SecProbe.io

CORRESP
1
filename1.htm

Simpson Thacher & Bartlett
LLP

900 g street, nw

 washington, d.c. 20001

    telephone: +1-202-636-5500

    facsimile: +1-202-636-5502

    Direct Dial Number

    (202) 636-5806

    E-mail Address

    ryan.brizek@stblaw.com

December 5, 2023

Via EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jaea Hahn, Senior Counsel; Christina DiAngelo
Fettig, Senior Staff Accountant

 Re: PGIM Credit Income Fund

Draft Registration Statement on Form N-2

Filing Nos.: 333-274044 and 811-23894

Ladies and Gentlemen:

On behalf of PGIM Credit Income
Fund (the “Fund”), we hereby file with the staff (the “Staff”) of the Division of Investment Management of the
Securities and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 3 (“Amendment No. 3”) to the
Fund’s registration statement on Form N-2 (the “Registration Statement”). The Registration Statement includes revisions
in response to the Staff’s accounting and disclosure comments received by telephone on November 17, 2023 and November 21, 2023,
respectively. We have discussed the Staff’s comments with representatives of the Fund.

For convenience of reference,
the Staff’s comments have been reproduced herein. The Fund’s responses to the Staff’s comments are set out immediately
under the restated comment. All capitalized terms used but not defined in this letter have the meanings given to them in Amendment No.
3.

General

Comment 1: 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.

Response: Acknowledged.

Accounting
Comments

Prospectus

Summary of
Fund Expenses, pg. 24

Comment 2: We note that we are
unable to recalculate the hypothetical expense examples with the numbers provided. Please explain or supplementally provide the specific
expense ratios used to calculate these examples.

Response: The Fund has supplementally
provided the expense ratios used in calculating the hypothetical expense examples.

Statement of Additional Information

Financial
Statements, pg. 37

Comment 3: We note that the
seed financial statement included in the Registration Statement shows that the Fund’s total net assets amount to $99,500, which
falls short of the $100,000 required under Section 14(a) of the Investment Company Act of 1940, as amended. Please resolve or supplementally
explain this shortfall.

Response: An affiliate of the
Fund has contributed additional seed capital to the Fund to comply with Section 14(a) of the 1940 Act. The Fund will file an updated seed
financial statement with Amendment No. 3.

Disclosure
Comments

Prospectus

Cover Page

Comment 4: Please consider moving
the phrase “without limit” elsewhere within the section entitled “Investment Strategies” to clarify that the Fund
may invest in any of the strategies listed in this section without limit.

Response: The Fund revised the
disclosure to state that it may invest in any sector, market or region without limit, subject to compliance with applicable law.

Prospectus Summary

Comment 5: We note that the
prospectus summary still contains dense and lengthy disclosure, with paragraphs that are over a page long in some instances and duplicate
information disclosed later on in the prospectus. As a general matter, please consider simplifying and otherwise shortening the disclosure
throughout the summary.

Response: The Fund revised
the disclosure to simplify and otherwise shorten disclosure as requested.

Investment
Strategies, pg. 3

Comment 6: We note that the
list of strategies included in the first sentence under the section of the summary entitled “Investment Strategies” differs
from the list of strategies included where debt instruments are defined further below, in the section of the summary entitled “Portfolio
Contents.” Please review and reconcile these differences, or consider revising the disclosure under “Portfolio Contents”
in the summary to read “The Fund will invest in a variety of debt instruments across a wide array of credit sectors.” Please
also consider revising generally so that this disclosure is only included in one place in the summary.

Response: The Fund revised the
disclosure in response to the Staff’s comment.

Portfolio
Management Strategies, pg. 3

Comment 7: Please revise the
second paragraph of the section of the summary entitled “Portfolio Management Strategies” to disclose whether the Fund intends
to focus on a specific sector at launch.

Response: The Fund revised the
disclosure to state that it has broad latitude to invest across multiple credit sectors and will not focus on a specific sector at the
time of its launch.

Comment 8: Please generally
review and revise the second paragraph of the section of the summary entitled “Portfolio Management Strategies” to reduce
wordiness and repetition, including the redundancy between the first sentence and the last two sentences of this second paragraph.

Response: The Fund revised the
referenced paragraph to reduce wordiness and repetition as requested.

Portfolio
Contents, pg. 4

Comment 9: Please move the lengthy
list of instruments included in the second paragraph of the section in the summary entitled “Portfolio Contents” (after “Debt
instruments may include, without limitation, […]”) out of the summary and into the body of the prospectus. To the extent
that any of these instruments are principal investments of the Fund, please describe those instruments briefly and ensure that each of
those principal instruments have a corresponding risk factor.

Response: The Fund respectfully
submits that the referenced list of instruments set forth in the definition of “debt instruments” will be used by the Fund
for purposes of its 80% investment policy under Rule 35d-1 under the 1940 Act. Accordingly, the Fund created a separate section in the
summary to clarify that these instruments relate to the Fund’s 80% investment policy.

Comment 10: With regard to the
third paragraph of the section of the summary entitled “Portfolio Contents,” please clarify whether loan origination is part
of the Fund’s 80% policy. If loan origination is a principal investment of the Fund, please include a reference to loan origination
further above in the discussion regarding different debt instruments in which the Fund may invest. If loan origination is not a principal
investment of the Fund, please move this disclosure regarding loan origination out of the principal investment section of the summary.

Response: Please see the Fund’s
response to Comment No. 9.

Comment 11: Please move the
discussion of the Fund’s co-investment exemptive order in the fourth paragraph of the section in the summary entitled “Portfolio
Contents” out of the summary and into the body of the prospectus since you do not intend to rely on the co-investment exemptive
order at launch.

Response: The Fund moved the
discussion of the Fund’s co-investment exemptive order to the SAI.

Comment 12: Please revise the
first sentence of the fifth paragraph of the section entitled “Portfolio Contents” in the summary so that the disclosure states
what the Fund intends to invest in, rather than what the fund “may invest” in.

Response: The Fund revised the
referenced sentence as requested.

Comment 13: Please move the
eighth paragraph of the section entitled “Portfolio Contents” in the summary (starting with “The Fund may be either
the buyer or seller…”) out of the summary and into the full risks section in the body of the prospectus.

Response: The Fund deleted the
referenced disclosure as requested. The Fund respectfully submits that similar disclosure is already included in the body of the prospectus.

Comment 14: Please move the
first sentence of the eighth paragraph of the section entitled “Portfolio Contents” in the summary (starting with “The
Fund may be either the buyer or seller…”) to the sixth paragraph further above (starting with “The Fund may use derivatives…”)
where derivatives are discussed.

Response: The Fund moved the
referenced sentence as requested.

Subadvisers,
pg. 6

Comment 15: Please move the
disclosure under the section of the summary entitled “Subadvisers” out of the summary and into the body of the prospectus.

Response: The Fund deleted the
referenced disclosure as requested. The Fund respectfully submits that the referenced disclosure is already included in the body of the
prospectus.

Leverage,
pgs. 7-8

Comment 16: Please move the
fourth paragraph in the section entitled “Leverage” in the summary (starting with “Leveraging is a speculative technique…”)
out of the summary and into the full risks section in the body of the prospectus.

Response: The Fund deleted the
referenced disclosure as requested. The Fund respectfully submits that the referenced disclosure is already included in the body of the
prospectus.

Comment 17: Please move the
fifth paragraph in the section entitled “Leverage” in the summary (starting with “The Fund relies on certain exemptions
in Rule 18f-4…”) out of the summary and into the body of the prospectus.

Response: The Fund deleted the
referenced disclosure in the summary. The Fund respectfully submits that the referenced disclosure is already included in the body of
the prospectus.

Expenses
and Reimbursement, pg. 8

Comment 18: Please revise or
supplementally explain the first sentence of the section in the summary entitled “Expenses and Reimbursement” to clarify what
the carve-out provided (“Subject to the terms and conditions as outlined in this prospectus…”) is intended to refer
to.

Response: The Fund revised the
disclosure as follows:

The Fund will pay any third-party expenses incurred by the Fund or
on its behalf, unless such expenses are waived and/or reimbursed pursuant to the Expense Limitation and Reimbursement Agreement. To the
extent the Manager and/or its affiliates pay such costs on behalf of the Fund, the Fund will reimburse them. Such Fund expenses will include,
but are not limited to, costs related to valuation, audit, reporting, regulatory, administration, compliance, directors and financing
as well as legal services.

Comment 19: Please add a section
in the body of the prospectus that discusses Fund expenses that are reimbursed in accordance with the Fund’s advisory agreement.

Response: The Fund respectfully
submits that the Management Agreement does not provide for reimbursement for the Fund’s expenses. Rather, the Fund pays an asset-based
fee to the Manager as described in the prospectus for providing investment management services to the Fund. As noted in the Fund’s
response to Comment No. 18, the Fund revised its disclosure to clarify the expenses that may be reimbursed to the Fund under the Expense
Limitation and Reimbursement Agreement.

Comment 20: Please supplementally
explain which categories of expenses are covered by the Manager in the ordinary course. See Item 6(b) of Form N-2.

Response: The Fund respectfully
submits that the Management Agreement provides that the Manager shall pay for all expenses incurred by the Manager in connection with
managing the ordinary course of the Fund’s business other than those costs and expenses enumerated in the Management Agreement as
costs and expenses to be paid by the Fund.

Distribution
and Servicing Plan, pg. 9

Comment 21: Please move the
third and fourth sentences of the first paragraph of the section entitled “Distribution and Servicing Plan” in the summary
(starting with “The Distribution and Servicing Plan operates in a manner consistent with…”) out of the summary and
into the body of the prospectus.

Response: The Fund deleted the
referenced disclosure in the summary. The Fund respectfully submits that the referenced disclosure is already included in the body of
the prospectus.

Comment 22: With respect to
the second paragraph of the section entitled “Distribution and Servicing Plan” in the summary, please move the discussion
regarding FINRA rules (starting with “Up to 0.25% per annum of the Distribution and Servicing Fee…”) out of the summary
and into the body of the prospectus.

Response: The Fund deleted the
referenced disclosure in the summary. The Fund respectfully submits that the referenced disclosure is already included in the body of
the prospectus.

Summary of
Risks

Comment 23: Please consider
breaking up some of the lengthier paragraphs throughout this section to improve readability. Please consider revising to make the information
provided here more concise rather than repeating information that is already included elsewhere in the prospectus, or consider using more
cross-references to more fulsome disclosure that appears elsewhere in the prospectus.

Response: The Fund revised the
disclosure as requested.

Comment 24: Please ensure that
each risk provided in this section relates to an investment strategy rather than to a general risk (for example, the risk regarding duration,
which appears to be a description of duration generally rather than an actual risk factor).

Response: The Fund revised the
disclosure to ensure that each risk provided relates to an investment strategy as requested.

Repurchase
Offers Risk, pg. 12

Comment 25: Please supplementally
explain how the sentence beginning “If at any time cash and other liquid assets held by the Fund…” is consistent with
Rule 23c-3(b)(10)(i) under the Investment Company Act of 1940, as amended (the “1940 Act”).

Response: The Fund
respectfully submits that all repurchase offers will be conducted in accordance with Rule 23c-3 of the 1940 Act. In response to the
Staff’s comment, the Fund revised the disclosure as follows: [i]f at any time cash and other cash items held by the Fund are
not sufficient to meet the Fund’s repurchase obligations, the Fund intends, if necessary, to sell investments.

Illiquid
Investment Risk, pg. 12

Comment 26: We note the first
sentence states that the Fund does not expect to invest significantly in illiquid securities. If the Fund does not expect to invest significantly
in illiquid securities, and if illiquid securities are not a principal investment of the Fund, please consider moving this risk factor
out of the summary risks section and into the body of the prospectus.

Response: The Fund confirms
that it does expect to invest significantly in illiquid securities. Accordingly, the Fund deleted the referenced disclosure.

Loan Origination
Risk, pg. 13

Comment 27: If loan origination
is not a principal investment strategy of the Fund, please move this risk factor out of the summary risks section and into the body of
the prospectus.

Response: The Fund confirms
that loan origination is a principal investment strategy of the Fund. Accordingly, the Fund did not move the risk factor as requested.

Duration
Risk, pg. 14

Comment 28: We note that this
disclosure describes techniques to shorten or lengthen the Fund’s duration and repeats disclosure already provided in the section
of the summary entitled “Investment Strategies” above, but does not describe the specific risk relevant to the Fund. Please
revise accordingly.

Response: The Fund deleted the
risk factor after determining it is not necessary to include.

Below Investment
Grade (High Yield or Junk Bond) Instruments Risk, pg. 16

Comment 29: Please divide this
risk factor into smaller segments to improve readability.

Response: The Fund divided the
risk factor into smaller segments as requested.

Subprime
Risk, pg. 21

Comment 30: Please consider
whether this risk factor should be included as part of the summary risk factor entitled “Below Investment Grade (High Yield or Junk
Bond) Instruments Risk” further above and if it remains separate then please move it next to that risk factor so that similar concepts
are in the same part of the prospectus.

Response: The Fund moved the
risk factor as requested.

Summary of Fund Expenses, pg. 24

Comment 31: In Foot