Fund considers its credit investments
to be “alternative” as they represent credit-oriented investment in issuers or markets the Adviser believes to be underserved
by traditional lenders or the broader capital markets, or that require non-standard, customized terms as compared to traditional lenders
or the broader capital markets.

 4. On page iii, under “Principal Investment Strategy”, the first sentence of the third
paragraph includes “investments with debt-like characte