January 14, 2011
Larry Greene
Office of Disclosure and Review
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Prudential Investment Portfolios, Inc. 10
Prudential Jennison Equity Income Fund
Prudential Mid-Cap Value Fund (the “Funds”)
(File No. 811-08085)
Post-Effective Amendment to Registration Statement
Dear Mr. Greene:
I am writing in response to comments which you provided to me on behalf of the Commission staff by telephone on January 4, 2011 regarding the Fund’s submission of a Post-Effective Amendment to its Registration Statement on Form N-1A pursuant to Rule 485(a) under the Securities Act of 1933. The purpose for the submission of the Post-Effective Amendment under Rule 485(a) was to add relevant disclosure to each Fund’s prospectus and SAI regarding the addition of new share classes (Class Q and Class R), as applicable.
As also discussed, to the extent that any of the comments provided by the Commission staff are globally and/or universally applicable to the other funds in the fund complex, we will apply all such comments to the other funds in our fund complex to which the comments would be applicable.
For your convenience, a summary of the staff’s comments is included herein and the Fund’s responses are keyed accordingly, as follows:
Comment: Please ensure that, as appropriate and applicable, the Fund’s prospectus and SAI reflect the recent SEC staff letter to the Investment Company Institute (ICI) concerning discussion and disclosure of derivatives in fund registration statements.
Response:In response to the staff letter, we have reviewed the derivatives discussions contained in the Fund’s prospectus and SAI documents, and we have made appropriate revisions consistent with the Fund’s use of derivatives.
Comment: In the “shareholder fees” table, it is not necessary to include line items for sales charges on reinvested dividends, redemption fees or exchange fees, if no such fees are charged.
Response: We understand that the inclusion of these line items in the table is not required, however, we have elected to continue to disclose the line items with the indication of “none” in each line item.
Comment:In the “annual fund operating expenses” table, consider whether you should include the line item for underlying fund fees and expenses.
Response: The line item was not included because the Fund’s investments in other investment companies was underneath the disclosure threshold.
Comment:In the footnotes to the annual fund operating expenses table, please include appropriate disclosure if any fee waiver or expense reimbursement is subject to any type of clawback.
Response: The fee waivers and/or expense reimbursements are not subject to any clawback or recoupment.
The Fund acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Fund may not assert a declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Any questions or comments with respect to the Registration Statement may be communicated to the undersigned (973-802-6469).
Very truly yours,
/s/ Jonathan D. Shain
Jonathan D. Shain
cc: Larry Greene
(Securities and Exchange Commission)
