COVER 8 filename8.htm

Prudential Investment Portfolios 16
655 Broad Street, 17th Floor
Newark, New Jersey 07102

 

October 20, 2016

 

VIA EDGAR SUBMISSION

 

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re: Prudential Investment Portfolios 16 Form N-1A

Post-Effective Amendment No. 40 to the Registration

Statement under the Securities Act of 1933;

Amendment No. 40 to the Registration Statement under

the Investment Company Act of 1940

Securities Act Registration No. 333-60561

Investment Company Act No. 811-08915

 

Dear Sir or Madam:

 

On behalf of Prudential Investment Portfolios 16. (the “Fund”), pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), transmitted herewith for filing is Post-Effective Amendment No. 40 to the Registration Statement under the 1933 Act and Amendment No. 40 to the Registration Statement under the 1940 Act (the “Amendment”).

 

This filing is being made pursuant to Rule 485(a) under the 1933 Act in order to add disclosure regarding a new share class to both Prudential Income Builder Fund and Prudential QMA Defensive Equity Fund, designated Class Q. The Fund intends to file a subsequent post-effective amendment on or before December 19, 2016, pursuant to Rule 485(b) under the 1933 Act, to include certain other exhibits, as well as non-material financial and other information, and information responsive to any comments from the staff of the Securities and Exchange Commission (the “Staff”) regarding the Amendment filed herewith.

 

With respect to the new disclosure regarding Class Q shares, the Amendment includes substantially similar disclosure to the following sections of the prospectus for the most recently effective Registration Statement adding disclosure regarding Class Q shares (the Prudential Investment Portfolios, Inc. 14, Registration Statement on Form N-

 
 

1A, effective on August 9, 2016 (File No. 002-82976 and 811-03712) (the Prudential Investment Portfolios 14 Registration Statement)) as it relates to Class Q shares:

 

  • The “Fund Fees and Expenses” and “Investments, Risks and Performance” section of the “Fund Summary”;
  • The “Distributors” section of “How the Fund is Managed”;
  • “How to Choose a Share Class”; and
  • “Qualifying for Class Q Shares.”

 

The Amendment includes substantially similar disclosure to the following sections of the Prudential Investment Portfolios 14 Registration Statement’s statement of additional information as it relates to Class Q shares:

 

·“Additional Information: Description of Shares and Organization”; and
·“Purchase, Redemption, and Pricing of Fund Shares.”

 

If you have any questions or comments with respect to the foregoing, or if I can be of any further assistance in facilitating the Staff’s review, please contact me at 973-802-6469. Thank you for your assistance in this matter.

 

Sincerely yours,

 

/s/ Jonathan D. Shain

Jonathan D. Shain

Assistant Secretary