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

+1 212 446 4800

www.kirkland.com

Facsimile:
 +1 212 446 4900

June 25,
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 Statement on Form N-2 (File Nos. 333-285688;
    811-24062)

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 Pre-Effective Amendment No. 1 to the Fund's
Registration Statement on Form N-2, filed on April 30, 2025 (File Nos. 333-285688; 811-24062) (the "Registration Statement")
and the Fund's correspondence to the Staff, dated April 22, 2025, submitted to the Commission (the "Prior Correspondence"),
transmitted by telephone on May 1, 2025 and May 25, 2025 by Anu Dubey of the Staff to Brad A. Green, P.C. of Kirkland &
Ellis LLP, counsel to the Fund, and on May 5, 2025 by Ken Ellington of the Staff to Nick Tarnowski of Kirkland & Ellis LLP.

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 Prospectus or Statement of Additional Information ("SAI") are to
those filed as part of the Registration Statement. References to "Prior Comments" are to those set forth in the Prior Correspondence.
Capitalized terms used but not defined herein have the meanings assigned to them in the Registration Statement. We understand that the
Staff intends to issue additional comments on certain topics, and is considering and clarifying certain previously provided comments.
For purposes of this letter, we have omitted such comments that remain under Staff advisement, and intend to file responses thereto following
issuance of definitive versions of such comments. Please note that, for revisions indicated to be made in the Amendment (as defined below),
the Fund additionally intends to make corresponding changes, as applicable, to an amended and restated version of its private placement
memorandum for use in the Private Offering prior to its termination.

PRIOR CORRESPONDENCE

 1. The Staff restates Prior Comment #2(a), requesting that the Fund define the term "special purpose
vehicle" as previously requested, in the prospectus disclosure.

Response:

The Fund supplementally notes that it may form
and/or invest in various special purpose vehicles, including special purpose vehicles that do not engage in investment activities in securities
or other assets that are primarily controlled by the Fund. As such, the Fund is unable to make the requested disclosure revision.

However,
in response to the Staff's comment, the Fund intends to revise the relevant disclosures in an amendment to the Registration Statement
(the "Amendment") to add new disclosure to the Registration Statement as set forth below.

The Fund may invest through wholly owned
or primarily controlled subsidiaries or special purpose vehicles that primarily engage in investment activities in securities or other
assets. Any such wholly owned or primarily controlled subsidiary or special purpose vehicle will comply with provisions of the 1940 Act
related to affiliated transactions and custody or exemptive relief therefrom, and the Fund will comply with provisions governing investment
policies and, to the extent required by the 1940 Act and relevant SEC guidance, capital structure and leverage on an aggregate basis with
any wholly owned or primarily controlled subsidiary or special purpose vehicle.

 2. Prior Comment #2(b) asked for disclosure, rather than confirmation. Please add the representation
made in the prior response to the prospectus disclosure. Please revise such disclosure to state that the Fund "will," rather
than "intends to."

Response:

The Fund refers the Staff to the response to Comment
#1.

 3. Prior Comment #2(c) asked for disclosure, rather than confirmation. Please add the representation
made in the prior response to the prospectus disclosure. Please revise such disclosure to state that the Fund "will," rather
than "intends to." Please delete the language reading: "to the extent required by GAAP, ASC 946 and Regulation S-X."

Response:

The Fund refers the Staff to the response to Comment
#1.

 4. Prior Comment #2(e) asked for disclosure, rather than confirmation. Please add the representation
made in the prior response to the prospectus disclosure. Please revise such disclosure to state that the Fund "will," rather
than "intends to."

Response:

The Fund refers
the Staff to the response to Comment #1.

    2

 5. Relating to Prior Comment #4, explain to us why royalty investments and equipment lease investments
are investments with "debt-like characteristics" and therefore appropriately included in 80% bucket.

 Response:

The Fund supplementally notes that equipment leases,
like debt investments, result in the lessee paying regular interest to the Fund as lessor, which results in a similar economic arrangement
as compared to a more traditional lender-borrower relationship inherent in a debt investment. Similarly, in a royalty investment, the
asset owner pays the Fund regular royalty payments, similar to interest payments.

 6. Relating to Prior Comment #5, explain to us and revise disclosure to clarify why "interests in
certain REITs" are credit investments for purposes of 80% policy. Please also disclose what a "credit fund" is for purposes
of 80% policy.

 Response:

The
Fund intends to revise disclosures in the Amendment to clarify that it considers interests in certain REITs which pursue a principal investment
strategy in credit investments in the real estate sector to be credit investments for purposes of the Fund's 80% policy. In response to
the Staff's comment, the Fund intends to revise the relevant disclosures in the Amendment as set forth below (addition of the underlined
text, indicated textually in the same manner as the following example: underlined text).

For
purposes of the foregoing 80% policy, the Fund considers "Alternative Credit Assets" to include "alternative"
credit investments, whether through primary originations or secondary purchases, in loans, bonds, structured products, securitizations
and other asset-backed securities ("ABS") issued on a public or private basis and related derivatives, secured credit
backed by financial or physical assets, investments with debt-like characteristics (such as preferred securities, royalty investments,
equipment lease investments and convertible bonds), and other credit-related investments, including investments in entities where the
investment return is substantially driven by the performance of credit or credit-related assets (such as secondary investments in credit
instruments, interests in certain real estate investment trusts ("REITs") that pursue
a principal investment strategy in credit assets related to real estate and interests in credit funds (i.e.,
funds that pursue a principal investment strategy focused on credit assets)). The Fund intends to invest in Alternative
Credit Assets across a broad spectrum of asset classes and instruments. 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.

 7. The Staff restates Prior Comment #6, insofar as it relates to disclosure of the intervals between deadlines
for repurchase requests, pricing and repayment on the Cover Page of the Registration Statement.

 Response:

In
response to the Staff's comment, the Fund intends to revise the relevant disclosures in the Amendment as set forth below (addition of
the underlined text, indicated textually in the same manner as the following example: underlined
text).

The
Fund is designed primarily for long-term investors and not as a trading vehicle. The Fund is an "interval fund" pursuant to
which it, subject to applicable law, will conduct quarterly repurchase offers for between 5% and 25% of the Fund's outstanding Shares
at net asset value. Shareholders tendering Shares for repurchase will be asked to give written
notice of their intent to do so by the "Repurchase Request Deadline" of the applicable repurchase offer (i.e., the date
by which Shareholders can tender their Shares in response to a repurchase offer), which date will be between 21 and 42 days after the
commencement of the repurchase offer, and is generally anticipated to be the same date as the "Repurchase Pricing Date" (i.e.,
the date on which the Fund determines the NAV applicable to repurchases). The Fund expects to distribute payment to Shareholders between
one (1) and three (3) business days after the Repurchase Pricing Date and will distribute such payment to tendering Shareholders
no later than seven (7) calendar days after such date.

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 8. Relating to Prior Comment #14, while we do not have any further comments at this time regarding your
response to Prior Comment #14, please understand that our decision not to issue additional comments should not be interpreted to mean
that we either agree or disagree with your analysis regarding this matter including any conclusions you have made, positions you have
taken and practices you have engaged in or may engage in regarding this matter:

 Response:

The Fund acknowledges
this comment.

 9. Further to Prior Comment #15, please supplementally explain:

(a)            Is
there discretion to extend this benefit regarding contribution of the proceeds by the Adviser to other Share classes?

(b)            How
exactly will the proceeds payments be made, and will financial intermediaries be involved?

(c)            What
percentage of the share price will investors be contributing, or is the Adviser buying extra shares and then giving them to investors?

(d)            Will
the shareholders have to enter into a standstill agreement?

Response:

 (a) This benefit will be provided to all investors across all three share classes that will be offered during
the private placement offering—that is, the Adviser will contribute a portion of the proceeds used to purchase Class I-F, Class S-F
and Class U-F Shares on behalf of Class I-F, Class S-F and Class U-F Shareholders, unless any such Shareholder affirmatively
opts out of receiving such additional Shares, pro rata to each Shareholder based on a Shareholder's capital commitment to the Fund.

 (b) With respect to each Shareholder, the Adviser or an affiliate thereof will purchase additional Shares
from the Fund of the same class of Shares held by such Shareholder with an aggregate value equal to a specified percentage, consistent
for all Shareholders, of such Shareholder's capital commitment to the Fund. The Adviser or its affiliate will purchase the additional
Shares at their then-current NAV and transfer such Shares to the Shareholder. To the extent that a Shareholder subscribes for Shares through
a financial intermediary, the Adviser or its affiliate intends to effect such transfer of Shares in accordance with any applicable procedures
of the relevant financial intermediary.

 (c) The Adviser or an affiliate thereof will purchase, out of its own resources (and not Fund assets), additional
Shares from the Fund at their then-current NAV, and will transfer such Shares to investors, as described above. Investors will not contribute
any percentage of the purchase price for such additional Shares.

 (d) No, Shareholders will not enter into standstill agreements in connection with the receipt of additional
Shares.

 10. Relating to Prior Comment #15, explain to us why Blue Owl or its affiliates are not acting as an underwriter
in connection with this contribution of proceeds to buy Additional Shares for investors. See section 2(a)(40) of the 1940 Act.

Response:

The Fund acknowledges the Staff’s comment
and for the reasons set forth below, it supplementally submits that none of Blue Owl Capital Inc. or its affiliates (“Blue Owl”)
are acting as underwriters in connection with contributing a portion of the proceeds used to purchase the Class I-F, Class S-F
or Class U-F Shares on behalf of Class I-F, Class S-F or Class U-F Shareholders, respectively, from their own resources
(the “Additional Share Contribution”). Section 2(a)(40) of the 1940 Act defines an underwriter, in relevant part, as
“any person who has purchased from an issuer with a view to, or sells for an issuer in connection with, the distribution of any
security, or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in
the direct or indirect underwriting of any such undertaking”.

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The purpose of the Additional Share Contribution
is to provide certain Shareholders with additional incentive to participate in the Fund’s Private Offering. Blue Owl merely is acting
to facilitate the issuance of the additional Shares to existing Shareholders and is seeking to ensure that the per Share price for such
Shares is equal to the then-current NAV per Share, consistent with other Shares sold in the Private Offering. The Additional Share Contribution
should not be viewed as an offering or sale by Blue Owl, since Blue Owl is not receiving any consideration for its role in providing the
Additional Share Contribution, and merely is effectively contributing additional paid-in capital to the Fund on behalf of investors as
a “gift”—and not with a view to, or sales in connection with, the distribution of such Shares.

“Offering” is interpreted by the Commission
generally to mean the process pursuant to which an issuer of securities solicits interest in potential investors in its securities.1
This is consistent with the common definition of “offer”, which means, in relevant part, to present or proffer something for
someone to accept or reject as so desired. In this case, Blue Owl is not offering securities but, rather it is effectively providing a
portion of the purchase price from its own resources on behalf of investors that already have participated in the Fund’s
private offering. The substantive result is that investors in the Private Offering are effectively paying a lower price per Share on a
blended basis, and Blue Owl is making up the funding shortfall to ensure that the price per Share is equal to the then-current NAV per
Share.

In connection with the provision of the Additional
Share Contribution, Blue Owl will not take any actions consistent with those of an underwriter. For example:

 · Blue Owl did not, and will not, conduct any special selling efforts or methods apart from those of the
Dealer Manager related to the Private Offering in its role as Dealer Manager;

 · Blue Owl will not take possession of the Shares purchased in connection with the Additional Share Contribution
or bear any economic risk related thereto;

 · Blue Owl was not engaged by the Fund or the Dealer Manager to provide the Additional Share Contribution,
and did not receive any compensation for providing the Additional Share Contribution;

 · Blue Owl did not meet with investors, prepare separate marketing or investor materials or conduct any
roadshow in connection with the Additional Share Contribution;

 · Blue Owl performed no due diligence and served no gatekeeping function with
respect to the Additional Share Contribution; and

 · Other than th