SecProbe.io

September 18, 2023
VIA E-MAIL
Benjamin C. Wells, Esq.
Ryan P. Brizek, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017
Re:  PGIM Credit Income Fund
Initial Registration Statement on Form N-2
 File Nos. 333- 274044 and 811-23894

Dear Messrs. Wells and Brizek:
 On August 17, 2023, PGIM Credit Income Fund (the “Fund”) filed a registration statement on Form N-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”) and the Investment Company Act of 1940, as amended (the “1940 Act”). We have reviewed the filing and have the following comments. All capitalized terms not otherwise defined herein have the meaning given to them in the Registration Statement. Unless otherwise specified, references to items, instruction numbers and guides in this letter are to items and instructions in
Form N-2, and the Guidelines for Form N-2, respectively.  References to rules are to the rules under the 1940 Act.

General

1. We note that the Registration Statement is missing information and exhibits ( e.g., seed
financial statements of the Fund, fee table, information related to the trustees and officers) and contains bracketed disclosures. 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. Please plan accordingly.
2. Where a comment is made regarding disclosure in one location, it is applicable to all
similar disclosure appearing elsewhere in the Registration Statement. Please make all conforming changes.

Page 2 of 11  3. Please advise us if you expect to submit any exemptive application(s) or no-action
request(s) in connection with the Registration Statement.
4. 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.

5. Please confirm that the Fund does not intend to issue preferred or debt securities within a
year from the effective date of the Registration Statement.
Accounting Comments

Summary of Fund Expenses, p.26

6. Please update "Annual Expenses (Percentage of Gross assets Attributable to common
shares)" to "Annual Expenses (Percentage of Net assets Attributable to Common Shares)".  See Item 3 of Form N-2.
7. If the fund intends to issue preferred shares within the first year of operations, please
include a line item in the fee table for di vidend expense for preferred shares.

8. Does the fund intend to incur any acquired fund fees and expenses in the first year of
operations?  If so, please include an estimate for acquired fund fees and expenses. See General Instruction 10 to Item 3 of Form N-2.
9. Footnote (5) appears inconsistent with disclosures throughout the Registration Statement
regarding use of leverage. Please update accordingly.  For example, there is no other reference to "unconsolidated operating entities" in the Registration Statement.

Loan Origination, p. 40

10. Confirm that any subsidiaries will be consolidated with the fund for financial statement
reporting purposes.   Manager, p. 69

11. The disclosure regarding the management fee waiver on this page is inconsistent with the
disclosure in the fee table. Footnote (3) to the fee table discloses that the management fee waiver is voluntary while this disclosure states that the management fee waiver is contractual. Please explain.
Legal Comments
Cover page 12. In the section entitled “Investment Objective,” please delete the second sentence from the
objective description as this sentence describes a risk, not the objective.

Page 3 of 11  13. In the section entitled “Investment Strategies,” please briefly describe the Fund’s 80%
policy under rule 35d-1.
14. In the section entitled “Interval Fund/Repurchases,” please specify the anticipated
frequency of such offers, the intervals between deadlines for repurchase requests, pricing and repayment and, if applicable, the anticipated timing of the fund's initial repurchase offer.  The Fund should include a cross-reference to those sections of the prospectus that discuss the Fund's  repurchase policies and the attendant risks.  See Guide 10 to Form N-2.
 15. Please add the following bullet disclosures, as applicable to the Fund:

x 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.

x Such distributions may constitute return of capital and also reduce an investor’s adjusted
tax basis in the Common Shares, thereby increasing the investor’s potential taxable gain or reducing the potential taxable loss on the sale of Common Shares.  Any capital returned to holders of Common Shares through distributions will be distributed after payment of fees and expenses.

x The Fund intends to invest in floating rate loans of private companies for which very little
public information exists. Such companies are al so generally more vulnerable to economic
downturns and may experience substantial variations in operating results.

x Privately-held companies, below-investment-grade instruments (“junk” bonds), securities
which are at risk of default as to the repayment of principal and/or interest at the time of acquisition by the fund or are rated in the lower rating categories or are unrated in which the Fund will invest may be difficult to value and may be illiquid. (Please include a cross
reference to sections in the registration statement discussing applicable risks).

16.  We note that the cover page appears to be longer than two pages.  Please revise to limit the
cover page disclosure to information required by Item 1 ( e.g., by identifying the Investment
Manager rather than describing the investment manager and subadvisers in the same level of detail as in the Prospectus Summary section).  In addition, we note that the three paragraphs following the discussion of subadvisers, starting with the bold paragraph, is largely repetitive of other disclosure on the cover page.  Please review and consolidate.
Prospectus Summary 17. We note that the prospectus summary is 25 pages long.  The summary should provide a
clear and concise description of the key features of the offering and the Fund, with cross references to relevant disclosures elsewhere in the prospectus or statement of additional information.  Please revise accordingly.  For example, the first paragraph under “Portfolio Contents” appears to be largely redundant of disclosure that appears previously under “Investment Strategies” and subsequently under “Investment Policies” and could therefore be

Page 4 of 11  streamlined.  In addition, a number of instruments identified in the principal strategy section such
as catastrophe bonds, CLOs, CBOs, and CoCos and investments in certain equity securities, if principal investments, should have corresponding risks identified as principal risks.  See
instruction to Item 3.2 of Form N-2
 Investment Strategies, p.3
18. To increase clarity for investors, please consider moving the disclosure regarding the
fund’s 80% policy per rule 35d-1 from the Portfolio Contents section to this section.
 Portfolio Management Strategies, pp. 3-4
19. In the second to last paragraph of this section, you state that the Fund “may make use of
credit swaps ….”  Please clarify this strategy and confirm that the Fund will not purchase CDS for protection against default or other credit events. (i.e., not "write" CDS/provide protection).  If the Fund intends to write protection, then please explain this strategy and any implications for investors in the Fund.
 Portfolio Contents, pp. 4-7
20. Please confirm that the extensive list of enumerated sectors and instruments identified as
potential investments in “Investment Strategies” and this section are all principal investments that
the Fund will make or revise to identify only those instruments that constitute the Fund’s principal portfolio emphasis.  Please move disclosure regarding non-principal investments to the SAI.  See Instruction 1 to Item 8.4. of Form N-2 (stating that discussion of types of investments
that will be made by registrant other than those that will constitute its principal portfolio emphasis should receive less emphasis in the prospectus).  See also  Instruction 3 to Item 8.4. of
Form N-2.
21. Similarly, we note that risks related to many of the enumerated investments are not
included below as principal risks (e.g., catastrophe bonds/event-linked notes, credit-linked notes, preferred securities, and convertible securities).  Please review the disclosure and revise accordingly.
22. Please review the summary to ensure all of the investments discussed in the latter section
“Investment Objectives and Strategies” are identified as principal investments in the summary.  We note certain instruments such as PIK and OID instruments are discussed in the latter section but not in the summary.  Please confirm whether these are principal investments of the Fund.
23. Please clarify how this section differs from the Investment Strategies or Portfolio
Management Strategies sections also in the summary or consider combining these sections and briefly summarizing information rather than duplicating the disclosure sections that appear later in the prospectus.
24. In the first paragraph on page 4, please revise the last sentence to refer to the number of
days (60) rather than referencing rule 35d-1 under the Investment Company Act.
25. In the first paragraph on page 5, consider breaking up the paragraph for readability,
particularly the disclosure related to rates of interests and Fund’s use of derivatives.

Page 5 of 11  26. In the first paragraph on page 5, last sentence, please clarify whether the "synthetic
instruments" referred to are also derivatives ( e.g., "similar instruments").
27. Please clarify the disclosure related to derivatives to tie their inclusion in the 80% policy
to the term "credit" in the Fund's name.  28. Supplementally, please clarify how the Fund calculates the derivative position for
purposes of meeting the names rule 80%.

29. In the second paragraph on page, 5, you state that the Fund will originate loans.
Please
more clearly explain the extent to which the Fund intends to engage in origination activities and briefly
describe the loan selection process. Please clarify whether the Fund intends to originate whole loans to
retain within the Fund or intends to syndicate such loans.  In addition, where appropriate please add
applicable disclosure addressing:

a. Any limits on loan origination by the Fund, including a description of any limits
imposed by the Fund’s fundamental investment restrictions and related interpretations, including with respect to making loans;
 b. The loan selection process, including maturity and duration of individual loans,
borrower and loan types and geographic location of the borrower, and any limits on the amount of loans the Fund may originate to issuers in the same industry;

c. The underwriting standards for these loans;

d. Whether the Fund will be involved in servicing the loans and, if so, a description
of its servicing obligations;

e. Whether the Fund will set up its own online lending platform to originate these
loans; and

f. If the Fund expects to originate subprime loans, the extent to which the Fund
expects to do so and any unique risks.
 We may have additional comments after reviewing your responses.
30. In the last paragraph on page 5, Please clarify how the Fund defines "emerging market."
Please also clarify whether the Fund will invest in sovereign debt.
31. In the third paragraph on page 6, please add a section heading related to leverage.

Page 6 of 11  Investment Management Agreement, p. 8
32. In the second paragraph, please delete the third sentence (“The longer an investor…”) as
the Staff believes the disclosure could be confusing to investors.
 Leverage, p. 8-10
33. This section repeats some of disclosure above in section entitled "Portfolio Contents."
Please review and revise to minimize duplicative disclosure.
 Expenses and Reimbursements, p. 10
34. Please revise the second sentence of the third paragraph, to add the language in bold:
"may only make repayments to the adviser if such repayment does not cause the Fund’s expense ratio (after the repayment is taken into account)  to exceed both: (1) the expense cap in place at
the time such amounts were waived; and (2) the Fund’s then current expense cap."
 Summary of Risks
35. We note that the risks of investing in the Fund are disclosed in this section, and twice
below - once in the Investment Strategies section which details each investment type and attendant risks, and once in the Risks section.  Please revise the disclosure to reduce redundancy.  For example, please consolidate lengthier risk disclosure in the Risks section and provide a brief
summary identifying risks in the summary rather than repeating the disclosure from the Risks
section verbatim in the summary.
 General and Market Economic Risks, pp. 13-14
36. Please revise to eliminate duplicative disclosure; for example, covid-19 and infectious
diseases are discussed more than once in the first paragraph.
 Repurchase Offers Risk, p. 14
 37. In the first sentence of this section, please clarify if the qualification "subject to approval of
the Board" is with respect to the size of the repurchase offer (i.e., between 5% and 25%).
 Floating Rate and Other Loans Risk, p.14
 38. We note that the risks described in this paragraph relate to loans generally rather than
floating rate loans.  Please revise the heading accordingly or separate out the risks related solely to floating rate/leveraged loans like "Fixed Income Instruments Risk" below ( e.g., extended trade
settlement periods).
 Derivatives Risk, pp. 19-20
39. Please tie each risk to the related principal i nvestment strategy enumerated in the principal
strategy discussion such as in the first bullet point  where counterparty risk is identified as a risk
of swaps.  Disclosure for any principal investment related to derivatives should be tailored specifically to how a fund expects to be managed and should address those strategies that the fund expects to be the most important means of achieving its objectives and that it anticipates will

Page 7 of 11  have a significant effect on its performance. Disclosure should not be generic risks associated
with each derivative type. ( See Barry Miller letter to ICI, July 30, 2010).
 Real Estate Risk, p. 23
 40. The first sentence of this section refers to private REITs and private placements are
discussed in the Investment Objectives and Strategies. Please explain supplementally the extent to which the Fund will invest in private funds that rely on section 3(c)(1) or 3(c)(7) of the Investment Company Act. We may have additional comments
.
 Subsidiary Risk, p. 25
 41. Disclosure in this section states that the Fund may invest in one or more subsidiaries.
Please clarify whether the Fund will invest through 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:
a. Any investment adviser to the subsidiary complies with provisions of the 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 Act.  Any investment advisory agreement between the subsidiary and its investment adviser is a material contract that should be incl