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Multi-Fund Comment Response Letter

PGIM Funds

655 Broad Street

Newark, New Jersey 07102

October 25, 2023

VIA EDGAR SUBMISSION

Ms. Christina Fettig

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: PGIM Mutual Funds

Dear Ms. Fettig:

On March 29, 2023, you provided comments to the undersigned relating to the review by the staff (the "Staff") of the Securities and Exchange Commission ("SEC") of certain annual shareholder report, Form N-CEN, and registration statement filings for various investment company registrants, which are collectively known as the PGIM Funds (each of which may be referred to as a "Fund" and collectively as the "Funds"). The specific Funds covered by the Staff's review are listed in Exhibit "A" to this letter.

This letter responds to your comments. For your convenience and reference, I have summarized the comments in this letter and provided the Funds' response below each such comment.

1.Comment: PGIM Real Estate Income Fund and PGIM International Bond Fund are characterized as non-diversified funds but it appears they may have been operating as diversified funds. If either Fund has been operating as diversified for more than three consecutive years, please confirm it will receive shareholder approval prior to changing from a diversified fund to a non-diversified fund under the Investment Company Act of 1940 (the "1940 Act").

Response: Neither fund has been operating as diversified for more than three years as of the date of this response letter. If either fund operates as diversified for more than three consecutive years, we confirm it will receive shareholder approval prior to changing from a diversified fund to a non- diversified fund under the 1940 Act.

2.Comment: Please confirm that PGIM Jennison Growth Fund meets the diversification requirements to be characterized as a diversified fund under the 1940 Act.

Response: We confirm that PGIM Jennison Growth Fund meets the diversification requirements to be characterized as a diversified fund under the 1940 Act.

3.Comment:

(a): PGIM Global Dynamic Bond Fund contains the following disclosure, which is in line with SEC

Staff expectations as it relates to Rule 35d-1 (the "Names Rule"): "Under normal circumstances, the Fund invests at least 40% of its investable assets in foreign securities, including emerging market securities. The Fund's investments in foreign securities may be lower if conditions are not favorable, but such investments may not be lower than 30% of the Fund's investable assets." Please include similar disclosure in the following other Funds that contain "Global" in the Fund name: PGIM Global Total Return Fund, PGIM Global Total Return (USD Hedged) Fund and PGIM Jennison Global Opportunities Fund.

Response: The PGIM Global Total Return Fund, PGIM Global Total Return (USD Hedged) Fund and Jennison Global Opportunities Fund each respectfully submit that they are not required to add the requested disclosure. As the SEC stated in the release adopting Rule 35d-1, the term "global" "connote[s] diversification among investments in a number of different countries throughout the world, and"'global' funds will not be subject to the rule." (Release No. IC-24828 at note 42) The SEC Staff acknowledged this position in the accompanying FAQ (FAQ at Question 10). Moreover, the adopting release specifically stated that "Rule 35d-1, as adopted, does not codify positions of the Division of Investment Management with respect to investment company names including the term"'global'". However, in light of the Staff's comment, each of the above-named Funds will adopt a policy with respect to the term "global" (specific language set forth below) at the time of each Fund's next annual update to its registration statement, subject to the approval of each Fund's Board of Directors.

•PGIM Global Total Return Fund: Under normal circumstances, the Fund invests at least 40% of its investable assets in non-USD denominated securities, including emerging market securities. The Fund's investments in non-USD denominated securities may be lower if conditions are not favorable, but such investments may not be lower than 30% of the Fund's investable assets.

•PGIM Global Total Return (USD Hedged) Fund: Under normal circumstances, the Fund invests at least 40% of its investable assets in foreign securities, including emerging market securities. The Fund's investments in foreign securities may be lower if conditions are not favorable, but such investments may not be lower than 30% of the Fund's investable assets.

•PGIM Jennison Global Opportunities Fund: Under normal circumstances, the Fund invests at least 40% of its investable assets in foreign securities, including emerging market securities. The Fund's investments in foreign securities may be lower if conditions are not favorable, but such investments may not be lower than 30% of the Fund's investable assets.

(b): Please include an 80% investment policy for PGIM Real Assets Fund with respect to its investments in "real assets".

Response: The Fund does not interpret Rule 35d-1 under the 1940 Act to require the Fund to have a policy of investing at least 80% of its assets in "real assets." The Fund respectfully submits that the term "real assets" in the Fund's name does not refer to a "particular type of investment" (e.g., stock, bond, equity, debt, small-cap, etc.) or an "industry" (e.g., utilities, health care, infrastructure, etc.), but rather an investment strategy that seeks to perform well in periods of high inflation. As per the FAQ published by the SEC Staff, an 80% policy is not required for terms that relate to an investment strategy. Therefore, we respectfully submit that the Fund is not required to adopt an 80% policy in response to the Staff's comment regarding Rule 35d-1. However, in light of the Staff's comment, the Fund will adopt the following 80% policy with respect to the term "real assets" at the time of the Fund's next annual update to its registration statement, subject to the approval of the Fund's Board of Trustees:

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Under normal circumstances, the Fund invests at least 80% of its investable assets in investments offering exposure to real assets. Real assets include interests in: commodities, real estate, utilities and infrastructure stocks, natural resource stocks, fixed income instruments (including Treasury Inflation-Protected Securities ("TIPS"); master limited partnerships ("MLPs"); gold-related securities and other defensive assets; derivatives on each of these interests; and other assets that have intrinsic value due to their physical properties. The Fund may focus its investments in particular types of real assets and is not required to diversify among different categories of real assets.

4.Comment:

(a): PGIM Ultra Short Bond ETF and PGIM Active Aggregate Bond ETF both invest in derivatives. There is no reference to derivatives in the principal investment strategies section of the Funds' summary prospectuses, but there is derivatives risk disclosure in the risks section of each Fund's summary prospectus. Please confirm whether derivatives should be referenced in the principal investment strategies section of each Fund's summary prospectus.

Response: The Funds believe their registration statements included appropriate derivatives disclosure at the time they became effective. The Funds will consider the staff's comments, and based on investment expectations at the time, the Funds may include derivatives disclosure in the principal investment strategies section of the PGIM Ultra Short Bond ETF and PGIM Active Aggregate Bond ETF summary prospectuses at the time of each Fund's next annual update to its registration statement.

(b): Futures are referenced in the principal investment strategies section of the PGIM Balanced Fund summary prospectus, but the Fund appears to invest significantly in other derivative types in addition to futures. Please confirm whether other derivative types should be referenced in the principal investment strategies section of the PGIM Balanced Fund summary prospectus.

Response: The Funds believe their registration statements included appropriate derivatives disclosure at the time they became effective. The Funds will consider the staff's comments, and based on investment expectations at the time, the Funds may include expanded derivatives disclosure in the principal investment strategies section of the PGIM Balanced Fund summary prospectus at the time of the Fund's next annual update to its registration statement.

(c): PGIM Absolute Return Bond Fund and PGIM Short-Term Corporate Bond Fund have derivatives disclosure in their statutory prospectus but not in the summary prospectus. Please confirm whether the exposure to derivatives is significant enough such that derivatives disclosure should be referenced in the summary prospectus.

Response: The Funds believe their registration statements included appropriate derivatives disclosure at the time they became effective. The Funds will consider the staff's comments, and based on investment expectations at the time, the Funds may include derivatives disclosure in the PGIM Absolute Return Bond Fund and PGIM Short-Term Corporate Bond Fund summary prospectuses at the time of each Fund's next annual update to its registration statement.

5.Comment: The PGIM Absolute Return Bond Fund prospectus contains specific collateralized loan obligation ("CLO") risk disclosure. Please confirm whether the following Funds should also contain CLO risk disclosure based on the magnitude of their investment in CLOs: PGIM Short

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Duration Multi-Sector Bond Fund; PGIM ESG Short Duration Multi-Sector Bond Fund; and PGIM Short-Term Corporate Bond Fund.

Response: The Funds believe their registration statements included appropriate disclosure at the time they became effective. The Funds will consider the staff's comments, and based on investment expectations at the time, the Funds may include specific CLO disclosure in the PGIM Short Duration Multi-Sector Bond Fund, PGIM ESG Short Duration Multi-Sector Bond Fund, and PGIM Short-Term Corporate Bond Fund prospectuses at the time of each Fund's next annual update to its registration statement.

6.Comment:

(a): Certain Funds that are taxed as Regulated Investment Companies ("RICs") contain disclosure stating that the Fund may not invest more than 25% of the value of its total assets in the securities of MLPs that are treated for US federal income tax purposes as Qualified publicly traded partnerships ("QPTPs"). Please confirm whether disclosure regarding this 25% limit should be present in other Funds that are taxed as RICs, for example the PGIM Jennison Natural Resources Fund.

Response: Funds that are taxed as RICs contain disclosure relating to this 25% limit in the section of each Fund's Statement of Additional Information entitled "QUALIFICATION AS A REGULATED INVESTMENT COMPANY" under the heading "TAXES, DIVIDENDS AND DISTRIBUTIONS." We respectfully submit that no additional disclosure is required.

(b): Please confirm in correspondence that no Fund categorized as a RIC for tax purposes invested more than 25% in QPTPs.

Response: We confirm that no Fund categorized as a RIC for tax purposes invested more than 25% in QPTPs.

7.Comment: In the Annual Fund Operating Expenses table of the PGIM Real Assets Fund prospectus, the management fee of PGIM Real Assets Subsidiary, Ltd., the Fund's wholly-owned Cayman Islands subsidiary, is in the "Other Expenses" row of the table. In future filings, please include this in the "Management Fee" row of the table, as it is a consolidated subsidiary. Please continue to include the other expenses of the PGIM Real Assets Subsidiary, Ltd. in the "Other Expenses" row of the table.

Response: In future filings, PGIM Real Assets Fund will make the requested revisions.

8.Comment: Please include a broad-based benchmark in the PGIM Real Estate Income Fund annual report in addition to the customized blend benchmark.

Response: PGIM Real Estate Income Fund will include a broad-based benchmark in the PGIM Real Estate Income Fund's next annual report in addition to the customized blend benchmark.

9.Comment: With respect to Funds that have significant investment in derivatives, in future filings, consider stating that derivatives are not reflected in the "Industry Classification" table in the Schedule of Investments, see for example page 35 of the Annual Report dated 10/31/2022 for PGIM Wadhwani Systematic Absolute Return Fund (the "Wadhwani Fund").

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Response: The Industry Classification table includes the Fund's derivatives investments values within the "Other assets in excess of liabilities" line item. Additionally, the Schedule of Investments contains a footnote indicating that the "Other assets in excess of liabilities" line item includes derivatives investments, as applicable (see for example footnote (z) on page 14 of the Annual Report dated 10/31/2022 for the Wadhwani Fund). Accordingly, we respectfully submit that no additional disclosure is required with respect to this comment.

10.Comment: SEC Staff previously commented that the hypothetical expense table appearing in the Jennison MLP Fund annual report states that the expenses in the table do not reflect current/deferred tax expenses, and pursuant to Form N-1A, tax expenses should be included in the calculations for the figures appearing in the hypothetical expense table. Please consider what the most appropriate disclosure is with respect to this item, taking into consideration sample disclosure from other fund complexes.

Response: After further consideration of the requirements of Form N-1A, Item 27(d)(1) and the AICPA's expert panel guidance from December 16, 2014, we will include the effect of current and deferred tax expense in the hypothetical expense table in future filings.

11.Comment: The PGIM Absolute Return Bond Fund and PGIM ESG Total Return Bond Fund annual reports contain disclosure relating to custom basket swaps whereby they list the top 50 constituents of swap agreements whose notional values exceed 1% of fund net assets. The SEC Staff has observed that it can be difficult for readers to determine how the components of a basket that are disclosed relate to the derivative as a whole when the number of constituents exceeds 50, and that some registrants include more explicit disclosure connecting the constituents table to the associated swap. Consider including additional disclosure, such as language to highlight that the table only reflects the top 50 positions, or adding a summary line representing the value of the remaining constituents.

Response: In future filings, the Funds will update the lead-in sentence to the disclosure to more explicitly indicate that only the top 50 constituents are included in the table as follows:

"The following table represents the top 50 individual positions and related values of underlying securities of [XYZ Index total return swap], as of [Date], termination date [xx/xx/xxxx]"

12.Comment: It appears that most CLOs in the Schedule of Investments section of the annual reports are geographically categorized as Cayman Islands CLOs (see for example PGIM Ultra Short Bond ETF). Generally geographic classification should be based on the concentration of the risk and economic exposure (where the principal business actually takes place), rather than the legal jurisdiction in which they are formed. Please take that into consideration when geographically categorizing CLOs in the annual reports.

Response: The Funds will take this comment into consideration going forward. The country of incorporation is being utilized as the primary source for geographic classification of CLOs since the country of risk is not consistently available.

13.Comment: Certain fixed income investments denoted by the footnote "ff" in the Schedule of Investments are identified as securit