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:	811-08565
Exact name of registrant as specified in charter:	Prudential Investment Portfolios 12
(This Form N-CSR relates solely to the Registrant’s: Prudential QMA Long-Short Equity Fund, Prudential Short Duration Muni High Income Fund, Prudential US Real Estate Fund and Prudential QMA Large-Cap Core Equity Plus Fund)
Address of principal executive offices:	655 Broad Street, 17th Floor Newark, New Jersey 07102
Name and address of agent for service:	Deborah A. Docs 655 Broad Street, 17th Floor Newark, New Jersey 07102
Registrant’s telephone number, including area code:	800-225-1852
Date of fiscal year end:	3/31/2018
Date of reporting period:	9/30/2017

Item 1 – Reports to Stockholders

PRUDENTIAL US REAL ESTATE FUND

SEMIANNUAL REPORT

SEPTEMBER 30, 2017

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Objective: Capital appreciation and income

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.

The accompanying financial statements as of September 30, 2017 were not audited and, accordingly, no auditor’s opinion is expressed on them.

Mutual funds are distributed by Prudential Investment Management Services LLC (PIMS), member SIPC. PGIM Real Estate is a unit of PGIM, Inc. (PGIM), a registered investment adviser. PIMS and PGIM are Prudential Financial companies. ^© 2017 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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PRUDENTIAL FUNDS — UPDATE

Effective on or about June 1, 2018 (the “Effective Date”), the Fund’s Class A, Class C, Class R, and Class Z shares, as applicable, will be closed to investments by new group retirement plans, except as discussed below. Existing group retirement plans as of the Effective Date may keep their investments in their current share class and may continue to make additional purchases or exchanges of that class of shares. As of the Effective Date, all new group retirement plans wishing to add the Fund as a new addition to the plan generally will be into one of the available Class Q shares, Class R2 shares, or Class R4 shares of the Fund.

In addition, on or about the Effective Date, the Class R shares of the Fund will be closed to all new investors, except as discussed below. Due to the closing of the Class R shares to new investors, effective on or about the Effective Date new IRA investors may only purchase Class A, Class C, Class Z, or Class Q shares of the Fund, subject to share class eligibility. Following the Effective Date, no new accounts may be established in the Fund’s Class R shares and no Class R shares may be purchased or acquired by any new Class R shareholder, except as discussed below.

	Class A	Class C	Class Z	Class R
Existing Investors (Group Retirement Plans, IRAs, and all other investors)	No Change	No Change	No Change	No Change
New Group Retirement Plans	Closed to group retirement plans wishing to add the share classes as new additions to plan menus on or about June 1, 2018, subject to certain exceptions below
New IRAs	No Change	No Change	No Change	Closed to all new investors on or about June 1, 2018, subject to certain exceptions below
All Other New Investors	No Change	No Change	No Change

Prudential US Real Estate Fund

However, the following new investors may continue to purchase Class A, Class C, Class R, and Class Z shares of the Fund, as applicable:

• Eligible group retirement plans who are exercising their one-time 90-day repurchase privilege in the Fund will be permitted to purchase such share classes.

• Plan participants in a group retirement plan that offers Class A, Class C, Class R, or Class Z shares of the Fund as of the Effective Date will be permitted to purchase such share classes of the Fund, even if the plan participant did not own shares of that class of the Fund as of the Effective Date.

• Certain new group retirement plans will be permitted to offer such share classes of the Fund after the Effective Date, provided that the plan has or is actively negotiating a contractual agreement with the Fund’s distributor or service provider to offer such share classes of the Fund prior to or on the Effective Date.

• New group retirement plans that combine with, replace, or are otherwise affiliated with a current plan that invests in such share classes prior to or on the Effective Date will be permitted to purchase such share classes.

The Fund also reserves the right to refuse any purchase order that might disrupt management of the Fund or to otherwise modify the closure policy at any time on a case-by-case basis.

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Letter from the President

Dear Shareholder:

We hope you find the semiannual report for the Prudential US Real Estate Fund informative and useful. The report covers performance for the six-month period ended September 30, 2017.

Since market conditions change over time, 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. We’re part of PGIM, a top-10 global investment manager with more than $1 trillion in assets under management. This investment expertise allows 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,

Stuart Parker, President

Prudential US Real Estate Fund

November 16, 2017

Prudential US Real Estate Fund 5

Your Fund’s Performance (unaudited)

Performance data quoted represent 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 www.pgiminvestments.com or by calling (800) 225-1852.

	Total Returns as of 9/30/17 (without sales charges)	Average Annual Total Returns as of 9/30/17 (with sales charges)
	Six Months* (%)	One Year (%)	Five Years (%)	Since Inception (%)
Class A	3.72	–4.11	7.05	8.35 (12/21/10)
Class B	3.33	–3.83	7.30	8.46 (12/21/10)
Class C	3.34	–0.22	7.46	8.44 (12/21/10)
Class Q	2.67**	N/A	N/A	N/A (5/25/17)
Class Z	3.86	1.74	8.55	9.53 (12/21/10)
FTSE NAREIT Equity REITs Index	2.47	0.67	9.69	10.64
S&P 500 Index	7.70	18.59	14.21	13.20
Lipper Equity Real Estate Funds Average	2.54	1.08	8.49	9.64

*Not annualized

**Since Inception

Source: PGIM Investments LLC and Lipper Inc.

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

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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 Q	Class Z**
Maximum initial sales charge	5.50% of the public offering price	None	None	None	None
Contingent deferred sales charge (CDSC) (as a percentage of the lower of original purchase price or net asset value at redemption)	1% on sales of $1 million or more made within 12 months of purchase	5% (Yr.1) 4% (Yr.2) 3% (Yr.3) 2% (Yr.4) 1% (Yr.5&6) 0% (Yr.7)	1% on sales made within 12 months of purchase	None	None
Annual distribution and service (12b-1) fees (shown as a percentage of average daily net assets)	0.30% (0.25% currently)	1%	1%	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.

**Certain share classes will be generally closed to investments by new group retirement plans effective on or about June 1, 2018. Please see the “PRUDENTIAL FUNDS—UPDATE” in the front of this report for more information.

Benchmark Definitions

FTSE NAREIT Equity REITs Index—The Financial Times Stock Exchange National Association of Real Estate Investment Trusts (FTSE NAREIT) Equity REITs Index is an unmanaged index which measures the performance of all REITs listed on the New York Stock Exchange, the NASDAQ National Market, and the NYSE MKT LLC. The Index is designed to reflect the performance of all publicly-traded equity REITs as a whole.

S&P 500 Index—The Standard & Poor’s 500 Composite Stock Price Index (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.

Lipper Equity Real Estate Funds Average—The Lipper Equity Real Estate Funds Average (Lipper Average) is based on the average return of all funds in the Lipper Equity Real Estate Funds universe for the periods noted. Funds in the Lipper Average invest their portfolios primarily in shares of domestic companies engaged in the real estate industry.

Investors cannot invest directly in an index or average. The securities in the Indexes may be very different from those in the Fund. Index returns do not include the effect of sales charges and operating expenses of a mutual fund or taxes and would be lower if they did. Returns for the Lipper Average reflect the deduction of operating expenses, but not sales charges or taxes.

Prudential US Real Estate Fund 7

Your Fund’s Performance (continued)

Presentation of Fund Holdings

Five Largest Holdings expressed as a percentage of net assets as of 9/30/17 (%)
Simon Property Group, Inc., Retail REITs	5.0
Equinix, Inc., Specialized REITs	4.4
Equity Residential, Residential REITs	4.1
Forest City Realty Trust, Inc., Diversified REITs	4.0
Hudson Pacific Properties, Inc., Office REITs	3.8

Holdings reflect only long-term investments and are subject to change.

Five Largest Industries expressed as a percentage of net assets as of 9/30/17 (%)
Residential REITs	18.8
Specialized REITs	17.0
Office REITs	13.8
Retail REITs	12.1
Health Care REITs	11.6

Industry weightings reflect only long-term investments and are subject to change.

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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 September 30, 2017. 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 Prudential 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

Prudential US Real Estate Fund 9

Fees and Expenses (continued)

paid over the period 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.

Prudential US Real Estate Fund		Beginning  Account Value April 1, 2017		Ending  Account Value September 30, 2017		Annualized Expense Ratio Based on the Six-Month Period			Expenses  Paid During the Six-Month Period*
Class A	Actual	$	1,000.00	$	1,037.20		1.25	%	$	6.38
	Hypothetical	$	1,000.00	$	1,018.80		1.25	%	$	6.33
Class B	Actual	$	1,000.00	$	1,033.30		2.00	%	$	10.19
	Hypothetical	$	1,000.00	$	1,015.04		2.00	%	$	10.10
Class C	Actual	$	1,000.00	$	1,033.40		2.00	%	$	10.19
	Hypothetical	$	1,000.00	$	1,015.04		2.00	%	$	10.10
Class Q**	Actual	$	1,000.00	$	1,026.70		1.00	%	$	3.55
	Hypothetical	$	1,000.00	$	1,020.05		1.00	%	$	5.06
Class Z	Actual	$	1,000.00	$	1,038.60		1.00	%	$	5.11
	Hypothetical	$	1,000.00	$	1,020.05		1.00	%	$	5.06

*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 183 days in the six-month period ended September 30, 2017, and divided by the 365 days in the Fund’s fiscal year ending March 31, 2018 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.

**”Actual” expenses are calculated using 128 days period ended September 30, 2017 due to the class inception date of May 25, 2017.

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Schedule of Investments (unaudited)

as of September 30, 2017

Description	Shares		Value
LONG-TERM INVESTMENTS    99.1%
COMMON STOCKS
Diversified REITs    6.3%
American Assets Trust, Inc.		5,246	$	208,633
Forest City Realty Trust, Inc., (Class A Stock)		37,170		948,207
Gramercy Property Trust		10,780		326,095
				1,482,935
Health Care REITs    11.6%
Community Healthcare Trust, Inc.		16,810		453,198
MedEquities Realty Trust, Inc.		22,672		266,396
Medical Properties Trust, Inc.		36,336		477,092
Physicians Realty Trust		20,491		363,305
Ventas, Inc.		6,995		455,584
Welltower, Inc.		10,602		745,108
				2,760,683
Hotel & Resort REITs    8.3%
DiamondRock Hospitality Co.		51,040		558,888
MGM Growth Properties LLC, (Class A Stock)		16,750		506,017
Park Hotels & Resorts, Inc.		20,714		570,878
Sunstone Hotel Investors, Inc.		20,251		325,434
				1,961,217
Industrial REITs    11.2%
Duke Realty Corp.		26,100		752,202
First Industrial Realty Trust, Inc.		13,521		406,847
Prologis, Inc.		7,493		475,506
Rexford Industrial Realty, Inc.		18,770		537,197
STAG Industrial, Inc.		17,178		471,880
				2,643,632
Office REITs    13.8%
Alexandria Real Estate Equities, Inc.		1,320		157,041
Boston Properties, Inc.		2,509		308,306
Columbia Property Trust, Inc.		19,169		417,309
Hudson Pacific Properties, Inc.		26,818		899,208
JBG SMITH Properties*		6,124		209,502
Kilroy Realty Corp.		5,542		394,147
Piedmont Office Realty Trust, Inc., (Class A Stock)		16,439		331,410
SL Green Realty Corp.		4,288		434,460
Vornado Realty Trust		1,622		124,699
				3,276,082

See Notes to Financial Statements.

Prudential US Real Estate Fund 11

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Residential REITs    18.8%
American Campus Communities, Inc.		4,048	$	178,719
American Homes 4 Rent, (Class A Stock)		17,466		379,187
AvalonBay Communities, Inc.		1,565		279,227
Boardwalk Real Estate Investment Trust (Canada)		1,128		34,362
Camden Property Trust		9,536		872,067
Equity LifeStyle Properties, Inc.		7,037		598,708
Equity Residential		14,748		972,336
Invitation Homes, Inc.		15,554		352,298
Mid-America Apartment Communities, Inc.		7,364		787,065
				4,453,969
Retail REITs    12.1%
Federal Realty Investment Trust		4,599		571,242
Macerich Co. (The)		5,530		303,984
Retail Properties of America, Inc., (Class A Stock)		36,255		476,028
Simon Property Group, Inc.		7,321		1,178,754
Taubman Centers, Inc.		6,803		338,109
				2,868,117
Specialized REITs    17.0%
CoreSite Realty Corp.		969		108,431
CubeSmart		22,910		594,744
Digital Realty Trust, Inc.		3,751		443,856
EPR Properties		5,016		349,816
Equinix, Inc.		2,353		1,050,144
Four Corners Property Trust, Inc.		18,146		452,198
Life Storage, Inc.		2,343		191,681
Public Storage		2,076		444,243
QTS Realty Trust, Inc., (Class A Stock)		7,615		398,721
				4,033,834
TOTAL LONG-TERM INVESTMENTS (cost $20,839,454)				23,480,469
SHORT-TERM INVESTMENT    0.6%
AFFILIATED MUTUAL FUND
Prudential Investment Portfolios 2 - Prudential Core Ultra Short Bond Fund (cost $148,539)(w)		148,539		148,539
TOTAL INVESTMENTS    99.7% (cost $20,987,993)				23,629,008
Other assets in excess of liabilities    0.3%				59,423
NET ASSETS    100.0%			$	23,688,431

See Notes to Financial Statements.

12

The following abbreviations are used in the semi-annual report:

LIBOR—London Interbank Offered Rate

REITs—Real Estate Investment Trusts

* Non-income producing security.

(w) PGIM Investments LLC, the manager of the Fund, also serves as manager of the Prudential Investment Portfolios 2—Prudential Core Ultra Short Bond Fund.

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 September 30, 2017 in valuing such portfolio securities:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks
Diversified REITs	$	1,482,935	$	—	$	—
Health Care REITs		2,760,683		—		—
Hotel & Resort REITs		1,961,217		—		—
Industrial REITs		2,643,632		—		—
Office REITs		3,276,082		—		—
Residential REITs		4,453,969		—		—
Retail REITs		2,868,117		—		—
Specialized REITs		4,033,834		—		—
Affiliated Mutual Fund		148,539		—		—
Total	$	23,629,008	$	—	$	—

During the period, there were no transfers between Level 1, Level 2 and Level 3 to report.

See Notes to Financial Statements.

Prudential US Real Estate Fund 13

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Industry Classification:

The industry classification of investments and other assets in excess of liabilities shown as a percentage of net assets as of September 30, 2017 were as follows:

Residential REITs	18.8	%
Specialized REITs	17.0
Office REITs	13.8
Retail REITs	12.1
Health Care REITs	11.6
Industrial REITs	11.2
Hotel & Resort REITs	8.3
Diversified REITs	6.3	%
Affiliated Mutual Fund	0.6
	99.7
Other assets in excess of liabilities	0.3
	100.0	%

See Notes to Financial Statements.

14

This Page Intentionally Left Blank

Statement of Assets & Liabilities (unaudited)

as of September 30, 2017

Assets
Investments at value:
Unaffiliated investments (cost $20,839,454)	$	23,480,469
Affiliated investments (cost $148,539)		148,539
Dividends receivable		98,900
Receivable for investments sold		45,263
Receivable for Fund shares sold		18,146
Due from Manager		3,111
Prepaid expenses and other assets		27,315
Total assets		23,821,743
Liabilities
Payable for investments purchased		67,522
Payable for Fund shares reacquired		23,273
Custodian and accounting fees payable		19,394
Audit fee payable		13,331
Accrued expenses and other liabilities		4,753
Distribution fee payable		2,916
Affiliated transfer agent fee payable		2,123
Total liabilities		133,312
Net Assets	$	23,688,431
Net assets were comprised of:
Shares of beneficial interest, at par	$	1,907
Paid-in capital in excess of par		20,159,735
		20,161,642
Undistributed net investment income		116,573
Accumulated net realized gain on investment and foreign currency transactions		769,201
Net unrealized appreciation on investments		2,641,015
Net assets, September 30, 2017	$	23,688,431

See Notes to Financial Statements.

16

Class A
Net asset value and redemption price per share, ($4,559,292 ÷ 366,685 shares of beneficial interest issued and outstanding)	$	12.43
Maximum sales charge (5.50% of offering price)		0.72
Maximum offering price to public	$	13.15
Class B
Net asset value, offering price and redemption price per share, ($991,890 ÷ 81,268 shares of beneficial interest issued and outstanding)	$	12.21
Class C
Net asset value, offering price and redemption price per share, ($1,367,561 ÷ 112,255 shares of beneficial interest issued and outstanding)	$	12.18
Class Q
Net asset value, offering price and redemption price per share, ($10,266 ÷ 824.60 shares of beneficial interest issued and outstanding)	$	12.45
Class Z
Net asset value, offering price and redemption price per share, ($16,759,422 ÷ 1,345,946 shares of beneficial interest issued and outstanding)	$	12.45

See Notes to Financial Statements.

Prudential US Real Estate Fund 17

Statement of Operations (unaudited)

Six Months Ended September 30, 2017

Net Investment Income (Loss)
Income
Unaffiliated dividend income (net of foreign withholding taxes of $25)	$	308,619
Affiliated dividend income		1,650
Total income		310,269
Expenses
Management fee		89,676
Distribution fee—Class A		7,093
Distribution fee—Class B		5,301
Distribution fee—Class C		7,369
Custodian and accounting fees		35,000
Registration fees		31,000
Audit fee		13,000
Transfer agent’s fees and expenses (including affiliated expense of $6,400)		12,000
Shareholders’ reports		11,000
Legal fees and expenses		9,000
Trustees’ fees		5,000
Miscellaneous		6,065
Total expenses		231,504
Less: Management fee waiver and/or expense reimbursement		(92,161	)
Distribution fee waiver-Class A		(1,182	)
Net expenses		138,161
Net investment income (loss)		172,108
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions		318,345
Foreign currency transactions		41
		318,386
Net change in unrealized appreciation (depreciation) on investments		406,915
Net gain (loss) on investment and foreign currency transactions		725,301
Net Increase (Decrease) In Net Assets Resulting From Operations	$	897,409

See Notes to Financial Statements.

18

Statement of Changes in Net Assets (unaudited)

	Six Months Ended September 30, 2017			Year Ended March 31, 2017
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$	172,108		$	152,232
Net realized gain (loss) on investment and foreign currency transactions		318,386			4,878,391
Net change in unrealized appreciation (depreciation) on investments		406,915			(4,182,478	)
Net increase (decrease) in net assets resulting from operations		897,409			848,145
Dividends and Distributions
Dividends from net investment income
Class A		(9,839	)		(110,959	)
Class B		(311	)		(16,856	)
Class C		(419	)		(22,161	)
Class Q		(27	)		—
Class Z		(44,939	)		(560,715	)
		(55,535	)		(710,691	)
Distributions from net realized gains
Class A		—			(651,917	)
Class B		—			(145,776	)
Class C		—			(200,183	)
Class Q		—			—
Class Z		—			(2,153,241	)
		—			(3,151,117	)
Fund share transactions (Net of share conversions)
Net proceeds from shares sold		458,311			6,896,382
Net asset value of shares issued in reinvestment of dividends and distributions		55,024			3,832,323
Cost of shares reacquired		(1,553,245	)		(27,548,452	)
Net increase (decrease) in net assets from Fund share transactions		(1,039,910	)		(16,819,747	)
Total increase (decrease)		(198,036	)		(19,833,410	)
Net Assets:
Beginning of period		23,886,467			43,719,877
End of period(a)	$	23,688,431		$	23,886,467
(a) Includes undistributed net investment income of:	$	116,573		$	—

See Notes to Financial Statements.

Prudential US Real Estate Fund 19

Notes to Financial Statements (unaudited)

Prudential Investment Portfolios 12 (the “Trust”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The Trust was established as a Delaware business trust on October 24, 1997. The Trust currently consists of the following five series: Prudential Global Real Estate Fund and Prudential US Real Estate Fund which are non-diversified funds and Prudential QMA Long-Short Equity Fund, Prudential QMA Large-Cap Core Equity PLUS Fund and Prudential Short Duration Muni High Income Fund which are diversified funds. These financial statements relate to Prudential US Real Estate (the “Fund”).

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

1. Accounting Policies

The Fund follows investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification 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 Board of Trustees (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”). Under the current valuation procedures, the Valuation Committee is responsible for supervising the 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.

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 Investments.

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

20

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. 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 investment adviser 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.

Restricted and Illiquid Securities: Subject to guidelines adopted by the Board, the Fund may invest up to 15% of its net assets in illiquid securities, including those which are restricted as to disposition under securities law (“restricted securities”). Restricted securities are valued pursuant to the valuation procedures noted above. Illiquid securities are those that, because of the absence of a readily available market or due to legal or

Prudential US Real Estate Fund 21

Notes to Financial Statements (unaudited) (continued)

contractual restrictions on resale, cannot be sold within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the investment. Therefore, the Fund may find it difficult to sell illiquid securities at the time considered most advantageous by its Subadviser and may incur expenses that would not be incurred in the sale of securities that were freely marketable. Certain securities that would otherwise be considered illiquid 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. These Rule 144A securities, as well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act, may be deemed liquid by the Fund’s Subadviser under the guidelines adopted by the Trustees of the Fund. However, the liquidity of the Fund’s investments in Rule 144A 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.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from the disposition of holdings of foreign currencies, forward currency contracts, currency gains (losses) realized between the trade and settlement dates on securities 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) from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates are reflected as a component of net unrealized appreciation (depreciation) on foreign currencies.

22

Equity and Mortgage Real Estate Investment Trusts (REITs): The Fund invests 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.

Concentration of Risk for REITs: Real estate securities are subject to the same 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 prepayments 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 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 REITs, while mortgage REITs may be affected by the quality of any credit extended. 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. REITs may be more volatile and/or more illiquid than other types of equity securities. REITs (especially mortgage REITs) are subject to interest rate risks. REITs may incur significant amounts of leverage. The Fund will indirectly bear a portion of the expenses, including management fees, paid by each REIT in which it invests, in addition to the expenses of the Fund.

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. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis. 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 distribution fees which are charged directly to the respective class and transfer agency fees specific to Class Q shares which are charged to that share class) 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.

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

Prudential US Real Estate Fund 23

Notes to Financial Statements (unaudited) (continued)

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.

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 generally accepted accounting principles, are recorded on the ex-date. Permanent book/tax differences relating to income and gain(loss) are reclassified amongst undistributed net investment income, accumulated net realized gain (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 Trust, on behalf of the Fund, has a management agreement with PGIM Investments. Pursuant to this agreement, PGIM Investments has responsibility for all the investment advisory services and supervises the subadviser’s performance of such services. PGIM Investments has entered into a subadvisory agreement with PGIM, Inc., which provides subadvisory services to the Fund through its PGIM Real Estate unit. The subadvisory agreement provides that PGIM Real Estate will furnish investment advisory services in connection with the management of the Fund. In connection therewith, PGIM Real Estate is obligated to keep certain books and records of the Fund. PGIM Investments pays for the services of PGIM Real Estate, 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 PGIM Investments is accrued daily and payable monthly at an annual rate .75% of the Fund’s average daily net assets up to and including $1 billion, .73% on the next $2 billion of average daily net assets, .71% on the next $2 billion of average daily net assets, .70% on the next $5 billion of average daily net assets and .69% on the average daily net assets in excess of $10 billion. The effective management fee rate, before any waivers and/or expense reimbursement was .75% for the six months ended September 30, 2017. The management fee waiver and/or expense reimbursement exceeded the management fee for the six months ended September 30, 2017.

24

PGIM Investments has contractually agreed through July 31, 2018 to limit the net annual operating expenses (exclusive of distribution and service (12b-1) fees, taxes (such as income and foreign withholdings taxes, stamp duty and deferred tax expenses), interest, acquired fund fees and expenses, brokerage, extraordinary and certain other expenses such as dividend, broker charges and interest expense on short sales) of each class of shares of the Fund to 1.00% of the Fund’s average daily net assets. Expenses waived/reimbursed by the Manager in accordance with this agreement 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 Trust, 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 Q and Class Z shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A, Class B and Class C 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 Q or Class Z shares of the Fund.

Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to .30%, 1% and 1% of the average daily net assets of the Class A, B and C shares, respectively. PIMS has contractually agreed through July 31, 2018 to limit such fees to .25% of the average daily net assets of the Class A shares.

PIMS has advised the Fund that it has received $8,272 in front-end sales charges resulting from sales of Class A shares during the six months ended September 30, 2017. From these fees, PIMS paid such sales charges to affiliated broker-dealers, which in turn paid commissions to sales persons and incurred other distribution costs.

PIMS has advised the Fund that for the six months ended September 30, 2017, it received $521 and $49 in contingent deferred sales charges imposed upon redemptions by certain Class B and Class C shareholders, respectively.

PGIM Investments, PGIM, Inc. and PIMS 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 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 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,

Prudential US Real Estate Fund 25

Notes to Financial Statements (unaudited) (continued)

that 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. Such transactions are subject to ratification by the Board. For the reporting period ended September 30, 2017 no such transactions were entered into by the Fund.

The Fund may invest its overnight sweep cash in the Prudential Core Ultra Short Bond Fund (the “Core Fund”), a series of Prudential Investment Portfolios 2, registered under the 1940 Act and managed by PGIM Investments. Earnings from the Core Fund are disclosed on the Statement of Operations as “Affiliated dividend income”.

4. Portfolio Securities

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Treasury securities) for the six months ended September 30, 2017, were $10,756,510 and $11,456,583, respectively.

5. Tax Information

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of September 30, 2017 were as follows:

Tax Basis	$	21,381,187
Gross Unrealized Appreciation		3,117,472
Gross Unrealized Depreciation		(869,651	)
Net Unrealized Appreciation	$	2,247,821

The differences between book basis and tax basis was primarily attributable to deferred losses on wash sales.

Management 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. The Fund’s federal, state and local income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

6. Capital

The Fund offers Class A, Class B, Class C, Class Q and Class Z shares. Class A shares are sold with a maximum front-end sales charge of 5.50%. Investors who purchase $1 million

26

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. 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 quarterly 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 of shares made within 12 months of purchase. A special exchange privilege is also available for shareholders who qualify to purchase Class A shares at net asset value. Class Q and Class Z shares are not subject to any sales or redemption charge and are offered 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 beneficial interest.

The Trust has authorized an unlimited number of shares of beneficial interest at $.001 par value per share.

As of September 30, 2017, Prudential owned 825 shares of Class Q and 1,266,585 shares of Class Z of the Fund.

At reporting period end, two shareholders of record held 74% of the Fund’s outstanding shares on behalf of multiple beneficial owners, of which 67% were held by an affiliate of Prudential.

Transactions in shares of beneficial interest were as follows:

Class A	Shares			Amount
Six months ended September 30, 2017:
Shares sold		21,188		$	257,878
Shares issued in reinvestment of dividends and distributions		803			9,746
Shares reacquired		(60,508	)		(741,524	)
Net increase (decrease) in shares outstanding before conversion		(38,517	)		(473,900	)
Shares issued upon conversion from other share class(es)		160			1,969
Net increase (decrease) in shares outstanding		(38,357	)	$	(471,931	)
Year ended March 31, 2017:
Shares sold		240,777		$	3,125,192
Shares issued in reinvestment of dividends and distributions		60,264			740,909
Shares reacquired		(231,518	)		(2,981,968	)
Net increase (decrease) in shares outstanding before conversion		69,523			884,133
Shares issued upon conversion from other share class(es)		9,235			120,751
Shares reacquired upon conversion into other share class(es)		(39,225	)		(478,117	)
Net increase (decrease) in shares outstanding		39,533		$	526,767

Prudential US Real Estate Fund 27

Notes to Financial Statements (unaudited) (continued)

Class B	Shares			Amount
Six months ended September 30, 2017:
Shares sold		608		$	7,382
Shares issued in reinvestment of dividends and distributions		26			306
Shares reacquired		(11,452	)		(138,487	)
Net increase (decrease) in shares outstanding before conversion		(10,818	)		(130,799	)
Shares reacquired upon conversion into other share class(es)		(162	)		(1,969	)
Net increase (decrease) in shares outstanding		(10,980	)	$	(132,768	)
Year ended March 31, 2017:
Shares sold		13,597		$	185,880
Shares issued in reinvestment of dividends and distributions		13,185			159,841
Shares reacquired		(24,618	)		(311,930	)
Net increase (decrease) in shares outstanding before conversion		2,164			33,791
Shares reacquired upon conversion into other share class(es)		(4,312	)		(55,371	)
Net increase (decrease) in shares outstanding		(2,148	)	$	(21,580	)
Class C
Six months ended September 30, 2017:
Shares sold		5,931		$	71,564
Shares issued in reinvestment of dividends and distributions		35			418
Shares reacquired		(24,065	)		(288,243	)
Net increase (decrease) in shares outstanding		(18,099	)	$	(216,261	)
Year ended March 31, 2017:
Shares sold		45,835		$	611,002
Shares issued in reinvestment of dividends and distributions		18,301			220,410
Shares reacquired		(39,224	)		(484,354	)
Net increase (decrease) in shares outstanding before conversion		24,912			347,058
Shares reacquired upon conversion into other share class(es)		(5,061	)		(65,380	)
Net increase (decrease) in shares outstanding		19,851		$	281,678
Class Q
Period ended September 30, 2017*:
Shares sold		822.40		$	10,000
Shares issued in reinvestment of dividends and distributions		2.20			27
Net increase (decrease) in shares outstanding		824.60		$	10,027

28

Class Z	Shares			Amount
Six months ended September 30, 2017:
Shares sold		9,071		$	111,487
Shares issued in reinvestment of dividends and distributions		3,665			44,527
Shares reacquired		(31,402	)		(384,991	)
Net increase (decrease) in shares outstanding		(18,666	)	$	(228,977	)
Year ended March 31, 2017:
Shares sold		211,906		$	2,974,308
Shares issued in reinvestment of dividends and distributions		215,187			2,711,163
Shares reacquired		(1,720,388	)		(23,770,200	)
Net increase (decrease) in shares outstanding before conversion		(1,293,295	)		(18,084,729	)
Shares issued upon conversion from other share class(es)		39,195			478,117
Net increase (decrease) in shares outstanding		(1,254,100	)	$	(17,606,612	)

* Commencement of offering was May 25, 2017.

7. Borrowings

The Trust, 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 SCA provides for a commitment of $900 million for the period October 6, 2016 through October 5, 2017. The Funds pay an annualized commitment fee of .15% of the unused portion of the SCA. The Fund’s portion of the commitment fee for the unused amount, allocated based upon a method approved by the Board, is accrued daily and paid quarterly.

Subsequent to the reporting period end, the SCA has been renewed effective October 5, 2017 and will continue to provide a commitment of $900 million through October 4, 2018. The commitment fee paid by the Funds will continue to be .15% of the unused portion of the SCA. The interest on borrowings under the SCAs is paid monthly and at a per annum interest rate based upon a contractual spread plus the higher of (1) the effective federal funds rate, (2) the 1-month LIBOR rate or (3) zero percent.

Other 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 six months ended September 30, 2017.

Prudential US Real Estate Fund 29

Notes to Financial Statements (unaudited) (continued)

8. Recent Accounting Pronouncements and Reporting Updates

In October 2016, the Securities and Exchange Commission (“SEC”) adopted new forms, rules and rule amendments intended to modernize and enhance the reporting and disclosure of information by registered investment companies and to improve the quality of information that registered investment companies provide to investors. Among the new reporting and disclosure requirements, the SEC would require registered investment companies to establish a liquidity risk management program and to file a new monthly Form N-PORT that provides more detailed information about fund holdings and their liquidity. In addition, the SEC is adopting new Form N-CEN which will require registered investment companies to annually report certain census-type information. The compliance dates are generally June 1, 2018 and December 1, 2018. Management is currently evaluating the impact to the funds.

9. Other

At the Trust’s Board meeting in March 2017, the Board approved a change in the methodology of allocating certain expenses, such as Transfer Agent fees (including sub-transfer agent and networking fees) and Blue Sky fees. PGIM Investments will implement the changes effective January 1, 2018.

30

Financial Highlights (unaudited)

Class A Shares
	Six Months Ended September 30,			Year Ended March 31,
	2017			2017			2016			2015			2014			2013
Per Share Operating Performance(b):
Net Asset Value, Beginning of Period		$12.01			$13.71			$14.80			$12.78			$12.86			$11.75
Income (loss) from investment operations:
Net investment income (loss)		.08			.06			.21			.15			.10			.07
Net realized and unrealized gain (loss) on investments		.37			.07			(.11	)		2.74			.39			1.39
Total from investment operations		.45			.13			.10			2.89			.49			1.46
Less Dividends and Distributions:
Dividends from net investment income		(.03	)		(.27	)		(.14	)		(.13	)		(.10	)		(.06	)
Distributions from net realized gains		-			(1.56	)		(1.05	)		(.74	)		(.47	)		(.29	)
Total dividends and distributions		(.03	)		(1.83	)		(1.19	)		(.87	)		(.57	)		(.35	)
Net asset value, end of period		$12.43			$12.01			$13.71			$14.80			$12.78			$12.86
Total Return(a):		3.72%			1.01%			1.28%			23.06%			4.20%			12.70%
Ratios/Supplemental Data:
Net assets, end of period (000)		$4,559			$4,863			$5,013			$6,502			$3,080			$2,027
Average net assets (000)		$4,716			$5,555			$4,850			$4,728			$2,687			$1,234
Ratios to average net assets(c):
Expenses after waivers and/or expense reimbursement		1.25%	(e)		1.34%			1.61%	(d)		1.60%			1.60%			1.60%
Expenses before waivers and/or expense reimbursement		2.07%	(e)		1.92%			1.73%	(d)		1.85%			2.05%			1.96%
Net investment income (loss)		1.33%	(e)		0.43%			1.53%			1.06%			.79%			.61%
Portfolio turnover rate		46%	(f)		122%			156%			98%			66%			53%

(a) Total return does not consider the effect of sales load. 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.

(b) Calculated based on the average shares outstanding during the period.

(c) Does not include expenses of the underlying portfolio in which the Fund invests.

(d) Includes .01% of loan interest expense.

(e) Annualized.

(f) Not annualized.

See Notes to Financial Statements.

Prudential US Real Estate Fund 31

Financial Highlights (unaudited) (continued)

Class B Shares
	Six Months Ended September 30,			Year Ended March 31,
	2017			2017			2016			2015			2014			2013
Per Share Operating Performance(b):
Net Asset Value, Beginning of Period		$11.81			$13.51			$14.62			$12.67			$12.78			$11.72
Income (loss) from investment operations:
Net investment income (loss)		.03			(.04	)		.11			.05			.03			(.02	)
Net realized and unrealized gain (loss) on investments		.37			.07			(.11	)		2.69			.37			1.38
Total from investment operations		.40			.03			-			2.74			.40			1.36
Less Dividends and Distributions:
Dividends from net investment income		-	(c)		(.17	)		(.06	)		(.05	)		(.04	)		(.01	)
Distributions from net realized gains		-			(1.56	)		(1.05	)		(.74	)		(.47	)		(.29	)
Total dividends and distributions		-			(1.73	)		(1.11	)		(.79	)		(.51	)		(.30	)
Net asset value, end of period		$12.21			$11.81			$13.51			$14.62			$12.67			$12.78
Total Return(a):		3.42%			.26%			.52%			22.05%			3.53%			11.80%
Ratios/Supplemental Data:
Net assets, end of period (000)		$992			$1,089			$1,276			$1,814			$1,067			$1,380
Average net assets (000)		$1,057			$1,240			$1,443			$1,480			$1,244			$950
Ratios to average net assets(d):
Expenses after waivers and/or expense reimbursement		2.00%	(f)		2.09%			2.36%	(e)		2.35%			2.35%			2.35%
Expenses before waivers and/or expense reimbursement		2.77%	(f)		2.61%			2.43%	(e)		2.55%			2.73%			2.66%
Net investment income (loss)		.57%	(f)		(.35)%			.80%			.35%			.21%			(.13)%
Portfolio turnover rate		46%	(g)		122%			156%			98%			66%			53%

(a) Total return does not consider the effect of sales load. 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.

(b) Calculated based on the average shares outstanding during the period.

(c) Less than $.005 per share.

(d) Does not include expenses of the underlying portfolio in which the Fund invests.

(e) Includes .01% of loan interest expense.

(f) Annualized.

(g) Not annualized.

See Notes to Financial Statements.

32

Class C Shares
	Six Months Ended September 30,			Year Ended March 31,
	2017			2017			2016			2015			2014			2013
Per Share Operating Performance(b):
Net Asset Value, Beginning of Period		$11.79			$13.49			$14.60			$12.65			$12.76			$11.70
Income (loss) from investment operations:
Net investment income (loss)		.03			(.05	)		.11			.04			.02			(.01	)
Net realized and unrealized gain (loss) on investments		.36			.08			(.11	)		2.70			.38			1.37
Total from investment operations		.39			.03			-			2.74			.40			1.36
Less Dividends and Distributions:
Dividends from net investment income		-	(c)		(.17	)		(.06	)		(.05	)		(.04	)		(.01	)
Distributions from net realized gains		-			(1.56	)		(1.05	)		(.74	)		(.47	)		(.29	)
Total dividends and distributions		-			(1.73	)		(1.11	)		(.79	)		(.51	)		(.30	)
Net asset value, end of period		$12.18			$11.79			$13.49			$14.60			$12.65			$12.76
Total Return(a):		3.34%			0.26%			.53%			22.09%			3.54%			11.82%
Ratios/Supplemental Data:
Net assets, end of period (000)		$1,368			$1,536			$1,491			$1,769			$854			$690
Average net assets (000)		$1,470			$1,669			$1,543			$1,244			$824			$401
Ratios to average net assets(d):
Expenses after waivers and/or expense reimbursement		2.00%	(f)		2.08%			2.36%	(e)		2.35%			2.35%			2.35%
Expenses before waivers and/or expense reimbursement		2.77%	(f)		2.62%			2.43%	(e)		2.55%			2.75%			2.65%
Net investment income (loss)		.58%	(f)		(.39)%			.80%			.31%			.12%			(.12)%
Portfolio turnover rate		46%	(g)		122%			156%			98%			66%			53%

(a) Total return does not consider the effect of sales load. 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.

(b) Calculated based on the average shares outstanding during the period.

(c) Less than $.005 per share.

(d) Does not include expenses of the underlying portfolio in which the Fund invests.

(e) Includes .01% of loan interest expense.

(f) Annualized.

(g) Not annualized.

See Notes to Financial Statements.

Prudential US Real Estate Fund 33

Financial Highlights (unaudited) (continued)

Class Q Shares
	May 25, 2017(a) through September 30, 2017
Per Share Operating Performance(b):
Net Asset Value, Beginning of Period		$12.16
Income (loss) from investment operations:
Net investment income (loss)		.08
Net realized and unrealized gain (loss) on investments		.24
Total from investment operations		.32
Less Dividends and Distributions:
Dividends from net investment income		(.03	)
Net asset value, end of period		$12.45
Total Return(c):		2.67%
Ratios/Supplemental Data:
Net assets, end of period (000)		$10
Average net assets (000)		$10
Ratios to average net assets(d):
Expenses after waivers and/or expense reimbursement		1.00%	(e)
Expenses before waivers and/or expense reimbursement		1.69%	(e)
Net investment income (loss)		1.92%	(e)
Portfolio turnover rate		46%	(f)

(a) Commencement of operations.

(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 portfolio in which the Fund invests.

(e) Annualized.

(f) Not annualized.

See Notes to Financial Statements.

34

Class Z Shares
	Six Months Ended September 30,			Year Ended March 31,
	2017			2017			2016			2015			2014			2013
Per Share Operating Performance(b):
Net Asset Value, Beginning of Period		$12.02			$13.72			$14.80			$12.79			$12.86			$11.75
Income (loss) from investment operations:
Net investment income (loss)		.10			.08			.26			.19			.14			.11
Net realized and unrealized gain (loss) on investments		.36			.09			(.12	)		2.72			.39			1.38
Total from investment operations		.46			.17			.14			2.91			.53			1.49
Less Dividends and Distributions:
Dividends from net investment income		(.03	)		(.31	)		(.17	)		(.16	)		(.13	)		(.09	)
Distributions from net realized gains		-			(1.56	)		(1.05	)		(.74	)		(.47	)		(.29	)
Total dividends and distributions		(.03	)		(1.87	)		(1.22	)		(.90	)		(.60	)		(.38	)
Net asset value, end of period		$12.45			$12.02			$13.72			$14.80			$12.79			$12.86
Total Return(a):		3.86%			1.26%			1.56%			23.27%			4.55%			12.96%
Ratios/Supplemental Data:
Net assets, end of period (000)		$16,759			$16,397			$35,941			$35,218			$28,037			$22,749
Average net assets (000)		$16,598			$22,153			$36,976			$29,979			$21,876			$20,014
Ratios to average net assets(c):
Expenses after waivers and/or expense reimbursement		1.00%	(e)		1.13%			1.36%	(d)		1.35%			1.35%			1.35%
Expenses before waivers and/or expense reimbursement		1.77%	(e)		1.56%			1.43%	(d)		1.55%			1.74%			1.69%
Net investment income (loss)		1.60%	(e)		.63%			1.90%			1.34%			1.08%			.90%
Portfolio turnover rate		46%	(f)		122%			156%			98%			66%			53%

(a) 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.

(b) Calculated based on the average shares outstanding during the period.

(c) Does not include expenses of the underlying portfolio in which the Fund invests.

(d) Includes .01% of loan interest expense.

(e) Annualized.

(f) Not annualized.

See Notes to Financial Statements.

Prudential US Real Estate Fund 35

Approval of Advisory Agreements (unaudited)

The Fund’s Board of Trustees

The Board of Trustees (the “Board”) of Prudential US Real Estate Fund (the “Fund”)¹ consists of twelve 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 Trustees”). 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 Trustees have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Trustee. 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 Trustees.

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 PGIM, Inc. (“PGIM”), which provides subadvisory services to the Fund through its PGIM Real Estate unit. In considering the renewal of the agreements, the Board, including all of the Independent Trustees,² met on June 6-8, 2017 and approved the renewal of the agreements through July 31, 2018, 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 PGIM. 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 Trustees 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 Trustees 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 considered information provided by PGIM Investments throughout the year at regular Board

¹  Prudential US Real Estate Fund is a series of Prudential Investment Portfolios 12.

²  Barry H. Evans and Laurie Simon Hodrick joined the Board effective as of September 1, 2017. Neither Mr. Evans nor Ms. Hodrick participated in the consideration of the renewal of the Fund’s advisory agreements.

Prudential US Real Estate Fund

Approval of Advisory Agreements (continued)

meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on June 6-8, 2017.

The Trustees 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 PGIM, 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 Trustees considered relevant in the exercise of their business judgment.

The material factors and conclusions that formed the basis for the Trustees’ 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 PGIM Real Estate. 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. 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 Trustees of the Fund who are part of Fund management. The Board also considered the investment subadvisory services provided by PGIM Real Estate, 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 PGIM Real Estate, and also considered the qualifications, backgrounds and responsibilities of PGIM Real Estate’s 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 PGIM Real Estate’s organizational structure, senior management, investment operations, and other relevant information pertaining to PGIM Investments, and PGIM Real Estate. The Board also noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer (“CCO”) as to PGIM Investments and PGIM Real Estate. The Board noted that PGIM Real Estate is affiliated with PGIM Investments.

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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 PGIM Real Estate, and that there was a reasonable basis on which to conclude that the Fund benefits from the services provided by PGIM Investments and PGIM Real Estate 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. However, the Board considered that the cost of services provided by PGIM Investments exceeded the management fees received by PGIM Investments, resulting in an operating loss to PGIM Investments for the year ended December 31, 2016. The Board further noted that the subadviser is affiliated with PGIM Investments and that its profitability is reflected in PGIM Investments’ profitability report. 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, but that at its current level of assets the Fund does not realize the effect of those rate reductions. The Board took note that the Fund’s fee structure currently results in benefits to Fund shareholders whether or not PGIM Investments realizes any economies of scale. The Board noted that economies of scale, if any, may be shared with the Fund in several 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 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.

Prudential US Real Estate 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 PGIM Real Estate

The Board considered potential ancillary benefits that might be received by PGIM Investments and PGIM Real Estate 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 PGIM Real Estate 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 PGIM Real Estate 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 specific factors and made related conclusions relating to the historical performance of the Fund for the one-, three-, and five-year periods ended December 31, 2016.

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 March 31, 2016. 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 (the Lipper Real Estate Funds Performance 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. The comparisons placed the Fund in various quartiles, 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

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forth gross performance comparisons (which do not 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.

Performance	1 Year	3 Years	5 Years	10 Years
	3rd Quartile	3rd Quartile	3rd Quartile	N/A
Actual Management Fees: 2nd Quartile
Net Total Expenses: 3rd Quartile

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

• The Board considered PGIM Investments’ explanation that the Fund’s underperformance was attributable to the Fund’s underweight positioning in non-core REIT investments, which significantly outperformed in 2016.

• The Board also considered PGIM Investments’ assertion that the Fund’s lower tracking error over time versus the Fund’s Peer Universe makes benchmark relative performance more relevant when evaluating the Fund. In that regard, the Board considered information from PGIM Investments that prior to 2016, the Fund performed in-line with its benchmark index over the trailing one-year period, and outperformed its benchmark index over the trailing three- and five-year periods.

• The Board noted that effective July 1, 2016 PGIM Investments capped the Fund’s annual operating expenses at 1.00% (exclusive of 12b-1 fees and certain other fees), through July 31, 2018. In that regard, the Board considered information provided by PGIM Investments indicating that if the expense cap were in effect for the full fiscal year, the Fund’s net total expenses would rank in the first quartile of its Peer Group.

• 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 the approval of the agreements was in the best interests of the Fund and its shareholders.

Prudential US Real Estate Fund

∎   MAIL	∎   TELEPHONE	∎   WEBSITE
655 Broad Street Newark, NJ 07102	(800) 225-1852	www.pgiminvestments.com

PROXY VOTING

The Board of Trustees of the Fund has delegated to the Fund’s investment 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.

TRUSTEES

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 • Richard A. Redeker • Stephen G. Stoneburn • Grace C. Torres

OFFICERS

Stuart S. Parker, President • Scott E. Benjamin, Vice President • M. Sadiq Peshimam, Treasurer and Principal Financial and Accounting Officer • Raymond A. O’Hara, Chief Legal Officer • Deborah A. Docs, Secretary • Chad A. Earnst, Chief Compliance Officer • Charles H. Smith, Anti-Money Laundering Compliance Officer • Jonathan D. Shain, Assistant Secretary • Claudia DiGiacomo, Assistant Secretary • Andrew R. French, Assistant Secretary • Peter Parrella, Assistant Treasurer • Lana Lomuti, Assistant Treasurer • Linda McMullin, Assistant Treasurer • Kelly A. Coyne, Assistant Treasurer

MANAGER	PGIM Investments LLC	655 Broad Street Newark, NJ 07102
INVESTMENT SUBADVISER	PGIM Real Estate	7 Giralda Farms Madison, NJ 07940
DISTRIBUTOR	Prudential Investment Management Services LLC	655 Broad Street Newark, NJ 07102
CUSTODIAN	The Bank of New York Mellon	225 Liberty 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 a prospectus and summary prospectus by visiting our website at www.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 www.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 TRUSTEES

Shareholders can communicate directly with the Board of Trustees by writing to the Chair of the Board, Prudential US Real Estate Fund, PGIM Investments, Attn: Board of Trustees, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Trustee by writing to the same address. Communications are not screened before being delivered to the addressee.

AVAILABILITY OF PORTFOLIO SCHEDULE

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation and location of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund’s schedule of portfolio holdings is also available on the Fund’s website as of the end of each month no sooner than 15 days after the end of the month.

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

PRUDENTIAL US REAL ESTATE FUND

SHARE CLASS	A	B	C	Q	Z
NASDAQ	PJEAX	PJEBX	PJECX	PJEQX	PJEZX
CUSIP	744336603	744336702	744336801	744336751	744336884

MF209E2    

PRUDENTIAL QMA LONG-SHORT EQUITY FUND

SEMIANNUAL REPORT

SEPTEMBER 30, 2017

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Objective: Long-term capital appreciation

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.

The accompanying financial statements as of September 30, 2017 were not audited and, accordingly, no auditor’s opinion is expressed on them.

Mutual funds are distributed by Prudential Investment Management Services LLC, a Prudential Financial company and member SIPC. QMA is the primary business name of Quantitative Management Associates LLC, a wholly owned subsidiary of PGIM, Inc. (PGIM), a Prudential Financial Company. ^© 2017 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.

2 Visit our website at pgiminvestments.com

PRUDENTIAL FUNDS — UPDATE

Effective on or about June 1, 2018 (the “Effective Date”), the Fund’s Class A, Class C, Class R, and Class Z shares, as applicable, will be closed to investments by new group retirement plans, except as discussed below. Existing group retirement plans as of the Effective Date may keep their investments in their current share class and may continue to make additional purchases or exchanges of that class of shares. As of the Effective Date, all new group retirement plans wishing to add the Fund as a new addition to the plan generally will be into one of the available Class Q shares, Class R2 shares, or Class R4 shares of the Fund.

In addition, on or about the Effective Date, the Class R shares of the Fund will be closed to all new investors, except as discussed below. Due to the closing of the Class R shares to new investors, effective on or about the Effective Date new IRA investors may only purchase Class A, Class C, Class Z, or Class Q shares of the Fund, subject to share class eligibility. Following the Effective Date, no new accounts may be established in the Fund’s Class R shares and no Class R shares may be purchased or acquired by any new Class R shareholder, except as discussed below.

	Class A	Class C	Class Z	Class R
Existing Investors (Group Retirement Plans, IRAs, and all other investors)	No Change	No Change	No Change	No Change
New Group Retirement Plans	Closed to group retirement plans wishing to add the share classes as new additions to plan menus on or about June 1, 2018, subject to certain exceptions below
New IRAs	No Change	No Change	No Change	Closed to all new investors on or about June 1, 2018, subject to certain exceptions below
All Other New Investors	No Change	No Change	No Change

Prudential QMA Long-Short Equity Fund

However, the following new investors may continue to purchase Class A, Class C, Class R, and Class Z shares of the Fund, as applicable:

• Eligible group retirement plans who are exercising their one-time 90-day repurchase privilege in the Fund will be permitted to purchase such share classes.

• Plan participants in a group retirement plan that offers Class A, Class C, Class R, or Class Z shares of the Fund as of the Effective Date will be permitted to purchase such share classes of the Fund, even if the plan participant did not own shares of that class of the Fund as of the Effective Date.

• Certain new group retirement plans will be permitted to offer such share classes of the Fund after the Effective Date, provided that the plan has or is actively negotiating a contractual agreement with the Fund’s distributor or service provider to offer such share classes of the Fund prior to or on the Effective Date.

• New group retirement plans that combine with, replace, or are otherwise affiliated with a current plan that invests in such share classes prior to or on the Effective Date will be permitted to purchase such share classes.

The Fund also reserves the right to refuse any purchase order that might disrupt management of the Fund or to otherwise modify the closure policy at any time on a case-by-case basis.

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Letter from the President

Dear Shareholder:

We hope you find the semiannual report for the Prudential QMA Long-Short Equity Fund informative and useful. The report covers performance for the six-month period ended September 30, 2017.

Since market conditions change over time, 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. We’re part of PGIM, a top-10 global investment manager with more than $1 trillion in assets under management. This investment expertise allows 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,

Stuart Parker, President

Prudential QMA Long-Short Equity Fund

November 16, 2017

Prudential QMA Long-Short Equity Fund 5

Your Fund’s Performance (unaudited)

Performance data quoted represent 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 www.pgiminvestments.com or by calling (800) 225-1852.

	Total Returns as of 9/30/17 (without sales charges)	Average Annual Total Returns as of 9/30/17 (with sales charges)
	Six Months* (%)	One Year (%)	Since Inception (%)
Class A	4.22	4.37	5.61 (5/29/2014)
Class C	3.79	8.64	6.61 (5/29/2014)
Class Q	4.01**	N/A	N/A (5/25/2017)
Class Z	4.27	10.65	7.67 (5/29/2014)
S&P 500 Index	7.70	18.59	10.72
Customized Blend Index	4.02	9.32	5.49
Lipper Alternative Long/Short Equity Funds Average	3.90	9.24	3.50

*Not annualized

**Since inception

Source: PGIM Investments LLC and Lipper Inc.

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

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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 C*	Class Q	Class Z*
Maximum initial sales charge	5.50% of the public offering price	None	None	None
Contingent deferred sales charge (CDSC) (as a percentage of the lower of original purchase price or net asset value at redemption)	1% on sales of $1 million or more made within 12 months of purchase	1% on sales made within 12 months of purchase	None	None
Annual distribution and service (12b-1) fees (shown as a percentage of average daily net assets)	0.30% (0.25% currently)	1%	None	None

*Certain share classes will be generally closed to investments by new group retirement plans effective on or about June 1, 2018. Please see the “PRUDENTIAL FUNDS—UPDATE” in the front of this report for more information.

Benchmark Definitions

Customized Blend Index—The Customized Blend Index (the Index) is a model portfolio consisting of the S&P 500 Index (50%), which is unmanaged and provides a broad indicator of stock price movements, and the Citigroup 3-Month Treasury Bill Index (50%), which is unmanaged and represents monthly return equivalents of yield averages of the last three-month Treasury Bill issues.

S&P 500 Index—The Standard & Poor’s 500 Composite Stock Price Index (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.

Lipper Alternative Long/Short Equity Funds Average—The Lipper Alternative Long/Short Equity Funds Average (Lipper Average) is based on an average return of all funds in the Lipper Alternative Long/Short Equity Funds universe for the periods noted. Funds in the Lipper Alternative Long/Short Equity Funds universe employ portfolio strategies combining long holdings of equities with short sales of equity, equity options, or equity index options.

Investors cannot invest directly in an index. The returns for the Indexes would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes. Returns for the Lipper Average reflect the deduction of operating expenses, but not sales charges or taxes.

Prudential QMA Long-Short Equity Fund 7

Your Fund’s Performance (continued)

Presentation of Fund Holdings

Five Largest Holdings—Long Positions*
expressed as a percentage of net assets
as of 9/30/17 (%)

Facebook, Inc., (Class A Stock), Internet Software & Services	1.8
Bank of America Corp., Banks	1.5
Alphabet, Inc., (Class C Stock), Internet Software & Services	1.5
Applied Materials, Inc., Semiconductors & Semiconductor Equipment	1.4
Adobe Systems, Inc., Software	1.3

Holdings reflect only long-term investments and are subject to change.

Five Largest Holdings—Short Positions**
expressed as a percentage of net assets
as of 9/30/17 (%)

Workday, Inc., (Class A Stock), Software	(1.2)
Palo Alto Networks, Inc., Communications Equipment	(1.1)
Square, Inc., (Class A Stock), IT Services	(1.1)
CF Industries Holdings, Inc., Commercial Services & Supplies	(1.1)
Marriott International, Inc., Hotels, Restaurants & Leisure	(1.1)

Five Largest Industries expressed as a percentage of net assets as of 9/30/17 (%)
Software	7.6
Oil, Gas & Consumable Fuels	5.7
Biotechnology	4.7
Health Care Equipment & Supplies	4.4
Semiconductors & Semiconductor Equipment	4.4

Industry weightings reflect only long-term investments and are subject to change.

*A long position is defined as buying shares of stock with the expectation of profiting when the share price appreciates.

**A short position is defined as borrowing shares and then selling those shares with the expectation of profiting when the share price depreciates and those shares can be bought back at a cheaper price. Short positions in the Fund are expressed as a negative percentage of net assets.

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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 September 30, 2017. 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 Prudential 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

Prudential QMA Long-Short Equity Fund 9

Fees and Expenses (continued)

period 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.

Prudential QMA Long-Short Equity Fund		Beginning  Account Value April 1, 2017		Ending  Account Value September 30, 2017		Annualized Expense Ratio Based on the Six-Month Period			Expenses  Paid During the Six-Month Period*
Class A	Actual	$	1,000.00	$	1,042.20		2.47	%	$	12.65
	Hypothetical	$	1,000.00	$	1,012.68		2.47	%	$	12.46
Class C	Actual	$	1,000.00	$	1,037.90		3.21	%	$	16.40
	Hypothetical	$	1,000.00	$	1,008.97		3.21	%	$	16.17
Class Q**	Actual	$	1,000.00	$	1,040.10		2.38	%	$	8.51
	Hypothetical	$	1,000.00	$	1,013.14		2.38	%	$	12.01
Class Z	Actual	$	1,000.00	$	1,042.70		2.21	%	$	11.32
	Hypothetical	$	1,000.00	$	1,013.99		2.21	%	$	11.16

* 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 183 days in the six-month period ended September 30, 2017, and divided by the 365 days in the Fund’s fiscal year ending March 31, 2018 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.

**“Actual” expenses are calculated using the 128 day in the period ended September 30, 2017 due to the Class’ inception date of May 25, 2017.

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Schedule of Investments (unaudited)

as of September 30, 2017

Description	Shares		Value
LONG-TERM INVESTMENTS    97.1%
COMMON STOCKS
Aerospace & Defense    3.2%
BWX Technologies, Inc.		21,400	$	1,198,828
Curtiss-Wright Corp.		2,200		229,988
Ducommun, Inc.*		4,500		144,225
Huntington Ingalls Industries, Inc.		10,300		2,332,332
Lockheed Martin Corp.		13,600		4,219,944
Moog, Inc., (Class A Stock)*		8,100		675,783
Spirit AeroSystems Holdings, Inc., (Class A Stock)		45,100		3,505,172
Wesco Aircraft Holdings, Inc.*		10,200		95,880
				12,402,152
Air Freight & Logistics    0.7%
FedEx Corp.		12,400		2,797,192
Auto Components    0.8%
Cooper-Standard Holdings, Inc.*		12,000		1,391,640
Lear Corp.		8,100		1,401,948
Tenneco, Inc.		1,400		84,938
				2,878,526
Banks    3.5%
Bank of America Corp.(u)		233,500		5,916,890
JPMorgan Chase & Co.		45,900		4,383,909
Popular, Inc. (Puerto Rico)		34,300		1,232,742
QCR Holdings, Inc.		3,100		141,050
SunTrust Banks, Inc.		29,200		1,745,284
				13,419,875
Beverages    1.5%
Dr. Pepper Snapple Group, Inc.		8,300		734,301
National Beverage Corp.		28,300		3,510,615
PepsiCo, Inc.		14,100		1,571,163
				5,816,079
Biotechnology    4.7%
AbbVie, Inc.(u)		55,600		4,940,616
Alexion Pharmaceuticals, Inc.*		4,100		575,189
Amgen, Inc.(u)		24,180		4,508,361
Biogen, Inc.*		1,680		526,042
BioSpecifics Technologies Corp.*		4,700		218,644
Bioverativ, Inc.*		15,940		909,696

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 11

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Biotechnology (cont’d.)
Celgene Corp.*(u)		33,900	$	4,943,298
Gilead Sciences, Inc.		18,000		1,458,360
				18,080,206
Building Products    1.3%
American Woodmark Corp.*		3,000		288,750
Continental Building Products, Inc.*		70,600		1,835,600
NCI Building Systems, Inc.*		76,000		1,185,600
Patrick Industries, Inc.*		10,300		866,230
Universal Forest Products, Inc.		8,100		795,096
				4,971,276
Capital Markets    0.6%
LPL Financial Holdings, Inc.		8,400		433,188
Raymond James Financial, Inc.		4,100		345,753
S&P Global, Inc.		8,500		1,328,635
				2,107,576
Chemicals    1.5%
Chemours Co. (The)		75,700		3,831,177
Ingevity Corp.*		12,200		762,134
KMG Chemicals, Inc.		2,600		142,688
Koppers Holdings, Inc.*		20,900		964,535
				5,700,534
Commercial Services & Supplies    0.3%
Herman Miller, Inc.		4,200		150,780
Knoll, Inc.		15,900		318,000
Quad/Graphics, Inc.		20,000		452,200
Steelcase, Inc., (Class A Stock)		24,800		381,920
				1,302,900
Communications Equipment    2.3%
CommScope Holding Co., Inc.*		89,000		2,955,690
F5 Networks, Inc.*		22,400		2,700,544
Juniper Networks, Inc.		68,900		1,917,487
Plantronics, Inc.		23,900		1,056,858
				8,630,579
Construction & Engineering    1.4%
EMCOR Group, Inc.		21,900		1,519,422
MasTec, Inc.*		79,100		3,670,240
				5,189,662

See Notes to Financial Statements.

12

Description	Shares		Value
COMMON STOCKS (Continued)
Construction Materials    0.3%
Eagle Materials, Inc.		9,100	$	970,970
Consumer Finance    0.3%
Navient Corp.		60,100		902,702
Nelnet, Inc., (Class A Stock)		3,400		171,700
				1,074,402
Containers & Packaging    1.4%
Crown Holdings, Inc.*		12,600		752,472
Greif, Inc., (Class A Stock)		35,000		2,048,900
Owens-Illinois, Inc.*		59,600		1,499,536
WestRock Co.		20,100		1,140,273
				5,441,181
Distributors    0.4%
LKQ Corp.*		43,000		1,547,570
Diversified Consumer Services    0.1%
Grand Canyon Education, Inc.*		5,000		454,100
Diversified Telecommunication Services    0.9%
AT&T, Inc.		19,400		759,898
Verizon Communications, Inc.		54,300		2,687,307
				3,447,205
Electric Utilities    0.6%
PPL Corp.		61,900		2,349,105
Electronic Equipment, Instruments & Components    2.7%
Anixter International, Inc.*		10,200		867,000
Arrow Electronics, Inc.*		12,600		1,013,166
Insight Enterprises, Inc.*		3,800		174,496
IPG Photonics Corp.*		12,500		2,313,250
Itron, Inc.*		56,500		4,375,925
PC Connection, Inc.		8,000		225,520
SYNNEX Corp.		10,600		1,341,006
				10,310,363
Energy Equipment & Services    0.1%
Archrock, Inc.		28,200		353,910
McDermott International, Inc.*		21,800		158,486
				512,396

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 13

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Equity Real Estate Investment Trusts (REITs)    3.7%
American Tower Corp.		14,400	$	1,968,192
Apple Hospitality REIT, Inc.		6,400		121,024
Chesapeake Lodging Trust		13,100		353,307
Franklin Street Properties Corp.		68,400		726,408
GEO Group, Inc. (The)		106,200		2,856,780
Hospitality Properties Trust		74,000		2,108,260
InfraREIT, Inc.		14,200		317,654
Outfront Media, Inc.		38,800		976,984
Ryman Hospitality Properties, Inc.		8,800		549,912
Spirit Realty Capital, Inc.		28,700		245,959
VEREIT, Inc.		179,700		1,489,713
WP Carey, Inc.		13,000		876,070
Xenia Hotels & Resorts, Inc.		68,800		1,448,240
				14,038,503
Food & Staples Retailing    0.0%
Ingles Markets, Inc., (Class A Stock)		3,900		100,230
Food Products    2.6%
Conagra Brands, Inc.		48,100		1,622,894
Lamb Weston Holdings, Inc.		1,033		48,437
Sanderson Farms, Inc.		25,500		4,118,760
Tyson Foods, Inc., (Class A Stock)		60,700		4,276,315
				10,066,406
Gas Utilities    1.7%
Atmos Energy Corp.		44,800		3,756,032
UGI Corp.		55,000		2,577,300
				6,333,332
Health Care Equipment & Supplies    4.4%
Abbott Laboratories		28,200		1,504,752
Baxter International, Inc.		67,200		4,216,800
Danaher Corp.		41,000		3,516,980
Hill-Rom Holdings, Inc.		14,100		1,043,400
Hologic, Inc.*		69,200		2,538,948
IDEXX Laboratories, Inc.*		5,000		777,450
Masimo Corp.*		40,200		3,479,712
				17,078,042
Health Care Providers & Services    3.7%
Centene Corp.*		11,500		1,112,855
Express Scripts Holding Co.*		47,000		2,976,040

See Notes to Financial Statements.

14

Description	Shares		Value
COMMON STOCKS (Continued)
Health Care Providers & Services (cont’d.)
Magellan Health, Inc.*		9,700	$	837,110
UnitedHealth Group, Inc.(u)		25,100		4,915,835
WellCare Health Plans, Inc.*		24,300		4,173,282
				14,015,122
Health Care Technology    1.3%
Cerner Corp.*(u)		68,600		4,892,552
Hotels, Restaurants & Leisure    2.0%
Bloomin’ Brands, Inc.		88,600		1,559,360
Hilton Grand Vacations, Inc.*		14,700		567,861
McDonald’s Corp.		4,900		767,732
Ruth’s Hospitality Group, Inc.		31,600		662,020
Texas Roadhouse, Inc.		5,700		280,098
Yum China Holdings, Inc.*		93,900		3,753,183
				7,590,254
Household Durables    2.8%
D.R. Horton, Inc.		92,400		3,689,532
La-Z-Boy, Inc.		37,600		1,011,440
NVR, Inc.*(u)		1,660		4,739,300
Taylor Morrison Home Corp., (Class A Stock)*		63,700		1,404,585
				10,844,857
Independent Power & Renewable Electricity Producers    0.4%
AES Corp.		47,800		526,756
Atlantica Yield PLC (Spain)		55,500		1,093,350
				1,620,106
Insurance    1.6%
American Equity Investment Life Holding Co.		27,000		785,160
American International Group, Inc.		59,900		3,677,261
Unum Group		36,200		1,850,906
				6,313,327
Internet & Direct Marketing Retail    1.5%
1-800-Flowers.com, Inc., (Class A Stock)*		52,500		517,125
FTD Cos., Inc.*		13,100		170,824
Liberty Interactive Corp. QVC Group, (Class A Stock)*		36,200		853,234
Liberty TripAdvisor Holdings, Inc., (Class A Stock)*		24,900		307,515
Nutrisystem, Inc.		70,600		3,946,540
				5,795,238

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 15

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Internet Software & Services    4.0%
Alphabet, Inc., (Class A Stock)*		1,500	$	1,460,580
Alphabet, Inc., (Class C Stock)*(u)		6,062		5,814,125
Blucora, Inc.*		25,200		637,560
CoStar Group, Inc.*		2,400		643,800
Facebook, Inc., (Class A Stock)*(u)		40,100		6,851,887
				15,407,952
IT Services    3.4%
Booz Allen Hamilton Holding Corp.		24,700		923,533
CACI International, Inc., (Class A Stock)*		7,700		1,072,995
Cognizant Technology Solutions Corp., (Class A Stock)		55,600		4,033,224
CSG Systems International, Inc.		12,100		485,210
DST Systems, Inc.		14,100		773,808
ExlService Holdings, Inc.*		8,300		484,056
First Data Corp., (Class A Stock)*		142,000		2,561,680
Hackett Group, Inc. (The)		25,100		381,269
Leidos Holdings, Inc.		19,200		1,137,024
MAXIMUS, Inc.		4,500		290,250
Total System Services, Inc.		5,200		340,600
Travelport Worldwide Ltd.		41,500		651,550
				13,135,199
Life Sciences Tools & Services    0.5%
Bruker Corp.		47,300		1,407,175
Charles River Laboratories International, Inc.*		4,300		464,486
				1,871,661
Machinery    3.6%
Crane Co.		5,500		439,945
Fortive Corp.		9,900		700,821
Global Brass & Copper Holdings, Inc.		16,000		540,800
Harsco Corp.*		16,500		344,850
IDEX Corp.		8,100		983,907
Ingersoll-Rand PLC		16,600		1,480,222
Lincoln Electric Holdings, Inc.		4,100		375,888
Lydall, Inc.*		5,000		286,500
Mueller Industries, Inc.		3,900		136,305
Oshkosh Corp.		48,800		4,027,952
SPX Corp.*		52,000		1,525,680
SPX FLOW, Inc.*		5,600		215,936
Toro Co. (The)		5,800		359,948

See Notes to Financial Statements.

16

Description	Shares		Value
COMMON STOCKS (Continued)
Machinery (cont’d.)
Wabash National Corp.		109,200	$	2,491,944
				13,910,698
Media    0.8%
Comcast Corp., (Class A Stock)		83,600		3,216,928
Metals & Mining    2.6%
Alcoa Corp.*		15,100		703,962
Reliance Steel & Aluminum Co.		5,100		388,467
Southern Copper Corp. (Peru)		70,300		2,795,128
Steel Dynamics, Inc.		115,400		3,977,838
Worthington Industries, Inc.		42,600		1,959,600
				9,824,995
Mortgage Real Estate Investment Trusts (REITs)    0.4%
Chimera Investment Corp.		78,500		1,485,220
Western Asset Mortgage Capital Corp.		11,000		115,170
				1,600,390
Multi-Utilities    0.8%
MDU Resources Group, Inc.		112,600		2,921,970
Public Service Enterprise Group, Inc.		6,000		277,500
				3,199,470
Multiline Retail    0.8%
Kohl’s Corp.		25,800		1,177,770
Macy’s, Inc.		94,500		2,061,990
				3,239,760
Oil, Gas & Consumable Fuels    5.7%
Andeavor		39,200		4,043,480
Devon Energy Corp.		96,600		3,546,186
Laredo Petroleum, Inc.*		224,300		2,900,199
Marathon Petroleum Corp.		68,300		3,830,264
Newfield Exploration Co.*		101,700		3,017,439
Valero Energy Corp.		57,100		4,392,703
				21,730,271
Paper & Forest Products    0.1%
KapStone Paper and Packaging Corp.		23,900		513,611
Personal Products    0.0%
Avon Products, Inc. (United Kingdom)*		51,900		120,927

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 17

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Pharmaceuticals    1.4%
Allergan PLC		17,700	$	3,627,615
Mallinckrodt PLC*		50,500		1,887,185
				5,514,800
Professional Services    0.6%
Insperity, Inc.		28,000		2,464,000
Real Estate Management & Development    0.8%
CBRE Group, Inc., (Class A Stock)*		64,700		2,450,836
Marcus & Millichap, Inc.*		8,500		229,415
RMR Group, Inc. (The), (Class A Stock)		8,800		451,880
				3,132,131
Road & Rail     0.1%
Union Pacific Corp.		3,500		405,895
Semiconductors & Semiconductor Equipment    4.4%
Advanced Energy Industries, Inc.*		51,600		4,167,216
Alpha & Omega Semiconductor Ltd.*		17,400		286,926
Amkor Technology, Inc.*		23,300		245,815
Applied Materials, Inc.(u)		105,200		5,479,868
Broadcom Ltd.		1,600		388,064
Brooks Automation, Inc.		29,700		901,692
Entegris, Inc.*		17,200		496,220
MKS Instruments, Inc.		28,800		2,720,160
NVE Corp.		3,400		268,498
Semtech Corp.*		10,000		375,500
Texas Instruments, Inc.		7,000		627,480
Ultra Clean Holdings, Inc.*		29,700		909,414
				16,866,853
Software    7.6%
Activision Blizzard, Inc.(u)		67,100		4,328,621
Adobe Systems, Inc.*(u)		34,100		5,087,038
Aspen Technology, Inc.*		3,700		232,397
Bottomline Technologies de, Inc.*		17,900		569,757
Electronic Arts, Inc.*(u)		42,900		5,064,774
Fortinet, Inc.*		35,200		1,261,568
Intuit, Inc.		30,100		4,278,414
Manhattan Associates, Inc.*		19,500		810,615
Nuance Communications, Inc.*		38,600		606,792
Oracle Corp.(u)		90,800		4,390,180

See Notes to Financial Statements.

18

Description	Shares		Value
COMMON STOCKS (Continued)
Software (cont’d.)
Synopsys, Inc.*		34,300	$	2,762,179
				29,392,335
Specialty Retail    2.2%
Asbury Automotive Group, Inc.*		19,600		1,197,560
Burlington Stores, Inc.*		35,800		3,417,468
Dick’s Sporting Goods, Inc.		10,600		286,306
Francesca’s Holdings Corp.*		30,500		224,480
Gap, Inc. (The)		103,800		3,065,214
Michaels Cos., Inc. (The)*		14,800		317,756
				8,508,784
Technology Hardware, Storage & Peripherals    1.4%
HP, Inc.		50,100		999,996
NCR Corp.*		35,400		1,328,208
Western Digital Corp.		36,400		3,144,960
				5,473,164
Textiles, Apparel & Luxury Goods    0.5%
PVH Corp.		7,300		920,238
Skechers U.S.A., Inc., (Class A Stock)*		22,100		554,489
Wolverine World Wide, Inc.		11,900		343,315
				1,818,042
Thrifts & Mortgage Finance    0.3%
Radian Group, Inc.		64,800		1,211,112
Trading Companies & Distributors    0.5%
Applied Industrial Technologies, Inc.		21,400		1,408,120
BMC Stock Holdings, Inc.*		7,800		166,530
Veritiv Corp.*		7,600		247,000
				1,821,650
Water Utilities    0.1%
SJW Group		9,000		509,400
Wireless Telecommunication Services    0.2%
Telephone & Data Systems, Inc.		17,500		488,075
United States Cellular Corp.*		8,100		286,740
				774,815
TOTAL LONG-TERM INVESTMENTS (cost $305,321,960)				373,756,661

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 19

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description						Shares		Value
SHORT-TERM INVESTMENTS    2.9%
AFFILIATED MUTUAL FUND    2.8%
Prudential Investment Portfolios 2 - Prudential Core Ultra Short Bond Fund (cost $10,923,579)(w)							10,923,579	$	10,923,579
	Interest Rate			Maturity Date		Principal Amount (000)#
U.S. TREASURY OBLIGATIONS(k)(n)    0.1%
U.S. Treasury Bills		0.985	%		12/21/17		200		199,559
U.S. Treasury Bills		0.970	%		12/21/17		50		49,890
U.S. Treasury Bills		1.020	%		12/21/17		150		149,669
TOTAL U.S. TREASURY OBLIGATIONS (cost $399,114)									399,118
TOTAL SHORT-TERM INVESTMENTS (cost $11,322,693)									11,322,697
TOTAL INVESTMENTS, BEFORE SECURITIES SOLD SHORT    100.1% (cost $316,644,653)									385,079,358
						Shares
SECURITIES SOLD SHORT    (57.9)%
COMMON STOCKS
Aerospace & Defense    (0.7)%
Aerovironment, Inc.*							15,800		(855,096	)
Cubic Corp.							7,000		(357,000	)
Mercury Systems, Inc.*							30,100		(1,561,588	)
									(2,773,684	)
Air Freight & Logistics    (0.1)%
Echo Global Logistics, Inc.*							14,300		(269,555	)
Auto Components    (0.3)%
Goodyear Tire & Rubber Co. (The)							34,400		(1,143,800	)
Banks    (0.8)%
Community Bank System, Inc.							7,000		(386,750	)
CVB Financial Corp.							27,200		(657,424	)
First Republic Bank							17,500		(1,828,050	)
Glacier Bancorp, Inc.							6,400		(241,664	)
									(3,113,888	)
Beverages    (0.2)%
MGP Ingredients, Inc.							10,500		(636,615	)

See Notes to Financial Statements.

20

Description	Shares		Value
COMMON STOCKS (Continued)
Biotechnology    (3.6)%
Agios Pharmaceuticals, Inc.*		5,100	$	(340,425	)
Amicus Therapeutics, Inc.*		102,100		(1,539,668	)
Array BioPharma, Inc.*		105,100		(1,292,730	)
Avexis, Inc.*		4,100		(396,593	)
BioCryst Pharmaceuticals, Inc.*		52,300		(274,052	)
Bluebird Bio, Inc.*		21,500		(2,953,025	)
Clovis Oncology, Inc.*		30,800		(2,537,920	)
Ironwood Pharmaceuticals, Inc.*		32,300		(509,371	)
Portola Pharmaceuticals, Inc.*		6,200		(334,986	)
Sarepta Therapeutics, Inc.*		41,700		(1,891,512	)
Spark Therapeutics, Inc.*		20,300		(1,809,948	)
				(13,880,230	)
Capital Markets    (1.2)%
Artisan Partners Asset Management, Inc., (Class A Stock)		4,300		(140,180	)
CBOE Holdings, Inc.		24,100		(2,593,883	)
FactSet Research Systems, Inc.		7,100		(1,278,781	)
Financial Engines, Inc.		3,100		(107,725	)
Interactive Brokers Group, Inc., (Class A Stock)		12,700		(572,008	)
				(4,692,577	)
Chemicals    (2.6)%
Axalta Coating Systems Ltd.*		25,200		(728,784	)
CF Industries Holdings, Inc.		122,100		(4,293,036	)
FMC Corp.		9,000		(803,790	)
International Flavors & Fragrances, Inc.		18,200		(2,600,962	)
Mosaic Co. (The)		14,400		(310,896	)
Sherwin-Williams Co. (The)		3,900		(1,396,356	)
				(10,133,824	)
Commercial Services & Supplies    (1.8)%
Cintas Corp.		11,400		(1,644,792	)
Clean Harbors, Inc.*		8,500		(481,950	)
Covanta Holding Corp.		22,300		(331,155	)
Healthcare Services Group, Inc.		46,100		(2,488,017	)
Mobile Mini, Inc.		28,800		(992,160	)
Team, Inc.*		19,400		(258,990	)
US Ecology, Inc.		10,400		(559,520	)
				(6,756,584	)
Communications Equipment    (2.7)%
CalAmp Corp.*		22,600		(525,450	)

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 21

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Communications Equipment (cont’d.)
Ciena Corp.*		17,400	$	(382,278	)
Finisar Corp.*		21,300		(472,221	)
Infinera Corp.*		90,000		(798,300	)
Lumentum Holdings, Inc.*		28,100		(1,527,235	)
Palo Alto Networks, Inc.*		30,300		(4,366,230	)
ViaSat, Inc.*		34,400		(2,212,608	)
				(10,284,322	)
Construction & Engineering    (0.5)%
Granite Construction, Inc.		25,000		(1,448,750	)
NV5 Global, Inc.*		6,700		(366,155	)
				(1,814,905	)
Construction Materials    (0.1)%
Summit Materials, Inc., (Class A Stock)*		11,600		(371,548	)
Containers & Packaging    (0.8)%
Ball Corp.		79,200		(3,270,960	)
Diversified Consumer Services    0.0%
Adtalem Global Education, Inc.		4,500		(161,325	)
Electric Utilities    (0.4)%
Alliant Energy Corp.		38,300		(1,592,131	)
Electronic Equipment, Instruments & Components    (0.4)%
Fabrinet (Thailand)*		12,800		(474,368	)
Mesa Laboratories, Inc.		2,400		(358,368	)
Universal Display Corp.		5,800		(747,330	)
				(1,580,066	)
Energy Equipment & Services    (0.5)%
Dril-Quip, Inc.*		2,800		(123,620	)
Forum Energy Technologies, Inc.*		28,000		(445,200	)
Patterson-UTI Energy, Inc.		22,200		(464,868	)
U.S. Silica Holdings, Inc.		27,700		(860,639	)
				(1,894,327	)
Equity Real Estate Investment Trusts (REITs)    (4.1)%
CoreSite Realty Corp.		3,000		(335,700	)
CubeSmart		98,100		(2,546,676	)
CyrusOne, Inc.		26,600		(1,567,538	)

See Notes to Financial Statements.

22

Description	Shares		Value
COMMON STOCKS (Continued)
Equity Real Estate Investment Trusts (REITs) (cont’d.)
Digital Realty Trust, Inc.		12,600	$	(1,490,958	)
Education Realty Trust, Inc.		3,600		(129,348	)
Federal Realty Investment Trust		4,300		(534,103	)
Healthcare Realty Trust, Inc.		13,600		(439,824	)
Kilroy Realty Corp.		10,700		(760,984	)
Life Storage, Inc.		29,300		(2,397,033	)
National Retail Properties, Inc.		44,300		(1,845,538	)
Realty Income Corp.		51,100		(2,922,409	)
Regency Centers Corp.		2,500		(155,100	)
Retail Opportunity Investments Corp.		29,100		(553,191	)
				(15,678,402	)
Food & Staples Retailing    (0.2)%
Casey’s General Stores, Inc.		5,600		(612,920	)
Food Products    (0.1)%
B&G Foods, Inc.		10,400		(331,240	)
Health Care Equipment & Supplies    (2.2)%
AxoGen, Inc.*		9,800		(189,630	)
DexCom, Inc.*		54,900		(2,685,983	)
Entellus Medical, Inc.*		16,500		(304,590	)
GenMark Diagnostics, Inc.*		35,600		(342,828	)
ICU Medical, Inc.*		1,100		(204,435	)
Nevro Corp.*		19,200		(1,744,896	)
NuVasive, Inc.*		33,100		(1,835,726	)
Penumbra, Inc.*		7,600		(686,280	)
Quidel Corp.*		13,600		(596,496	)
				(8,590,864	)
Health Care Providers & Services    (1.6)%
BioTelemetry, Inc.*		18,000		(594,000	)
Capital Senior Living Corp.*		19,700		(247,235	)
Cross Country Healthcare, Inc.*		17,900		(254,717	)
Diplomat Pharmacy, Inc.*		34,600		(716,566	)
Envision Healthcare Corp.*		49,500		(2,225,025	)
Patterson Cos., Inc.		8,600		(332,390	)
Premier, Inc., (Class A Stock)*		10,600		(345,242	)
Surgery Partners, Inc.*		24,400		(252,540	)
Tivity Health, Inc.*		25,600		(1,044,480	)
				(6,012,195	)

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 23

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Health Care Technology    (0.2)%
Evolent Health, Inc., (Class A Stock)*		17,900	$	(318,620	)
Vocera Communications, Inc.*		12,700		(398,399	)
				(717,019	)
Hotels, Restaurants & Leisure    (3.2)%
Marriott International, Inc., (Class A Stock)		37,900		(4,178,854	)
Planet Fitness, Inc., (Class A Stock)		35,800		(965,884	)
Red Rock Resorts, Inc., (Class A Stock)		5,600		(129,696	)
Six Flags Entertainment Corp.		55,600		(3,388,264	)
Vail Resorts, Inc.		16,000		(3,649,920	)
				(12,312,618	)
Household Durables    (0.8)%
Garmin Ltd.		7,900		(426,363	)
Installed Building Products, Inc.*		3,300		(213,840	)
Leggett & Platt, Inc.		6,800		(324,564	)
TRI Pointe Group, Inc.*		48,400		(668,404	)
Universal Electronics, Inc.*		8,100		(513,540	)
Whirlpool Corp.		4,900		(903,756	)
				(3,050,467	)
Household Products    (0.1)%
WD-40 Co.		3,700		(414,030	)
Insurance    (0.9)%
Mercury General Corp.		7,000		(396,830	)
RenaissanceRe Holdings Ltd. (Bermuda)		20,400		(2,756,856	)
RLI Corp.		5,500		(315,480	)
				(3,469,166	)
Internet & Direct Marketing Retail    (0.9)%
Liberty Ventures, (Class A Stock)*		58,480		(3,365,524	)
Internet Software & Services    (1.2)%
2U, Inc.*		14,300		(801,372	)
Box, Inc., (Class A Stock)*		68,800		(1,329,216	)
Cornerstone OnDemand, Inc.*		6,500		(263,965	)
GoDaddy, Inc., (Class A Stock)*		35,000		(1,522,850	)
GTT Communications, Inc.*		20,400		(645,660	)
				(4,563,063	)

See Notes to Financial Statements.

24

Description	Shares		Value
COMMON STOCKS (Continued)
IT Services    (3.8)%
Blackhawk Network Holdings, Inc.*		34,800	$	(1,524,240	)
DXC Technology Co.		14,200		(1,219,496	)
Gartner, Inc.*		6,000		(746,460	)
PayPal Holdings, Inc.*		65,000		(4,161,950	)
Square, Inc., (Class A Stock)*		149,300		(4,301,333	)
Vantiv, Inc., (Class A Stock)*		9,600		(676,512	)
WEX, Inc.*		19,500		(2,188,290	)
				(14,818,281	)
Leisure Products    (0.8)%
Mattel, Inc.		186,700		(2,890,116	)
Life Sciences Tools & Services    (0.1)%
Luminex Corp.		12,300		(250,059	)
NanoString Technologies, Inc.*		11,800		(190,688	)
				(440,747	)
Machinery    (2.4)%
Actuant Corp., (Class A Stock)		32,000		(819,200	)
CIRCOR International, Inc.		10,400		(566,072	)
Flowserve Corp.		73,000		(3,109,070	)
John Bean Technologies Corp.		2,400		(242,640	)
Sun Hydraulics Corp.		5,700		(307,800	)
Trinity Industries, Inc.		7,900		(252,010	)
Wabtec Corp.		52,300		(3,961,725	)
				(9,258,517	)
Media    (0.3)%
EW Scripps Co. (The), (Class A Stock)*		11,300		(215,943	)
IMAX Corp.*		42,200		(955,830	)
				(1,171,773	)
Metals & Mining    (0.6)%
AK Steel Holding Corp.*		63,400		(354,406	)
Allegheny Technologies, Inc.*		17,000		(406,300	)
Carpenter Technology Corp.		8,400		(403,452	)
Compass Minerals International, Inc.		15,500		(1,005,950	)
Haynes International, Inc.		6,900		(247,779	)
				(2,417,887	)
Mortgage Real Estate Investment Trusts (REITs)    (0.3)%
Apollo Commercial Real Estate Finance, Inc.		12,100		(219,131	)

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 25

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Mortgage Real Estate Investment Trusts (REITs) (cont’d.)
Hannon Armstrong Sustainable Infrastructure Capital, Inc.		31,700	$	(772,529	)
				(991,660	)
Multi-Utilities    (0.8)%
Black Hills Corp.		13,900		(957,293	)
Consolidated Edison, Inc.		26,400		(2,129,952	)
				(3,087,245	)
Oil, Gas & Consumable Fuels    (2.3)%
Callon Petroleum Co.*		127,400		(1,431,976	)
Energen Corp.*		15,700		(858,476	)
Green Plains, Inc.		6,700		(135,005	)
Occidental Petroleum Corp.		38,700		(2,484,927	)
Parsley Energy, Inc., (Class A Stock)*		33,200		(874,488	)
PDC Energy, Inc.*		39,700		(1,946,491	)
RSP Permian, Inc.*		37,200		(1,286,748	)
				(9,018,111	)
Pharmaceuticals    (0.8)%
Aratana Therapeutics, Inc.*		22,900		(140,377	)
Dermira, Inc.*		6,700		(180,900	)
Impax Laboratories, Inc.*		47,700		(968,310	)
Medicines Co. (The)*		44,400		(1,644,576	)
MyoKardia, Inc.*		3,400		(145,690	)
				(3,079,853	)
Professional Services    (1.9)%
Advisory Board Co. (The)*		5,600		(300,300	)
IHS Markit Ltd.*		76,500		(3,372,120	)
Nielsen Holdings PLC		33,000		(1,367,850	)
Verisk Analytics, Inc.*		7,100		(590,649	)
WageWorks, Inc.*		25,800		(1,566,060	)
				(7,196,979	)
Real Estate Management & Development    (1.1)%
Howard Hughes Corp. (The)*		26,200		(3,089,766	)
Kennedy-Wilson Holdings, Inc.		57,400		(1,064,770	)
				(4,154,536	)
Road & Rail    0.0%
AMERCO		500		(187,450	)

See Notes to Financial Statements.

26

Description	Shares		Value
COMMON STOCKS (Continued)
Semiconductors & Semiconductor Equipment    (1.9)%
Cypress Semiconductor Corp.		52,600	$	(790,052	)
Inphi Corp.*		27,500		(1,091,475	)
Integrated Device Technology, Inc.*		26,700		(709,686	)
MACOM Technology Solutions Holdings, Inc.*		41,700		(1,860,237	)
MaxLinear, Inc.*		43,300		(1,028,375	)
NeoPhotonics Corp.*		27,300		(151,788	)
PDF Solutions, Inc.*		21,000		(325,290	)
Veeco Instruments, Inc.*		31,500		(674,100	)
Xperi Corp.		32,200		(814,660	)
				(7,445,663	)
Software    (5.1)%
Blackbaud, Inc.		4,100		(359,980	)
Blackline, Inc.*		34,100		(1,163,492	)
BroadSoft, Inc.*		9,300		(467,790	)
Guidewire Software, Inc.*		3,300		(256,938	)
Proofpoint, Inc.*		26,400		(2,302,608	)
PROS Holdings, Inc.*		13,200		(318,516	)
ServiceNow, Inc.*		29,100		(3,420,123	)
Splunk, Inc.*		57,300		(3,806,439	)
Ultimate Software Group, Inc. (The)*		13,100		(2,483,760	)
Workday, Inc., (Class A Stock)*		43,700		(4,605,543	)
Zendesk, Inc.*		18,000		(523,980	)
				(19,709,169	)
Specialty Retail    (1.6)%
Advance Auto Parts, Inc.		3,600		(357,120	)
AutoZone, Inc.*		1,800		(1,071,198	)
Monro, Inc.		18,100		(1,014,505	)
O’Reilly Automotive, Inc.*		16,900		(3,639,753	)
				(6,082,576	)
Technology Hardware, Storage & Peripherals    (0.5)%
Diebold Nixdorf, Inc.		45,100		(1,030,535	)
Electronics For Imaging, Inc.*		24,700		(1,054,196	)
				(2,084,731	)
Textiles, Apparel & Luxury Goods    (0.9)%
Hanesbrands, Inc.		134,400		(3,311,616	)
Trading Companies & Distributors    (0.5)%
Air Lease Corp.		28,200		(1,201,884	)

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 27

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Trading Companies & Distributors (cont’d.)
SiteOne Landscape Supply, Inc.*		15,100	$	(877,310	)
				(2,079,194	)
TOTAL SECURITIES SOLD SHORT (proceeds received $205,188,371)				(222,913,953	)
TOTAL INVESTMENTS, NET OF SECURITIES SOLD SHORT    42.1% (cost $111,456,282)				162,165,405
Other assets in excess of liabilities(z)    57.9%				222,633,283
NET ASSETS    100.0%			$	384,798,688

The following abbreviations are used in the semiannual report:

LIBOR—London Interbank Offered Rate

REITs—Real Estate Investment Trusts

* Non-income producing security.

(k) Represents security, or a portion thereof, segregated as collateral for centrally cleared/exchange-traded derivatives.

(n) Rates shown reflects yield to maturity at purchase date.

(u) Represents security, or a portion thereof, segregated as collateral for short sales.

(w) PGIM Investments LLC, the manager of the Fund, also serves as manager of the Prudential Investment Portfolios 2 - Prudential Core Ultra Short Bond Fund.

(z) Includes net unrealized appreciation (depreciation) on the following derivative contracts held at reporting period end:

Futures contracts outstanding at September 30, 2017:

Number of Contracts		Type	Expiration Date		Value at Trade Date		Current Notional Amount		Value/ Unrealized Appreciation (Depreciation)
		Long Position:
	74	S&P 500 E-Mini Index		Dec. 2017	$	9,182,030	$	9,309,570	$	127,540

Securities with a market value of $399,118 have been segregated with Goldman Sachs & Co. to cover requirements for open futures contracts at September 30, 2017.

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.

See Notes to Financial Statements.

28

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 September 30, 2017 in valuing such portfolio securities:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks
Aerospace & Defense	$	12,402,152	$	—	$	—
Air Freight & Logistics		2,797,192		—		—
Auto Components		2,878,526		—		—
Banks		13,419,875		—		—
Beverages		5,816,079		—		—
Biotechnology		18,080,206		—		—
Building Products		4,971,276		—		—
Capital Markets		2,107,576		—		—
Chemicals		5,700,534		—		—
Commercial Services & Supplies		1,302,900		—		—
Communications Equipment		8,630,579		—		—
Construction & Engineering		5,189,662		—		—
Construction Materials		970,970		—		—
Consumer Finance		1,074,402		—		—
Containers & Packaging		5,441,181		—		—
Distributors		1,547,570		—		—
Diversified Consumer Services		454,100		—		—
Diversified Telecommunication Services		3,447,205		—		—
Electric Utilities		2,349,105		—		—
Electronic Equipment, Instruments & Components		10,310,363		—		—
Energy Equipment & Services		512,396		—		—
Equity Real Estate Investment Trusts (REITs)		14,038,503		—		—
Food & Staples Retailing		100,230		—		—
Food Products		10,066,406		—		—
Gas Utilities		6,333,332		—		—
Health Care Equipment & Supplies		17,078,042		—		—
Health Care Providers & Services		14,015,122		—		—
Health Care Technology		4,892,552		—		—
Hotels, Restaurants & Leisure		7,590,254		—		—
Household Durables		10,844,857		—		—
Independent Power & Renewable Electricity Producers		1,620,106		—		—
Insurance		6,313,327		—		—
Internet & Direct Marketing Retail		5,795,238		—		—
Internet Software & Services		15,407,952		—		—
IT Services		13,135,199		—		—
Life Sciences Tools & Services		1,871,661		—		—

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 29

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

	Level 1			Level 2		Level 3
Investments in Securities (continued)
Common Stocks (continued)
Machinery	$	13,910,698		$	—	$	—
Media		3,216,928			—		—
Metals & Mining		9,824,995			—		—
Mortgage Real Estate Investment Trusts (REITs)		1,600,390			—		—
Multi-Utilities		3,199,470			—		—
Multiline Retail		3,239,760			—		—
Oil, Gas & Consumable Fuels		21,730,271			—		—
Paper & Forest Products		513,611			—		—
Personal Products		120,927			—		—
Pharmaceuticals		5,514,800			—		—
Professional Services		2,464,000			—		—
Real Estate Management & Development		3,132,131			—		—
Road & Rail		405,895			—		—
Semiconductors & Semiconductor Equipment		16,866,853			—		—
Software		29,392,335			—		—
Specialty Retail		8,508,784			—		—
Technology Hardware, Storage & Peripherals		5,473,164			—		—
Textiles, Apparel & Luxury Goods		1,818,042			—		—
Thrifts & Mortgage Finance		1,211,112			—		—
Trading Companies & Distributors		1,821,650			—		—
Water Utilities		509,400			—		—
Wireless Telecommunication Services		774,815			—		—
Affiliated Mutual Fund		10,923,579			—		—
U.S. Treasury Obligations		—			399,118		—
Common Stocks-Short
Aerospace & Defense		(2,773,684	)		—		—
Air Freight & Logistics		(269,555	)		—		—
Auto Components		(1,143,800	)		—		—
Banks		(3,113,888	)		—		—
Beverages		(636,615	)		—		—
Biotechnology		(13,880,230	)		—		—
Capital Markets		(4,692,577	)		—		—
Chemicals		(10,133,824	)		—		—
Commercial Services & Supplies		(6,756,584	)		—		—
Communications Equipment		(10,284,322	)		—		—
Construction & Engineering		(1,814,905	)		—		—
Construction Materials		(371,548	)		—		—
Containers & Packaging		(3,270,960	)		—		—
Diversified Consumer Services		(161,325	)		—		—
Electric Utilities		(1,592,131	)		—		—
Electronic Equipment, Instruments & Components		(1,580,066	)		—		—
Energy Equipment & Services		(1,894,327	)		—		—
Equity Real Estate Investment Trusts (REITs)		(15,678,402	)		—		—

See Notes to Financial Statements.

30

	Level 1			Level 2		Level 3
Investments in Securities (continued)
Common Stocks-Short (continued)
Food & Staples Retailing	$	(612,920	)	$	—	$	—
Food Products		(331,240	)		—		—
Health Care Equipment & Supplies		(8,590,864	)		—		—
Health Care Providers & Services		(6,012,195	)		—		—
Health Care Technology		(717,019	)		—		—
Hotels, Restaurants & Leisure		(12,312,618	)		—		—
Household Durables		(3,050,467	)		—		—
Household Products		(414,030	)		—		—
Insurance		(3,469,166	)		—		—
Internet & Direct Marketing Retail		(3,365,524	)		—		—
Internet Software & Services		(4,563,063	)		—		—
IT Services		(14,818,281	)		—		—
Leisure Products		(2,890,116	)		—		—
Life Sciences Tools & Services		(440,747	)		—		—
Machinery		(9,258,517	)		—		—
Media		(1,171,773	)		—		—
Metals & Mining		(2,417,887	)		—		—
Mortgage Real Estate Investment Trusts (REITs)		(991,660	)		—		—
Multi-Utilities		(3,087,245	)		—		—
Oil, Gas & Consumable Fuels		(9,018,111	)		—		—
Pharmaceuticals		(3,079,853	)		—		—
Professional Services		(7,196,979	)		—		—
Real Estate Management & Development		(4,154,536	)		—		—
Road & Rail		(187,450	)		—		—
Semiconductors & Semiconductor Equipment		(7,445,663	)		—		—
Software		(19,709,169	)		—		—
Specialty Retail		(6,082,576	)		—		—
Technology Hardware, Storage & Peripherals		(2,084,731	)		—		—
Textiles, Apparel & Luxury Goods		(3,311,616	)		—		—
Trading Companies & Distributors		(2,079,194	)		—		—
Other Financial Instruments*
Futures Contracts		127,540			—		—
Total	$	161,893,827		$	399,118	$	—

* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and centrally cleared swap contracts, which are recorded at the unrealized appreciation (depreciation) on the instrument, and OTC swap contracts which are recorded at fair value.

During the period, there were no transfers between Level 1, Level 2 and Level 3 to report.

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 31

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Industry Classification:

The industry classification of investments and other assets in excess of liabilities shown as a percentage of net assets as of September 30, 2017 were as follows:

Software	7.6	%
Oil, Gas & Consumable Fuels	5.7
Biotechnology	4.7
Health Care Equipment & Supplies	4.4
Semiconductors & Semiconductor Equipment	4.4
Internet Software & Services	4.0
Equity Real Estate Investment Trusts (REITs)	3.7
Health Care Providers & Services	3.7
Machinery	3.6
Banks	3.5
IT Services	3.4
Aerospace & Defense	3.2
Affiliated Mutual Fund	2.8
Household Durables	2.8
Electronic Equipment, Instruments & Components	2.7
Food Products	2.6
Metals & Mining	2.6
Communications Equipment	2.3
Specialty Retail	2.2
Hotels, Restaurants & Leisure	2.0
Gas Utilities	1.7
Insurance	1.6
Beverages	1.5
Internet & Direct Marketing Retail	1.5
Chemicals	1.5
Pharmaceuticals	1.4
Technology Hardware, Storage & Peripherals	1.4
Containers & Packaging	1.4
Construction & Engineering	1.4
Building Products	1.3
Health Care Technology	1.3
Diversified Telecommunication Services	0.9
Multiline Retail	0.8
Media	0.8
Multi-Utilities	0.8
Real Estate Management & Development	0.8
Auto Components	0.8
Air Freight & Logistics	0.7
Professional Services	0.6
Electric Utilities	0.6
Capital Markets	0.6
Life Sciences Tools & Services	0.5
Trading Companies & Distributors	0.5
Textiles, Apparel & Luxury Goods	0.5
Independent Power & Renewable Electricity Producers	0.4
Mortgage Real Estate Investment Trusts (REITs)	0.4
Distributors	0.4
Commercial Services & Supplies	0.3
Thrifts & Mortgage Finance	0.3
Consumer Finance	0.3
Construction Materials	0.3
Wireless Telecommunication Services	0.2
Paper & Forest Products	0.1
Energy Equipment & Services	0.1
Water Utilities	0.1
Diversified Consumer Services	0.1
Road & Rail	0.1
U.S. Treasury Obligations	0.1
Personal Products	0.0	*
Food & Staples Retailing	0.0	*
Diversified Consumer Services	0.0	*
Road & Rail	0.0	*
Air Freight & Logistics	(0.1	)
Food Products	(0.1	)
Construction Materials	(0.1	)
Household Products	(0.1	)
Life Sciences Tools & Services	(0.1	)
Food & Staples Retailing	(0.2	)
Beverages	(0.2	)
Health Care Technology	(0.2	)
Mortgage Real Estate Investment Trusts (REITs)	(0.3	)
Auto Components	(0.3	)
Media	(0.3	)
Electronic Equipment, Instruments & Components	(0.4	)
Electric Utilities	(0.4	)
Construction & Engineering	(0.5	)
Energy Equipment & Services	(0.5	)
Trading Companies & Distributors	(0.5	)
Technology Hardware, Storage & Peripherals	(0.5	)
Metals & Mining	(0.6	)
Aerospace & Defense	(0.7	)
Leisure Products	(0.8	)
Household Durables	(0.8	)
Pharmaceuticals	(0.8	)
Multi-Utilities	(0.8	)
Banks	(0.8	)
Containers & Packaging	(0.8	)
Textiles, Apparel & Luxury Goods	(0.9	)
Internet & Direct Marketing Retail	(0.9	)
Insurance	(0.9	)
Real Estate Management & Development	(1.1	)

See Notes to Financial Statements.

32

Industry (cont’d.)
Internet Software & Services	(1.2	)
Capital Markets	(1.2	)
Health Care Providers & Services	(1.6	)
Specialty Retail	(1.6	)
Commercial Services & Supplies	(1.8	)
Professional Services	(1.9	)
Semiconductors & Semiconductor Equipment	(1.9	)
Health Care Equipment & Supplies	(2.2	)
Oil, Gas & Consumable Fuels	(2.3	)
Machinery	(2.4	)
Chemicals	(2.6	)

Communications Equipment	(2.7	)
Hotels, Restaurants & Leisure	(3.2	)
Biotechnology	(3.6	)
IT Services	(3.8	)
Equity Real Estate Investment Trusts (REITs)	(4.1	)
Software	(5.1	)
	42.1
Other assets in excess of liabilities	57.9
	100.0	%

* Less than +/- 0.05%

Effects of Derivative Instruments on the Financial Statements and Primary Underlying Risk Exposure:

The Fund invested in derivative instruments during the reporting period. The primary type of risk associated with these derivative instruments is equity contracts risk. The effect of such derivative instruments on the Fund’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative instruments as of September 30, 2017 as presented in the Statement of Assets and Liabilities:

Derivatives not accounted for as hedging instruments, carried at fair value	Asset Derivatives				Liability Derivatives
	Balance Sheet Location	Fair Value			Balance Sheet Location	Fair Value
Equity contracts	Due from/to broker—variation margin futures	$	127,540	*	—	$	—

* Includes cumulative appreciation (depreciation) as reported in the schedule of open futures and centrally cleared swap contracts. Only unsettled variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

The effects of derivative instruments on the Statement of Operations for the six months ended September 30, 2017 are as follows:

Amount of Realized Gain (Loss) on Derivatives Recognized in Income
Derivatives not accounted for as hedging instruments, carried at fair value	Futures
Equity contracts	$	28,817

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 33

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Derivatives not accounted for as hedging instruments, carried at fair value	Futures
Equity contracts	$	127,540

For the six months ended September 30, 2017, the average volume of derivative activities are as follows:

Futures
Contracts—
Long
Positions(1)

$3,951,090

(1) Value at Trade Date.

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 instruments/transactions assets and liabilities:

Description	Counterparty	Gross Market Value of Recognized Assets/(Liabilities)			Collateral Pledged/(Received)(1)		Net Amount
Securities Sold Short	Barclays Capital Group	$	(222,913,953	)	$	222,913,953	$	—

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

See Notes to Financial Statements.

34

This Page Intentionally Left Blank

Statement of Assets & Liabilities (unaudited)

as of September 30, 2017

Assets
Investments at value:
Unaffiliated investments (cost $305,721,074)	$	374,155,779
Affiliated investments (cost $10,923,579)		10,923,579
Cash		35,490
Deposit with Broker for securities sold short		221,949,676
Receivable for Fund shares sold		1,736,369
Dividends receivable		565,617
Due from broker—variation margin futures		31,080
Prepaid expenses		3,468
Total assets		609,401,058
Liabilities
Securities sold short, at value (proceeds received $205,188,371)		222,913,953
Payable for Fund shares reacquired		976,751
Management fee payable		325,715
Dividends payable on securities sold short		263,319
Accrued expenses and other liabilities		78,298
Distribution fee payable		34,679
Affiliated transfer agent fee payable		9,655
Total liabilities		224,602,370
Net Assets	$	384,798,688
Net assets were comprised of:
Shares of beneficial interest, at par	$	30,992
Paid-in capital in excess of par		347,828,714
		347,859,706
Accumulated net investment loss		(1,434,764	)
Accumulated net realized loss on investment transactions		(12,462,917	)
Net unrealized appreciation on investments		50,836,663
Net assets, September 30, 2017	$	384,798,688

See Notes to Financial Statements.

36

Class A
Net asset value and redemption price per share, ($38,613,468 ÷ 3,124,895 shares of beneficial interest issued and outstanding)	$	12.36
Maximum sales charge (5.50% of offering price)		0.72
Maximum offering price to public	$	13.08
Class C
Net asset value, offering price and redemption price per share, ($33,904,670 ÷ 2,814,398 shares of beneficial interest issued and outstanding)	$	12.05
Class Q
Net asset value, offering price and redemption price per share, ($15,897,020 ÷ 1,275,471 shares of beneficial interest issued and outstanding)	$	12.46
Class Z
Net asset value, offering price and redemption price per share, ($296,383,530 ÷ 23,776,924 shares of beneficial interest issued and outstanding)	$	12.47

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 37

Statement of Operations (unaudited)

Six Months Ended September 30, 2017

Net Investment Income (Loss)
Income
Unaffiliated dividend income	$	2,376,536
Interest income		877,330
Affiliated dividend income		33,688
Total income		3,287,554
Expenses
Management fee		2,053,578
Distribution fee—Class A		51,537
Distribution fee—Class C		164,165
Dividend expense on short sales		1,726,612
Transfer agent’s fees and expenses (including affiliated expense of $31,000)		165,000
Custodian and accounting fees		39,000
Registration fees		38,000
Shareholders’ reports		19,000
Audit fee		16,000
Legal fees and expenses		10,000
Trustees’ fees		7,000
Miscellaneous		9,799
Total expenses		4,299,691
Less: Management fee waiver and/or expense reimbursement		(125,226	)
Distribution fee waiver—Class A		(8,590	)
Net expenses		4,165,875
Net investment income (loss)		(878,321	)
Realized And Unrealized Gain (Loss) On Investments
Net realized gain (loss) on:
Investment transactions		10,180,681
Futures transactions		28,817
Short sales transactions		(13,346,096	)
		(3,136,598	)
Net change in unrealized appreciation (depreciation) on:
Investments		19,594,064
Futures		127,540
Short sales		(682,045	)
		19,039,559
Net gain (loss) on investment transactions		15,902,961
Net Increase (Decrease) In Net Assets Resulting From Operations	$	15,024,640

See Notes to Financial Statements.

38

Statement of Changes in Net Assets (unaudited)

	Six Months Ended September 30, 2017			Year Ended March 31, 2017
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$	(878,321	)	$	(1,407,964	)
Net realized gain (loss) on investment transactions		(3,136,598	)		(9,258,682	)
Net change in unrealized appreciation (depreciation) on investments		19,039,559			28,964,056
Net increase (decrease) in net assets resulting from operations		15,024,640			18,297,410
Distributions from net realized gains
Class A		—			(1,182,158	)
Class C		—			(505,840	)
Class Z		—			(3,297,761	)
		—			(4,985,759	)
Fund share transactions (Net of share conversions)
Net proceeds from shares sold		92,731,190			250,036,034
Net asset value of shares issued in reinvestment of dividends and distributions		—			4,818,740
Cost of shares reacquired		(63,982,658	)		(196,509,743	)
Net increase (decrease) in net assets from Fund share transactions		28,748,532			58,345,031
Total increase (decrease)		43,773,172			71,656,682
Net Assets:
Beginning of period		341,025,516			269,368,834
End of period	$	384,798,688		$	341,025,516

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 39

Notes to Financial Statements(unaudited)

Prudential Investment Portfolios 12 (the “Trust”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The Trust was established as a Delaware business trust on October 24, 1997. The Trust currently consists of the following five series: Prudential Global Real Estate Fund, Prudential US Real Estate Fund, Prudential QMA Long-Short Equity Fund, Prudential QMA Large-Cap Core Equity PLUS Fund and Prudential Short Duration Muni High Income Fund. These financial statements relate only to Prudential QMA Long-Short Equity Fund (the “Fund”). The Fund is a diversified series of the Trust. The financial statements of the other series of the Trust are not presented herein.

The investment objective of the Fund is long-term capital appreciation.

1. Accounting Policies

The Fund follows investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification 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 Board of Trustees (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”). Under the current valuation procedures, the Valuation Committee is responsible for supervising the 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.

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 Investments.

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

40

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. 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 investment adviser 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.

Restricted and Illiquid Securities: Subject to guidelines adopted by the Board, the Fund may invest up to 15% of its net assets in illiquid securities, including those which are restricted as to disposition under securities law (“restricted securities”). Restricted securities are valued pursuant to the valuation procedures noted above. Illiquid securities are those that, because of the absence of a readily available market or due to legal or

Prudential QMA Long-Short Equity Fund 41

Notes to Financial Statements (unaudited) (continued)

contractual restrictions on resale, cannot be sold within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the investment. Therefore, the Fund may find it difficult to sell illiquid securities at the time considered most advantageous by its Subadviser and may incur expenses that would not be incurred in the sale of securities that were freely marketable. Certain securities that would otherwise be considered illiquid 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. These Rule 144A securities, as well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act, may be deemed liquid by the Fund’s Subadviser under the guidelines adopted by the Trustees of the Fund. However, the liquidity of the Fund’s investments in Rule 144A 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.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from the disposition of holdings of foreign currencies, forward currency contracts, currency gains (losses) realized between the trade and settlement dates on securities 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) from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates are reflected as a component of net unrealized appreciation (depreciation) on foreign currencies.

42

Financial Futures Contracts: A financial futures contract is an agreement to purchase (long) or sell (short) an agreed amount of securities at a set price for delivery on a future date. Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount. This amount is known as the “initial margin.” Subsequent payments, known as “variation margin,” are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying security. Such variation margin is recorded for financial statement purposes on a daily basis as unrealized gain (loss). When the contract expires or is closed, the gain (loss) is realized and is presented in the Statement of Operations as net realized gain (loss) on futures transactions.

The Fund invested in financial futures contracts in order to hedge its existing portfolio securities, or securities the Fund intends to purchase, against fluctuations in value caused by changes in value of equities. The use of futures transactions involves the risk of imperfect correlation in movements in the price of futures contracts and the underlying hedged assets. Since futures contracts are exchange-traded, there is minimal counterparty credit risk to the Fund since the exchanges’ clearinghouse acts as counterparty to all exchange-traded futures and guarantees the futures contracts against default.

Short Sales: The Fund may sell a security it does not own in anticipation of a decline in the market value of that security (short sale). When the Fund makes a short sale, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the transaction. The Fund may have to pay a fee to borrow the particular security and may be obligated to return any interest or dividends received on such borrowed securities. Dividends declared on open short positions are recorded on the ex-date and the interest payable is accrued daily on fixed income securities sold short, both of which are recorded as an expense. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in magnitude, will be recognized upon the termination of a short sale if the market price at termination is less than or greater than, respectively, the proceeds originally received.

Short sales and financial futures contracts involve elements of both market and credit risk in excess of the amounts reflected on the Statement of Assets and Liabilities. Such risks may be mitigated by engaging in master netting arrangements.

Master Netting Arrangements: 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 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,

Prudential QMA Long-Short Equity Fund 43

Notes to Financial Statements (unaudited) (continued)

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.

Equity and Mortgage Real Estate Investment Trusts (REITs): The Fund invests 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.

Concentration of Risk for REITs: Real estate securities are subject to the same 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 prepayments 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 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 REITs, while mortgage REITs may be affected by the quality of any credit extended. 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. REITs may be more volatile and/or more illiquid than other types of equity securities. REITs (especially mortgage REITs) are subject to interest rate risks. REITs may incur significant amounts of leverage. The Fund will indirectly bear a portion of the expenses, including management fees, paid by each REIT in which it invests, in addition to the expenses of the Fund.

Concentration of Risk: Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin as a result of, among other factors, the possibility of political or economic instability or the level of governmental supervision and regulation of foreign securities markets.

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains (losses) from investment and currency transactions are

44

calculated on the specific identification method. Dividend income is recorded on the ex-date. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis. 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 distribution fees which are charged directly to the respective class and transfer agency fees specific to Class Q shares which are charged to that share class) 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.

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.

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 amongst undistributed net investment income, accumulated net realized gain (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 Trust, on behalf of the Fund, has a management agreement with PGIM Investments. Pursuant to this agreement, PGIM Investments has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. PGIM Investments has entered into a subadvisory agreement with Quantitative Management Associates, LLC (“QMA”). 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. PGIM Investments 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 PGIM Investments is accrued daily and payable monthly at an annual rate of 1.15% on average daily net assets up to and including $5 billion and 1.13%

Prudential QMA Long-Short Equity Fund 45

Notes to Financial Statements (unaudited) (continued)

on the average daily net assets in excess of $5 billion. The management fee rate before any waivers and/or expense reimbursements was 1.15% for the six months ended September 30, 2017. The effective management fee rate, net of waivers and/or expense reimbursement, was 1.08%.

PGIM Investments has contractually agreed through July 31, 2018 to limit the net annual operating expenses (exclusive of distribution and service (12b-1) fees, taxes (such as income and foreign withholdings taxes, stamp duty and deferred tax expenses), interest, underlying funds, brokerage, extraordinary and certain other expenses such as dividend, broker charges and interest expense on short sales) of each class of shares of the Fund to 1.25% of the Fund’s average daily net assets. Expenses waived/reimbursed by the Manager in accordance with this agreement 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 Trust, 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 C, Class Q and Class Z shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A and Class C 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 Q or Class Z shares of the Fund.

Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to .30% and 1% of the average daily net assets of the Class A and C shares, respectively. PIMS has contractually agreed through July 31, 2018 to limit such fees to .25% of the average daily net assets of the Class A shares.

PIMS has advised the Fund that it has received $47,734 in front-end sales charges resulting from sales of Class A shares during the six months ended September 30, 2017. From these fees, PIMS paid such sales charges to affiliated broker-dealers, which in turn paid commissions to sales persons and incurred other distribution costs.

PIMS has advised the Fund that for the six months ended September 30, 2017, it received $3,515 in contingent deferred sales charges imposed upon redemptions by certain Class C shareholders, respectively.

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

46

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 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 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. Such transactions are subject to ratification by the Board. For the reporting period ended September 30, 2017 no such transactions were entered into by the Fund.

The Fund may invest its overnight sweep cash in the Prudential Core Ultra Short Bond Fund (the “Core Fund”), a series of Prudential Investment Portfolios 2, registered under the 1940 Act and managed by PGIM Investments. Earnings from the Core Fund are disclosed on the Statement of Operations as “Affiliated dividend income”.

4. Portfolio Securities

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Treasury securities) for the six months ended September 30, 2017, were $266,105,787 and $232,570,722, respectively.

5. Tax Information

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of September 30, 2017 were as follows:

Tax Basis	$	111,678,512
Gross Unrealized Appreciation		89,606,177
Gross Unrealized Depreciation		(38,991,744	)
Net Unrealized Appreciation	$	50,614,433

The difference between book basis and tax basis is primarily attributable to wash sales and other book to tax differences.

For federal income tax purposes, the Fund had for the period ending March 31, 2017 a capital loss carryforward of approximately $6,185,000 which can be carried forward for an unlimited period. No future capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such losses.

The Fund elected to treat post-October capital losses of approximately $2,934,000 and late-year ordinary losses of approximately $554,000 as having been incurred in the following fiscal year (March 31, 2018).

Prudential QMA Long-Short Equity Fund 47

Notes to Financial Statements (unaudited) (continued)

Management 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. The Fund’s federal, state and local income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

6. Capital

The Fund offers Class A, Class C, Class Q and Class Z 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. Class C shares are sold with a CDSC of 1% on sales made within 12 months of purchase. A special exchange privilege is also available for shareholders who qualify to purchase Class A shares at net asset value. Class Q and Class Z shares are not subject to any sales or redemption charge and are offered 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 beneficial interest.

The Trust has authorized an unlimited number of shares of beneficial interest at $.001 par value per share.

At reporting period end, five shareholders of record held 70% of the Fund’s outstanding shares on behalf of multiple beneficial owners.

48

Transactions in shares of beneficial interest were as follows:

Class A	Shares			Amount
Six months ended September 30, 2017:
Shares sold		633,694		$	7,662,112
Shares reacquired		(249,297	)		(2,994,194	)
Net increase (decrease) in shares outstanding before conversion		384,397			4,667,918
Shares issued upon conversion from other share class(es)		3,021			36,459
Shares reacquired upon conversion into other share class(es)		(92,762	)		(1,116,799	)
Net increase (decrease) in shares outstanding		294,656		$	3,587,578
Year ended March 31, 2017:
Shares sold		4,237,336		$	48,395,427
Shares issued in reinvestment of dividends and distributions		90,732			1,064,284
Shares reacquired		(5,151,643	)		(58,274,301	)
Net increase (decrease) in shares outstanding before conversion		(823,575	)		(8,814,590	)
Shares issued upon conversion from other share class(es)		9,869			116,906
Shares reacquired upon conversion into other share class(es)		(3,720,431	)		(42,965,310	)
Net increase (decrease) in shares outstanding		(4,534,137	)	$	(51,662,994	)
Class C
Six months ended September 30, 2017:
Shares sold		407,331		$	4,788,125
Shares reacquired		(408,218	)		(4,782,537	)
Net increase (decrease) in shares outstanding before conversion		(887	)		5,588
Shares reacquired upon conversion into other share class(es)		(8,082	)		(94,572	)
Net increase (decrease) in shares outstanding		(8,969	)	$	(88,984	)
Year ended March 31, 2017:
Shares sold		1,316,213		$	14,777,584
Shares issued in reinvestment of dividends and distributions		43,280			498,149
Shares reacquired		(494,708	)		(5,573,358	)
Net increase (decrease) in shares outstanding before conversion		864,785			9,702,375
Shares reacquired upon conversion into other share class(es)		(20,929	)		(238,054	)
Net increase (decrease) in shares outstanding		843,856		$	9,464,321
Class Q
Period ended September 30, 2017*:
Shares sold		24,656		$	301,067
Shares reacquired		(40,632	)		(498,192	)
Net increase (decrease) in shares outstanding before conversion		(15,976	)		(197,125	)
Shares issued upon conversion from other share class(es)		1,291,447			15,471,535
Net increase (decrease) in shares outstanding		1,275,471		$	15,274,410

Prudential QMA Long-Short Equity Fund 49

Notes to Financial Statements (unaudited) (continued)

Class Z	Shares			Amount
Six months ended September 30, 2017:
Shares sold		6,603,232		$	79,979,886
Shares reacquired		(4,608,892	)		(55,707,735	)
Net increase (decrease) in shares outstanding before conversion		1,994,340			24,272,151
Shares issued upon conversion from other share class(es)		99,316			1,204,831
Shares reacquired upon conversion into other share class(es)		(1,293,908	)		(15,501,454	)
Net increase (decrease) in shares outstanding		799,748		$	9,975,528
Year ended March 31, 2017:
Shares sold		16,198,292		$	186,863,023
Shares issued in reinvestment of dividends and distributions		275,724			3,256,307
Shares reacquired†		(11,543,219	)		(132,662,084	)
Net increase (decrease) in shares outstanding before conversion		4,930,797			57,457,246
Shares issued upon conversion from other share class(es)		3,706,245			43,088,895
Shares reacquired upon conversion into other share class(es)		(207	)		(2,437	)
Net increase (decrease) in shares outstanding		8,636,835		$	100,543,704

* Commencement of offering was May 25, 2017.

† Includes affiliated redemption of 2,022,766 shares with a value of $23,066,338.

7. Borrowings

The Trust, 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 SCA provides for a commitment of $900 million for the period October 6, 2016 through October 5, 2017. The Funds pay an annualized commitment fee of .15% of the unused portion of the SCA. The Fund’s portion of the commitment fee for the unused amount, allocated based upon a method approved by the Board, is accrued daily and paid quarterly.

Subsequent to the reporting period end, the SCA has been renewed effective October 5, 2017 and will continue to provide a commitment of $900 million through October 4, 2018. The commitment fee paid by the Funds will continue to be .15% of the unused portion of the SCA. The interest on borrowings under the SCAs is paid monthly and at a per annum interest rate based upon a contractual spread plus the higher of (1) the effective federal funds rate, (2) the 1-month LIBOR rate or (3) zero percent.

Other 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

50

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 reporting period ended September 30, 2017.

8. Recent Accounting Pronouncements and Reporting Updates

In October 2016, the the Securities and Exchange Commission (“SEC”) adopted new forms, rules and rule amendments intended to modernize and enhance the reporting and disclosure of information by registered investment companies and to improve the quality of information that registered investment companies provide to investors. Among the new reporting and disclosure requirements, the SEC would require registered investment companies to establish a liquidity risk management program and to file a new monthly Form N-PORT that provides more detailed information about fund holdings and their liquidity. In addition, the SEC is adopting new Form N-CEN which will require registered investment companies to annually report certain census-type information. The compliance dates are generally June 1, 2018 and December 1, 2018. Management is currently evaluating the impact to the funds.

9. Other

At the Trust’s Board meeting in March 2017, the Board approved a change in the methodology of allocating certain expenses, such as Transfer Agent fees (including sub-transfer agent and networking fees) and Blue Sky fees. PGIM Investments will implement the changes effective January 1, 2018.

Prudential QMA Long-Short Equity Fund 51

Financial Highlights (unaudited)

Class A Shares
	Six Months Ended September 30,			Year Ended March 31,						May 29, 2014(b) through March 31,
	2017			2017			2016			2015
Per Share Operating Performance(c):
Net Asset Value, Beginning of Period		$11.86			$11.35			$11.00			$10.00
Income (loss) from investment operations:
Net investment income (loss)		(.04	)		(.07	)		(.01	)		(.05	)
Net realized and unrealized gain (loss) on investments		.54			.77			.41			1.12
Total from investment operations		.50			.70			.40			1.07
Less Distributions:
Distributions from net realized gains		-			(.19	)		(.05	)		(.07	)
Net asset value, end of period		$12.36			$11.86			$11.35			$11.00
Total Return(a):		4.22%			6.17%			3.67%			10.73%
Ratios/Supplemental Data:
Net assets, end of period (000)		$38,613			$33,579			$83,612			$306
Average net assets (000)		$34,264			$69,722			$28,971			$93
Ratios to average net assets(d):
Expenses after waivers and/or expense reimbursement(g)		2.47%	(e)		2.30%			2.45%			2.41%	(e)
Expenses before waivers and/or expense reimbursement(g)		2.59%	(e)		2.44%			2.64%			3.61%	(e)
Net investment income (loss)		(.63)%	(e)		(.59)%			(.07)%			(.61)%	(e)
Portfolio turnover rate		39%	(f)		83%			160%			131%	(f)

(a) Total return does not consider the effect of sales load. 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.

(b) Commencement of operations.

(c) Calculated based on the average shares outstanding during the period.

(d) Does not include expenses of the underlying portfolios in which the Fund invests.

(e) Annualized.

(f) Not annualized.

(g) The expense ratio includes dividend expense and broker fees and expenses on short sales of .97%, .72%, .70% and .63%, respectively for the six months ended September 30, 2017, for the years ended March 31, 2017, March 31, 2016 and the period ended March 31, 2015, respectively.

See Notes to Financial Statements.

52

Class C Shares
	Six Months Ended September 30,			Year Ended March 31,						May 29, 2014(b) through March 31,
	2017			2017			2016			2015
Per Share Operating Performance(c):
Net Asset Value, Beginning of Period		$11.61			$11.20			$10.93			$10.00
Income (loss) from investment operations:
Net investment income (loss)		(.08	)		(.15	)		(.08	)		(.12	)
Net realized and unrealized gain (loss) on investments		.52			.75			.40			1.12
Total from investment operations		.44			.60			.32			1.00
Less Distributions:
Distributions from net realized gains		-			(.19	)		(.05	)		(.07	)
Net asset value, end of period		$12.05			$11.61			$11.20			$10.93
Total Return(a):		3.79%			5.35%			2.96%			10.03%
Ratios/Supplemental Data:
Net assets, end of period (000)		$33,905			$32,783			$22,165			$214
Average net assets (000)		$32,743			$29,401			$5,719			$56
Ratios to average net assets(d):
Expenses after waivers and/or expense reimbursement(g)		3.21%	(e)		3.08%			3.22%			3.16%	(e)
Expenses before waivers and/or expense reimbursement(g)		3.28%	(e)		3.19%			3.37%			4.32%	(e)
Net investment income (loss)		(1.37)%	(e)		(1.31)%			(.74)%			(1.38)%	(e)
Portfolio turnover rate		39%	(f)		83%			160%			131%	(f)

(a) Total return does not consider the effect of sales load. 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.

(b) Commencement of operations.

(c) Calculated based on the average shares outstanding during the period.

(d) Does not include expenses of the underlying portfolios in which the Fund invests.

(e) Annualized.

(f) Not annualized.

(g) The expense ratio includes dividend expense and broker fees and expenses on short sales of .96%, .77%, .71% and .65%, respectively for the six months ended September 30, 2017, for the years ended March 31, 2017, March 31, 2016 and the period ended March 31, 2015, respectively.

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 53

Financial Highlights (unaudited) (continued)

Class Q Shares
	May 25, 2017(a) through September 30,
	2017
Per Share Operating Performance(c):
Net Asset Value, Beginning of Period		$11.98
Income (loss) from investment operations:
Net investment income (loss)		(.01	)
Net realized and unrealized gain (loss) on investments		.49
Total from investment operations		.48
Net asset value, end of period		$12.46
Total Return(b):		4.01%
Ratios/Supplemental Data:
Net assets, end of period (000)		$15,897
Average net assets (000)		$15,159
Ratios to average net assets(d):
Expenses after waivers and/or expense reimbursement(g)		2.38%	(e)
Expenses before waivers and/or expense reimbursement(g)		2.39%	(e)
Net investment income (loss)		(.30)%	(e)
Portfolio turnover rate		39%	(f)

(a) Commencement of offering.

(b) 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.

(c) Calculated based on the average shares outstanding during the period.

(d) Does not include expenses of the underlying portfolios in which the Fund invests.

(e) Annualized.

(f) Not annualized.

(g) The expense ratio includes dividend expense and broker fees and expenses on short sales of 1.13%, for the period ended September 30, 2017.

See Notes to Financial Statements.

54

Class Z Shares
	Six Months Ended September 30,			Year Ended March 31,						May 29, 2014(b) through March 31,
	2017			2017			2016			2015
Per Share Operating Performance(c):
Net Asset Value, Beginning of Period		$11.95			$11.41			$11.03			$10.00
Income (loss) from investment operations:
Net investment income (loss)		(.02	)		(.04	)		(.01	)		(.04	)
Net realized and unrealized gain (loss) on investments		.54			.77			.44			1.14
Total from investment operations		.52			.73			.43			1.10
Less Distributions:
Distributions from net realized gains		-			(.19	)		(.05	)		(.07	)
Net asset value, end of period		$12.47			$11.95			$11.41			$11.03
Total Return(a):		4.35%			6.40%			3.93%			11.03%
Ratios/Supplemental Data:
Net assets, end of period (000)		$296,384			$274,663			$163,592			$38,825
Average net assets (000)		$278,558			$199,471			$67,895			$23,245
Ratios to average net assets(d):
Expenses after waivers and/or expense reimbursement(g)		2.21%	(e)		2.08%			2.18%			2.12%	(e)
Expenses before waivers and/or expense reimbursement(g)		2.28%	(e)		2.19%			2.40%			3.27%	(e)
Net investment income (loss)		(.38)%	(e)		(.31)%			(.07)%			(.44)%	(e)
Portfolio turnover rate		39%	(f)		83%			160%			131%	(f)

(a) 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.

(b) Commencement of operations.

(c) Calculated based on the average shares outstanding during the period.

(d) Does not include expenses of the underlying portfolios in which the Fund invests.

(e) Annualized.

(f) Not annualized.

(g) The expense ratio includes dividend expense and broker fees and expenses on short sales of .96%, .78%, .68% and .62%, respectively for the six months ended September 30, 2017, for the years ended March 31, 2017, March 31, 2016 and the period ended March 31, 2015, respectively.

See Notes to Financial Statements.

Prudential QMA Long-Short Equity Fund 55

Approval of Advisory Agreements (unaudited)

The Fund’s Board of Trustees

The Board of Trustees (the “Board”) of Prudential QMA Long-Short Equity Fund (the “Fund”)¹ consists of twelve 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 Trustees”). 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 Trustees have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Trustee. 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 Trustees.

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 Quantitative Management Associates LLC (“QMA”). In considering the renewal of the agreements, the Board, including all of the Independent Trustees,² met on June 6-8, 2017 and approved the renewal of the agreements through July 31, 2018, 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 Trustees 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 Trustees 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 considered information provided by PGIM Investments throughout the year at regular Board

¹  Prudential QMA Long-Short Equity Fund is a series of Prudential Investment Portfolios 12.

²  Barry H. Evans and Laurie Simon Hodrick joined the Board effective as of September 1, 2017. Neither Mr. Evans nor Ms. Hodrick participated in the consideration of the renewal of the Fund’s advisory agreements.

Prudential QMA Long-Short Equity Fund

Approval of Advisory Agreements (continued)

meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on June 6-8, 2017.

The Trustees 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 Trustees considered relevant in the exercise of their business judgment.

The material factors and conclusions that formed the basis for the Trustees’ 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 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. 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 Trustees of the Fund who are part of Fund management. The Board also considered the investment subadvisory services provided by QMA, 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 QMA’s 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 organizational structure, senior management, investment operations, and other relevant information pertaining to both PGIM Investments and QMA. The Board also noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer (“CCO”) as to both PGIM Investments and QMA. The Board noted that QMA is affiliated with PGIM Investments.

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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. The Board further noted that the subadviser is affiliated with PGIM Investments and that its profitability is reflected in PGIM Investments’ profitability report. 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 reducing the fee rate as assets increase, but that at its current level of assets the Fund did not realize the effect of their rate reductions. The Board took note that the Fund’s fee structure currently results in benefits to Fund shareholders whether or not PGIM Investments realizes any economies of scale. 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.

Prudential QMA Long-Short Equity Fund

Approval of Advisory Agreements (continued)

Other Benefits to PGIM Investments and QMA

The Board considered potential ancillary benefits that might be received by PGIM Investments and 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 specific factors and made related conclusions relating to the historical performance of the Fund for the one-year period ended December 31, 2016. The Board considered that the Fund commenced operations on May 29, 2014 and that longer-term performance was not yet available.

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 March 31, 2016. 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 (the Lipper Alternative Long/Short Equity Funds Performance 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. The comparisons placed the Fund in various quartiles, 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 gross performance comparisons (which do not reflect the impact on performance of fund expenses, or any subsidies, expense caps or waivers that may be applicable) with the

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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.

Performance	1 Year	3 Years	5 Years	10Years
	1st Quartile	N/A	N/A	N/A
Actual Management Fees: 3rd Quartile
Net Total Expenses: 2nd Quartile

• The Board noted that the Fund underperformed its benchmark index over the one-year period.

• The Board noted that the Fund does not yet have a three-year performance record and that, therefore, the subadviser should have more time to develop that record.

• The Board noted that effective July 1, 2016 PGIM Investments agreed to cap the Fund’s annual operating expenses at 1.25% (exclusive of 12b-1 and certain other fees) through July 31, 2018. In that regard, the Board considered information provided by PGIM Investments indicating that if the expense cap were in effect for the full fiscal year, the Fund’s net total expense ratio would rank in the first quartile of its Peer Group.

• The Board concluded that, in light of the above, it would be in the best interests of the Fund and its shareholders to permit the Fund to continue to build a performance record, 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 the approval of the agreements was in the best interests of the Fund and its shareholders.

Prudential QMA Long-Short Equity Fund

∎   MAIL	∎   TELEPHONE	∎   WEBSITE
655 Broad Street Newark, NJ 07102	(800) 225-1852	www.pgiminvestments.com

PROXY VOTING

The Board of Trustees of the Fund has delegated to the Fund’s investment 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.

TRUSTEES

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 • Richard A. Redeker • Stephen G. Stoneburn • Grace C. Torres

OFFICERS

Stuart S. Parker, President • Scott E. Benjamin, Vice President • M. Sadiq Peshimam, Treasurer and Principal Financial and Accounting Officer • Raymond A. O’Hara, Chief Legal Officer • Deborah A. Docs, Secretary • Chad A. Earnst, Chief Compliance Officer • Charles H. Smith, Anti-Money Laundering Compliance Officer • Jonathan D. Shain, Assistant Secretary • Claudia DiGiacomo, Assistant Secretary • Andrew R. French, Assistant Secretary • Peter Parrella, Assistant Treasurer • Lana Lomuti, Assistant Treasurer • Linda McMullin, Assistant Treasurer • Kelly A. Coyne, Assistant Treasurer

MANAGER	PGIM Investments LLC	655 Broad Street Newark, NJ 07102
INVESTMENT SUBADVISER	Quantitative Management Associates 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	225 Liberty 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 a prospectus and summary prospectus by visiting our website at www.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 www.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 TRUSTEES

Shareholders can communicate directly with the Board of Trustees by writing to the Chair of the Board, Prudential QMA Long-Short Equity Fund, PGIM Investments, Attn: Board of Trustees, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Trustee by writing to the same address. Communications are not screened before being delivered to the addressee.

AVAILABILITY OF PORTFOLIO SCHEDULE

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation and location of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund’s schedule of portfolio holdings is also available on the Fund’s website as of the end of each month.

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

PRUDENTIAL QMA LONG-SHORT EQUITY FUND

SHARE CLASS	A	C	Q	Z
NASDAQ	PLHAX	PLHCX	PLHQX	PLHZX
CUSIP	744336868	744336850	744336736	744336843

MF221E2    

PRUDENTIAL SHORT DURATION MUNI HIGH INCOME FUND

SEMIANNUAL REPORT

SEPTEMBER 30, 2017

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

Objective: Maximum amount of income that is eligible for exclusion from
federal income taxes

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.

The accompanying financial statements as of September 30, 2017 were not audited and, accordingly, no auditor’s opinion is expressed on them.

Mutual funds are distributed by Prudential Investment Management Services LLC (PIMS), member SIPC. PGIM Fixed Income is a unit of PGIM, Inc. (PGIM), a registered investment adviser. PIMS and PGIM are Prudential Financial companies. ^© 2017 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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PRUDENTIAL FUNDS — UPDATE

Effective on or about June 1, 2018 (the “Effective Date”), the Fund’s Class A, Class C, Class R, and Class Z shares, as applicable, will be closed to investments by new group retirement plans, except as discussed below. Existing group retirement plans as of the Effective Date may keep their investments in their current share class and may continue to make additional purchases or exchanges of that class of shares. As of the Effective Date, all new group retirement plans wishing to add the Fund as a new addition to the plan generally will be into one of the available Class Q shares, Class R2 shares, or Class R4 shares of the Fund.

In addition, on or about the Effective Date, the Class R shares of the Fund will be closed to all new investors, except as discussed below. Due to the closing of the Class R shares to new investors, effective on or about the Effective Date new IRA investors may only purchase Class A, Class C, Class Z, or Class Q shares of the Fund, subject to share class eligibility. Following the Effective Date, no new accounts may be established in the Fund’s Class R shares and no Class R shares may be purchased or acquired by any new Class R shareholder, except as discussed below.

	Class A	Class C	Class Z	Class R
Existing Investors (Group Retirement Plans, IRAs, and all other investors)	No Change	No Change	No Change	No Change
New Group Retirement Plans	Closed to group retirement plans wishing to add the share classes as new additions to plan menus on or about June 1, 2018, subject to certain exceptions below
New IRAs	No Change	No Change	No Change	Closed to all new investors on or about June 1, 2018, subject to certain exceptions below
All Other New Investors	No Change	No Change	No Change

Prudential Short Duration Muni High Income Fund

However, the following new investors may continue to purchase Class A, Class C, Class R, and Class Z shares of the Fund, as applicable:

• Eligible group retirement plans who are exercising their one-time 90-day repurchase privilege in the Fund will be permitted to purchase such share classes.

• Plan participants in a group retirement plan that offers Class A, Class C, Class R, or Class Z shares of the Fund as of the Effective Date will be permitted to purchase such share classes of the Fund, even if the plan participant did not own shares of that class of the Fund as of the Effective Date.

• Certain new group retirement plans will be permitted to offer such share classes of the Fund after the Effective Date, provided that the plan has or is actively negotiating a contractual agreement with the Fund’s distributor or service provider to offer such share classes of the Fund prior to or on the Effective Date.

• New group retirement plans that combine with, replace, or are otherwise affiliated with a current plan that invests in such share classes prior to or on the Effective Date will be permitted to purchase such share classes.

The Fund also reserves the right to refuse any purchase order that might disrupt management of the Fund or to otherwise modify the closure policy at any time on a case-by-case basis.

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Letter from the President

Dear Shareholder:

We hope you find the semiannual report for the Prudential Short Duration Muni High Income Fund informative and useful. The report covers performance for the six-month period ended September 30, 2017.

Since market conditions change over time, 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. We’re part of PGIM, a top-10 global investment manager with more than $1 trillion in assets under management. This investment expertise allows 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,

Stuart Parker, President

Prudential Short Duration Muni High Income Fund

November 16, 2017

Prudential Short Duration Muni High Income Fund 5

Your Fund’s Performance (unaudited)

Performance data quoted represent 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 www.pgiminvestments.com or by calling (800) 225-1852.

	Total Returns as  of 9/30/17 (without sales charges)	Average Annual Total Returns as of 9/30/17 (with sales charges)
	Six Months* (%)	One Year  (%)	Since Inception (%)
Class A	2.83	–2.57	1.70 (5/29/14)
Class C	2.45	–1.04	1.92 (5/29/14)
Class Q	1.40**	N/A	N/A (5/25/17)
Class Z	2.96	0.86	2.94 (5/29/14)
Bloomberg Barclays Short Duration Muni 50% HG /50% HY Index	2.60	–1.41	0.91
Bloomberg Barclays Municipal Bond Index	3.04	0.87	3.35
Lipper High Yield Municipal Debt Funds Average	3.98	0.98	4.82

*Not annualized

** Since Inception

Source: PGIM Investments LLC and Lipper Inc.

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

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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 C*	Class Q	Class Z*
Maximum initial sales charge	3.25% of the public offering price	None	None	None
Contingent deferred sales charge (CDSC) (as a percentage of the lower of original purchase price or net asset value at redemption)	1% on sales of $1 million or more made within 12 months of purchase	1% on sales made within 12 months of purchase	None	None
Annual distribution and service (12b-1) fees (shown as a percentage of average daily net assets)	0.25%	1%	None	None

*Certain share classes will be generally closed to investments by new group retirement plans effective on or about June 1, 2018. Please see the “PRUDENTIAL FUNDS—UPDATE” in the front of this report for more information.

Benchmark Definitions

Bloomberg Barclays Short Duration Muni 50% HG / 50% HY Index—The Bloomberg Barclays Short Duration Muni 50% HG / 50% HY Index consists of the Bloomberg Barclays Municipal Bond 1-8 Year Index (50%), which is an unmanaged index that includes all benchmark-eligible investment-grade municipal bonds with maturities from 1 to 8 years, and the Bloomberg Barclays Municipal High Yield 1-8 Year Index (50%), which is an unmanaged index that includes all benchmark-eligible Ba1 or lower rated and non-rated municipal bonds with maturities from 1 to 8 years.

Bloomberg Barclays Municipal Bond Index—The Bloomberg Barclays Municipal Bond Index is an unmanaged index of long-term investment-grade municipal bonds. It gives a broad look at how long-term investment-grade municipal bonds have performed.

Lipper High Yield Municipal Debt Funds Average—The Lipper High Yield Municipal Debt Funds Average (Lipper Average) is based on the average return of all funds in the Lipper High Yield Municipal Debt Funds universe for the periods noted. The Lipper High Yield Municipal Debt Funds Average consists of funds that typically invest 50% or more of their assets in municipal debt issues rated BBB or lower.

Investors cannot invest directly in an index. The returns for the Indexes would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes. Returns for the Lipper Average reflect the deduction of operating expenses, but not sales charges or taxes.

Prudential Short Duration Muni High Income Fund 7

Your Fund’s Performance (Continued)

Distributions and Yields as of 9/30/17
	Total Distributions Paid for Six Months ($)	SEC 30-Day Subsidized Yield* (%)	Taxable Equivalent 30-Day Subsidized Yield*** at Federal Tax Rates of		SEC 30-Day Unsubsidized Yield** (%)	Taxable Equivalent 30-Day Unsubsidized Yield*** at Federal Tax Rates of
			39.6%	43.4%		39.6%	43.4%
Class A	0.10	1.70	2.81	3.00	1.48	2.45	2.61
Class C	0.06	1.01	1.67	1.78	0.78	1.29	1.38
Class Q	0.08	2.00	3.31	3.53	1.88	3.11	3.32
Class Z	0.12	2.02	3.34	3.57	1.79	2.96	3.16

*SEC 30-Day Subsidized Yield (%)—A standardized yield calculation created by the Securities and Exchange Commission, it reflects the income earned during a 30-day period, after the deduction of the Fund’s net expenses (net of any expense waivers or reimbursements).

**SEC 30-Day Unsubsidized Yield (%)—A standardized yield calculation created by the Securities and Exchange Commission, it reflects the income earned during a 30-day period, after the deduction of the Fund’s gross expenses.

***Some investors may be subject to the federal alternative minimum tax (AMT). Taxable equivalent yields reflect federal tax rates only.

Credit Quality expressed as a percentage of total investments as of 9/30/17 (%)
AAA	1.6
AA	16.8
A	22.1
BBB	37.5
BB	10.1
B	4.4
CCC	0.1
Not Rated	6.7
Cash/Cash Equivalents	0.7
Total Investments	100.0

Source: PGIM Fixed Income

Credit ratings reflect the highest rating assigned by a nationally recognized statistical rating organization (NRSRO) such as Moody’s Investor Service, Inc. (Moody’s), S&P Global Ratings (S&P), or Fitch, Inc. (Fitch). Credit ratings reflect the common nomenclature used by both S&P and Fitch. Where applicable, ratings are converted to the comparable S&P/Fitch rating tier nomenclature. These rating agencies are independent and are widely used. The Not Rated category consists of securities that have not been rated by a NRSRO. Credit ratings are subject to change. Values may not sum to 100.0% due to rounding.

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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 September 30, 2017. 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 Prudential funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account

Prudential Short Duration Muni High Income Fund 9

Fees and Expenses(continued)

over the six-month period when you estimate the total ongoing expenses paid over the period 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.

Prudential Short Duration Muni High Income Fund		Beginning  Account Value April 1, 2017		Ending  Account Value September 30, 2017		Annualized Expense Ratio Based on the Six-Month Period			Expenses  Paid During the Six-Month Period*
Class A	Actual		$1,000.00		$1,028.30		0.85	%		$4.32
	Hypothetical		$1,000.00		$1,020.81		0.85	%		$4.31
Class C	Actual		$1,000.00		$1,024.50		1.60	%		$8.12
	Hypothetical		$1,000.00		$1,017.05		1.60	%		$8.09
Class Q**	Actual		$1,000.00		$1,014.00		0.60	%		$2.12
	Hypothetical		$1,000.00		$1,022.06		0.60	%		$3.04
Class Z	Actual		$1,000.00		$1,029.60		0.60	%		$3.05
	Hypothetical		$1,000.00		$1,022.06		0.60	%		$3.04

*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 183 days in the six-month period ended September 30, 2017, and divided by the 365 days in the Fund’s fiscal year ending March 31, 2018 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.

**“Actual” expenses are calculated using the 128 day in the period ended September 30, 2017 due to the Class’ inception date of May 25, 2017.

10 Visit our website at pgiminvestments.com

Schedule of Investments (unaudited)

as of September 30, 2017

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS    99.6%
Alaska    2.2%
Alaska Industrial Development & Export Authority, Revenue, Snettisham Hydro Project, AMT, Rfdg		5.000	%		01/01/22		535	$	596,209
Alaska Industrial Development & Export Authority, Revenue, Snettisham Hydroelectric, AMT, Rfdg		5.000			01/01/23		250		281,775
City of Valdez, Revenue, ExxonMobil International Holdings, Inc., Rfdg		0.950	(cc)		10/01/25		700		700,000
City of Valdez, Revenue, ExxonMobil International Holdings, Inc., Rfdg		0.950	(cc)		12/01/29		1,600		1,600,000
									3,177,984
Arizona    4.2%
Arizona Health Facilities Authority, Revenue, Banner Health, Series B, 3 Month LIBOR +0.810%		1.680	(c)		01/01/37		2,005		1,768,771
Arizona Industrial Development Authority, Revenue, Basis School Project, Series A, Rfdg, 144A		5.000			07/01/26		255		278,786
Industrial Development Authority of the City of Phoenix, Revenue, Great Hearts Academies Project		3.750			07/01/24		640		668,736
La Paz County Industrial Development Authority, Revenue, Cosmos Foundation, Inc., Series A, 144A		5.000			02/15/26		750		852,630
Maricopa County Industrial Development Authority, Revenue, Horizon Community Learning Center, Rfdg		4.000			07/01/26		1,000		1,015,480
Maricopa County Industrial Development Authority, Revenue, Paradise School Project, Rfdg, 144A		4.000			07/01/26		500		505,875
Maricopa County Industrial Development Authority, Revenue, Reid Traditional Schools Project		4.000			07/01/26		350		370,122
Salt Verde Finance Corp., National Gas Utility, Revenue		5.250			12/01/21		505		560,737
									6,021,137
Arkansas    0.5%
County of Baxter Regional Medical Center, Revenue, Series A, Rfdg		5.000			09/01/22		700		792,925
California    7.7%
California Health Facilities Financing Authority, Revenue, Kaiser Permanente, Series A-1		5.000			11/01/27		1,000		1,256,700
California Municipal Finance Authority, Revenue, American Heritage Foundation, Series A, Rfdg		4.000			06/01/26		500		539,500
California Pollution Control Financing Authority, Revenue, Green Bonds Project, AMT, 144A		7.000			07/01/22		250		265,080
California School Finance Authority, Revenue, Alliance College Ready Public Schools, Series A, 144A		4.000			07/01/21		400		430,300

See Notes to Financial Statements.

Prudential Short Duration Muni High Income Fund 11

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
California (cont’d.)
California School Finance Authority, Revenue, Alliance College Ready Public Schools, Series A, Rfdg, 144A		4.000	%		07/01/24		270	$	297,672
California School Finance Authority, Revenue, Alliance College Ready Public Schools, Series A, Rfdg, 144A		4.000			07/01/25		285		313,905
California School Finance Authority, Revenue, Green Dot Public School Project, Series A, 144A		4.000			08/01/25		330		352,414
California School Finance Authority, Revenue, KIPP LA Project, Series A, Rfdg, 144A		3.625			07/01/25		475		506,573
California Statewide Communities Development Authority, Revenue, St. Joseph Healthcare System, AGM (Escrowed to Maturity date 07/01/18)(ee)		4.500			07/01/18		175		179,233
Chula Vista Municipal Financing Authority, Specialty Tax, Rfdg		5.000			09/01/21		755		853,014
City of Fontana Sierra Hills, Specialty Tax, Series 22, Rfdg		4.000			09/01/19		385		403,141
City of Los Angeles, Verne Brethren Hillcrest Homes, Revenue, Certificate of Participation, Rfdg		4.000			05/15/18		225		228,130
City of Roseville, Westpark Community Facility District No.1, Specialty Tax, Rfdg		5.000			09/01/22		225		255,695
Golden State Tobacco Securitization Corp., Revenue, Series A-1, Rfdg		5.000			06/01/26		1,000		1,190,230
Long Beach Bond Finance Authority, Natural Gas, Revenue, Series B, 3 Month LIBOR + 1.450%		2.331	(c)		11/15/27		700		666,953
Long Beach Bond Finance Authority, Natural Gas, Revenue, Series A		5.000			11/15/17		175		175,854
Long Beach Bond Finance Authority, Revenue, Series A		5.250			11/15/19		140		152,060
Palomar Health, Revenue, Rfdg		5.000			11/01/24		500		578,025
Southern California Public Power Authority Natural Gas Project, Revenue, Project No.1, Series A-1, 3 Month LIBOR + 1.470%		2.348	(c)		11/01/38		1,360		1,189,782
State of California, Various Purpose, Rfdg		5.000			11/01/29		1,000		1,232,720
Tobacco Securitization Authority of Northern California, Revenue, Series A-1, Rfdg		4.750			06/01/23		30		30,051
									11,097,032
Colorado    4.4%
City & County of Denver, Revenue, United Airlines, Inc., AMT, Rfdg		5.000			10/01/32		500		544,005
Colorado Educational & Cultural Facilities Authority, Revenue, Lighthouse Building Corp. Stem Project, Rfdg		4.000			11/01/24		520		525,429

See Notes to Financial Statements.

12

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
Colorado (cont’d.)
Colorado Health Facilities Authority, Revenue, Catholic Health Initiative, Series 2009A, Rfdg		5.000	%		07/01/19		100	$	105,717
Colorado Health Facilities Authority, Revenue, Christian Living Neighborhood, Rfdg		4.000			01/01/22		300		318,924
Colorado Health Facilities Authority, Revenue, National Jewish Health Initiatives, Rfdg		5.000			01/01/20		695		735,206
Colorado Health Facilities Authority, Revenue, National Jewish Health Initiatives, Rfdg		5.000			01/01/22		125		136,218
Colorado Health Facilities Authority, Revenue, National Jewish Health Initiatives, Rfdg		5.000			01/01/24		300		321,558
Colorado Health Facilities Authority, Revenue, Retirement Communities, Series A, Rfdg		4.000			12/01/19		515		539,524
E-470 Public Highway Authority, Revenue, Series A, Rfdg		5.000			09/01/20		650		715,123
Eagle County Airport Terminal Corp., Revenue, Series B, AMT, Rfdg		4.000			05/01/26		1,000		1,101,460
Park Creek Metropolitan District, Series A, Specialty Tax, Rfdg		5.000			12/01/23		1,100		1,260,809
									6,303,973
Connecticut    1.3%
State of Connecticut Special Tax, Revenue, Transportation Infrastructure, Series A, First Lien		5.000			09/01/26		1,570		1,889,071
Delaware    1.0%
Delaware State Economic Development Authority, Revenue, Aspira Charter School, Series A		3.250			06/01/26		800		752,440
Delaware State Economic Development Authority, Revenue, Newark Charter School, Series A, Rfdg		2.800			09/01/26		480		482,640
Delaware State Health Facilities Authority, Revenue, Nanticoke Memorial Hospital, Rfdg		4.000			07/01/22		100		105,672
Delaware State Health Facilities Authority, Revenue, Nanticoke Memorial Hospital, Rfdg		5.000			07/01/23		100		111,280
									1,452,032
District of Columbia    1.6%
District of Columbia Friendship Public Charter School, Revenue		3.550			06/01/22		795		821,275
District of Columbia KIPP Charter School, Revenue, Rfdg		5.000			07/01/23		275		306,787
Metropolitan Washington Airports Authority, Revenue, AMT		5.000			10/01/26		1,000		1,208,770
									2,336,832

See Notes to Financial Statements.

Prudential Short Duration Muni High Income Fund 13

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
Florida    6.6%
City of Tallahassee, Revenue, Memorial Healthcare, Inc., Project, Series A		5.000	%		12/01/23		150	$	171,782
City of Tallahassee, Revenue, Memorial Healthcare, Inc., Project, Series A		5.000			12/01/25		400		462,968
Cityplace Community Development District, Special Assessment, Rfdg		5.000			05/01/20		740		794,175
Florida Higher Educational Facilities Financial Authority, Revenue, Nova Southeastern University, Rfdg		4.000			04/01/21		40		43,090
Greater Orlando Aviation Authority, Revenue, Jet Blue Airways Corp., AMT, Rfdg		5.000			11/15/26		500		527,010
Lakewood Ranch Stewardship District, Special Assessment		4.000			05/01/21		400		410,348
Lakewood Ranch Stewardship District, Special Assessment		4.250			05/01/26		250		258,358
Lakewood Ranch Stewardship District, Special Assessment		4.250			05/01/25		400		408,052
Lakewood Ranch Stewardship District, Special Assessment		4.625			05/01/27		500		523,045
Martin County Industrial Development Authority, Revenue, Indiantown Co-Generation LP, AMT, Rfdg, 144A		3.950			12/15/21		250		256,715
Myrtle Creek Improvement District, Special Assessment, Series A, BAM, Rfdg		4.000			05/01/27		1,000		1,082,850
Orange County Health Facilities Authority, Revenue, NATL, Series C, Rfdg		6.250			10/01/21		100		108,769
Palm Beach County Health Facilities Authority, Revenue, Sinai Residences, Series A, Rfdg		6.750			06/01/24		300		349,350
Village Community Development District No. 4, Special Assessment, Revenue, Rfdg		4.125			05/01/21		95		100,060
Village Community Development District No. 5, Phase I, Special Assessment, Revenue, Rfdg		3.000			05/01/21		160		163,280
Village Community Development District No. 6, Special Assessment, Revenue, Rfdg		3.000			05/01/20		125		128,541
Village Community Development District No. 6, Special Assessment, Revenue, Rfdg		3.000			05/01/21		170		175,838
Village Community Development District No. 6, Special Assessment, Revenue, Rfdg		4.000			05/01/26		250		270,973
Village Community Development District No. 7, Special Assessment, Revenue, Rfdg		4.000			05/01/21		485		517,640
Village Community Development District No. 7, Special Assessment, Revenue, Rfdg		4.000			05/01/25		240		262,656
Village Community Development District No. 7, Special Assessment, Revenue, Rfdg		4.000			05/01/24		875		952,875

See Notes to Financial Statements.

14

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
Florida (cont’d.)
Village Community Development District No. 7, Special Assessment, Revenue, Rfdg		4.000	%		05/01/26		285	$	304,807
Village Community Development District No. 10, Special Assessment, Revenue		4.500			05/01/23		315		347,467
Village Community Development District No. 11, Special Assessment, Revenue		3.250			05/01/19		380		381,478
Village Community Development District No. 12, Special Assessment, Revenue		2.875			05/01/21		500		501,045
									9,503,172
Georgia    0.5%
Private Colleges & Universities Authority, Revenue, Savannah College of Art & Design		5.000			04/01/22		625		708,294
Guam    1.3%
Guam Government Waterworks Authority, Revenue, Series A, Rfdg		5.000			07/01/20		400		430,664
Territory of Guam, Revenue, Series A		5.000			01/01/23		250		274,225
Territory of Guam, Revenue, Series D, Rfdg		5.000			11/15/21		1,100		1,214,697
									1,919,586
Hawaii    0.7%
State of Hawaii Department of Budget & Finance, Revenue, Hawaii Electric Co., AMT, Rfdg		3.100			05/01/26		1,000		1,015,400
Idaho    1.4%
County of Nez Perce, Revenue, Rfdg		2.750			10/01/24		1,000		967,430
Idaho Health Facilities Authority, Madison Memorial Hospital, Revenue, Rfdg		5.000			09/01/22		1,000		1,096,140
									2,063,570
Illinois    17.3%
Chicago Board of Education, Dedicated Revenues, GO, Rfdg		5.000			12/01/18		500		508,575
Chicago Board of Education, Dedicated Revenues, Series B, GO, AMBAC, Rfdg		5.000			12/01/18		350		358,600
Chicago Board of Education, Series A, GO, AMBAC, Rfdg		5.500			12/01/23		315		349,130
Chicago Board of Education, Series A, NATL, GO, Rfdg		5.000			12/01/18		160		164,587
Chicago Board of Education, Series D, GO, AGM		5.000			12/01/17		100		100,711
Chicago Board of Education, Series F, GO, Rfdg		5.000			12/01/19		350		360,948
Chicago O’Hare International Airport, Revenue, General Senior Lien, Series D, AMT		5.000			01/01/26		300		356,607

See Notes to Financial Statements.

Prudential Short Duration Muni High Income Fund 15

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
Illinois (cont’d.)
Chicago O’Hare International Airport, Revenue, Series C, AMT, Rfdg		5.000	%		01/01/23		200	$	230,216
Chicago Transit Authority, Revenue, Federal Transit Administration Section 530, AGM, Rfdg		5.000			06/01/22		1,630		1,810,229
City of Chicago, Project & Rfdg, Series A, GO, AMBAC		5.000			01/01/20		20		20,066
City of Chicago, Series A, GO		4.000			12/01/17		275		275,825
City of Chicago, Series A, GO		4.000			12/01/18		250		255,203
City of Chicago, Series A, GO		5.000			01/01/20		200		211,570
City of Chicago, Series A, GO, AGM, Rfdg		5.000			01/01/21		50		50,869
City of Chicago, Series A, GO, Rfdg		5.000			01/01/18		240		241,697
City of Chicago, Series A, GO, Rfdg		5.000			01/01/24		335		354,152
City of Chicago, Series B, GO		5.000			01/01/18		600		604,242
City of Chicago, Series B, GO, Rfdg		5.000			01/01/19		750		775,837
City of Chicago, Series B, GO, Rfdg		5.000			01/01/23		370		409,127
City of Chicago, Series C, GO, Rfdg		5.000			01/01/22		780		850,356
City of Chicago Wastewater Transmission, Revenue, Second Lien		4.000			01/01/20		1,120		1,180,570
City of Chicago Wastewater Transmission, Revenue, Second Lien, Rfdg		5.000			01/01/25		350		386,592
City of Chicago Wastewater Transmission, Revenue, Second Lien, Series A, Rfdg		4.000			01/01/18		200		201,390
City of Chicago Wastewater Transmission, Revenue, Second Lien, Series C, Rfdg		5.000			01/01/22		850		956,836
City of Chicago Waterworks, Revenue, Second Lien		4.000			11/01/24		110		118,381
City of Chicago Waterworks, Revenue, Second Lien Project		4.000			11/01/17		315		315,819
City of Chicago Waterworks, Revenue, Second Lien Project		4.000			11/01/21		250		270,895
City of Chicago Waterworks, Revenue, Second Lien, AGM, Rfdg		4.250			11/01/18		250		258,175
City of Chicago Waterworks, Revenue, Second Lien, Rfdg		4.000			11/01/19		490		515,088
City of Chicago Waterworks, Revenue, Second Lien, Rfdg		4.000			11/01/20		1,065		1,139,603
City of Chicago Waterworks, Revenue, Second Lien, Rfdg		5.000			11/01/20		385		423,512
City of Chicago Waterworks, Revenue, Second Lien, Rfdg		5.000			11/01/22		195		222,760
City of Springfield Electric, Revenue, Senior Lien, Rfdg		5.000			03/01/22		275		311,999
County of Cook, Series A, GO, Rfdg		5.000			11/15/23		1,000		1,154,330
Illinois Finance Authority, Presbyterian Homes, Revenue, Series B, Rfdg (Mandatory Put Date 05/01/21), 1 Month LIBOR + 1.350%		2.216	(c)		05/01/36		500		502,525
Illinois Finance Authority, Revenue, Advocate Healthcare Network, Series D		5.500			11/01/18		60		61,422

See Notes to Financial Statements.

16

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
Illinois (cont’d.)
Illinois Finance Authority, Revenue, Advocate Healthcare, Series A-2, Rfdg (Mandatory Put Date 02/12/20)		5.000	%(cc)		11/01/30		350	$	380,100
Illinois Finance Authority, Revenue, Resurrection Health, Series B, AGM, Rfdg (Pre-refunded date 05/15/18)(ee)		4.500			05/15/20		5		5,110
Illinois Finance Authority, Revenue, Resurrection Health, Series B, AGM, Rfdg (Pre-refunded date 05/15/18)(ee)		4.500			05/15/20		170		173,743
Illinois Finance Authority, Revenue, Silver Cross Hospital, Rfdg		6.000			08/15/23		600		621,810
Illinois Finance Authority, Revenue, Silver Cross Hospital, Series C, Rfdg		5.000			08/15/19		155		163,916
Railsplitter Tobacco Settlement Authority, Revenue		5.375			06/01/21		680		773,004
State of Illinois, GO		5.000			02/01/22		200		216,474
State of Illinois, GO, Rfdg		5.000			01/01/18		475		478,828
State of Illinois, GO, Rfdg		5.000			08/01/18		75		76,895
State of Illinois, GO, Rfdg		5.000			02/01/24		500		548,405
State of Illinois, Series 2010, GO, AGM, Rfdg		5.000			01/01/20		200		212,524
State of Illinois, Series A, GO		4.000			01/01/23		360		372,229
State of Illinois, Series A, GO		5.000			04/01/20		100		105,985
State of Illinois, Series A, GO, AGM		4.000			09/01/22		150		151,770
State of Illinois, Series B, GO, Rfdg		5.250			01/01/18		250		252,173
State of Illinois, Series B, GO, Rfdg		5.250			01/01/21		715		771,428
State of Illinois, Revenue		5.000			06/15/24		480		546,370
State of Illinois, Revenue, GO, AGM, Rfdg		4.000			01/01/20		525		546,378
State of Illinois, Revenue, Junior Series D, BAM, Rfdg		5.000			06/15/25		1,325		1,580,195
State of Illinois, Revenue, Series A, GO		4.000			06/15/19		150		156,453
University of Illinois, Revenue, Series A, Rfdg		5.000			04/01/26		425		486,200
									24,928,434
Indiana    0.6%
Gary Chicago International Airport Authority, Revenue, AMT		5.000			02/01/20		835		887,430
Iowa    0.7%
Iowa Finance Authority, Revenue, Iowa Fertilizer Co. Project, Rfdg		5.000			12/01/19		540		558,312
Iowa Finance Authority, Revenue, Iowa Fertilizer Co. Project, Rfdg		5.500			12/01/22		415		424,030
									982,342

See Notes to Financial Statements.

Prudential Short Duration Muni High Income Fund 17

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
Kentucky    0.4%
Kentucky Economic Development Finance Authority, Revenue, Owensboro Medical Health Systems, Series A		5.250	%		06/01/20		500	$	540,955
Louisiana    2.0%
City of New Orleans, GO, Rfdg		5.000			12/01/22		100		115,742
City of New Orleans, GO, Rfdg		5.000			12/01/23		150		175,899
City of New Orleans Sewerage Service, Revenue		5.000			06/01/23		300		349,326
City of New Orleans Sewerage Service, Revenue		5.000			06/01/24		200		236,224
Louisiana Public Facilities Authority, Revenue, Ochsner Clinic Foundation, Rfdg		5.000			05/15/22		265		302,720
Louisiana State Citizens Property Insurance Corp., Revenue, AGM, Rfdg		5.000			06/01/21		750		846,300
New Orleans Sewerage Service, Revenue, Rfdg		5.000			06/01/19		400		424,452
New Orleans Sewerage Service, Revenue, Rfdg		5.000			06/01/20		350		382,942
									2,833,605
Maryland    1.2%
City of Baltimore, Revenue, Convention Center Hotel, Rfdg		5.000			09/01/25		500		589,710
City of Westminster, Revenue, Project Carroll Lutheran Village, Rfdg		5.000			07/01/18		400		407,800
Frederick County Special Obligation, Urbana Community Development Authorization, Specialty Tax, Series A, Rfdg		5.000			07/01/20		100		109,014
Frederick County Special Obligation, Urbana Community Development Authorization, Specialty Tax, Series A, Rfdg		5.000			07/01/21		100		110,010
Maryland Health & Higher Educational Facilities Authority, Revenue, Meritus Medical Center, Rfdg		5.000			07/01/21		500		563,270
									1,779,804
Massachusetts    0.2%
Massachusetts Development Finance Agency, Revenue, International Charter School, Rfdg		4.000			04/15/20		325		335,644
Michigan    1.0%
Michigan Finance Authority, Revenue, Local Government Loan Program, Series B, Rfdg		4.000			07/01/18		640		652,307
Michigan Finance Authority, Revenue, Local Government Loan Program, Series D-1, Rfdg		5.000			07/01/22		400		454,760
Oakland County Economic Development Corp., Revenue, Roman Catholic Archdiocese of Detroit, Rfdg		6.500			12/01/20		260		269,207
									1,376,274

See Notes to Financial Statements.

18

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
Minnesota    0.9%
City of Hugo, Revenue, Charter School Noble Academy Project, Series A		4.000	%		07/01/22		480	$	494,659
City of St. Paul Housing & Redevelopment Authority, Revenue, Healtheast Project		5.000			11/15/20		500		558,190
Shakopee Healthcare Facility, Revenue, St. Francis Regional Medical Center, Rfdg		5.000			09/01/19		185		197,878
									1,250,727
Mississippi    0.3%
Mississippi Business Finance Corp., Revenue, Variable Chevron Corp., Series F		0.960	(cc)		11/01/35		500		500,000
Missouri    0.4%
Health & Educational Facilities Authority of the State of Missouri, Revenue, Lutheran Senior Services, Rfdg		2.150			02/01/19		500		504,055
Health & Educational Facilities Authority of the State of Missouri, Revenue, St. Louis College of Pharmacy Project, Rfdg		5.000			05/01/19		125		131,620
									635,675
Nevada    1.1%
Clark County Airport Department of Aviation, Revenue, Jet Aviation Fuel Tax, Series A, AMT, Rfdg		5.000			07/01/21		500		565,030
County of Washoe, Sierra Pacific Power Co., Revenue, Series B, Rfdg (Mandatory Put Date 06/01/22)		3.000	(cc)		03/01/36		1,000		1,049,030
									1,614,060
New Jersey    8.6%
Casino Reinvestment Development Authority, Revenue, Rfdg		4.000			11/01/19		500		512,900
New Jersey Building Authority, Revenue, Series A, Rfdg		5.000			06/15/21		625		685,544
New Jersey Building Authority, Revenue, Series A, Rfdg (Escrowed to Maturity date 06/15/21)(ee)		5.000			06/15/21		60		68,216
New Jersey Economic Development Authority, Revenue, Police Barracks Project		4.750			06/15/19		245		256,904
New Jersey Economic Development Authority, Revenue, Provident Group-Rowan Properties LLC, Series A		5.000			01/01/23		500		557,790
New Jersey Economic Development Authority, Revenue, School Facilities Construction, Series EE, Rfdg		5.000			09/01/18		85		87,636

See Notes to Financial Statements.

Prudential Short Duration Muni High Income Fund 19

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
New Jersey (cont’d.)
New Jersey Economic Development Authority, Revenue, School Facilities Construction, Series NN, Rfdg (Escrowed to Maturity date 03/01/19)(ee)		5.000	%		03/01/19		150	$	158,421
New Jersey Economic Development Authority, Revenue, Series XX, Rfdg		5.000			06/15/22		800		886,704
New Jersey Economic Development Authority, Revenue, Sub-Series A, Rfdg		4.000			07/01/22		500		530,770
New Jersey Economic Development Authority, Revenue, Transit Project Sublease, Series A, Rfdg		5.000			05/01/19		275		288,618
New Jersey Economic Development Authority, Revenue, United Airlines, Series A, AMT		4.875			09/15/19		990		1,022,215
New Jersey Health Care Facilities Financing Authority, Revenue, Holy Name Medical Center		4.500			07/01/20		290		310,950
New Jersey Health Care Facilities Financing Authority, Revenue, Holy Name Medical Center, Rfdg		4.250			07/01/19		150		156,850
New Jersey Health Care Facilities Financing Authority, Revenue, Holy Name Medical Center, Rfdg		5.000			07/01/19		235		249,403
New Jersey Health Care Facilities Financing Authority, Revenue, University Hospital, Series A, AGM, Rfdg		5.000			07/01/23		500		582,935
New Jersey Health Care Facilities Financing Authority, Revenue, Virtua Health, Rfdg		5.000			07/01/21		125		141,306
New Jersey Transportation Trust Fund Authority, Revenue, Series AA		5.000			06/15/19		100		105,283
New Jersey Transportation Trust Fund Authority, Revenue, Series AA		5.000			06/15/22		1,000		1,108,850
New Jersey Transportation Trust Fund Authority, Revenue, Series B, AGM, Rfdg		5.500			12/15/21		175		199,432
New Jersey Transportation Trust Fund Authority, Revenue, Series B, NATL, Rfdg		5.500			12/15/20		200		221,556
New Jersey Transportation Trust Fund Authority, Revenue, Series B, Rfdg		5.250			12/15/19		440		471,337
New Jersey Turnpike Authority, Revenue, Variable, Series D-1, Rfdg, 1 Month LIBOR + 0.700%		1.568	(c)		01/01/24		1,000		999,970
South Jersey Transportation Authority LLC, Revenue, Series A, Rfdg		5.000			11/01/20		100		109,433
South Jersey Transportation Authority LLC, Revenue, Series A, Rfdg		5.000			11/01/21		350		390,918
Tobacco Settlement Finance Corp., Revenue, Series 1A, Rfdg		4.625			06/01/26		2,355		2,357,237
									12,461,178

See Notes to Financial Statements.

20

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
New York    3.7%
New York State Dormitory Authority, Revenue, Orange Regional Medical Center, 144A		5.000	%		12/01/21		500	$	552,190
New York State Energy Research & Development Authority, Series B, Rfdg (Mandatory Put Date 05/01/20)		2.000	(cc)		02/01/29		500		505,900
New York Transportation Development Corp., Revenue, Terminal One Group Association, AMT, Rfdg		5.000			01/01/22		1,000		1,128,750
New York Transportation Development Corp., Revenue, Terminal One Group Association, AMT, Rfdg		5.000			01/01/23		1,000		1,140,880
Port Authority of New York & New Jersey, Revenue, JFK International Air Terminal		5.000			12/01/20		1,510		1,642,548
Port Authority of New York & New Jersey, Revenue, Series 188, AMT, Rfdg		5.000			05/01/23		325		380,568
									5,350,836
North Carolina    0.4%
North Carolina Medical Care Commission, Revenue, Pennybyrn at Maryfield		5.000			10/01/20		500		535,640
North Dakota    0.4%
Burleigh County Healthcare St. Alexius, Revenue, Series A, Rfdg (Escrowed to Maturity date 07/01/20)(ee)		4.000			07/01/20		500		536,560
Ohio    3.4%
Buckeye Tobacco Settlement Financing Authority, Revenue, Asset-Backed, Senior Turbo, Series A-2		5.125			06/01/24		3,800		3,604,034
County of Cuyahoga, Revenue, MetroHealth System, Rfdg		5.000			02/15/25		695		786,490
County of Hamilton, Revenue, Christ Hospital Project		5.000			06/01/20		465		508,082
									4,898,606
Oklahoma    0.2%
Tulsa Airports Improvement Trust, Revenue, American Airlines Group, AMT, Rfdg (Mandatory Put Date 06/01/25)		5.000	(cc)		06/01/35		250		269,825
Oregon    0.2%
Hospital Facilities Authority of Multnomah County, Revenue, Mirabella at South Water Front, Series A, Rfdg		5.000			10/01/19		315		327,934

See Notes to Financial Statements.

Prudential Short Duration Muni High Income Fund 21

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
Pennsylvania    4.4%
Allentown Neighborhood Improvement Zone Development Authority, Revenue, 144A		5.000	%		05/01/22		555	$	604,401
Chester County Industrial Development Authority, Revenue, Renaissance Academy Christian School, Rfdg		3.750			10/01/24		500		516,185
East Hempfield Township Industrial Development Authority, Revenue, Willow Valley Community, Rfdg		5.000			12/01/23		500		584,460
Lancaster County Hospital Authority, Revenue, Brethren Village Project, Rfdg		5.000			07/01/24		500		563,650
Montgomery County Industrial Development Authority, Revenue, Exelon Generation Co., AMT, Rfdg (Mandatory Put Date 04/01/20)		2.700	(cc)		10/01/34		1,000		1,008,560
Montgomery County Industrial Development Authority, Revenue, Whitemarsh Care Facility, Rfdg		3.000			01/01/18		800		799,856
Moon Industrial Development Authority, Revenue, Baptist Homes Society, Rfdg		5.000			07/01/20		470		484,034
Pennsylvania Economic Development Financing Authority, Revenue, PA Bridges Finco LP, AMT		5.000			12/31/18		250		261,517
Philadelphia Hospitals & Higher Education Facilities Authority, Revenue, Temple University Health Systems, Series A, Rfdg		5.500			07/01/30		780		781,560
Philadelphia Hospitals & Higher Education Facilities Authority, Revenue, Temple University Health Systems, Series B, Rfdg		5.500			07/01/26		370		370,740
Philadelphia Hospitals & Higher Education Facilities Authority, Revenue, Temple University Health Systems, Series B, Rfdg		6.250			07/01/23		300		300,879
									6,275,842
Puerto Rico    0.2%
Puerto Rico Municipal Finance Agency, Revenue, Series A, AGM		5.000			08/01/18		210		212,913
Puerto Rico Municipal Finance Agency, Revenue, Series C, AGM, Rfdg		5.250			08/01/18		105		107,582
									320,495
Rhode Island    0.8%
Tobacco Settlement Financing Corp., Revenue, Senior Series 1A, Rfdg		5.000			06/01/24		710		815,421
Tobacco Settlement Financing Corp., Revenue, Series A, Rfdg		5.000			06/01/22		265		296,622
									1,112,043

See Notes to Financial Statements.

22

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
South Carolina    0.2%
South Carolina Public Service Authority, Revenue, Santee Cooper, Series A, Rfdg		5.000	%		12/01/24		280	$	312,057
Tennessee    0.6%
Tennessee Energy Acquisition Corp., Revenue, Series A		5.250			09/01/23		515		600,516
Tennessee Energy Acquisition Corp., Revenue, Series C		5.000			02/01/20		270		291,052
									891,568
Texas    11.5%
Austin Convention Enterprises, Inc., Revenue, First Tier Convention Center, Rfdg		5.000			01/01/31		600		695,274
Austin Convention Enterprises, Inc., Revenue, Second Tier Convention Center, Rfdg		5.000			01/01/25		650		747,422
Bexar County Health Facilities Development Corp., Revenue, Army Retirement Residence Foundation, Rfdg		5.000			07/15/24		500		569,760
Board of Managers Joint Guadalupe County-City of Seguin Hospital, Revenue, Rfdg		5.000			12/01/21		1,000		1,072,890
Central Texas Regional Mobility Authority, Revenue, Rfdg		5.000			01/01/26		1,000		1,187,860
Central Texas Regional Mobility Authority, Revenue, Senior Lien, Series A, Rfdg		5.000			01/01/23		1,000		1,157,040
Central Texas Regional Mobility Authority, Revenue, Sub Lien, Rfdg		5.000			01/01/21		180		199,152
Clifton Higher Education Finance Corp., Revenue, Idea Academy, Inc.		3.750			08/15/22		420		437,674
Clifton Higher Education Finance Corp., Revenue, Idea Academy, Inc.		5.000			08/15/18		115		118,772
Clifton Higher Education Finance Corp., Revenue, Idea Academy, Inc.		5.500			08/15/31		410		473,730
Clifton Higher Education Finance Corp., Revenue, Idea Public Schools, Series B		4.000			08/15/23		610		667,401
Dallas County Flood Control District No. 1, Revenue, GO, Rfdg, 144A		5.000			04/01/20		750		790,215
Dallas/Fort Worth International Airport, Revenue, Series B, AMT		5.000			11/01/22		450		517,383
Decatur Hospital Authority, Wise Regional Health Systems, Revenue, Series A, Rfdg		4.000			09/01/20		200		210,830
Decatur Hospital Authority, Wise Regional Health Systems, Revenue, Series A, Rfdg		5.000			09/01/22		150		163,415
Decatur Hospital Authority, Wise Regional Health Systems, Revenue, Series A, Rfdg		5.000			09/01/23		150		163,780
Houston Higher Education Finance Corp., Revenue, Cosmos Foundation, Series A, Rfdg		4.000			02/15/22		90		94,343

See Notes to Financial Statements.

Prudential Short Duration Muni High Income Fund 23

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
Texas (cont’d.)
Kerrville Health Facilities Development Corp., Revenue, Peterson Regional Medical Center Project, Rfdg		5.000	%		08/15/22		485	$	548,986
New Hope Cultural Education Facilities Corp., Revenue, Tarelton St. University Student Housing Project, Series A		4.000			04/01/21		300		319,482
New Hope Cultural Education Facilities Finance Corp., Revenue, Jubilee Academic Center Project, 144A		4.250			08/15/27		500		501,045
New Hope Cultural Education Facilities Finance Corp., Revenue, MRC Crestview, Rfdg		4.000			11/15/26		1,060		1,043,432
North Texas Tollway Authority, Revenue, Series A, Rfdg		5.000			01/01/21		100		111,483
Tarrant County Cultural Education Facilities Finance Corp., Revenue, Barton Creek Senior Living Center, Rfdg		5.000			11/15/20		450		484,933
Tarrant County Cultural Education Facilities Finance Corp., Revenue, Trinity Terrace Project, Series A-1, Rfdg		5.000			10/01/29		630		687,645
Texas Municipal Gas Acquisition & Supply Corp. I, Revenue, Senior Lien, Series A		5.250			12/15/19		100		107,443
Texas Municipal Gas Acquisition & Supply Corp. I, Revenue, Senior Lien, Series B, 3 Month LIBOR + 0.700%		1.584	(c)		12/15/26		825		800,110
Texas Municipal Gas Acquisition & Supply Corp. I, Revenue, Senior Lien, Series D		6.250			12/15/26		1,005		1,226,261
Texas Municipal Gas Acquisition & Supply Corp. II, Revenue, 3 Month LIBOR + 0.870%		1.754	(c)		09/15/27		1,515		1,460,611
									16,558,372
Utah    0.4%
Salt Lake City Corp. Airport, Revenue, Series A, AMT		5.000			07/01/22		250		287,720
Utah Charter School Finance Authority, Revenue, Spectrum Academy Project, 144A		4.300			04/15/25		240		244,363
									532,083
Vermont    0.1%
Vermont Economic Development Authority, Revenue, Wake Robin Corp. Project, Rfdg		5.000			05/01/21		100		104,506
Virgin Islands    0.1%
Virgin Islands Public Finance Authority, Revenue, Series A, Rfdg		5.000			10/01/18		100		90,068

See Notes to Financial Statements.

24

Description	Interest Rate			Maturity Date		Principal Amount (000)#		Value
LONG-TERM INVESTMENTS (Continued)
Virginia    1.2%
Virginia College Building Authority, Revenue, Marymount University Project, Series A, Rfdg, 144A		5.000	%		07/01/20		525	$	561,020
Virginia College Building Authority, Revenue, Marymount University Project, Series B, 144A		5.000			07/01/20		500		534,305
Virginia Small Business Financing Authority, Revenue, Express Lanes, AMT		4.250			07/01/22		150		161,543
Wise County Industrial Development Authority, Solid Waste & Sewage, Revenue, Virginia Electric and Power Co., Series A (Mandatory Put Date 09/01/20)		2.150	(cc)		10/01/40		500		508,630
									1,765,498
Washington    0.6%
Skagit County Public Hospital District No. 1, Revenue, Rfdg		4.000			12/01/22		500		534,195
Washington Health Care Facilities Authority, Revenue, Overlake Medical Center, Rfdg		5.000			07/01/20		300		329,343
									863,538
West Virginia    0.5%
Monongalia County Commission Special District, Revenue, Series A, Rfdg, 144A		4.500			06/01/27		250		247,100
West Virginia Economic Development Authority, Revenue, Morgantown Energy Association, AMT, Rfdg		2.875			12/15/26		475		463,904
									711,004
Wisconsin    2.6%
Public Finance Authority, Revenue, Bancroft Neurohealth Project, Series A, Rfdg, 144A		5.000			06/01/23		500		532,060
Public Finance Authority, Revenue, Celanese U.S. Holdings LLC, Series A, AMT, Rfdg		5.000			01/01/24		1,000		1,105,450
Public Finance Authority, Revenue, Series E, AMT, Rfdg		5.000			07/01/23		2,000		2,147,520
									3,785,030
TOTAL INVESTMENTS    99.6% (cost $142,249,176)									143,648,641
Other assets in excess of liabilities    0.4%									597,648
NET ASSETS    100.0%								$	144,246,289

The following abbreviations are used in the semi-annual report:

144A—Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.

See Notes to Financial Statements.

Prudential Short Duration Muni High Income Fund 25

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

AGM—Assured Guaranty Municipal Corp.

AMBAC—American Municipal Bond Assurance Corp.

AMT—Alternative Minimum Tax

BAM—Build America Mutual

GO—General Obligation

IDB—Industrial Development Bond

LIBOR—London Interbank Offered Rate

NATL—National Public Finance Guaranty Corp.

OTC—Over-the-counter

PCR—Pollution Control Revenue

Rfdg—Refunding

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

(c) Variable rate instrument. The interest rate shown reflects the rate in effect at September 30, 2017.

(cc) Variable rate instrument. The rate shown is based on the latest available information as of September 30, 2017. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above.

(ee) All or partial escrowed to maturity and pre-refunded issues are secured by escrowed cash, a guaranteed investment contract and/or U.S. guaranteed obligations.

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 September 30, 2017 in valuing such portfolio securities:

	Level 1		Level 2		Level 3
Investments in Securities
Municipal Bonds
Alaska	$	—	$	3,177,984	$	—
Arizona		—		6,021,137		—
Arkansas		—		792,925		—
California		—		11,097,032		—
Colorado		—		6,303,973		—
Connecticut		—		1,889,071		—
Delaware		—		1,452,032		—
District of Columbia		—		2,336,832		—

See Notes to Financial Statements.

26

	Level 1		Level 2		Level 3
Investments in Securities (continued)
Municipal Bonds (continued)
Florida	$	—	$	9,503,172	$	—
Georgia		—		708,294		—
Guam		—		1,919,586		—
Hawaii		—		1,015,400		—
Idaho		—		2,063,570		—
Illinois		—		24,928,434		—
Indiana		—		887,430		—
Iowa		—		982,342		—
Kentucky		—		540,955		—
Louisiana		—		2,833,605		—
Maryland		—		1,779,804		—
Massachusetts		—		335,644		—
Michigan		—		1,376,274		—
Minnesota		—		1,250,727		—
Mississippi		—		500,000		—
Missouri		—		635,675		—
Nevada		—		1,614,060		—
New Jersey		—		12,461,178		—
New York		—		5,350,836		—
North Carolina		—		535,640		—
North Dakota		—		536,560		—
Ohio		—		4,898,606		—
Oklahoma		—		269,825		—
Oregon		—		327,934		—
Pennsylvania		—		6,275,842		—
Puerto Rico		—		320,495		—
Rhode Island		—		1,112,043		—
South Carolina		—		312,057		—
Tennessee		—		891,568		—
Texas		—		16,558,372		—
Utah		—		532,083		—
Vermont		—		104,506		—
Virgin Islands		—		90,068		—
Virginia		—		1,765,498		—
Washington		—		863,538		—
West Virginia		—		711,004		—
Wisconsin		—		3,785,030		—
Total	$	—	$	143,648,641	$	—

During the period, there were no transfers between Level 1, Level 2 and Level 3 to report.

See Notes to Financial Statements.

Prudential Short Duration Muni High Income Fund 27

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Industry Classification:

The industry classification of investments and other assets in excess of liabilities shown as a percentage of net assets as of September 30, 2017 were as follows:

Healthcare	20.4	%
Corporate Backed IDB & PCR	13.8
Special Tax/Assessment District	13.8
Education	11.9
General Obligation	8.8
Transportation	8.2
Tobacco	6.3
Water & Sewer	5.7
Pre-pay Gas	5.0	%
Lease Backed Certificate of Participation	3.5
Development	1.6
Power	0.6
	99.6
Other assets in excess of liabilities	0.4
	100.0	%

See Notes to Financial Statements.

28

This Page Intentionally Left Blank

Statement of Assets & Liabilities (unaudited)

as of September 30, 2017

Assets
Unaffiliated investments (cost $142,249,176)	$	143,648,641
Cash		79,957
Interest receivable		1,663,224
Receivable for Fund shares sold		1,407,034
Prepaid expenses		1,462
Total assets		146,800,318
Liabilities
Payable for investments purchased		1,558,695
Payable for Fund shares reacquired		751,940
Dividends payable		98,942
Accrued expenses and other liabilities		82,591
Management fee payable		35,722
Distribution fee payable		25,270
Affiliated transfer agent fee payable		869
Total liabilities		2,554,029
Net Assets	$	144,246,289
Net assets were comprised of:
Shares of beneficial interest, at par	$	14,135
Paid-in capital in excess of par		143,651,426
		143,665,561
Undistributed net investment income		214,558
Accumulated net realized loss on investment transactions		(1,033,295	)
Net unrealized appreciation on investments		1,399,465
Net assets, September 30, 2017	$	144,246,289

See Notes to Financial Statements.

30

Class A
Net asset value and redemption price per share, ($35,875,971 ÷ 3,514,304 shares of beneficial interest issued and outstanding)	$	10.21
Maximum sales charge (3.25% of offering price)		0.34
Maximum offering price to public	$	10.55
Class C
Net asset value, offering price and redemption price per share, ($21,555,955 ÷ 2,113,494 shares of beneficial interest issued and outstanding)	$	10.20
Class Q
Net asset value, offering price and redemption price per share, ($10,141 ÷ 994 shares of beneficial interest issued and outstanding)	$	10.20
Class Z
Net asset value, offering price and redemption price per share, ($86,804,222 ÷ 8,506,140 shares of beneficial interest issued and outstanding)	$	10.20

See Notes to Financial Statements.

Prudential Short Duration Muni High Income Fund 31

Statement of Operations (unaudited)

Six Months Ended September 30, 2017

Net Investment Income (Loss)
Income
Interest income	$	1,891,842
Expenses
Management fee		350,853
Distribution fee—Class A		50,636
Distribution fee—Class C		109,157
Transfer agent’s fees and expenses (including affiliated expense of $2,300)		55,000
Custodian and accounting fees		40,000
Registration fees		37,000
Audit fee		21,000
Shareholders’ reports		13,000
Legal fees and expenses		9,000
Trustees’ fees		6,000
Miscellaneous		8,864
Total expenses		700,510
Less: Management fee waiver and/or expense reimbursement		(157,302	)
Custodian fee credit		(666	)
Net expenses		542,542
Net investment income (loss)		1,349,300
Realized And Unrealized Gain (Loss) On Investments
Net realized gain (loss) on investment transactions		(235,102	)
Net change in unrealized appreciation (depreciation) on investments		2,336,175
Net gain (loss) on investment transactions		2,101,073
Net Increase (Decrease) In Net Assets Resulting From Operations	$	3,450,373

See Notes to Financial Statements.

32

Statement of Changes in Net Assets (unaudited)

	Six Months Ended September 30, 2017			Year Ended March 31, 2017
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$	1,349,300		$	3,080,913
Net realized gain (loss) on investment transactions		(235,102	)		(314,281	)
Net change in unrealized appreciation (depreciation) on investments		2,336,175			(3,761,496	)
Net increase (decrease) in net assets resulting from operations		3,450,373			(994,864	)
Dividends from net investment income
Class A		(409,099	)		(1,186,508	)
Class C		(138,913	)		(291,821	)
Class Q		(81	)		—
Class Z		(742,243	)		(1,534,137	)
		(1,290,336	)		(3,012,466	)
Fund share transactions (Net of share conversions)
Net proceeds from shares sold		42,057,704			103,590,710
Net asset value of shares issued in reinvestment of dividends and distributions		742,191			1,684,964
Cost of shares reacquired		(20,287,831	)		(130,124,793	)
Net increase (decrease) in net assets from Fund share transactions		22,512,064			(24,849,119	)
Total increase (decrease)		24,672,101			(28,856,449	)
Net Assets:
Beginning of period		119,574,188			148,430,637
End of period(a)	$	144,246,289		$	119,574,188
(a) Includes undistributed net investment income of:	$	214,558		$	155,594

See Notes to Financial Statements.

Prudential Short Duration Muni High Income Fund 33

Notes to Financial Statements (unaudited)

Prudential Investment Portfolios 12 (the “Trust”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The Trust was established as a Delaware business trust on October 24, 1997. The Trust currently consists of the following five series: Prudential Global Real Estate Fund and Prudential US Real Estate Fund which are non-diversified funds and Prudential QMA Long-Short Equity Fund, Prudential QMA Large-Cap Core Equity PLUS Fund and Prudential Short Duration Muni High Income Fund which are diversified funds. These financial statements relate to Prudential Short Duration Muni High Income Fund (the “Fund”).

The investment objective of the Fund is to provide the maximum amount of income that is eligible for exclusion from federal income taxes.

1. Accounting Policies

The Fund follows investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification 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 Board of Trustees (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”). Under the current valuation procedures, the Valuation Committee is responsible for supervising the 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.

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 Investments.

34

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.

Fixed income securities traded in the OTC market are generally classified as Level 2 in the fair value hierarchy. Such fixed income securities are typically valued using the market approach which generally involves obtaining data from an approved independent third-party vendor source. The Fund utilizes the market approach as the primary method to value securities when market prices of identical or comparable instruments are available. The third-party vendors’ valuation techniques used to derive the evaluated bid price are based on evaluating observable inputs, including but not limited to, yield curves, yield spreads, credit ratings, deal terms, tranche level attributes, default rates, cash flows, prepayment speeds, broker/dealer quotations and reported trades. Certain Level 3 securities are also valued using the market approach when obtaining a single broker quote or when utilizing recent transaction prices for identical or comparable securities. During the reporting period, there were no changes to report with respect to the valuation approach and/or valuation techniques discussed above.

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 investment adviser 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.

Restricted and Illiquid Securities: Subject to guidelines adopted by the Board, the Fund may invest up to 15% of its net assets in illiquid securities, including those which are restricted as to disposition under securities law (“restricted securities”). Restricted securities are valued pursuant to the valuation procedures noted above. Illiquid securities are those that, because of the absence of a readily available market or due to legal or contractual restrictions on resale, cannot be sold within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the investment. Therefore, the Fund may find it difficult to sell illiquid securities at the time considered most advantageous by its Subadviser and may incur expenses that would not be incurred in the sale of securities that were freely marketable. Certain securities that would otherwise be considered illiquid because of legal restrictions on resale to the general public may be

Prudential Short Duration Muni High Income Fund 35

Notes to Financial Statements (unaudited) (continued)

traded among qualified institutional buyers under Rule 144A of the Securities Act of 1933. These Rule 144A securities, as well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act, may be deemed liquid by the Fund’s Subadviser under the guidelines adopted by the Directors of the Fund. However, the liquidity of the Fund’s investments in Rule 144A securities could be impaired if trading does not develop or declines.

Concentration of Risk: The ability of debt securities issuers (other than those issued or guaranteed by the U.S. Government) held by the Fund to meet their obligations may be affected by the economic or political developments in a specific industry, region or country.

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. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis. 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 distribution fees which are charged directly to the respective class and transfer agency fees specific to Class Q shares which are charged to that share class) 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.

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.

Custody Fee Credits: The Fund has an arrangement with its custodian bank, whereby uninvested monies earn credits which reduce the fees charged by the custodian. Such custody fee credits, if any, are presented as a reduction of gross expenses in the accompanying Statement of Operations.

Dividends and Distributions: The Fund expects to pay dividends from net investment income monthly 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

36

and gain (loss) are reclassified amongst undistributed net investment income, accumulated net realized gain (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 Trust, on behalf of the Fund, has a management agreement with PGIM Investments. Pursuant to this agreement, PGIM Investments has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. PGIM Investments has entered into a subadvisory agreement with PGIM, Inc., which provides subadvisory services to the Fund through its PGIM Fixed Income unit. The subadvisory agreement provides that PGIM, Inc. will furnish investment advisory services in connection with the management of the Fund. In connection therewith, PGIM, Inc. is obligated to keep certain books and records of the Fund. PGIM Investments pays for the services of PGIM, Inc., 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 PGIM Investments is accrued daily and payable monthly at an annual rate of .55% of the Fund’s average daily net assets up to and including $5 billion, .525% on the next $5 billion of average daily net assets, and .515% of the Fund’s average daily net assets in excess of $10 billion. The management fee rate before any waivers and/or expense reimbursement was .55% for the six months ended September 30, 2017. The effective management fee rate, net of waivers and/or expense reimbursement, was .30%.

PGIM Investments has contractually agreed through July 31, 2018 to limit the net annual operating expenses (exclusive of distribution and service (12b-1) fees, taxes (such as income and foreign withholdings taxes, stamp duty and deferred tax expenses), interest, underlying funds, brokerage, extraordinary and certain other expenses such as dividend, broker charges and interest expense on short sales) of each class of shares of the Fund to .60% of the Fund’s average daily net assets. Expenses waived/reimbursed by the Manager in accordance with this agreement 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 Trust, on behalf of the Fund has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”) who acts as the distributor of the Class A, Class C, Class Q and Class Z shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A and C shares, pursuant to 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 Q or Class Z shares of the Fund.

Prudential Short Duration Muni High Income Fund 37

Notes to Financial Statements (unaudited) (continued)

Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to .25% and 1% of the average daily net assets of the Class A and Class C shares, respectively.

PIMS has advised the Fund that it has received $22,051 in front-end sales charges resulting from sales of Class A shares during the six months ended September 30, 2017. From these fees, PIMS paid such sales charges to affiliated broker-dealers, which in turn paid commissions to sales persons and incurred other distribution costs.

PIMS has advised the Fund that for the six months ended September 30, 2017, it received $172 and $2,667 in contingent deferred sales charges imposed upon redemptions by certain Class A and Class C shareholders, respectively.

PGIM Investments, PGIM, Inc. and PIMS 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 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 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 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. Such transactions are subject to ratification by the Board.

4. Portfolio Securities

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Treasury securities) for the six months ended September 30, 2017, were $59,065,605 and $36,631,954, respectively. For the six months ended September 30, 2017, the Fund purchases and sales transactions under Rule 17a-7, were $1,700,053 and $8,801,822, respectively. There were no realized gain (losses) associated with these 17a-7 transactions during the reporting period.

38

5. Tax Information

The United States federal income tax basis of the investments and the net unrealized appreciation as of September 30, 2017 were as follows:

Tax Basis	$	142,163,229
Gross Unrealized Appreciation		2,152,402
Gross Unrealized Depreciation		(666,990	)
Net Unrealized Appreciation	$	1,485,412

The difference between book basis and tax basis is primarily attributable to the difference in the treatment of accreting market discount for book and tax purposes and wash sales.

For federal income tax purposes, the Fund had for the period ending March 31, 2017 a capital loss carryforward of approximately $33,000 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.

The Fund elected to treat post-October capital losses of approximately $754,000 as having been incurred in the following fiscal year (March 31, 2018).

Management 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. The Fund’s federal, state and local income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

6. Capital

The Fund offers Class A, Class C, Class Q and Class Z shares. Class A shares are sold with a maximum front-end sales charge of 3.25%. 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. Class C shares are sold with a CDSC of 1% on sales of shares made within 12 months of purchase. A special exchange privilege is also available for shareholders who qualify to purchase Class A shares at net asset value. Class Q and Class Z shares are not subject to any sales or redemption charge and are offered 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 beneficial interest.

The Trust has authorized an unlimited number of shares of beneficial interest at $.001 par value per share.

As of September 30, 2017, Prudential owned 994 shares of Class Q of the Fund.

Prudential Short Duration Muni High Income Fund 39

Notes to Financial Statements (unaudited) (continued)

At reporting period end, five shareholders of record held 81% of the Fund’s outstanding shares on behalf of multiple beneficial owners.

Transactions in shares of beneficial interest were as follows:

Class A	Shares			Amount
Six months ended September 30, 2017:
Shares sold		242,121		$	2,461,032
Shares issued in reinvestment of dividends and distributions		27,570			280,384
Shares reacquired		(603,847	)		(6,166,205	)
Net increase (decrease) in shares outstanding before conversion		(334,156	)		(3,424,789	)
Shares issued upon conversion from other share class(es)		2,763			28,053
Shares reacquired upon conversion into other share class(es)		(240,583	)		(2,456,423	)
Net increase (decrease) in shares outstanding		(571,976	)	$	(5,853,159	)
Year ended March 31, 2017:
Shares sold		3,507,919		$	36,045,856
Shares issued in reinvestment of dividends and distributions		65,887			670,297
Shares reacquired		(4,898,635	)		(49,910,553	)
Net increase (decrease) in shares outstanding before conversion		(1,324,829	)		(13,194,400	)
Shares reacquired upon conversion into other share class(es)		(662,387	)		(6,671,325	)
Net increase (decrease) in shares outstanding		(1,987,216	)	$	(19,865,725	)
Class C
Six months ended September 30, 2017:
Shares sold		374,631		$	3,795,786
Shares issued in reinvestment of dividends and distributions		7,023			71,363
Shares reacquired		(324,581	)		(3,292,579	)
Net increase (decrease) in shares outstanding before conversion		57,073			574,570
Shares reacquired upon conversion into other share class(es)		(63,984	)		(650,286	)
Net increase (decrease) in shares outstanding		(6,911	)	$	(75,716	)
Year ended March 31, 2017:
Shares sold		847,561		$	8,654,619
Shares issued in reinvestment of dividends and distributions		14,682			149,225
Shares reacquired		(740,903	)		(7,478,261	)
Net increase (decrease) in shares outstanding before conversion		121,340			1,325,583
Shares reacquired upon conversion into other share class(es)		(51,795	)		(529,971	)
Net increase (decrease) in shares outstanding		69,545		$	795,612
Class Q
Period ended September 30, 2017*:
Shares sold		986		$	10,000
Shares issued in reinvestment of dividends and distributions		8			81
Net increase (decrease) in shares outstanding		994		$	10,081

40

Class Z	Shares			Amount
Six months ended September 30, 2017:
Shares sold		3,507,443		$	35,790,886
Shares issued in reinvestment of dividends and distributions		38,385			390,363
Shares reacquired		(1,065,420	)		(10,829,047	)
Net increase (decrease) in shares outstanding before conversion		2,480,408			25,352,202
Shares issued upon conversion from other share class(es)		301,798			3,078,656
Net increase (decrease) in shares outstanding		2,782,206		$	28,430,858
Year ended March 31, 2017:
Shares sold		5,770,326		$	58,890,235
Shares issued in reinvestment of dividends and distributions		84,897			865,442
Shares reacquired		(7,191,294	)		(72,735,979	)
Net increase (decrease) in shares outstanding before conversion		(1,336,071	)		(12,980,302	)
Shares issued upon conversion from other share class(es)		714,416			7,201,296
Net increase (decrease) in shares outstanding		(621,655	)	$	(5,779,006	)

* Commencement of offering was May 25, 2017.

7. Borrowings

The Trust, 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 SCA provides for a commitment of $900 million for the period October 6, 2016 through October 5, 2017. The Funds pay an annualized commitment fee of .15% of the unused portion of the SCA. The Fund’s portion of the commitment fee for the unused amount, allocated based upon a method approved by the Board, is accrued daily and paid quarterly.

Subsequent to the reporting period end, the SCA has been renewed effective October 5, 2017 and will continue to provide a commitment of $900 million through October 4, 2018. The commitment fee paid by the Funds will continue to be .15% of the unused portion of the SCA. The interest on borrowings under the SCAs is paid monthly and at a per annum interest rate based upon a contractual spread plus the higher of (1) the effective federal funds rate, (2) the 1-month LIBOR rate or (3) zero percent.

Other 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 period ended September 30, 2017.

Prudential Short Duration Muni High Income Fund 41

Notes to Financial Statements (unaudited) (continued)

8. Recent Accounting Pronouncements and Reporting Updates

In October 2016, the Securities and Exchange Commission (“SEC”) adopted new forms, rules and rule amendments intended to modernize and enhance the reporting and disclosure of information by registered investment companies and to improve the quality of information that registered investment companies provide to investors. Among the new reporting and disclosure requirements, the SEC would require registered investment companies to establish a liquidity risk management program and to file a new monthly Form N-PORT that provides more detailed information about fund holdings and their liquidity. In addition, the SEC is adopting new Form N-CEN which will require registered investment companies to annually report certain census-type information. The compliance dates are generally June 1, 2018 and December 1, 2018. Management is currently evaluating the impact to the funds.

9. Other

At the Trust’s Board meeting in March 2017, the Board approved a change in the methodology of allocating certain expenses, such as Transfer Agent fees (including sub-transfer agent and networking fees) and Blue Sky fees. PGIM Investments will implement the changes effective January 1, 2018.

42

Financial Highlights (unaudited)

Class A Shares
	Six Months Ended September 30, 2017(f)			Year Ended March 31,						May 29, 2014(b) through March 31, 2015
				2017(f)			2016(f)
Per Share Operating Performance:
Net Asset Value, Beginning of Period		$10.03			$10.26			$10.17			$10.00
Income (loss) from investment operations:
Net investment income (loss)		.11			.21			.21			.17
Net realized and unrealized gain (loss) on investments		.17			(.23	)		.10			.17
Total from investment operations		.28			(.02	)		.31			.34
Less Dividends and Distributions:
Dividends from net investment income		(.10	)		(.21	)		(.21	)		(.17	)
Distributions from net realized gains		-			-			(.01	)		-	(c)
Total dividends and distributions		(.10	)		(.21	)		(.22	)		(.17	)
Net Asset Value, end of period		$10.21			$10.03			$10.26			$10.17
Total Return(a):		2.83%			(.23)%			3.07%			3.43%
Ratios/Supplemental Data:
Net assets, end of period (000)		$35,876			$40,966			$62,314			$9,062
Average net assets (000)		$40,398			$58,677			$32,591			$5,344
Ratios to average net assets:
Expenses after waivers and/or expense reimbursement		.85%	(d)		.85%			.85%			.85%	(d)
Expenses before waivers and/or expense reimbursement		1.10%	(d)		1.06%			1.11%			1.40%	(d)
Net investment income (loss)		2.11%	(d)		2.07%			2.10%			2.21%	(d)
Portfolio turnover rate		29%	(e)		70%			19%			31%	(e)

(a) 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 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.

(b) Commencement of operations.

(c) Less than $.005.

(d) Annualized.

(e) Not annualized.

(f) Calculated based on average shares outstanding during the period.

See Notes to Financial Statements.

Prudential Short Duration Muni High Income Fund 43

Financial Highlights (unaudited) (continued)

Class C Shares
	Six Months Ended September 30, 2017(f)			Year Ended March 31,						May 29, 2014(b) through March 31, 2015
				2017(f)			2016(f)
Per Share Operating Performance:
Net Asset Value, Beginning of Period		$10.02			$10.25			$10.16			$10.00
Income (loss) from investment operations:
Net investment income (loss)		.07			.14			.14			.11
Net realized and unrealized gain (loss) on investments		.17			(.24	)		.10			.15
Total from investment operations		.24			(.10	)		.24			.26
Less Dividends and Distributions:
Dividends from net investment income		(.06	)		(.13	)		(.14	)		(.10	)
Distributions from net realized gains		-			-			(.01	)		-	(c)
Total dividends and distributions		(.06	)		(.13	)		(.15	)		(.10	)
Net Asset Value, end of period		$10.20			$10.02			$10.25			$10.16
Total Return(a):		2.45%			(.98)%			2.30%			2.69%
Ratios/Supplemental Data:
Net assets, end of period (000)		$21,556			$21,240			$21,023			$11,962
Average net assets (000)		$21,772			$22,803			$15,743			$5,073
Ratios to average net assets:
Expenses after waivers and/or expense reimbursement		1.60%	(d)		1.60%			1.60%			1.60%	(d)
Expenses before waivers and/or expense reimbursement		1.85%	(d)		1.81%			1.86%			2.19%	(d)
Net investment income (loss)		1.36%	(d)		1.33%			1.39%			1.43%	(d)
Portfolio turnover rate		29%	(e)		70%			19%			31%	(e)

(a) 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 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.

(b) Commencement of operations.

(c) Less than $.005.

(d) Annualized.

(e) Not annualized.

(f) Calculated based on average shares outstanding during the period.

See Notes to Financial Statements.

44

Class Q Shares
	May 25, 2017(a) through September 30, 2017
Per Share Operating Performance(b):
Net Asset Value, Beginning of Period		$10.14
Income (loss) from investment operations:
Net investment income (loss)		.09
Net realized and unrealized gain (loss) on investments		.05
Total from investment operations		.14
Less Dividends and Distributions:
Dividends from net investment income		(.08	)
Net asset value, end of period		$10.20
Total Return(c)		1.40%
Ratios/Supplemental Data:
Net assets, end of period (000)		$10
Average net assets (000)		$10
Ratios to average net assets:
Expenses after waivers and/or expense reimbursement		.60%	(d)
Expenses before waivers and/or expense reimbursement		.75%	(d)
Net investment income (loss)		2.40%	(d)
Portfolio turnover rate		29%	(e)

(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) Annualized.

(e) Not annualized.

See Notes to Financial Statements.

Prudential Short Duration Muni High Income Fund 45

Financial Highlights (unaudited) (continued)

Class Z Shares
	Six Months Ended September 30, 2017(f)			Year Ended March 31,						May 29, 2014(b) through March 31, 2015
				2017(f)			2016(f)
Per Share Operating Performance:
Net Asset Value, Beginning of Period		$10.02			$10.26			$10.17			$10.00
Income (loss) from investment operations:
Net investment income (loss)		.12			.24			.24			.19
Net realized and unrealized gain (loss) on investments		.18			(.25	)		.10			.17
Total from investment operations		.30			(.01	)		.34			.36
Less Dividends and Distributions:
Dividends from net investment income		(.12	)		(.23	)		(.24	)		(.19	)
Distributions from net realized gains		-			-			(.01	)		-	(c)
Total dividends and distributions		(.12	)		(.23	)		(.25	)		(.19	)
Net Asset Value, end of period		$10.20			$10.02			$10.26			$10.17
Total Return(a):		2.96%			(0.08)%			3.33%			3.65%
Ratios/Supplemental Data:
Net assets, end of period (000)		$86,804			$57,368			$65,093			$48,254
Average net assets (000)		$65,057			$67,197			$54,951			$38,695
Ratios to average net assets:
Expenses after waivers and/or expense reimbursement		.60%	(d)		.60%			.60%			.60%	(d)
Expenses before waivers and/or expense reimbursement		.85%	(d)		.81%			.86%			1.23%	(d)
Net investment income (loss)		2.37%	(d)		2.33%			2.39%			2.36%	(d)
Portfolio turnover rate		29%	(e)		70%			19%			31%	(e)

(a) 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.

(b) Commencement of operations.

(c) Less than $.005.

(d) Annualized.

(e) Not annualized.

(f) Calculated based on average shares outstanding during the period.

See Notes to Financial Statements.

46

Approval of Advisory Agreements (unaudited)

The Fund’s Board of Trustees

The Board of Trustees (the “Board”) of Prudential Short Duration Muni High Income Fund¹ (the “Fund”) consists of twelve 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 Trustees”). The Board is responsible for the oversight of the Fund and its operations, and performs the various duties imposed on the Trustees of investment companies by the 1940 Act. The Independent Trustees have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Trustee. 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 Trustees.

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 PGIM, Inc. (“PGIM”), which provides subadvisory services to the Fund through its PGIM Fixed Income unit. In considering the renewal of the agreements, the Board, including all of the Independent Trustees,² met on June 6-8, 2017 and approved the renewal of the agreements through July 31, 2018, 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 PGIM. 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 Trustees 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 Trustees 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 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 June 6-8, 2017.

¹  Prudential Short Duration Muni High Income Fund is a series of Prudential Investment Portfolios 12.

²  Barry H. Evans and Laurie Simon Hodrick joined the Board effective as of September 1, 2017. Neither Mr. Evans nor Ms. Hodrick participated in the consideration of the renewal of the Fund’s advisory agreements.

Prudential Short Duration Muni High Income Fund

Approval of Advisory Agreements (continued)

The Trustees 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 PGIM, which serves as the Fund’s subadviser through its PGIM Fixed Income unit 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 Trustees considered relevant in the exercise of their business judgment.

The material factors and conclusions that formed the basis for the Trustees’ 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 PGIM Fixed Income. 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. 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 Trustees of the Fund who are part of Fund management. The Board also considered the investment subadvisory services provided by PGIM Fixed Income, as well as adherence to the Fund’s investment restrictions and compliance with applicable Fund policies and procedures.

The Board considered the qualifications, backgrounds and responsibilities of PGIM Investments’ senior management responsible for the oversight of the Fund and PGIM, and also considered the qualifications, backgrounds and responsibilities of PGIM Fixed Income’s 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 PGIM Fixed Income’s organizational structure, senior management, investment operations, and other relevant information pertaining to both PGIM Investments and PGIM Fixed Income. The Board also noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer (“CCO”) as to both PGIM Investments and PGIM Fixed Income. The Board noted that PGIM Fixed Income is affiliated with PGIM Investments. 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.

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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 PGIM Fixed Income, and that there was a reasonable basis on which to conclude that the Fund benefits from the services provided by PGIM Investments and PGIM Fixed Income 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. However, the Board considered that the cost of services provided by PGIM Investments during the year ended December 31, 2016 exceeded the management fees paid by PGIM Investments, resulting in an operating loss to PGIM Investments. The Board further noted that the subadviser is affiliated with PGIM Investments and that its profitability is reflected in PGIM Investments’ profitability report. 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, but that at its current level of assets the Fund does not realize the effect of those rate reductions. The Board took note that the Fund’s fee structure currently results in benefits to Fund shareholders whether or not PGIM Investments realizes any economies of scale. The Board noted that economies of scale, if any, may be shared with the Fund in several 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 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.

Prudential Short Duration Muni High Income Fund

Approval of Advisory Agreements (continued)

Other Benefits to PGIM Investments and PGIM Fixed Income

The Board considered potential ancillary benefits that might be received by PGIM Investments and PGIM Fixed Income 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), as well as benefits to its reputation or other intangible benefits resulting from PGIM Investments’ association with the Fund. The Board concluded that the potential benefits to be derived by PGIM Fixed Income included the 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 PGIM Fixed Income 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 specific factors and made related conclusions relating to the historical performance of the Fund for the one-year period ended December 31, 2016. The Board considered that the Fund commenced operations on May 29, 2014 and that longer-term performance was not yet available.

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 March 31, 2016. 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 (the Lipper High Yield Municipal Debt Funds Performance Universe), which was used to consider performance, and the mutual funds included in the Peer Group, which was used to consider fees and expenses, were objectively determined by Broadridge, an independent provider of mutual fund data. The comparisons placed the Fund in various quartiles, 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 gross performance comparisons (which do not reflect the impact on performance of

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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.

Performance	1 Year	3 Years	5 Years	10 Years
	4th Quartile	N/A	N/A	N/A
Actual Management Fees: 1st Quartile
Net Total Expenses: 1st Quartile

• The Board noted that the Fund outperformed its benchmark index over the one-year period.

• The Board noted that the Fund does not yet have a three-year performance record and that, therefore, the subadviser should have more time to develop that record.

• The Board and PGIM Investments agreed to continue the Fund’s existing expense cap, which caps the Fund’s annual operating expenses at 0.60% (exclusive of 12b-1 and certain other fees), through July 31, 2018.

• 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 allow the Fund to create a performance record 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.

Prudential Short Duration Muni High Income Fund

∎   MAIL	∎   TELEPHONE	∎   WEBSITE
655 Broad Street Newark, NJ 07102	(800) 225-1852	www.pgiminvestments.com

PROXY VOTING

The Board of Trustees of the Fund has delegated to the Fund’s investment 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.

TRUSTEES

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 • Richard A. Redeker • Stephen G. Stoneburn • Grace C. Torres

OFFICERS

Stuart S. Parker, President • Scott E. Benjamin, Vice President • M. Sadiq Peshimam, Treasurer and Principal Financial and Accounting Officer • Raymond A. O’Hara, Chief Legal Officer • Deborah A. Docs, Secretary • Chad A. Earnst, Chief Compliance Officer • Charles H. Smith, Anti-Money Laundering Compliance Officer • Jonathan D. Shain, Assistant Secretary • Claudia DiGiacomo, Assistant Secretary • Andrew R. French, Assistant Secretary • Peter Parrella, Assistant Treasurer • Lana Lomuti, Assistant Treasurer • Linda McMullin, Assistant Treasurer • Kelly A. Coyne, Assistant Treasurer

MANAGER	PGIM Investments LLC	655 Broad Street Newark, NJ 07102
INVESTMENT SUBADVISER	PGIM Fixed Income	655 Broad Street Newark, NJ 07102
DISTRIBUTOR	Prudential Investment Management Services LLC	225 Liberty Street Newark, NJ 07102
CUSTODIAN	The Bank of New York Mellon	One Wall 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 a prospectus and summary prospectus by visiting our website at www.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 www.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 TRUSTEES

Shareholders can communicate directly with the Board of Trustees by writing to the Chair of the Board, Prudential Short Duration Muni High Income Fund, PGIM Investments, Attn: Board of Trustees, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Trustee by writing to the same address. Communications are not screened before being delivered to the addressee.

AVAILABILITY OF PORTFOLIO SCHEDULE

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation and location of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund’s schedule of portfolio holdings is also available on the Fund’s website as of the end of each month.

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

PRUDENTIAL SHORT DURATION MUNI HIGH INCOME FUND

SHARE CLASS	A	C	Q	Z
NASDAQ	PDSAX	PDSCX	PDSQX	PDSZX
CUSIP	744336835	744336827	744336744	744336819

MF222E2    

     PRUDENTIAL QMA LARGE-CAP CORE EQUITY PLUS FUND

SEMIANNUAL REPORT

SEPTEMBER 30, 2017

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

Objective: Long-term capital appreciation

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.

The accompanying financial statements as of September 30, 2017 were not audited and, accordingly, no auditor’s opinion is expressed on them.

Mutual funds are distributed by Prudential Investment Management Services LLC, a Prudential Financial company and member SIPC. QMA is the primary business name of Quantitative Management Associates LLC, a wholly owned subsidiary of PGIM, Inc. (PGIM), a Prudential Financial company. ^© 2017 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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PRUDENTIAL FUNDS — UPDATE

Effective on or about June 1, 2018 (the “Effective Date”), the Fund’s Class A, Class C, Class R, and Class Z shares, as applicable, will be closed to investments by new group retirement plans, except as discussed below. Existing group retirement plans as of the Effective Date may keep their investments in their current share class and may continue to make additional purchases or exchanges of that class of shares. As of the Effective Date, all new group retirement plans wishing to add the Fund as a new addition to the plan generally will be into one of the available Class Q shares, Class R2 shares, or Class R4 shares of the Fund.

In addition, on or about the Effective Date, the Class R shares of the Fund will be closed to all new investors, except as discussed below. Due to the closing of the Class R shares to new investors, effective on or about the Effective Date new IRA investors may only purchase Class A, Class C, Class Z, or Class Q shares of the Fund, subject to share class eligibility. Following the Effective Date, no new accounts may be established in the Fund’s Class R shares and no Class R shares may be purchased or acquired by any new Class R shareholder, except as discussed below.

	Class A	Class C	Class Z	Class R
Existing Investors (Group Retirement Plans, IRAs, and all other investors)	No Change	No Change	No Change	No Change
New Group Retirement Plans	Closed to group retirement plans wishing to add the share classes as new additions to plan menus on or about June 1, 2018, subject to certain exceptions below
New IRAs	No Change	No Change	No Change	Closed to all new investors on or about June 1, 2018, subject to certain exceptions below
All Other New Investors	No Change	No Change	No Change

Prudential QMA Large-Cap Core Equity PLUS Fund

However, the following new investors may continue to purchase Class A, Class C, Class R, and Class Z shares of the Fund, as applicable:

• Eligible group retirement plans who are exercising their one-time 90-day repurchase privilege in the Fund will be permitted to purchase such share classes.

• Plan participants in a group retirement plan that offers Class A, Class C, Class R, or Class Z shares of the Fund as of the Effective Date will be permitted to purchase such share classes of the Fund, even if the plan participant did not own shares of that class of the Fund as of the Effective Date.

• Certain new group retirement plans will be permitted to offer such share classes of the Fund after the Effective Date, provided that the plan has or is actively negotiating a contractual agreement with the Fund’s distributor or service provider to offer such share classes of the Fund prior to or on the Effective Date.

• New group retirement plans that combine with, replace, or are otherwise affiliated with a current plan that invests in such share classes prior to or on the Effective Date will be permitted to purchase such share classes.

The Fund also reserves the right to refuse any purchase order that might disrupt management of the Fund or to otherwise modify the closure policy at any time on a case-by-case basis.

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Letter from the President

Dear Shareholder:

We hope you find the semiannual report for the Prudential QMA Large-Cap Core Equity PLUS Fund informative and useful. The report covers performance for the period since the Fund’s inception on September 19, 2017 through September 30, 2017.

Since market conditions change over time, 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. We’re part of PGIM, a top-10 global investment manager with more than $1 trillion in assets under management. This investment expertise allows 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,

Stuart S. Parker, President

Prudential QMA Large-Cap Core Equity PLUS Fund

November 16, 2017

Prudential QMA Large-Cap Core Equity PLUS Fund 5

Your Fund’s Performance (unaudited)

Performance data quoted represent 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 www.pgiminvestments.com or by calling (800) 225-1852.

	Total Returns as of 9/30/17 (without sales charges)
	Since Inception* (%)
Class A	0.40 (9/19/17)
Class C	0.40 (9/19/17)
Class Q	0.50 (9/19/17)
Class Z	0.50 (9/19/17)
S&P 500 Index	N/A (9/19/17)
Lipper Alternative Active Extension Funds Average	N/A (9/19/17)

*Not annualized

Source: PGIM Investments LLC and Lipper Inc.

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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 C*	Class Q	Class Z*
Maximum initial sales charge	5.50% of the public offering price	None	None	None
Contingent deferred sales charge (CDSC) (as a percentage of the lower of original purchase price or net asset value at redemption)	1% on sales of $1 million or more made within 12 months of purchase	1% on sales made within 12 months of purchase	None	None
Annual distribution and service (12b-1) fees (shown as a percentage of average daily net assets)	0.30% (0.25% currently)	1%	None	None

*Certain share classes will be generally closed to investments by new group retirement plans effective on or about June 1, 2018. Please see the “PRUDENTIAL FUNDS—UPDATE” in the front of this report for more information.

Benchmark Definitions

S&P 500 Index—The Standard & Poor’s 500 Composite Stock Price Index (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.

Lipper Alternative Active Extension Funds Average—The Lipper Alternative Active Extension Funds Average (Lipper Average) is based on an average return of all funds in the Lipper Alternative Active Extension Funds universe for the periods noted. Funds in the Lipper Alternative Long/Short Equity Funds universe employ portfolio strategies combining long holdings of equities with short sales of equity, equity options, or equity index options.

Investors cannot invest directly in an index or average.

Prudential QMA Large-Cap Core Equity PLUS Fund 7

Your Fund’s Performance (continued)

Presentation of Fund Holdings

Five Largest Holdings—Long Positions* expressed as a percentage of net assets as of 9/30/17 (%)
Apple, Inc., Technology Hardware, Storage & Peripherals	2.9
Facebook, Inc., (Class A Stock), Internet Software & Services	2.4
JPMorgan Chase & Co., Banks	2.0
Microsoft Corp., Software	1.9
Alphabet, Inc., (Class C Stock), Internet Software & Services	1.8

Holdings reflect only long-term investments and are subject to change.

Five Largest Holdings—Short Positions** expressed as a percentage of net assets as of 9/30/17 (%)
Puma Biotechnology, Inc., Biotechnology	(0.6)
XPO Logistics, Inc., Air Freight & Logistics	(0.5)
Spark Therapeutics, Inc., Biotechnology	(0.5)
Summit Materials, Inc., Construction Materials	(0.5)
First Republic Bank, Banks	(0.5)

Five Largest Industries expressed as a percentage of net assets as of 9/30/17 (%)
Banks	7.2
Software	5.7
Oil, Gas & Consumable Fuels	5.2
Internet Software & Services	4.9
Semiconductors & Semiconductor Equipment	4.5

Industry weightings reflect only long-term investments and are subject to change.

*A long position is defined as buying shares of stock with the expectation of profiting when the share price appreciates.

**A short position is defined as borrowing shares and then selling those shares with the expectation of profiting when the share price depreciates and those shares can be bought back at a cheaper price. Short positions in the Fund are expressed as a negative percentage of net assets.

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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 since inception through September 30, 2017. 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 Prudential 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 and the impact of these fees on your ending account value, as these additional

Prudential QMA Large-Cap Core Equity PLUS Fund 9

Fees and Expenses (continued)

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.

Prudential  QMA Large-Cap Core Equity PLUS Fund		Beginning  Account Value April 1, 2017		Ending  Account Value September 30, 2017		Annualized Expense Ratio Based on the Six-Month Period			Expenses  Paid During the Six-Month Period*
Class A	Actual**	$	1,000.00	$	1,004.00		1.67	%	$	0.55
	Hypothetical	$	1,000.00	$	1,016.70		1.67	%	$	8.44
Class C	Actual**	$	1,000.00	$	1,004.00		2.42	%	$	0.80
	Hypothetical	$	1,000.00	$	1,012.94		2.42	%	$	12.21
Class Q	Actual**	$	1,000.00	$	1,005.00		1.42	%	$	0.47
	Hypothetical	$	1,000.00	$	1,017.95		1.42	%	$	7.18
Class Z	Actual**	$	1,000.00	$	1,005.00		1.42	%	$	0.47
	Hypothetical	$	1,000.00	$	1,017.95		1.42	%	$	7.18

*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 183 days in the six-month period ended September 30, 2017, and divided by the 365 days in the Fund’s fiscal year ending March 31, 2018 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.

**“Actual” expenses are calculated using the 12 day period ended September 30, 2017 due to the Fund’s inception date of September 19, 2017.

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Schedule of Investments (unaudited)

as of September 30, 2017

Description	Shares		Value
LONG-TERM INVESTMENTS    129.5%
COMMON STOCKS    129.3%
Aerospace & Defense    3.1%
Ducommun, Inc.*		2,400	$	76,920
L3 Technologies, Inc.		550		103,637
Lockheed Martin Corp.(u)		550		170,659
Northrop Grumman Corp.		520		149,614
Raytheon Co.		420		78,364
Spirit AeroSystems Holdings, Inc., (Class A Stock)		600		46,632
				625,826
Air Freight & Logistics    0.9%
United Parcel Service, Inc., (Class B Stock)(u)		1,480		177,733
Airlines    0.5%
Hawaiian Holdings, Inc.*		2,500		93,875
Auto Components    0.8%
BorgWarner, Inc.		2,200		112,706
Delphi Automotive PLC		580		57,072
				169,778
Automobiles    0.8%
General Motors Co.		3,800		153,444
Banks    7.8%
Bank of America Corp.(u)		13,100		331,954
Citigroup, Inc.(u)		3,900		283,686
Comerica, Inc.		1,600		122,016
JPMorgan Chase & Co.(u)		4,300		410,693
SunTrust Banks, Inc.		2,200		131,494
U.S. Bancorp		2,800		150,052
Wells Fargo & Co.		2,500		137,875
				1,567,770
Beverages    2.7%
Coca-Cola Co. (The)(u)		5,700		256,557
Constellation Brands, Inc., (Class A Stock)		210		41,885
PepsiCo, Inc.(u)		2,180		242,917
				541,359
Biotechnology    5.8%
AbbVie, Inc.(u)		2,600		231,036
AMAG Pharmaceuticals, Inc.*		1,300		23,985

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 11

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Biotechnology (cont’d.)
Amgen, Inc.(u)		1,200	$	223,740
Bioverativ, Inc.*		1,800		102,726
Celgene Corp.*(u)		1,410		205,606
Eagle Pharmaceuticals, Inc.*		1,700		101,388
Gilead Sciences, Inc.(u)		2,400		194,448
MiMedx Group, Inc.*		7,300		86,724
				1,169,653
Building Products    0.5%
Builders FirstSource, Inc.*		6,000		107,940
Capital Markets    2.5%
Invesco Ltd.		3,300		115,632
Morgan Stanley		2,900		139,693
S&P Global, Inc.		880		137,553
T. Rowe Price Group, Inc.		1,200		108,780
				501,658
Chemicals    3.1%
Air Products & Chemicals, Inc.		850		128,537
Chemours Co. (The)		1,900		96,159
Ingevity Corp.*		1,700		106,199
Koppers Holdings, Inc.*		2,400		110,760
LyondellBasell Industries NV, (Class A Stock)		1,300		128,765
OMNOVA Solutions, Inc.*		4,500		49,275
				619,695
Commercial Services & Supplies    1.0%
Herman Miller, Inc.		2,800		100,520
Quad/Graphics, Inc.		4,400		99,484
				200,004
Communications Equipment    1.0%
ARRIS International PLC*		3,600		102,564
Juniper Networks, Inc.		3,900		108,537
				211,101
Construction & Engineering    0.9%
EMCOR Group, Inc.		1,200		83,256
Valmont Industries, Inc.		640		101,184
				184,440

See Notes to Financial Statements.

12

Description	Shares		Value
COMMON STOCKS (Continued)
Construction Materials    0.1%
United States Lime & Minerals, Inc.		200	$	16,800
Consumer Finance    0.9%
Capital One Financial Corp.		1,700		143,922
Navient Corp.		3,100		46,562
				190,484
Containers & Packaging    0.6%
Greif, Inc., (Class A Stock)		1,700		99,518
Owens-Illinois, Inc.*		1,200		30,192
				129,710
Distributors    0.4%
LKQ Corp.*		2,200		79,178
Diversified Financial Services    1.3%
Berkshire Hathaway, Inc., (Class B Stock)*(u)		1,200		219,984
FNFV Group*		2,100		36,015
				255,999
Diversified Telecommunication Services    1.8%
AT&T, Inc.(u)		8,300		325,111
Verizon Communications, Inc.		700		34,643
				359,754
Electric Utilities    2.1%
Exelon Corp.		3,500		131,845
NextEra Energy, Inc.		1,100		161,205
PPL Corp.		3,200		121,440
				414,490
Electrical Equipment    0.8%
Acuity Brands, Inc.		260		44,533
AMETEK, Inc.		1,700		112,268
				156,801
Electronic Equipment, Instruments & Components    1.4%
Avnet, Inc.		2,600		102,180
Benchmark Electronics, Inc.*		300		10,245
IPG Photonics Corp.*		450		83,277
Jabil Inc.		3,200		91,360
				287,062

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 13

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Energy Equipment & Services    0.4%
Halliburton Co.		1,300	$	59,839
Schlumberger Ltd.		300		20,928
				80,767
Equity Real Estate Investment Trusts (REITs)    4.1%
American Tower Corp.		1,050		143,514
Chesapeake Lodging Trust		1,900		51,243
DDR Corp.		10,100		92,516
Franklin Street Properties Corp.		9,900		105,138
HCP, Inc.		1,300		36,179
Hospitality Properties Trust		3,500		99,715
Prologis, Inc.		2,000		126,920
Spirit Realty Capital, Inc.		5,000		42,850
Weyerhaeuser Co.		3,700		125,911
				823,986
Food & Staples Retailing    1.0%
CVS Health Corp.		1,300		105,716
Performance Food Group Co.*		3,500		98,875
				204,591
Food Products    1.9%
Archer-Daniels-Midland Co.		2,800		119,028
Lamb Weston Holdings, Inc.		700		32,823
Pilgrim’s Pride Corp.*		3,400		96,594
Sanderson Farms, Inc.		60		9,691
Tyson Foods, Inc., (Class A Stock)		1,700		119,765
				377,901
Health Care Equipment & Supplies    5.6%
Abbott Laboratories		2,900		154,744
Baxter International, Inc.		2,000		125,500
Becton Dickinson & Co.		710		139,125
Boston Scientific Corp.*		4,700		137,099
Danaher Corp.		1,700		145,826
Hologic, Inc.*		2,900		106,401
Medtronic PLC(u)		2,400		186,648
Meridian Bioscience, Inc.		6,800		97,240
STERIS PLC		500		44,200
				1,136,783

See Notes to Financial Statements.

14

Description	Shares		Value
COMMON STOCKS (Continued)
Health Care Providers & Services    4.8%
Aetna, Inc.		920	$	146,289
Anthem, Inc.		770		146,208
Centene Corp.*		1,200		116,124
Express Scripts Holding Co.*		2,100		132,972
Humana, Inc.		530		129,124
McKesson Corp.		120		18,433
UnitedHealth Group, Inc.(u)		1,390		272,231
				961,381
Health Care Technology    0.5%
Cotiviti Holdings, Inc.*		2,900		104,342
Hotels, Restaurants & Leisure    3.6%
Carnival Corp.		1,900		122,683
Hilton Grand Vacations, Inc.*		2,700		104,301
Hilton Worldwide Holdings, Inc.		1,100		76,395
Las Vegas Sands Corp.		1,600		102,656
McDonald’s Corp.(u)		1,380		216,218
Yum China Holdings, Inc.*		2,600		103,922
				726,175
Household Durables    0.4%
New Home Co., Inc. (The)*		3,100		34,596
NVR, Inc.*		17		48,535
				83,131
Household Products    1.0%
Kimberly-Clark Corp.		1,140		134,155
Procter & Gamble Co. (The)		800		72,784
				206,939
Independent Power & Renewable Electricity Producers    1.1%
AES Corp.		9,400		103,588
NRG Energy, Inc.		4,400		112,596
				216,184
Industrial Conglomerates    1.4%
General Electric Co.		3,600		87,048
Honeywell International, Inc.(u)		1,420		201,271
				288,319

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 15

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Insurance    3.1%
Aflac, Inc.		800	$	65,112
Allstate Corp. (The)		1,400		128,674
American International Group, Inc.		2,500		153,475
Genworth Financial, Inc., (Class A Stock)*		15,300		58,905
National General Holdings Corp.		5,600		107,016
Unum Group		2,200		112,486
				625,668
Internet & Direct Marketing Retail    1.9%
1-800-Flowers.com, Inc., (Class A Stock)*		4,700		46,295
Amazon.com, Inc.*(u)		210		201,884
FTD Cos., Inc.*		2,600		33,904
Nutrisystem, Inc.		1,900		106,210
				388,293
Internet Software & Services    6.5%
Alphabet, Inc.,
(Class A Stock)*(u)		270		262,904
(Class C Stock)*(u)		380		364,462
Etsy, Inc.*		5,800		97,904
Facebook, Inc., (Class A Stock)*(u)		2,770		473,310
VeriSign, Inc.*		200		21,278
XO Group, Inc.*		4,100		80,647
				1,300,505
IT Services    4.6%
Accenture PLC, (Class A Stock)(u)		1,290		174,240
Cognizant Technology Solutions Corp., (Class A Stock)		1,900		137,826
CSRA, Inc.		3,300		106,491
DST Systems, Inc.		1,900		104,272
First Data Corp., (Class A Stock)*		5,500		99,220
Total System Services, Inc.		500		32,750
Visa, Inc., (Class A Stock)(u)		2,640		277,834
				932,633
Life Sciences Tools & Services    0.4%
Thermo Fisher Scientific, Inc.		440		83,248
Machinery    3.6%
Caterpillar, Inc.(u)		1,340		167,111
Cummins, Inc.		740		124,342
Fortive Corp.		1,400		99,106

See Notes to Financial Statements.

16

Description	Shares		Value
COMMON STOCKS (Continued)
Machinery (cont’d.)
Global Brass & Copper Holdings, Inc.		3,100	$	104,780
Illinois Tool Works, Inc.		110		16,276
Mueller Industries, Inc.		3,000		104,850
Oshkosh Corp.		1,300		107,302
				723,767
Media    2.4%
Comcast Corp., (Class A Stock)		3,100		119,288
Discovery Communications, Inc., (Class C Stock)*		5,100		103,326
Saga Communications, Inc., (Class A Stock)		400		18,240
Sinclair Broadcast Group, Inc., (Class A Stock)		3,500		112,175
TEGNA, Inc.		8,100		107,973
Twenty-First Century Fox, Inc., (Class A Stock)		1,000		26,380
				487,382
Metals & Mining    1.5%
Alcoa Corp.*		1,900		88,578
Freeport-McMoRan, Inc.*		8,300		116,532
Steel Dynamics, Inc.		2,900		99,963
				305,073
Mortgage Real Estate Investment Trusts (REITs)    0.5%
Western Asset Mortgage Capital Corp.		9,400		98,418
Multi-Utilities    0.9%
NiSource, Inc.		3,800		97,242
SCANA Corp.		1,800		87,282
				184,524
Multiline Retail    0.9%
Kohl’s Corp.		1,600		73,040
Macy’s, Inc.		4,800		104,736
				177,776
Multi-Utilities    0.5%
MDU Resources Group, Inc.		3,600		93,420
Oil, Gas & Consumable Fuels    6.1%
Chevron Corp.		1,030		121,025
CONSOL Energy, Inc.*		6,300		106,722
CVR Energy, Inc.		1,200		31,080
Devon Energy Corp.		1,000		36,710

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 17

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Oil, Gas & Consumable Fuels (cont’d.)
Exxon Mobil Corp.(u)		3,900	$	319,722
Kinder Morgan, Inc.		6,900		132,342
Marathon Petroleum Corp.		2,300		128,984
Newfield Exploration Co.*		3,800		112,746
Par Pacific Holdings, Inc.*		5,000		104,000
Valero Energy Corp.		1,800		138,474
				1,231,805
Paper & Forest Products    0.5%
Louisiana-Pacific Corp.*		3,600		97,488
Personal Products    0.3%
Estee Lauder Cos., Inc. (The), (Class A Stock)		470		50,685
Pharmaceuticals    4.3%
Allergan PLC		750		153,712
Corcept Therapeutics, Inc.*		5,400		104,220
Endo International PLC*		11,000		94,215
Johnson & Johnson(u)		2,070		269,121
Mallinckrodt PLC*		2,900		108,373
Merck & Co., Inc.		1,400		89,642
Pfizer, Inc.		1,300		46,410
				865,693
Professional Services    0.5%
Insperity, Inc.		1,200		105,600
Real Estate Management & Development    1.0%
CBRE Group, Inc., (Class A Stock)*		3,000		113,640
RMR Group, Inc. (The), (Class A Stock)		1,700		87,295
				200,935
Road & Rail    0.9%
Norfolk Southern Corp.		1,040		137,529
Union Pacific Corp.		340		39,430
				176,959
Semiconductors & Semiconductor Equipment    6.0%
Applied Materials, Inc.		2,200		114,598
Broadcom Ltd.(u)		770		186,756
Intel Corp.(u)		7,000		266,560
Lam Research Corp.		710		131,378

See Notes to Financial Statements.

18

Description	Shares		Value
COMMON STOCKS (Continued)
Semiconductors & Semiconductor Equipment (cont’d.)
MKS Instruments, Inc.		1,100	$	103,895
ON Semiconductor Corp.*		4,200		77,574
Skyworks Solutions, Inc.		340		34,646
Synaptics, Inc.*		2,500		97,950
Texas Instruments, Inc.		1,200		107,568
Ultra Clean Holdings, Inc.*		3,000		91,860
				1,212,785
Software    6.8%
Activision Blizzard, Inc.		2,200		141,922
Adobe Systems, Inc.*(u)		1,090		162,606
American Software, Inc., (Class A Stock)		3,300		37,488
Electronic Arts, Inc.*		1,110		131,047
Fortinet, Inc.*		2,600		93,184
Microsoft Corp.(u)		5,100		379,899
Oracle Corp.(u)		4,900		236,915
Progress Software Corp.		500		19,085
salesforce.com, Inc.*(u)		1,700		158,814
				1,360,960
Specialty Retail    1.8%
Bed Bath & Beyond, Inc.		1,800		42,246
Dick’s Sporting Goods, Inc.		3,600		97,236
Genesco, Inc.*		400		10,640
Home Depot, Inc. (The)		140		22,898
Murphy USA, Inc.*		1,500		103,500
Tilly’s, Inc., (Class A Stock)		7,000		83,930
				360,450
Technology Hardware, Storage & Peripherals    3.8%
Apple, Inc.(u)		3,840		591,821
HP, Inc.		2,700		53,892
Western Digital Corp.		1,400		120,960
				766,673
Textiles, Apparel & Luxury Goods    1.3%
Lululemon Athletica, Inc.*		1,700		105,825
Michael Kors Holdings Ltd.*		200		9,570
Skechers U.S.A., Inc., (Class A Stock)*		3,800		95,342
Wolverine World Wide, Inc.		1,600		46,160
				256,897

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 19

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Thrifts & Mortgage Finance    0.5%
Radian Group, Inc.		5,800	$	108,402
Tobacco    1.2%
Altria Group, Inc.(u)		3,400		215,628
Philip Morris International, Inc.		150		16,652
				232,280
Trading Companies & Distributors    0.9%
Fastenal Co.		1,000		45,580
Rush Enterprises, Inc., (Class B Stock)*		700		30,534
Veritiv Corp.*		3,200		104,000
				180,114
TOTAL COMMON STOCKS (cost $25,759,554)				26,033,486
EXCHANGE TRADED FUND    0.2%
SPDR S&P 500 ETF Trust (cost $50,013)		200		50,246
TOTAL LONG-TERM INVESTMENTS (cost $25,809,567)				26,083,732
SHORT-TERM INVESTMENT    0.2%
AFFILIATED MUTUAL FUND
Prudential Investment Portfolios 2 - Prudential Core Ultra Short Bond Fund (cost $34,070)(w)		34,070		34,070
TOTAL INVESTMENTS, BEFORE SECURITIES SOLD SHORT    129.7% (cost $25,843,637)				26,117,802
SECURITIES SOLD SHORT    (30.2)%
COMMON STOCKS
Aerospace & Defense    (0.2)%
Cubic Corp.		900		(45,900	)
Air Freight & Logistics    (0.6)%
Echo Global Logistics, Inc.*		1,000		(18,850	)
XPO Logistics, Inc.*		1,600		(108,448	)
				(127,298	)

See Notes to Financial Statements.

20

Description	Shares		Value
COMMON STOCKS (Continued)
Banks    (0.6)%
First of Long Island Corp. (The)		800	$	(24,360	)
First Republic Bank		1,000		(104,460	)
				(128,820	)
Biotechnology    (2.5)%
Amicus Therapeutics, Inc.*		5,700		(85,956	)
BioCryst Pharmaceuticals, Inc.*		3,400		(17,816	)
Heron Therapeutics, Inc.*		1,900		(30,685	)
Insmed, Inc.*		2,600		(81,146	)
Progenics Pharmaceuticals, Inc.*		2,400		(17,664	)
Puma Biotechnology, Inc.*		950		(113,762	)
Spark Therapeutics, Inc.*		1,200		(106,992	)
Spectrum Pharmaceuticals, Inc.*		2,900		(40,803	)
				(494,824	)
Capital Markets    (0.3)%
Artisan Partners Asset Management, Inc., (Class A Stock)		1,700		(55,420	)
Chemicals    (0.5)%
Axalta Coating Systems Ltd.*		3,400		(98,328	)
Codexis, Inc.*		1,700		(11,305	)
				(109,633	)
Commercial Services & Supplies    (0.3)%
Mobile Mini, Inc.		1,500		(51,675	)
Team, Inc.*		1,000		(13,350	)
				(65,025	)
Communications Equipment    (0.2)%
Ciena Corp.*		1,500		(32,955	)
Construction & Engineering    (0.1)%
NV5 Global, Inc.*		400		(21,860	)
Construction Materials    (0.5)%
Summit Materials, Inc., (Class A Stock)*		3,300		(105,699	)
Diversified Consumer Services    (0.7)%
Chegg, Inc.*		3,700		(54,908	)
ServiceMaster Global Holdings, Inc.*		1,900		(88,787	)
				(143,695	)

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 21

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Diversified Financial Services    (0.4)%
Voya Financial, Inc.		1,900	$	(75,791	)
Diversified Telecommunication Services    (0.2)%
Cogent Communications Holdings, Inc.		700		(34,230	)
Electric Utilities    (0.5)%
ALLETE, Inc.		1,300		(100,477	)
Electrical Equipment    (0.1)%
Thermon Group Holdings, Inc.*		1,100		(19,789	)
Electronic Equipment, Instruments & Components    (0.3)%
FARO Technologies, Inc.*		600		(22,950	)
VeriFone Systems, Inc.*		2,100		(42,588	)
				(65,538	)
Energy Equipment & Services    (0.2)%
NCS Multistage Holdings, Inc.*		1,500		(36,120	)
Equity Real Estate Investment Trusts (REITs)    (1.8)%
CareTrust REIT, Inc.		600		(11,424	)
CubeSmart		3,800		(98,648	)
Education Realty Trust, Inc.		1,300		(46,709	)
Life Storage, Inc.		1,200		(98,172	)
National Storage Affiliates Trust		1,500		(36,360	)
Realty Income Corp.		1,400		(80,066	)
				(371,379	)
Health Care Equipment & Supplies    (1.3)%
AxoGen, Inc.*		1,100		(21,285	)
Entellus Medical, Inc.*		800		(14,768	)
Glaukos Corp.*		1,200		(39,600	)
Invacare Corp.		1,100		(17,325	)
Nevro Corp.*		1,000		(90,880	)
NuVasive, Inc.*		1,700		(94,282	)
Oxford Immunotec Global PLC*		900		(15,120	)
Penumbra, Inc.*		1,100		(99,330	)
Quidel Corp.*		1,200		(52,632	)
				(445,222	)
Health Care Providers & Services    (2.3)%
AAC Holdings, Inc.*		800		(7,944	)
Aceto Corp.		1,000		(11,230	)

See Notes to Financial Statements.

22

Description	Shares		Value
COMMON STOCKS (Continued)
Health Care Providers & Services (cont’d.)
Addus HomeCare Corp.*		400	$	(14,120	)
Capital Senior Living Corp.*		1,000		(12,550	)
Community Health Systems, Inc.*		4,000		(30,720	)
Cross Country Healthcare, Inc.*		1,300		(18,499	)
RadNet, Inc.*		1,600		(18,480	)
Surgery Partners, Inc.*		1,700		(17,595	)
Teladoc, Inc.*		2,000		(66,300	)
Tivity Health, Inc.*		1,400		(57,120	)
US Physical Therapy, Inc.		400		(24,580	)
				(279,138	)
Health Care Technology    (0.1)%
Evolent Health, Inc., (Class A Stock)*		1,500		(26,700	)
Hotels, Restaurants & Leisure    (1.7)%
Belmond Ltd. (United Kingdom), (Class A Stock)*		3,500		(47,775	)
Golden Entertainment, Inc.*		800		(19,504	)
Lindblad Expeditions Holdings, Inc.*		1,600		(17,120	)
Red Lion Hotels Corp.*		800		(6,920	)
Red Rock Resorts, Inc., (Class A Stock)		2,400		(55,584	)
Six Flags Entertainment Corp.		1,700		(103,598	)
Vail Resorts, Inc.		430		(98,092	)
				(348,593	)
Household Durables    (0.2)%
Universal Electronics, Inc.*		500		(31,700	)
Household Products    (0.1)%
Energizer Holdings, Inc.		300		(13,815	)
Independent Power & Renewable Electricity Producers    (0.3)%
Ormat Technologies, Inc.		900		(54,945	)
Insurance    (1.2)%
Arch Capital Group Ltd.*		1,000		(98,500	)
eHealth, Inc.*		600		(14,334	)
Kemper Corp.		300		(15,900	)
White Mountains Insurance Group Ltd.		120		(102,840	)
				(231,574	)
Internet Software & Services    (1.6)%
2U, Inc.*		900		(50,436	)
Box, Inc., (Class A Stock)*		3,700		(71,484	)

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 23

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Internet Software & Services (cont’d.)
ChannelAdvisor Corp.*		900	$	(10,350	)
Cornerstone OnDemand, Inc.*		1,600		(64,976	)
GoDaddy, Inc., (Class A Stock)*		2,200		(95,722	)
Instructure, Inc.*		1,000		(33,150	)
				(326,118	)
IT Services    (1.4)%
Gartner, Inc.*		730		(90,819	)
Vantiv, Inc., (Class A Stock)*		1,400		(98,658	)
WEX, Inc.*		900		(100,998	)
				(290,475	)
Leisure Products    0.0%
Clarus Corp.*		1,000		(7,500	)
Life Sciences Tools & Services    (0.3)%
Bio-Rad Laboratories, Inc., (Class A Stock)*		280		(62,222	)
Machinery    (1.2)%
Actuant Corp., (Class A Stock)		2,100		(53,760	)
CIRCOR International, Inc.		600		(32,658	)
DMC Global, Inc.		500		(8,450	)
Tennant Co.		600		(39,720	)
Wabtec Corp.		1,300		(98,475	)
				(233,063	)
Media    (0.2)%
IMAX Corp.*		2,200		(49,830	)
Metals & Mining    (0.5)%
Allegheny Technologies, Inc.*		3,800		(90,820	)
Haynes International, Inc.		400		(14,364	)
				(105,184	)
Oil, Gas & Consumable Fuels    (0.9)%
Callon Petroleum Co.*		7,000		(78,680	)
Green Plains, Inc.		1,400		(28,210	)
Halcon Resources Corp.*		5,200		(35,360	)
Ring Energy, Inc.*		1,900		(27,531	)
Stone Energy Corp.*		700		(20,342	)
				(190,123	)

See Notes to Financial Statements.

24

Description	Shares		Value
COMMON STOCKS (Continued)
Paper & Forest Products    (0.5)%
Domtar Corp.		2,200	$	(95,458	)
Pharmaceuticals    (0.1)%
ANI Pharmaceuticals, Inc.*		400		(20,996	)
Aratana Therapeutics, Inc.*		1,500		(9,195	)
				(30,191	)
Professional Services    (1.0)%
FTI Consulting, Inc.*		800		(28,384	)
IHS Markit Ltd.*		1,800		(79,344	)
WageWorks, Inc.*		1,400		(84,980	)
				(192,708	)
Real Estate Management & Development    (1.0)%
Howard Hughes Corp. (The)*		840		(99,061	)
Kennedy-Wilson Holdings, Inc.		3,900		(72,345	)
Tejon Ranch Co.*		700		(14,770	)
				(186,176	)
Semiconductors & Semiconductor Equipment    (1.5)%
Inphi Corp.*		1,500		(59,535	)
MACOM Technology Solutions Holdings, Inc.*		2,200		(98,142	)
MaxLinear, Inc.*		2,300		(54,625	)
PDF Solutions, Inc.*		1,100		(17,039	)
Veeco Instruments, Inc.*		1,700		(36,380	)
Xperi Corp.		1,200		(30,360	)
				(296,081	)
Software    (1.1)%
Blackline, Inc.*		1,800		(61,416	)
Ebix, Inc.		900		(58,725	)
Model N, Inc.*		1,000		(14,950	)
Workday, Inc., (Class A Stock)*		750		(79,042	)
				(214,133	)
Specialty Retail    (0.3)%
Monro, Inc.		1,100		(61,655	)

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 25

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Technology Hardware, Storage & Peripherals    (0.4)%
Electronics For Imaging, Inc.*		1,600	$	(68,288	)
USA Technologies, Inc.*		1,700		(10,625	)
				(78,913	)
Tobacco    (0.5)%
Vector Group Ltd.		4,800		(98,256	)
Trading Companies & Distributors    (0.5)%
Beacon Roofing Supply, Inc.*		2,000		(102,500	)
TOTAL SECURITIES SOLD SHORT (proceeds received $5,899,165)				(6,086,726	)
TOTAL INVESTMENTS, NET OF SECURITIES SOLD SHORT    99.5% (cost $19,944,472)				20,031,076
Other assets in excess of liabilities    0.5%				100,180
NET ASSETS    100.0%			$	20,131,256

The following abbreviations are used in the semiannual report:

ETF—Exchange Traded Fund

LIBOR—London Interbank Offered Rate

REIT(s)—Real Estate Investment Trust(s)

SPDR—Standard & Poor’s Depository Receipts

* Non-income producing security.

(u) Represents security, or a portion thereof, segregated as collateral for short sales.

(w) PGIM Investments LLC, the manager of the Fund, also serves as manager of the Prudential Investment Portfolios 2 - Prudential Core Ultra Short Bond Fund.

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.

See Notes to Financial Statements.

26

The following is a summary of the inputs used as of September 30, 2017 in valuing such portfolio securities:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks
Aerospace & Defense	$	625,826	$	—	$	—
Air Freight & Logistics		177,733		—		—
Airlines		93,875		—		—
Auto Components		169,778		—		—
Automobiles		153,444		—		—
Banks		1,567,770		—		—
Beverages		541,359		—		—
Biotechnology		1,169,653		—		—
Building Products		107,940		—		—
Capital Markets		501,658		—		—
Chemicals		619,695		—		—
Commercial Services & Supplies		200,004		—		—
Communications Equipment		211,101		—		—
Construction & Engineering		184,440		—		—
Construction Materials		16,800		—		—
Consumer Finance		190,484		—		—
Containers & Packaging		129,710		—		—
Distributors		79,178		—		—
Diversified Financial Services		255,999		—		—
Diversified Telecommunication Services		359,754		—		—
Electric Utilities		414,490		—		—
Electrical Equipment		156,801		—		—
Electronic Equipment, Instruments & Components		287,062		—		—
Energy Equipment & Services		80,767		—		—
Equity Real Estate Investment Trusts (REITs)		823,986		—		—
Food & Staples Retailing		204,591		—		—
Food Products		377,901		—		—
Health Care Equipment & Supplies		1,136,783		—		—
Health Care Providers & Services		961,381		—		—
Health Care Technology		104,342		—		—
Hotels, Restaurants & Leisure		726,175		—		—
Household Durables		83,131		—		—
Household Products		206,939		—		—
Independent Power & Renewable Electricity Producers		216,184		—		—
Industrial Conglomerates		288,319		—		—
Insurance		625,668		—		—
Internet & Direct Marketing Retail		388,293		—		—
Internet Software & Services		1,300,505		—		—
IT Services		932,633		—		—
Life Sciences Tools & Services		83,248		—		—

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 27

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

	Level 1			Level 2		Level 3
Investments in Securities (continued)
Common Stocks (continued)
Machinery	$	723,767		$	—	$	—
Media		487,382			—		—
Metals & Mining		305,073			—		—
Mortgage Real Estate Investment Trusts (REITs)		98,418			—		—
Multi-Utilities		184,524			—		—
Multiline Retail		177,776			—		—
Multi-Utilities		93,420			—		—
Oil, Gas & Consumable Fuels		1,231,805			—		—
Paper & Forest Products		97,488			—		—
Personal Products		50,685			—		—
Pharmaceuticals		865,693			—		—
Professional Services		105,600			—		—
Real Estate Management & Development		200,935			—		—
Road & Rail		176,959			—		—
Semiconductors & Semiconductor Equipment		1,212,785			—		—
Software		1,360,960			—		—
Specialty Retail		360,450			—		—
Technology Hardware, Storage & Peripherals		766,673			—		—
Textiles, Apparel & Luxury Goods		256,897			—		—
Thrifts & Mortgage Finance		108,402			—		—
Tobacco		232,280			—		—
Trading Companies & Distributors		180,114			—		—
Exchange Traded Fund		50,246			—		—
Affiliated Mutual Fund		34,070			—		—
Common Stocks—Short
Aerospace & Defense		(45,900	)		—		—
Air Freight & Logistics		(127,298	)		—		—
Banks		(128,820	)		—		—
Biotechnology		(494,824	)		—		—
Capital Markets		(55,420	)		—		—
Chemicals		(109,633	)		—		—
Commercial Services & Supplies		(65,025	)		—		—
Communications Equipment		(32,955	)		—		—
Construction & Engineering		(21,860	)		—		—
Construction Materials		(105,699	)		—		—
Diversified Consumer Services		(143,695	)		—		—
Diversified Financial Services		(75,791	)		—		—
Diversified Telecommunication Services		(34,230	)		—		—
Electric Utilities		(100,477	)		—		—
Electrical Equipment		(19,789	)		—		—
Electronic Equipment, Instruments & Components		(65,538	)		—		—
Energy Equipment & Services		(36,120	)		—		—
Equity Real Estate Investment Trusts (REITs)		(371,379	)		—		—

See Notes to Financial Statements.

28

	Level 1			Level 2		Level 3
Investments in Securities (continued)
Common Stocks—Short (continued)
Health Care Equipment & Supplies	$	(445,222	)	$	—	$	—
Health Care Providers & Services		(279,138	)		—		—
Health Care Technology		(26,700	)		—		—
Hotels, Restaurants & Leisure		(348,593	)		—		—
Household Durables		(31,700	)		—		—
Household Products		(13,815	)		—		—
Independent Power & Renewable Electricity Producers		(54,945	)		—		—
Insurance		(231,574	)		—		—
Internet Software & Services		(326,118	)		—		—
IT Services		(290,475	)		—		—
Leisure Products		(7,500	)		—		—
Life Sciences Tools & Services		(62,222	)		—		—
Machinery		(233,063	)		—		—
Media		(49,830	)		—		—
Metals & Mining		(105,184	)		—		—
Oil, Gas & Consumable Fuels		(190,123	)		—		—
Paper & Forest Products		(95,458	)		—		—
Pharmaceuticals		(30,191	)		—		—
Professional Services		(192,708	)		—		—
Real Estate Management & Development		(186,176	)		—		—
Semiconductors & Semiconductor Equipment		(296,081	)		—		—
Software		(214,133	)		—		—
Specialty Retail		(61,655	)		—		—
Technology Hardware, Storage & Peripherals		(78,913	)		—		—
Tobacco		(98,256	)		—		—
Trading Companies & Distributors		(102,500	)		—		—
Total	$	20,031,076		$	—	$	—

During the period, there were no transfers between Level 1, Level 2 and Level 3 to report.

Industry Classification:

The industry classification of investments and other assets in excess of liabilities shown as a percentage of net assets as of September 30, 2017 were as follows:

Banks	7.8	%
Software	6.8
Internet Software & Services	6.5
Oil, Gas & Consumable Fuels	6.1
Semiconductors & Semiconductor Equipment	6.0
Biotechnology	5.8
Health Care Equipment & Supplies	5.6
Health Care Providers & Services	4.8	%
IT Services	4.6
Pharmaceuticals	4.3
Equity Real Estate Investment Trusts (REITs)	4.1
Technology Hardware, Storage & Peripherals	3.8
Hotels, Restaurants & Leisure	3.6
Machinery	3.6

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 29

Schedule of Investments (unaudited) (continued)

as of September 30, 2017

Industry (cont’d.)
Aerospace & Defense	3.1	%
Insurance	3.1
Chemicals	3.1
Beverages	2.7
Capital Markets	2.5
Media	2.4
Electric Utilities	2.1
Internet & Direct Marketing Retail	1.9
Food Products	1.9
Specialty Retail	1.8
Diversified Telecommunication Services	1.8
Metals & Mining	1.5
Industrial Conglomerates	1.4
Electronic Equipment, Instruments & Components	1.4
Textiles, Apparel & Luxury Goods	1.3
Diversified Financial Services	1.3
Tobacco	1.2
Independent Power & Renewable Electricity Producers	1.1
Communications Equipment	1.0
Household Products	1.0
Food & Staples Retailing	1.0
Real Estate Management & Development	1.0
Commercial Services & Supplies	1.0
Consumer Finance	0.9
Multi-Utilities	0.9
Construction & Engineering	0.9
Trading Companies & Distributors	0.9
Multiline Retail	0.9
Air Freight & Logistics	0.9
Road & Rail	0.9
Auto Components	0.8
Electrical Equipment	0.8
Automobiles	0.8
Containers & Packaging	0.6
Thrifts & Mortgage Finance	0.5
Building Products	0.5
Professional Services	0.5
Health Care Technology	0.5
Mortgage Real Estate Investment Trusts (REITs)	0.5
Paper & Forest Products	0.5
Airlines	0.5
Multi-Utilities	0.5
Life Sciences Tools & Services	0.4
Household Durables	0.4
Energy Equipment & Services	0.4
Distributors	0.4
Personal Products	0.3
Exchange Traded Fund	0.2
Affiliated Mutual Fund	0.2
Construction Materials	0.1
Leisure Products	0.0	*%
Household Products	(0.1	)
Electrical Equipment	(0.1	)
Construction & Engineering	(0.1	)
Health Care Technology	(0.1	)
Pharmaceuticals	(0.1	)
Household Durables	(0.2	)
Communications Equipment	(0.2	)
Diversified Telecommunication Services	(0.2	)
Energy Equipment & Services	(0.2	)
Aerospace & Defense	(0.2	)
Media	(0.2	)
Independent Power & Renewable Electricity Producers	(0.3	)
Capital Markets	(0.3	)
Specialty Retail	(0.3	)
Life Sciences Tools & Services	(0.3	)
Commercial Services & Supplies	(0.3	)
Electronic Equipment, Instruments & Components	(0.3	)
Diversified Financial Services	(0.4	)
Technology Hardware, Storage & Peripherals	(0.4	)
Paper & Forest Products	(0.5	)
Tobacco	(0.5	)
Electric Utilities	(0.5	)
Trading Companies & Distributors	(0.5	)
Metals & Mining	(0.5	)
Construction Materials	(0.5	)
Chemicals	(0.5	)
Air Freight & Logistics	(0.6	)
Banks	(0.6	)
Diversified Consumer Services	(0.7	)
Oil, Gas & Consumable Fuels	(0.9	)
Real Estate Management & Development	(1.0	)
Professional Services	(1.0	)
Software	(1.1	)
Insurance	(1.2	)
Machinery	(1.2	)
Health Care Providers & Services	(1.3	)
IT Services	(1.4	)
Semiconductors & Semiconductor Equipment	(1.5	)
Internet Software & Services	(1.6	)
Hotels, Restaurants & Leisure	(1.7	)
Equity Real Estate Investment Trusts (REITs)	(1.8	)
Health Care Equipment & Supplies	(2.3	)
Biotechnology	(2.5	)
	99.5
Other assets in excess of liabilities	0.5
	100.0	%

* Less than +/- 0.05%

See Notes to Financial Statements.

30

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 instruments/transactions assets and liabilities:

Description	Counterparty	Gross Market Value of Recognized Assets/ (Liabilities)			Collateral Pledged/ (Received)(1)		Net Amount
Securities Sold Short	Scotia Capital (USA) Inc	$	(6,086,726	)	$	6,086,726	$	—

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

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 31

Statement of Assets & Liabilities (unaudited)

as of September 30, 2017

Assets
Investments at value:
Unaffiliated investments (cost $25,809,567)	$	26,083,732
Affiliated investments (cost $34,070)		34,070
Deposit with Broker for securities sold short		25,137
Dividends receivable		11,721
Due from Manager		5,329
Prepaid expenses		67,441
Total assets		26,227,430
Liabilities
Securities sold short, at value (proceeds received $5,899,165)		6,086,726
Dividends payable on securities sold short		3,104
Legal fees and expenses payable		1,856
Custodian and accounting fees payable		1,446
Audit fee payable		1,367
Shareholders’ reports payable		1,361
Accrued expenses and other liabilities		294
Affiliated transfer agent fee payable		16
Distribution fee payable		4
Total liabilities		6,096,174
Net Assets	$	20,131,256
Net assets were comprised of:
Shares of beneficial interest, at par	$	2,004
Paid-in capital in excess of par		20,037,996
		20,040,000
Undistributed net investment income		4,869
Accumulated net realized loss on investment transactions		(217	)
Net unrealized appreciation on investments		86,604
Net assets, September 30, 2017	$	20,131,256

See Notes to Financial Statements.

32

Class A
Net asset value, offering price and redemption price per share,
($10,044 ÷ 1,000 shares of beneficial interest issued and outstanding)	$	10.04
Maximum sales charge (5.50% of offering price)		0.58
Maximum offering price to public	$	10.62
Class C
Net asset value, offering price and redemption price per share,
($10,042 ÷ 1,000 shares of beneficial interest issued and outstanding)	$	10.04
Class Q
Net asset value, offering price and redemption price per share,
($20,101,124 ÷ 2,001,000 shares of beneficial interest issued and outstanding)	$	10.05
Class Z
Net asset value, offering price and redemption price per share,
($10,046 ÷ 1,000 shares of beneficial interest issued and outstanding)	$	10.05

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 33

Statement of Operations (unaudited)

Period* Ended September 30, 2017

Net Investment Income (Loss)
Income
Unaffiliated dividend income	$	12,889
Affiliated dividend income		1,325
Total income		14,214
Expenses
Management fee		5,252
Distribution fee(a)		4
Registration fees(a)		4,420
Dividends on securities sold short		3,104
Legal fees and expenses		1,856
Custodian and accounting fees		1,447
Audit fee		1,367
Shareholders’ reports		1,361
Transfer agent’s fees and expenses (including affiliated expense of $16)(a)		20
Miscellaneous		1,115
Total expenses		19,946
Less: Management fee waiver and/or expense reimbursement(a)		(10,601	)
Net expenses		9,345
Net investment income (loss)		4,869
Realized And Unrealized Gain (Loss) On Investments
Net realized gain (loss) on investment transactions		(217	)
Net change in unrealized appreciation (depreciation) on:
Investments		274,165
Short sales		(187,561	)
		86,604
Net gain (loss) on investment transactions		86,387
Net Increase (Decrease) In Net Assets Resulting From Operations	$	91,256

* Commencement of operations was September 19, 2017.

(a) Class specific expenses and waivers were as follows:

	Class A			Class C			Class Q			Class Z
Distribution fee		1			3			—			—
Transfer Agency fees and expenses		5			5			5			5
Including affiliated expenses		4			4			4			4
Registration fees		1,105			1,105			1,105			1,105
Management fee waiver and/or expense reimbursement		(1,113	)		(1,113	)		(7,262	)		(1,113	)

See Notes to Financial Statements.

34

Statement of Changes in Net Assets (unaudited)

	September 19, 2017* through September 30, 2017
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$	4,869
Net realized gain (loss) on investment transactions		(217	)
Net change in unrealized appreciation (depreciation) on investments		86,604
Net increase (decrease) in net assets resulting from operations		91,256
Fund share transactions
Net proceeds from shares sold		20,040,000
Net increase (decrease) in net assets from Fund share transactions		20,040,000
Total increase (decrease)		20,131,256
Net Assets:
Beginning of period		—
End of period(a)	$	20,131,256
(a) Includes undistributed net investment income of:	$	4,869

* Commencement of operations.

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 35

Statement of Cash Flows (unaudited)

Period* Ended September 30, 2017

Increase (Decrease) in Cash
Cash flows used in operating activities:
Dividends received	$	2,493
Operating expenses paid		(5,226	)
Purchases of long-term portfolio investments		(25,909,593	)
Net purchases and sales of short-term portfolio investments		(34,070	)
Proceeds from disposition of long-term portfolio investments		99,809
Proceeds received from securities sold short		5,899,165
Increase in deposit with Broker for securities sold short		(25,137	)
Increase in prepaid expenses		(67,441	)
Net cash used in operating activities		(20,040,000	)
Cash flows provided from financing activities:
Proceeds from fund shares sold		20,040,000
Net cash provided from financing activities		20,040,000
Net increase/(decrease) in cash		—
Cash at beginning of period		—
Cash at end of period	$	—
Reconciliation of Net Increase in Net Assets to Net Cash Used in Operating Activities:
Net increase in net assets resulting from operations	$	91,256
Increase in investments		(19,944,689	)
Net realized loss on investment transactions		217
Increase in net unrealized appreciation on investments		(86,604	)
Increase in deposit with Broker for securities sold short		(25,137	)
Increase in dividends receivable		(11,721	)
Increase in receivable from Manager		(5,329	)
Increase in prepaid expenses		(67,441	)
Increase in dividends payable on securities sold short		3,104
Increase in legal fees and expenses payable		1,856
Increase in custodian and accounting fees payable		1,446
Increase in audit fee payable		1,367
Increase in shareholders’ reports payable		1,361
Increase in accrued expenses and other liabilities		294
Increase in distribution fee payable		4
Increase in affiliated transfer agent fee payable		16
Total adjustments		(20,131,256	)
Net cash used in operating activities	$	(20,040,000	)

* Commencement of operations was September 19, 2017.

See Notes to Financial Statements.

36

Notes to Financial Statements (unaudited)

Prudential Investment Portfolios 12 (the “Trust”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The Trust was established as a Delaware business trust on October 24, 1997. The Trust currently consists of the following five series: Prudential Global Real Estate Fund, Prudential US Real Estate Fund and Prudential QMA Long-Short Equity Fund which are non-diversified funds and Prudential QMA Large Cap Core Equity PLUS Fund and Prudential Short Duration Muni High Income Fund which are diversified funds. These financial statements relate to Prudential QMA Large-Cap Core Equity PLUS Fund (the “Fund”). The Fund commenced investment operations on September 19, 2017.

The investment objective of the Fund is to seek long-term capital appreciation.

1. Accounting Policies

The Fund follows investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification 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 Board of Trustees (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”). Under the current valuation procedures, the Valuation Committee is responsible for supervising the 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.

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 Investments.

Prudential QMA Large-Cap Core Equity PLUS Fund 37

Notes to Financial Statements (unaudited) (continued)

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. 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 investment adviser 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

38

security’s most recent closing price and from the price used by other unaffiliated mutual funds to calculate their net asset values.

Restricted and Illiquid Securities: Subject to guidelines adopted by the Board, the Fund may invest up to 15% of its net assets in illiquid securities, including those which are restricted as to disposition under securities law (“restricted securities”). Restricted securities are valued pursuant to the valuation procedures noted above. Illiquid securities are those that, because of the absence of a readily available market or due to legal or contractual restrictions on resale, cannot be sold within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the investment. Therefore, the Fund may find it difficult to sell illiquid securities at the time considered most advantageous by its Subadviser and may incur expenses that would not be incurred in the sale of securities that were freely marketable. Certain securities that would otherwise be considered illiquid 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. These Rule 144A securities, as well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act, may be deemed liquid by the Fund’s Subadviser under the guidelines adopted by the Trustees of the Fund. However, the liquidity of the Fund’s investments in Rule 144A 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.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from the disposition of holdings of foreign currencies, forward currency contracts, currency gains (losses) realized between the trade and settlement dates on securities 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) from valuing

Prudential QMA Large-Cap Core Equity PLUS Fund 39

Notes to Financial Statements (unaudited) (continued)

foreign currency denominated assets and liabilities (other than investments) at period end exchange rates are reflected as a component of net unrealized appreciation (depreciation) on foreign currencies.

Short Sales: The Fund may sell a security it does not own in anticipation of a decline in the market value of that security (short sale). When the Fund makes a short sale, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the transaction. The Fund may have to pay a fee to borrow the particular security and may be obligated to return any interest or dividends received on such borrowed securities. Dividends declared on open short positions are recorded on the ex-date and the interest payable is accrued daily on fixed income securities sold short, both of which are recorded as an expense. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in magnitude, will be recognized upon the termination of a short sale if the market price at termination is less than or greater than, respectively, the proceeds originally received.

Master Netting Arrangements: 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 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.

Concentration of Risk: Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin as a result of, among other factors, the possibility of political or economic instability or the level of governmental supervision and regulation of foreign securities markets.

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. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis. Expenses are recorded on an

40

accrual basis, which may require the use of certain estimates by management that may differ from actual. Class specific expenses and waivers, where applicable, are allocated to the respective share classes which includes Distribution fees, Distribution fee waivers, Transfer Agent’s fees and expenses, Registration fees and Management fee waivers.

Net investment income or loss (other than class specific expenses and waivers, which are charged directly to the respective class) 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.

Equity and Mortgage Real Estate Investment Trusts (REITs): The Fund invests 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.

Concentration of Risk for REITs: Real estate securities are subject to the same 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 prepayments 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 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 REITs, while mortgage REITs may be affected by the quality of any credit extended. 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. REITs may be more volatile and/or more illiquid than other types of equity securities. REITs (especially mortgage REITs) are subject to interest rate risks. REITs may incur significant amounts of leverage. The Fund will indirectly bear a portion of the expenses, including management fees, paid by each REIT in which it invests, in addition to the expenses of the Fund.

Taxes: It is the Fund’s policy 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.

Prudential QMA Large-Cap Core Equity PLUS Fund 41

Notes to Financial Statements (unaudited) (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 amongst undistributed net investment income, accumulated net realized gain (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 Trust, on behalf of the Fund, has a management agreement with PGIM Investments. Pursuant to this agreement, PGIM Investments has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. PGIM Investments has entered into a subadvisory agreement with Quantitative Management Associates LLC (“QMA”). 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. PGIM Investments 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 PGIM Investments is accrued daily and payable monthly at an annual rate of .80% of average daily net assets up to and including $1 billion; .78% of average daily net assets between $1 billion and $3 billion; .76% of average daily net assets between $3 billion and $5 billion; .75% of average daily net assets between $5 billion and $10 billion; .74% of average daily net assets over $10 billion. The management fee rate before any waivers and/or expense reimbursements was .80% for the period ended September 30, 2017. The management fee waiver and/or expense reimbursement exceeded the management fee for the period ended September 30, 2017.

PGIM Investments has contractually agreed through July 31, 2019 to limit the net annual operating expenses (exclusive of taxes (such as income and foreign withholding taxes, stamp duty and deferred tax expenses), interest, underlying funds, brokerage, extraordinary and certain other expenses such as dividend, broker charges and interest expense on short sales) of each class of shares of the Fund to 1.20% of average daily net assets for Class A shares, 1.95% of average daily net assets for Class C shares, 0.95% of average daily net assets for Class Q shares, and 0.95% of average daily net assets for Class Z shares.

42

Expenses waived/reimbursed by the Manager in accordance with this agreement 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 Trust, 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 C, Class Q, and Class Z shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A and Class C 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 Q or Class Z shares of the Fund.

Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to .25% and 1% of the average daily net assets of the Class A and Class C shares, respectively.

PIMS has advised the Fund that it has not received any front-end sales charges resulting from sales of Class A shares during the period ended September 30, 2017. From these fees, if any, PIMS pays such sales charges to affiliated broker-dealers, which in turn pays commissions to sales persons and incurred other distribution costs.

PIMS has advised the Fund that for the period ended September 30, 2017, it did not receive any contingent deferred sales charges imposed upon redemptions by certain Class A and Class C shareholders, respectively.

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 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 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 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. Such transactions are subject to ratification by the Board. For the reporting period ended September 30, 2017 no such transactions were entered into by the Fund.

Prudential QMA Large-Cap Core Equity PLUS Fund 43

Notes to Financial Statements (unaudited) (continued)

The Fund may invest its overnight sweep cash in the Prudential Core Ultra Short Bond Fund (the “Core Fund”), a series of Prudential Investment Portfolios 2, registered under the 1940 Act and managed by PGIM Investments. Earnings from the Core Fund are disclosed on the Statement of Operations as “Affiliated dividend income”.

4. Portfolio Securities

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Treasury securities) for the period ended September 30, 2017, were $25,909,593 and $5,998,974, respectively.

5. Tax Information

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of September 30, 2017 were as follows:

Tax Basis	$	19,944,472
Gross Unrealized Appreciation		556,147
Gross Unrealized Depreciation		(469,543	)
Net Unrealized Appreciation	$	86,604

Management has analyzed the Fund’s tax positions and has concluded that no provision for income tax is required in the Fund’s financial statements for the current reporting period.

6. Capital

The Fund offers Class A, Class C, Class Q, and Class Z 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. Class C shares are sold with a CDSC of 1% on sales of shares made within 12 months of purchase. A special exchange privilege is also available for shareholders who qualify to purchase Class A shares at net asset value. Class Q and Class Z shares are not subject to any sales or redemption charge and are offered 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 beneficial interest.

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The Trust has authorized an unlimited number of shares of beneficial interest at $.001 par value per share.

As of September 30, 2017 , Prudential owned all of the shares of the Fund.

Transactions in shares of beneficial interest were as follows:

Class A	Shares		Amount
Period ended September 30, 2017*:
Shares sold		1,000	$	10,000
Net increase (decrease) in shares outstanding		1,000	$	10,000
Class C
Period ended September 30, 2017*:
Shares sold		1,000	$	10,000
Net increase (decrease) in shares outstanding		1,000	$	10,000
Class Q
Period ended September 30, 2017*:
Shares sold		2,001,000	$	20,010,000
Net increase (decrease) in shares outstanding		2,001,000	$	20,010,000
Class Z
Period ended September 30, 2017*:
Shares sold		1,000	$	10,000
Net increase (decrease) in shares outstanding		1,000	$	10,000

* Commencement of operations was September 19, 2017.

7. Borrowings

The Trust, 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 SCA provides for a commitment of $900 million for the period October 6, 2016 through October 5, 2017. The Funds pay an annualized commitment fee of .15% of the unused portion of the SCA. The Fund’s portion of the commitment fee for the unused amount, allocated based upon a method approved by the Board, is accrued daily and paid quarterly.

Subsequent to the reporting period end, the SCA has been renewed effective October 5, 2017 and will continue to provide a commitment of $900 million through October 4, 2018. The commitment fee paid by the Funds will continue to be .15% of the unused portion of the SCA. The interest on borrowings under the SCAs is paid monthly and at a per annum interest rate based upon a contractual spread plus the higher of (1) the effective federal funds rate, (2) the 1-month LIBOR rate or (3) zero percent.

Prudential QMA Large-Cap Core Equity PLUS Fund 45

Notes to Financial Statements (unaudited) (continued)

Other 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 period ended September 30, 2017.

8. Recent Accounting Pronouncements and Reporting Updates

In October 2016, the Securities and Exchange Commission (“SEC”) adopted new forms, rules and rule amendments intended to modernize and enhance the reporting and disclosure of information by registered investment companies and to improve the quality of information that registered investment companies provide to investors. Among the new reporting and disclosure requirements, the SEC would require registered investment companies to establish a liquidity risk management program and to file a new monthly Form N-PORT that provides more detailed information about fund holdings and their liquidity. In addition, the SEC is adopting new Form N-CEN which will require registered investment companies to annually report certain census-type information. The compliance dates are generally June 1, 2018 and December 1, 2018. Management is currently evaluating the impact to the funds.

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Financial Highlights (unaudited)

Class A Shares
	September 19, 2017(a) through September 30, 2017
Per Share Operating Performance(b):
Net Asset Value, Beginning of Period		$10.00
Income (loss) from investment operations:
Net investment income (loss)		-	(c)
Net realized and unrealized gain (loss) on investment transactions		.04
Total from investment operations		.04
Net asset value, end of period		$10.04
Total Return(d):		.40%
Ratios/Supplemental Data:
Net assets, end of period (000)		$10
Average net assets (000)		$10
Ratios to average net assets(e):
Expenses after waivers and/or expense reimbursement(h)		1.67%	(f)
Expenses before waivers and/or expense reimbursement(h)		341.50%	(f)
Net investment income (loss)		.49%	(f)
Portfolio turnover rate		19%	(g)

(a) Commencement of operations.

(b) Calculated based on average shares outstanding during the period.

(c) Less than $.005 per share.

(d) 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 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.

(e) Does not include expenses of the underlying portfolios in which the Fund invests.

(f) Annualized.

(g) Not annualized.

(h) The expense ratio includes dividend expense of .47% for the period ended September 30, 2017.

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 47

Financial Highlights (unaudited) (continued)

Class C Shares
	September 19, 2017(a) through September 30, 2017
Per Share Operating Performance(b):
Net Asset Value, Beginning of Period		$10.00
Income (loss) from investment operations:
Net investment income (loss)		-	(c)
Net realized and unrealized gain (loss) on investment transactions		.04
Total from investment operations		.04
Net asset value, end of period		$10.04
Total Return(d):		.40%
Ratios/Supplemental Data:
Net assets, end of period (000)		$10
Average net assets (000)		$10
Ratios to average net assets(e):
Expenses after waivers and/or expense reimbursement(h)		2.42%	(f)
Expenses before waivers and/or expense reimbursement(h)		342.27%	(f)
Net investment income (loss)		(.26)%	(f)
Portfolio turnover rate		19%	(g)

(a) Commencement of operations.

(b) Calculated based on average shares outstanding during the period.

(c) Less than $.005 per share.

(d) 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 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.

(e) Does not include expenses of the underlying portfolios in which the Fund invests.

(f) Annualized.

(g) Not annualized.

(h) The expense ratio includes dividend expense of .47% for the period ended September 30, 2017.

See Notes to Financial Statements.

48

Class Q Shares
	September 19, 2017(a) through September 30, 2017
Per Share Operating Performance(b):
Net Asset Value, Beginning of Period		$10.00
Income (loss) from investment operations:
Net investment income (loss)		-	(c)
Net realized and unrealized gain (loss) on investment transactions		.05
Total from investment operations		.05
Net asset value, end of period		$10.05
Total Return(d):		.50%
Ratios/Supplemental Data:
Net assets, end of period (000)		$20,101
Average net assets (000)		$19,937
Ratios to average net assets(e):
Expenses after waivers and/or expense reimbursement(h)		1.42%	(f)
Expenses before waivers and/or expense reimbursement(h)		2.53%	(f)
Net investment income (loss)		.74%	(f)
Portfolio turnover rate		19%	(g)

(a) Commencement of operations.

(b) Calculated based on average shares outstanding during the period.

(c) Less than $.005 per share.

(d) 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.

(e) Does not include expenses of the underlying portfolios in which the Fund invests.

(f) Annualized.

(g) Not annualized.

(h) The expense ratio includes dividend expense of .47% for the period ended September 30, 2017.

See Notes to Financial Statements.

Prudential QMA Large-Cap Core Equity PLUS Fund 49

Financial Highlights (unaudited) (continued)

Class Z Shares
	September 19, 2017(a) through September 30, 2017
Per Share Operating Performance(b):
Net Asset Value, Beginning of Period		$10.00
Income (loss) from investment operations:
Net investment income (loss)		-	(c)
Net realized and unrealized gain (loss) on investment transactions		.05
Total from investment operations		.05
Net asset value, end of period		$10.05
Total Return(d):		.50%
Ratios/Supplemental Data:
Net assets, end of period (000)		$10
Average net assets (000)		$10
Ratios to average net assets(e):
Expenses after waivers and/or expense reimbursement(h)		1.42%	(f)
Expenses before waivers and/or expense reimbursement(h)		341.26%	(f)
Net investment income (loss)		.74%	(f)
Portfolio turnover rate		19%	(g)

(a) Commencement of operations.

(b) Calculated based on average shares outstanding during the period.

(c) Less than $.005 per share.

(d) 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.

(e) Does not include expenses of the underlying portfolios in which the Fund invests.

(f) Annualized.

(g) Not annualized.

(h) The expense ratio includes dividend expense of .47% for the period ended September 30, 2017.

See Notes to Financial Statements.

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Approval of Advisory Agreements (unaudited)

Initial Approval of the Fund’s Advisory Agreements

As required by the Investment Company Act of 1940 (the 1940 Act), the Board of Prudential Investment Portfolios 12 considered the proposed management agreement with PGIM Investments LLC (the Manager) and the proposed subadvisory agreement between the Manager and Quantitative Management Associates LLC (QMA or the Subadviser) with respect to the Prudential QMA Large-Cap Core Equity PLUS Fund (the Fund) prior to the Fund’s commencement of operations. The Board, including a majority of the Independent Trustees, met on June 6-8, 2017 and approved the agreements for an initial two year period, after concluding that approval of the agreements was in the best interests of the Fund.

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.

In approving the agreements, the Board, including the Independent Trustees advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services to be provided to the Fund by the Manager and QMA; any relevant comparable performance and the qualifications and track record of QMA in serving other affiliated mutual funds; the fees proposed to be paid by the Fund to the Manager and by the Manager to the Subadviser, under the agreements; and the potential for economies of scale that may be shared with the Fund and its shareholders. In connection with its deliberations, the Board considered information provided by the Manager and QMA at or in advance of the meetings on June 6-8, 2017. The Board also considered information provided by the Manager with respect to other funds managed by the Manager and QMA, which information had been provided throughout the year at regular Board meetings. In their deliberations, the Trustees did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund.

The Trustees determined that the overall arrangements between the Fund and the Manager, which will serve as the Fund’s investment manager pursuant to a management agreement, and between the Manager and QMA, which will serve as the Fund’s subadviser pursuant to the terms of a subadvisory agreement, were in the best interests of the Fund in light of the services to be performed and the fees to be charged under the agreements and such other matters as the Trustees considered relevant in the exercise of their business judgment.

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

Prudential QMA Large-Cap Core Equity PLUS Fund

Approval of Advisory Agreements (continued)

Nature, Quality and Extent of Services

With respect to the Manager, the Board noted that it had received and considered information about the Manager at the June 6-8, 2017 meetings in connection with the renewal of the management agreements between the Manager and the other PGIM Investments Retail Funds. The Board also noted that it received and considered information at other regular meetings throughout the year, regarding the nature, quality and extent of services provided by the Manager. The Board considered the services to be provided by the Manager, including but not limited to the oversight of QMA, as well as the provision of fund recordkeeping, compliance and other services to the Fund. With respect to the Manager’s oversight of QMA, the Board noted that the Manager’s Strategic Investment Research Group, which is a business unit of the Manager, is responsible for monitoring and reporting to the Manager’s senior management on the performance and operations of QMA. The Board also noted that the Manager pays the salaries of all the officers and interested Trustees of the Fund who are members of management. The Board reviewed the qualifications, backgrounds and responsibilities of the Manager’s senior management responsible for the oversight of the Fund and QMA, and was also provided with information pertaining to the Manager’s organizational structure, senior management, investment operations and other relevant information. The Board further noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer as to the Manager. The Board noted that it had concluded that it was satisfied with the nature, quality and extent of the services provided by the Manager to the other PGIM Investments Retail Funds and determined that it was reasonable to conclude that the nature, quality and extent of services to be provided by the Manager under the management agreement for the Fund would be similar in nature to those provided under the other management agreements.

With respect to the Subadviser, the Board noted that it had received and considered information about QMA at the June 6-8, 2017 meetings in connection with the renewal of the subadvisory agreements between the Manager and QMA with respect to other PGIM Investments Retail Funds. The Board also noted that it received and considered information at other regular meetings throughout the year, regarding the nature, quality and extent of services provided by QMA. The Board considered, among other things, the qualifications, background and experience of QMA’s portfolio managers who will be responsible for the day-to-day management of the Fund’s portfolio, as well as information on the organizational structure, senior management, investment operations and other relevant information of QMA. The Board further noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer as to QMA. The Board noted that QMA is affiliated with the Manager. The Board noted that it was satisfied with the nature, quality and extent of services provided by QMA with respect to the other PGIM Investments Retail Funds served by QMA and determined that it was reasonable to conclude that the nature, quality and extent of services to be provided by QMA under the subadvisory agreement for the Fund would be similar in nature to those provided under the other subadvisory agreements.

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Performance

Because the Fund had not yet commenced operations, no investment performance for the Fund existed for Board review. The Board did consider QMA’s track record in managing another registered investment company that follows substantially similar investment strategies. The Board considered the background and professional experience of the proposed portfolio management team for the Fund. The Manager will provide information relating to performance to the Board in connection with future annual reviews of the management agreement and subadvisory agreement.

Fee Rates

The Board considered the proposed management fees of 0.80% of the Fund’s average daily net assets up to $1 billion, 0.78% of the Fund’s average daily net assets from $1 billion to $3 billion, 0.76% of the Fund’s average daily net assets from $3 billion to $5 billion, 0.75% of the Fund’s average daily net assets from $5 billion to $10 billion and 0.74% of the Fund’s average daily net assets over $10 billion to be paid by the Fund to the Manager, and the proposed subadvisory fees at the annual rate of 0.45% of the Fund’s average daily net assets up to $250 million and 0.40% of the Fund’s daily net assets over $250 billion to be paid by the Manager to the Subadviser.

The Board considered information provided by the Manager comparing the Fund’s proposed management fee rate and total expenses for Class A shares to a Peer Group of comparable funds chosen by Broadridge. The Board noted that the Fund’s contractual management fee was in the first quartile of the Broadridge Peer Group (first quartile being the lowest fee). The Board further noted that the anticipated net total expenses for Class A shares were in the first quartile of the Broadridge Peer Group (first quartile being the lowest expenses).

The Board noted that the Manager had contractually agreed to waive fees and/or reimburse expenses so that the Fund’s net annual operating expenses (exclusive of taxes (such as income and foreign withholding taxes, stamp duty and deferred tax expenses), interest, brokerage commissions, distribution and service (12b-1) fees, acquired fund fees and expenses and dividend and other expenses related to short sales) of each class of shares would not exceed 0.95% of the Fund’s average daily net assets through July 31, 2019.

Profitability

Because the Fund had not yet commenced operations and the actual asset base of the Fund has not yet been determined, the Board noted that there was no historical profitability information with respect to the Fund to be reviewed. The Board noted that QMA was affiliated with the Manager and, as a result, the Board will not separately consider QMA’s profitability since its profitability will be reflected in the Manager’s profitability report. The

Prudential QMA Large-Cap Core Equity PLUS Fund

Approval of Advisory Agreements (continued)

Board noted that it would review profitability information in connection with the annual renewal of the advisory and subadvisory agreements.

Economies of Scale

The Board noted that the proposed management fees payable by the Fund to the Manager contained breakpoints that would reduce the fee rates on assets above specified levels, as did the subadvisory fee payable by the Manager to the Subadviser. The Board considered the potential for the Manager and the Subadviser to experience economies of scale as the amount of assets managed by the Manager and the Subadviser, respectively, increased in size. Because the Fund had not yet commenced operations and the actual asset base of the Fund has not yet been determined, the Board noted that there was no historical information regarding economies of scale with respect to the Fund to be reviewed. The Board noted that it would review such information in connection with the annual renewal of the advisory and subadvisory agreements.

Other Benefits to the Manager and the Subadviser

The Board considered potential “fall-out” or ancillary benefits anticipated to be received by the Manager, QMA and their affiliates as a result of their relationships with the Fund. The Board concluded that any potential benefits to be derived by the Manager were similar to benefits derived by the Manager in connection with its management of the other PGIM Investments Retail Funds, which are reviewed on an annual basis. The Board also concluded that any potential benefits to be derived by QMA were consistent with those generally derived by subadvisers to the PGIM Investments Retail Funds, and that those benefits are reviewed on an annual basis. The Board concluded that any potential benefits derived by the Manager and QMA were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.

***

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

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∎   MAIL	∎   TELEPHONE	∎   WEBSITE
655 Broad Street Newark, NJ 07102	(800) 225-1852	www.pgiminvestments.com

PROXY VOTING

The Board of Trustees of the Fund has delegated to the Fund’s investment 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.

TRUSTEES

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 • Richard A. Redeker • Stephen G. Stoneburn • Grace C. Torres

OFFICERS

Stuart S. Parker, President • Scott E. Benjamin, Vice President • M. Sadiq Peshimam, Treasurer and Principal Financial and Accounting Officer • Raymond A. O’Hara, Chief Legal Officer • Deborah A. Docs, Secretary • Chad A. Earnst, Chief Compliance Officer • Charles H. Smith, Anti-Money Laundering Compliance Officer • Jonathan D. Shain, Assistant Secretary • Claudia DiGiacomo, Assistant Secretary • Andrew R. French, Assistant Secretary • Peter Parrella, Assistant Treasurer • Lana Lomuti, Assistant Treasurer • Linda McMullin, Assistant Treasurer • Kelly A. Coyne, Assistant Treasurer

MANAGER	PGIM Investments LLC	655 Broad Street Newark, NJ 07102
INVESTMENT SUBADVISER	Quantitative Management Associates 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	225 Liberty 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 a prospectus and summary prospectus by visiting our website at www.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 www.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 TRUSTEES

Shareholders can communicate directly with the Board of Trustees by writing to the Chair of the Board, Prudential QMA Large-Cap Core Equity PLUS Fund, PGIM Investments, Attn: Board of Trustees, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Trustee by writing to the same address. Communications are not screened before being delivered to the addressee.

AVAILABILITY OF PORTFOLIO SCHEDULE

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation and location of the Public Reference Room may be obtained by calling (202) 551-8090. The Fund’s schedule of portfolio holdings is also available on the Fund’s website as of the end of each month no sooner than 15 days after the end of the month.

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

PRUDENTIAL QMA LARGE-CAP CORE EQUITY PLUS FUND

SHARE CLASS	A	C	Q	Z
NASDAQ	PQMAX	PQMCX	PQMQX	PQMZX
CUSIP	744336728	744336710	744336694	744336686

MF237E2    

Item 2 – Code of Ethics – Not required, as this is not an annual filing.

Item 3 – Audit Committee Financial Expert – Not required, as this is not an annual filing.

Item 4 – Principal Accountant Fees and Services – Not required, as this is not an annual filing.

Item 5 – Audit Committee of Listed Registrants – Not applicable.

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 – Not applicable.

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 – Exhibits

(a) (1)   Code of Ethics – Not required, as this is not an annual filing.

(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 12
By:	/s/ Deborah A. Docs
	Deborah A. Docs
	Secretary
Date:	November 16, 2017

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:	November 16, 2017
By:	/s/ M. Sadiq Peshimam
	M. Sadiq Peshimam
	Treasurer and Principal Financial and Accounting Officer
Date:	November 16, 2017