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CORRESP
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            Memo

            TO:

            Alberto H. Zapata

            Senior Counsel

            U.S. Securities and Exchange Commission

            FROM:

            Emily J. Bennett

            Vice President and Deputy General Counsel

            Jackson National Asset Management, LLC

            DATE:

            September 29, 2023

            SUBJECT:

            Response to initial comments to the initial registration statement filed on Form N-2 on July 21, 2023 (the “Registration Statement”) for Jackson Credit Opportunities
              Fund (the “Registrant”)

            File Nos: 333-273363 and 811-23889

    This memorandum addresses the U.S. Securities and Exchange Commission staff’s (the “Commission Staff”) comments that the Registrant received via written correspondence on
      August 24, 2023 to the Registration Statement. Capitalized terms not defined herein have the meaning given to them in the Registration Statement.

    The comments are set forth below in italics, with responses immediately following.

              1.

              General Comments

              a.

              Please advise us as to the status of any exemptive application(s) or no-action request(s) in connection with your Registration Statement, including those cited currently in the Registration Statement.

    RESPONSE: The Registrant filed its multi-class exemptive
        application on August 31, 2023; however, in response to comments from the Commission Staff, the Registrant intends to withdraw this application and refile not later than
        October 3, 2023. The Sub-Adviser intends to file its co-investment exemptive application (on behalf of itself, the Adviser, and the Registrant) on or about October 10, 2023.

              b.

              Please confirm whether the Fund intends to issue preferred or debt securities within a year from the effective date of the Registration Statement.

    RESPONSE: The Registrant confirms it does not intend to
        issue preferred or debt securities within a year from the effective date of the Registration Statement.

              c.

              Please tell us if you have presented or will present any “test the waters” materials to potential investors in connection with this offering. If so, please provide us with copies of such materials.

    RESPONSE: The Registrant has not and does not plan to
        present any “test the waters” materials to potential investors in connection with this offering.

              d.

              We note that the Registration Statement is missing information and exhibits and contains bracketed disclosures (e.g., sub-advisory information, Trustee information, etc.). We may have comments on such
                portions when you complete them in any pre-effective amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits filed in any pre-effective amendment.

    RESPONSE: The Registrant confirms that these items will be
        submitted in a subsequent amendment to the Registration Statement and acknowledges it is aware the Commission Staff may have additional comments once it has reviewed these items.

              e.

              We note that the filing is materially incomplete with respect to required financial information. Please submit a completed fee table, seed financial statements, auditor’s consent, initial and subsequent
                minimum purchase of Shares table, and auditor’s consent in a subsequent amendment to the Registration Statement.

    RESPONSE: The Registrant confirms that these items will be
        submitted in a subsequent amendment to the Registration Statement.

              f.

              Please ensure that delaying amendment language responsive to Section 8(a) of the Securities Act is included in all future pre-effective amendments.

    RESPONSE: The Registrant confirms that delaying amendment
        language responsive to Section 8(a) of the Securities Act will be included in all future pre-effective amendments.

              g.

              Please add disclosure throughout the prospectus to any discussion of Class A Shares clarifying that such Shares may never be available for purchase, where appropriate.

    RESPONSE: The Registrant has revised the disclosure accordingly.

              h.

              Whenever there is a discussion in the prospectus of the filing of a multi-class application with the Commission, please also disclose that there is no guarantee that relief will be granted.

    RESPONSE: The Registrant has revised the disclosure in
        all instances to state that there is no guarantee that any such exemptive relief will be granted.

              2.

              Cover Page

              a.

              In footnote two of the offering table, the Fund states that the sales charges may be waived or reduced for some investors. Please disclose the types and categories of investors for whom such charges may be
                waived or reduced.

    RESPONSE: The Registrant has revised the disclosure to
        include a reference to the “Purchasing of Shares” section, which includes the requested disclosure.

              b.

              Please make bold all cover page bullets and add the following bullets:

              1)

              The Fund intends to invest primarily in debt securities of private 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.

              2)

              Privately-held companies and below-investment-grade instruments (“junk” bonds) in which the Fund will invest will be difficult to value and are illiquid.

              3)

              An investor in Class A Shares will pay a sales load of up to [_]% and offering expenses of up to [_]% on the amounts invested. If you pay the maximum aggregate [_]% for sales load and offering expenses, you
                must experience a total return on your net investment of [_]% in order to recover these expenses.

    RESPONSE: The
        Registrant has made the requested format revision and included the requested disclosure.With respect to item 3), the Registrant included the following disclosure:

      An investor in Class A shares will pay a sales load of up to 5.75% on the amounts invested. If you pay the maximum aggregate 5.75% for sales load, you must experience a total
        return on your net investment of 6.10% in order to recover these expenses.

      The Registrant respectfully declines to include the requested disclosure regarding offering expenses as it believes that the “Summary of Fund Expenses”
        section includes information sufficient for investors to understand the costs of an investment in the Registrant.

              c.

              Please provide the anticipated timing of the Fund’s initial repurchase offer. See Guide 10 to Form N-2.

    RESPONSE: The Registrant has added the following
        disclosure:

    The Fund’s initial repurchase offer is expected to occur in June 2024.

              d.

              The Fund states that investors can view information about the Fund, including the SAI and other material incorporated by reference into the Fund’s Registration Statement on the Commission’s website. Please
                clarify what other material, if any, is being incorporated by reference into the Registration Statement. Provide hyperlinks for any EDGAR-related material incorporated by reference.

    RESPONSE: The Registrant revised the disclosure as follows
        (new text is underlined and deleted text is stricken):

    You can view information about the Fund, including the SAI and the Fund’s audited financial statements appearing in the Fund’s annual report to
        shareholders, when available, other material incorporated by reference into the Fund’s registration statement on the SEC’s website (http://www.sec.gov).

              3.

              Summary

              a.

              The Fund states that it will allocate its assets across credit-oriented sectors and across the liquidity spectrum. Please disclose if such investments may include defaulted or partially defaulted loans. If
                applicable, please disclose the corresponding risks associated with such investments. Also, please provide further principal strategies disclosure explaining what types of derivatives the Fund intends to invest in.

    RESPONSE: The Registrant confirms it does not intend to
        invest in defaulted or partially defaulted loans. The Registrant notes that it may buy debtor-in-possession term loans from time to time and has revised the Principal Investment Strategy accordingly. The Registrant believes the disclosure in
        “Distressed debt risk” is appropriate for these investments. The Registrant has also supplemented the principal strategies disclosure explaining the types of derivatives the Fund may invest in; please refer to
          Appendix A.

              b.

              The Fund states that it may invest in convertible and preferred securities. Please disclose if such convertible and preferred securities will be counted as part of the Fund’s 80% policy.

    RESPONSE: The Registrant has revised the disclosure
        accordingly. Please refer to Appendix A.

              c.

              The Fund states that it will invest at least 80% of its net assets (plus the amount of any borrowings made for investment purposes) in a portfolio of public and private debt securities and derivatives and
                other instruments designed to provide exposure to such securities. Please confirm that the Fund will value such derivatives on a mark-to-market basis (i.e., using the current market price of the derivative, or if it is an OTC derivative,
                its fair value) for purposes of complying with the Names Rule.

    RESPONSE: When evaluating how to measure the impact of
        derivatives for purposes of this test, the Registrant seeks to take into account the level of investment exposure provided by the derivatives instrument. In some instances, the Registrant expects this amount will be the mark-to-market value of the
        instrument. In other cases, however, the Registrant may determine that the notional value is more indicative of the investment exposure. Therefore, the Registrant will not always use the market value of derivatives for purposes of calculating
        compliance with its 80% policy.

    Additionally, the Registrant acknowledges the requirements in the recent amendments to the Names Rules and will comply with these requirements by the
      compliance date.

              d.

              The Fund discloses it intends to invest “directly or indirectly through one or more wholly-owned and controlled subsidiaries . . . .” Please note that “subsidiary,” when used in the comments below, refers to
                an entity (regardless of whether or not the Fund set up the entity) that (1) is primarily controlled by the Fund (as defined below); and (2) primarily engages in investment activities in securities or other assets. With regard to any
                Subsidiary of the Fund, please disclose that:

              1)

              Any investment adviser to the Subsidiary complies with provisions of the 1940 Act 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. We note that any investment advisory agreement between the Subsidiary and its investment adviser is a material contract that should be included as an exhibit to the Registration Statement. If the same person is the adviser
                to both the Fund and the Subsidiary, then, for purposes of complying with Section 15(c), the reviews of the Fund’s and the Subsidiary’s investment advisory agreements may be combined.

    RESPONSE: Without necessarily agreeing with the Staff’s
        position, the Registrant confirms that a subsidiary’s advisory contract (if any) will comply with Section 15(c) and will be filed as an exhibit to the Registration Statement.

              2)

              The Subsidiary’s principal investment strategies or principal risks that constitute principal investment strategies or risks of the Fund. The principal investment strategies and principal risk disclosures of
                an entity that invests in a Subsidiary should reflect aggregate operations of the entity and the Subsidiary;

    RESPONSE: The Registrant notes that the “Principal
        Investment Strategies” section states that “[r]eferences to the Fund include references to a Subsidiary in respect of the Fund’s investment exposure.” The Registrant has also added the following “Subsidiary risk” disclosure in response to this
        comment:

    Subsidiary risk – To the extent the Fund invests through
        one or more of Subsidiaries, the Fund would be exposed to the risks associated with such Subsidiary’s investments. Such Subsidiaries would likely not be registered as investment companies under the 1940 Act and therefore would not be subject to all
        of the investor protections of the 1940 Act. Changes in the laws of the United States and/or the jurisdiction in which a Subsidiary is organized could result in the inability of the Fund and/or the Subsidiary to operate as intended and could
        adversely affect the Fund.

              3)

              Please disclose that a “Subsidiary” includes entities that engage in investment activities in securities or other assets that are primarily controlled by the Fund. If, however, the Fund will only invest
                through wholly-owned Subsidiaries, disclose that the Fund does not, or does not intend to, create or acquire primary control of any entity which engages in investment activities in securities or other assets, other than entities
                wholly-owned by the Fund. “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; and

    RESPONSE: Registrant has made the requested update.
        Please refer to Appendix A.

              4)

              Please also confirm in correspondence that: (1) if a Subsidiary is wholly-owned, the Subsidiary’s management fee (including any performance fee) will be included in “Management Fees” and the Subsidiary’s
                expenses will be included in “Other Expenses” in the Fund’s fee table requested below; (2) a Subsidiary, if organized and operating outside the United States, and its board of directors will agree to designate an agent for service of
                process in the United States; (3) a Subsidiary and its board of directors will agree to inspection by the staff of a Subsidiary’s books and records, which will be maintained in accordance with Section 31 of the 1940 Act and the rules
                thereunder; and (4) whether the financial statements of the Subsidiary will be consolidated with those of the fund. If not, please explain why not.

    RESPONSE: The Registrant confirms the following items:

              (1)

              the subsidiary’s management fee, if any, will be included will be included in the “Management Fees” line item, and the wholly-owned subsidiary’s expenses, if any, will be included in “Other Expenses” line
                item, in the fee table. The Fund also notes that the subsidiary’s management fee will not be duplicative of the Fund’s management fee in any case.

              (2)

              the subsidiary, if organized and operating outside the United States, and its board of directors