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CORRESP
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    200 Clarendon Street

    Boston, MA 02116

    Lisa Nosal
    United States

    To Call Writer Directly:

    Facsimile:

    +1 617 385 7602
    +1 617 385 7500
    +1 617 385 7501

    lisa.nosal@kirkland.com

    www.kirkland.com

June 14, 2023

    By EDGAR

                                                United States Securities and Exchange Commission
 Division of Investment Management

                                                100 F Street, N.E.

                                                Washington, D.C. 20549

    Attn:
    Lisa N. Larkin

    John Kernan

    John Lee

    Christian T. Sandoe

 Re: Polen Credit Opportunities Fund

Registration Statement on Form N-2 (File Nos. 333-271087; 811-23860)

Dear Ladies and Gentlemen:

On behalf of Polen Credit Opportunities Fund,
a Delaware statutory trust (the “Fund”), we hereby respond to the comments raised by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Fund’s Registration Statement on Form
N-2, filed on April 2, 2023 (File Nos. 333-271087; 811-23860) (the “Registration Statement”), in written correspondence,
dated May 3, 2023 from Lisa N. Larkin of the Staff to Lisa Nosal of Kirkland & Ellis LLP, outside counsel to the Fund. We plan to
file Pre-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement in June 2023, to respond to the
Staff's comments and make certain other changes.

For your convenience, a transcription of the Staff’s
comments is included in this letter, with each comment followed by the Fund’s response. 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. Capitalized terms used but not defined herein have
the meanings assigned to them in the Registration Statement.

Austin
Bay Area   Beijing     Boston    Brussels    Chicago
Dallas    Hong Kong    Houston     London     Los Angeles
Munich    New York     Paris    Salt Lake City    Shanghai

United States Securities and Exchange
Commission

June 14, 2023

Page 2

PROSPECTUS

1.             Please
tell us if you have presented any test-the-waters materials to potential investors in connection with this offering.

 

Response:

 

The Fund supplementally confirms
that no test-the-waters materials have been presented to potential investors in connection with this offering.

 

COVER PAGE – THE FUND

 

2.             Please
tell us the status of the Fund’s intention to submit an application to the SEC for an exemptive order to permit the Fund to offer
multiple classes of Common Shares.

 

Response:

 

The Fund submitted an application
to the SEC for an exemptive order to permit the Fund to offer multiple classes of Common Shares on May 31, 2023 (File No. 812-15472).
The Fund will not offer multiple classes of Common Shares prior to receipt of an exemptive order from the SEC permitting such.

 

COVER PAGE – INVESTMENT STRATEGY

 

3.             In
the last sentence of the first paragraph, disclosure states that the Fund will invest “at least 80% of its Managed Assets in credit
instruments and other instruments with similar economic characteristics.” Please clarify what the “other instruments”
are.

 

Response:

 

The requested changes will be
made in the Amendment.

 

4.             Please
add disclosure, as you do later in the registration statement, that summarizes what the Fund will invest in with the remaining 20% of
its Managed Assets.

 

Response:

 

The requested disclosure will
be added in the Amendment.

 

5.             In
the second sentence of the second paragraph, disclosure refers to “downside protection.” Please describe the term using plain
English.

 

Response:

 

The requested changes will be
made in the Amendment.

 

     

     

 

 

 

United States Securities and Exchange
Commission

June 14, 2023

Page 3

 

6.             In
the third sentence of the second paragraph, disclosure states that the Fund intends to hold a “relatively concentrated portfolio.”
Given that the Fund has a fundamental policy to not concentrate in an industry or group of industries, please consider using a synonym
for “concentrated.”

 

Response:

 

The requested changes will be
made in the Amendment.

 

COVER PAGE – INTERVAL
FUND/REPURCHASE OFFERS

 

7.             Please
add the anticipated timing of the Fund’s initial repurchase offer. Similar language appears in the last sentence of the second
paragraph in the section titled, “Periodic Repurchase Offers,” on page 48.

 

Response:

 

The requested disclosure will
be added in the Amendment.

 

COVER PAGE – INVESTMENT
RISKS

 

8.             In
the second sentence of the first paragraph, disclosure refers to the Fund’s ability to invest in “debt securities of stressed
and distressed issuers, and the Fund’s ability to use leverage.” Please add disclosure about these investments and techniques
to the investment strategies section on the previous page.

 

Response:

 

The requested disclosure will
be added in the Amendment.

 

9.             Please
insert bullet points before the next six paragraphs.

 

Response:

 

The requested changes will be
made in the Amendment.

 

10.           Please
add the following bullet points:

 

 · The Fund intends to invest primarily in privately-held companies
for which very little public information exists. Such companies are also generally more vulnerable to economic downturns and may experience
substantial variations in operating results.

 

 · The privately-held companies and below-investment-grade securities
in which the Fund will invest will be difficult to value and are illiquid.

 

     

     

 

 

United States Securities and Exchange
Commission

June 14, 2023

Page 4

 

 · The Fund may pay distributions in significant part from sources
that may not be available in the future and that are unrelated to the Fund’s performance, such as from offering proceeds, borrowings,
and amounts from the Fund’s affiliates that are subject to repayment by investors.

 

Response:

 

The following disclosure will
be added in the Amendment:

 

 · The Fund intends to invest primarily in privately-held companies,
for which, in some instances, very little public information exists. Such companies may be generally more vulnerable to economic downturns
and may experience substantial variations in operating results.

 

 · Certain privately-held companies and below-investment-grade
securities in which the Fund will invest will be difficult to value or illiquid.

 

With respect to the last requested
bullet point, the Fund does not intend to borrow in at least its first year of operations, does not intend to operate a fixed distribution
arrangement (i.e., it intends only to pay out earned income and realized gains) and does not have an Expense Limitation Agreement
that is designed to support a fixed distribution rate or a distribution that is not sourced from a return of capital. Accordingly, the
Fund respectfully declines to add the requested disclosure.

 

11.           Please
review Form N-2 Item 2(2) and 2(3) and, if applicable, include the disclosure required by Rule 481(d) and (e) regarding stabilization
efforts and prospectus delivery obligations, respectively.

 

Response:

 

The Fund respectfully submits
that Rule 481(d) under the Securities Act is not applicable to the Fund, as there are no relevant transactions to describe with respect
to the Offering.

 

The Fund has added the statement “All dealers
that buy, sell or trade the Fund’s shares, whether or not participating in the offering, may be required to deliver a prospectus
when acting on behalf of the Distributor” to the back cover of the prospectus to address the Staff comment regarding Rule 481(e)
under the Securities Act.

 

PAGE 2 – INVESTMENT
STRATEGIES

 

12.           In
the second sentence of the fourth paragraph, disclosure states that bank loans “tend to have significant asset coverage and low
expectation of default.” Please explain the basis for this statement or consider revising to clarify that it is the investment
adviser’s belief.

 

Response:

 

The requested changes will be
made in the Amendment to clarify that this is the Adviser’s belief.

 

     

     

 

 

United States Securities and Exchange
Commission

June 14, 2023

Page 5

 

13.           In the fifth sentence of the second paragraph, disclosure refers to “use the leverage created” and “warrant
coverage.” Please revise this sentence to clarify these phrasings, as the use of these terms “leverage” and “warrant”
could cause an investor confusion.

 

Response:

 

The requested changes will be
made in the Amendment.

 

PAGE 4 – PERFORMANCE

 

14.           Disclosure
states that the Predecessor Fund will be reorganized with and into the Fund simultaneously with the commencement of the Fund’s
operations. Please tell us supplementally whether shareholder approval for the Predecessor Fund is required and the anticipated timing
of the reorganization.

 

Response:

 

The Fund supplementally indicates
that Predecessor Fund shareholder approval is not required in connection with the Reorganization. The Reorganization is currently anticipated
to occur simultaneously with the commencement Fund’s operations in the third quarter of 2023.

 

PAGE 5 – PRINCIPAL
RISKS OF THE FUND

 

15.           Please
include “Leverage Risk” in this section, as you have done with the statutory prospectus.

 

Response:

 

The requested disclosure will
be added in the Amendment.

 

PAGE 9 – FOREIGN
CURRENCY RISK

 

16.           Disclosure
in the principal investment strategies refers to investments in Canada. Please add foreign risk disclosure (see, e.g., “Canadian
Securities” on page 13 of the Statement of Additional Information).

 

Response:

 

The requested disclosure will
be added in the Amendment.

 

     

     

 

 

United States Securities and Exchange
Commission

June 14, 2023

Page 6

 

PAGE 15 – SUMMARY
OF FUND EXPENSES

 

17.          Please
present the fee table as a unified table with one set of footnotes. See Item 3 of Form N-2.

 

Response:

 

The requested changes will be
made in the Amendment.

 

18.          Please
confirm that offering expenses are included in the fee table.

 

Response:

 

The Fund confirms that offering
expenses will be included in the completed fee table.

 

19.           In
footnote 3 to the fee table, disclosure refers to the possible reimbursement of the investment adviser’s payment of certain Fund
expenses. Please add the following conditions to the ability of the adviser to recoup expenses under the Expense Limitation Agreement:

 

 · An expense ratio (excluding management or incentive fees)
that, after giving effect to the recoupment, is lower than the expense ratio (excluding management or incentive fees) at the time of
the fee waiver or expense reimbursement; and

 

 · A distribution level (exclusive of return of capital, if
any) equal to, or greater than, the rate at the time of the waiver or reimbursement.

 

Response:

 

The Expense Limitation Agreement
to be filed as an exhibit to the Amendment will provide that the Adviser is entitled to recover, subject to approval by the Board of Trustees
of the Fund, such amounts reduced or reimbursed for a period of up to three (3) years from the date on which the Adviser reduced its compensation
and/or assumed expenses for the Fund to the extent the Fund’s total annual operating expenses do not exceed the limits described
in the Expense Limitation Agreement or any lesser limits in effect at the time of the reimbursement; provided, that no recoupment
will occur unless the Fund’s total annual operating expenses are below the expense limitation set forth in the Expense Limitation
Agreement.

 

We respectfully note our belief
that the requested provision in the second bullet point is not applicable to the Fund, as the Fund does not intend to operate a fixed
distribution arrangement and intends only to pay out earned income and realized gains and, as a result, the Expense Limitation Agreement
is not designed to support a fixed distribution rate or a distribution that is not sourced from a return of capital.

 

PAGE 17 – INVESTMENT
OBJECTIVE

 

20.           Please state whether the Trust’s investment objectives may be changed without a vote of the holders of a majority
of voting securities. See Item 8.2.a. of Form N-2.

 

Response:

 

The requested disclosure will
be added in the Amendment.

 

     

     

 

 

United States Securities and Exchange
Commission

June 14, 2023

Page 7

 

PAGE 17 – INVESTMENT
STRATEGIES

 

21.           In
the second paragraph, disclosure states that the Fund may invest up to 20% of its Managed Assets in equity securities. Please tell us
how much the Fund will invest in private funds such as hedge funds and/or private equity funds that rely on section 3(c)(1) or 3(c)(7)
of the 1940 Act.

 

Response:

 

The Fund supplementally indicates
that it does not currently intend to invest in hedge funds and/or private equity funds that rely on Section 3(c)(1) or 3(c)(7) of the
1940 Act.

 

PAGE 18 – INVESTMENT
STRATEGIES

 

22.           In
the last sentence of the second paragraph, disclosure refers to a “compelling risk-reward level.” Please describe the term
using plain English.

 

Response:

 

The requested changes will be
made in the Amendment.

 

23.           In
the fifth paragraph, disclosure refers to the possibility that the Fund will issue preferred shares. Please confirm that the Fund will
not issue preferred shares within one year. Otherwise, please add appropriate strategy, risk, and fee table (e.g., dividend expenses)
disclosure.

 

Response:

 

The Fund supplementally confirms
that it does not intend to issue preferred shares within one year of commencement of operations.

 

PAGE 20 – PORTFOLIO
COMPOSITION

 

24.           Please
consider removing some of the duplicative risk-related disclosure in this section given that much of that disclosure appears in the section
titled, “Principal Risks of the Fund,” beginning on page 24.

 

Response:

 

The requested disclosure will
be removed in the Amendment.

 

PAGE 21 – BANK LOANS

 

25.           Please
consider adding the last sentence of the second paragraph regarding the potential lack of anti-fraud protections to the discussion of
bank loans in the summary prospectus.

 

Response:

 

The requested disclosure will
be added in the Amendment.

 

     

     

 

 

United States Securities and Exchange
Commission

June 14, 2023

Page 8

 

PAGE 23 – STRUCTURED
PRODUCTS

 

26.           If structured products are a principal investment strategy, please add appropriate disclosure to the summary prospectus.

 

Response:

 

The Fund supplementally confirms
that structured products are not currently intended to be a principal investment strategy, and changes will be made in the Amendment to
so reflect this current intention.

 

PAGE 42 – PERFORMANCE

 

27.           The
heading should clarify that the performance is that of the Fund to avoid any potential confusion that the performance is of the Predecessor
Fund. Please revise (e.g., “Fund Performance”).

 

Response:

 

The requested changes will be
made in the Amendment.

 

28.          In
the second sentence of the third paragraph, please add “gross” before “all fees and expenses.”

 

Response:

 

The requested disclosure will
be added in the Amendment.

 

29.          Please
supplementally provide the following information:

 

(a)   
Describe the background of the predecessor Account, including information about when and why the predecessor Account
was created.

 

(b)  
State that the adviser for the Fund was the adviser for the predecessor Account for the entire performance