Term | Definition |
1933 Act | Securities Act of 1933, as amended |
1934 Act | Securities Exchange Act of 1934, as amended |
1940 Act | Investment Company Act of 1940, as amended |
1940 Act Laws, Interpretations and Exemptions | Exemptive order, SEC release, no-action letter or similar relief or interpretations, collectively |
ADR | American Depositary Receipt |
ADS | American Depositary Share |
Board | Fund’s Board of Directors or Trustees |
Board Member | A trustee or director of the Fund’s Board |
CEA | Commodity Exchange Act, as amended |
CFTC | US Commodity Futures Trading Commission |
Code | Internal Revenue Code of 1986, as amended |
CMO | Collateralized Mortgage Obligation |
ETF | Exchange-Traded Fund |
EDR | European Depositary Receipt |
Exchange | NYSE Arca, Inc. |
Fannie Mae | Federal National Mortgage Association |
FDIC | Federal Deposit Insurance Corporation |
Fitch | Fitch Ratings, Inc. |
Freddie Mac | Federal Home Loan Mortgage Corporation |
GDR | Global Depositary Receipt |
Ginnie Mae | Government National Mortgage Association |
IPO | Initial Public Offering |
IRS | Internal Revenue Service |
LIBOR | London Interbank Offered Rate |
Manager or PGIM Investments | PGIM Investments LLC |
Moody’s | Moody’s Investors Service, Inc. |
NASDAQ | National Association of Securities Dealers Automated Quotations |
NAV | Net Asset Value |
NRSRO | Nationally Recognized Statistical Rating Organization |
NYSE | New York Stock Exchange |
OTC | Over the Counter |
Prudential | Prudential Financial, Inc. |
PMFS | Prudential Mutual Fund Services LLC |
QPTP | “Qualified publicly traded partnership” as the term is used in the Internal Revenue Code of 1986, as amended |
REIT | Real Estate Investment Trust |
Term | Definition |
RIC | Regulated Investment Company, as the term is used in the Internal Revenue Code of 1986, as amended |
S&P | S&P Global Ratings |
SEC | US Securities and Exchange Commission |
World Bank | International Bank for Reconstruction and Development |
■ | Junk bonds are issued by less creditworthy issuers. These securities are vulnerable to adverse changes in the issuer's economic condition and to general economic conditions. Issuers of junk bonds may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments or the unavailability of additional financing. |
■ | The issuers of junk bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds. If the issuer experiences financial stress, it may be unable to meet its debt obligations. |
■ | Junk bonds are frequently ranked junior to claims by other creditors. If the issuer cannot meet its obligations, the senior obligations are generally paid off before the junior obligations. |
■ | Junk bonds frequently have redemption features that permit an issuer to repurchase the security from the Fund before it matures. If an issuer redeems the junk bonds, the Fund may have to invest the proceeds in bonds with lower yields and may lose income. |
■ | Prices of junk bonds are subject to extreme price fluctuations. Negative economic developments may have a greater impact on the prices of junk bonds than on other higher rated fixed income securities. |
■ | Junk bonds may be more illiquid than higher rated fixed income securities even under normal economic conditions. There are fewer dealers in the junk bond market, and there may be significant differences in the prices quoted for junk bonds by the dealers. Because they are less liquid, judgment may play a greater role in valuing certain of the Fund’s portfolio securities than in the case of securities trading in a more liquid market. |
■ | The Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer. |
Independent Board Members | |||
Name Year of Birth Position(s) Portfolios Overseen | Principal Occupation(s) During Past Five Years | Other Directorships Held During Past Five Years | Length of Board Service |
Ellen S. Alberding 1958 Board Member Portfolios Overseen: 95 | President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); Vice Chair, City Colleges of Chicago (community college system) (2011-2015); Trustee, National Park Foundation (charitable foundation for national park system) (2009-2018); Trustee, Economic Club of Chicago (2009-2016); Trustee, Loyola University (since 2018). | None. | Since September 2013 |
Kevin J. Bannon 1952 Board Member Portfolios Overseen: 95 | Retired; Managing Director (April 2008-May 2015) and Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May 2003-May 2007) of BNY Hamilton Family of Mutual Funds. | Director of Urstadt Biddle Properties (equity real estate investment trust) (since September 2008). | Since July 2008 |
Linda W. Bynoe 1952 Board Member Portfolios Overseen: 95 | President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Limited LLC (formerly, Telemat Ltd). (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer). | Director of Anixter International, Inc. (communication products distributor) (since January 2006–June 2020); Director of Northern Trust Corporation (financial services) (since April 2006); Trustee of Equity Residential (residential real estate) (since December 2009). | Since March 2005 |
Barry H. Evans 1960 Board Member Portfolios Overseen: 94 | Retired; formerly President (2005 – 2016), Global Chief Operating Officer (2014– 2016), Chief Investment Officer – Global Head of Fixed Income (1998-2014), and various portfolio manager roles (1986-2006), Manulife Asset Management U.S. | Formerly Director, Manulife Trust Company (2011-2018); formerly Director, Manulife Asset Management Limited (2015-2017); formerly Chairman of the Board of Directors of Manulife Asset Management U.S. (2005-2016); formerly Chairman of the Board, Declaration Investment Management and Research (2008-2016). | Since September 2017 |
Keith F. Hartstein 1956 Board Member & Independent Chair Portfolios Overseen: 95 | Executive Committee of the IDC Board of Governors (since October 2019); Retired; Member (since November 2014) of the Governing Council of the Independent Directors Council (IDC) (organization of independent mutual fund directors); formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008). | None. | Since September 2013 |
Independent Board Members | |||
Name Year of Birth Position(s) Portfolios Overseen | Principal Occupation(s) During Past Five Years | Other Directorships Held During Past Five Years | Length of Board Service |
Laurie Simon Hodrick 1962 Board Member Portfolios Overseen: 94 | A. Barton Hepburn Professor Emerita of Economics in the Faculty of Business, Columbia Business School (since 2018); Visiting Professor of Law, Stanford Law School (since 2015); Visiting Fellow at the Hoover Institution, Stanford University (since 2015); Sole Member, ReidCourt LLC (since 2008) (a consulting firm); formerly A. Barton Hepburn Professor of Economics in the Faculty of Business, Columbia Business School (1996-2017); formerly Managing Director, Global Head of Alternative Investment Strategies, Deutsche Bank (2006-2008). | Independent Director, Synnex Corporation (since April 2019) (information technology); Independent Director, Kabbage, Inc. (June 2018-October 2020) (financial services); Independent Director, Corporate Capital Trust (2017-2018) (a business development company). | Since September 2017 |
Michael S. Hyland, CFA 1945 Board Member Portfolios Overseen: 95 | Retired (since February 2005); formerly Senior Managing Director (July 2001-February 2005) of Bear Stearns & Co, Inc.; Global Partner, INVESCO (1999-2001); Managing Director and President of Salomon Brothers Asset Management (1989-1999). | None. | Since July 2008 |
Brian K. Reid 1961 Board Member Portfolios Overseen: 94 | Retired; formerly Chief Economist for the Investment Company Institute (ICI) (2005-2017); formerly Senior Economist and Director of Industry and Financial Analysis at the ICI (1998-2004); formerly Senior Economist, Industry and Financial Analysis at the ICI (1996-1998); formerly Staff Economist at the Federal Reserve Board (1989-1996); Director, ICI Mutual Insurance Company (2012-2017). | None. | Since March 2018 |
Grace C. Torres 1959 Board Member Portfolios Overseen: 94 | Retired; formerly Treasurer and Principal Financial and Accounting Officer of the PGIM Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of PGIM Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc. | Formerly Director (July 2015-January 2018) of Sun Bancorp, Inc. N.A. and Sun National Bank; Director (since January 2018) of OceanFirst Financial Corp. and OceanFirst Bank. | Since November 2014 |
Interested Board Members | |||
Name Year of Birth Position(s) Portfolios Overseen | Principal Occupation(s) During Past Five Years | Other Directorships Held During Past Five Years | Length of Board Service |
Stuart S. Parker 1962 Board Member & President Portfolios Overseen: 96 | President of PGIM Investments LLC (formerly known as Prudential Investments LLC) (since January 2012); Executive Vice President of Prudential Investment Management Services LLC (since December 2012); formerly Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of PGIM Investments LLC (June 2005-December 2011). | None. | Since January 2012 |
Interested Board Members | |||
Name Year of Birth Position(s) Portfolios Overseen | Principal Occupation(s) During Past Five Years | Other Directorships Held During Past Five Years | Length of Board Service |
Scott E. Benjamin 1973 Board Member & Vice President Portfolios Overseen: 96 | Executive Vice President (since June 2009) of PGIM Investments LLC; Vice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, PGIM Investments (since February 2006); formerly Vice President of Product Development and Product Management, PGIM Investments LLC (2003-2006). | None. | Since March 2010 |
Fund Officers(a) | ||
Name Year of Birth Fund Position | Principal Occupation(s) During Past Five Years | Length of Service as Fund Officer |
Claudia DiGiacomo 1974 Chief Legal Officer | Chief Legal Officer of PGIM Investments LLC (since August 2020); Chief Legal Officer of Prudential Mutual Fund Services LLC (since August 2020); Chief Legal Officer of PIFM Holdco, LLC (since August 2020); Vice President and Corporate Counsel (since January 2005) of Prudential; and Corporate Counsel of AST Investment Services, Inc. (since August 2020); formerly Associate at Sidley Austin Brown & Wood LLP (1999-2004). | Since December 2005 |
Dino Capasso 1974 Chief Compliance Officer | Chief Compliance Officer (July 2019-Present) of PGIM Investments LLC; Chief Compliance Officer (July 2019-Present) of the PGIM Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., PGIM Global High Yield Fund, Inc., and PGIM High Yield Bond Fund, Inc.; Vice President and Deputy Chief Compliance Officer (June 2017-2019) of PGIM Investments LLC; formerly, Senior Vice President and Senior Counsel (January 2016-June 2017), and Vice President and Counsel (February 2012-December 2015) of Pacific Investment Management Company LLC. | Since March 2018 |
Andrew R. French 1962 Secretary | Vice President (since December 2018 - present) of PGIM Investments LLC; Formerly, Vice President and Corporate Counsel (2010-2018) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PGIM Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC. | Since October 2006 |
Diana N. Huffman 1982 Assistant Secretary | Vice President and Corporate Counsel (since September 2015) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Associate at Willkie Farr & Gallagher LLP (2009-2015). | Since March 2019 |
Melissa Gonzalez 1980 Assistant Secretary | Vice President and Corporate Counsel (since September 2018) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Director and Corporate Counsel (March 2014-September 2018) of Prudential. | Since March 2020 |
Patrick E. McGuinness 1986 Assistant Secretary | Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; Director and Corporate Counsel (since February 2017) of Prudential; and Corporate Counsel (2012 – 2017) of IIL, Inc. | Since June 2020 |
Kelly A. Coyne 1968 Assistant Secretary | Director, Investment Operations of Prudential Mutual Fund Services LLC (since 2010). | Since March 2015 |
Christian J. Kelly 1975 Treasurer and Principal Financial and Accounting Officer | Vice President, Head of Fund Administration of PGIM Investments LLC (since November 2018); formerly, Director of Fund Administration of Lord Abbett & Co. LLC (2009-2018), Treasurer and Principal Accounting Officer of the Lord Abbett Family of Funds (2017-2018); Director of Accounting, Avenue Capital Group (2008-2009); Senior Manager, Investment Management Practice of Deloitte & Touche LLP (1998-2007). | Since January 2019 |
Lana Lomuti 1967 Assistant Treasurer | Vice President (since 2007) and Director (2005-2007), within PGIM Investments Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc. | Since April 2014 |
Russ Shupak 1973 Assistant Treasurer | Vice President (since 2017) and Director (2013-2017), within PGIM Investments Fund Administration. | Since October 2019 |
Deborah Conway 1969 Assistant Treasurer | Vice President (since 2017) and Director (2007-2017), within PGIM Investments Fund Administration. | Since October 2019 |
Fund Officers(a) | ||
Name Year of Birth Fund Position | Principal Occupation(s) During Past Five Years | Length of Service as Fund Officer |
Elyse M. McLaughlin 1974 Assistant Treasurer | Vice President (since 2017) and Director (2011-2017), within PGIM Investments Fund Administration. | Since October 2019 |
Charles H. Smith 1973 Anti-Money Laundering Compliance Officer | Vice President, Corporate Compliance, Anti-Money Laundering Unit (since January 2015) of Prudential; committee member of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (since January 2016); formerly Global Head of Economic Sanctions Compliance at AIG Property Casualty (February 2007-December 2014); Assistant Attorney General at the New York State Attorney General's Office, Division of Public Advocacy. (August 1998-January 2007). | Since January 2017 |
■ | Board Members are deemed to be “Interested,” as defined in the 1940 Act, by reason of their affiliation with PGIM Investments LLC and/or an affiliate of PGIM Investments LLC. |
■ | Unless otherwise noted, the address of all Board Members and Officers is c/o PGIM Investments LLC, 655 Broad Street, Newark, New Jersey 07102-4410. |
■ | There is no set term of office for Board Members or Officers. The Board Members have adopted a retirement policy, which calls for the retirement of Board Members on December 31 of the year in which they reach the age of 75. |
■ | “Other Directorships Held” includes all directorships of companies required to register or file reports with the SEC under the 1934 Act (that is, “public companies”) or other investment companies registered under the 1940 Act. |
■ | “Portfolios Overseen” includes all investment companies managed by PGIM Investments LLC. The investment companies for which PGIM Investments LLC serves as manager include the PGIM Funds, The Prudential Variable Contract Accounts, PGIM ETF Trust, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc., The Prudential Series Fund, Prudential's Gibraltar Fund, Inc. and the Advanced Series Trust. |
■ | As used in the Fund Officers table “Prudential” means The Prudential Insurance Company of America. |
Compensation Received by Independent Board Members | ||||
Name | Aggregate Fiscal Year Compensation from Fund | Pension or Retirement Benefits Accrued as Part of Fund Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation from Fund and Fund Complex for Most Recent Calendar Year |
Ellen S. Alberding | $1,927 | None | None | $312,000 (32/96)* |
Kevin J. Bannon | $1,970 | None | None | $322,000 (32/96)* |
Linda W. Bynoe** | $1,963 | None | None | $322,000 (32/96)* |
Barry H. Evans** | $1,923 | None | None | $309,000 (31/95)* |
Keith F. Hartstein** | $2,210 | None | None | $386,000 (32/96)* |
Laurie Simon Hodrick** | $1,937 | None | None | $313,000 (31/95)* |
Michael S. Hyland** | $1,963 | None | None | $318,000 (32/96)* |
Richard A. Redeker**† | $433 | None | None | $309,000 (32/96)* |
Compensation Received by Independent Board Members | ||||
Name | Aggregate Fiscal Year Compensation from Fund | Pension or Retirement Benefits Accrued as Part of Fund Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation from Fund and Fund Complex for Most Recent Calendar Year |
Brian K. Reid | $1,930 | None | None | $266,500 (31/95)* |
Grace C. Torres | $1,780 | None | None | $269,000 (31/95)* |
Board Committee Meetings (for most recently completed fiscal year) | ||
Audit Committee | Nominating & Governance Committee | Dryden & Gibraltar Investment Committee |
7 | 4 | 4 |
Name | Dollar Range of Equity Securities in the Fund | Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Board Member in Fund Complex |
Board Member Share Ownership: Independent Board Members | ||
Ellen Alberding | None | Over $100,000 |
Kevin J. Bannon | None | Over $100,000 |
Linda W. Bynoe | None | Over $100,000 |
Barry H. Evans | None | Over $100,000 |
Keith Hartstein | None | Over $100,000 |
Laurie Simon Hodrick | None | Over $100,000 |
Michael S. Hyland | None | Over $100,000 |
Brian K. Reid | None | Over $100,000 |
Grace C. Torres | None | Over $100,000 |
Board Member Share Ownership: Interested Board Members | ||
Stuart S. Parker | None | Over $100,000 |
Scott E. Benjamin | None | Over $100,000 |
■ | the salaries and expenses of all of its and the Fund's personnel except the fees and expenses of Independent Board Members; |
■ | all expenses incurred by the Manager or the Fund in connection with managing the ordinary course of the Fund's business, other than those assumed by the Fund as described below; and |
■ | the fees, costs and expenses payable to any subadviser pursuant to a subadvisory agreement between PGIM Investments and such subadviser. |
■ | the fees and expenses incurred by the Fund in connection with the management of the investment and reinvestment of the Fund's assets payable to the Manager; |
■ | the fees and expenses of Independent Board Members; |
■ | the fees and certain expenses of the Custodian and transfer and dividend disbursing agent, including the cost of providing records to the Manager in connection with its obligation of maintaining required records of the Fund and of pricing the Fund's shares; |
■ | the charges and expenses of the Fund's legal counsel and independent auditors and legal counsel to the Independent Board Members; |
■ | brokerage commissions and any issue or transfer taxes chargeable to the Fund in connection with its securities (and futures, if applicable) transactions; |
■ | all taxes and corporate fees payable by the Fund to governmental agencies; |
■ | the fees of any trade associations of which the Fund may be a member; |
■ | the cost of share certificates representing, and/or non-negotiable share deposit receipts evidencing, shares of the Fund; |
■ | the cost of fidelity, directors and officers and errors and omissions insurance; |
■ | the fees and expenses involved in registering and maintaining registration of the Fund and of its shares with the SEC and paying notice filing fees under state securities laws, including the preparation and printing of the Fund's registration statements and prospectuses for such purposes; allocable communications expenses with respect to investor services and all expenses of shareholders' and Board meetings and of preparing, printing and mailing reports and notices to shareholders; and |
■ | litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund's business and distribution and service (12b-1) fees. |
Management Fees Paid by PGIM Income Builder Fund | |||
2019 | 2018 | 2017 | |
Gross Fee | $2,795,153 | $3,087,433 | $2,893,132 |
Amount Waived/Reimbursed by PGIM Investments | $(1,519,627) | $(1,606,130) | $(1,560,570) |
Net Fee | $1,275,526 | $1,481,303 | $1,332,562 |
Subadvisory Fee Rates & Subadvisory Fees Paid | ||||
Subadviser | Fee Rate | 2019 | 2018 | 2017 |
QMA LLC (QMA)* | 0.175% | $698,789 | $771,858 | $723,283 |
Jennison Associates LLC (Jennison) (Non-MLP investments) | 0.425% to $500 million; 0.40% over $500 million to $1 billion; 0.375% over $1 billion | $355,966 | $434,749 | $356,952 |
Jennison (MLPs)***** | Fee for direct investments in MLPs: 0.60% of average daily net assets to $300 million; and 0.50% of daily net assets over $300 million** | $271,577 | $266,560 | $339,360 |
PGIM Fixed Income/PGIM Limited (Broad Market High Yield strategy)**** | 0.25% | $176,646*** | $205,888 | $225,046 |
Subadvisory Fee Rates & Subadvisory Fees Paid | ||||
Subadviser | Fee Rate | 2019 | 2018 | 2017 |
PGIM Fixed Income/PGIM Limited (Emerging Markets Debt strategy)**** | 0.45% to $200 million; 0.40% over $200 million | $300,237*** | $258,602 | $271,500 |
PGIM Real Estate**** | 0.40% | $191,267 | $193,369 | $155,569 |
Other Funds and Investment Accounts Managed by the Portfolio Managers | ||||
Subadviser | Portfolio Managers | Registered Investment Companies/Total Assets | Other Pooled Investment Vehicles/ Total Assets | Other Accounts/ Total Assets |
QMA LLC | Edward L. Campbell, CFA | 47/$59,626,729,376 | 3/$1,103,150,460 | 22/$1,137,359,257 |
Rory Cummings, CFA | 47/$59,626,729,376 | 3/$1,103,150,460 | 22/$1,137,359,257 | |
Peter Vaiciunas, CFA | 47/$59,626,729,376 | 3/$1,103,150,460 | 22/$1,137,359,257 | |
Jennison Associates LLC | Ubong “Bobby” Edemeka | 7/$5,579,493,000 | 1/$39,827,000 | None |
Shaun Hong, CFA | 7/$5,579,493,000 | 1/$39,827,000 | None | |
PGIM Fixed Income* PGIM Limited* | ||||
PGIM Real Estate* | ||||
PGIM Real Estate (UK) Limited* |
Personal Investments and Financial Interests of the Portfolio Managers | ||
Subadviser | Portfolio Managers | Investments and Other Financial Interests in the Fund and Similar Strategies* |
QMA LLC | Edward L. Campbell, CFA | $10,001 - $50,000 |
Rory Cummings, CFA | $1 - $10,000 | |
Peter Vaiciunas, CFA | $1 - $10,000 | |
Jennison Associates LLC | Ubong “Bobby” Edemeka | $500,001 - $1,000,000 |
Shaun Hong, CFA | Over $1,000,000 | |
PGIM Fixed Income* PGIM Limited* | ||
PGIM Real Estate* |
Personal Investments and Financial Interests of the Portfolio Managers | ||
Subadviser | Portfolio Managers | Investments and Other Financial Interests in the Fund and Similar Strategies* |
PGIM Real Estate (UK) Limited* |
■ | Elimination of the conflict; |
■ | Disclosure of the conflict; or |
■ | Management of the conflict through the adoption of appropriate policies and procedures. |
■ | Asset-Based Fees vs. Performance-Based Fees; Other Fee Considerations. QMA manages accounts with asset-based fees alongside accounts with performance-based fees. Asset-based fees are calculated based on the value of a client’s portfolio at periodic measurement dates or over specified periods of time. Performance-based fees are generally based on a share of the total return of a portfolio, and may offer greater upside potential to QMA than asset-based fees, depending on how the fees are structured. This side-by-side management could create an incentive for QMA to favor one account over another. Specifically, QMA could have the incentive to favor accounts for which it receives performance fees, and possibly take greater investment risks in those accounts, in order to bolster performance and increase its fees. In addition, since fees are negotiable, one client may be paying a higher fee than another client with similar investment objectives or goals. In negotiating fees, QMA takes into account a number of factors including, but not limited to, the investment strategy, the size of a portfolio being managed, the relationship with the client, and the required level of service. Fees may also differ based on account type. For example, fees for commingled vehicles, including those that QMA subadvises, may differ from fees charged for single client accounts. |
■ | Long Only/Long-Short Accounts. QMA manages accounts that only allow it to hold securities long as well as accounts that permit short selling. QMA may, therefore, sell a security short in some client accounts while holding the same security long in other client accounts, creating the possibility that QMA is taking inconsistent positions with respect to a particular security in different client accounts. |
■ | Compensation/Benefit Plan Accounts/Other Investments by Investment Professionals. QMA manages certain funds and strategies whose performance is considered in determining long-term incentive plan benefits for certain investment professionals. Investment professionals involved in the management of accounts in these strategies have an incentive to favor them over other accounts they manage in order to increase their compensation. Additionally, QMA’s investment professionals may have an interest in funds in those strategies if the funds are chosen as options in their 401(k) or deferred compensation plans offered by Prudential or if they otherwise invest in those funds directly. |
■ | Affiliated Accounts. QMA manages accounts on behalf of its affiliates as well as unaffiliated accounts. QMA could have an incentive to favor accounts of affiliates over others. |
■ | Non-Discretionary Accounts or Model Portfolios. QMA provides non-discretionary model portfolios to some clients and manages other portfolios on a discretionary basis. When QMA manages accounts on a non-discretionary basis, the investment team will typically deliver a model portfolio to a non-discretionary client at or around the same time as executing discretionary trades in the same strategy. The non-discretionary clients may be disadvantaged if QMA delivers the model investment portfolio to them after it initiates trading for the discretionary clients, or vice versa. |
■ | Large Accounts/Higher Fee Strategies. Large accounts typically generate more revenue than do smaller accounts and certain strategies have higher fees than others. As a result, a portfolio manager has an incentive when allocating investment opportunities to favor accounts that pay a higher fee or generate more income for QMA. |
■ | Securities of the Same Kind or Class. QMA sometimes buys or sells, or directs or recommends that a client buy or sell, securities of the same kind or class that are purchased or sold for another client, at prices that may be different. Although such pricing differences could appear as preferences for one client over another, QMA’s trade execution in each case is driven by its consideration of a variety of factors as we seek the most advantageous terms reasonably attainable in the circumstances. QMA may also, at any time, execute trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account, or not trade in any other account. Opposite way trades are generally due to differences in investment strategy, portfolio composition or client direction. |
■ | Conflicts Arising Out of Legal Restrictions. QMA may be restricted by law, regulation, contract or other constraints as to how much, if any, of a particular security it may purchase or sell on behalf of a client, and as to the timing of such purchase or sale. Sometimes, these restrictions apply as a result of QMA’s relationship with Prudential Financial and its other affiliates. For example, QMA’s holdings of a security on behalf of its clients are required, under certain regulations, to be aggregated with the holdings of that security by other Prudential Financial affiliates. These holdings could, on an aggregate basis, exceed certain reporting or ownership thresholds. Prudential tracks these aggregate holdings and QMA may restrict purchases, sell existing investments, or otherwise restrict, forego or limit the exercise of rights to clients to avoid crossing such thresholds because of the potential consequences to QMA, Prudential, or QMA’s clients if such thresholds are exceeded. In addition, QMA could receive material, non-public information with respect to a particular issuer from an affiliate and, as a result, be unable to execute purchase or sale transactions in securities of that issuer for its clients. QMA is generally able to avoid receiving material, non-public information from its affiliates by maintaining information barriers to prevent the transfer of information between affiliates. QMA's trading of Prudential Financial common stock for its clients' portfolios also presents a conflict of interest and, consequently, QMA does so only when permitted by its clients. |
■ | The Fund may be prohibited from engaging in transactions with its affiliates even when such transactions may be beneficial for the Fund. Certain affiliated transactions are permitted in accordance with procedures adopted by the Fund and reviewed by the independent board members of the Fund. |
■ | QMA performs asset allocation services as subadviser for affiliated mutual funds managed or co-managed by the Manager, including for some portfolios offered by the Funds. Where, in these arrangements, QMA also manages underlying funds or accounts within asset classes included in the mutual fund guidelines (as is the case with the Funds), QMA will allocate assets to such underlying funds, vehicles or accounts. In these circumstances, QMA receives both an asset allocation fee and a management fee. As a result, QMA has an incentive to allocate assets to an asset class or vehicle that it manages in order to increase its fees. To help mitigate this conflict, the compliance group reviews the asset allocation to determine that the investments were made within the guidelines established for each asset class or fund (including the Funds). |
■ | QMA’s affiliates can have an incentive to seek to influence QMA’s asset allocation decisions, for example to facilitate hedging or improve profit margins. Through training and the establishment of communication barriers, however, QMA seeks to avoid any influence by its affiliates and implements its asset allocation decisions solely in what QMA believes to be the best interests of the funds and in compliance with applicable guidelines. QMA also believes that it makes such allocations in a manner consistent with its fiduciary obligations. |
■ | In certain arrangements, QMA subadvises mutual funds for the Manager through a program where they have selected QMA as a manager, resulting in QMA’s collection of subadvisory fees from them. The Manager also selects managers for some of QMA’s asset allocation products and, in certain cases, is compensated by QMA for these services under service agreements. The Manager and QMA may have a mutual incentive to continue these types of arrangements that benefit both companies. These and other types of conflicts of interest are reviewed to verify that appropriate oversight is performed. |
■ | QMA, Prudential Financial, Inc., The Prudential Insurance Company of America (PICA) and other affiliates of QMA have financial interests in, or relationships with, companies whose securities QMA holds, purchases or sells in its client accounts. Certain of these interests and relationships are material to QMA or to the Prudential enterprise. At any time, these interests and relationships could be inconsistent or in potential or actual conflict with positions held or actions taken by QMA on behalf of its client accounts. For example, QMA invests in the securities of one or more clients for the accounts of other clients. QMA’s affiliates sell various products and/or |
services to certain companies whose securities QMA purchases and sells for its clients. QMA’s affiliates hold public and private debt and equity securities of a large number of issuers. QMA invests in some of the same issuers for its client accounts but at different levels in the capital structure. For instance, QMA may invest client assets in the equity of companies whose debt is held by an affiliate. Certain of QMA’s affiliates (as well as directors of QMA’s affiliates) are officers or directors of issuers in which QMA invests from time to time. These issuers may also be service providers to QMA or its affiliates. In general, conflicts related to the financial interests described above are addressed by the fact that QMA makes investment decisions for each client independently considering the best economic interests of such client. | |
■ | Certain of QMA’s employees may offer and sell securities of, and interests in, commingled funds that QMA manages or subadvises. Employees may offer and sell securities in connection with their roles as registered representatives of Prudential Investment Management Services LLC (a broker-dealer affiliate), or as officers, agents, or approved persons of other affiliates. There is an incentive for QMA’s employees to offer these securities to investors regardless of whether the investment is appropriate for such investor since increased assets in these vehicles will result in increased advisory fees to QMA. In addition, although sales commissions are not paid for such activities, such sales could result in increased compensation to the employee. To mitigate this conflict, QMA performs suitability checks on new clients as well as on an annual basis with respect to all clients. |
■ | A portion of the long-term incentive grant of some of QMA’s investment professionals will increase or decrease based on the performance of several of QMA’s strategies over defined time periods. Consequently, some of QMA’s portfolio managers from time to time have financial interests in the accounts they advise. To address potential conflicts related to these financial interests, QMA has procedures, including supervisory review procedures, designed to verify that each of its accounts is managed in a manner that is consistent with QMA’s fiduciary obligations, as well as with the account’s investment objectives, investment strategies and restrictions. Specifically, QMA’s chief investment officer will perform a comparison of trading costs between accounts in the strategies whose performance is considered in connection with the long-term incentive grant and other accounts, to verify that such costs are consistent with each other or otherwise in line with expectations. The results of the analysis are discussed at a meeting of QMA's Trade Management Oversight Committee. |
■ | QMA retains third party advisors and other service providers to provide various services for QMA as well as for funds that QMA manages or subadvises. A service provider may provide services to QMA or one of its funds while also providing services to PGIM, Inc. (PGIM) other PGIM-advised funds, or affiliates of PGIM, and may negotiate rates in the context of the overall relationship. QMA may benefit from negotiated fee rates offered to its funds and vice-versa. There is no assurance, however, that QMA will be able to obtain advantageous fee rates from a given provider negotiated by its affiliates based on their relationship with the service provider, or that it will know of such negotiated fee rates. |
■ | Occasionally, a conflict of interest may arise in connection with proxy voting. For example, the issuer of the securities being voted may also be a client or affiliate of QMA. When QMA identifies an actual or potential conflict of interest between QMA and its clients or affiliates, QMA votes in accordance with the policy of its proxy voting advisor rather than its own policy. In that manner, QMA seeks to maintain the independence and objectivity of the vote. |
■ | One-, three-, five-year and longer term pre-tax investment performance for groupings of accounts managed in the same strategy (composite) relative to market conditions, pre-determined passive indices and industry peer group data for the product strategy (e.g., large cap growth, large cap value). Some portfolio managers may manage or contribute ideas to more than one product strategy, and the performance of the other product strategies is also considered in determining the portfolio manager’s overall compensation. |
■ | The investment professional’s contribution to client portfolio’s pre-tax one-, three-, five-year and longer-term performance from the investment professional’s recommended stocks relative to market conditions, the strategy’s passive benchmarks, and the investment professional’s respective coverage universes. |
■ | The quality of the portfolio manager’s investment ideas and consistency of the portfolio manager’s judgment; |
■ | Qualitative factors such as teamwork and responsiveness; |
■ | Individual factors such as years of experience and responsibilities specific to the individual’s role such as being a team leader or supervisor are also factored into the determination of an investment professional’s total compensation; and |
■ | Historical and long-term business potential of the product strategies. |
1. | business initiatives; |
2. | the number of investment professionals receiving a bonus and related peer group compensation; |
3. | financial metrics of the business relative to those of appropriate peer groups; and |
4. | investment performance of portfolios: (i) relative to appropriate peer groups; and/or (ii) as measured against relevant investment indices. |
■ | elimination of the conflict; |
■ | disclosure of the conflict; or |
■ | management of the conflict through the adoption of appropriate policies, procedures or other mitigants. |
■ | Performance Fees - PGIM Fixed Income manages accounts with asset-based fees alongside accounts with performance-based fees. This side-by-side management may be deemed to create an incentive for PGIM Fixed Income and its investment professionals to favor one account over another. Specifically, PGIM Fixed Income or its affiliates could be considered to have the incentive to favor accounts for which PGIM Fixed Income or an affiliate receives performance fees, and possibly take greater investment risks in those accounts, in order to bolster performance and increase its fees. |
■ | Affiliated accounts - PGIM Fixed Income manages accounts on behalf of its affiliates as well as unaffiliated accounts. PGIM Fixed Income could be considered to have an incentive to favor accounts of affiliates over others. |
■ | Large accounts/higher fee strategies - large accounts and clients typically generate more revenue than do smaller accounts or clients and certain of PGIM Fixed Income’s strategies have higher fees than others. As a result, a portfolio manager could be considered to have an incentive when allocating scarce investment opportunities to favor accounts that pay a higher fee or generate more income for PGIM Fixed Income. |
■ | Long only and long/short accounts - PGIM Fixed Income manages accounts that only allow it to hold securities long as well as accounts that permit short selling. PGIM Fixed Income may, therefore, sell, and has at times sold, a security short in some client accounts while holding the same security long in other client accounts. These short sales could reduce the value of the securities held in the long only accounts. In addition, purchases for long only accounts could have a negative impact on the short positions. |
■ | Securities of the same kind or class - PGIM Fixed Income sometimes buys or sells, or direct or recommend that a client buy or sell, securities of the same kind or class that are purchased or sold for another client at prices that may be different. Although such pricing differences could appear as preferences for one client over another, PGIM Fixed Income’s trade execution in each case is driven by its consideration of a variety of factors as PGIM Fixed Income seeks the most advantageous terms reasonably attainable in the circumstances. PGIM Fixed Income may also, at any time, execute, and has at times executed, trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account, or not trade such securities in any other account. While such trades (or a decision not to trade) could appear as inconsistencies in how PGIM Fixed Income views a security for one client versus another, opposite way trades are generally due to differences in investment strategy, portfolio composition or client direction. |
■ | Investment at different levels of an issuer’s capital structure - PGIM Fixed Income may invest, and has at times invested, client assets in the same issuer, but at different levels in the issuer’s capital structure. For instance, PGIM Fixed Income may invest, and has at times invested, client assets in private securities or loans of an issuer and invest the assets of other clients in publicly traded securities of the same issuer. In addition, PGIM Fixed Income may invest, and has at times invested, client assets in a class or tranche of securities of a securitized finance vehicle (such as a collateralized loan obligation, asset-backed security or mortgage-backed security) where PGIM Fixed Income also, at the same or different time, invests the assets of another client (including affiliated clients) in a different class or tranche of securities of the same vehicle. These different securities may have different voting rights, dividend or repayment priorities, rights in bankruptcy or other features that conflict with one another. For some of these securities (particularly private securitized product investments for which clients own all or a significant portion of the outstanding securities or obligations), PGIM Fixed Income may have, and has had, input regarding the characteristics and the relative rights and priorities of the various classes or tranches. |
■ | When PGIM Fixed Income invests client assets in different levels of an issuer’s capital structure, it is permitted to take actions with respect to the assets held by one client (including affiliated clients) that are potentially adverse to other clients, for example, by foreclosing on loans or by putting an issuer into default. In negotiating the terms and conditions of any such investments, or any subsequent amendments or waivers, PGIM Fixed Income may find that the interests of a client and the interests of one or more other clients (including affiliated clients) could conflict. In these situations, decisions over proxy voting, corporate reorganizations, how to exit an investment, bankruptcy matters (including, for example, whether to trigger an event of default or the terms of any workout) or other actions or inactions may result in conflicts of interest. Similarly, if an issuer in which a client and one or more other clients directly or indirectly hold different classes of securities encounters financial problems, decisions over the terms of any workout will raise conflicts of interest (including potential conflicts over proposed waivers and amendments to debt covenants). For example, a senior bond holder may prefer a liquidation of the issuer in which it may be paid in full, whereas an equity or junior bond holder might prefer a reorganization that holds the potential to create value for the equity holders or junior bond holders. In some cases, PGIM Fixed Income may refrain, and has at times refrained, from taking certain actions or making investments on behalf of certain clients or PGIM Fixed Income may sell, and has at times sold, investments for certain clients, in each case in order to mitigate conflicts of interest or legal, regulatory or other risks to PGIM Fixed Income. This could potentially disadvantage the clients on whose behalf the actions are not taken, investments are not made, or investments are sold. Conversely, in other cases, PGIM Fixed Income will not refrain, and has at times not refrained, from taking actions or making investments on behalf of some clients (including affiliated clients), which could potentially disadvantage other clients. Any of the foregoing conflicts of interest will be resolved on a case-by-case basis. Any such resolution will take into consideration the interests of the relevant clients, the circumstances giving rise to the conflict and applicable laws. |
■ | Financial interests of investment professionals - PGIM Fixed Income investment professionals from time to time invest in certain investment vehicles that it manages, including ETFs, mutual funds and collective investment trusts. Also, certain of these investment vehicles are options under the 401(k) and deferred compensation plans offered by Prudential Financial, Inc. In addition, the value of grants under PGIM Fixed Income’s long-term incentive plan and targeted long-term incentive plan is affected by the performance of certain client accounts. As a result, PGIM Fixed Income investment professionals have financial interests in accounts managed by PGIM Fixed Income or that are related to the performance of certain client accounts. |
■ | Non-discretionary/limited discretion accounts - PGIM Fixed Income provides non-discretionary investment advice to some clients and manages others on a discretionary basis. Trades in non-discretionary accounts or accounts where discretion is limited could occur before, in concert with, or after PGIM Fixed Income executes similar trades in its discretionary accounts. The non-discretionary/limited discretion clients may be disadvantaged if PGIM Fixed Income delivers investment advice to them after it initiates trading for the discretionary clients, or vice versa. |
■ | In keeping with PGIM Fixed Income’s fiduciary obligations, its policy with respect to trade aggregation and allocation is to treat all of its client accounts fairly and equitably over time. PGIM Fixed Income’s trade management oversight committee, which generally meets quarterly, is responsible for providing oversight with respect to trade aggregation and allocation. Its compliance group periodically |
reviews a sampling of new issue allocations and related documentation to confirm compliance with the trade aggregation and allocation procedures. In addition, the compliance and investment risk management groups review forensic reports regarding new issue and secondary trade activity on a quarterly basis. This forensic analysis includes such data as the: (i) number of new issues allocated in the strategy; (ii) size of new issue allocations to each portfolio in the strategy; (iii) profitability of new issue transactions; (iv) portfolio turnover; and (v) metrics related to large and block trade activity. The results of these analyses are reviewed and discussed at PGIM Fixed Income’s trade management oversight committee meetings. The procedures above are designed to detect patterns and anomalies in PGIM Fixed Income’s side-by-side management and trading so that it may assess and improve its processes. | |
■ | PGIM Fixed Income has procedures that specifically address its side-by-side management of certain long/short and long only portfolios. These procedures address potential conflicts that could arise from differing positions between long/short and long only portfolios. In addition, lending opportunities with respect to securities for which the market is demanding a slight premium rate over normal market rates are allocated to long only accounts prior to allocating the opportunities to long/short accounts. |
■ | Conflicts Related to Investment of Client Assets in Affiliated Funds. PGIM Fixed Income invests, and may in the future invest, client assets in funds that it manages or subadvises for an affiliate. PGIM Fixed Income also invests cash collateral from securities lending transactions in these funds. These investments benefit both PGIM Fixed Income and its affiliate. |
■ | Insurance Affiliate General Accounts. Because of the substantial size of the general accounts of PGIM Fixed Income’s affiliated insurance companies (the “Insurance Affiliates”), trading by these general accounts, including PGIM Fixed Income’s trades on behalf of the accounts, may affect the market prices or limit the availability of the securities or instruments transacted. Although PGIM Fixed Income does not expect that the general accounts of affiliated insurers will execute transactions that will move a market frequently, and generally only in response to unusual market or issuer events, the execution of these transactions could have an adverse effect on transactions for or positions held by other clients. |
■ | PGIM Fixed Income invests in the securities of one or more clients for the accounts of other clients. |
■ | PGIM Fixed Income’s affiliates sell various products and/or services to certain companies whose securities PGIM Fixed Income purchases and sells for PGIM Fixed Income clients. |
■ | PGIM Fixed Income invests in the debt securities of companies whose equity is held by its affiliates. |
■ | PGIM Fixed Income’s affiliates hold public and private debt and equity securities of a large number of issuers. PGIM Fixed Income invests in some of the same issuers for other client accounts but at different levels in the capital structure. For example: |
■ | Affiliated accounts have held and can in the future hold the senior debt of an issuer whose subordinated debt is held by PGIM Fixed Income’s clients or hold secured debt of an issuer whose public unsecured debt is held in client accounts. See “Investment at different levels of an issuer’s capital structure” above for additional information regarding conflicts of interest resulting from investment at different levels of an issuer’s capital structure. |
■ | it provides advisory services to the proprietary accounts of investment consultants and/or their affiliates, and advisory services to funds offered by investment consultants and/or their affiliates; |
■ | it invites investment consultants to events or other entertainment hosted by PGIM Fixed Income; |
■ | it purchases software applications, market data, access to databases, technology services and other products or services from certain investment consultants; and |
■ | it may pay for the opportunity to participate in conferences organized by investment consultants. |
Securities Lending Activities | |
Gross income from securities lending activities | $278,965 |
Fees and/or compensation for securities lending activities and related services | |
Fees paid to securities lending agent from a revenue split | $(5,237) |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) | $(7,666) |
Administrative fees not included in revenue split | $0 |
Indemnification fee not included in revenue split | $0 |
Rebate (paid to borrower) | $(205,938) |
Other fees not included in revenue split (specify) | $0 |
Aggregate fees/compensation for securities lending activities | $(218,841) |
Securities Lending Activities | |
Net income from securities lending activities | $60,124 |
Fees Paid to PMFS | Amount |
PGIM Income Builder Fund | $104,439 |
Payments Received by the Distributor | |
PGIM Income Builder Fund | |
Class A Distribution and Service (12b-1) fees | $382,664 |
Payments Received by the Distributor | |
PGIM Income Builder Fund | |
Class A Initial Sales Charges | $266,610 |
Class A Contingent Deferred Sales Charges (CDSC) | $- |
Class B Distribution and Service (12b-1) fees | $14,170 |
Class B Contingent Deferred Sales Charges (CDSC) | $601 |
Class C Distribution and Service (12b-1) fees | $1,034,406 |
Class C Contingent Deferred Sales Charges (CDSC) | $5,556 |
Class R Distribution and Service (12b-1) fees | $8,938 |
Amounts Spent by Distributor | |||||
Fund | Share Class | Printing & Mailing Prospectuses to Other than Current Shareholders | Compensation to Broker/Dealers for Commissions to Representatives and Other Expenses* | Overhead Costs ** | Total Amount Spent by Distributor |
PGIM Income Builder Fund | |||||
Class A | $0 | $388,270 | $14,691 | $402,961 | |
Class B | $0 | $3,587 | $0 | $3,587 | |
Class C | $0 | $1,008,605 | $24,994 | $1,033,599 | |
Class R | $0 | $1,680 | $3,168 | $4,848 |
■ | Ameriprise Financial, Inc. |
■ | Wells Fargo Advisors, LLC |
■ | Prudential Retirement |
■ | Charles Schwab & Co, Inc. |
■ | Morgan Stanley Smith Barney |
■ | Raymond James Financial |
■ | National Financial Services |
■ | Merrill Lynch Pierce Fenner & Smith Inc. |
■ | LPL Financial LLC |
■ | UBS |
■ | Edward Jones |
■ | Commonwealth Financial Network |
■ | Matrix Financial Group |
■ | Empower Retirement |
■ | Cetera Advisor Networks |
■ | Principal Securities Inc. |
■ | PNC |
■ | AIG Advisor Group |
■ | Voya Financial |
■ | ADP Broker Dealer, Inc. |
■ | John Hancock |
■ | American United Life Insurance Co. |
■ | Nationwide Investment Services Co. |
■ | TIAA |
■ | Massachusetts Mutual |
■ | Midatlantic Capital Group |
■ | Standard Insurance Company |
■ | Ascensus, LLC. |
■ | Northwestern Mutual |
■ | Securities America, Inc. |
■ | Talcott Resolution Life |
■ | Reliance Trust Company |
■ | Alight Solutions LLC |
■ | RBC Capital Markets, LLC |
■ | T. Rowe Price |
■ | Cambridge Investment Research |
■ | The Vanguard Group, Inc. |
■ | Conduent, Inc. |
■ | TD Ameritrade |
■ | Sammons Retirement Solutions |
■ | Lincoln Financial Group |
■ | Valic Financial Advisors Inc. |
■ | Citigroup Inc. |
■ | Security Benefit |
■ | Janney Montgomery Scott, LLC |
■ | Newport Group, Inc. |
■ | Securities Service Network, LLC |
■ | KMS Financial Services Inc |
■ | Triad Advisors, LLC |
■ | Northern Trust |
■ | Oppenheimer & Co, Inc. |
■ | Investacorp |
Class A | |
NAV and redemption price per Class A share | $9.69 |
Maximum initial sales charge (4.50% of public offering price) | $0.46 |
Maximum offering price to public | $10.15 |
Class B | |
NAV, offering price and redemption price per Class B share | $9.49 |
Class C | |
NAV, offering price and redemption price per Class C share | $9.49 |
Class R | |
NAV, offering price and redemption price per Class R share | $9.68 |
Class Z | |
NAV, offering price and redemption price per Class Z share | $9.76 |
Class R6 | |
NAV, offering price and redemption price per Class R6 share | $9.76 |
Brokerage Commissions Paid by the Fund | 2019 | 2018 | 2017 |
Total brokerage commissions paid by the Fund | $400,378 | $325,565 | $351,478 |
Total brokerage commissions paid to affiliated brokers | None | None | None |
Percentage of total brokerage commissions paid to affiliated brokers | 0.00% | 0.00% | 0.00% |
Percentage of the aggregate dollar amount of portfolio transactions involving the payment of commissions to affiliated brokers | 0.00% | 0.00% | 0.00% |
Broker-Dealer Securities Holdings ($) (as of most recently completed fiscal year) | |||
Fund Name | Broker/Dealer Name | Equity/Debt | Amount |
PGIM Income Builder Fund | Merrill Lynch Professional Clearing Corp | Equity | 1,797,775 |
J.P. Morgan Securities LLC | Equity | 2,305,773 |
Principal Fund Shareholders (as of December 10, 2019) | |||
Fund Name and Share Class | Shareholder Name and Address | No. of Shares | % of Class |
PGIM Income Builder Fund – Class A | National Financial Services LLC For Exclusive Benefit of Our Customers Attn: Mutual Funds Dept – 4th Floor 499 Washington Blvd Jersey City, NJ 07310 | 2,703,759.646 | 16.79% |
Principal Fund Shareholders (as of December 10, 2019) | |||
Fund Name and Share Class | Shareholder Name and Address | No. of Shares | % of Class |
Wells Fargo Clearing Svcs LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St. Saint Louis, MO 63103-2523 | 2,303,655.194 | 14.31% | |
Edward Jones & Co. Attn: Mutual Fund Shareholder Accounting 201 Progress Pkwy Maryland Hts, MO 63043-3003 | 1,567,164.345 | 9.73% | |
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 | 923,262.011 | 5.73% | |
PGIM Income Builder Fund – Class B | National Financial Services LLC For Exclusive Benefit of Our Customers Attn: Mutual Funds Dept – 4th Floor 499 Washington Blvd Jersey City, NJ 07310 | 27,699.124 | 23.71% |
Wells Fargo Clearing Svcs LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St. Saint Louis, MO 63103-2523 | 18,383.203 | 15.74% | |
American Enterprise Investment Svc 707 2nd Ave South Minneapolis, MN 55402-2405 | 10,924.411 | 9.35% | |
Morgan Stanley Smith Barney LLC For Exclusive Benefit of its Customers 1 New York Plaza – Fl 12 New York, NY 10004-1901 | 9,422.400 | 8.07% | |
Oppenheimer & Co Inc. FBO Marino Living Trust UAD Steven L Marino & Christine M Marino Trustees 251 N Iowa Ave | 6,426.738 | 5.50% | |
PGIM Income Builder Fund – Class C | Wells Fargo Clearing Svcs LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St. Saint Louis, MO 63103-2523 | 1,717,850.774 | 16.25% |
American Enterprise Investment Svc 707 2nd Ave South Minneapolis, MN 55402-2405 | 1,119,010.084 | 10.59% | |
Raymond James Omnibus for Mutual Funds House Acct Firm 92500015 Attn: Courtney Waller 880 Carillon Parkway St. Petersburg, FL 33716 | 1,095,695.926 | 10.37% | |
Morgan Stanley Smith Barney LLC For Exclusive Benefit of its Customers 1 New York Plaza – Fl 12 New York, NY 10004-1901 | 1,066,038.469 | 10.09% | |
Charles Schwab Co. Special Custody Acct FBO Customers Attn: Mutual Funds 211 Main St. San Francisco, CA 94105-1901 | 951,876.574 | 9.01% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attn: Mutual Funds Dept – 4th Floor 499 Washington Blvd Jersey City, NJ 07310 | 889,180.325 | 8.41% |
Principal Fund Shareholders (as of December 10, 2019) | |||
Fund Name and Share Class | Shareholder Name and Address | No. of Shares | % of Class |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 835,535.401 | 7.91% | |
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 | 818,795.642 | 7.75% | |
Merrill Lynch, Pierce, Fenner & Smith For the Sole Benefit of its Customer 4800 Deer Lake Dr. E Jacksonville, FL 32246-6484 | 537,855.748 | 5.09% | |
PGIM Income Builder Fund – Class R | National Financial Services LLC For Exclusive Benefit of Our Customers Attn: Mutual Funds Dept – 4th Floor 499 Washington Blvd Jersey City, NJ 07310 | 139,072.681 | 78.75% |
Ascensus Trust Company FBO Cosco, Inc. 401(K) Profit Sharing Ascensus Trust Company PO BOX 10577 Fargo, ND 58106“ | 29,245.675 | 16.56% | |
PGIM Income Builder Fund – Class Z | Morgan Stanley Smith Barney LLC For Exclusive Benefit of its Customers 1 New York Plaza – Fl 12 New York, NY 10004-1901 | 2,722,535.595 | 17.67% |
Merrill Lynch, Pierce, Fenner & Smith For the Sole Benefit of its Customer 4800 Deer Lake Dr. E Jacksonville, FL 32246-6484 | 2,326,045.858 | 15.09% | |
American Enterprise Investment Svc 707 2nd Ave South Minneapolis, MN 55402-2405 | 1,676,480.963 | 10.88% | |
Wells Fargo Clearing Svcs LLC Special Custody Acct for the Exclusive Benefit of Customer 2801 Market St. Saint Louis, MO 63103-2523 | 1,625,150.611 | 10.55% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 1,625,003.866 | 10.54% | |
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 | 1,324,606.121 | 8.60% | |
Raymond James Omnibus for Mutual Funds House Acct Firm 92500015 Attn: Courtney Waller 880 Carillon Parkway St. Petersburg, FL 33716 | 1,113,223.733 | 7.22% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attn: Mutual Funds Dept – 4th Floor 499 Washington Blvd Jersey City, NJ 07310 | 889,126.980 | 5.77% | |
Charles Schwab Co. Special Custody Acct FBO Customers Attn: Mutual Funds 211 Main St. San Francisco, CA 94105-1901 | 832,979.892 | 5.41% |
Principal Fund Shareholders (as of December 10, 2019) | |||
Fund Name and Share Class | Shareholder Name and Address | No. of Shares | % of Class |
PGIM Income Builder Fund – Class R6 | Edward Jones & Co. Attn: Mutual Fund Shareholder Accounting 201 Progress Pkwy Maryland Hts, MO 63043-3003 | 520,621.396 | 98.30% |
■ | After a shareholder is deceased or permanently disabled (or, in the case of a trust account, after the death or disability of the grantor). This waiver applies to individual shareholders as well as shares held in joint tenancy, provided the shares were purchased before the death or permanent disability, |
■ | To provide for certain distributions—made without IRS penalty—from a qualified or tax-deferred retirement plan, benefit plan, IRA or Section 403(b) custodial account, and |
■ | To withdraw excess contributions from a qualified or tax-deferred retirement plan, IRA or Section 403(b) custodial account. |
■ | A request for release of portfolio holdings shall be prepared setting forth a legitimate business purpose for such release which shall specify the Fund(s), the terms of such release, and frequency (e.g., level of detail, staleness). Such request shall address whether there are any conflicts of interest between the Fund and the investment adviser, subadviser, principal underwriter or any affiliated person thereof and how such conflicts shall be dealt with to demonstrate that the disclosure is in the best interest of the shareholders of the Fund(s). |
■ | The request shall be forwarded to PGIM Investments’ Product Development Group and to the Chief Compliance Officer or his delegate for review and approval. |
■ | A confidentiality agreement in the form approved by the Fund officer must be executed by the recipient of the portfolio holdings. |
■ | A Fund officer shall approve the release and the agreement. Copies of the release and agreement shall be sent to PGIM Investments’ Law Department. |
■ | Written notification of the approval shall be sent by such officer to PGIM Investments’ Fund Administration Group to arrange the release of portfolio holdings. |
■ | PGIM Investments’ Fund Administration Group shall arrange the release by the Custodian Bank. |
■ | Full holdings on a daily basis to Institutional Shareholder Services (ISS), Broadridge and Glass, Lewis & Co. (proxy voting administrator/agents) at the end of each day; |
■ | Full holdings on a daily basis to ISS (securities class action claims administrator) at the end of each day; |
■ | Full holdings on a daily basis to the Fund's subadviser(s), Custodian Bank, sub-custodian (if any) and accounting agents (which includes the Custodian Bank and any other accounting agent that may be appointed) at the end of each day. When the Fund has more than one subadviser, each subadviser receives holdings information only with respect to the “sleeve” or segment of the Fund for which the subadviser has responsibility; |
■ | Full holdings to the Fund's independent registered public accounting firm as soon as practicable following the Fund's fiscal year-end or on an as-needed basis; |
■ | Full holdings to the Fund’s counsel on an as-needed basis; |
■ | Full holdings to counsel of the Fund’s independent board members on an as-needed basis; and |
■ | Full holdings to financial printers as soon as practicable following the end of the Fund's quarterly, semi-annual and annual period-ends. |
■ | Fund trades on a quarterly basis to Abel/Noser Corp. (an agency-only broker and transaction cost analysis company) as soon as practicable following the Fund's fiscal quarter-end; |
■ | Full holdings on a daily basis to FactSet Research Systems, Inc. (investment research provider) at the end of each day; |
■ | Full holdings on a daily basis to FT Interactive Data (a fair value information service) at the end of each day; |
■ | Full holdings on a quarterly basis to Frank Russell Company (investment research provider) when made available; |
■ | Full holdings on a monthly basis to Fidelity Advisors (wrap program provider) approximately five days after the end of each month (PGIM Jennison Growth Fund and certain other selected PGIM Funds only); |
■ | Full holdings on a daily basis to ICE (InterContinental Exchange), IHS Markit and Thompson Reuters (securities valuation); |
■ | Full holdings on a daily basis to Standard & Poor’s Corporation (securities valuation); |
■ | Full holdings on a monthly basis to FX Transparency (foreign exchange/transaction analysis) when made available. |
I. | Policy |
II. | Procedures |
■ | Jennison managing the pension plan of the issuer. |
■ | Jennison or its affiliates have a material business relationship with the issuer. |
■ | Jennison investment professionals who are related to a person who is senior management or a director at a public company. |
■ | Jennison has a material investment in a security that the investment professional who is responsible for voting that security’s proxy also holds the same security personally. |
III. | Internal Controls |
■ | Review potential Material Conflicts and decide whether a material conflict is present, and needs to be addressed according to these policies and procedures. |
■ | Review the Guidelines in consultation with the Investment Professionals and make revisions as appropriate. |
■ | Review these Policies and Procedures annually for accuracy and effectiveness, and recommend and adopt any necessary changes. |
■ | Review all Guideline overrides. |
■ | Review quarterly voting metrics and analysis published by the Proxy Team. |
■ | Review the performance of the proxy voting vendor and determine whether Jennison should continue to retain their services. The Committee will consider the following factors while conducting their review: |
■ | Accuracy and completeness of research reports, engagement with issuers, potential conflicts of interest and overall administration of Jennison’s proxy voting recommendations. |
IV. | Escalating Concerns |
V. | Discipline and Sanctions |
■ | Amortization schedule-the longer the final maturity relative to other maturities the more likely it will be treated as a note. |
■ | Source of payment-the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
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