N-CSR 1 d820652dncsr.htm PRUDENTIAL INVESTMENT PORTFOLIOS, INC. 10 Prudential Investment Portfolios, Inc. 10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number:

   811- 08085

Exact name of registrant as specified in charter:

   Prudential Investment Portfolios 10

Address of principal executive offices:

   655 Broad Street, 17th Floor
   Newark, New Jersey 07102

Name and address of agent for service:

   Andrew R. French
   655 Broad Street, 17th Floor
   Newark, New Jersey 07102

Registrant’s telephone number, including area code:

   800-225-1852

Date of fiscal year end:

   10/31/2019

Date of reporting period:

   10/31/2019


Item 1 – Reports to Stockholders

 


LOGO

 

PGIM JENNISON EQUITY INCOME FUND

 

Important Note: Effective as of December 18, 2019 the Fund changed its name from PGIM Jennison Equity Income Fund to PGIM Jennison Global Equity Income Fund. At that time, the Fund adopted new investment strategies as well as a new performance benchmark. The Fund’s performance discussed in this report reflect the Fund’s prior investment strategies and prior performance benchmark, which were in effect for the annual period ended October 31, 2019. This report does not reflect the Fund’s new investment strategies or the Fund’s new performance benchmark.

 

 

ANNUAL REPORT

OCTOBER 31, 2019

 

COMING SOON: PAPERLESS SHAREHOLDER REPORTS

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (pgiminvestments.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling 1-800-225-1852 or by sending an email request to PGIM Investments at shareholderreports@pgim.com.

 

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary or follow instructions included with this notice to elect to continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-800-225-1852 or send an email request to shareholderreports@pgim.com to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.

 

LOGO

 

To enroll in e-delivery, go to pgiminvestments.com/edelivery


Objective: Income and capital appreciation

 

Highlights (unaudited)

 

 

The Fund’s semiconductor holdings were among the primary contributors to returns over the reporting period, led by Advanced Micro Devices. Positions in electric utilities also helped, led by Edison International.

 

 

In addition, positions in semiconductor equipment companies, namely Lam Research, and pharmaceutical stocks such as AstraZeneca, also drove absolute gains. Other notable contributors included Microsoft and Broadcom.

 

 

Holdings in the technology hardware storage & peripherals sector, most notably Apple, were among the main detractors from the Fund’s performance, followed by tobacco stock holdings, particularly Philip Morris International.

 

 

Communications-equipment stocks, namely Nokia, also hurt performance, along with integrated oil & gas stocks, specifically BP and Royal Dutch Shell. Other notable detractors included Conagra Brands and Foot Locker.

 

 

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus.

 

The views expressed in this report and information about the Fund’s portfolio holdings are for the period covered by this report and are subject to change thereafter.

 

Mutual funds are distributed by Prudential Investment Management Services LLC, member SIPC. Jennison Associates LLC is a registered investment adviser. Both are Prudential Financial companies. © 2019 Prudential Financial, Inc. and its related entities. Jennison Associates, Jennison, PGIM, and the PGIM logo are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

 

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Table of Contents

 

Letter from the President

     5  

Your Fund’s Performance

     6  

Growth of a $10,000 Investment

     7  

Strategy and Performance Overview

     10  

Fees and Expenses

     13  

Holdings and Financial Statements

     15  

Approval of Advisory Agreements

        

 

PGIM Jennison Equity Income Fund     3  


This Page Intentionally Left Blank


Letter from the President

 

LOGO

 

Dear Shareholder:

 

We hope you find the annual report for the PGIM Jennison Equity Income Fund informative and useful. The report covers performance for the 12-month period that ended October 31, 2019.

 

While the US economy remained healthy, with rising corporate profits and strong job growth, the Federal Reserve cut interest rates three times in the latter half of the period. The cuts were a proactive attempt by the Fed to extend the longest domestic economic expansion on record as growth in many regions weakened. China in particular showed signs of slowing amid trade tensions with the US, and turmoil in the United Kingdom continued as it negotiates an exit from the European Union.

 

The interest-rate cuts helped boost the performance of stocks globally. For the period overall, large-cap US equities along with stocks in developed and emerging foreign markets all rose by double digits. Small-cap US stocks posted a single-digit gain. This positive performance came despite significant volatility early in the period. Equities plunged at the end of 2018 on concerns about China’s economy, a potential global trade war, higher interest rates, and worries that profit growth might slow. Stocks reversed course early in 2019, rising sharply after the Fed moderated its position on additional rate hikes for the remainder of the year.

 

The overall US bond market posted strong returns during the period on a significant rally in interest rates that saw the 10-year US Treasury yield decline from over 3% to under 2%. Investment-grade corporate bonds led the way with a double-digit gain, while corporate high yield and municipal bonds each had a return in the high single digits. Globally, bonds in developed markets delivered strong returns, and emerging markets debt rose by double digits.

 

Regarding your investments with PGIM, we believe it is important to maintain a diversified portfolio of funds consistent with your tolerance for risk, time horizon, and financial goals. Your financial advisor can help you create a diversified investment plan that may include funds covering all the basic asset classes and that reflects your personal investor profile and risk tolerance. However, diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.

 

At PGIM Investments, we consider it a great privilege and responsibility to help investors participate in opportunities across global markets while meeting their toughest investment challenges. PGIM is a top-10 global investment manager with more than $1 trillion in assets under management. This scale and investment expertise allow us to deliver actively managed funds and strategies to meet the needs of investors around the globe.

 

Thank you for choosing our family of funds.

 

Sincerely,

 

LOGO

 

Stuart S. Parker, President

PGIM Jennison Equity Income Fund

December 16, 2019

 

PGIM Jennison Equity Income Fund     5  


Your Fund’s Performance (unaudited)

 

Performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at pgiminvestments.com or by calling (800) 225-1852.

 

    Average Annual Total Returns as of 10/31/19
(with sales charges)
 
    One Year (%)   Five Years (%)     Ten Years (%)     Since Inception (%)  
Class A     3.02       3.76         9.62        
Class B     3.69       3.99         9.41        
Class C     7.39       4.17         9.43        
Class R     8.69       4.65       N/A       7.97 (1/18/11)  
Class Z     9.28       5.22       10.53        
Class R6     9.41       5.33       N/A       8.64 (1/18/11)  
Lipper Equity Income Funds Index*

 

  12.68       8.06       11.39        
S&P 500 Index      
    14.31     10.77       13.69        
       
    Average Annual Total Returns as of 10/31/19
(without sales charges)
 
    One Year (%)   Five Years (%)     Ten Years (%)     Since Inception (%)  
Class A     9.02       4.94       10.25        
Class B     8.07       4.12       9.41        
Class C     8.27       4.17       9.43        
Class R     8.69       4.65       N/A         7.97 (1/18/11)  
Class Z     9.28       5.22       10.53        
Class R6     9.41       5.33       N/A         8.64 (1/18/11)  
Lipper Equity Income Funds Index*

 

  12.68       8.06       11.39        
S&P 500 Index

 

    14.31     10.77       13.69        

 

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Growth of a $10,000 Investment (unaudited)

 

LOGO

 

The graph compares a $10,000 investment in the Fund’s Class A shares with a similar investment in the Lipper Equity Income Funds Index and the S&P 500 Index by portraying the initial account values at the beginning of the 10-year period for Class A shares (October 31, 2009) and the account values at the end of the current fiscal year (October 31, 2019) as measured on a quarterly basis. For purposes of the graph, and unless otherwise indicated, it has been assumed that (a) all recurring fees (including management fees) were deducted; and (b) all dividends and distributions were reinvested. The line graph provides information for Class A shares only. As indicated in the tables above, performance for other share classes will vary due to the differing charges and expenses applicable to each share class (as indicated in the following paragraphs). Without waiver of fees and/or expense reimbursements, if any, the Fund’s returns would have been lower.

 

Past performance does not predict future performance. Total returns and the ending account values in the graph include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

 

Source: PGIM Investments LLC and Lipper Inc.

*Returns for the Lipper Equity Income Funds Index reflect the expenses of the mutual funds included in the Index.

 

Since Inception returns are provided for any share class with less than 10 fiscal years of returns. Since Inception returns for the Indexes are measured from the closest month-end to the class’ inception date.

 

PGIM Jennison Equity Income Fund     7  


Your Fund’s Performance (continued)

 

 

The returns in the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares. The average annual total returns take into account applicable sales charges, which are described for each share class in the table below.

 

             
     Class A   Class B*   Class C   Class R   Class Z   Class R6
Maximum initial sales charge   5.50% of the public offering price   None   None   None   None   None
Contingent deferred sales charge (CDSC) (as a percentage of the lower of the original purchase price or the net asset value at redemption)   1.00% on sales of $1 million or more made within 12 months of purchase   5.00% (Yr. 1) 4.00% (Yr. 2) 3.00% (Yr. 3) 2.00% (Yr. 4) 1.00% (Yr. 5) 1.00% (Yr. 6) 0.00% (Yr. 7)   1.00% on sales made within 12 months of purchase   None   None   None
Annual distribution and service (12b-1) fees (shown as a percentage of average daily net assets)   0.30% (0.25% currently)   1.00%   1.00%   0.75% (0.50% currently)   None   None

 

*Class B shares are closed to all purchase activity and no additional Class B shares may be purchased or acquired except by exchange from Class B shares of another Fund or through dividend or capital gains reinvestment.

 

Benchmark Definitions

 

Lipper Equity Income Funds Index—Funds in the Lipper Equity Income Funds Index seek relatively high current income and growth of income by investing at least 65% of their portfolios in dividend-paying equity securities. These funds’ gross or net yields must be at least 125% of the average gross or net yield of the US diversified equity fund universe. The average annual total return for the Index measured from the month-end closest to the inception date of the Fund’s Class R and Class R6 shares is 10.27%.

 

S&P 500 Index—The S&P 500 Index is an unmanaged index of over 500 stocks of large US public companies. It gives a broad look at how stock prices in the United States have performed. The average annual total return for the Index measured from the month-end closest to the inception date of the Fund’s Class R and Class R6 shares is 12.64%.

 

Investors cannot invest directly in an index or average. The returns for the Indexes would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes.

 

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Presentation of Fund Holdings as of 10/31/19

 

Ten Largest Holdings   Line of Business   % of Net Assets
QUALCOMM, Inc.   Semiconductors & Semiconductor Equipment   3.4%
AstraZeneca PLC (United Kingdom), ADR   Pharmaceuticals   3.4%
BB&T Corp.   Banks   2.9%
Procter & Gamble Co. (The)   Household Products   2.8%
Dominion Energy, Inc.   Multi-Utilities   2.6%
McDonald’s Corp.   Hotels, Restaurants & Leisure   2.6%
Linde PLC (United Kingdom)   Chemicals   2.6%
Williams Cos., Inc. (The)   Oil, Gas & Consumable Fuels   2.6%
JPMorgan Chase & Co.   Banks   2.5%
BP PLC (United Kingdom), ADR   Oil, Gas & Consumable Fuels   2.4%

 

For a complete list of holdings, please refer to the Schedule of Investments section of this report. Holdings reflect only long-term Investments.

 

PGIM Jennison Equity Income Fund     9  


Strategy and Performance Overview (unaudited)

 

How did the Fund perform?

The PGIM Jennison Equity Income Fund’s Class A shares returned 9.02% in the 12-month reporting period that ended October 31, 2019, underperforming the 12.68% return of the Lipper Equity Income Funds Index and the 14.31% return of the S&P 500 Index.

 

What was the market environment?

 

Equity markets were highly volatile during the reporting period. Initially, global economic growth was accelerating; US employment was strengthening; and lower US corporate tax rates were helping to boost wages and capital spending. Given the constructive macroeconomic landscape, investors overlooked uncertainty created by White House trade and other policy initiatives.

 

 

An abrupt sell-off in late 2018 reflected mounting investor concerns about the rising risk of a major trade war with China, the pace of US economic growth, decelerating expansion in non-US economies, US interest rate increases and their effect on US growth, the state of US alliances with other major trading partners, and discord and uncertainty about domestic policy.

 

 

US equity markets rebounded early in 2019 as the Federal Reserve (the Fed) signaled a pause in federal funds rate hikes, but they fell again as the period ended on a re-escalation of trade tension. Numerous central banks around the world subsequently lowered interest rates; the Fed cut rates three times during the period.

 

 

West Texas Intermediate crude oil and natural gas prices were volatile during the period, declining 20.04% and 21.21%, respectively. Prices for natural gas liquids, such as ethane and propane, dropped more than 40%.

 

 

Within the S&P 500 Index, 10 of the 11 sectors posted positive returns during the period, led by defensive sectors such as real estate and utilities. Information technology and consumer discretionary sectors both gained. Energy was the only sector to decline, posting a nearly 12% loss. In terms of individual S&P 500 stock performance, top contributors included Microsoft Corp., Facebook Inc., and Procter & Gamble Co., while top detractors included Exxon Mobil Corp., Altria Group Inc., and PG&E Corp.

 

What worked?

 

The Fund’s semiconductor holdings were among the primary contributors to returns over reporting period, led by Advanced Micro Devices Inc. Positions in electric utilities also helped, led by Edison International.

 

 

In addition, positions in semiconductor equipment companies, namely Lam Research Corp., and pharmaceutical stocks such as AstraZeneca PLC, also drove absolute gains.

 

 

Other notable contributors included Microsoft Corp. and Broadcom Inc.

 

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What didn’t work?

 

Holdings in the technology hardware storage & peripherals sector, most notably Apple Inc., were among the main detractors from the Fund’s performance, followed by tobacco stock holdings, particularly Philip Morris International Inc.

 

 

Communications-equipment stocks, namely Nokia Oyj, also hurt performance, along with integrated oil & gas stocks, specifically BP PLC and Royal Dutch Shell PLC.

 

 

Other notable detractors included Conagra Brands Inc. and Foot Locker Inc.

 

Current outlook

 

Jennison continues to build the Fund from the bottom up, looking for investment opportunities that should, in aggregate, deliver a premium yield to the broad market. In Jennison’s view, the best way achieve this goal is by building diversified portfolios across sectors, market capitalizations, and geographies. The focus remains on seeking companies with solid fundamentals that can offer incremental capital appreciation in addition to above-average yields. Specifically, Jennison looks to identify companies with improving cash-flow generation that is likely to be returned to shareholders.

 

 

While economic growth has slowed on the margin, it appears that an overall slow-growth economic environment remains. However, exogenous factors such as the “deal/no deal” reports regarding the US-China trade war, continued geopolitical tensions in the Middle East, and other headline news-grabbing events have eroded business confidence and, to a lesser extent, consumer confidence. Together, these factors have been slowing the global economic engine and increasing market volatility.

 

 

Jennison also wonders whether or not there was an inventory buildup in the supply chain during the period ahead of the potential tariff hikes, but it expects to learn more as economic data are released over coming months and quarters. With tax-reform benefits essentially now behind us, Jennison believes the probability of a global recession sometime in 2020-21 has increased. As a result, Jennison is comfortable with the Fund’s defensive positioning for now and will continue looking to take advantage of any potential market mispricing over the coming months.

 

 

Given the market backdrop, Jennison believes high-quality, dividend-paying companies offer investment potential in this environment and that companies fitting this description with strong business outlooks should be able to outperform. Jennison continues to identify what it considers to be interesting areas where it feels comfortable investing long term while remaining nimble, as illustrated over the second half of 2018 when the Fund started becoming more defensive-oriented.

 

 

Overall, the Fund’s strategy is fairly diversified across sectors relative to the S&P 500 Index, except for an underweight to information technology, a sector that represents

 

PGIM Jennison Equity Income Fund     11  


Strategy and Performance Overview (continued)

 

  approximately 20% of the S&P 500 and in which it is challenging to find yield, in Jennison’s view. Although many companies in health care have solid fundamental stories, Jennison felt it was prudent to reduce its exposure to this sector as the 2020 US presidential election approaches and increasing negative rhetoric likely will hurt sentiment for health care stocks. While the energy environment has been volatile, Jennison continues to maintain tactical exposure to select large, integrated, oil & gas stocks—given their market leadership in the global liquefied natural gas business—and to the midstream-infrastructure segment, in which a series of positive reforms are helping to build a more stable foundation for decades to come.

 

The percentage points shown in the tables below identify each security’s positive or negative contribution to the Fund’s return, which is the sum of all contributions by individual holdings during the fund’s reporting period.

 

 
Top contributors (%)   Top detractors (%)
AstraZeneca      0.80   Apple      –0.55
Advanced Micro Devices      0.71   Nokia      –0.48
Lam Research      0.69   Conagra Brands      –0.44
Microsoft      0.56   Philip Morris International      –0.39
Broadcom      0.55   Foot Locker      –0.32

 

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Fees and Expenses (unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemptions, as applicable, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses, as applicable. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 held through the six-month period ended October 31, 2019. The example is for illustrative purposes only; you should consult the Prospectus for information on initial and subsequent minimum investment requirements.

 

Actual Expenses

The first line for each share class in the table on the following page provides information about actual account values and actual expenses. You may use the information on this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value ÷ $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

The second line for each share class in the table on the following page provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

The Fund’s transfer agent may charge additional fees to holders of certain accounts that are not included in the expenses shown in the table on the following page. These fees apply to individual retirement accounts (IRAs) and Section 403(b) accounts. As of the close of the six-month period covered by the table, IRA fees included an annual maintenance fee of $15 per account (subject to a maximum annual maintenance fee of $25 for all accounts held by the same shareholder). Section 403(b) accounts are charged an annual $25 fiduciary maintenance fee. Some of the fees may vary in amount, or may be waived, based on your total account balance or the number of PGIM funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account over the six-month period when you estimate the total ongoing expenses paid over the period

 

PGIM Jennison Equity Income Fund     13  


Fees and Expenses (continued)

 

and the impact of these fees on your ending account value, as these additional expenses are not reflected in the information provided in the expense table. Additional fees have the effect of reducing investment returns.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

       
PGIM Jennison
Equity Income Fund
  Beginning Account
Value
May 1, 2019
    Ending Account
Value
October 31, 2019
    Annualized
Expense Ratio
Based on the
Six-Month Period
    Expenses Paid
During  the
Six-Month Period*
 
Class A   Actual   $ 1,000.00     $ 1,011.00       1.16   $ 5.88  
  Hypothetical   $ 1,000.00     $ 1,019.36       1.16   $ 5.90  
Class B   Actual   $ 1,000.00     $ 1,006.40       2.00   $ 10.11  
  Hypothetical   $ 1,000.00     $ 1,015.12       2.00   $ 10.16  
Class C   Actual   $ 1,000.00     $ 1,007.50       1.83   $ 9.26  
  Hypothetical   $ 1,000.00     $ 1,015.98       1.83   $ 9.30  
Class R   Actual   $ 1,000.00     $ 1,009.60       1.38   $ 6.99  
  Hypothetical   $ 1,000.00     $ 1,018.25       1.38   $ 7.02  
Class Z   Actual   $ 1,000.00     $ 1,012.50       0.84   $ 4.26  
  Hypothetical   $ 1,000.00     $ 1,020.97       0.84   $ 4.28  
Class R6   Actual   $ 1,000.00     $ 1,012.80       0.80   $ 4.06  
    Hypothetical   $ 1,000.00     $ 1,021.17       0.80   $ 4.08  

 

*Fund expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended October 31, 2019, and divided by the 365 days in the Fund’s fiscal year ended October 31, 2019 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.

 

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Schedule of Investments

as of October 31, 2019

 

Description    Shares      Value  

LONG-TERM INVESTMENTS    98.1%

     

COMMON STOCKS    92.4%

     

Aerospace & Defense    5.2%

                 

Boeing Co. (The)

     35,041      $ 11,910,786  

Lockheed Martin Corp.

     75,730        28,525,977  

Safran SA (France)

     166,840        26,374,416  
     

 

 

 
        66,811,179  

Banks    8.6%

                 

Bank of America Corp.

     826,849        25,855,568  

BB&T Corp.

     689,026        36,552,830  

BNP Paribas SA (France)

     290,383        15,178,251  

JPMorgan Chase & Co.

     261,859        32,711,426  
     

 

 

 
        110,298,075  

Capital Markets    0.4%

                 

CME Group, Inc.

     22,277        4,583,493  

Chemicals    3.8%

                 

Akzo Nobel NV (Netherlands)

     163,404        15,029,989  

Linde PLC (United Kingdom)

     165,907        32,907,653  
     

 

 

 
        47,937,642  

Commercial Services & Supplies    0.5%

                 

Republic Services, Inc.

     75,344        6,593,353  

Communications Equipment    1.6%

                 

Cisco Systems, Inc.

     303,562        14,422,231  

Nokia OYJ (Finland), ADR(a)

     1,610,871        5,879,679  
     

 

 

 
        20,301,910  

Consumer Finance    1.6%

                 

American Express Co.

     177,923        20,866,809  
     

 

 

 

Diversified Financial Services    0.0%

                 

Gateway Energy & Resource Holdings LLC Private Placement,
(original cost $2,000,000; purchased 12/14/07), 144A*^(f)

     100,000        434,840  

 

See Notes to Financial Statements.

 

PGIM Jennison Equity Income Fund     15  


Schedule of Investments (continued)

as of October 31, 2019

 

Description    Shares      Value  

COMMON STOCKS (Continued)

     

Diversified Telecommunication Services    3.0%

                 

AT&T, Inc.

     684,823      $ 26,358,837  

Telefonica Deutschland Holding AG (Germany)

     3,619,300        11,502,803  
     

 

 

 
        37,861,640  

Electric Utilities    4.6%

                 

Edison International

     447,201        28,128,943  

Entergy Corp.

     131,702        15,999,159  

SSE PLC (United Kingdom)

     914,204        15,200,277  
     

 

 

 
        59,328,379  

Entertainment    1.7%

                 

Walt Disney Co. (The)

     165,122        21,452,650  

Equity Real Estate Investment Trusts (REITs)    5.3%

                 

American Campus Communities, Inc.

     421,970        21,090,061  

American Tower Corp.

     50,642        11,044,007  

Boston Properties, Inc.

     49,781        6,829,953  

Prologis, Inc.

     328,454        28,825,123  
     

 

 

 
        67,789,144  

Food & Staples Retailing    1.8%

                 

Walmart, Inc.

     194,538        22,811,526  

Food Products    1.5%

                 

Danone SA (France)

     148,331        12,299,106  

Mondelez International, Inc. (Class A Stock)

     123,756        6,491,002  
     

 

 

 
        18,790,108  

Health Care Equipment & Supplies    3.0%

                 

Abbott Laboratories

     284,206        23,762,465  

Zimmer Biomet Holdings, Inc.

     107,160        14,812,727  
     

 

 

 
        38,575,192  

Hotels, Restaurants & Leisure    2.6%

                 

McDonald’s Corp.

     169,511        33,342,814  

Household Products    2.8%

                 

Procter & Gamble Co. (The)

     286,856        35,716,441  

 

See Notes to Financial Statements.

 

16  


Description    Shares      Value  

COMMON STOCKS (Continued)

     

Insurance    3.0%

                 

Chubb Ltd.

     101,282      $ 15,437,402  

MetLife, Inc.

     492,805        23,058,346  
     

 

 

 
        38,495,748  

Mortgage Real Estate Investment Trusts (REITs)    2.3%

                 

MFA Financial, Inc.

     2,579,743        19,580,249  

Starwood Property Trust, Inc.

     384,154        9,450,189  
     

 

 

 
        29,030,438  

Multi-Utilities    2.6%

                 

Dominion Energy, Inc.

     408,236        33,699,882  

Oil, Gas & Consumable Fuels    6.9%

                 

BP PLC (United Kingdom), ADR

     811,023        30,745,882  

Royal Dutch Shell PLC (Netherlands) (Class A Stock), ADR(a)

     416,982        24,172,447  

Williams Cos., Inc. (The)

     1,466,624        32,720,381  
     

 

 

 
        87,638,710  

Personal Products    0.5%

                 

Unilever PLC (United Kingdom)

     107,428        6,437,389  

Pharmaceuticals    6.3%

                 

AstraZeneca PLC (United Kingdom), ADR

     884,613        43,372,575  

Elanco Animal Health, Inc.*

     465,311        12,572,703  

GlaxoSmithKline PLC (United Kingdom)

     356,528        8,151,773  

Merck & Co., Inc.

     187,026        16,207,673  
     

 

 

 
        80,304,724  

Road & Rail    0.7%

                 

Union Pacific Corp.

     56,557        9,357,921  

Semiconductors & Semiconductor Equipment    9.7%

                 

Advanced Micro Devices, Inc.*(a)

     805,912        27,344,594  

Intel Corp.

     312,506        17,665,964  

Lam Research Corp.

     64,956        17,605,674  

QUALCOMM, Inc.

     548,694        44,136,945  

Texas Instruments, Inc.

     148,260        17,493,198  
     

 

 

 
        124,246,375  

 

See Notes to Financial Statements.

 

PGIM Jennison Equity Income Fund     17  


Schedule of Investments (continued)

as of October 31, 2019

 

Description    Shares      Value  

COMMON STOCKS (Continued)

     

Software    1.8%

                 

Microsoft Corp.

     160,856      $ 23,061,925  

Specialty Retail    4.2%

                 

Foot Locker, Inc.

     308,506        13,423,096  

Lowe’s Cos., Inc.

     134,194        14,977,392  

Ross Stores, Inc.

     230,664        25,296,921  
     

 

 

 
        53,697,409  

Technology Hardware, Storage & Peripherals    1.4%

                 

Apple, Inc.

     74,115        18,436,847  

Tobacco    1.1%

                 

Philip Morris International, Inc.

     171,686        13,982,108  

Transportation Infrastructure    1.3%

                 

Atlantia SpA (Italy)

     654,983        16,174,447  

Wireless Telecommunication Services    2.6%

                 

Tele2 AB (Sweden) (Class B Stock)

     1,390,281        19,868,238  

Vodafone Group PLC (United Kingdom), ADR(a)

     646,248        13,196,384  
     

 

 

 
        33,064,622  
     

 

 

 

TOTAL COMMON STOCKS
(cost $1,001,701,081)

        1,181,123,740  
     

 

 

 

PREFERRED STOCKS    4.9%

     

Electric Utilities    1.1%

                 

American Electric Power Co., Inc., CVT, 6.125%

     263,890        14,511,311  

Health Care Equipment & Supplies    2.2%

                 

Danaher Corp., Series A, CVT, 4.750%(a)

     25,070        27,835,722  

Multi-Utilities    1.6%

                 

Sempra Energy, Series A, CVT, 6.000%

     172,362        19,999,163  
     

 

 

 

TOTAL PREFERRED STOCKS
(cost $57,174,918)

        62,346,196  
     

 

 

 

 

See Notes to Financial Statements.

 

18  


Description    Interest
Rate
    Maturity
Date
     Principal
Amount (000)#
     Value  

CONVERTIBLE BOND    0.8%

          

Insurance

                                  

AXA SA (France),
Sr. Unsec’d. Notes, 144A
(cost $10,514,555)

     7.250     05/15/21        10,377      $ 10,759,652  
          

 

 

 

TOTAL LONG-TERM INVESTMENTS
(cost $1,069,390,554)

             1,254,229,588  
          

 

 

 
                  Shares         

SHORT-TERM INVESTMENTS    6.4%

          

AFFILIATED MUTUAL FUNDS

          

PGIM Core Ultra Short Bond Fund(w)

          23,129,736        23,129,736  

PGIM Institutional Money Market Fund
(cost $58,779,786; includes $58,666,067 of cash collateral for securities on loan)(b)(w)

          58,776,020        58,787,775  
          

 

 

 

TOTAL SHORT-TERM INVESTMENTS
(cost $81,909,522)

             81,917,511  
          

 

 

 

TOTAL INVESTMENTS    104.5%
(cost $1,151,300,076)

             1,336,147,099  

Liabilities in excess of other assets    (4.5)%

             (57,456,953
          

 

 

 

NET ASSETS    100.0%

           $ 1,278,690,146  
          

 

 

 

 

Below is a list of the abbreviation(s) used in the annual report:

144A—Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and, pursuant to the requirements of Rule 144A, may not be resold except to qualified institutional buyers.

ADR—American Depositary Receipt

CVT—Convertible Security

LIBOR—London Interbank Offered Rate

REITs—Real Estate Investment Trust

*

Non-income producing security.

#

Principal amount is shown in U.S. dollars unless otherwise stated.

^

Indicates a Level 3 security. The aggregate value of Level 3 securities is $434,840 and 0.0% of net assets.

(a)

All or a portion of security is on loan. The aggregate market value of such securities, including those sold and pending settlement, is $57,602,432; cash collateral of $58,666,067 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.

(b)

Represents security purchased with cash collateral received for securities on loan and includes dividend reinvestment.

(f)

Indicates a restricted security; the aggregate original cost of such securities is $2,000,000. The aggregate value of $434,840 is 0.0% of net assets.

(w)

PGIM Investments LLC, the manager of the Fund, also serves as manager of the PGIM Core Ultra Short Bond Fund and PGIM Institutional Money Market Fund.

 

See Notes to Financial Statements.

 

PGIM Jennison Equity Income Fund     19  


Schedule of Investments (continued)

as of October 31, 2019

 

Fair Value Measurements:

 

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

 

Level 1—unadjusted quoted prices generally in active markets for identical securities.

 

Level 2—quoted prices for similar securities, interest rates and yield curves, prepayment speeds, foreign currency exchange rates and other observable inputs.

 

Level 3—unobservable inputs for securities valued in accordance with Board approved fair valuation procedures.

 

The following is a summary of the inputs used as of October 31, 2019 in valuing such portfolio securities:

 

      Level 1         Level 2         Level 3    

Investments in Securities

     

Assets

     

Common Stocks

     

Aerospace & Defense

  $ 40,436,763     $ 26,374,416     $  

Banks

    95,119,824       15,178,251        

Capital Markets

    4,583,493              

Chemicals

    32,907,653       15,029,989        

Commercial Services & Supplies

    6,593,353              

Communications Equipment

    20,301,910              

Consumer Finance

    20,866,809              

Diversified Financial Services

                434,840  

Diversified Telecommunication Services

    26,358,837       11,502,803        

Electric Utilities

    44,128,102       15,200,277        

Entertainment

    21,452,650              

Equity Real Estate Investment Trusts (REITs)

    67,789,144              

Food & Staples Retailing

    22,811,526              

Food Products

    6,491,002       12,299,106        

Health Care Equipment & Supplies

    38,575,192              

Hotels, Restaurants & Leisure

    33,342,814              

Household Products

    35,716,441              

Insurance

    38,495,748              

Mortgage Real Estate Investment Trusts (REITs)

    29,030,438              

Multi-Utilities

    33,699,882              

Oil, Gas & Consumable Fuels

    87,638,710              

Personal Products

          6,437,389        

Pharmaceuticals

    72,152,951       8,151,773        

Road & Rail

    9,357,921              

Semiconductors & Semiconductor Equipment

    124,246,375              

Software

    23,061,925              

Specialty Retail

    53,697,409              

Technology Hardware, Storage & Peripherals

    18,436,847              

Tobacco

    13,982,108              

Transportation Infrastructure

          16,174,447        

Wireless Telecommunication Services

    13,196,384       19,868,238        

Preferred Stocks

     

Electric Utilities

    14,511,311              

 

See Notes to Financial Statements.

 

20  


      Level 1         Level 2         Level 3    

Investments in Securities (continued)

     

Assets (continued)

     

Preferred Stocks (continued)

     

Health Care Equipment & Supplies

  $ 27,835,722     $     $  

Multi-Utilities

    19,999,163              

Convertible Bond

          10,759,652        

Affiliated Mutual Funds

    81,917,511              
 

 

 

   

 

 

   

 

 

 

Total

  $ 1,178,735,918     $ 156,976,341     $ 434,840  
 

 

 

   

 

 

   

 

 

 

 

Industry Classification:

 

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of October 31, 2019 were as follows (unaudited):

 

Semiconductors & Semiconductor Equipment

    9.7

Banks

    8.6  

Oil, Gas & Consumable Fuels

    6.9  

Affiliated Mutual Funds (4.6% represents investments purchased with collateral from securities on loan)

    6.4  

Pharmaceuticals

    6.3  

Electric Utilities

    5.7  

Equity Real Estate Investment Trusts (REITs)

    5.3  

Aerospace & Defense

    5.2  

Health Care Equipment & Supplies

    5.2  

Multi-Utilities

    4.2  

Specialty Retail

    4.2  

Insurance

    3.8  

Chemicals

    3.8  

Diversified Telecommunication Services

    3.0  

Household Products

    2.8  

Hotels, Restaurants & Leisure

    2.6  

Wireless Telecommunication Services

    2.6  

Mortgage Real Estate Investment Trusts (REITs)

    2.3  

Software

    1.8  

Food & Staples Retailing

    1.8

Entertainment

    1.7  

Consumer Finance

    1.6  

Communications Equipment

    1.6  

Food Products

    1.5  

Technology Hardware, Storage & Peripherals

    1.4  

Transportation Infrastructure

    1.3  

Tobacco

    1.1  

Road & Rail

    0.7  

Commercial Services & Supplies

    0.5  

Personal Products

    0.5  

Capital Markets

    0.4  

Diversified Financial Services

    0.0
 

 

 

 
    104.5  

Liabilities in excess of other assets

    (4.5
 

 

 

 
    100.0
 

 

 

 

 

*

Less than +/- 0.05%

 

Financial Instruments/Transactions—Summary of Offsetting and Netting Arrangements:

 

The Fund entered into financial instruments/transactions during the reporting period that are either offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements that permit offsetting. The information about offsetting and related netting arrangements for financial instruments/transactions where the legal right to set-off exists is presented in the summary below.

 

See Notes to Financial Statements.

 

PGIM Jennison Equity Income Fund     21  


Schedule of Investments (continued)

as of October 31, 2019

 

Offsetting of financial instrument/transaction assets and liabilities:

 

Description

  Gross Market
Value of
Recognized
Assets/(Liabilities)
    Collateral
Pledged/(Received)(1)
    Net Amount  

Securities on Loan

  $ 57,602,432     $ (57,602,432   $  
 

 

 

     

 

(1)

Collateral amount disclosed by the Fund is limited to the market value of financial instruments/transactions.

 

See Notes to Financial Statements.

 

22  


    

Statement of Assets and Liabilities

as of October 31, 2019

 

Assets

        

Investments at value, including securities on loan of $57,602,432:

  

Unaffiliated investments (cost $1,069,390,554)

   $ 1,254,229,588  

Affiliated investments (cost $81,909,522)

     81,917,511  

Receivable for investments sold

     10,996,833  

Receivable for Fund shares sold

     1,617,404  

Dividends and interest receivable

     1,541,673  

Tax reclaim receivable

     1,129,361  

Prepaid expenses and other assets

     33,402  
  

 

 

 

Total Assets

     1,351,465,772  
  

 

 

 

Liabilities

        

Payable to broker for collateral for securities on loan

     58,666,067  

Payable for investments purchased

     7,048,757  

Payable for Fund shares reacquired

     5,355,203  

Management fee payable

     783,696  

Accrued expenses and other liabilities

     433,712  

Distribution fee payable

     412,088  

Affiliated transfer agent fee payable

     75,268  

Payable to custodian

     835  
  

 

 

 

Total Liabilities

     72,775,626  
  

 

 

 

Net Assets

   $ 1,278,690,146  
  

 

 

 
          

Net assets were comprised of:

  

Common stock, at par

   $ 90,969  

Paid-in capital in excess of par

     980,172,745  

Total distributable earnings (loss)

     298,426,432  
  

 

 

 

Net assets, October 31, 2019

   $ 1,278,690,146  
  

 

 

 

 

See Notes to Financial Statements.

 

PGIM Jennison Equity Income Fund     23  


Statement of Assets and Liabilities

as of October 31, 2019

 

Class A

       

Net asset value and redemption price per share,
($602,976,625 ÷ 41,724,417 shares of common stock issued and outstanding)

  $ 14.45  

Maximum sales charge (5.50% of offering price)

    0.84  
 

 

 

 

Maximum offering price to public

  $ 15.29  
 

 

 

 

Class B

       

Net asset value, offering price and redemption price per share,

 

($23,524,067 ÷ 1,803,894 shares of common stock issued and outstanding)

  $ 13.04  
 

 

 

 

Class C

       

Net asset value, offering price and redemption price per share,

 

($295,298,322 ÷ 22,730,874 shares of common stock issued and outstanding)

  $ 12.99  
 

 

 

 

Class R

       

Net asset value, offering price and redemption price per share,

 

($25,732,883 ÷ 1,780,436 shares of common stock issued and outstanding)

  $ 14.45  
 

 

 

 

Class Z

       

Net asset value, offering price and redemption price per share,

 

($327,729,874 ÷ 22,692,863 shares of common stock issued and outstanding)

  $ 14.44  
 

 

 

 

Class R6

       

Net asset value, offering price and redemption price per share,

 

($3,428,375 ÷ 236,923 shares of common stock issued and outstanding)

  $ 14.47  
 

 

 

 

 

See Notes to Financial Statements.

 

24  


Statement of Operations

Year Ended October 31, 2019

 

Net Investment Income (Loss)

        

Income

  

Unaffiliated dividend income (net of $735,456 foreign withholding tax)

   $ 43,407,350  

Interest income

     668,334  

Affiliated dividend income

     640,097  

Income from securities lending, net (including affiliated income of $161,957)

     372,482  
  

 

 

 

Total income

     45,088,263  
  

 

 

 

Expenses

  

Management fee

     10,342,722  

Distribution fee(a)

     6,243,951  

Transfer agent’s fees and expenses (including affiliated expense of $455,013)(a)

     1,729,610  

Custodian and accounting fees

     146,405  

Shareholders’ reports

     81,573  

Registration fees(a)

     65,477  

Directors’ fees

     37,052  

Audit fee

     27,329  

Legal fees and expenses

     25,975  

Miscellaneous

     38,488  
  

 

 

 

Total expenses

     18,738,582  

Less: Fee waiver and/or expense reimbursement(a)

     (5,734

Distribution fee waiver(a)

     (352,327
  

 

 

 

Net expenses

     18,380,521  
  

 

 

 

Net investment income (loss)

     26,707,742  
  

 

 

 

Realized And Unrealized Gain (Loss) On Investment And Foreign Currency Transactions

        

Net realized gain (loss) on:

  

Investment transactions (including affiliated of $(18,183))

     119,131,907  

Foreign currency transactions

     (149,592
  

 

 

 
     118,982,315  
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

  

Investments (including affiliated of $18,219)

     (36,526,322

Foreign currencies

     (19,841
  

 

 

 
     (36,546,163
  

 

 

 

Net gain (loss) on investment and foreign currency transactions

     82,436,152  
  

 

 

 

Net Increase (Decrease) In Net Assets Resulting From Operations

   $ 109,143,894  
  

 

 

 

 

(a)

Class specific expenses and waivers were as follows:

 

    Class A     Class B     Class C     Class R     Class Z     Class R6  

Distribution fee

    1,711,260       341,279       3,990,062       201,350              

Transfer agent’s fees and expenses

    860,141       75,732       362,889       41,177       389,107       564  

Registration fees

    13,363       9,023       12,375       6,679       17,355       6,682  

Fee waiver and/or expense reimbursement

                                  (5,734

Distribution fee waiver

    (285,210                 (67,117            

 

See Notes to Financial Statements.

 

PGIM Jennison Equity Income Fund     25  


Statements of Changes in Net Assets

 

     Year Ended October 31,  
     2019      2018  

Increase (Decrease) in Net Assets

                 

Operations

     

Net investment income (loss)

   $ 26,707,742      $ 43,987,565  

Net realized gain (loss) on investment and foreign currency transactions

     118,982,315        230,094,217  

Net change in unrealized appreciation (depreciation) on investments and foreign currencies

     (36,546,163      (219,131,389
  

 

 

    

 

 

 

Net increase (decrease) in net assets resulting from operations

     109,143,894        54,950,393  
  

 

 

    

 

 

 

Dividends and Distributions

     

Distributions from distributable earnings

     

Class A

     (93,967,365      (38,693,618

Class B

     (7,292,553      (3,987,585

Class C

     (82,671,720      (35,159,248

Class R

     (4,429,539      (1,923,875

Class Z

     (71,314,654      (31,902,165

Class R6

     (659,280      (222,063
  

 

 

    

 

 

 
     (260,335,111      (111,888,554
  

 

 

    

 

 

 

Fund share transactions (Net of share conversions)

     

Net proceeds from shares sold

     73,255,080        60,274,663  

Net asset value of shares issued in reinvestment of dividends and distributions

     228,261,337        96,882,217  

Cost of shares reacquired

     (489,163,809      (511,300,273
  

 

 

    

 

 

 

Net increase (decrease) in net assets from Fund share transactions

     (187,647,392      (354,143,393
  

 

 

    

 

 

 

Total increase (decrease)

     (338,838,609      (411,081,554

Net Assets:

                 

Beginning of year

     1,617,528,755        2,028,610,309  
  

 

 

    

 

 

 

End of year

   $ 1,278,690,146      $ 1,617,528,755  
  

 

 

    

 

 

 

 

See Notes to Financial Statements.

 

26  


Notes to Financial Statements

 

Prudential Investment Portfolios, Inc. 10 (the “Company”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The Company consists of two funds: PGIM Jennison Equity Income Fund and PGIM QMA Mid-Cap Value Fund, each of which are diversified funds. These financial statements relate only to the PGIM Jennison Equity Income Fund (the “Fund”).

 

The investment objective of the Fund is income and capital appreciation.

 

1. Accounting Policies

 

The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 946 Financial Services—Investment Companies. The following accounting policies conform to U.S. generally accepted accounting principles. The Fund consistently follows such policies in the preparation of its financial statements.

 

Securities Valuation: The Fund holds securities and other assets and liabilities that are fair valued at the close of each day (generally, 4:00 PM Eastern time) the New York Stock Exchange (“NYSE”) is open for trading. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Company’s Board of Directors (the “Board”) has adopted valuation procedures for security valuation under which fair valuation responsibilities have been delegated to PGIM Investments LLC (“PGIM Investments” or the “Manager”). Pursuant to the Board’s delegation, the Manager has established a Valuation Committee responsible for supervising the fair valuation of portfolio securities and other assets and liabilities. The valuation procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers, and alternative valuation methods when market quotations are either not readily available or not deemed representative of fair value. A record of the Valuation Committee’s actions is subject to the Board’s review, approval, and ratification at its next regularly scheduled quarterly meeting.

 

For the fiscal reporting year-end, securities and other assets and liabilities were fair valued at the close of the last U.S. business day. Trading in certain foreign securities may occur when the NYSE is closed (including weekends and holidays). Because such foreign securities trade in markets that are open on weekends and U.S. holidays, the values of some of the Fund’s foreign investments may change on days when investors cannot purchase or redeem Fund shares.

 

Various inputs determine how the Fund’s investments are valued, all of which are categorized according to the three broad levels (Level 1, 2, or 3) detailed in the Schedule of

 

PGIM Jennison Equity Income Fund     27  


Notes to Financial Statements (continued)

 

Investments and referred to herein as the “fair value hierarchy” in accordance with FASB ASC Topic 820—Fair Value Measurements and Disclosures.

 

Common and preferred stocks, exchange-traded funds, and derivative instruments, such as futures or options, that are traded on a national securities exchange are valued at the last sale price as of the close of trading on the applicable exchange where the security principally trades. Securities traded via NASDAQ are valued at the NASDAQ official closing price. To the extent these securities are valued at the last sale price or NASDAQ official closing price, they are classified as Level 1 in the fair value hierarchy. In the event that no sale or official closing price on valuation date exists, these securities are generally valued at the mean between the last reported bid and ask prices, or at the last bid price in the absence of an ask price. These securities are classified as Level 2 in the fair value hierarchy.

 

Foreign equities traded on foreign securities exchanges are generally valued using pricing vendor services that provide model prices derived using adjustment factors based on information such as local closing price, relevant general and sector indices, currency fluctuations, depositary receipts, and futures, as applicable. Securities valued using such model prices are classified as Level 2 in the fair value hierarchy. The models generate an evaluated adjustment factor for each security, which is applied to the local closing price to adjust it for post closing market movements up to the time the Fund is valued. Utilizing that evaluated adjustment factor, the vendor provides an evaluated price for each security. If the vendor does not provide an evaluated price, securities are valued in accordance with exchange-traded common and preferred stock valuation policies discussed above.

 

Investments in open-end, non-exchange-traded mutual funds are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset values on the date of valuation.

 

Securities and other assets that cannot be priced according to the methods described above are valued based on pricing methodologies approved by the Board. In the event that unobservable inputs are used when determining such valuations, the securities will be classified as Level 3 in the fair value hierarchy.

 

When determining the fair value of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the Manager regarding the issuer or the markets or industry in which it operates.

 

28  


Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other unaffiliated mutual funds to calculate their net asset values.

 

Illiquid Securities: Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board approved Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of net assets. Illiquid securities are those that, because of the absence of a readily available market or due to legal or contractual restrictions on resale, may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Fund may find it difficult to sell illiquid securities at the time considered most advantageous by its subadviser and may incur transaction costs that would not be incurred in the sale of securities that were freely marketable.

 

Restricted Securities: Securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer are considered restricted as to disposition under federal securities law (“restricted securities”). Such restricted securities are valued pursuant to the valuation procedures noted above. Restricted securities that would otherwise be considered illiquid investments pursuant to the Fund’s LRMP because of legal restrictions on resale to the general public may be traded among qualified institutional buyers under Rule 144A of the Securities Act of 1933. Therefore, these Rule 144A securities, as well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act of 1933, may be classified higher than “illiquid” under the LRMP (i.e. “moderately liquid” or “less liquid” investments). However, the liquidity of the Fund’s investments in restricted securities could be impaired if trading does not develop or declines.

 

Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:

 

(i) market value of investment securities, other assets and liabilities—at the current rates of exchange;

 

(ii) purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such transactions.

 

Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not generally isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities held at the end of the period. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities sold during the period. Accordingly, holding period realized foreign currency gains (losses) are included in the reported net realized gains (losses) on investment transactions.

 

PGIM Jennison Equity Income Fund     29  


Notes to Financial Statements (continued)

 

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from the disposition of holdings of foreign currencies, currency gains (losses) realized between the trade and settlement dates on forward currency transactions, and the difference between the amounts of interest, dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) arise from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates.

 

Master Netting Arrangements: The Company, on behalf of the Fund, is subject to various Master Agreements, or netting arrangements, with select counterparties. These are agreements which a subadviser may have negotiated and entered into on behalf of all or a portion of the Fund. A master netting arrangement between the Fund and the counterparty permits the Fund to offset amounts payable by the Fund to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Fund to cover the Fund’s exposure to the counterparty. However, there is no assurance that such mitigating factors are easily enforceable. In addition to master netting arrangements, the right to set-off exists when all the conditions are met such that each of the parties owes the other determinable amounts, the reporting party has the right to set-off the amount owed with the amount owed by the other party, the reporting party intends to set-off and the right of set-off is enforceable by law. During the reporting period, there was no intention to settle on a net basis and all amounts are presented on a gross basis on the Statement of Assets and Liabilities.

 

Securities Lending: The Fund lends its portfolio securities to banks and broker-dealers. The loans are secured by collateral at least equal to the market value of the securities loaned. Collateral pledged by each borrower is invested in an affiliated money market fund and is marked to market daily, based on the previous day’s market value, such that the value of the collateral exceeds the value of the loaned securities. In the event of significant appreciation in value of securities on loan on the last business day of the reporting period, the financial statements may reflect a collateral value that is less than the market value of the loaned securities. Such shortfall is remedied as described above. Loans are subject to termination at the option of the borrower or the Fund. Upon termination of the loan, the borrower will return to the Fund securities identical to the loaned securities. Should the borrower of the securities fail financially, the Fund has the right to repurchase the securities in the open market using the collateral.

 

The Fund recognizes income, net of any rebate and securities lending agent fees, for lending its securities in the form of fees or interest on the investment of any cash received as collateral. The borrower receives all interest and dividends from the securities loaned and such payments are passed back to the lender in amounts equivalent thereto. The Fund also continues to recognize any unrealized gain (loss) in the market price of the securities loaned

 

30  


and on the change in the value of the collateral invested that may occur during the term of the loan. In addition, realized gain (loss) is recognized on changes in the value of the collateral invested upon liquidation of the collateral. Net earnings from securities lending are disclosed on the Statement of Operations as “Income from securities lending, net”.

 

Equity and Mortgage Real Estate Investment Trusts (collectively equity REITs): The Fund invested in equity REITs, which report information on the source of their distributions annually. Based on current and historical information, a portion of distributions received from equity REITs during the period is estimated to be dividend income, capital gain or return of capital and recorded accordingly. When material, these estimates are adjusted periodically when the actual source of distributions is disclosed by the equity REITs.

 

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains (losses) from investment and currency transactions are calculated on the specific identification method. Dividend income is recorded on the ex-date, or for certain foreign securities, when the Fund becomes aware of such dividends. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual. Net investment income or loss (other than class specific expenses and waivers, which are allocated as noted below) and unrealized and realized gains (losses) are allocated daily to each class of shares based upon the relative proportion of adjusted net assets of each class at the beginning of the day. Class specific expenses and waivers, where applicable, are charged to the respective share classes. Class specific expenses include distribution fees and distribution fee waivers, shareholder servicing fees, transfer agent’s fees and expenses, registration fees and fee waivers and/or expense reimbursements, as applicable.

 

Taxes: It is the Fund’s policy to continue to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net investment income and capital gains, if any, to its shareholders. Therefore, no federal income tax provision is required. Withholding taxes on foreign dividends, interest and capital gains, if any, are recorded, net of reclaimable amounts, at the time the related income is earned.

 

Tax reform legislation commonly referred to as the Tax Cuts and Jobs Act permits a direct REIT shareholder to claim a 20% “qualified business income” deduction for ordinary REIT dividends. The tax legislation did not expressly permit regulated investment companies (“RICs”) paying dividends attributable to such income to pass through this special treatment to its shareholders. On January 18, 2019, the Internal Revenue Service issued final regulations that expressly permit RICs to pass through “qualified REIT dividends” to their shareholders.

 

Dividends and Distributions: The Fund expects to pay dividends from net investment income quarterly. Distributions from net realized capital and currency gains, if any, are declared and paid annually. Dividends and distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from

 

PGIM Jennison Equity Income Fund     31  


Notes to Financial Statements (continued)

 

generally accepted accounting principles, are recorded on the ex-date. Permanent book/tax differences relating to income and gain (loss) are reclassified between total distributable earnings (loss) and paid-in capital in excess of par, as appropriate.

 

Estimates: The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

 

2. Agreements

 

The Company, on behalf of the Fund, has a management agreement with the Manager. Pursuant to this agreement, the Manager has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. In addition, under the management agreement, the Manager provides all of the administrative functions necessary for the organization, operation and management of the Fund. The Manager administers the corporate affairs of the Fund and, in connection therewith, furnishes the Fund with office facilities, together with those ordinary clerical and bookkeeping services which are not being furnished by the Fund’s custodian and the Fund’s transfer agent. The Manager is also responsible for the staffing and management of dedicated groups of legal, marketing, compliance and related personnel necessary for the operation of the Fund. The legal, marketing, compliance and related personnel are also responsible for the management and oversight of the various service providers to the Fund, including, but not limited to, the custodian, transfer agent, and accounting agent.

 

The Manager has entered into a subadvisory agreement with Jennison Associates LLC (“Jennison”). The subadvisory agreement provides that Jennison will furnish investment advisory services in connection with the management of the Fund. In connection therewith, Jennison is obligated to keep certain books and records of the Fund. The Manager pays for the services of Jennison, the cost of compensation of officers of the Fund, occupancy and certain clerical and bookkeeping costs of the Fund. The Fund bears all other costs and expenses.

 

Effective July 1, 2019, the management fee paid to the Manager is accrued daily and payable monthly at an annual rate of 0.745% of the Fund’s average daily net assets up to and including $500 million, 0.73% on the next $500 million, 0.625% on the next $1.5 billion, 0.60% on the next $5 billion, 0.58% on the next $2.5 billion and 0.56% of the Fund’s average daily net assets in excess of $10 billion. Prior to July 1, 2019, the management fee paid to the Manager was accrued daily and payable monthly at an annual rate of 0.77% of the Fund’s average daily net assets up to and including $500 million, 0.74% on the next $500 million, 0.725% on the next $1.5 billion, 0.70% on the next $5 billion, 0.675% on the next $2.5 billion and 0.65% of the Fund’s average daily net assets

 

32  


in excess of $10 billion. and 0.56% of the Fund’s average daily net assets in excess of $10 billion. The effective management fee rate before any waivers and/or expense reimbursements was 0.73% for the year ended October 31, 2019.

 

The Manager has contractually agreed, through February 28, 2021, to limit transfer agency, shareholder servicing, sub-transfer agency, and blue sky fees, as applicable, to the extent that such fees cause the total annual operating expenses to exceed 0.80% of average daily net assets for Class R6 shares. This contractual waiver excludes interest, brokerage, taxes (such as income and foreign withholding taxes, stamp duty and deferred tax expenses), acquired fund fees and expenses, extraordinary expenses, and certain other Fund expenses such as dividend and interest expense and broker charges on short sales. Where applicable, the Manager agrees to waive management fees or shared operating expenses on any share class to the same extent that it waives similar expenses on any other share class. In addition, total annual operating expenses for Class R6 shares will not exceed total annual operating expenses for Class Z shares. Fees and/or expenses waived and/or reimbursed by the Manager may be recouped by the Manager within the same fiscal year during which such waiver and/or reimbursement is made if such recoupment can be realized without exceeding the expense limit in effect at the time of the recoupment for that fiscal year.

 

The Company, on behalf of the Fund, has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Class A, Class B, Class C, Class R, Class Z and Class R6 shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A, Class B, Class C and Class R shares, pursuant to the plans of distribution (the “Distribution Plans”), regardless of expenses actually incurred by PIMS. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of the Class Z and Class R6 shares of the Fund.

 

Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to 0.30%, 1%, 1% and 0.75% of the average daily net assets of the Class A, Class B, Class C and Class R shares, respectively. PIMS has contractually agreed to limit such fees to 0.25% and 0.50% of the average daily net assets of the Class A and Class R shares, respectively, through February 28, 2021.

 

For the year ended October 31, 2019, PIMS received $324,468 in front-end sales charges resulting from sales of Class A shares. Additionally, for the year ended October 31, 2019, PIMS received $24,235 and $7,476 in contingent deferred sales charges imposed upon redemptions by certain Class B and Class C shareholders, respectively. From these fees, PIMS paid such sales charges to broker-dealers, who in turn paid commissions to salespersons and incurred other distribution costs.

 

PGIM Investments, PIMS and Jennison are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).

 

PGIM Jennison Equity Income Fund     33  


Notes to Financial Statements (continued)

 

 

3. Other Transactions with Affiliates

 

Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PGIM Investments and an indirect, wholly-owned subsidiary of Prudential, serves as the Fund’s transfer agent. Transfer agent’s fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.

 

The Fund may invest its overnight sweep cash in the PGIM Core Ultra Short Bond Fund (the “Core Fund”), and its securities lending cash collateral in the PGIM Institutional Money Market Fund (the “Money Market Fund”), each a series of Prudential Investment Portfolios 2, registered under the 1940 Act and managed by PGIM Investments. Through the Fund’s investments in the mentioned underlying funds, PGIM Investments and/or its affiliates are paid fees or reimbursed for providing their services. In addition to the realized and unrealized gains on investments in the Core Fund and Money Market Fund, earnings from such investments are disclosed on the Statement of Operations as “Affiliated dividend income” and “Income from securities lending, net”, respectively.

 

The Fund may enter into certain securities purchase or sale transactions under Board approved Rule 17a-7 procedures. Rule 17a-7 is an exemptive rule under the 1940 Act, that subject to certain conditions, permits purchase and sale transactions among affiliated investment companies, or between an investment company and a person that is affiliated solely by reason of having a common (or affiliated) investment adviser, common directors, and/or common officers. Pursuant to the Rule 17a-7 procedures and consistent with guidance issued by the SEC, the Company’s Chief Compliance Officer (“CCO”) prepares a quarterly summary of all such transactions for submission to the Board, together with the CCO’s written representation that all such 17a-7 transactions were effected in accordance with the Fund’s Rule 17a-7 procedures. For the year ended October 31, 2019, no 17a-7 transactions were entered into by the Fund.

 

4. Portfolio Securities

 

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Government securities) for the year ended October 31, 2019, were $1,067,165,818 and $1,478,025,366, respectively.

 

A summary of the cost of purchases and proceeds from sales of shares of affiliated investments for the year ended October 31, 2019, is presented as follows:

 

34  


Value,
Beginning
of Year
    Cost of
Purchases
    Proceeds
from Sales
    Change in
Unrealized
Gain
(Loss)
    Realized
Gain
(Loss)
    Value,
End of
Year
    Shares,
End of
Year
    Income  
 

PGIM Core Ultra Short Bond Fund*

         
$ 55,291,786     $ 460,338,488     $ 492,500,538     $     $     $ 23,129,736       23,129,736     $ 640,097  
 

PGIM Institutional Money Market Fund*

 
  108,930,290       1,037,549,270       1,087,691,821       18,219       (18,183     58,787,775       58,776,020       161,957 ** 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 
$ 164,222,076     $ 1,497,887,758     $ 1,580,192,359     $ 18,219     $ (18,183   $ 81,917,511       $ 802,054  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

 

*

The Fund did not have any capital gain distributions during the reporting period.

**

This amount is included in “Income from securities lending, net” on the Statement of Operations.

 

5. Distributions and Tax Information

 

Distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from generally accepted accounting principles, are recorded on the ex-date.

 

For the year ended October 31, 2019, the tax character of dividends paid by the Fund were $26,694,196 of ordinary income and $233,640,915 of long-term capital gains. For the year ended October 31, 2018, the tax character of dividends paid by the Fund were $44,046,938 of ordinary income and $67,841,616 of long-term capital gains.

 

As of October 31, 2019, the accumulated undistributed earnings on a tax basis were $2,932,986 of ordinary income and $115,066,122 of long-term capital gains.

 

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of October 31, 2019 were as follows:

 

Tax Basis

 

Gross

Unrealized

Appreciation

 

Gross

Unrealized

Depreciation

 

Net

Unrealized

Appreciation

$1,155,719,775   $209,297,913   $(28,870,589)   $180,427,324

 

The book basis differs from tax basis primarily due to deferred losses on wash sales and other cost basis differences.

 

The Manager has analyzed the Fund’s tax positions taken on federal, state and local income tax returns for all open tax years and has concluded that no provision for income tax is required in the Fund’s financial statements for the current reporting period. Since tax authorities can examine previously filed tax returns, the Fund’s U.S. federal and state tax returns for each of the four fiscal years up to the most recent fiscal year ended October 31, 2019 are subject to such review.

 

PGIM Jennison Equity Income Fund     35  


Notes to Financial Statements (continued)

 

 

6. Capital and Ownership

 

The Fund offers Class A, Class B, Class C, Class R, Class Z and Class R6 shares. Class A shares are sold with a maximum front-end sales charge of 5.50%. Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are subject to a contingent deferred sales charge (“CDSC”) of 1%, although they are not subject to an initial sales charge. The Class A CDSC is waived for certain retirement and/or benefit plans. A special exchange privilege is also available for shareholders who qualified to purchase Class A shares at net asset value. Class B shares are sold with a CDSC which declines from 5% to zero depending on the period of time the shares are held. Class B shares will automatically convert to Class A shares on a monthly basis approximately seven years after purchase. Class B shares are closed to new purchases. Class C shares are sold with a CDSC of 1% on sales made within 12 months of purchase. Class C shares will automatically convert to Class A shares on a monthly basis approximately 10 years after purchase. Class R, Class Z and Class R6 shares are not subject to any sales or redemption charge and are available exclusively for sale to a limited group of investors.

 

Under certain circumstances, an exchange may be made from specified share classes of the Fund to one or more other share classes of the Fund as presented in the table of transactions in shares of common stock.

 

The authorized capital stock of the Company is 5.5 billion shares, with a par value of $0.001 per share. Of the Company’s authorized capital stock, 2.770 billion authorized shares have been allocated to the Fund and divided into seven classes, designated Class A, Class B, Class C, Class R, Class Z, Class T and Class R6 common stock, each of which consists of 400 million, 20 million, 300 million, 75 million, 1,250 million, 650 million and 75 million authorized shares, respectively. The Fund currently does not have any Class T shares outstanding.

 

As of October 31, 2019, Prudential, through its affiliated entities, including affiliated funds (if applicable), owned 408,932 Class R shares, of the Fund. At reporting period end, eight shareholders of record, each holding greater than 5% of the Fund, held 65% of the Fund’s outstanding shares.

 

36  


Transactions in shares of common stock were as follows:

 

Class A

     Shares      Amount  

Year ended October 31, 2019:

       

Shares sold

       1,854,409      $ 25,648,853  

Shares issued in reinvestment of dividends and distributions

       7,222,026        87,716,405  

Shares reacquired

       (10,011,324      (140,114,500
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (934,889      (26,749,242

Shares issued upon conversion from other share class(es)

       7,692,599        110,131,659  

Shares reacquired upon conversion into other share class(es)

       (869,842      (12,448,370
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       5,887,868      $ 70,934,047  
    

 

 

    

 

 

 

Year ended October 31, 2018:

       

Shares sold

       1,391,935      $ 23,564,904  

Shares issued in reinvestment of dividends and distributions

       2,135,094        35,824,946  

Shares reacquired

       (8,004,478      (135,037,083
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (4,477,449      (75,647,233

Shares issued upon conversion from other share class(es)

       1,507,745        25,810,965  

Shares reacquired upon conversion into other share class(es)

       (1,787,241      (30,332,570
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (4,756,945    $ (80,168,838
    

 

 

    

 

 

 

Class B

               

Year ended October 31, 2019:

       

Shares sold

       96,793      $ 1,082,234  

Shares issued in reinvestment of dividends and distributions

       558,584        6,092,739  

Shares reacquired

       (916,716      (11,591,552
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (261,339      (4,416,579

Shares reacquired upon conversion into other share class(es)

       (1,157,876      (15,067,727
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (1,419,215    $ (19,484,306
    

 

 

    

 

 

 

Year ended October 31, 2018:

       

Shares sold

       53,945      $ 838,977  

Shares issued in reinvestment of dividends and distributions

       209,850        3,242,469  

Shares reacquired

       (1,252,953      (19,510,599
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (989,158      (15,429,153

Shares reacquired upon conversion into other share class(es)

       (1,263,055      (20,005,435
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (2,252,213    $ (35,434,588
    

 

 

    

 

 

 

Class C

               

Year ended October 31, 2019:

       

Shares sold

       1,443,185      $ 16,939,622  

Shares issued in reinvestment of dividends and distributions

       6,604,072        71,861,312  

Shares reacquired

       (10,964,287      (137,273,327
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (2,917,030      (48,472,393

Shares reacquired upon conversion into other share class(es)

       (8,385,746      (108,046,681
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (11,302,776    $ (156,519,074
    

 

 

    

 

 

 

Year ended October 31, 2018:

       

Shares sold

       880,850      $ 13,666,684  

Shares issued in reinvestment of dividends and distributions

       1,963,882        30,299,159  

Shares reacquired

       (9,089,353      (140,986,551
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (6,244,621      (97,020,708

Shares issued upon conversion from other share class(es)

       1,386        21,965  

Shares reacquired upon conversion into other share class(es)

       (2,337,504      (36,380,958
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (8,580,739    $ (133,379,701
    

 

 

    

 

 

 

 

PGIM Jennison Equity Income Fund     37  


Notes to Financial Statements (continued)

 

Class R

     Shares      Amount  

Year ended October 31, 2019:

       

Shares sold

       64,601      $ 902,638  

Shares issued in reinvestment of dividends and distributions

       365,472        4,427,752  

Shares reacquired

       (391,939      (5,602,611
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       38,134      $ (272,221
    

 

 

    

 

 

 

Year ended October 31, 2018:

       

Shares sold

       104,615      $ 1,767,710  

Shares issued in reinvestment of dividends and distributions

       114,609        1,923,221  

Shares reacquired

       (682,134      (11,561,794
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (462,910      (7,870,863

Shares reacquired upon conversion into other share class(es)

       (861      (14,245
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (463,771    $ (7,885,108
    

 

 

    

 

 

 

Class Z

               

Year ended October 31, 2019:

       

Shares sold

       2,129,689      $ 28,107,916  

Shares issued in reinvestment of dividends and distributions

       4,745,435        57,530,018  

Shares reacquired

       (13,875,399      (192,598,924
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (7,000,275      (106,960,990

Shares issued upon conversion from other share class(es)

       2,004,889        28,734,321  

Shares reacquired upon conversion into other share class(es)

       (264,970      (3,792,201
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (5,260,356    $ (82,018,870
    

 

 

    

 

 

 

Year ended October 31, 2018:

       

Shares sold

       1,187,630      $ 19,983,469  

Shares issued in reinvestment of dividends and distributions

       1,514,288        25,384,558  

Shares reacquired

       (11,978,925      (202,379,402
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (9,277,007      (157,011,375

Shares issued upon conversion from other share class(es)

       3,827,286        64,837,972  

Shares reacquired upon conversion into other share class(es)

       (371,625      (6,243,532
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (5,821,346    $ (98,416,935
    

 

 

    

 

 

 

Class R6

               

Year ended October 31, 2019:

       

Shares sold

       40,190      $ 573,817  

Shares issued in reinvestment of dividends and distributions

       52,040        633,111  

Shares reacquired

       (142,641      (1,982,895
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (50,411      (775,967

Shares issued upon conversion from other share class(es)

       34,798        488,999  
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (15,613    $ (286,968
    

 

 

    

 

 

 

Year ended October 31, 2018:

       

Shares sold

       26,767      $ 452,919  

Shares issued in reinvestment of dividends and distributions

       12,337        207,864  

Shares reacquired

       (108,238      (1,824,844
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (69,134      (1,164,061

Shares issued upon conversion from other share class(es)

       137,073        2,305,838  
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       67,939      $ 1,141,777  
    

 

 

    

 

 

 

 

38  


7. Borrowings

 

The Company, on behalf of the Fund, along with other affiliated registered investment companies (the “Funds”), is a party to a Syndicated Credit Agreement (“SCA”) with a group of banks. The purpose of the SCA is to provide an alternative source of temporary funding for capital share redemptions. The table below provides details of the current SCA in effect at the reporting period-end as well as the prior SCA.

 

      Current SCA    Prior SCA
Term of Commitment    10/3/2019 – 10/1/2020    10/4/2018 – 10/2/2019
Total Commitment    $ 900 million    $ 900 million
Annualized Commitment Fee on the Unused Portion of the SCA    0.15%    0.15%
Annualized Interest Rate on Borrowings    1.20% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate or (3) zero percent    1.25% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate or (3) zero percent

 

Certain affiliated registered investment companies that are parties to the SCA include portfolios that are subject to a predetermined mathematical formula used to manage certain benefit guarantees offered under variable annuity contracts. The formula may result in large scale asset flows into and out of these portfolios. Consequently, these portfolios may be more likely to utilize the SCA for purposes of funding redemptions. It may be possible for those portfolios to fully exhaust the committed amount of the SCA, thereby requiring the Manager to allocate available funding per a Board-approved methodology designed to treat the Funds in the SCA equitably.

 

The Fund did not utilize the SCA during the year ended October 31, 2019.

 

8. Risks of Investing in the Fund

 

The Fund’s risks include, but are not limited to, some or all of the risks discussed below:

 

Equity and Equity-Related Securities Risks: The value of a particular security could go down and you could lose money. In addition to an individual security losing value, the value of the equity markets or a sector in which the Fund invests could go down. The Fund’s holdings can vary significantly from broad market indexes and the performance of the Fund can deviate from the performance of these indexes. Different parts of a market can react differently to adverse issuer, market, regulatory, political and economic developments.

 

Foreign Securities Risk: The Fund’s investments in securities of foreign issuers or issuers with significant exposure to foreign markets involve additional risk. Foreign countries in which the Fund may invest may have markets that are less liquid, less regulated and more volatile than US markets. The value of the Fund’s investments may decline because of factors affecting the particular issuer as well as foreign markets and issuers generally, such as unfavorable government actions, and political or financial instability.

 

PGIM Jennison Equity Income Fund     39  


Notes to Financial Statements (continued)

 

Market and Credit Risk: Securities markets may be volatile and the market prices of the Fund’s securities may decline. Securities fluctuate in price based on changes in an issuer’s financial condition and overall market and economic conditions. If the market prices of the securities owned by the Fund fall, the value of an investment in the Fund will decline. Additionally, the Fund may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

 

Risks of Investing in equity REITs: Real estate securities are subject to similar risks as direct investments in real estate and mortgages, and their value will depend on the value of the underlying properties or the underlying loans or interests. The underlying loans may be subject to the risks of default or of payments that occur earlier or later than expected, and such loans may also include so-called “subprime” mortgages. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and interest rates. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties.

 

In addition, investing in equity REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the equity REITs, while mortgage REITs may be affected by the quality of any credit extended. Equity REITs are dependent upon management skills, may not be diversified geographically or by property/mortgage asset type, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. Since equity REITs are relatively smaller in size when compared to the broader market, and smaller companies tend to be more volatile than larger companies, they may be more volatile and/or more illiquid than other types of equity securities. Equity REITs are subject to interest rate risks. Equity REITs may incur significant amounts of leverage. The Fund will indirectly bear a portion of the expenses, including management fees, paid by each equity REIT in which it invests, in addition to the expenses of the Fund.

 

9. Recent Accounting Pronouncements and Reporting Updates

 

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, which changes certain fair value measurement disclosure requirements. The new ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the Fund’s policy for the timing of transfers between levels. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Manager has evaluated the implications of

 

40  


certain provisions of the ASU and has determined to early adopt aspects related to the removal and modification of certain fair value measurement disclosures under the ASU effective immediately. The Manager continues to evaluate certain other provisions of the ASU and does not expect a material impact to financial statement disclosures.

 

10. Subsequent Event

 

Effective as of December 18, 2019 the Fund changed its name from PGIM Jennison Equity Income Fund to PGIM Jennison Global Equity Income Fund. At that time, the Fund adopted new investment strategies as well as a new performance benchmark. The Fund’s performance discussed in this report reflect the Fund’s prior investment strategies and prior performance benchmark, which were in effect for the annual period ended October 31, 2019. This report does not reflect the Fund’s new investment strategies or the Fund’s new performance benchmark.

 

PGIM Jennison Equity Income Fund     41  


Financial Highlights

 

Class A Shares  
     Year Ended October 31,  
     2019     2018     2017     2016     2015  
Per Share Operating Performance(a):                                        
Net Asset Value, Beginning of Year     $16.18       $16.75       $14.68       $16.59       $17.88  
Income (loss) from investment operations:                                        
Net investment income (loss)     0.29       0.44       0.34       0.42       0.40  
Net realized and unrealized gain (loss) on investment and foreign currency transactions     0.62       (0.01     2.11       (0.66     (0.65
Total from investment operations     0.91       0.43       2.45       (0.24     (0.25
Less Dividends and Distributions:                                        
Dividends from net investment income     (0.29     (0.43     (0.38     (0.44     (0.34
Distributions from net realized gains     (2.35     (0.57     -       (1.23     (0.70
Total dividends and distributions     (2.64     (1.00     (0.38     (1.67     (1.04
Net asset value, end of year     $14.45       $16.18       $16.75       $14.68       $16.59  
Total Return(b):     9.02%       2.45%       16.88%       (1.00)%       (1.53)%  
Ratios/Supplemental Data:  
Net assets, end of year (in millions)     $603       $580       $680       $1,048       $1,585  
Average net assets (in millions)     $570       $648       $809       $1,253       $1,745  
Ratios to average net assets(c)(d):                                        
Expenses after waivers and/or expense reimbursement     1.16%       1.15%       1.14%       1.16%       1.13%  
Expenses before waivers and/or expense reimbursement     1.21%       1.20%       1.19%       1.21%       1.18%  
Net investment income (loss)     2.02%       2.58%       2.18%       2.84%       2.31%  
Portfolio turnover rate(e)     77%       88%       75%       48%       76%  

 

(a)

Calculated based on average shares outstanding during the year.

(b)

Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c)

Effective November 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(d)

Does not include expenses of the underlying funds in which the Fund invests.

(e)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

42  


Class B Shares  
     Year Ended October 31,  
     2019     2018     2017     2016     2015  
Per Share Operating Performance(a):                                        
Net Asset Value, Beginning of Year     $14.89       $15.49       $13.61       $15.51       $16.79  
Income (loss) from investment operations:                                        
Net investment income (loss)     0.16       0.27       0.21       0.28       0.25  
Net realized and unrealized gain (loss) on investment and foreign currency transactions     0.52       0.01       1.95       (0.61     (0.61
Total from investment operations     0.68       0.28       2.16       (0.33     (0.36
Less Dividends and Distributions:                                        
Dividends from net investment income     (0.18     (0.31     (0.28     (0.34     (0.22
Distributions from net realized gains     (2.35     (0.57     -       (1.23     (0.70
Total dividends and distributions     (2.53     (0.88     (0.28     (1.57     (0.92
Net asset value, end of year     $13.04       $14.89       $15.49       $13.61       $15.51  
Total Return(b):     8.07%       1.68%       15.98%       (1.73)%       (2.28)%  
Ratios/Supplemental Data:  
Net assets, end of year (in millions)     $24       $48       $85       $111       $147  
Average net assets (in millions)     $34       $66       $100       $126       $165  
Ratios to average net assets(c)(d):                                        
Expenses after waivers and/or expense reimbursement     2.01%       1.95%       1.89%       1.91%       1.88%  
Expenses before waivers and/or expense reimbursement     2.01%       1.95%       1.89%       1.91%       1.88%  
Net investment income (loss)     1.23%       1.70%       1.45%       2.04%       1.56%  
Portfolio turnover rate(e)     77%       88%       75%       48%       76%  

 

(a)

Calculated based on average shares outstanding during the year.

(b)

Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c)

Effective November 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(d)

Does not include expenses of the underlying funds in which the Fund invests.

(e)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

PGIM Jennison Equity Income Fund     43  


Financial Highlights (continued)

 

Class C Shares  
     Year Ended October 31,  
     2019     2018     2017     2016     2015  
Per Share Operating Performance(a):                                        
Net Asset Value, Beginning of Year     $14.84       $15.45       $13.57       $15.47       $16.75  
Income (loss) from investment operations:                                        
Net investment income (loss)     0.18       0.29       0.21       0.28       0.25  
Net realized and unrealized gain (loss) on investment and foreign currency transactions     0.52       - (b)      1.95       (0.61     (0.61
Total from investment operations     0.70       0.29       2.16       (0.33     (0.36
Less Dividends and Distributions:                                        
Dividends from net investment income     (0.20     (0.33     (0.28     (0.34     (0.22
Distributions from net realized gains     (2.35     (0.57     -       (1.23     (0.70
Total dividends and distributions     (2.55     (0.90     (0.28     (1.57     (0.92
Net asset value, end of year     $12.99       $14.84       $15.45       $13.57       $15.47  
Total Return(c):     8.27%       1.70%       16.03%       (1.73)%       (2.29)%  
Ratios/Supplemental Data:  
Net assets, end of year (in millions)     $295       $505       $658       $923       $1,285  
Average net assets (in millions)     $399       $597       $786       $1,075       $1,353  
Ratios to average net assets(d)(e):                                        
Expenses after waivers and/or expense reimbursement     1.85%       1.87%       1.89%       1.91%       1.88%  
Expenses before waivers and/or expense reimbursement     1.85%       1.87%       1.89%       1.91%       1.88%  
Net investment income (loss)     1.38%       1.84%       1.45%       2.06%       1.56%  
Portfolio turnover rate(f)     77%       88%       75%       48%       76%  

 

(a)

Calculated based on average shares outstanding during the year.

(b)

Less than $0.005 per share.

(c)

Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(d)

Effective November 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(e)

Does not include expenses of the underlying funds in which the Fund invests.

(f)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

44  


Class R Shares  
     Year Ended October 31,  
     2019     2018     2017     2016     2015  
Per Share Operating Performance(a):                                        
Net Asset Value, Beginning of Year     $16.18       $16.75       $14.68       $16.58       $17.88  
Income (loss) from investment operations:                                        
Net investment income (loss)     0.25       0.38       0.31       0.37       0.36  
Net realized and unrealized gain (loss) on investment and foreign currency transactions     0.62       - (b)      2.10       (0.64     (0.67
Total from investment operations     0.87       0.38       2.41       (0.27     (0.31
Less Dividends and Distributions:                                        
Dividends from net investment income     (0.25     (0.38     (0.34     (0.40     (0.29
Distributions from net realized gains     (2.35     (0.57     -       (1.23     (0.70
Total dividends and distributions     (2.60     (0.95     (0.34     (1.63     (0.99
Net asset value, end of year     $14.45       $16.18       $16.75       $14.68       $16.58  
Total Return(c):     8.69%       2.12%       16.59%       (1.19)%       (1.83)%  
Ratios/Supplemental Data:  
Net assets, end of year (in millions)     $26       $28       $37       $40       $44  
Average net assets (in millions)     $27       $33       $40       $42       $45  
Ratios to average net assets(d)(e):                                        
Expenses after waivers and/or expense reimbursement     1.44%       1.48%       1.39%       1.41%       1.38%  
Expenses before waivers and/or expense reimbursement     1.69%       1.73%       1.64%       1.66%       1.63%  
Net investment income (loss)     1.76%       2.24%       1.95%       2.48%       2.07%  
Portfolio turnover rate(f)     77%       88%       75%       48%       76%  

 

(a)

Calculated based on average shares outstanding during the year.

(b)

Less than $0.005 per share.

(c)

Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(d)

Effective November 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(e)

Does not include expenses of the underlying funds in which the Fund invests.

(f)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

PGIM Jennison Equity Income Fund     45  


Financial Highlights (continued)

 

Class Z Shares  
     Year Ended October 31,  
     2019     2018     2017     2016     2015  
Per Share Operating Performance(a):                                        
Net Asset Value, Beginning of Year     $16.18       $16.74       $14.67       $16.58       $17.88  
Income (loss) from investment operations:                                        
Net investment income (loss)     0.33       0.48       0.38       0.46       0.44  
Net realized and unrealized gain (loss) on investment and foreign currency transactions     0.61       0.01       2.11       (0.66     (0.66
Total from investment operations     0.94       0.49       2.49       (0.20     (0.22
Less Dividends and Distributions:                                        
Dividends from net investment income     (0.33     (0.48     (0.42     (0.48     (0.38
Distributions from net realized gains     (2.35     (0.57     -       (1.23     (0.70
Total dividends and distributions     (2.68     (1.05     (0.42     (1.71     (1.08
Net asset value, end of year     $14.44       $16.18       $16.74       $14.67       $16.58  
Total Return(b):     9.28%       2.79%       17.18%       (0.75)%       (1.33)%  
Ratios/Supplemental Data:  
Net assets, end of year (in millions)     $328       $452       $566       $1,229       $1,628  
Average net assets (in millions)     $375       $507       $861       $1,338       $1,780  
Ratios to average net assets(c)(d):                                        
Expenses after waivers and/or expense reimbursement     0.87%       0.88%       0.90%       0.91%       0.88%  
Expenses before waivers and/or expense reimbursement     0.87%       0.88%       0.90%       0.91%       0.88%  
Net investment income (loss)     2.33%       2.82%       2.46%       3.08%       2.56%  
Portfolio turnover rate(e)     77%       88%       75%       48%       76%  

 

(a)

Calculated based on average shares outstanding during the year.

(b)

Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c)

Effective November 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(d)

Does not include expenses of the underlying funds in which the Fund invests.

(e)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

46  


Class R6 Shares  
     Year Ended October 31,  
     2019     2018     2017     2016     2015  
Per Share Operating Performance(a):                                        
Net Asset Value, Beginning of Year     $16.20       $16.77       $14.69       $16.60       $17.90  
Income (loss) from investment operations:                                        
Net investment income (loss)     0.34       0.52       0.42       0.51       0.47  
Net realized and unrealized gain (loss) on investment and foreign currency transactions     0.62       (0.03     2.09       (0.69     (0.67
Total from investment operations     0.96       0.49       2.51       (0.18     (0.20
Less Dividends and Distributions:                                        
Dividends from net investment income     (0.34     (0.49     (0.43     (0.50     (0.40
Distributions from net realized gains     (2.35     (0.57     -       (1.23     (0.70
Total dividends and distributions     (2.69     (1.06     (0.43     (1.73     (1.10
Net asset value, end of year     $14.47       $16.20       $16.77       $14.69       $16.60  
Total Return(b):     9.41%       2.81%       17.32%       (0.62)%       (1.23)%  
Ratios/Supplemental Data:  
Net assets, end of year (in millions)     $3       $4       $3       $8       $27  
Average net assets (in millions)     $4       $4       $4       $20       $16  
Ratios to average net assets(c)(d):                                        
Expenses after waivers and/or expense reimbursement     0.80%       0.80%       0.80%       0.79%       0.78%  
Expenses before waivers and/or expense reimbursement     0.96%       1.19%       0.80%       0.79%       0.78%  
Net investment income (loss)     2.39%       3.08%       2.68%       3.43%       2.77%  
Portfolio turnover rate(e)     77%       88%       75%       48%       76%  

 

(a)

Calculated based on average shares outstanding during the year.

(b)

Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c)

Effective November 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(d)

Does not include expenses of the underlying funds in which the Fund invests.

(e)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

PGIM Jennison Equity Income Fund     47  


Report of Independent Registered Public Accounting Firm

 

To the Shareholders of PGIM Jennison Equity Income Fund and Board of Directors Prudential Investment Portfolios, Inc. 10:

 

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of PGIM Jennison Equity Income Fund, a series of Prudential Investment Portfolios, Inc. 10, (the Fund), including the schedule of investments, as of October 31, 2019, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period ended October 31, 2019, and the related notes (collectively, the financial statements) and the financial highlights for the years indicated therein. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period ended October 31, 2019, and the financial highlights for the years indicated therein, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of October 31, 2019, by correspondence with the custodian, transfer agent, and brokers, or by other appropriate auditing procedures when replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

 

We have served as the auditor of one or more PGIM and/or Prudential Retail investment companies since 2003.

 

New York, New York

December 16, 2019

 

48  


Federal Income Tax Information (unaudited)

 

We are advising you that during the fiscal year ended October 31, 2019, the Fund reports the maximum amount allowed per share but not less than $2.35 for Class A, B, C, R, Z and R6 shares as a capital gain distribution in accordance with Section 852(b)(3)(C) of the Internal Revenue Code.

 

For the year ended October 31, 2019, the Fund reports the maximum amount allowable under Section 854 of the Internal Revenue Code, but not less than, the following percentages of the ordinary income dividends paid as: 1) qualified dividend income (QDI); 2) eligible for corporate dividend received deduction (DRD):

 

       QDI      DRD  

PGIM Jennison Equity Income Fund

       100.00      100.00

 

In January 2020 you will be advised on IRS Form 1099-DIV or substitute 1099-DIV as to the federal tax status of the dividends and distributions received by you in calendar year 2019.

 

PGIM Jennison Equity Income Fund     49  


INFORMATION ABOUT BOARD MEMBERS AND OFFICERS (unaudited)

Information about Board Members and Officers of the Fund is set forth below. Board Members who are not deemed to be “interested persons” of the Fund, as defined in the 1940 Act, are referred to as “Independent Board Members.” Board Members who are deemed to be “interested persons” of the Fund are referred to as “Interested Board Members.” The Board Members are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Board in turn elects the Officers, who are responsible for administering the day-to-day operations of the Fund.

 

Independent Board Members          
       

Name

Date of Birth

Position(s)

Portfolios Overseen

   Principal Occupation(s)
During Past Five Years
  

Other Directorships
Held During

Past Five Years

   Length of
Board Service
       

Ellen S. Alberding

3/11/58

Board Member

Portfolios Overseen: 96

   President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); Vice Chair, City Colleges of Chicago (community college system) (2011-2015); Trustee, National Park Foundation (charitable foundation for national park system) (2009-2018); Trustee, Economic Club of Chicago (since 2009); Trustee, Loyola University (since 2018).    None.    Since September 2013
       

Kevin J. Bannon

7/13/52

Board Member

Portfolios Overseen: 96

   Retired; Managing Director (April 2008-May 2015) and Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May 2003-May 2007) of BNY Hamilton Family of Mutual Funds.    Director of Urstadt Biddle Properties (equity real estate investment trust) (since September 2008).    Since July 2008

 

PGIM Jennison Equity Income Fund


Independent Board Members          
       

Name

Date of Birth

Position(s)

Portfolios Overseen

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held During

Past Five Years

  

Length of

Board Service

       

Linda W. Bynoe

7/9/52

Board Member

Portfolios Overseen: 96

   President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Ltd. (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer).    Director of Anixter International, Inc. (communication products distributor) (since January 2006); Director of Northern Trust Corporation (financial services) (since April 2006); Trustee of Equity Residential (residential real estate) (since December 2009).    Since March 2005
       

Barry H. Evans

11/2/60

Board Member

Portfolios Overseen: 95

   Retired; formerly President (2005 – 2016), Global Chief Operating Officer (2014–2016), Chief Investment Officer – Global Head of Fixed Income (1998-2014), and various portfolio manager roles (1986-2006), Manulife Asset Management U.S.    Formerly Director, Manulife Trust Company (2011-2018); formerly Director, Manulife Asset Management Limited (2015-2017); formerly Chairman of the Board of Directors of Manulife Asset Management U.S. (2005-2016); formerly Chairman of the Board, Declaration Investment Management and Research (2008-2016).    Since September 2017
       

Keith F. Hartstein

10/13/56

Board Member & Independent Chair Portfolios Overseen: 96

   Retired; Member (since November 2014) of the Governing Council of the Independent Directors Council (organization of independent mutual fund directors); formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008).    None.    Since September 2013

 

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Independent Board Members          
       

Name

Date of Birth

Position(s)

Portfolios Overseen

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held During

Past Five Years

  

Length of

Board Service

       

Laurie Simon Hodrick 9/29/62

Board Member

Portfolios Overseen: 95

   A. Barton Hepburn Professor Emerita of Economics in the Faculty of Business, Columbia Business School (since 2018); Visiting Professor of Law, Stanford Law School (since 2015); Visiting Fellow at the Hoover Institution, Stanford University (since 2015); Sole Member, ReidCourt LLC (since 2008) (a consulting firm); formerly A. Barton Hepburn Professor of Economics in the Faculty of Business, Columbia Business School (1996-2017); formerly Managing Director, Global Head of Alternative Investment Strategies, Deutsche Bank (2006-2008).    Independent Director, Synnex Corporation (since April 2019) (information technology); Independent Director, Kabbage, Inc. (since July 2018) (financial services); Independent Director, Corporate Capital Trust (2017-2018) (a business development company).    Since September 2017
       

Michael S. Hyland, CFA 10/4/45

Board Member

Portfolios Overseen: 96

   Retired (since February 2005); formerly Senior Managing Director (July 2001-February 2005) of Bear Stearns & Co, Inc.; Global Partner, INVESCO (1999-2001); Managing Director and President of Salomon Brothers Asset Management (1989-1999).    None.    Since July 2008
       

Brian K. Reid

9/22/61

Board Member

Portfolios Overseen: 95

   Retired; formerly Chief Economist for the Investment Company Institute (ICI) (2005-2017); formerly Senior Economist and Director of Industry and Financial Analysis at the ICI (1998-2004); formerly Senior Economist, Industry and Financial Analysis at the ICI (1996-1998); formerly Staff Economist at the Federal Reserve Board (1989-1996); Director, ICI Mutual Insurance Company (2012-2017).    None.    Since March 2018

 

 

PGIM Jennison Equity Income Fund


Independent Board Members

           
       

Name

Date of Birth

Position(s)

Portfolios Overseen

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held During

Past Five Years

   Length of
Board Service
       

Grace C. Torres

6/28/59

Board Member

Portfolios Overseen: 95

   Retired; formerly Treasurer and Principal Financial and Accounting Officer of the PGIM Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of PGIM Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc.    Formerly Director (July 2015-January 2018) of Sun Bancorp, Inc. N.A. and Sun National Bank; Director (since January 2018) of OceanFirst Financial Corp. and OceanFirst Bank.    Since November 2014

 

Interested Board Members

           
       

Name

Date of Birth

Position(s)

Portfolios Overseen

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held During

Past Five Years

   Length of
Board Service
       

Stuart S. Parker

10/5/62

Board Member &

President

Portfolios Overseen: 96

   President of PGIM Investments LLC (formerly known as Prudential Investments LLC) (since January 2012); Executive Vice President of Prudential Investment Management Services LLC (since December 2012); formerly Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of PGIM Investments LLC (June 2005-December 2011).    None.    Since January 2012

 

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Interested Board Members

           
       

Name

Date of Birth

Position(s)

Portfolios Overseen

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held During

Past Five Years

  

Length of

Board Service

       

Scott E. Benjamin

5/21/73

Board Member & Vice President

Portfolios Overseen:96

   Executive Vice President (since June 2009) of PGIM Investments LLC; Executive Vice President (June 2009-June 2012) and Vice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, PGIM Investments (since February 2006); formerly Vice President of Product Development and Product Management, PGIM Investments LLC (2003-2006).    None.    Since March 2010

 

Fund Officers(a)            
     

Name

Date of Birth

Fund Position

   Principal Occupation(s) During Past Five Years    Length of
Service as Fund
Officer
     

Raymond A. O’Hara

9/11/55

Chief Legal Officer

   Vice President and Corporate Counsel (since July 2010) of Prudential Insurance Company of America (Prudential); Vice President (March 2011-Present) of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey; Vice President and Corporate Counsel (March 2011-Present) of Prudential Annuities Life Assurance Corporation; Chief Legal Officer of PGIM Investments LLC (since June 2012); Chief Legal Officer of Prudential Mutual Fund Services LLC (since June 2012) and Corporate Counsel of AST Investment Services, Inc. (since June 2012); formerly Assistant Vice President and Corporate Counsel (September 2008-July 2010) of The Hartford Financial Services Group, Inc.; formerly Associate (September 1980-December 1987) and Partner (January 1988–August 2008) of Blazzard & Hasenauer, P.C. (formerly, Blazzard, Grodd & Hasenauer, P.C.).   

Since June 2012

 

PGIM Jennison Equity Income Fund


Fund Officers(a)          
     

Name

Date of Birth

Fund Position

   Principal Occupation(s) During Past Five Years    Length of Service as Fund Officer
     

Dino Capasso

8/19/74

Chief Compliance Officer

   Chief Compliance Officer (July 2019-Present) of PGIM Investments LLC; Chief Compliance Officer (July 2019-Present) of the PGIM Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., PGIM Global High Yield Fund, Inc., and PGIM High Yield Bond Fund, Inc.; Vice President and Deputy Chief Compliance Officer (June 2017-2019) of PGIM Investments LLC; formerly, Senior Vice President and Senior Counsel (January 2016-June 2017), and Vice President and Counsel (February 2012-December 2015) of Pacific Investment Management Company LLC.    Since March 2018
     

Andrew R. French

12/22/62

Secretary

   Vice President of PGIM Investments LLC (December 2018-Present); formerly Vice President and Corporate Counsel (February 2010-December 2018) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PGIM Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC.    Since October 2006
     

Jonathan D. Shain

8/9/58

Assistant Secretary

   Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PGIM Investments LLC; Vice President and Assistant Secretary (since February 2001) of Prudential Mutual Fund Services LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.    Since May 2005
     

Claudia DiGiacomo

10/14/74

Assistant Secretary

   Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PGIM Investments LLC (since December 2005); formerly Associate at Sidley Austin Brown & Wood LLP (1999-2004).    Since December 2005
     

Diana N. Huffman

4/14/82

Assistant Secretary

   Vice President and Corporate Counsel (since September 2015) of Prudential; formerly Associate at Willkie Farr & Gallagher LLP (2009-2015).    Since March 2019
     

Kelly A. Coyne

8/8/68

Assistant Secretary

   Director, Investment Operations of Prudential Mutual Fund Services LLC (since 2010).    Since March 2015
     

Christian J. Kelly

5/5/75

Treasurer and Principal

Financial

and Accounting Officer

   Vice President, Head of Fund Administration of PGIM Investments LLC (since November 2018); formerly, Director of Fund Administration of Lord Abbett & Co. LLC (2009-2018), Treasurer and Principal Accounting Officer of the Lord Abbett Family of Funds (2017-2018); Director of Accounting, Avenue Capital Group (2008-2009); Senior Manager, Investment Management Practice of Deloitte & Touche LLP (1998-2007).    Since January 2019

 

 

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Fund Officers(a)          
     

Name

Date of Birth

Fund Position

   Principal Occupation(s) During Past Five Years    Length of Service as Fund Officer
     

Lana Lomuti

6/7/67

Assistant Treasurer

   Vice President (since 2007) and Director (2005-2007), within PGIM Investments Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc.    Since April 2014
     

Russ Shupak

10/08/73

Assistant Treasurer

   Vice President (since 2017) and Director (2013-2017), within PGIM Investments Fund Administration.    Since October 2019
     

Deborah Conway

3/26/69

Assistant Treasurer

   Vice President (since 2017) and Director (2007-2017), within PGIM Investments Fund Administration.    Since October 2019
     

Elyse M. McLaughlin

1/20/74

Assistant Treasurer

   Vice President (since 2017) and Director (2011-2017), within PGIM Investments Fund Administration.    Since October 2019
     

Charles H. Smith

1/11/73

Anti-Money Laundering

Compliance Officer

   Vice President, Corporate Compliance, Anti-Money Laundering Unit (since January 2015) of Prudential; committee member of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (since January 2016); formerly Global Head of Economic Sanctions Compliance at AIG Property Casualty (February 2007-December 2014); Assistant Attorney General at the New York State Attorney General’s Office, Division of Public Advocacy. (August 1998-January 2007).    Since January 2017

(a) Excludes Mr. Parker and Mr. Benjamin, interested Board Members who also serve as President and Vice President, respectively.

Explanatory Notes to Tables:

 

 

Board Members are deemed to be “Interested,” as defined in the 1940 Act, by reason of their affiliation with PGIM Investments LLC and/or an affiliate of PGIM Investments LLC.

 

 

Unless otherwise noted, the address of all Board Members and Officers is c/o PGIM Investments LLC, 655 Broad Street, Newark, New Jersey 07102-4410.

 

 

There is no set term of office for Board Members or Officers. The Board Members have adopted a retirement policy, which calls for the retirement of Board Members on December 31 of the year in which they reach the age of 75.

 

 

“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the 1934 Act (that is, “public companies”) or other investment companies registered under the 1940 Act.

 

 

“Portfolios Overseen” includes all investment companies managed by PGIM Investments LLC. The investment companies for which PGIM Investments LLC serves as manager include the PGIM Funds, The Prudential Variable Contract Accounts, PGIM ETF Trust, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc., The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc. and the Advanced Series Trust.

 

 

PGIM Jennison Equity Income Fund


Approval of Advisory Agreements (unaudited)

 

The Fund’s Board of Directors

 

The Board of Directors (the “Board”) of PGIM Jennison Equity Income Fund (the “Fund”)1 consists of eleven individuals, nine of whom are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Directors”).2 The Board is responsible for the oversight of the Fund and its operations, and performs the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Directors have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Director. The Board has established four standing committees: the Audit Committee, the Nominating and Governance Committee, and two Investment Committees. Each committee is chaired by, and composed of, Independent Directors.

 

Annual Approval of the Fund’s Advisory Agreements

 

As required under the 1940 Act, the Board determines annually whether to renew the Fund’s management agreement with PGIM Investments LLC (“PGIM Investments”) and the Fund’s subadvisory agreement with Jennison Associates LLC (“Jennison”). In considering the renewal of the agreements, the Board, including all of the Independent Directors, met on May 30, 2019 and on June 11-13, 2019 and approved the renewal of the agreements through July 31, 2020 after concluding that the renewal of the agreements was in the best interests of the Fund and its shareholders.

 

In advance of the meetings, the Board requested and received materials relating to the agreements, and had the opportunity to ask questions and request further information in connection with its consideration. Among other things, the Board considered comparative fee information from PGIM Investments and Jennison. Also, the Board considered comparisons with other mutual funds in relevant Peer Universes and Peer Groups, as is further discussed below.

 

In approving the agreements, the Board, including the Independent Directors advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services provided by PGIM Investments and the subadviser, the performance of the Fund, the profitability of PGIM Investments and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders as the Fund’s assets grow. In their deliberations, the Directors did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund. In connection with its deliberations, the Board

 

1 

PGIM Jennison Equity Income Fund is a series of Prudential Investment Portfolios, Inc. 10.

2 

Grace C. Torres was an Interested Director of the Fund at the time the Board considered and approved the renewal of the Fund’s advisory agreements, but has since become an Independent Director of the Fund.

 

PGIM Jennison Equity Income Fund


Approval of Advisory Agreements (continued)

 

considered information provided by PGIM Investments throughout the year at regular Board meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on May 30, 2019 and on June 11-13, 2019.

 

The Directors determined that the overall arrangements between the Fund and PGIM Investments, which serves as the Fund’s investment manager pursuant to a management agreement, and between PGIM Investments and Jennison, which serves as the Fund’s subadviser pursuant to the terms of a subadvisory agreement with PGIM Investments, are in the best interests of the Fund and its shareholders in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment.

 

The material factors and conclusions that formed the basis for the Directors’ reaching their determinations to approve the continuance of the agreements are separately discussed below.

 

Nature, Quality and Extent of Services

 

The Board received and considered information regarding the nature, quality and extent of services provided to the Fund by PGIM Investments and Jennison. The Board noted that Jennison is affiliated with PGIM Investments. The Board considered the services provided by PGIM Investments, including but not limited to the oversight of the subadviser for the Fund, as well as the provision of fund recordkeeping, compliance and other services to the Fund, and PGIM Investments’ role as administrator for the Fund’s liquidity risk management program. With respect to PGIM Investments’ oversight of the subadviser, the Board noted that PGIM Investments’ Strategic Investment Research Group (“SIRG”), which is a business unit of PGIM Investments, is responsible for monitoring and reporting to PGIM Investments’ senior management on the performance and operations of the subadviser. The Board also considered that PGIM Investments pays the salaries of all of the officers and interested Directors of the Fund who are part of Fund management. The Board also considered the investment subadvisory services provided by Jennison, including investment research and security selection, as well as adherence to the Fund’s investment restrictions and compliance with applicable Fund policies and procedures. The Board considered PGIM Investments’ evaluation of the subadviser, as well as PGIM Investments’ recommendation, based on its review of the subadviser, to renew the subadvisory agreement.

 

The Board considered the qualifications, backgrounds and responsibilities of PGIM Investments’ senior management responsible for the oversight of the Fund and Jennison, and also considered the qualifications, backgrounds and responsibilities of the Jennison portfolio managers who are responsible for the day-to-day management of the Fund’s portfolio. The Board was provided with information pertaining to PGIM Investments’ and Jennison’s organizational structure, senior management, investment operations, and other

 

Visit our website at pgiminvestments.com  


relevant information pertaining to PGIM Investments and Jennison. The Board also noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer (“CCO”) as to each of PGIM Investments and Jennison.

 

The Board concluded that it was satisfied with the nature, extent and quality of the investment management services provided by PGIM Investments and the subadvisory services provided to the Fund by Jennison, and that there was a reasonable basis on which to conclude that the Fund benefits from the services provided by PGIM Investments and Jennison under the management and subadvisory agreements.

 

Costs of Services and Profits Realized by PGIM Investments

 

The Board was provided with information on the profitability of PGIM Investments and its affiliates in serving as the Fund’s investment manager. The Board discussed with PGIM Investments the methodology utilized in assembling the information regarding profitability and considered its reasonableness. The Board recognized that it is difficult to make comparisons of profitability from fund management contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the adviser’s capital structure and cost of capital. Taking these factors into account, the Board concluded that the profitability of PGIM Investments and its affiliates in relation to the services rendered was not unreasonable.

 

Economies of Scale

 

The Board received and discussed information concerning economies of scale that PGIM Investments may realize as the Fund’s assets grow beyond current levels. The Board noted that the management fee schedule for the Fund includes breakpoints, which have the effect of decreasing the fee rate as assets increase. During the course of time, the Board has considered information regarding the launch date of the Fund, the management fees of the Fund compared to those of similarly managed funds and PGIM Investments’ investment in the Fund over time .The Board noted that economies of scale can be shared with the Fund in other ways, including low management fees from inception, additional technological and personnel investments to enhance shareholder services, and maintaining existing expense structures in the face of a rising cost environment. The Board also considered PGIM Investments’ assertion that it continually evaluates the management fee schedule of the Fund and the potential to share economies of scale through breakpoints or fee waivers as asset levels increase.

 

The Board recognized the inherent limitations of any analysis of economies of scale, stemming largely from the Board’s understanding that most of PGIM Investments’ costs are not specific to individual funds, but rather are incurred across a variety of products and services.

 

PGIM Jennison Equity Income Fund


Approval of Advisory Agreements (continued)

 

 

Other Benefits to PGIM Investments and Jennison

 

The Board considered potential ancillary benefits that might be received by PGIM Investments and Jennison and their affiliates as a result of their relationship with the Fund. The Board concluded that potential benefits to be derived by PGIM Investments included transfer agency fees received by the Fund’s transfer agent (which is affiliated with PGIM Investments), and benefits to its reputation as well as other intangible benefits resulting from PGIM Investments’ association with the Fund. The Board concluded that the potential benefits to be derived by Jennison included its ability to use soft dollar credits, as well as the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to its reputation. The Board concluded that the benefits derived by PGIM Investments and Jennison were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.

 

Performance of the Fund / Fees and Expenses

 

The Board considered certain additional factors and made related conclusions relating to the historical performance of the Fund for the one-, three-, five- and ten-year periods ended December 31, 2018.

 

The Board also considered the Fund’s actual management fee, as well as the Fund’s net total expense ratio, for the fiscal year ended October 31, 2018. The Board considered the management fee for the Fund as compared to the management fee charged by PGIM Investments to other funds and the fee charged by other advisers to comparable mutual funds in a Peer Group. The actual management fee represents the fee rate actually paid by Fund shareholders and includes any fee waivers or reimbursements. The net total expense ratio for the Fund represents the actual expense ratio incurred by Fund shareholders.

 

The mutual funds included in the Peer Universe, which was used to consider performance, and the Peer Group, which was used to consider fees and expenses, were objectively determined by Broadridge, an independent provider of mutual fund data. In certain circumstances, PGIM Investments also provided supplemental Peer Universe or Peer Group information, for reasons addressed with the Board. The comparisons placed the Fund in various quartiles over various periods, with the first quartile being the best 25% of the mutual funds (for performance, the best performing mutual funds and, for expenses, the lowest cost mutual funds).

 

The section below summarizes key factors considered by the Board and the Board’s conclusions regarding the Fund’s performance, fees and overall expenses. The table sets forth net performance comparisons (which reflect the impact on performance of fund

 

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expenses, or any subsidies, expense caps or waivers that may be applicable) with the Peer Universe, actual management fees with the Peer Group (which reflect the impact of any subsidies or fee waivers), and net total expenses with the Peer Group, each of which were key factors considered by the Board.

 

Net Performance    1 Year    3 Years    5 Years    10 Years
    

2nd Quartile

   4th Quartile    4th Quartile    1st  Quartile
Actual Management Fees: 4th Quartile
Net Total Expenses: 4th Quartile

 

   

The Board noted that the Fund outperformed its benchmark index over the one- and ten-year periods, though it underperformed over the three- and five-year periods.

   

The Board and PGIM Investments agreed to retain the existing contractual expense cap which (exclusive of certain fees and expenses) limits transfer agency, shareholder servicing, sub transfer agency and blue sky fees to the extent that such fees cause total annual operating expenses for Class R6 shares to exceed 0.80% through February 29, 2020.

   

The Board and PGIM Investments also agreed to contractually reduce the Fund’s management fee schedule such that effective July 1, 2019, the new management fee schedule is 0.745% to $500 million, 0.73% over $500 million to $1 billion, 0.625% over $1 billion to $2.5 billion, 0.60% over $2.5 billion to $7.5 billion, 0.58% over $7.5 billion to $10 billion, and 0.56% over $10 billion.

   

The Board and PGIM Investments also agreed to contractually reduce the Fund’s subadvisory fee schedule such that effective July 1, 2019, the new subadvisory fee is 0.37% to $500 million, 0.35% over $500 million to $1 billion, 0.305% over $1 billion to $3 billion, 0.29% over $3 billion to $5 billion, and 0.28% over $5 billion.

   

In addition, PGIM Investments will waive management fees or shared operating expenses on any share class to the same extent that it waives such expenses on any other share class, and has agreed that total annual fund operating expenses for Class R6 shares will not exceed total annual fund operating expenses for Class Z shares.

   

The Board concluded that, in light of the above, it would be in the best interests of the Fund and its shareholders to continue to continue to monitor performance and to renew the agreements.

   

The Board concluded that the management fees (including subadvisory fees) and total expenses were reasonable in light of the services provided.

 

*    *    *

 

After full consideration of these factors, the Board concluded that approval of the agreements was in the best interests of the Fund and its shareholders.

 

PGIM Jennison Equity Income Fund


Supplement dated December 18, 2019

to the Currently Effective Summary Prospectus, Prospectus

and Statement of Additional Information of the Funds Listed Below

 

This supplement should be read in conjunction with your Summary Prospectus, Statutory Prospectus and Statement of Additional Information, be retained for future reference and is in addition to any existing Fund supplements.

 

The Board of Directors/Trustees for each Fund listed below has approved the conversion of all issued and outstanding Class B shares of the Funds to Class A shares of the same Fund, effective on or about June 26, 2020.

 

As a result, effective on or about the close of business on June 26, 2020, all of the issued and outstanding Class B shares of a Fund will be converted into Class A shares of that Fund with the same relative aggregate net asset value as the Class B shares held immediately prior to the conversion. Class A shares currently have lower total expense ratios, and equal or lower distribution fees and shareholder servicing fees payable under the Fund’s 12b-1 plan than Class B shares. No sales load, fee, or other charge will be imposed on the conversion of these shares. Class A shares are not subject to the contingent deferred sales charge (if any) currently charged on the redemption of Class B shares. Please refer to your Fund’s Prospectus for more information regarding Class A shares. The conversion is not expected to be a taxable event for federal income tax purposes and should not result in recognition of gain or loss by converting shareholders.

 

LR1263


 

The Prudential Investment Portfolios, Inc.

PGIM Balanced Fund

PGIM Jennison Focused Value Fund

PGIM Jennison Growth Fund

Prudential Investment Portfolios 3

PGIM Jennison Focused Growth Fund

PGIM QMA Large-Cap Value Fund

PGIM Real Assets Fund

Prudential Investment Portfolios 4

PGIM Muni High Income Fund

Prudential Investment Portfolios 5

PGIM Jennison Diversified Growth Fund

Prudential Investment Portfolios 6

PGIM California Muni Income Fund

Prudential Investment Portfolios 7

PGIM Jennison Value Fund

Prudential Investment Portfolios 9

PGIM QMA Large-Cap Core Equity Fund

Prudential Investment Portfolios, Inc. 10

PGIM Jennison Global Equity Income Fund

PGIM QMA Mid-Cap Value Fund

Prudential Investment Portfolios 12

PGIM Global Real Estate Fund

PGIM US Real Estate Fund

Prudential Investment Portfolios, Inc. 14

PGIM Government Income Fund

Prudential Investment Portfolios, Inc. 15

PGIM High Yield Fund

 

Prudential Investment Portfolios 16

PGIM Income Builder Fund

Prudential Investment Portfolios, Inc. 17

PGIM Total Return Bond Fund

Prudential Investment Portfolios 18

PGIM Jennison 20/20 Focus Fund

Prudential Global Total Return Fund, Inc.

PGIM Global Total Return Fund

Prudential Jennison Blend Fund, Inc.

PGIM Jennison Blend Fund

Prudential Jennison Mid-Cap Growth Fund, Inc.

PGIM Jennison Mid-Cap Growth Fund

Prudential Jennison Natural Resources Fund, Inc.

PGIM Jennison Natural Resources Fund

Prudential Jennison Small Company Fund, Inc.

PGIM Jennison Small Company Fund

Prudential Government Money Market Fund, Inc.

PGIM Government Money Market Fund

Prudential National Muni Fund, Inc.

PGIM National Muni Fund

Prudential Sector Funds, Inc.

PGIM Jennison Financial Services Fund

PGIM Jennison Health Sciences Fund

PGIM Jennison Utility Fund

Prudential Short-Term Corporate Bond Fund, Inc.

PGIM Short-Term Corporate Bond Fund

Prudential World Fund, Inc.

PGIM QMA International Equity Fund


 MAIL    TELEPHONE    WEBSITE

655 Broad Street

Newark, NJ 07102

 

(800) 225-1852

 

pgiminvestments.com

 

PROXY VOTING
The Board of Directors of the Fund has delegated to the Fund’s subadviser the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Fund. A description of these proxy voting policies and procedures is available without charge, upon request, by calling (800) 225-1852. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the Fund’s website and on the Securities and Exchange Commission’s website.

 

DIRECTORS
Ellen S. Alberding Kevin J. Bannon Scott E. Benjamin Linda W. Bynoe Barry H. Evans Keith F. Hartstein Laurie Simon Hodrick Michael S. Hyland Stuart S. Parker Brian K. Reid  Grace C. Torres

 

OFFICERS
Stuart S. Parker, President Scott E. Benjamin, Vice President Christian J. Kelly, Treasurer and Principal Financial and Accounting Officer Raymond A. O’Hara, Chief Legal Officer Dino Capasso, Chief Compliance Officer Charles H. Smith, Anti-Money Laundering Compliance Officer Andrew R. French, Secretary Jonathan D. Shain, Assistant Secretary Claudia DiGiacomo, Assistant Secretary Diana N. Huffman, Assistant Secretary Kelly A. Coyne, Assistant Secretary Lana Lomuti, Assistant Treasurer Russ Shupak, Assistant Treasurer Elyse McLaughlin, Assistant Treasurer Deborah Conway, Assistant Treasurer

 

MANAGER   PGIM Investments LLC   655 Broad Street
Newark, NJ 07102

 

SUBADVISER   Jennison Associates LLC   466 Lexington Avenue
New York, NY 10017

 

DISTRIBUTOR   Prudential Investment Management Services LLC   655 Broad Street
Newark, NJ 07102

 

CUSTODIAN   The Bank of New York Mellon  

240 Greenwich Street

New York, NY 10286

 

TRANSFER AGENT   Prudential Mutual Fund Services LLC  

PO Box 9658

Providence, RI 02940

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   KPMG LLP  

345 Park Avenue

New York, NY 10154

 

FUND COUNSEL   Willkie Farr & Gallagher LLP  

787 Seventh Avenue

New York, NY 10019

 


An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The prospectus and summary prospectus contain this and other information about the Fund. An investor may obtain the prospectus and summary prospectus by visiting our website at pgiminvestments.com or by calling (800) 225-1852. The prospectus and summary prospectus should be read carefully before investing.

 

E-DELIVERY
To receive your mutual fund documents online, go to pgiminvestments.com/edelivery and enroll. Instead of receiving printed documents by mail, you will receive notification via email when new materials are available. You can cancel your enrollment or change your email address at any time by visiting the website address above.

 

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
Shareholders can communicate directly with the Board of Directors by writing to the Chair of the Board, PGIM Jennison Equity Income Fund, PGIM Investments, Attn: Board of Directors, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Director by writing to the same address. Communications are not screened before being delivered to the addressee.

 

AVAILABILITY OF PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission on Form N-PORT. The Fund’s Form N-PORT filings are available on the Commission’s website at sec.gov. Form N-PORT is filed with the Commission quarterly, and each Fund’s full portfolio holdings as of the first and third fiscal quarter-ends (as of the third month of the Fund’s fiscal quarter for reporting periods on or after September 30, 2019) will be made publicly available 60 days after the end of each quarter at sec.gov.

 

The Fund’s Statement of Additional Information contains additional information about the Fund’s Directors and is available without charge, upon request, by calling (800) 225-1852.

 

Mutual Funds:

ARE NOT INSURED BY THE FDIC OR ANY
FEDERAL GOVERNMENT AGENCY
  MAY LOSE VALUE   ARE NOT A DEPOSIT OF OR GUARANTEED BY ANY BANK OR ANY BANK AFFILIATE


LOGO

 

PGIM JENNISON EQUITY INCOME FUND

 

SHARE CLASS   A   B   C   R   Z   R6
NASDAQ   SPQAX   JEIBX   AGOCX   PJERX   JDEZX   PJIQX
CUSIP   74441L808   74441L881   74441L873   74441L790   74441L832   74441L816

 

MF203E    


LOGO

 

PGIM QMA MID-CAP VALUE FUND

 

 

ANNUAL REPORT

OCTOBER 31, 2019

 

COMING SOON: PAPERLESS SHAREHOLDER REPORTS

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (pgiminvestments.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling 1-800-225-1852 or by sending an email request to PGIM Investments at shareholderreports@pgim.com.

 

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary or follow instructions included with this notice to elect to continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-800-225-1852 or send an email request to shareholderreports@pgim.com to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.

 

LOGO

 

To enroll in e-delivery, go to pgiminvestments.com/edelivery


Objective: Seek capital growth

 

Highlights (unaudited)

 

 

The period was an extremely challenging time for deep-value stocks. The Fund outperformed the Russell Midcap Value Index in only one economic sector. The Fund benefited from good security selection in consumer staples, particularly among food products companies.

 

 

The underperformance of inexpensive stocks was pervasive during the reporting period, both across and within economic sectors. The Fund underperformed the Index most in the materials, energy, real estate, and utilities sectors.

 

 

In materials, the Fund suffered from its overweight holdings relative to the Index in inexpensive steel and aluminum companies. In energy, overweight positions in relatively inexpensive exploration & production companies detracted from the Fund’s relative performance.

 

 

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus.

 

The views expressed in this report and information about the Fund’s portfolio holdings are for the period covered by this report and are subject to change thereafter.

 

Mutual funds are distributed by Prudential Investment Management Services LLC, a Prudential Financial company, member SIPC. QMA is the primary business name of QMA LLC, a wholly owned subsidiary of PGIM, Inc. (PGIM), a Prudential Financial company. © 2019 Prudential Financial, Inc. and its related entities. PGIM and the PGIM logo are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

 

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Table of Contents

 

Letter from the President

     5  

Your Fund’s Performance

     6  

Growth of a $10,000 Investment

     8  

Strategy and Performance Overview

     11  

Fees and Expenses

     13  

Holdings and Financial Statements

     15  

Approval of Advisory Agreements

           

 

PGIM QMA Mid-Cap Value Fund     3  


This Page Intentionally Left Blank


Letter from the President

 

LOGO

 

Dear Shareholder:

 

We hope you find the annual report for the PGIM QMA Mid-Cap Value Fund informative and useful. The report covers performance for the 12-month period that ended October 31, 2019.

 

While the US economy remained healthy, with rising corporate profits and strong job growth, the Federal Reserve cut interest rates three times in the latter half of the period. The cuts were a proactive attempt by the Fed to extend the longest domestic economic expansion on record as growth in many regions weakened. China in particular showed signs of slowing amid trade tensions with the US, and turmoil in the United Kingdom continued as it negotiates an exit from the European Union.

 

The interest-rate cuts helped boost the performance of stocks globally. For the period overall, large-cap US equities along with stocks in developed and emerging foreign markets all rose by double digits. Small-cap US stocks posted a single-digit gain. This positive performance came despite significant volatility early in the period. Equities plunged at the end of 2018 on concerns about China’s economy, a potential global trade war, higher interest rates, and worries that profit growth might slow. Stocks reversed course early in 2019, rising sharply after the Fed moderated its position on additional rate hikes for the remainder of the year.

 

The overall US bond market posted strong returns during the period on a significant rally in interest rates that saw the 10-year US Treasury yield decline from over 3% to under 2%. Investment-grade corporate bonds led the way with a double-digit gain, while corporate high yield and municipal bonds each had a return in the high single digits. Globally, bonds in developed markets delivered strong returns, and emerging markets debt rose by double digits.

 

Regarding your investments with PGIM, we believe it is important to maintain a diversified portfolio of funds consistent with your tolerance for risk, time horizon, and financial goals. Your financial advisor can help you create a diversified investment plan that may include funds covering all the basic asset classes and that reflects your personal investor profile and risk tolerance. However, diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.

 

At PGIM Investments, we consider it a great privilege and responsibility to help investors participate in opportunities across global markets while meeting their toughest investment challenges. PGIM is a top-10 global investment manager with more than $1 trillion in assets under management. This scale and investment expertise allow us to deliver actively managed funds and strategies to meet the needs of investors around the globe.

 

Thank you for choosing our family of funds.

 

Sincerely,

 

LOGO

 

Stuart S. Parker, President

PGIM QMA Mid-Cap Value Fund

December 16, 2019

 

PGIM QMA Mid-Cap Value Fund     5  


Your Fund’s Performance (unaudited)

 

Performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at pgiminvestments.com or by calling (800) 225-1852.

 

   

Average Annual Total Returns as of 10/31/19

(with sales charges)

    One Year (%)   Five Years (%)   Ten Years (%)   Since Inception (%)
Class A   –6.40   1.91     9.82  
Class B   –6.15   2.12     9.61  
Class C   –2.63   2.29     9.62  
Class R   –1.29   N/A   N/A       2.31 (12/22/14)
Class Z   –0.64   3.34   10.74  
Class R2   –1.07   N/A   N/A     –6.41 (12/28/17)
Class R4   –0.79   N/A   N/A     –6.17 (12/28/17)
Class R6   –0.59   3.48   N/A     8.46 (1/18/11)
Russell Midcap Value Index
  10.08   6.95   12.90  
S&P MidCap 400 Index
    9.02   8.37   13.21  
Russell Midcap Index
    13.72   8.67   13.70  

 

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    Average Annual Total Returns as of 10/31/19
(without sales charges)
    One Year (%)   Five Years (%)   Ten Years (%)   Since Inception (%)
Class A   –0.95   3.07   10.44  
Class B   –1.81   2.27     9.61  
Class C   –1.76   2.29     9.62  
Class R   –1.29   N/A   N/A     2.31 (12/22/14)
Class Z   –0.64   3.34   10.74  
Class R2   –1.07   N/A   N/A   –6.41 (12/28/17)
Class R4   –0.79   N/A   N/A   –6.17 (12/28/17)
Class R6   –0.59   3.48   N/A   8.46 (1/18/11)
Russell Midcap Value Index
  10.08   6.95   12.90  
S&P MidCap 400 Index
    9.02   8.37   13.21  
Russell Midcap Index
    13.72   8.67   13.70  

 

PGIM QMA Mid-Cap Value Fund     7  


Your Fund’s Performance (continued)

 

 

Growth of a $10,000 Investment (unaudited)

 

LOGO

 

The graph compares a $10,000 investment in the Fund’s Class Z shares with a similar investment in the S&P MidCap 400 Index and Russell Midcap Value Index by portraying the initial account values at the beginning of the 10-year period for Class Z shares (October 31, 2009) and the account values at the end of the current fiscal year (October 31, 2019) as measured on a quarterly basis. For purposes of the graph, and unless otherwise indicated, it has been assumed that (a) all recurring fees (including management fees) were deducted; and (b) all dividends and distributions were reinvested. The line graph provides information for Class Z shares only. As indicated in the tables above, performance for other share classes will vary due to the differing charges and expenses applicable to each share class (as indicated in the following paragraphs). Without waiver of fees and/or expense reimbursements, if any, the Fund’s returns would have been lower.

 

Past performance does not predict future performance. Total returns and the ending account values in the graph include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

 

Source: PGIM Investments LLC and Lipper Inc.

Since Inception returns are provided for any share class with less than 10 fiscal years of returns. Since Inception returns for the Indexes are measured from the closest month-end to the class’ inception date.

 

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The returns in the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares. The average annual total returns take into account applicable sales charges, which are described for each share class in the table below.

 

                 
     Class A   Class B*   Class C   Class R   Class Z   Class R2   Class R4   Class R6
Maximum initial sales charge   5.50% of the public offering price   None   None   None   None   None   None   None
Contingent deferred sales charge (CDSC) (as a percentage of the lower of the original purchase price or the net asset value at redemption)   1.00% on sales of $1 million or more made within 12 months of purchase   5.00% (Yr. 1) 4.00% (Yr. 2) 3.00% (Yr. 3) 2.00% (Yr. 4) 1.00% (Yr. 5) 1.00% (Yr. 6) 0.00% (Yr. 7)   1.00% on sales made within 12 months of purchase   None   None   None   None   None
Annual distribution or distribution and service (12b-1) fees (shown as a percentage of average daily net assets)  

0.30%

(0.25%

currently)

  1.00%   1.00%  

0.75%
(0.50%

currently)

  None   0.25%   None   None
Shareholder service fees   None   None   None   None   None   0.10%   0.10%   None

 

*Class B shares are closed to all purchase activity and no additional Class B shares may be purchased or acquired except by exchange from Class B shares of another Fund or through dividend or capital gains reinvestment.

 

Benchmark Definitions

 

Russell Midcap Value Index—The Russell Midcap Value Index is an unmanaged index that measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The stocks included in the Index are also members of the Russell 1000 Value Index. The average annual total returns for the Index measured from the month-end closest to the inception date of the Fund’s Class R shares are 6.64%, 2.88% for Class R2 and Class R4 shares, and 10.46% for Class R6 shares.

 

PGIM QMA Mid-Cap Value Fund     9  


Your Fund’s Performance (continued)

 

 

S&P MidCap 400 Index—The S&P MidCap 400 Index is an unmanaged index of 400 domestic stocks chosen for market capitalization, liquidity, and industry group representation. It gives a broad look at how US mid-cap stock prices have performed. The average annual total returns for the Index measured from the month-end closest to the inception date of the Fund’s Class R shares are 8.07%, 3.23% for Class R2 and Class R4 shares, and 10.64% for Class R6 shares.

 

Russell Midcap Index—The Russell Midcap Index is an unmanaged index that measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 25% of the total market capitalization of the Russell 1000 Index. The average annual total returns for the Index measured from the month-end closest to the inception date of the Fund’s Class R shares are 8.36%, 6.40% for Class R2 and Class R4 shares, and 11.26% for Class R6 shares.

 

Investors cannot invest directly in an index or average. The returns for the Indexes would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes.

 

Presentation of Fund Holdings as of 10/31/19

 

Ten Largest Holdings    Line of Business   % of Net Assets
PACCAR, Inc.    Machinery   1.4%
State Street Corp.    Capital Markets   1.3%
Hewlett Packard Enterprise Co.    Technology Hardware, Storage & Peripherals   1.3%
Fifth Third Bancorp    Banks   1.3%
KeyCorp    Banks   1.2%
Cummins, Inc.    Machinery   1.1%
Regions Financial Corp.    Banks   1.1%
Royal Caribbean Cruises Ltd.    Hotels, Restaurants & Leisure   1.1%
Citizens Financial Group, Inc.    Banks   1.1%
CenturyLink, Inc.    Diversified Telecommunication Services   1.1%

 

For a complete list of holdings, please refer to the Schedule of Investments section of this report. Holdings reflect only long-term Investments.

 

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Strategy and Performance Overview (unaudited)

 

How did the Fund perform?

The PGIM QMA Mid-Cap Value Fund’s Class Z shares returned –0.64% in the 12-month reporting period that ended October 31, 2019, underperforming the 10.08% return of the Russell Midcap Value Index (the Index).

 

What were the market conditions?

 

During the reporting period, US equity markets continued to reach all-time highs despite ongoing US-China trade disputes and slowing global economic growth.

 

 

US mid-cap equities meaningfully outpaced small-cap equities and modestly trailed large-cap equities during the period. Small-cap stocks (as measured by the Russell 2000 Index) gained 4.90%, while mid-cap stocks (as measured by the Russell Midcap Index) gained 13.72%. Large-cap stocks (as measured by the Russell 1000 Index) gained 14.15%.

 

 

Value stocks significantly underperformed growth stocks within each of the market capitalization indices. The underperformance was greatest in the mid-cap space, where the Index (+10.08%) lagged the Russell Midcap Growth Index (+18.93%) by nearly 9%.

 

What worked?

 

QMA uses a systematic process to select stocks trading at a discount to their fundamental value. The focus is on deep-value stocks—those with the highest earnings yields, cash flow yields, and book yields within the mid-cap universe. QMA research shows that these stocks have historically outperformed over longer periods.

 

 

The period was an extremely challenging time for deep-value stocks. The Fund outperformed the Index in only one economic sector. The Fund benefited from good security selection in consumer staples, particularly among food products companies.

 

What didn’t work?

 

The underperformance of inexpensive stocks was pervasive during the reporting period, both across and within economic sectors. The Fund underperformed the Index most in the materials, energy, real estate, and utilities sectors.

 

 

In materials, the Fund suffered from its overweight holdings relative to the Index in inexpensive steel and aluminum companies. Shares of these highly cyclical companies plummeted on investor fears that metal prices would continue to fall due to slowing global demand and prolonged trade wars. Despite the headwinds facing metals companies, QMA continues to favor these stocks as its valuation model deems them compellingly attractive.

 

 

In energy, overweight positions in relatively inexpensive exploration & production companies detracted from the Fund’s relative performance. Energy was the worst-performing sector in the Index during the period, as the price of crude oil fell more than 15% on expectations of lower global demand and higher US supply.

 

PGIM QMA Mid-Cap Value Fund     11  


Strategy and Performance Overview (continued)

 

 

 

The Fund’s below-benchmark exposure to real estate and utilities stocks hurt its relative performance. Investors propelled these bond-proxy stocks higher in the risk-off and declining interest rate environment. However, real estate and utilities became increasingly expensive in QMA’s valuation model and were the two most underweighted sectors in the Fund at the end of the period.

 

Did the Fund use derivatives?

The Fund did not hold any derivatives during the reporting period.

 

Current outlook

 

The difference in valuations between the cheapest and most expensive stocks was at a historically wide level at the end of the reporting period. In QMA’s experience, deep-value stocks may significantly outperform when this difference in valuations moves back toward its narrower norm.

 

 

As deep-value stocks underperformed during the past several quarters, their earnings remained resilient, so they were even more attractively valued at the end of the period, in QMA’s view. The Fund stayed focused on these stocks and therefore gained more exposure to value. The Fund remained significantly cheaper than the Index at the end of the period, based on various measures of value such as earnings yield, book yield, and cash flow yield.

 

 

In the last two months of the period, the cheapest stocks outperformed their more expensive peers in the Index, and the Fund outperformed the Index meaningfully during that time. While this was a short period to gauge performance, QMA was encouraged that the Fund responded positively to the improved environment for deep-value stocks. Given the episodic nature of value investing, QMA continues to believe in the importance of maintaining exposure to value stocks, especially when they appeared as deeply discounted as they did at the end of the period.

 

The percentage points shown in the tables below identify each security’s positive or negative contribution to the Fund’s return, which is the sum of all contributions by individual holdings during the Fund’s reporting period.

 

 
Top Relative Contributors (%)   Top Relative Detractors (%)
Pulte Group Inc.      0.30   DXC Technology Co.      –0.65
Reliance Steel & Aluminum Co.      0.26   United States Steel Corp.      –0.60
Xerox Holdings Corp.      0.26   Range Resources Corp.      –0.59
VEREIT Inc., Class A      0.22   Antero Resources Corp.      –0.50
Tyson Foods Inc., Class A      0.21   Macy’s Inc.      –0.49

 

12   Visit our website at pgiminvestments.com


Fees and Expenses (unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemptions, as applicable, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses, as applicable. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 held through the six-month period ended October 31, 2019. The example is for illustrative purposes only; you should consult the Prospectus for information on initial and subsequent minimum investment requirements.

 

Actual Expenses

The first line for each share class in the table on the following page provides information about actual account values and actual expenses. You may use the information on this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value ÷ $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

The second line for each share class in the table on the following page provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

The Fund’s transfer agent may charge additional fees to holders of certain accounts that are not included in the expenses shown in the table on the following page. These fees apply to individual retirement accounts (IRAs) and Section 403(b) accounts. As of the close of the six-month period covered by the table, IRA fees included an annual maintenance fee of $15 per account (subject to a maximum annual maintenance fee of $25 for all accounts held by the same shareholder). Section 403(b) accounts are charged an annual $25 fiduciary maintenance fee. Some of the fees may vary in amount, or may be waived, based on your total account balance or the number of PGIM funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account over the six-month period when you estimate the total ongoing expenses paid over the period

 

PGIM QMA Mid-Cap Value Fund     13  


Fees and Expenses (continued)

 

and the impact of these fees on your ending account value, as these additional expenses are not reflected in the information provided in the expense table. Additional fees have the effect of reducing investment returns.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

       
PGIM
QMA Mid-Cap
Value Fund
  Beginning Account
Value
May 1, 2019
    Ending Account
Value
October 31, 2019
    Annualized
Expense Ratio
Based on the
Six-Month Period
    Expenses Paid
During the
Six-Month Period*
 
Class A   Actual   $ 1,000.00     $ 956.50       1.13   $ 5.57  
  Hypothetical   $ 1,000.00     $ 1,019.51       1.13   $ 5.75  
Class B   Actual   $ 1,000.00     $ 952.40       1.95   $ 9.60  
  Hypothetical   $ 1,000.00     $ 1,015.38       1.95   $ 9.91  
Class C   Actual   $ 1,000.00     $ 952.20       1.95   $ 9.60  
  Hypothetical   $ 1,000.00     $ 1,015.38       1.95   $ 9.91  
Class R   Actual   $ 1,000.00     $ 954.80       1.45   $ 7.14  
  Hypothetical   $ 1,000.00     $ 1,017.90       1.45   $ 7.38  
Class Z   Actual   $ 1,000.00     $ 958.10       0.77   $ 3.80  
  Hypothetical   $ 1,000.00     $ 1,021.32       0.77   $ 3.92  
Class R2   Actual   $ 1,000.00     $ 955.80       1.23   $ 6.06  
  Hypothetical   $ 1,000.00     $ 1,019.00       1.23   $ 6.26  
Class R4   Actual   $ 1,000.00     $ 956.90       0.98   $ 4.83  
  Hypothetical   $ 1,000.00     $ 1,020.27       0.98   $ 4.99  
Class R6   Actual   $ 1,000.00     $ 958.00       0.73   $ 3.60  
    Hypothetical   $ 1,000.00     $ 1,021.53       0.73   $ 3.72  

 

*Fund expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended October 31, 2019, and divided by the 365 days in the Fund’s fiscal year ended October 31, 2019 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.

 

14   Visit our website at pgiminvestments.com


Schedule of Investments

as of October 31, 2019

 

Description    Shares      Value  

LONG-TERM INVESTMENTS    99.9%

     

COMMON STOCKS    99.7%

     

Airlines    2.4%

                 

Alaska Air Group, Inc.(a)

     30,300      $ 2,103,729  

JetBlue Airways Corp.*

     251,445        4,852,888  

United Airlines Holdings, Inc.*

     62,400        5,668,416  
     

 

 

 
        12,625,033  

Auto Components    1.8%

                 

BorgWarner, Inc.(a)

     64,100        2,671,688  

Goodyear Tire & Rubber Co. (The)

     276,500        4,388,055  

Lear Corp.

     20,100        2,367,177  
     

 

 

 
          9,426,920  

Banks    10.8%

                 

Associated Banc-Corp.

     34,900        701,839  

Bank OZK

     22,800        639,768  

BankUnited, Inc.

     26,000        891,800  

BOK Financial Corp.

     5,300        408,895  

CIT Group, Inc.

     18,900        810,621  

Citizens Financial Group, Inc.

     166,800        5,864,688  

Comerica, Inc.

     36,900        2,413,998  

Fifth Third Bancorp

     226,633        6,590,488  

First Horizon National Corp.

     71,200        1,137,064  

FNB Corp.

     24,400        294,264  

Huntington Bancshares, Inc.

     336,900        4,760,397  

KeyCorp

     343,500        6,172,695  

M&T Bank Corp.

     33,700        5,275,061  

PacWest Bancorp

     54,300        2,008,557  

People’s United Financial, Inc.

     129,000        2,085,930  

Pinnacle Financial Partners, Inc.

     15,500        911,710  

Popular, Inc. (Puerto Rico)

     32,100        1,748,166  

Regions Financial Corp.

     367,900        5,923,190  

Sterling Bancorp

     36,400        715,260  

Synovus Financial Corp.

     18,200        616,434  

Texas Capital Bancshares, Inc.*

     10,200        551,412  

Umpqua Holdings Corp.

     35,400        560,028  

Wintrust Financial Corp.

     1,800        114,876  

Zions Bancorp NA

     106,700        5,171,749  
     

 

 

 
        56,368,890  

Beverages    0.9%

                 

Molson Coors Brewing Co. (Class B Stock)

     92,200        4,860,784  

 

See Notes to Financial Statements.

 

PGIM QMA Mid-Cap Value Fund     15  


Schedule of Investments (continued)

as of October 31, 2019

 

Description    Shares      Value  

COMMON STOCKS (Continued)

     

Building Products    0.7%

                 

Owens Corning

     32,700      $ 2,003,856  

Resideo Technologies, Inc.*

     151,500        1,443,795  
     

 

 

 
        3,447,651  

Capital Markets    2.4%

                 

Invesco Ltd.

     290,100        4,879,482  

Janus Henderson Group PLC (United Kingdom)

     30,800        712,404  

State Street Corp.

     105,200        6,950,564  
     

 

 

 
        12,542,450  

Chemicals    3.4%

                 

Eastman Chemical Co.

     58,300        4,433,132  

Mosaic Co. (The)

     242,500        4,820,900  

Olin Corp.

     216,300        3,966,942  

Westlake Chemical Corp.

     67,700        4,277,963  
     

 

 

 
        17,498,937  

Commercial Services & Supplies    0.6%

                 

ADT, Inc.(a)

     402,277        3,113,624  

Construction & Engineering    0.1%

                 

AECOM*

     17,966        718,820  

Consumer Finance    4.0%

                 

Ally Financial, Inc.

     174,259        5,337,553  

Discover Financial Services

     28,200        2,263,332  

Navient Corp.

     186,600        2,569,482  

OneMain Holdings, Inc.

     35,400        1,416,000  

Santander Consumer USA Holdings, Inc.

     174,681        4,381,000  

Synchrony Financial

     129,900        4,594,563  
     

 

 

 
          20,561,930  

Containers & Packaging    1.9%

                 

International Paper Co.

     100,700        4,398,576  

Westrock Co.

     139,700        5,220,589  
     

 

 

 
        9,619,165  

Distributors    0.1%

                 

LKQ Corp.*

     9,200        312,708  

 

See Notes to Financial Statements.

 

16  


Description    Shares      Value  

COMMON STOCKS (Continued)

     

Diversified Financial Services    1.9%

                 

AXA Equitable Holdings, Inc.

     220,600      $ 4,764,960  

Voya Financial, Inc.

     91,602        4,942,844  
     

 

 

 
        9,707,804  

Diversified Telecommunication Services    1.1%

                 

CenturyLink, Inc.

     448,100        5,798,414  

Electric Utilities    1.6%

                 

Avangrid, Inc.(a)

     45,200        2,262,260  

Eversource Energy

     2,500        209,350  

PPL Corp.

     162,600        5,445,474  

Xcel Energy, Inc.

     7,400        469,974  
     

 

 

 
          8,387,058  

Electrical Equipment    0.1%

                 

Regal Beloit Corp.

     8,100        599,805  

Electronic Equipment, Instruments & Components    1.3%

                 

Arrow Electronics, Inc.*

     40,300        3,194,984  

Avnet, Inc.

     86,800        3,433,808  
     

 

 

 
        6,628,792  

Energy Equipment & Services    0.1%

                 

Baker Hughes Co.

     30,000        642,000  

Equity Real Estate Investment Trusts (REITs)    9.6%

                 

Apple Hospitality REIT, Inc.

     273,700        4,510,576  

AvalonBay Communities, Inc.

     1,800        391,788  

Colony Capital, Inc.

     760,900        4,261,040  

Columbia Property Trust, Inc.

     17,600        361,152  

Digital Realty Trust, Inc.

     14,100        1,791,264  

Host Hotels & Resorts, Inc.

     220,300        3,610,717  

Kimco Realty Corp.(a)

     69,261        1,493,267  

Macerich Co. (The)

     85,500        2,351,250  

Medical Properties Trust, Inc.

     81,969        1,699,217  

Paramount Group, Inc.

     26,200        352,914  

Park Hotels & Resorts, Inc.

     197,700        4,596,525  

Service Properties Trust

     132,400        3,349,720  

SL Green Realty Corp.

     54,500        4,556,200  

Ventas, Inc.

     59,200        3,853,920  

VEREIT, Inc.

     525,707        5,172,957  

 

See Notes to Financial Statements.

 

PGIM QMA Mid-Cap Value Fund     17  


Schedule of Investments (continued)

as of October 31, 2019

 

Description    Shares      Value  

COMMON STOCKS (Continued)

     

Equity Real Estate Investment Trusts (REITs) (cont’d.)

                 

VICI Properties, Inc.

     203,400      $ 4,790,070  

Welltower, Inc.

     31,200        2,829,528  
     

 

 

 
        49,972,105  

Food & Staples Retailing    1.1%

                 

Kroger Co. (The)

     229,700        5,659,808  

Food Products    2.1%

                 

Archer-Daniels-Midland Co.(a)

     83,400        3,506,136  

Bunge Ltd.

     81,600        4,406,400  

J.M. Smucker Co. (The)

     2,800        295,904  

Tyson Foods, Inc. (Class A Stock)

     32,100        2,657,559  
     

 

 

 
          10,865,999  

Health Care Equipment & Supplies    0.1%

                 

Zimmer Biomet Holdings, Inc.

     4,300        594,389  

Health Care Providers & Services    4.0%

                 

Acadia Healthcare Co., Inc.*(a)

     95,500        2,864,045  

Cardinal Health, Inc.(a)

     81,700        4,040,065  

Centene Corp.*(a)

     85,400        4,533,032  

DaVita, Inc.*

     22,200        1,300,920  

McKesson Corp.(a)

     30,700        4,083,100  

MEDNAX, Inc.*

     170,600        3,746,376  
     

 

 

 
        20,567,538  

Hotels, Restaurants & Leisure    1.8%

                 

Norwegian Cruise Line Holdings Ltd.*

     72,700        3,690,252  

Royal Caribbean Cruises Ltd.

     54,100        5,887,703  
     

 

 

 
        9,577,955  

Household Durables    4.4%

                 

Lennar Corp. (Class A Stock)

     85,863        5,117,435  

Mohawk Industries, Inc.*

     35,939        5,152,934  

Newell Brands, Inc.(a)

     253,951        4,817,451  

PulteGroup, Inc.

     86,647        3,400,028  

Toll Brothers, Inc.

     117,033        4,654,402  
     

 

 

 
        23,142,250  

 

See Notes to Financial Statements.

 

18  


Description    Shares      Value  

COMMON STOCKS (Continued)

     

Insurance    5.5%

                 

American Financial Group, Inc.

     7,900      $ 821,916  

Athene Holding Ltd. (Class A Stock)*

     44,500        1,929,075  

CNA Financial Corp.

     62,028        2,781,335  

Hartford Financial Services Group, Inc. (The)

     54,200        3,093,736  

Lincoln National Corp.

     7,481        422,527  

Loews Corp.(a)

     77,236        3,784,564  

Old Republic International Corp.

     27,400        612,116  

Principal Financial Group, Inc.

     104,900        5,599,562  

Reinsurance Group of America, Inc.

     33,500        5,442,745  

Unum Group

     151,000        4,158,540  
     

 

 

 
        28,646,116  

Internet & Direct Marketing Retail    0.7%

                 

Qurate Retail, Inc., Series A*

     361,500        3,448,710  

IT Services    0.9%

                 

DXC Technology Co.

     164,800        4,560,016  

Machinery    3.0%

                 

Cummins, Inc.

     34,600        5,967,808  

Gates Industrial Corp. PLC*

     146,300        1,463,000  

PACCAR, Inc.

     92,900        7,065,974  

Wabtec Corp.(a)

     15,900        1,102,983  
     

 

 

 
        15,599,765  

Media    3.3%

                 

Discovery, Inc. (Class A Stock)*(a)

     92,000        2,479,860  

Discovery, Inc. (Class C Stock)*

     119,400        3,013,656  

DISH Network Corp. (Class A Stock)*

     79,300        2,726,334  

Fox Corp. (Class A Stock)

     9,000        288,360  

Liberty Media Corp.-Liberty SiriusXM (Class A Stock)*

     57,600        2,586,816  

Liberty Media Corp.-Liberty SiriusXM (Class C Stock)*

     64,900        2,932,831  

News Corp. (Class A Stock)

     216,100        2,962,731  
     

 

 

 
        16,990,588  

Metals & Mining    4.9%

                 

Alcoa Corp.*

     135,000        2,806,650  

Freeport-McMoRan, Inc.

     320,600        3,148,292  

Newmont Goldcorp Corp.

     59,100        2,348,043  

Nucor Corp.(a)

     105,900        5,702,715  

Reliance Steel & Aluminum Co.

     43,390        5,034,976  

 

See Notes to Financial Statements.

 

PGIM QMA Mid-Cap Value Fund     19  


Schedule of Investments (continued)

as of October 31, 2019

 

Description    Shares      Value  

COMMON STOCKS (Continued)

     

Metals & Mining (cont’d.)

                 

Steel Dynamics, Inc.

     90,500      $ 2,747,580  

United States Steel Corp.(a)

     329,300        3,790,243  
     

 

 

 
        25,578,499  

Mortgage Real Estate Investment Trusts (REITs)    4.1%

                 

AGNC Investment Corp.

     313,500        5,345,175  

Annaly Capital Management, Inc.

     631,124        5,667,494  

Chimera Investment Corp.(a)

     95,600        1,936,856  

MFA Financial, Inc.

     389,800        2,958,582  

New Residential Investment Corp.

     206,500        3,270,960  

Two Harbors Investment Corp.

     168,200        2,332,934  
     

 

 

 
          21,512,001  

Multiline Retail    1.5%

                 

Kohl’s Corp.

     80,000        4,100,800  

Macy’s, Inc.(a)

     253,300        3,840,028  
     

 

 

 
        7,940,828  

Multi-Utilities    0.8%

                 

Consolidated Edison, Inc.

     15,033        1,386,343  

Public Service Enterprise Group, Inc.

     16,400        1,038,284  

Sempra Energy

     12,400        1,791,924  
     

 

 

 
        4,216,551  

Oil, Gas & Consumable Fuels    7.2%

                 

Antero Resources Corp.*(a)

     411,594        1,028,985  

Apache Corp.

     193,000        4,180,380  

Centennial Resource Development, Inc. (Class A Stock)*

     353,600        1,202,240  

Cimarex Energy Co.(a)

     8,700        367,314  

Concho Resources, Inc.

     78,800        5,320,576  

Devon Energy Corp.

     181,700        3,684,876  

Diamondback Energy, Inc.

     58,000        4,974,080  

EQT Corp.

     226,300        2,430,462  

HollyFrontier Corp.

     32,100        1,763,574  

Marathon Oil Corp.

     437,100        5,039,763  

Murphy Oil Corp.(a)

     28,300        583,829  

Noble Energy, Inc.

     52,200        1,005,372  

Parsley Energy, Inc. (Class A Stock)

     163,100        2,578,611  

 

See Notes to Financial Statements.

 

20  


Description    Shares      Value  

COMMON STOCKS (Continued)

     

Oil, Gas & Consumable Fuels (cont’d.)

                 

PBF Energy, Inc. (Class A Stock)

     43,800      $ 1,413,864  

Range Resources Corp.(a)

     439,400        1,770,782  
     

 

 

 
        37,344,708  

Paper & Forest Products    0.8%

                 

Domtar Corp.

     115,800        4,213,962  

Pharmaceuticals 1.0%

                 

Mylan NV*

     275,889        5,283,274  

Real Estate Management & Development    0.1%

                 

Jones Lang LaSalle, Inc.

     4,600        673,992  

Road & Rail    1.6%

                 

Knight-Swift Transportation Holdings, Inc.(a)

     124,000        4,521,040  

Ryder System, Inc.

     82,741        4,023,695  
     

 

 

 
        8,544,735  

Semiconductors & Semiconductor Equipment    0.1%

                 

ON Semiconductor Corp.*

     14,800        301,920  

Specialty Retail    0.3%

                 

Penske Automotive Group, Inc.

     27,600        1,344,672  

Technology Hardware, Storage & Peripherals    2.3%

                 

Hewlett Packard Enterprise Co.

     410,200        6,731,382  

Xerox Holdings Corp.

     157,900        5,357,547  
     

 

 

 
        12,088,929  

Textiles, Apparel & Luxury Goods    1.1%

                 

PVH Corp.

     54,400        4,741,504  

Tapestry, Inc.

     45,800        1,184,388  
     

 

 

 
        5,925,892  

Trading Companies & Distributors    1.8%

                 

Air Lease Corp.(a)

     105,200        4,626,696  

United Rentals, Inc.*

     3,600        480,852  

WESCO International, Inc.*

     88,000        4,413,200  
     

 

 

 
        9,520,748  

 

See Notes to Financial Statements.

 

PGIM QMA Mid-Cap Value Fund     21  


Schedule of Investments (continued)

as of October 31, 2019

 

Description    Shares      Value  

COMMON STOCKS (Continued)

     

Wireless Telecommunication Services    0.4%

                 

Telephone & Data Systems, Inc.

     88,800      $ 2,316,792  
     

 

 

 

TOTAL COMMON STOCKS
(cost $543,479,396)

        519,293,527  
     

 

 

 

EXCHANGE-TRADED FUND    0.2%

                 

iShares Russell Mid-Cap Value ETF
(cost $1,315,465)

     14,500        1,307,900  
     

 

 

 

TOTAL LONG-TERM INVESTMENTS
(cost $544,794,861)

        520,601,427  
     

 

 

 

SHORT-TERM INVESTMENTS    5.8%

     

AFFILIATED MUTUAL FUNDS

 

PGIM Core Ultra Short Bond Fund(w)

     350,609        350,609  

PGIM Institutional Money Market Fund
(cost $29,498,099; includes $29,453,052 of cash collateral for securities on loan)(b)(w)

     29,498,254        29,504,153  
     

 

 

 

TOTAL SHORT-TERM INVESTMENTS
(cost $29,848,708)

        29,854,762  
     

 

 

 

TOTAL INVESTMENTS    105.7%
(cost $574,643,569)

        550,456,189  

Liabilities in excess of other assets    (5.7)%

        (29,469,537
     

 

 

 

NET ASSETS    100.0%

      $   520,986,652  
     

 

 

 

 

Below is a list of the abbreviation(s) used in the annual report:

ETF—Exchange-Traded Fund

LIBOR—London Interbank Offered Rate

REITs—Real Estate Investment Trust

*

Non-income producing security.

(a)

All or a portion of security is on loan. The aggregate market value of such securities, including those sold and pending settlement, is $28,449,589; cash collateral of $29,453,052 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.

(b)

Represents security purchased with cash collateral received for securities on loan and includes dividend reinvestment.

(w)

PGIM Investments LLC, the manager of the Fund, also serves as manager of the PGIM Core Ultra Short Bond Fund and PGIM Institutional Money Market Fund.

 

See Notes to Financial Statements.

 

22  


Fair Value Measurements:

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—unadjusted quoted prices generally in active markets for identical securities.

Level 2—quoted prices for similar securities, interest rates and yield curves, prepayment speeds, foreign currency exchange rates and other observable inputs.

Level 3—unobservable inputs for securities valued in accordance with Board approved fair valuation procedures.

The following is a summary of the inputs used as of October 31, 2019 in valuing such portfolio securities:

 

      Level 1         Level 2         Level 3    

Investments in Securities

     

Assets

     

Common Stocks

     

Airlines

  $ 12,625,033     $     $  

Auto Components

    9,426,920              

Banks

    56,368,890              

Beverages

    4,860,784              

Building Products

    3,447,651              

Capital Markets

    12,542,450              

Chemicals

    17,498,937              

Commercial Services & Supplies

    3,113,624              

Construction & Engineering

    718,820              

Consumer Finance

      20,561,930              

Containers & Packaging

    9,619,165              

Distributors

    312,708              

Diversified Financial Services

    9,707,804              

Diversified Telecommunication Services

    5,798,414              

Electric Utilities

    8,387,058              

Electrical Equipment

    599,805              

Electronic Equipment, Instruments & Components

    6,628,792              

Energy Equipment & Services

    642,000              

Equity Real Estate Investment Trusts (REITs)

    49,972,105              

Food & Staples Retailing

    5,659,808              

Food Products

    10,865,999              

Health Care Equipment & Supplies

    594,389              

Health Care Providers & Services

    20,567,538              

Hotels, Restaurants & Leisure

    9,577,955              

Household Durables

    23,142,250              

Insurance

    28,646,116              

Internet & Direct Marketing Retail

    3,448,710              

IT Services

    4,560,016              

Machinery

    15,599,765              

Media

    16,990,588              

Metals & Mining

    25,578,499              

Mortgage Real Estate Investment Trusts (REITs)

    21,512,001              

Multiline Retail

    7,940,828              

 

See Notes to Financial Statements.

 

PGIM QMA Mid-Cap Value Fund     23  


Schedule of Investments (continued)

as of October 31, 2019

 

      Level 1         Level 2         Level 3    

Investments in Securities (continued)

     

Assets (continued)

     

Common Stocks (continued)

     

Multi-Utilities

  $ 4,216,551     $     $  

Oil, Gas & Consumable Fuels

    37,344,708              

Paper & Forest Products

    4,213,962              

Pharmaceuticals

    5,283,274              

Real Estate Management & Development

    673,992              

Road & Rail

    8,544,735              

Semiconductors & Semiconductor Equipment

    301,920              

Specialty Retail

    1,344,672              

Technology Hardware, Storage & Peripherals

      12,088,929              

Textiles, Apparel & Luxury Goods

    5,925,892              

Trading Companies & Distributors

    9,520,748              

Wireless Telecommunication Services

    2,316,792              

Exchange-Traded Fund

    1,307,900              

Affiliated Mutual Funds

    29,854,762              
 

 

 

   

 

 

   

 

 

 

Total

  $ 550,456,189     $     $  
 

 

 

   

 

 

   

 

 

 

Industry Classification:

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of October 31, 2019 were as follows (unaudited):

 

Banks

    10.8

Equity Real Estate Investment Trusts (REITs)

    9.6  

Oil, Gas & Consumable Fuels

    7.2  

Affiliated Mutual Funds (5.7% represents investments purchased with collateral from securities on loan)

    5.8  

Insurance

    5.5  

Metals & Mining

    4.9  

Household Durables

    4.4  

Mortgage Real Estate Investment Trusts (REITs)

    4.1  

Health Care Providers & Services

    4.0  

Consumer Finance

    4.0  

Chemicals

    3.4  

Media

    3.3  

Machinery

    3.0  

Airlines

    2.4  

Capital Markets

    2.4  

Technology Hardware, Storage & Peripherals

    2.3  

Food Products

    2.1  

Diversified Financial Services

    1.9  

Containers & Packaging

    1.9  

Hotels, Restaurants & Leisure

    1.8  

Trading Companies & Distributors

    1.8

Auto Components

    1.8  

Road & Rail

    1.6  

Electric Utilities

    1.6  

Multiline Retail

    1.5  

Electronic Equipment, Instruments & Components

    1.3  

Textiles, Apparel & Luxury Goods

    1.1  

Diversified Telecommunication Services

    1.1  

Food & Staples Retailing

    1.1  

Pharmaceuticals

    1.0  

Beverages

    0.9  

IT Services

    0.9  

Multi-Utilities

    0.8  

Paper & Forest Products

    0.8  

Internet & Direct Marketing Retail

    0.7  

Building Products

    0.7  

Commercial Services & Supplies

    0.6  

Wireless Telecommunication Services

    0.4  

Specialty Retail

    0.3  

Exchange-Traded Fund

    0.2  

Construction & Engineering

    0.1  

Real Estate Management & Development

    0.1  
 

 

See Notes to Financial Statements.

 

24  


Industry Classification (continued):

 

Energy Equipment & Services

    0.1

Electrical Equipment

    0.1  

Health Care Equipment & Supplies

    0.1  

Distributors

    0.1  

Semiconductors & Semiconductor Equipment

    0.1  
 

 

 

 
    105.7  

Liabilities in excess of other assets

    (5.7
 

 

 

 
    100.0
 

 

 

 

    

 

 

Financial Instruments/Transactions—Summary of Offsetting and Netting Arrangements:

The Fund entered into financial instruments/transactions during the reporting period that are either offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements that permit offsetting. The information about offsetting and related netting arrangements for financial instruments/transactions where the legal right to set-off exists is presented in the summary below.

Offsetting of financial instrument/transaction assets and liabilities:

 

Description

  Gross Market
Value of
Recognized
Assets/(Liabilities)
    Collateral
Pledged/(Received)(1)
    Net Amount  

Securities on Loan

  $ 28,449,589     $ (28,449,589   $  
 

 

 

     

 

(1)

Collateral amount disclosed by the Fund is limited to the market value of financial instruments/transactions.

 

See Notes to Financial Statements.

 

PGIM QMA Mid-Cap Value Fund     25  


Statement of Assets and Liabilities

as of October 31, 2019

 

Assets

        

Investments at value, including securities on loan of $28,449,589:

  

Unaffiliated investments (cost $544,794,861)

   $ 520,601,427  

Affiliated investments (cost $29,848,708)

     29,854,762  

Receivable for investments sold

     1,344,830  

Receivable for Fund shares sold

     826,205  

Dividends and interest receivable

     458,432  

Prepaid expenses

     4,746  
  

 

 

 

Total Assets

     553,090,402  
  

 

 

 

Liabilities

        

Payable to broker for collateral for securities on loan

     29,453,052  

Payable for Fund shares reacquired

     2,034,144  

Management fee payable

     323,944  

Accrued expenses and other liabilities

     209,299  

Distribution fee payable

     52,215  

Affiliated transfer agent fee payable

     31,096  
  

 

 

 

Total Liabilities

     32,103,750  
  

 

 

 

Net Assets

   $ 520,986,652  
  

 

 

 
          

Net assets were comprised of:

  

Common stock, at par

   $ 29,213  

Paid-in capital in excess of par

     561,761,914  

Total distributable earnings (loss)

     (40,804,475
  

 

 

 

Net assets, October 31, 2019

   $ 520,986,652  
  

 

 

 

 

See Notes to Financial Statements.

 

26  


Class A

        

Net asset value and redemption price per share,
($173,162,223 ÷ 9,714,454 shares of common stock issued and outstanding)

   $ 17.83  

Maximum sales charge (5.50% of offering price)

     1.04  
  

 

 

 

Maximum offering price to public

   $ 18.87  
  

 

 

 

Class B

        

Net asset value, offering price and redemption price per share,

  

($1,997,450 ÷ 133,044 shares of common stock issued and outstanding)

   $ 15.01  
  

 

 

 

Class C

        

Net asset value, offering price and redemption price per share,

  

($16,672,239 ÷ 1,115,928 shares of common stock issued and outstanding)

   $ 14.94  
  

 

 

 

Class R

        

Net asset value, offering price and redemption price per share,

  

($490,949 ÷ 27,334 shares of common stock issued and outstanding)

   $ 17.96  
  

 

 

 

Class Z

        

Net asset value, offering price and redemption price per share,

  

($178,692,416 ÷ 9,896,398 shares of common stock issued and outstanding)

   $ 18.06  
  

 

 

 

Class R2

        

Net asset value, offering price and redemption price per share,

  

($48,755 ÷ 2,716 shares of common stock issued and outstanding)

   $ 17.95  
  

 

 

 

Class R4

        

Net asset value, offering price and redemption price per share,

  

($3,363,423 ÷ 186,987 shares of common stock issued and outstanding)

   $ 17.99  
  

 

 

 

Class R6

        

Net asset value, offering price and redemption price per share,

  

($146,559,197 ÷ 8,135,861 shares of common stock issued and outstanding)

   $ 18.01  
  

 

 

 

 

See Notes to Financial Statements.

 

PGIM QMA Mid-Cap Value Fund     27  


Statement of Operations

Year Ended October 31, 2019

 

Net Investment Income (Loss)

        

Income

  

Unaffiliated dividend income (net of $2,001 foreign withholding tax)

   $ 19,135,854  

Income from securities lending, net (including affiliated income of $53,553)

     92,917  

Affiliated dividend income

     20,387  
  

 

 

 

Total income

     19,249,158  
  

 

 

 

Expenses

  

Management fee

     4,927,123  

Distribution fee(a)

     887,613  

Shareholder servicing fees(a)

     1,909  

Transfer agent’s fees and expenses (including affiliated expense of $213,913)(a)

     799,406  

Custodian and accounting fees

     106,944  

Registration fees(a)

     95,070  

Shareholders’ reports

     72,232  

Audit fee

     24,050  

Directors’ fees

     23,434  

Legal fees and expenses

     22,189  

Miscellaneous

     60,832  
  

 

 

 

Total expenses

     7,020,802  

Less: Fee waiver and/or expense reimbursement(a)

     (543,748

Distribution fee waiver(a)

     (98,057
  

 

 

 

Net expenses

     6,378,997  
  

 

 

 

Net investment income (loss)

     12,870,161  
  

 

 

 

Realized And Unrealized Gain (Loss) On Investments

        

Net realized gain (loss) on investment transactions (including affiliated of $(5,177))

     (18,291,610

Net change in unrealized appreciation (depreciation) on investments (including affiliated of $7,255)

     (4,367,016
  

 

 

 

Net gain (loss) on investment transactions

     (22,658,626
  

 

 

 

Net Increase (Decrease) In Net Assets Resulting From Operations

   $ (9,788,465
  

 

 

 

 

(a)

Class specific expenses and waivers were as follows:

 

     Class A     Class B     Class C     Class R     Class Z     Class R2     Class R4     Class R6  

Distribution fee

    578,483       26,988       277,093       4,930             119              

Shareholder servicing fees

                                  48       1,861        

Transfer agent’s fees and expenses

    454,709       11,258       46,330       1,169       273,971       204       2,255       9,510  

Registration fees

    13,546       11,766       12,116       11,920       13,621       12,553       12,553       6,995  

Fee waiver and/or expense reimbursement

    (262,978     (18,235     (12,112     (11,927     (114,725     (12,705     (12,955     (98,111

Distribution fee waiver

    (96,414                 (1,643                        

 

See Notes to Financial Statements.

 

28  


Statements of Changes in Net Assets

 

     Year Ended October 31,  
     2019      2018  

Increase (Decrease) in Net Assets

                 

Operations

     

Net investment income (loss)

   $ 12,870,161      $ 13,862,289  

Net realized gain (loss) on investment transactions

     (18,291,610      63,682,339  

Net change in unrealized appreciation (depreciation) on investments

     (4,367,016      (101,360,207
  

 

 

    

 

 

 

Net increase (decrease) in net assets resulting from operations

     (9,788,465      (23,815,579
  

 

 

    

 

 

 

Dividends and Distributions

     

Distributions from distributable earnings

     

Class A

     (20,556,703      (16,797,692

Class B

     (357,374      (346,004

Class C

     (4,461,338      (3,688,598

Class R

     (75,387      (39,342

Class Z

     (32,423,748      (27,750,947

Class R2

     (4,643       

Class R4

     (883       

Class R6

     (20,361,882      (11,572,792
  

 

 

    

 

 

 
     (78,241,958      (60,195,375
  

 

 

    

 

 

 

Fund share transactions (Net of share conversions)

     

Net proceeds from shares sold

     125,600,608        234,464,958  

Net asset value of shares issued in reinvestment of dividends and distributions

     74,409,134        56,283,538  

Cost of shares reacquired

     (401,185,764      (320,011,962
  

 

 

    

 

 

 

Net increase (decrease) in net assets from Fund share transactions

     (201,176,022      (29,263,466
  

 

 

    

 

 

 

Total increase (decrease)

     (289,206,445      (113,274,420

Net Assets:

                 

Beginning of year

     810,193,097        923,467,517  
  

 

 

    

 

 

 

End of year

   $ 520,986,652      $ 810,193,097  
  

 

 

    

 

 

 

 

See Notes to Financial Statements.

 

PGIM QMA Mid-Cap Value Fund     29  


Notes to Financial Statements

 

Prudential Investment Portfolios, Inc. 10 (the “Company”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The Company consists of two funds: PGIM Jennison Equity Income Fund and PGIM QMA Mid-Cap Value Fund, each of which are diversified funds. These financial statements relate only to the PGIM QMA Mid-Cap Value Fund (the “Fund”).

The investment objective of the Fund is capital growth.

1. Accounting Policies

The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 946 Financial Services—Investment Companies. The following accounting policies conform to U.S. generally accepted accounting principles. The Fund consistently follows such policies in the preparation of its financial statements.

Securities Valuation: The Fund holds securities and other assets and liabilities that are fair valued at the close of each day (generally, 4:00 PM Eastern time) the New York Stock Exchange (“NYSE”) is open for trading. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Company’s Board of Directors (the “Board”) has adopted valuation procedures for security valuation under which fair valuation responsibilities have been delegated to PGIM Investments LLC (“PGIM Investments” or the “Manager”). Pursuant to the Board’s delegation, the Manager has established a Valuation Committee responsible for supervising the fair valuation of portfolio securities and other assets and liabilities. The valuation procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers, and alternative valuation methods when market quotations are either not readily available or not deemed representative of fair value. A record of the Valuation Committee’s actions is subject to the Board’s review, approval, and ratification at its next regularly scheduled quarterly meeting.

For the fiscal reporting year-end, securities and other assets and liabilities were fair valued at the close of the last U.S. business day. Trading in certain foreign securities may occur when the NYSE is closed (including weekends and holidays). Because such foreign securities trade in markets that are open on weekends and U.S. holidays, the values of some of the Fund’s foreign investments may change on days when investors cannot purchase or redeem Fund shares.

Various inputs determine how the Fund’s investments are valued, all of which are categorized according to the three broad levels (Level 1, 2, or 3) detailed in the Schedule of

 

30  


Investments and referred to herein as the “fair value hierarchy” in accordance with FASB ASC Topic 820—Fair Value Measurements and Disclosures.

Common and preferred stocks, exchange-traded funds, and derivative instruments, such as futures or options, that are traded on a national securities exchange are valued at the last sale price as of the close of trading on the applicable exchange where the security principally trades. Securities traded via NASDAQ are valued at the NASDAQ official closing price. To the extent these securities are valued at the last sale price or NASDAQ official closing price, they are classified as Level 1 in the fair value hierarchy. In the event that no sale or official closing price on valuation date exists, these securities are generally valued at the mean between the last reported bid and ask prices, or at the last bid price in the absence of an ask price. These securities are classified as Level 2 in the fair value hierarchy.

Investments in open-end, non-exchange-traded mutual funds are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset values on the date of valuation.

Securities and other assets that cannot be priced according to the methods described above are valued based on pricing methodologies approved by the Board. In the event that unobservable inputs are used when determining such valuations, the securities will be classified as Level 3 in the fair value hierarchy.

When determining the fair value of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the Manager regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other unaffiliated mutual funds to calculate their net asset values.

Illiquid Securities: Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board approved Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of net assets. Illiquid securities are those that, because of the absence of a readily available market or due to legal or contractual restrictions on resale, may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Fund may find it difficult to sell illiquid securities at the time considered most advantageous by its subadviser and may incur transaction costs that would not be incurred in the sale of securities that were freely marketable.

 

PGIM QMA Mid-Cap Value Fund     31  


Notes to Financial Statements (continued)

 

Restricted Securities: Securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer are considered restricted as to disposition under federal securities law (“restricted securities”). Such restricted securities are valued pursuant to the valuation procedures noted above. Restricted securities that would otherwise be considered illiquid investments pursuant to the Fund’s LRMP because of legal restrictions on resale to the general public may be traded among qualified institutional buyers under Rule 144A of the Securities Act of 1933. Therefore, these Rule 144A securities, as well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act of 1933, may be classified higher than “illiquid” under the LRMP (i.e. “moderately liquid” or “less liquid” investments). However, the liquidity of the Fund’s investments in restricted securities could be impaired if trading does not develop or declines.

Master Netting Arrangements: The Company, on behalf of the Fund, is subject to various Master Agreements, or netting arrangements, with select counterparties. These are agreements which a subadviser may have negotiated and entered into on behalf of all or a portion of the Fund. A master netting arrangement between the Fund and the counterparty permits the Fund to offset amounts payable by the Fund to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Fund to cover the Fund’s exposure to the counterparty. However, there is no assurance that such mitigating factors are easily enforceable. In addition to master netting arrangements, the right to set-off exists when all the conditions are met such that each of the parties owes the other determinable amounts, the reporting party has the right to set-off the amount owed with the amount owed by the other party, the reporting party intends to set-off and the right of set-off is enforceable by law. During the reporting period, there was no intention to settle on a net basis and all amounts are presented on a gross basis on the Statement of Assets and Liabilities.

Securities Lending: The Fund lends its portfolio securities to banks and broker-dealers. The loans are secured by collateral at least equal to the market value of the securities loaned. Collateral pledged by each borrower is invested in an affiliated money market fund and is marked to market daily, based on the previous day’s market value, such that the value of the collateral exceeds the value of the loaned securities. In the event of significant appreciation in value of securities on loan on the last business day of the reporting period, the financial statements may reflect a collateral value that is less than the market value of the loaned securities. Such shortfall is remedied as described above. Loans are subject to termination at the option of the borrower or the Fund. Upon termination of the loan, the borrower will return to the Fund securities identical to the loaned securities. Should the borrower of the securities fail financially, the Fund has the right to repurchase the securities in the open market using the collateral.

 

32  


The Fund recognizes income, net of any rebate and securities lending agent fees, for lending its securities in the form of fees or interest on the investment of any cash received as collateral. The borrower receives all interest and dividends from the securities loaned and such payments are passed back to the lender in amounts equivalent thereto. The Fund also continues to recognize any unrealized gain (loss) in the market price of the securities loaned and on the change in the value of the collateral invested that may occur during the term of the loan. In addition, realized gain (loss) is recognized on changes in the value of the collateral invested upon liquidation of the collateral. Net earnings from securities lending are disclosed on the Statement of Operations as “Income from securities lending, net”.

Equity and Mortgage Real Estate Investment Trusts (collectively equity REITs): The Fund invested in equity REITs, which report information on the source of their distributions annually. Based on current and historical information, a portion of distributions received from equity REITs during the period is estimated to be dividend income, capital gain or return of capital and recorded accordingly. When material, these estimates are adjusted periodically when the actual source of distributions is disclosed by the equity REITs.

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains (losses) from investment and currency transactions are calculated on the specific identification method. Dividend income is recorded on the ex-date, or for certain foreign securities, when the Fund becomes aware of such dividends. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual. Net investment income or loss (other than class specific expenses and waivers, which are allocated as noted below) and unrealized and realized gains (losses) are allocated daily to each class of shares based upon the relative proportion of adjusted net assets of each class at the beginning of the day. Class specific expenses and waivers, where applicable, are charged to the respective share classes. Class specific expenses include distribution fees and distribution fee waivers, shareholder servicing fees, transfer agent’s fees and expenses, registration fees and fee waivers and/or expense reimbursements, as applicable.

Taxes: It is the Fund’s policy to continue to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net investment income and capital gains, if any, to its shareholders. Therefore, no federal income tax provision is required. Withholding taxes on foreign dividends, interest and capital gains, if any, are recorded, net of reclaimable amounts, at the time the related income is earned.

Tax reform legislation commonly referred to as the Tax Cuts and Jobs Act permits a direct REIT shareholder to claim a 20% “qualified business income” deduction for ordinary REIT dividends. The tax legislation did not expressly permit regulated investment companies (“RICs”) paying dividends attributable to such income to pass through this special treatment to its shareholders. On January 18, 2019, the Internal Revenue Service issued final regulations that permit RICs to pass through “qualified REIT dividends” to their shareholders.

 

PGIM QMA Mid-Cap Value Fund     33  


Notes to Financial Statements (continued)

 

Dividends and Distributions: The Fund expects to pay dividends from net investment income and distributions from net realized capital gains, if any, annually. Dividends and distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from generally accepted accounting principles, are recorded on the ex-date. Permanent book/tax differences relating to income and gain (loss) are reclassified between total distributable earnings (loss) and paid-in capital in excess of par, as appropriate.

Estimates: The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

2. Agreements

The Company, on behalf of the Fund, has a management agreement with the Manager. Pursuant to this agreement, the Manager has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. In addition, under the management agreement, the Manager provides all of the administrative functions necessary for the organization, operation and management of the Fund. The Manager administers the corporate affairs of the Fund and, in connection therewith, furnishes the Fund with office facilities, together with those ordinary clerical and bookkeeping services which are not being furnished by the Fund’s custodian and the Fund’s transfer agent. The Manager is also responsible for the staffing and management of dedicated groups of legal, marketing, compliance and related personnel necessary for the operation of the Fund. The legal, marketing, compliance and related personnel are also responsible for the management and oversight of the various service providers to the Fund, including, but not limited to, the custodian, transfer agent, and accounting agent.

The Manager has entered into a subadvisory agreement with QMA LLC (“QMA”) (formerly known as Quantitative Management Associates, LLC). The subadvisory agreement provides that QMA will furnish investment advisory services in connection with the management of the Fund. In connection therewith, QMA is obligated to keep certain books and records of the Fund. The Manager pays for the services of QMA, the cost of compensation of officers of the Fund, occupancy and certain clerical and bookkeeping costs of the Fund. The Fund bears all other costs and expenses.

The management fee paid to the Manager is accrued daily and payable monthly at an annual rate of 0.73% of the Fund’s average daily net assets up to $1 billion, 0.71% of the next $2 billion, 0.69% of the next $2 billion, and 0.67% of the average daily net assets in excess of $5 billion. The effective management fee rate before any waivers and/or expense reimbursements was 0.73% for the year ended October 31, 2019.

 

34  


The Manager has contractually agreed, through February 28, 2021, to limit total annual operating expenses after fee waivers and/or expense reimbursements to 1.13% of average daily net assets for Class A shares, 1.95% of average daily net assets for Class B shares, 1.95% of average daily net assets for Class C shares, 1.45% of average daily net assets for Class R shares, 0.95% of average daily net assets for Class Z shares, 1.23% of average daily net assets for Class R2 shares, 0.98% of average daily net assets for Class R4 shares and 0.73% of average daily net assets for Class R6 shares. This contractual waiver excludes interest, brokerage, taxes (such as income and foreign withholdings taxes, stamp duty and deferred tax expenses), acquired fund fees and expenses, extraordinary expenses, and certain other Fund expenses such as dividend and interest expense and broker charges on short sales. Where applicable, the Manager agrees to waive management fees or shared operating expenses an any share class to the same extent that it waives similar expenses on any other share class. In addition, total annual operating expenses for Class R6 shares will not exceed total annual operating expenses for Class Z shares. Fees and/or expenses waived and/or reimbursed by the Manager may be recouped by the Manager within the same fiscal year during which such waiver/reimbursement is made if such recoupment can be realized without exceeding the expense limit in effect at the time of the recoupment for that fiscal year.

The Company, on behalf of the Fund, has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Class A, Class B, Class C, Class R, Class Z, Class R2, Class R4 and Class R6 shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A, Class B, Class C, Class R and Class R2 shares, pursuant to the plans of distribution (the “Distribution Plans”), regardless of expenses actually incurred by PIMS. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of the Class Z, Class R4 and Class R6 shares of the Fund.

Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to 0.30%, 1%, 1%, 0.75% and 0.25% of the average daily net assets of the Class A, Class B, Class C, Class R and Class R2 shares, respectively. PIMS has contractually agreed through February 28, 2021 to limit such fees to 0.25% and 0.50% of the average daily net assets of the Class A and Class R shares, respectively.

The Fund has adopted a Shareholder Services Plan with respect to Class R2 and Class R4 shares. Under the terms of the Shareholder Services Plan, Class R2 and Class R4 shares are authorized to pay to Prudential Mutual Fund Services LLC (“PMFS”), its affiliates or third-party service providers, as compensation for services rendered to the shareholders of such Class R2 or Class R4 shares, a shareholder service fee at an annual rate of 0.10% of the average daily net assets attributable to Class R2 and Class R4 shares. The shareholder service fee is accrued daily and paid monthly.

For the year ended October 31, 2019, PIMS received $58,196 in front-end sales charges resulting from sales of Class A shares. Additionally, for the year ended October 31, 2019, PIMS received $2,893 and $542 in contingent deferred sales charges imposed upon

 

PGIM QMA Mid-Cap Value Fund     35  


Notes to Financial Statements (continued)

 

redemptions by certain Class B and Class C shareholders, respectively. From these fees, PIMS paid such sales charges to broker-dealers, who in turn paid commissions to salespersons and incurred other distribution costs.

PGIM Investments, PIMS and QMA are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).

3. Other Transactions with Affiliates

Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PGIM Investments and an indirect, wholly-owned subsidiary of Prudential, serves as the Company’s transfer agent. Transfer agent’s fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.

The Fund may invest its overnight sweep cash in the PGIM Core Ultra Short Bond Fund (the “Core Fund”), and its securities lending cash collateral in the PGIM Institutional Money Market Fund (the “Money Market Fund”), each a series of Prudential Investment Portfolios 2, registered under the 1940 Act and managed by PGIM Investments. Through the Fund’s investments in the mentioned underlying funds, PGIM Investments and/or its affiliates are paid fees or reimbursed for providing their services. In addition to the realized and unrealized gains on investments in the Core Fund and Money Market Fund, earnings from such investments are disclosed on the Statement of Operations as “Affiliated dividend income” and “Income from securities lending, net”, respectively.

The Fund may enter into certain securities purchase or sale transactions under Board approved Rule 17a-7 procedures. Rule 17a-7 is an exemptive rule under the 1940 Act, that subject to certain conditions, permits purchase and sale transactions among affiliated investment companies, or between an investment company and a person that is affiliated solely by reason of having a common (or affiliated) investment adviser, common directors, and/or common officers. Pursuant to the Rule 17a-7 procedures and consistent with guidance issued by the SEC, the Company’s Chief Compliance Officer (“CCO”) prepares a quarterly summary of all such transactions for submission to the Board, together with the CCO’s written representation that all such 17a-7 transactions were effected in accordance with the Fund’s Rule 17a-7 procedures. For the year ended October 31, 2019, no 17a-7 transactions were entered into by the Fund.

4. Portfolio Securities

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Government securities) for the year ended October 31, 2019, were $392,646,563 and $655,512,561, respectively.

 

36  


A summary of the cost of purchases and proceeds from sales of shares of affiliated investments for the year ended October 31, 2019, is presented as follows:

 

Value,
Beginning
of Year
    Cost of
Purchases
    Proceeds
from Sales
    Change in
Unrealized
Gain
(Loss)
    Realized
Gain
(Loss)
    Value,
End of
Year
    Shares,
End of
Year
    Income  
 

PGIM Core Ultra Short Bond Fund*

         
$ 1,065,968     $ 92,168,585     $ 92,883,944     $     $     $ 350,609       350,609     $ 20,387  
 

PGIM Institutional Money Market Fund*

         
  59,834,012       244,928,275       275,260,212       7,255       (5,177     29,504,153       29,498,254       53,553 ** 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 
$ 60,899,980     $ 337,096,860     $ 368,144,156     $ 7,255     $ (5,177   $ 29,854,762       $ 73,940  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

 

 

*

The Fund did not have any capital gain distributions during the reporting period.

**

This amount is included in “Income from securities lending, net” on the Statement of Operations.

5. Distributions and Tax Information

Distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from generally accepted accounting principles, are recorded on the ex-date.

For the year ended October 31, 2019, the tax character of dividends paid by the Fund were $37,400,078 of ordinary income and $40,841,880 of long-term capital gains. For the year ended October 31, 2018, the tax character of dividends paid by the Fund were $57,903,538 of ordinary income and $2,291,837 of long-term capital gains.

As of October 31, 2019, the accumulated undistributed earnings on a tax basis was $8,180,378 of ordinary income.

The United States federal income tax basis of the Fund’s investments and the net unrealized depreciation as of October 31, 2019 were as follows:

 

Tax Basis

 

Gross

Unrealized

Appreciation

 

Gross

Unrealized

Depreciation

 

Net

Unrealized

Depreciation

$577,146,735   $50,314,162   $(77,004,708)   $(26,690,546)

The book basis differs from tax basis primarily due to deferred losses on wash sales and other cost basis adjustments.

For federal income tax purposes, the Fund had a capital loss carryforward as of October 31, 2019 of approximately $22,294,000 which can be carried forward for an unlimited period. No capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such losses.

 

PGIM QMA Mid-Cap Value Fund     37  


Notes to Financial Statements (continued)

 

The Manager has analyzed the Fund’s tax positions taken on federal, state and local income tax returns for all open tax years and has concluded that no provision for income tax is required in the Fund’s financial statements for the current reporting period. Since tax authorities can examine previously filed tax returns, the Fund’s U.S. federal and state tax returns for each of the four fiscal years up to the most recent fiscal year ended October 31, 2019 are subject to such review.

6. Capital and Ownership

The Fund offers Class A, Class B, Class C, Class R, Class Z, Class R2, Class R4 and Class R6 shares. Class A shares are sold with a maximum front-end sales charge of 5.50%. Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are subject to a contingent deferred sales charge (“CDSC”) of 1%, although they are not subject to an initial sales charge. The Class A CDSC is waived for certain retirement and/or benefit plans. A special exchange privilege is also available for shareholders who qualified to purchase Class A shares at net asset value. Class B shares are sold with a CDSC which declines from 5% to zero depending on the period of time the shares are held. Class B shares will automatically convert to Class A shares on a monthly basis approximately seven years after purchase. Class B shares are closed to new purchases. Class C shares are sold with a CDSC of 1% on sales made within 12 months of purchase. Class C shares will automatically convert to Class A shares on a monthly basis approximately 10 years after purchase. Class R, Class Z, Class R2, Class R4 and Class R6 shares are not subject to any sales or redemption charge and are available exclusively for sale to a limited group of investors.

Under certain circumstances, an exchange may be made from specified share classes of the Fund to one or more other share classes of the Fund as presented in the table of transactions in shares of common stock.

The authorized capital stock of the Company is 5.5 billion shares, with a par value of $0.001 per share. Of the Company’s authorized capital stock, 800 million authorized shares have been allocated to the Fund and divided into nine classes, designated Class A, Class B, Class C, Class R, Class Z, Class R2, Class R4, Class T and Class R6 common stock, each of which consists of 100 million, 5 million, 30 million, 75 million, 175 million, 75 million, 75 million, 75 million and 190 million authorized shares, respectively. The Fund currently does not have any Class T shares outstanding.

As of October 31, 2019, Prudential, through its affiliated entities, including affiliated funds (if applicable), owned 622 Class R shares, 493 Class R2 shares, 494 Class R4 shares and 1,791,693 Class R6 shares of the Fund. At reporting period end, four shareholders of

 

38  


record, each holding greater than 5% of the Fund, held 29% of the Fund’s outstanding shares, of which 5% were held by an affiliate of Prudential.

Transactions in shares of common stock were as follows:

 

Class A

     Shares      Amount  

Year ended October 31, 2019:

       

Shares sold

       1,248,495      $ 21,985,766  

Shares issued in reinvestment of dividends and distributions

       1,114,756        18,282,001  

Shares reacquired

       (4,357,566      (77,969,405
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (1,994,315      (37,701,638

Shares issued upon conversion from other share class(es)

       977,310        17,996,851  

Shares reacquired upon conversion into other share class(es)

       (149,326      (2,680,782
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (1,166,331    $ (22,385,569
    

 

 

    

 

 

 

Year ended October 31, 2018:

       

Shares sold

       1,550,466      $ 34,408,657  

Shares issued in reinvestment of dividends and distributions

       663,954        14,792,904  

Shares reacquired

       (3,071,311      (68,066,084
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (856,891      (18,864,523

Shares issued upon conversion from other share class(es)

       62,781        1,395,218  

Shares reacquired upon conversion into other share class(es)

       (380,259      (8,366,084
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (1,174,369    $ (25,835,389
    

 

 

    

 

 

 

Class B

               

Year ended October 31, 2019:

       

Shares sold

       1,671      $ 24,444  

Shares issued in reinvestment of dividends and distributions

       24,751        344,290  

Shares reacquired

       (69,619      (1,062,735
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (43,197      (694,001

Shares reacquired upon conversion into other share class(es)

       (32,166      (495,312
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (75,363    $ (1,189,313
    

 

 

    

 

 

 

Year ended October 31, 2018:

       

Shares sold

       16,601      $ 326,735  

Shares issued in reinvestment of dividends and distributions

       16,841        324,191  

Shares reacquired

       (71,112      (1,346,173
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (37,670      (695,247

Shares reacquired upon conversion into other share class(es)

       (31,661      (616,083
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (69,331    $ (1,311,330
    

 

 

    

 

 

 

 

PGIM QMA Mid-Cap Value Fund     39  


Notes to Financial Statements (continued)

 

Class C

     Shares      Amount  

Year ended October 31, 2019:

       

Shares sold

       112,154      $ 1,610,264  

Shares issued in reinvestment of dividends and distributions

       308,195        4,265,421  

Shares reacquired

       (625,956      (9,283,966
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (205,607      (3,408,281

Shares reacquired upon conversion into other share class(es)

       (1,149,348      (17,818,807
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (1,354,955    $ (21,227,088
    

 

 

    

 

 

 

Year ended October 31, 2018:

       

Shares sold

       116,594      $ 2,223,483  

Shares issued in reinvestment of dividends and distributions

       182,413        3,495,035  

Shares reacquired

       (600,932      (11,412,345
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (301,925      (5,693,827

Shares reacquired upon conversion into other share class(es)

       (169,484      (3,184,495
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (471,409    $ (8,878,322
    

 

 

    

 

 

 

Class R

               

Year ended October 31, 2019:

       

Shares sold

       6,086      $ 110,610  

Shares issued in reinvestment of dividends and distributions

       4,550        75,386  

Shares reacquired

       (22,601      (407,257
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (11,965    $ (221,261
    

 

 

    

 

 

 

Year ended October 31, 2018:

       

Shares sold

       35,853      $ 802,404  

Shares issued in reinvestment of dividends and distributions

       1,751        39,341  

Shares reacquired

       (31,385      (705,415
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       6,219      $ 136,330  
    

 

 

    

 

 

 

Class Z

               

Year ended October 31, 2019:

       

Shares sold

       3,337,982      $ 59,875,298  

Shares issued in reinvestment of dividends and distributions

       1,875,368        31,074,844  

Shares reacquired

       (12,192,000      (219,626,025
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (6,978,650      (128,675,883

Shares issued upon conversion from other share class(es)

       184,856        3,354,956  

Shares reacquired upon conversion into other share class(es)

       (21,760      (397,602
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (6,815,554    $ (125,718,529
    

 

 

    

 

 

 

Year ended October 31, 2018:

       

Shares sold

       4,400,794      $ 98,167,907  

Shares issued in reinvestment of dividends and distributions

       1,159,824        26,084,430  

Shares reacquired

       (8,425,650      (187,815,467
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (2,865,032      (63,563,130

Shares issued upon conversion from other share class(es)

       512,238        11,376,184  

Shares reacquired upon conversion into other share class(es)

       (45,593      (1,008,202
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (2,398,387    $ (53,195,148
    

 

 

    

 

 

 

 

40  


Class R2

     Shares      Amount  

Year ended October 31, 2019:

       

Shares sold

       181      $ 3,175  

Shares issued in reinvestment of dividends and distributions

       281        4,643  

Shares reacquired

       (117      (2,127
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       345      $ 5,691  
    

 

 

    

 

 

 

Period ended October 31, 2018*:

       

Shares sold

       2,371      $ 52,753  
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       2,371      $ 52,753  
    

 

 

    

 

 

 

Class R4

               

Year ended October 31, 2019:

       

Shares sold

       221,835      $ 3,899,549  

Shares issued in reinvestment of dividends and distributions

       53        883  

Shares reacquired

       (35,342      (619,334
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       186,546      $ 3,281,098  
    

 

 

    

 

 

 

Period ended October 31, 2018*:

       

Shares sold

       441      $ 10,000  
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       441      $ 10,000  
    

 

 

    

 

 

 

Class R6

               

Year ended October 31, 2019:

       

Shares sold

       2,130,114      $ 38,091,502  

Shares issued in reinvestment of dividends and distributions

       1,232,546        20,361,666  

Shares reacquired

       (5,174,555      (92,214,915
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (1,811,895      (33,761,747

Shares issued upon conversion from other share class(es)

       2,231        40,696  
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (1,809,664    $ (33,721,051
    

 

 

    

 

 

 

Year ended October 31, 2018:

       

Shares sold

       4,424,882      $ 98,473,019  

Shares issued in reinvestment of dividends and distributions

       514,830        11,547,637  

Shares reacquired

       (2,281,991      (50,666,478
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       2,657,721        59,354,178  

Shares issued upon conversion from other share class(es)

       18,365        403,462  
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       2,676,086      $ 59,757,640  
    

 

 

    

 

 

 

 

*

Commencement of offering was December 28, 2017.

7. Borrowings

The Company, on behalf of the Fund, along with other affiliated registered investment companies (the “Funds”), is a party to a Syndicated Credit Agreement (“SCA”) with a group of banks. The purpose of the SCA is to provide an alternative source of temporary funding for capital share redemptions. The table below provides details of the current SCA in effect at the reporting period-end as well as the prior SCA.

 

      Current SCA    Prior SCA

Term of Commitment

   10/3/2019 –10/1/2020    10/4/2018 –10/2/2019

Total Commitment

   $ 900 million    $ 900 million

Annualized Commitment Fee on the Unused Portion of the SCA

   0.15%    0.15%

 

PGIM QMA Mid-Cap Value Fund     41  


Notes to Financial Statements (continued)

 

     Current SCA    Prior SCA

Annualized Interest Rate on Borrowings

  1.20% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate or (3) zero percent    1.25% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate or (3) zero percent

Certain affiliated registered investment companies that are parties to the SCA include portfolios that are subject to a predetermined mathematical formula used to manage certain benefit guarantees offered under variable annuity contracts. The formula may result in large scale asset flows into and out of these portfolios. Consequently, these portfolios may be more likely to utilize the SCA for purposes of funding redemptions. It may be possible for those portfolios to fully exhaust the committed amount of the SCA, thereby requiring the Manager to allocate available funding per a Board-approved methodology designed to treat the Funds in the SCA equitably.

The Fund utilized the SCA during the year ended October 31, 2019. The average daily balance for the 131 days that the Fund had loans outstanding during the period was approximately $1,471,084, borrowed at a weighted average interest rate of 3.46%. The maximum loan outstanding amount during the period was $12,145,000. At October 31, 2019, the Fund did not have an outstanding loan amount.

8. Risks of Investing in the Fund

The Fund’s risks include, but are not limited to, some or all of the risks discussed below:

Equity and Equity-Related Securities Risks: The value of a particular security could go down and you could lose money. In addition to an individual security losing value, the value of the equity markets or a sector in which the Fund invests could go down. The Fund’s holdings can vary significantly from broad market indexes and the performance of the Fund can deviate from the performance of these indexes. Different parts of a market can react differently to adverse issuer, market, regulatory, political and economic developments.

Market and Credit Risk: Securities markets may be volatile and the market prices of the Fund’s securities may decline. Securities fluctuate in price based on changes in an issuer’s financial condition and overall market and economic conditions. If the market prices of the securities owned by the Fund fall, the value of an investment in the Fund will decline. Additionally, the Fund may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

 

42  


Risks of Investing in equity REITs: Real estate securities are subject to similar risks as direct investments in real estate and mortgages, and their value will depend on the value of the underlying properties or the underlying loans or interests. The underlying loans may be subject to the risks of default or of payments that occur earlier or later than expected, and such loans may also include so-called “subprime” mortgages. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and interest rates. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties.

In addition, investing in equity REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the equity REITs, while mortgage REITs may be affected by the quality of any credit extended. Equity REITs are dependent upon management skills, may not be diversified geographically or by property/mortgage asset type, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. Since equity REITs are relatively smaller in size when compared to the broader market, and smaller companies tend to be more volatile than larger companies, they may be more volatile and/or more illiquid than other types of equity securities. Equity REITs are subject to interest rate risks. Equity REITs may incur significant amounts of leverage. The Fund will indirectly bear a portion of the expenses, including management fees, paid by each equity REIT in which it invests, in addition to the expenses of the Fund.

9. Recent Accounting Pronouncements and Reporting Updates

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, which changes certain fair value measurement disclosure requirements. The new ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the Fund’s policy for the timing of transfers between levels. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Manager has evaluated the implications of certain provisions of the ASU and has determined to early adopt aspects related to the removal and modification of certain fair value measurement disclosures under the ASU effective immediately. The Manager continues to evaluate certain other provisions of the ASU and does not expect a material impact to financial statement disclosures.

 

 

PGIM QMA Mid-Cap Value Fund     43  


Financial Highlights

 

Class A Shares  
     Year Ended October 31,  
     2019     2018     2017     2016     2015  
Per Share Operating Performance(a):                                        
Net Asset Value, Beginning of Year     $20.17       $22.24       $19.48       $20.29       $21.57  
Income (loss) from investment operations:                                        
Net investment income (loss)     0.30       0.30       0.28       0.22       0.23  
Net realized and unrealized gain (loss) on investment transactions     (0.66     (0.95     3.11       0.34       (0.23
Total from investment operations     (0.36     (0.65     3.39       0.56       -  
Less Dividends and Distributions:                                        
Dividends from net investment income     (0.41     (0.32     (0.25     (0.21     (0.12
Distributions from net realized gains     (1.57     (1.10     (0.38     (1.16     (1.16
Total dividends and distributions     (1.98     (1.42     (0.63     (1.37     (1.28
Net asset value, end of year     $17.83       $20.17       $22.24       $19.48       $20.29  
Total Return(b):     (0.95)%       (3.54)%       17.56%       3.38%       0.15%  
Ratios/Supplemental Data:  
Net assets, end of year (000)     $173,162       $219,477       $268,067       $272,964       $288,607  
Average net assets (000)     $192,828       $259,013       $283,669       $277,601       $267,085  
Ratios to average net assets(c)(d):                                        
Expenses after waivers and/or expense reimbursement     1.13%       1.18%       1.21%       1.20%       1.21%  
Expenses before waivers and/or expense reimbursement     1.32%       1.33%       1.34%       1.34%       1.35%  
Net investment income (loss)     1.69%       1.35%       1.31%       1.16%       1.09%  
Portfolio turnover rate(e)     58%       78%       112%       87%       101%  

 

(a)

Calculated based on average shares outstanding during the year.

(b)

Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c)

Does not include expenses of the underlying funds in which the Fund invests.

(d)

Effective August 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(e)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

44  


Class B Shares  
     Year Ended October 31,  
     2019     2018     2017     2016     2015  
Per Share Operating Performance(a):                                        
Net Asset Value, Beginning of Year     $17.31       $19.29       $16.99       $17.88       $19.17  
Income (loss) from investment operations:                                        
Net investment income (loss)     0.14       0.11       0.10       0.07       0.07  
Net realized and unrealized gain (loss) on investment transactions     (0.60     (0.80     2.72       0.28       (0.20
Total from investment operations     (0.46     (0.69     2.82       0.35       (0.13
Less Dividends and Distributions:                                        
Dividends from net investment income     (0.27     (0.19     (0.14     (0.08     -  
Distributions from net realized gains     (1.57     (1.10     (0.38     (1.16     (1.16
Total dividends and distributions     (1.84     (1.29     (0.52     (1.24     (1.16
Net asset value, end of year     $15.01       $17.31       $19.29       $16.99       $17.88  
Total Return(b):     (1.81)%       (4.27)%       16.71%       2.57%       (0.59)%  
Ratios/Supplemental Data:  
Net assets, end of year (000)     $1,997       $3,608       $5,357       $6,063       $7,202  
Average net assets (000)     $2,699       $4,789       $6,566       $6,263       $7,886  
Ratios to average net assets(c)(d):                                        
Expenses after waivers and/or expense reimbursement     1.95%       1.95%       1.96%       1.95%       1.96%  
Expenses before waivers and/or expense reimbursement     2.63%       2.37%       2.09%       2.04%       2.05%  
Net investment income (loss)     0.93%       0.58%       0.56%       0.43%       0.35%  
Portfolio turnover rate(e)     58%       78%       112%       87%       101%  

 

(a)

Calculated based on average shares outstanding during the year.

(b)

Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c)

Does not include expenses of the underlying funds in which the Fund invests.

(d)

Effective August 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(e)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

PGIM QMA Mid-Cap Value Fund     45  


Financial Highlights (continued)

 

Class C Shares  
     Year Ended October 31,  
     2019     2018     2017     2016     2015  
Per Share Operating Performance(a):                                        
Net Asset Value, Beginning of Year     $17.24       $19.21       $16.93       $17.81       $19.10  
Income (loss) from investment operations:                                        
Net investment income (loss)     0.16       0.11       0.10       0.07       0.06  
Net realized and unrealized gain (loss) on investment transactions     (0.61     (0.79     2.70       0.29       (0.19
Total from investment operations     (0.45     (0.68     2.80       0.36       (0.13
Less Dividends and Distributions:                                        
Dividends from net investment income     (0.28     (0.19     (0.14     (0.08     -  
Distributions from net realized gains     (1.57     (1.10     (0.38     (1.16     (1.16
Total dividends and distributions     (1.85     (1.29     (0.52     (1.24     (1.16
Net asset value, end of year     $14.94       $17.24       $19.21       $16.93       $17.81  
Total Return(b):     (1.76)%       (4.22)%       16.65%       2.64%       (0.59)%  
Ratios/Supplemental Data:  
Net assets, end of year (000)     $16,672       $42,595       $56,517       $55,164       $62,110  
Average net assets (000)     $27,709       $52,438       $59,943       $57,300       $59,460  
Ratios to average net assets(c)(d):                                        
Expenses after waivers and/or expense reimbursement     1.94%       1.92%       1.96%       1.95%       1.96%  
Expenses before waivers and/or expense reimbursement     1.98%       1.97%       2.03%       2.04%       2.05%  
Net investment income (loss)     1.08%       0.60%       0.55%       0.42%       0.34%  
Portfolio turnover rate(e)     58%       78%       112%       87%       101%  

 

(a)

Calculated based on average shares outstanding during the year.

(b)

Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c)

Does not include expenses of the underlying funds in which the Fund invests.

(d)

Effective August 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(e)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

46  


Class R Shares  
    

 

Year Ended October 31,

         

December 22,
2014(a)

through
October 31,

2015

 
     2019     2018     2017     2016        
Per Share Operating Performance(b):                                                
Net Asset Value, Beginning of Period     $20.30       $22.38       $19.60       $20.40               $20.98  
Income (loss) from investment operations:                                                
Net investment income (loss)     0.25       0.24       0.22       0.18               0.12  
Net realized and unrealized gain (loss) on investment transactions     (0.67     (0.95     3.15       0.34               (0.70
Total from investment operations     (0.42     (0.71     3.37       0.52               (0.58
Less Dividends and Distributions:                                                
Dividends from net investment income     (0.35     (0.27     (0.21     (0.16             -  
Distributions from net realized gains     (1.57     (1.10     (0.38     (1.16             -  
Total dividends and distributions     (1.92     (1.37     (0.59     (1.32             -  
Net asset value, end of period     $17.96       $20.30       $22.38       $19.60               $20.40  
Total Return(c):     (1.29)%       (3.76)%       17.31%       3.12%               (2.76)%  
Ratios/Supplemental Data:        
Net assets, end of period (000)     $491       $798       $740       $89               $354  
Average net assets (000)     $657       $888       $412       $293               $261  
Ratios to average net assets(d)(e):                                                
Expenses after waivers and/or expense reimbursement     1.45%       1.42%       1.44%       1.45%               1.51% (f) 
Expenses before waivers and/or expense reimbursement     3.51%       3.42%       4.01%       1.79%               1.81% (f) 
Net investment income (loss)     1.39%       1.07%       0.99%       0.99%               0.67% (f) 
Portfolio turnover rate(g)     58%       78%       112%       87%               101%  

 

(a)

Commencement of offering.

(b)

Calculated based on average shares outstanding during the period.

(c)

Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(d)

Does not include expenses of the underlying funds in which the Fund invests.

(e)

Effective August 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(f)

Annualized.

(g)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

PGIM QMA Mid-Cap Value Fund     47  


Financial Highlights (continued)

 

Class Z Shares  
     Year Ended October 31,  
     2019     2018     2017     2016     2015  
Per Share Operating Performance(a):                                        
Net Asset Value, Beginning of Year     $20.40       $22.48       $19.68       $20.49       $21.76  
Income (loss) from investment operations:                                        
Net investment income (loss)     0.37       0.35       0.34       0.26       0.28  
Net realized and unrealized gain (loss) on investment transactions     (0.68     (0.95     3.14       0.35       (0.22
Total from investment operations     (0.31     (0.60     3.48       0.61       0.06  
Less Dividends and Distributions:                                        
Dividends from net investment income     (0.46     (0.38     (0.30     (0.26     (0.17
Distributions from net realized gains     (1.57     (1.10     (0.38     (1.16     (1.16
Total dividends and distributions     (2.03     (1.48     (0.68     (1.42     (1.33
Net asset value, end of year     $18.06       $20.40       $22.48       $19.68       $20.49  
Total Return(b):     (0.64)%       (3.30)%       17.84%       3.64%       0.45%  
Ratios/Supplemental Data:  
Net assets, end of year (000)     $178,692       $340,962       $429,566       $339,119       $318,977  
Average net assets (000)     $262,457       $414,839       $402,691       $332,406       $262,069  
Ratios to average net assets(c)(d):                                        
Expenses after waivers and/or expense reimbursement     0.84%       0.93%       0.95%       0.95%       0.96%  
Expenses before waivers and/or expense reimbursement     0.88%       0.98%       1.02%       1.04%       1.05%  
Net investment income (loss)     2.02%       1.59%       1.55%       1.40%       1.31%  
Portfolio turnover rate(e)     58%       78%       112%       87%       101%  

 

(a)

Calculated based on average shares outstanding during the year.

(b)

Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c)

Does not include expenses of the underlying funds in which the Fund invests.

(d)

Effective August 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(e)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

48  


Class R2 Shares                     
    

Year Ended

October 31,

2019

         

December 28,
2017(a)
through
October 31,

2018

 
         
Per Share Operating Performance(b):                        
Net Asset Value, Beginning of Period     $20.29               $22.68  
Income (loss) from investment operations:                        
Net investment income (loss)     0.29               0.06  
Net realized and unrealized gain (loss) on investment transactions     (0.67             (2.45
Total from investment operations     (0.38             (2.39
Less Dividends and Distributions:                        
Dividends from net investment income     (0.39             -  
Distributions from net realized gains     (1.57             -  
Total dividends and distributions     (1.96             -  
Net asset value, end of period     $17.95               $20.29  
Total Return(c):     (1.07)%               (10.54 )% 
Ratios/Supplemental Data:                  
Net assets, end of period (000)     $49               $48  
Average net assets (000)     $48               $15  
Ratios to average net assets(d):                        
Expenses after waivers and/or expense reimbursement     1.23%               1.26% (e) 
Expenses before waivers and/or expense reimbursement     27.75%               150.41% (e) 
Net investment income (loss)     1.61%               0.31% (e) 
Portfolio turnover rate(f)     58%               78%  

 

(a)

Commencement of offering.

(b)

Calculated based on average shares outstanding during the period.

(c)

Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(d)

Does not include expenses of the underlying funds in which the Fund invests.

(e)

Annualized.

(f)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

PGIM QMA Mid-Cap Value Fund     49  


Financial Highlights (continued)

 

Class R4 Shares                     
    

Year Ended

October 31,

2019

         

December 28,
2017(a)
through
October 31,

2018

 
         
Per Share Operating Performance(b):                        
Net Asset Value, Beginning of Period     $20.33               $22.68  
Income (loss) from investment operations:                        
Net investment income (loss)     0.34               0.21  
Net realized and unrealized gain (loss) on investment transactions     (0.68             (2.56
Total from investment operations     (0.34             (2.35
Less Dividends and Distributions:                        
Dividends from net investment income     (0.43             -  
Distributions from net realized gains     (1.57             -  
Total dividends and distributions     (2.00             -  
Net asset value, end of period     $17.99               $20.33  
Total Return(c):     (0.79)%               (10.36)%  
Ratios/Supplemental Data:        
Net assets, end of period (000)     $3,363               $9  
Average net assets (000)     $1,861               $10  
Ratios to average net assets(d):                        
Expenses after waivers and/or expense reimbursement     0.98%               1.02% (e) 
Expenses before waivers and/or expense reimbursement     1.68%               225.30% (e) 
Net investment income (loss)     1.93%               1.14% (e) 
Portfolio turnover rate(f)     58%               78%  

 

(a)

Commencement of offering.

(b)

Calculated based on average shares outstanding during the period.

(c)

Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(d)

Does not include expenses of the underlying funds in which the Fund invests.

(e)

Annualized.

(f)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

50  


Class R6 Shares  
     Year Ended October 31,  
     2019     2018     2017     2016     2015  
Per Share Operating Performance(a):                                        
Net Asset Value, Beginning of Year     $20.38       $22.45       $19.65       $20.47       $21.75  
Income (loss) from investment operations:                                        
Net investment income (loss)     0.38       0.38       0.37       0.29       0.31  
Net realized and unrealized gain (loss) on investment transactions     (0.69     (0.94     3.14       0.35       (0.23
Total from investment operations     (0.31     (0.56     3.51       0.64       0.08  
Less Dividends and Distributions:                                        
Dividends from net investment income     (0.49     (0.41     (0.33     (0.30     (0.20
Distributions from net realized gains     (1.57     (1.10     (0.38     (1.16     (1.16
Total dividends and distributions     (2.06     (1.51     (0.71     (1.46     (1.36
Net asset value, end of year     $18.01       $20.38       $22.45       $19.65       $20.47  
Total Return(b):     (0.59)%       (3.12)%       18.03%       3.79%       0.55%  
Ratios/Supplemental Data:  
Net assets, end of year (000)     $146,559       $202,697       $163,221       $95,960       $74,707  
Average net assets (000)     $186,689       $200,226       $125,192       $82,160       $43,995  
Ratios to average net assets(c)(d):                                        
Expenses after waivers and/or expense reimbursement     0.73%       0.78%       0.80%       0.80%       0.80%  
Expenses before waivers and/or expense reimbursement     0.78%       0.83%       0.87%       0.89%       0.89%  
Net investment income (loss)     2.11%       1.71%       1.70%       1.54%       1.50%  
Portfolio turnover rate(e)     58%       78%       112%       87%       101%  

 

(a)

Calculated based on average shares outstanding during the year.

(b)

Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c)

Does not include expenses of the underlying funds in which the Fund invests.

(d)

Effective August 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(e)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

PGIM QMA Mid-Cap Value Fund     51  


Report of Independent Registered Public Accounting Firm

 

To the Shareholders of PGIM QMA Mid-Cap Value Fund and Board of Directors

Prudential Investment Portfolios, Inc. 10:

 

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of PGIM QMA Mid-Cap Value Fund, a series of Prudential Investment Portfolios, Inc. 10, (the Fund), including the schedule of investments, as of October 31, 2019, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period ended October 31, 2019, and the related notes (collectively, the financial statements) and the financial highlights for the years or periods indicated therein. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period ended October 31, 2019, and the financial highlights for the years or periods indicated therein, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of October 31, 2019, by correspondence with the custodian, transfer agent, and brokers, or by other appropriate auditing procedures when replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

 

We have served as the auditor of one or more PGIM and/or Prudential Retail investment companies since 2003.

 

New York, New York

December 16, 2019

 

 

52  


Federal Income Tax Information (unaudited)

 

We are advising you that during the fiscal year ended October 31, 2019, the Fund reports the maximum amount allowed per share but not less than $1.05 for Class A, B, C, R, Z, R2, R4 and R6 shares as a capital gain distribution in accordance with Section 852(b)(3)(C) of the Internal Revenue Code.

 

For the year ended October 31, 2019, the Fund reports the maximum amount allowable under Section 854 of the Internal Revenue Code, but not less than, the following percentages of the ordinary income dividends paid as 1) qualified dividend income (QDI); and 2) eligible for corporate dividends received deduction (DRD):

 

       QDI      DRD  

PGIM QMA Mid-Cap Value Fund

       37.91      38.21

 

In January 2020, you will be advised on IRS Form 1099-DIV or substitute 1099-DIV, as to the federal tax status of dividends and distributions received by you in calendar year 2019.

 

PGIM QMA Mid-Cap Value Fund     53  


INFORMATION ABOUT BOARD MEMBERS AND OFFICERS   (unaudited)

Information about Board Members and Officers of the Fund is set forth below. Board Members who are not deemed to be “interested persons” of the Fund, as defined in the 1940 Act, are referred to as “Independent Board Members.” Board Members who are deemed to be “interested persons” of the Fund are referred to as “Interested Board Members.” The Board Members are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Board in turn elects the Officers, who are responsible for administering the day-to-day operations of the Fund.

 

Independent Board Members          
       

Name

Date of Birth

Position(s)

Portfolios Overseen

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held During

Past Five Years

  

Length of

Board Service

       

Ellen S. Alberding

3/11/58

Board Member

Portfolios Overseen: 96

   President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); Vice Chair, City Colleges of Chicago (community college system) (2011-2015); Trustee, National Park Foundation (charitable foundation for national park system) (2009-2018); Trustee, Economic Club of Chicago (since 2009); Trustee, Loyola University (since 2018).    None.    Since September 2013
       

Kevin J. Bannon

7/13/52

Board Member

Portfolios Overseen: 96

  

Retired; Managing Director (April 2008-May 2015) and

Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May 2003-May 2007) of BNY Hamilton Family of Mutual Funds.

  

Director of Urstadt Biddle

Properties (equity real estate

investment trust) (since

September 2008).

   Since July 2008

PGIM QMA Mid-Cap Value Fund


Independent Board Members

         
       

Name

Date of Birth

Position(s)

Portfolios Overseen

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held During

Past Five Years

  

Length of

Board Service

       

Linda W. Bynoe

7/9/52

Board Member

Portfolios Overseen: 96

   President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Ltd. (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer).    Director of Anixter International, Inc. (communication products distributor) (since January 2006); Director of Northern Trust Corporation (financial services) (since April 2006); Trustee of Equity Residential (residential real estate) (since December 2009).    Since March 2005
       

Barry H. Evans

11/2/60

Board Member

Portfolios Overseen: 95

   Retired; formerly President (2005 – 2016), Global Chief Operating Officer (2014– 2016), Chief Investment Officer – Global Head of Fixed Income (1998-2014), and various portfolio manager roles (1986-2006), Manulife Asset Management U.S.    Formerly Director, Manulife Trust Company (2011-2018); formerly Director, Manulife Asset Management Limited (2015-2017); formerly Chairman of the Board of Directors of Manulife Asset Management U.S. (2005-2016); formerly Chairman of the Board, Declaration Investment Management and Research (2008-2016).    Since September 2017
       

Keith F. Hartstein

10/13/56

Board Member &

Independent Chair

Portfolios Overseen: 96

   Retired; Member (since November 2014) of the Governing Council of the Independent Directors Council (organization of independent mutual fund directors); formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008).    None.    Since September 2013

Visit our website at pgiminvestments.com


    Independent Board Members

     
       

Name

Date of Birth

Position(s)

Portfolios Overseen

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held During

Past Five Years

   Length of Board Service
       

Laurie Simon Hodrick

9/29/62

Board Member

Portfolios Overseen: 95

   A. Barton Hepburn Professor Emerita of Economics in the Faculty of Business, Columbia Business School (since 2018); Visiting Professor of Law, Stanford Law School (since 2015); Visiting Fellow at the Hoover Institution, Stanford University (since 2015); Sole Member, ReidCourt LLC (since 2008) (a consulting firm); formerly A. Barton Hepburn Professor of Economics in the Faculty of Business, Columbia Business School (1996-2017); formerly Managing Director, Global Head of Alternative Investment Strategies, Deutsche Bank (2006-2008).    Independent Director, Synnex Corporation (since April 2019) (information technology); Independent Director, Kabbage, Inc. (since July 2018) (financial services); Independent Director, Corporate Capital Trust (2017-2018) (a business development company).    Since September 2017
       

Michael S. Hyland, CFA

10/4/45

Board Member

Portfolios Overseen: 96

   Retired (since February 2005); formerly Senior Managing Director (July 2001-February 2005) of Bear Stearns & Co, Inc.; Global Partner, INVESCO (1999-2001); Managing Director and President of Salomon Brothers Asset Management (1989-1999).    None.    Since July 2008
       

Brian K. Reid

9/22/61

Board Member

Portfolios Overseen: 95

   Retired; formerly Chief Economist for the Investment Company Institute (ICI) (2005-2017); formerly Senior Economist and Director of Industry and Financial Analysis at the ICI (1998-2004); formerly Senior Economist, Industry and Financial Analysis at the ICI (1996-1998); formerly Staff Economist at the Federal Reserve Board (1989-1996); Director, ICI Mutual Insurance Company (2012-2017).    None.    Since March 2018

PGIM QMA Mid-Cap Value Fund


Independent Board Members

         
       

Name

Date of Birth

Position(s)

Portfolios Overseen

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held During

Past Five Years

  

Length of

Board Service

       

Grace C. Torres

6/28/59

Board Member

Portfolios Overseen: 95

   Retired; formerly Treasurer and Principal Financial and Accounting Officer of the PGIM Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of PGIM Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc.    Formerly Director (July 2015-January 2018) of Sun Bancorp, Inc. N.A. and Sun National Bank; Director (since January 2018) of OceanFirst Financial Corp. and OceanFirst Bank.    Since November 2014

 

Interested Board Members

       

Name

Date of Birth

Position(s)

Portfolios Overseen

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held During

Past Five Years

  

Length of

Board Service

       

Stuart S. Parker

10/5/62

Board Member &

President

Portfolios Overseen: 96

   President of PGIM Investments LLC (formerly known as Prudential Investments LLC) (since January 2012); Executive Vice President of Prudential Investment Management Services LLC (since December 2012); formerly Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of PGIM Investments LLC (June 2005-December 2011).    None.    Since January 2012

Visit our website at pgiminvestments.com


Interested Board Members

              
       

Name

Date of Birth

Position(s)

Portfolios Overseen

  

Principal Occupation(s)

During Past Five Years

  

Other Directorships

Held During

Past Five Years

  

Length of

Board Service

       

Scott E. Benjamin

5/21/73

Board Member & Vice President

Portfolios Overseen: 96

   Executive Vice President (since June 2009) of PGIM Investments LLC; Executive Vice President (June 2009-June 2012) and Vice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, PGIM Investments (since February 2006); formerly Vice President of Product Development and Product Management, PGIM Investments LLC (2003-2006).    None.    Since March 2010

 

Fund Officers(a)            
     

Name

Date of Birth

Fund Position

   Principal Occupation(s) During Past Five Years   

Length of

Service as Fund

Officer

     

Raymond A. O’Hara

9/11/55

Chief Legal Officer

   Vice President and Corporate Counsel (since July 2010) of Prudential Insurance Company of America (Prudential); Vice President (March 2011-Present) of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey; Vice President and Corporate Counsel (March 2011-Present) of Prudential Annuities Life Assurance Corporation; Chief Legal Officer of PGIM Investments LLC (since June 2012); Chief Legal Officer of Prudential Mutual Fund Services LLC (since June 2012) and Corporate Counsel of AST Investment Services, Inc. (since June 2012); formerly Assistant Vice President and Corporate Counsel (September 2008-July 2010) of The Hartford Financial Services Group, Inc.; formerly Associate (September 1980-December 1987) and Partner (January 1988–August 2008) of Blazzard & Hasenauer, P.C. (formerly, Blazzard, Grodd & Hasenauer, P.C.).    Since June 2012

PGIM QMA Mid-Cap Value Fund


Fund Officers(a)

         
     

Name

Date of Birth

Fund Position

   Principal Occupation(s) During Past Five Years   

Length of

Service as Fund

Officer

     

Dino Capasso

8/19/74

Chief Compliance Officer

   Chief Compliance Officer (July 2019-Present) of PGIM Investments LLC; Chief Compliance Officer (July 2019-Present) of the PGIM Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., PGIM Global High Yield Fund, Inc., and PGIM High Yield Bond Fund, Inc.; Vice President and Deputy Chief Compliance Officer (June 2017-2019) of PGIM Investments LLC; formerly, Senior Vice President and Senior Counsel (January 2016-June 2017), and Vice President and Counsel (February 2012-December 2015) of Pacific Investment Management Company LLC.    Since March 2018
     

Andrew R. French

12/22/62

Secretary

   Vice President of PGIM Investments LLC (December 2018-Present); formerly Vice President and Corporate Counsel (February 2010-December 2018) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PGIM Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC.    Since October 2006
     

Jonathan D. Shain

8/9/58

Assistant Secretary

   Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PGIM Investments LLC; Vice President and Assistant Secretary (since February 2001) of Prudential Mutual Fund Services LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.    Since May 2005
     

Claudia DiGiacomo

10/14/74

Assistant Secretary

   Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PGIM Investments LLC (since December 2005); formerly Associate at Sidley Austin Brown & Wood LLP (1999-2004).    Since December 2005
     

Diana N. Huffman

4/14/82

Assistant Secretary

   Vice President and Corporate Counsel (since September 2015) of Prudential; formerly Associate at Willkie Farr & Gallagher LLP (2009-2015).    Since March 2019
     

Kelly A. Coyne

8/8/68

Assistant Secretary

   Director, Investment Operations of Prudential Mutual Fund Services LLC (since 2010).    Since March 2015
     

Christian J. Kelly

5/5/75

Treasurer and Principal

Financial

and Accounting Officer

   Vice President, Head of Fund Administration of PGIM Investments LLC (since November 2018); formerly, Director of Fund Administration of Lord Abbett & Co. LLC (2009-2018), Treasurer and Principal Accounting Officer of the Lord Abbett Family of Funds (2017-2018); Director of Accounting, Avenue Capital Group (2008-2009); Senior Manager, Investment Management Practice of Deloitte & Touche LLP (1998-2007).    Since January 2019

Visit our website at pgiminvestments.com


Fund Officers(a)

        
     

Name

Date of Birth

Fund Position

  Principal Occupation(s) During Past Five Years   

Length of

Service as Fund

Officer

     

Lana Lomuti

6/7/67

Assistant Treasurer

  Vice President (since 2007) and Director (2005-2007), within PGIM Investments Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc.    Since April 2014
     

Russ Shupak

10/08/73

Assistant Treasurer

  Vice President (since 2017) and Director (2013-2017), within PGIM Investments Fund Administration.    Since October 2019
     

Deborah Conway

3/26/69

Assistant Treasurer

  Vice President (since 2017) and Director (2007-2017), within PGIM Investments Fund Administration.    Since October 2019
     

Elyse M. McLaughlin

1/20/74

Assistant Treasurer

  Vice President (since 2017) and Director (2011-2017), within PGIM Investments Fund Administration.    Since October 2019
     

Charles H. Smith

1/11/73

Anti-Money Laundering Compliance Officer

  Vice President, Corporate Compliance, Anti-Money Laundering Unit (since January 2015) of Prudential; committee member of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (since January 2016); formerly Global Head of Economic Sanctions Compliance at AIG Property Casualty (February 2007-December 2014); Assistant Attorney General at the New York State Attorney General’s Office, Division of Public Advocacy. (August 1998-January 2007).    Since January 2017

(a) Excludes Mr. Parker and Mr. Benjamin, interested Board Members who also serve as President and Vice President, respectively.

Explanatory Notes to Tables:

 

Board Members are deemed to be “Interested,” as defined in the 1940 Act, by reason of their affiliation with PGIM Investments LLC and/or an affiliate of PGIM Investments LLC.

 

Unless otherwise noted, the address of all Board Members and Officers is c/o PGIM Investments LLC, 655 Broad Street, Newark, New Jersey 07102-4410.

 

There is no set term of office for Board Members or Officers. The Board Members have adopted a retirement policy, which calls for the retirement of Board Members on December 31 of the year in which they reach the age of 75.

 

“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the 1934 Act (that is, “public companies”) or other investment companies registered under the 1940 Act.

 

“Portfolios Overseen” includes all investment companies managed by PGIM Investments LLC. The investment companies for which PGIM Investments LLC serves as manager include the PGIM Funds, The Prudential Variable Contract Accounts, PGIM ETF Trust, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc., The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc. and the Advanced Series Trust.

PGIM QMA Mid-Cap Value Fund


Approval of Advisory Agreements (unaudited)

 

The Fund’s Board of Directors

 

The Board of Directors (the “Board”) of PGIM QMA Mid-Cap Value Fund (the “Fund”)1 consists of eleven individuals, nine of whom are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Directors”).2 The Board is responsible for the oversight of the Fund and its operations, and performs the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Directors have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Director. The Board has established four standing committees: the Audit Committee, the Nominating and Governance Committee, and two Investment Committees. Each committee is chaired by, and composed of, Independent Directors.

 

Annual Approval of the Fund’s Advisory Agreements

 

As required under the 1940 Act, the Board determines annually whether to renew the Fund’s management agreement with PGIM Investments LLC (“PGIM Investments”) and the Fund’s subadvisory agreement with QMA LLC (“QMA”). In considering the renewal of the agreements, the Board, including all of the Independent Directors, met on May 30, 2019 and on June 11-13, 2019 and approved the renewal of the agreements through July 31, 2020, after concluding that the renewal of the agreements was in the best interests of the Fund and its shareholders.

 

In advance of the meetings, the Board requested and received materials relating to the agreements, and had the opportunity to ask questions and request further information in connection with its consideration. Among other things, the Board considered comparative fee information from PGIM Investments and QMA. Also, the Board considered comparisons with other mutual funds in relevant Peer Universes and Peer Groups, as is further discussed below.

 

In approving the agreements, the Board, including the Independent Directors advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services provided by PGIM Investments and the subadviser, the performance of the Fund, the profitability of PGIM Investments and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders as the Fund’s assets grow. In their deliberations, the Directors did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund. In connection with its deliberations, the Board

 

1 

PGIM QMA Mid-Cap Value Fund is a series of Prudential Investment Portfolios, Inc. 10.

2 

Grace C. Torres was an Interested Director of the Fund at the time the Board considered and approved the renewal of the Fund’s advisory agreements, but has since become an Independent Director of the Fund.

 

PGIM QMA Mid-Cap Value Fund


Approval of Advisory Agreements (continued)

 

considered information provided by PGIM Investments throughout the year at regular Board meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on May 30, 2019 and on June 11-13, 2019.

 

The Directors determined that the overall arrangements between the Fund and PGIM Investments, which serves as the Fund’s investment manager pursuant to a management agreement, and between PGIM Investments and QMA, which serves as the Fund’s subadviser pursuant to the terms of a subadvisory agreement with PGIM Investments, are in the best interests of the Fund and its shareholders in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment.

 

The material factors and conclusions that formed the basis for the Directors’ reaching their determinations to approve the continuance of the agreements are separately discussed below.

 

Nature, Quality and Extent of Services

 

The Board received and considered information regarding the nature, quality and extent of services provided to the Fund by PGIM Investments and QMA. The Board noted that QMA is affiliated with PGIM Investments. The Board considered the services provided by PGIM Investments, including but not limited to the oversight of the subadviser for the Fund, as well as the provision of fund recordkeeping, compliance and other services to the Fund, and PGIM Investments’ role as administrator for the Fund’s liquidity risk management program. With respect to PGIM Investments’ oversight of the subadviser, the Board noted that PGIM Investments’ Strategic Investment Research Group (“SIRG”), which is a business unit of PGIM Investments, is responsible for monitoring and reporting to PGIM Investments’ senior management on the performance and operations of the subadviser. The Board also considered that PGIM Investments pays the salaries of all of the officers and interested Directors of the Fund who are part of Fund management. The Board also considered the investment subadvisory services provided by QMA, including investment research and security selection, as well as adherence to the Fund’s investment restrictions and compliance with applicable Fund policies and procedures. The Board considered PGIM Investments’ evaluation of the subadviser, as well as PGIM Investments’ recommendation, based on its review of the subadviser, to renew the subadvisory agreement.

 

The Board considered the qualifications, backgrounds and responsibilities of PGIM Investments’ senior management responsible for the oversight of the Fund and QMA, and also considered the qualifications, backgrounds and responsibilities of the QMA portfolio managers who are responsible for the day-to-day management of the Fund’s portfolio. The Board was provided with information pertaining to PGIM Investments’ and QMA’s

 

Visit our website at pgiminvestments.com  


organizational structure, senior management, investment operations, and other relevant information pertaining to PGIM Investments and QMA. The Board also noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer (“CCO”) as to PGIM Investments and QMA.

 

The Board concluded that it was satisfied with the nature, extent and quality of the investment management services provided by PGIM Investments and the subadvisory services provided to the Fund by QMA, and that there was a reasonable basis on which to conclude that the Fund benefits from the services provided by PGIM Investments and QMA under the management and subadvisory agreements.

 

Costs of Services and Profits Realized by PGIM Investments

 

The Board was provided with information on the profitability of PGIM Investments and its affiliates in serving as the Fund’s investment manager. The Board discussed with PGIM Investments the methodology utilized in assembling the information regarding profitability and considered its reasonableness. The Board recognized that it is difficult to make comparisons of profitability from fund management contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the adviser’s capital structure and cost of capital. Taking these factors into account, the Board concluded that the profitability of PGIM Investments and its affiliates in relation to the services rendered was not unreasonable.

 

Economies of Scale

 

The Board received and discussed information concerning economies of scale that PGIM Investments may realize as the Fund’s assets grow beyond current levels. The Board noted that the management fee schedule for the Fund includes breakpoints, which have the effect of decreasing the fee rate as assets increase. During the course of time, the Board has considered information regarding the launch date of the Fund, the management fees of the Fund compared to those of similarly managed funds and PGIM Investments’ investment in the Fund over time. The Board noted that economies of scale can be shared with the Fund in other ways, including low management fees from inception, additional technological and personnel investments to enhance shareholder services, and maintaining existing expense structures in the face of a rising cost environment. The Board also considered PGIM Investments’ assertion that it continually evaluates the management fee schedule of the Fund and the potential to share economies of scale through breakpoints or fee waivers as asset levels increase.

 

PGIM QMA Mid-Cap Value Fund


Approval of Advisory Agreements (continued)

 

 

The Board recognized the inherent limitations of any analysis of economies of scale, stemming largely from the Board’s understanding that most of PGIM Investments’ costs are not specific to individual funds, but rather are incurred across a variety of products and services.

 

Other Benefits to PGIM Investments and QMA

 

The Board considered potential ancillary benefits that might be received by PGIM Investments, QMA and their affiliates as a result of their relationship with the Fund. The Board concluded that potential benefits to be derived by PGIM Investments included transfer agency fees received by the Fund’s transfer agent (which is affiliated with PGIM Investments), and benefits to its reputation as well as other intangible benefits resulting from PGIM Investments’ association with the Fund. The Board concluded that the potential benefits to be derived by QMA included its ability to use soft dollar credits, as well as the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to its reputation. The Board concluded that the benefits derived by PGIM Investments and QMA were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.

 

Performance of the Fund / Fees and Expenses

 

The Board considered certain additional factors and made related conclusions relating to the historical performance of the Fund for the one-, three-, five- and ten-year periods ended December 31, 2018.

 

The Board also considered the Fund’s actual management fee, as well as the Fund’s net total expense ratio, for the fiscal year ended October 31, 2018. The Board considered the management fee for the Fund as compared to the management fee charged by PGIM Investments to other funds and the fee charged by other advisers to comparable mutual funds in a Peer Group. The actual management fee represents the fee rate actually paid by Fund shareholders and includes any fee waivers or reimbursements. The net total expense ratio for the Fund represents the actual expense ratio incurred by Fund shareholders.

 

The mutual funds included in the Peer Universe, which was used to consider performance, and the Peer Group, which was used to consider expenses and fees, were objectively determined by Broadridge, an independent provider of mutual fund data. In certain circumstances, PGIM Investments also provided supplemental Peer Universe or Peer Group information for reasons addressed with the Board. The comparisons placed the Fund in various quartiles over various periods, with the first quartile being the best 25% of the mutual funds (for performance, the best performing mutual funds and, for expenses, the lowest cost mutual funds).

 

Visit our website at pgiminvestments.com  


The section below summarizes key factors considered by the Board and the Board’s conclusions regarding the Fund’s performance, fees and overall expenses. The table sets forth net performance comparisons (which reflect the impact on performance of fund expenses, or any subsidies, expense caps or waivers that may be applicable) with the Peer Universe, actual management fees with the Peer Group (which reflect the impact of any subsidies or fee waivers), and net total expenses with the Peer Group, each of which were key factors considered by the Board.

 

Net Performance    1 Year    3 Years    5 Years    10 Years
  

4th Quartile

   3rd Quartile    2nd Quartile    2nd Quartile
Actual Management Fees: 3rd Quartile
Net Total Expenses: 3rd Quartile

 

   

The Board noted that the Fund underperformed its benchmark index over all periods.

   

The Board considered PGIM Investments’ assertion that the Fund’s underperformance was relatively recent and that PGIM Investments believes it was a temporary result stemming from the investment team’s deep value tilt which has been out of favor more recently. In this regard, the Board considered that, when it evaluated performance in the prior year, as of December 31, 2017, the Fund ranked in the first quartile of its Peer Universe over the five- and ten-year periods and ranked in the third quartile over the three-year period, and outperformed its benchmark index over the five- and ten-year periods.

   

The Board and PGIM Investments agreed to retain the existing contractual expense cap, which (exclusive of certain fees and expenses) caps the Fund’s annual operating expenses at 1.13% for Class A shares, 1.95% for Class B shares, 1.95% for Class C shares, 1.45% for Class R shares, 0.95% for Class Z shares, 1.23% for Class R2 shares, 0.98% for Class R4 shares, and 0.73% for Class R6 shares through February 29, 2020.

   

In addition, PGIM Investments will waive management fees or shared operating expenses on any share class to the same extent that it waives such expenses on any other share class, and has agreed that total annual fund operating expenses for Class R6 shares will not exceed total annual fund operating expenses for Class Z shares.

   

The Board concluded that, in light of the above, it would be in the best interests of the Fund and its shareholders to renew the agreements.

   

The Board concluded that the management fees (including subadvisory fees) and total expenses were reasonable in light of the services provided.

 

*    *    *

 

After full consideration of these factors, the Board concluded that approval of the agreements was in the best interests of the Fund and its shareholders.

 

PGIM QMA Mid-Cap Value Fund


Supplement dated December 18, 2019

to the Currently Effective Summary Prospectus, Prospectus

and Statement of Additional Information of the Funds Listed Below

 

This supplement should be read in conjunction with your Summary Prospectus, Statutory Prospectus and Statement of Additional Information, be retained for future reference and is in addition to any existing Fund supplements.

 

The Board of Directors/Trustees for each Fund listed below has approved the conversion of all issued and outstanding Class B shares of the Funds to Class A shares of the same Fund, effective on or about June 26, 2020.

 

As a result, effective on or about the close of business on June 26, 2020, all of the issued and outstanding Class B shares of a Fund will be converted into Class A shares of that Fund with the same relative aggregate net asset value as the Class B shares held immediately prior to the conversion. Class A shares currently have lower total expense ratios, and equal or lower distribution fees and shareholder servicing fees payable under the Fund’s 12b-1 plan than Class B shares. No sales load, fee, or other charge will be imposed on the conversion of these shares. Class A shares are not subject to the contingent deferred sales charge (if any) currently charged on the redemption of Class B shares. Please refer to your Fund’s Prospectus for more information regarding Class A shares. The conversion is not expected to be a taxable event for federal income tax purposes and should not result in recognition of gain or loss by converting shareholders.

 

LR1263


 

The Prudential Investment Portfolios, Inc.

PGIM Balanced Fund

PGIM Jennison Focused Value Fund

PGIM Jennison Growth Fund

Prudential Investment Portfolios 3

PGIM Jennison Focused Growth Fund

PGIM QMA Large-Cap Value Fund

PGIM Real Assets Fund

Prudential Investment Portfolios 4

PGIM Muni High Income Fund

Prudential Investment Portfolios 5

PGIM Jennison Diversified Growth Fund

Prudential Investment Portfolios 6

PGIM California Muni Income Fund

Prudential Investment Portfolios 7

PGIM Jennison Value Fund

Prudential Investment Portfolios 9

PGIM QMA Large-Cap Core Equity Fund

Prudential Investment Portfolios, Inc. 10

PGIM Jennison Global Equity Income Fund

PGIM QMA Mid-Cap Value Fund

Prudential Investment Portfolios 12

PGIM Global Real Estate Fund

PGIM US Real Estate Fund

Prudential Investment Portfolios, Inc. 14

PGIM Government Income Fund

Prudential Investment Portfolios, Inc. 15

PGIM High Yield Fund

 

Prudential Investment Portfolios 16

PGIM Income Builder Fund

Prudential Investment Portfolios, Inc. 17

PGIM Total Return Bond Fund

Prudential Investment Portfolios 18

PGIM Jennison 20/20 Focus Fund

Prudential Global Total Return Fund, Inc.

PGIM Global Total Return Fund

Prudential Jennison Blend Fund, Inc.

PGIM Jennison Blend Fund

Prudential Jennison Mid-Cap Growth Fund, Inc.

PGIM Jennison Mid-Cap Growth Fund

Prudential Jennison Natural Resources Fund, Inc.

PGIM Jennison Natural Resources Fund

Prudential Jennison Small Company Fund, Inc.

PGIM Jennison Small Company Fund

Prudential Government Money Market Fund, Inc.

PGIM Government Money Market Fund

Prudential National Muni Fund, Inc.

PGIM National Muni Fund

Prudential Sector Funds, Inc.

PGIM Jennison Financial Services Fund

PGIM Jennison Health Sciences Fund

PGIM Jennison Utility Fund

Prudential Short-Term Corporate Bond Fund, Inc.

PGIM Short-Term Corporate Bond Fund

Prudential World Fund, Inc.

PGIM QMA International Equity Fund


 MAIL    TELEPHONE    WEBSITE

655 Broad Street

Newark, NJ 07102

 

(800) 225-1852

 

pgiminvestments.com

 

PROXY VOTING
The Board of Directors of the Fund has delegated to the Fund’s subadviser the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Fund. A description of these proxy voting policies and procedures is available without charge, upon request, by calling
(800) 225-1852. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the Fund’s website and on the Securities and Exchange Commission’s website.

 

DIRECTORS
Ellen S. Alberding Kevin J. Bannon Scott E. Benjamin Linda W. Bynoe Barry H. Evans Keith F. Hartstein Laurie Simon Hodrick Michael S. Hyland Stuart S. Parker Brian K. Reid Grace C. Torres

 

OFFICERS
Stuart S. Parker, President Scott E. Benjamin, Vice President Christian J. Kelly, Treasurer and Principal Financial and Accounting Officer Raymond A. O’Hara, Chief Legal Officer Dino Capasso, Chief Compliance Officer Charles H. Smith, Anti-Money Laundering Compliance Officer Andrew R. French, Secretary Jonathan D. Shain, Assistant Secretary Claudia DiGiacomo, Assistant Secretary Diana N. Huffman, Assistant Secretary Kelly A. Coyne, Assistant Secretary Lana Lomuti, Assistant Treasurer Russ Shupak, Assistant Treasurer Elyse McLaughlin, Assistant Treasurer Deborah Conway, Assistant Treasurer

 

MANAGER   PGIM Investments LLC  

655 Broad Street

Newark, NJ 07102

 

SUBADVISER   QMA LLC  

Gateway Center Two
100 Mulberry Street

Newark, NJ 07102

 

DISTRIBUTOR   Prudential Investment Management Services LLC  

655 Broad Street

Newark, NJ 07102

 

CUSTODIAN   The Bank of New York Mellon  

240 Greenwich Street

New York, NY 10286

 

TRANSFER AGENT   Prudential Mutual Fund Services LLC  

PO Box 9658

Providence, RI 02940

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   KPMG LLP  

345 Park Avenue

New York, NY 10154

 

FUND COUNSEL   Willkie Farr & Gallagher LLP  

787 Seventh Avenue

New York, NY 10019

 


An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The prospectus and summary prospectus contain this and other information about the Fund. An investor may obtain the prospectus and summary prospectus by visiting our website at pgiminvestments.com or by calling (800) 225-1852. The prospectus and summary prospectus should be read carefully before investing.

 

E-DELIVERY
To receive your mutual fund documents online, go to pgiminvestments.com/edelivery and enroll. Instead of receiving printed documents by mail, you will receive notification via email when new materials are available. You can cancel your enrollment or change your email address at any time by visiting the website address above.

 

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
Shareholders can communicate directly with the Board of Directors by writing to the Chair of the Board, PGIM QMA Mid-Cap Value Fund, PGIM Investments, Attn: Board of Directors, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Director by writing to the same address. Communications are not screened before being delivered to the addressee.

 

AVAILABILITY OF PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission on Form N-PORT. The Fund’s Form N-PORT filings are available on the Commission’s website at sec.gov. Form N-PORT is filed with the Commission quarterly, and each Fund’s full portfolio holdings as of the first and third fiscal quarter-ends (as of the third month of the Fund’s fiscal quarter for reporting periods on or after September 30, 2019) will be made publicly available 60 days after the end of each quarter at sec.gov.

 

The Fund’s Statement of Additional Information contains additional information about the Fund’s Directors and is available without charge, upon request, by calling (800) 225-1852.

 

Mutual Funds:

ARE NOT INSURED BY THE FDIC OR ANY
FEDERAL GOVERNMENT AGENCY
  MAY LOSE VALUE   ARE NOT A DEPOSIT OF OR GUARANTEED BY ANY BANK OR ANY BANK AFFILIATE


LOGO

 

 

PGIM QMA MID-CAP VALUE FUND

 

SHARE CLASS   A   B   C   R   Z   R2   R4   R6
NASDAQ   SPRAX   SVUBX   NCBVX   SDVRX   SPVZX   PMVEX   PMVFX   PMVQX
CUSIP   74441L105   74441L204   74441L303   74441L782   74441L709   74441L758   74441L741   74441L824

 

MF202E    


Item 2 – Code of Ethics — See Exhibit (a)

As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Section 406 Standards for Investment Companies – Ethical Standards for Principal Executive and Financial Officers”) that applies to the registrant’s Principal Executive Officer and Principal Financial Officer; the registrant’s Principal Financial Officer also serves as the Principal Accounting Officer.

The registrant hereby undertakes to provide any person, without charge, upon request, a copy of the code of ethics. To request a copy of the code of ethics, contact the registrant 800-225-1852, and ask for a copy of the Section 406 Standards for Investment Companies - Ethical Standards for Principal Executive and Financial Officers.

Item 3 – Audit Committee Financial Expert –

The registrant’s Board has determined that Mr. Kevin J. Bannon, member of the Board’s Audit Committee is an “audit committee financial expert,” and that he is “independent,” for purposes of this Item.

Item 4 – Principal Accountant Fees and Services – (a) Audit Fees

For the fiscal years ended October 31, 2019 and October 31, 2018, KPMG LLP (“KPMG”), the Registrant’s principal accountant, billed the Registrant $51,379 and $50,870 respectively, for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings.

(b) Audit-Related Fees

For the fiscal year ended October 31, 2019, fees of $2,836 were billed to the Registrant for services rendered by KPMG in connection with an accounting system conversion and were paid by The Bank of New York Mellon. For the fiscal year ended October 31, 2018, there are no fees to report.

(c) Tax Fees

For the fiscal years ended October 31, 2019 and October 31, 2018: none.

(d) All Other Fees

For the fiscal years ended October 31, 2019 and October 31, 2018: none.

(e) (1) Audit Committee Pre-Approval Policies and Procedures

THE PGIM MUTUAL FUNDS

AUDIT COMMITTEE POLICY

on

Pre-Approval of Services Provided by the Independent

Accountants

The Audit Committee of each PGIM Mutual Fund is charged with the responsibility to monitor the independence of the Fund’s independent accountants. As part of this responsibility, the Audit Committee must pre-approve the independent


accounting firm’s engagement to render audit and/or permissible non-audit services, as required by law. In evaluating a proposed engagement of the independent accountants, the Audit Committee will assess the effect that the engagement might reasonably be expected to have on the accountant’s independence. The Committee’s evaluation will be based on:

 

   

a review of the nature of the professional services expected to be provided,

 

   

a review of the safeguards put into place by the accounting firm to safeguard independence, and

 

   

periodic meetings with the accounting firm.

Policy for Audit and Non-Audit Services Provided to the Funds

On an annual basis, the scope of audits for each Fund, audit fees and expenses, and audit-related and non-audit services (and fees proposed in respect thereof) proposed to be performed by the Fund’s independent accountants will be presented by the Treasurer and the independent accountants to the Audit Committee for review and, as appropriate, approval prior to the initiation of such services.

Such presentation shall be accompanied by confirmation by both the Treasurer and the independent accountants that the proposed

non-audit services will not adversely affect the independence of the independent accountants. Such proposed non-audit services shall be described in sufficient detail to enable the Audit Committee to assess the appropriateness of such services and fees, and the compatibility of the provision of such services with the auditor’s independence. The Committee shall receive periodic reports on the progress of the audit and other services which are approved by the Committee or by the Committee Chair pursuant to authority delegated in this Policy.

The categories of services enumerated under “Audit Services”, “Audit-related Services”, and “Tax Services” are intended to provide guidance to the Treasurer and the independent accountants as to those categories of services which the Committee believes are generally consistent with the independence of the independent accountants and which the Committee (or the Committee Chair) would expect upon the presentation of specific proposals to pre-approve. The enumerated categories are not intended as an exclusive list of audit, audit-related or tax services, which the Committee (or the Committee Chair) would consider for pre-approval.

Audit Services

The following categories of audit services are considered to be consistent with the role of the Fund’s independent accountants:

 

   

Annual Fund financial statement audits

 

   

Seed audits (related to new product filings, as required)

 

   

SEC and regulatory filings and consents

Audit-related Services

The following categories of audit-related services are considered to be consistent with the role of the Fund’s independent accountants:

 

   

Accounting consultations

 

   

Fund merger support services

 

   

Agreed Upon Procedure Reports

 

   

Attestation Reports

 

   

Other Internal Control Reports

Individual audit-related services that fall within one of these categories (except for fund merger support services) and are not presented to the Audit Committee as part of the annual pre-approval process are subject to an authorized pre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under such pre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated). Fees related to fund merger support services are subject to a separate authorized pre-approval by the Audit Committee with fees determined on a per occurrence and merger complexity basis.

Tax Services


The following categories of tax services are considered to be consistent with the role of the Fund’s independent accountants:

 

   

Tax compliance services related to the filing or amendment of the following:

 

   

Federal, state and local income tax compliance; and,

 

   

Sales and use tax compliance

 

   

Timely RIC qualification reviews

 

   

Tax distribution analysis and planning

 

   

Tax authority examination services

 

   

Tax appeals support services

 

   

Accounting methods studies

 

   

Fund merger support services

 

   

Tax consulting services and related projects

Individual tax services that fall within one of these categories and are not presented to the Audit Committee as part of the annual pre-approval process are subject to an authorized pre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under such pre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated).

Other Non-Audit Services

Certain non-audit services that the independent accountants are legally permitted to render will be subject to pre-approval by the Committee or by one or more Committee members to whom the Committee has delegated this authority and who will report to the full Committee any pre-approval decisions made pursuant to this Policy. Non-audit services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Proscribed Services

The Fund’s independent accountants will not render services in the following categories of non-audit services:

 

   

Bookkeeping or other services related to the accounting records or financial statements of the Fund

 

   

Financial information systems design and implementation

 

   

Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

 

   

Actuarial services

 

   

Internal audit outsourcing services

 

   

Management functions or human resources

 

   

Broker or dealer, investment adviser, or investment banking services

 

   

Legal services and expert services unrelated to the audit

 

   

Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval of Non-Audit Services Provided to Other Entities Within the PGIM Fund Complex

Certain non-audit services provided to PGIM Investments LLC or any of its affiliates that also provide ongoing services to the PGIM Mutual Funds will be subject to pre-approval by the Audit Committee. The only non-audit services provided to these entities that will require pre-approval are those related directly to the operations and financial reporting of the Funds. Individual projects that are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $30,000. Services presented for pre-approval pursuant to this paragraph


will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Although the Audit Committee will not pre-approve all services provided to PGIM Investments LLC and its affiliates, the Committee will receive an annual report from the Fund’s independent accounting firm showing the aggregate fees for all services provided to PGIM Investments and its affiliates.

(e) (2) Percentage of services referred to in 4(b) – 4(d) that were approved by the audit

committee –    For the fiscal year ended October 31, 2019, 100% of the services

referred to in Item 4(b) was approved by the audit committee. For the fiscal year

ended October 31, 2018: none.

(f) Percentage of hours expended attributable to work performed by other than full time employees of principal

accountant if greater than 50%.

The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

(g) Non-Audit Fees

The aggregate non-audit fees billed by KPMG for services rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant for the fiscal years ended October 31, 2019 and October 31, 2018 was $0 and $0, respectively.

(h) Principal Accountant’s Independence

Not applicable as KPMG has not provided non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.

Item 5 – Audit Committee of Listed Registrants –

The registrant has a separately designated standing audit committee (the “Audit Committee”) established in

accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee

are Kevin J. Bannon (chair), Laurie Simon Hodrick, Michael S. Hyland, CFA, Brian K. Reid, and Keith F. Hartstein

(ex-officio).

Item 6 – Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of

this Form.

Item 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not

applicable.

Item 8 – Portfolio Managers of Closed-End Management Investment Companies – Not applicable.

Item 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not applicable.

Item 10 – Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.

Item 11 – Controls and Procedures

 

  (a)

It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that


  the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

 

  (b)

There has been no significant change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter of the period covered by this report that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 – Controls and Procedures - Disclosure of Securities Lending Activities for Closed-End Management Investment

Companies – Not applicable.

Item 13 – Exhibits

 

  (a)

(1) Code of Ethics – Attached hereto as Exhibit EX-99.CODE-ETH

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act – Attached hereto as       Exhibit EX-99.CERT.

(3) Any written solicitation to purchase securities under Rule 23c-1. – Not applicable.

 

  (b)

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.906CERT.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Registrant:

  

Prudential Investment Portfolios, Inc. 10

By:

  

/s/ Andrew R. French

  

Andrew R. French

  

Secretary

Date:

  

December 16, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:

  

/s/ Stuart S. Parker

  

Stuart S. Parker

  

President and Principal Executive Officer

Date:

  

December 16, 2019

 

By:

  

/s/ Christian J. Kelly

  

Christian J. Kelly

  

Treasurer and Principal Financial and Accounting Officer

Date:

  

December 16, 2019