497 1 jennsmallco08082011.htm


PROSPECTUS November 23, 2010 (as supplemented August 8, 2011)

Prudential Jennison Small Company Fund, Inc.

Ticker Symbols

Class A: PGOAX Class Q: PJSQX
Class B: CHNDX Class R: JSCRX
Class C: PSCCX Class Z: PSCZX
Class M: JSCMX

FUND TYPE

Small/Mid-Cap Stock

OBJECTIVE

Capital growth

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved the Fund’s shares, nor has the SEC determined that this prospectus is complete or accurate. It is a criminal offense to state otherwise.

Prudential Investments, Prudential, the Prudential logo, and the Rock symbol are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

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


Table of Contents

Visit our website at www.prudentialfunds.com

Prudential Jennison Small Company Fund, Inc.

FUND SUMMARY

INVESTMENT OBJECTIVE

The investment objective of the Fund is capital growth. This means that we seek investments whose prices will increase over time.

FUND FEES AND EXPENSES

The tables below describe the sales charges, fees and expenses that you may pay if you buy and hold shares of the Fund.

You may qualify for sales charge discounts if you and an eligible group of investors purchase, or agree to purchase in the future, $25,000 or more in shares of the Fund or other funds in the Prudential Investments family of funds. More information about these discounts is available from your financial professional and is explained in Reducing or Waiving Class A’s Initial Sales Charge on page 18 of the Fund’s Prospectus and in the Fund’s Statement of Additional Information (SAI), in Rights of Accumulation on page 41.

Shareholder Fees (fees paid directly from your investment)
  Class A Class B Class C Class L Class M Class Q Class R Class X Class Z
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) 5.50% None None 5.75% None None None None None
Maximum deferred sales charge (load) (as a percentage of the lower of original purchase price or sale proceeds) 1% 5% 1% 1% 6% None None 6% None
Maximum sales charge (load) imposed on reinvested dividends and other distributions None None None None None None None None None
Redemption fee None None None None None None None None None
Exchange fee None None None None None None None None None
Maximum account fee (accounts under $2,500) $15 $15 $15 $15 $15 None None $15 None
Annual Fund Operating Expenses % (expenses that you pay each year as a percentage of the value of your investment)
  Class A Class B Class C Class L Class M Class Q Class R Class X Class Z
Management fees .68 .68 .68 .68 .68 .68 .68 .68 .68
+ Distribution and service (12b-1) fees .30 1.00 1.00 .50 1.00 None .75 1.00 None
+ Other expenses .21 .21 .21 .21 .21 .05 .21 .21 .21
= Total annual Fund operating expenses 1.19 1.89 1.89 1.39 1.89 .73 1.64 1.89 .89
– Fee Waiver or expense reimbursement None None None None None None .25 None None
= Net annual Fund operating expenses 1.19 1.89 1.89 1.39 1.89 .73 1.39 1.89 .89

Example. The following hypothetical example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It assumes that you invest $10,000 in the Fund for the time periods indicated and then, except as indicated, redeem all your shares at the end of those periods. It assumes a 5% return on your investment each year, that the Fund’s operating expenses remain the same and that all dividends and distributions are reinvested. Your actual costs may be higher or lower.

Share Class 1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
Class A $665 $907 $1,168 $1,914 $665 $907 $1,168 $1,914
Class B 692 894 1,121 1,944 192 594 1,021 1,944
Class C 292 594 1,021 2,212 192 594 1,021 2,212
Class L 708 990 1,292 2,148 708 990 1,292 2,148
Class M 792 994 1,221 2,029 192 594 1,021 2,029
Class Q 75 233 406 906 75 233 406 906
Class R 142 493 868 1,923 142 493 868 1,923
Class X 792 994 1,321 2,212 192 594 1,021 2,212
Class Z 91 284 493 1,096 91 284 493 1,096

° For the period ending January 31, 2012, the distributor of the Fund has contractually agreed to reduce its distribution and service (12b-1) fees for Class R shares to .50% of the average daily net assets of Class R shares. This waiver may not be terminated prior to January 31, 2012, and may be renewed, modified or discontinued thereafter. The decision on whether to renew, modify or discontinue the waiver is subject to review by the distributor and the Fund’s Board of Directors.




Visit our website at www.prudentialfunds.com 3

Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the Fund’s most recent fiscal year, the Fund’s portfolio turnover rate was 49% of the average value of its portfolio.

INVESTMENTS, RISKS AND PERFORMANCE

Principal Investment Strategies. We seek investments whose price will increase over time. We normally invest at least 80% of our investable assets in equity and equity-related securities of small, less well-known companies that the investment subadviser believes are relatively undervalued. In deciding which stocks to buy, we use a blend of both value and growth styles. We look for stocks of smaller, less well-known companies in a variety of different industries and sectors that we believe have attractive valuations, and should experience superior earnings growth on an intermediate term basis. “Investable assets” consist of the Fund’s net assets plus any borrowings for investment purposes. The Fund’s investable assets will be less than its total assets to the extent that it has borrowed money for non-investment purposes, such as to meet anticipated redemptions.

We currently consider small companies to be those with a market capitalization less than the largest market capitalization of the Russell 2500 Index at the time of investment. The market capitalization within the index will vary, but as of October 31, 2010, the median market capitalization was approximately $0.638 billion and the largest company by market capitalization was approximately $9.145 billion. The portfolio is diversified and typically will include stocks representing all of the sectors in the Russell 2500 Index. While we make every effort to achieve our objective, we cannot guarantee success.

Principal Risks of Investing in the Fund. All investments have risks to some degree. Please remember that an investment in the Fund is not guaranteed to achieve its investment objective; is not a deposit with a bank; is not insured, endorsed or guaranteed by the Federal Deposit Insurance Corporation or any other government agency; and is subject to investment risks, including possible loss of your original investment.

Recent Market Events. The equity and debt capital markets in the United States and internationally have experienced unprecedented volatility. This financial crisis has caused a significant decline in the value and liquidity of many securities. This environment could make identifying investment risks and opportunities especially difficult for the subadviser. These market conditions may continue or get worse. In response to the crisis, the U.S. and other governments and the Federal Reserve and certain foreign central banks have taken steps to support financial markets. The withdrawal of this support could negatively affect the value and liquidity of certain securities. In addition, legislation recently enacted in the United States calls for changes in many aspects of financial regulation. The impact of the legislation on the markets, and the practical implications for market participants, may not be known for some time.

Risk of Increase in Expenses. Your actual cost of investing in the Fund may be higher than the expenses shown in the expense table for a variety of reasons. For example, expense ratios may be higher than those shown if average net assets decrease. Net assets are more likely to decrease and Fund expense ratios are more likely to increase when markets are volatile.

Small Company Risk. Small company stocks present above-average risks. This means that when stock prices decline overall, the Fund may decline more than a broad-based securities market index. These companies usually offer a smaller range of products and services than larger companies. They may also have limited financial resources and may lack management depth. As a result, stocks issued by smaller companies tend to be less liquid and fluctuate in value more than the stocks of larger, more established companies.

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

The Fund may invest in companies that reinvest their earnings rather than distribute them to shareholders. To the extent the Fund does invest in such companies, the Fund is not likely to receive significant dividend income on its portfolio securities.

Blend Style Risk. The Fund’s blend investment style may subject the Fund to risks of both value and growth investing. The portion of the portfolio that makes investments pursuant to a growth strategy may be subject to above-average fluctuations as a result of seeking higher than average capital growth. The portion of the portfolio that makes investments pursuant to a value strategy may


4 Prudential Jennison Small Company Fund, Inc.


be subject to the risk that the market may not recognize a security’s intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced. Historically, growth stocks have performed best during later stages of economic expansion and value stocks have performed best during periods of economic recovery. Therefore, both styles may over time go in and out of favor with the markets. At times when a style is out of favor, that portion of the portfolio may lag the other portion of the portfolio, which may cause the Fund to underperform the market in general, its benchmark and other mutual funds. Growth and value stocks have historically produced similar long-term results, though each category has periods when it outperforms the other.

Initial Public Offerings Risk. The Fund may participate in the initial public offering (IPO) market. The volume of IPOs and the levels at which the newly issued stocks trade in the secondary market are affected by the performance of the stock market overall. If IPOs are brought to the market, availability may be limited and if the Fund desires to acquire shares in such an offering, it may not be able to buy any shares at the offering price, or if it is able to buy shares, it may not be able to buy as many shares at the offering price as it would like. The prices of securities involved in IPOs are often subject to greater and more unpredictable price changes than more established stocks. Such unpredictability can have a dramatic impact on the Fund’s performance (higher or lower) and any assumptions by investors based on the impacted performance may be unwarranted. In addition, as Fund assets grow, the impact of IPO investments on performance will decline, which could reduce total returns.

For more information on the risks of investing in this Fund, please see How the Fund Invests—Investment Risks in the Prospectus and Investment Risks and Considerations in the SAI.

The Fund’s Past Performance. The following bar chart shows the Fund’s performance for the indicated share class for each full calendar year of operations or for the last 10 calendar years, whichever is shorter. The bar chart and Average Annual Total Returns table demonstrate the risk of investing in the Fund by showing how returns can change from year to year and by showing how the Fund’s average annual total returns for the share class compare with a broad-based securities market index and a group of similar mutual funds.

Past performance (before and after taxes) does not mean that the Fund will achieve similar results in the future. Updated Fund performance information is available online at www.prudentialfunds.com.

Annual Total Returns (Class A Shares)1
Best Quarter: Worst Quarter:
25.47% 2nd Quarter 2003 –26.95% 4th Quarter 2008

1 These annual total returns do not include sales charges. If the sales charges were included, the annual total returns would be lower than those shown. The Fund’s previous prospectus presented returns for Class B shares; returns for Class A shares are now shown for consistency with the prospectuses of the other funds in the Prudential Investments fund family. The return for Class A shares from 1-1-10 to 9-30-10 was 8.85%.

Average Annual Total Returns % (as of 12-31-09)
Return Before Taxes One Year Five Years Ten Years Since Inception
Class B shares 30.11 3.00 6.45 —
Class C shares 34.61 3.30 6.53 —
Class L shares 28.45 N/A N/A −5.23  (3/2/07)
Class M shares 28.85 N/A N/A −5.11  (3/2/07)
Class Q shares N/A N/A N/A N/A
Class R shares 35.91 3.80 N/A 6.57  (5/10/04)



Visit our website at www.prudentialfunds.com 5


Average Annual Total Returns % (as of 12-31-09)
Return Before Taxes One Year Five Years Ten Years Since Inception
Class X shares 29.31 N/A N/A −4.83  (3/2/07)
Class Z shares 36.95 4.28 7.58 —

Class A Shares %
Return Before Taxes 29.10 2.91 6.73 —
Return After Taxes on Distributions 29.08 1.68 5.86 —
Return After Taxes on Distribution and Sale of Fund Shares 18.94 2.15 5.67 —

° After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for the indicated share class. After-tax returns for other classes will vary due to differing sales charges and expenses.

Index % (reflects no deduction for fees, expenses or taxes)
Russell 2500 Index 34.39 1.58 4.91 —
S&P SmallCap 600 Index 25.57 1.36 6.35 —
Lipper Average 31.90 0.65 5.86 —

MANAGEMENT OF THE FUND

Investment Manager Subadviser Portfolio Manager Title Service Date
Prudential Investments LLC Jennison Associates LLC John P. Mullman, CFA Managing Director May 2000

BUYING AND SELLING FUND SHARES

  Minimum Initial Investment Minimum Subsequent Investment
Fund shares (most cases) $2,500 $100
Retirement accounts and custodial accounts for minors $1,000 $100
Automatic Investment Plan (AIP) $50 $50

You can purchase or redeem shares through the Fund’s transfer agent or through servicing agents, including brokers, dealers and other financial intermediaries appointed by the distributor to receive purchase and redemption orders. Current shareholders may also purchase or redeem shares through the Fund’s website or by calling (800) 225-1852. Redemption proceeds may be sent by mail, by Federal funds wire or deposited directly into your bank account if you have established the link.

TAX INFORMATION

Dividends, Capital Gains and Taxes. The Fund’s dividends and distributions are taxable and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

FINANCIAL INTERMEDIARY COMPENSATION

Potential Conflicts of Interest. If you purchase Fund shares through a financial services firm, the Fund, the Manager, or their related companies may pay the financial services firm for the sale of Fund shares and/or for services to shareholders. These payments may create a conflict of interest by influencing the financial services firm or the firm’s representatives to recommend the Fund over another investment. Ask your financial services firm or representative for more information or visit your financial services firm’s website.




6 Prudential Jennison Small Company Fund, Inc.

Visit our website at www.prudentialfunds.com

Prudential Jennison Small Company Fund, Inc.

HOW THE FUND INVESTS

INVESTMENT OBJECTIVE AND POLICIES

The Fund’s investment objective is capital growth. This means we seek investments whose prices will increase over time. While we make every effort to achieve our objective, we can’t guarantee success.

In pursuing its objective, the Fund normally invests at least 80% of its investable assets in equity and equity-related securities of small, less well-known companies that the investment subadviser believes are relatively undervalued.

The investment subadviser currently considers small companies to be those with market capitalizations less than the largest market capitalization found in the Russell 2500 Index. Market capitalization is measured at the time of initial purchase so that a company whose capitalization no longer meets this definition after purchase of its securities by the Fund continues to be considered small for purposes of complying with the Fund’s 80% policy. The investment subadviser may change the kind of companies it considers small to reflect industry norms.

Our Blend Strategy

We look for smaller, less well-known companies that we believe have above average growth prospects and whose stocks appear undervalued relative to those growth prospects or relative to the company’s earnings. We build our portfolio on a company by company basis using in-depth fundamental analysis, while considering industry and sector weightings of the benchmark. Generally, we consider selling a security for any of the following reasons: (1) if the underlying trends in the company’s industry or business change; (2) if the company experiences a deterioration of its fundamentals and earnings prospects; or (3) if the company’s valuation, in our opinion, is too high relative to its risks.


In addition to common stocks, the Fund may invest in other equity-related securities, including nonconvertible preferred stocks, structured notes, and convertible securities—like bonds, corporate notes and preferred stocks—that it can convert to a company’s common stock, the cash value of common stock, or some other equity security. From time to time, beginning within approximately 30 days of the date of this prospectus, we may supplement our fundamental investment process with quantitative analytics designed to evaluate the Fund’s holdings in order to optimize portfolio construction, and to create an enhanced liquidity profile for the Fund while maintaining investment strategy integrity.

For more information, see “Investment Risks” below and the SAI, which contains additional information about the Fund. To obtain a copy, see the back cover page of this Prospectus.

The Fund’s investment objective is a fundamental policy that cannot be changed without shareholder approval. The Board of Directors of the Fund (the Board) can change investment policies that are not fundamental.

OTHER INVESTMENTS AND STRATEGIES

In addition to the principal investment strategies, the Fund also may use the following non-principal investment strategies to try to increase its returns or protect its assets if market conditions warrant.

Real Estate Investment Trusts

The Fund may invest in the equity securities of real estate investment trusts known as REITs. REITs are like corporations, except that they do not pay income taxes if they meet certain IRS requirements. However, while REITs themselves do not pay income taxes, the distributions they make to investors are taxable. REITs invest primarily in real estate and distribute almost all of their income—most of which comes from rents, mortgages and gains on sales of property—to shareholders.

Money Market Instruments

The Fund may invest in money market instruments, including commercial paper of a U.S. or foreign company, foreign government securities, certificates of deposit, bankers’ acceptances, time deposits of domestic and foreign banks, and obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities. These obligations may be U.S. dollar-denominated or denominated in a foreign currency. Money market instruments typically have a maturity of one year or less as measured from the date of purchase.




Visit our website at www.prudentialfunds.com 7

Generally, the Fund will purchase only “investment-grade” commercial paper and bonds. This means the commercial paper and bonds have received one of the four highest quality ratings determined by Moody’s Investors Service, Inc. (Moody’s), or Standard & Poor’s Ratings Services (S&P), or one of the other nationally recognized statistical rating organizations (NRSROs). On occasion, the Fund may buy instruments that are not rated, but that are of comparable quality to the investment-grade bonds described above as determined by the investment subadviser.

Temporary Defensive Investments

In response to adverse market, economic or political conditions, the Fund may take a temporary defensive position and invest up to 100% of its assets in money market instruments, including short-term obligations of, or securities guaranteed by, the U.S. Government, its agencies or instrumentalities or in high-quality obligations of domestic or foreign banks and corporations, and may hold up to 100% of its assets in cash or cash equivalents. Investing heavily in these securities limits the Fund’s ability to achieve its investment objective, but can help to preserve the Fund’s assets.

Foreign Securities

The Fund may invest in securities of non-U.S. issuers, which we refer to as foreign securities, including stocks and other equity-related securities, money market instruments and other fixed-income securities of foreign issuers. Foreign securities may include securities from emerging markets. We do not consider American Depositary Receipts (ADRs), American Depositary Shares (ADSs) and other similar receipts or shares traded in U.S. markets to be foreign securities.

Short Sales

The Fund may make short sales of a security. This means that the Fund may sell a security that it does not own, which it may do, for example, when the investment subadviser thinks the value of the security will decline. The Fund generally borrows the security to deliver to the buyers in a short sale. The Fund must then replace the borrowed security by purchasing it at the market price at the time of replacement. Short sales involve costs and risk, including potentially unlimited losses. The Fund must pay the lender any dividends or interest that accrues on the security it borrows, and the Fund will lose money if the price of the security increases between the time of the short sale and the date when the Fund replaces the borrowed security. The Fund may make short sales “against the box.” In a short sale against the box, at the time of sale, the Fund owns or has the right to acquire the identical security at no additional cost through conversion or exchange of other securities it owns. When selling short against the box, the Fund gives up the opportunity for capital appreciation in the security.

INVESTMENT RISKS

All investments involve risk, and investing in the Fund is no exception. Since the Fund’s holdings can vary significantly from broad-based securities market indexes, performance of the Fund can deviate from performance of the indexes. The charts below outline the key risks and potential rewards of the Fund’s principal strategies and certain other non-principal strategies that the Fund may use. Following the charts is a table which sets forth the investment limits applicable to each of the types of investments discussed in the charts. Unless otherwise noted, a percentage stated as a limit on the Fund’s ability to engage in a particular type of investment is a percentage of investable assets. For more information, see the SAI.

Principal Investment Strategies

Equity and Equity-Related Securities of Small Companies
Risks Potential Rewards

 Individual stocks could lose value.
 The equity markets could go down, resulting in a decline in value of the Fund’s investments.
 Stocks of small companies are more volatile and may decline more than those in the S&P 500 Index.
 Small companies are more likely to reinvest earnings and not pay dividends.
 Changes in interest rates may affect the securities of small companies more than the securities of larger companies.
 Changes in economic or political conditions, both domestic and international, may result in a decline in value of the Fund’s investments.
 Historically, stocks have outperformed other investments over the long term.
 Generally, economic growth means higher corporate profits, which leads to an increase in stock prices, known as capital appreciation.
 Highly successful small companies can outperform larger ones.



8 Prudential Jennison Small Company Fund, Inc.


Non-Principal Investment Strategies

Equity and Equity-Related Securities of Larger Companies
Risks Potential Rewards

 Similar risks to small companies.
 Companies that normally pay dividends may not do so if they don’t have profits or adequate cash flow.
 Not as likely to lose or gain value as stocks of small companies.
 May be a source of dividend income.
Securities of Real Estate Investment Trusts (REITs)
Risks Potential Rewards

 Performance and values depend on the value of the underlying properties or the underlying loans or interests, the strength of real estate markets, REIT management and property management which can be affected by many factors, including national and regional economic conditions.
 Securities of individual REITs could lose value.
 Equity markets could go down, resulting in a decline in value of the Fund’s investments.
 Companies that normally pay dividends may not do so if they don’t have profits or adequate cash flow.
 Changes in economic or political conditions, both domestic and international, may result in a decline in value of the REIT investments.
 REITs charge management fees which may result in layering the management fees paid by the Fund.
 Real estate companies, including REITs, may be leveraged, which increases risk.
 Real estate holdings can generate good returns from rents, rising market values, etc.
 Greater diversification than direct ownership of real estate.
Money Market Instruments
Risks Potential Rewards

 Limit the Fund’s potential for capital appreciation and achieving its objective.
 Credit risk (which is less of a concern for money market instruments)—the risk that the underlying receivables will not be paid by debtors or by credit insurers or guarantors of such instruments.
 Market risk (which is less of a concern for money market instruments)—the risk that bonds will lose value in the market, sometimes rapidly or unpredictably, because interest rates rise or there is a lack of confidence in the borrower or the bond’s insurer.
 May preserve the Fund’s assets.

Foreign Securities
Risks Potential Rewards

 Foreign markets, economies and political systems, particularly those in developing countries, may not be as stable as those in the U.S.
 Currency risk—adverse changes in the values of foreign currencies can cause losses (non-U.S. dollar denominated securities).
 May be less liquid than U.S. stocks and bonds.
 Differences in foreign laws, accounting standards, public information, custody and settlement practices may result in less reliable information on foreign investments and involve more risks.
 Investments in emerging market securities are subject to greater volatility and price declines.
 Investors may participate in the growth of foreign markets through the Fund’s investments in companies operating in those markets.
 The Fund may profit from a favorable change in the value of foreign currencies (non-U.S. dollar denominated securities).
 Opportunities for diversification.



Visit our website at www.prudentialfunds.com 9


Short Sales, including Short Sales Against the Box
Risks Potential Rewards

 May magnify underlying investment losses.
 Share price volatility can magnify losses because underlying security must be replaced at a specific time.
 Investment costs may exceed potential underlying investment gains.
 Short sales pose the risk of potentially unlimited loss.
 Short sales “against the box” give up the opportunity for capital appreciation in the security.
 May magnify underlying investment gains.
 Short sales “against the box” may lock in capital appreciation while delaying tax consequences.
Illiquid Securities
Risks Potential Rewards

 May be difficult to value precisely.
 May be difficult to sell at the time or price desired.
 May offer a more attractive yield or potential for growth than more widely traded securities.
Principal & Non-Principal Strategies: Investment Limits

 Equity & equity-related securities of small companies: At least 80%
 Common stocks of larger companies: Up to 20%
 Securities of Real Estate Invesment Trusts (REITs): Percentage varies
 Money market instruments: Up to 100% on a temporary basis
 Foreign securities: Up to 35%
 Short Sales: Up to 25% of net assets (short sales “against the box” are not subject to this limit)
 Illiquid Securities: Up to 15% of net assets



10 Prudential Jennison Small Company Fund, Inc.

Visit our website at www.prudentialfunds.com

Prudential Jennison Small Company Fund, Inc.

HOW THE FUND IS MANAGED

BOARD OF DIRECTORS

The Fund is overseen by a Board of Directors (hereafter referred to as Directors, or the Board). The Board oversees the actions of the Manager, investment subadviser and distributor and decides on general policies. The Board also oversees the Fund’s officers, who conduct and supervise the daily business operations of the Fund.

MANAGER

Prudential Investments LLC (PI)
Gateway Center Three, 100 Mulberry Street
Newark, NJ 07102-4077

Under a management agreement with the Fund, PI manages the Fund’s investment operations and administers its business affairs and is responsible for supervising the Fund’s investment subadviser. For the fiscal year ended September 30, 2010, the Fund paid PI management fees of .70 of 1% of the average daily net assets of the Fund up to $1 billion and .65 of 1% of the average daily net assets of the Fund in excess of $1 billion. For the fiscal year ended September 30, 2010, the Fund paid PI management fees or an effective management fee rate of .68% of the Fund’s average daily net assets for all share classes.

PI and its predecessors have served as a manager or administrator to investment companies since 1987. As of December 31, 2010, PI, a wholly-owned subsidiary of Prudential, served as the investment manager to all of the Prudential U.S. and offshore open-end investment companies, and as the manager or administrator to closed-end investment companies, with aggregate assets of approximately $146.1 billion.

Subject to the supervision of the Board, PI is responsible for conducting the initial review of prospective investment subadvisers for the Fund. In evaluating a prospective investment subadviser, PI considers many factors, including the firm’s experience, investment philosophy and historical performance. PI is also responsible for monitoring the performance of the Fund’s investment subadviser(s).

PI and the Fund operate under an exemptive order (the Order) from the Securities and Exchange Commission (the Commission) that generally permits PI to enter into or amend agreements with unaffiliated investment subadvisers without obtaining shareholder approval each time. This authority is subject to certain conditions, including the requirement that the Board must approve any new or amended agreements with an investment subadviser. Shareholders of the Fund still have the right to terminate these agreements at any time by a vote of the majority of outstanding shares of the Fund. The Fund will notify shareholders of any new investment subadvisers engaged or material amendments to subadvisory agreements made pursuant to the Order.

A discussion of the basis for the Board’s approvals of the management and subadvisory agreements is available in the Fund’s Annual Report to shareholders dated September 30, 2010.

INVESTMENT SUBADVISER

Jennison Associates LLC (Jennison) is the Fund’s investment subadviser. Its address is 466 Lexington Avenue, New York, NY 10017. PI has responsibility for all investment advisory services, supervises Jennison and pays Jennison for its services. As of June 30, 2011, Jennison managed $136.1 billion in assets. Jennison has served as an investment adviser since 1969 and has advised investment companies since 1990.

PORTFOLIO MANAGER

John P. Mullman, CFA, is the portfolio manager of the Fund and has final authority over all aspects of the Fund’s investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction, risk assessment and management of cash flows.

Mr. Mullman is a Managing Director of Jennison, which he joined in August 2000. Prior to Jennison, Mr. Mullman was with Prudential, which he joined in 1987 as an associate in the corporate finance group, where he originated a variety of private placement investments, including fixed rate debt securities, leverage buyouts, ESOP financings, and asset-backed investments. From 1991 to 1995, he served as a vice president in Prudential’s financial restructuring group, where he managed a $500 million portfolio of privately placed debt and equity securities in financially troubled or over-leveraged companies. Mr. Mullman has been managing institutional small cap portfolios since 1996. He received his B.A. from the College of the Holy Cross in 1982 and his M.B.A. from Yale University. He is a member of The New York Society of Security Analysts and the CFA Institute.




Visit our website at www.prudentialfunds.com 11

The portfolio manager for the Fund is supported by other Jennison portfolio managers, research analysts and investment professionals. Jennison typically follows a team approach in providing such support to the portfolio managers. The teams are generally organized along product strategies (e.g., large cap growth, large cap value) and meet regularly to review the portfolio holdings and discuss security purchase and sales activity of all accounts in the particular product strategy. Team members provide research support, make securities recommendations and support the portfolio manager in all activities. Members of the team may change from time to time.

Additional information about portfolio manager compensation, other accounts managed, and portfolio manager ownership of Fund securities may be found in the SAI.

DISTRIBUTORS

Prudential Investment Management Services LLC (PIMS) distributes each class of the Fund’s shares under a Distribution Agreement with the Fund, and Prudential Annuities Distributors, Inc. (PAD) (together with PIMS, the Distributors) is a co-distributor of the Fund’s Class L, Class M and Class X shares under a Distribution Agreement with the Fund. The Fund has Distribution and Service Plans (the Plans) under Rule 12b-1 of the Investment Company Act of 1940, as amended (the 1940 Act), applicable to the Fund’s shares. Under the Plans and the Distribution Agreements, the Distributors, as applicable, pay the expenses of distributing the shares of all share classes of the Fund. The Distributors, as applicable, also provide certain shareholder support services. The Fund pays distribution and other fees to the Distributors (except Class Q and Class Z) as compensation for their services for each class of shares as set forth in the Fund “Fees and Expenses” tables. These fees—known as 12b-1 fees—are shown in the “Fund Fees and Expenses” tables.

Because these fees are paid from the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

DISCLOSURE OF PORTFOLIO HOLDINGS

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is described in the Fund’s SAI and on the Fund’s website.




12 Prudential Jennison Small Company Fund, Inc.

Visit our website at www.prudentialfunds.com

Prudential Jennison Small Company Fund, Inc.

FUND DISTRIBUTIONS AND TAX ISSUES

DISTRIBUTIONS

Investors who buy shares of the Fund should be aware of some important tax issues. For example, the Fund distributes dividends of net investment income and realized net capital gains, if any, to shareholders. These distributions are subject to federal income taxes, unless you hold your shares in a 401(k) plan, an Individual Retirement Account (IRA) or some other qualified or tax-deferred plan or account. Dividends and distributions from the Fund also may be subject to state and local income tax in the state where you live.

Also, if you sell shares of the Fund for a profit, you may have to pay capital gains taxes on the amount of your profit, unless you hold your shares in a qualified or tax-deferred plan or account.

The following briefly discusses some of the important income tax issues you should be aware of, but is not meant to be tax advice. For tax advice, please speak with your tax adviser.

The Fund distributes dividends out of any net investment income to shareholders. For example, if the Fund owns ACME Corp. stock and the stock pays a dividend, the Fund will pay out a portion of this dividend to its shareholders, assuming the Fund’s income is more than its costs and expenses. The dividends you receive from the Fund will be subject to taxation whether or not they are reinvested in the Fund.

The Fund also distributes any realized net capital gains to shareholders. Capital gains are generated when the Fund sells its assets for a profit. For example, if the Fund bought 100 shares of ACME Corp. stock for a total of $1,000 and more than one year later sold the shares for a total of $1,500, the Fund has net long-term capital gains of $500, which it will pass on to shareholders (assuming the Fund’s remaining total gains are greater than any losses it may have). Capital gains are taxed differently depending on how long the Fund holds the security. If the Fund holds a security for more than one year before selling it, any gain is treated as long-term capital gain which, if recognized in taxable years beginning before January 1, 2013, is generally taxed at rates of up to 15%, provided that the Fund distributes the net capital gain to non-corporate U.S. shareholders, and up to 20% thereafter. If the Fund holds the security for one year or less, any gain is treated as short-term capital gain, which is taxed at rates applicable to ordinary income. Different rates apply to corporate shareholders.

Dividends from net investment income paid to a non-corporate U.S. shareholder in a taxable year beginning before January 1, 2013 that are reported as qualified dividend income will generally be taxable to such shareholder at a maximum rate of 15%. Dividends of net investment income that are not reported as qualified dividend income will be taxable to shareholders at ordinary income rates. Also, a portion of the dividends paid to corporate shareholders of the Fund will be eligible for the 70% dividends received deduction to the extent the Fund’s income is derived from certain dividends received from U.S. corporations.

For taxable years beginning after December 31, 2012, a U.S. shareholder that is an individual, estate or certain type of trust will be subject to a 3.8% Medicare contribution tax on the lesser of (1) the U.S. shareholder’s “net investment income,” including Fund distributions and net gains from the disposition of Fund shares, and (2) the excess of the U.S. shareholder’s modified adjusted gross income for the taxable year over a certain threshold.

For your convenience, the Fund’s distributions of dividends and net capital gains are automatically reinvested in the Fund without any sales charge. If you ask us to pay the distributions in cash, we will send you a check if your account is with Prudential Mutual Fund Services LLC (the Transfer Agent). Otherwise, if your account is with a broker, you will receive a credit to your account. Either way, the distributions may be subject to income taxes unless your shares are held in a qualified or tax-deferred plan or account. If your dividend distribution check(s) remains uncashed for more than six months, your check(s) may be invested in additional shares of the Fund at the next net asset value (“NAV”) calculated on the day of the investment. For more information about automatic reinvestment and other shareholder services, see “Additional Shareholder Services” in the next section.




Visit our website at www.prudentialfunds.com 13

The chart below sets forth the expected frequency of dividend and capital gains distributions to shareholders. Various factors may impact the frequency of dividend distributions to shareholders, including but not limited to adverse market conditions or portfolio holding-specific events.

Expected Distribution Schedule  
Dividends Annually
Short-Term Capital Gains Annually
Long-Term Capital Gains Annually

TAX ISSUES

Form 1099

Every year, you will receive a Form 1099, which reports the amount of ordinary income distributions and long-term capital gains we distributed to you during the prior year unless you own shares of the Fund as part of a qualified or tax-deferred plan or account. If you do own shares of the Fund as part of a qualified or tax-deferred plan or account, your taxes are deferred, so you will not receive a Form 1099 annually, but instead you will receive a Form 1099 when you take any distribution from your qualified or tax-deferred plan or account.

Fund distributions are generally taxable to you in the calendar year in which they are received, except when we declare certain dividends and distributions in the fourth quarter, with a record date in such quarter, and actually pay them in January of the following year. In such cases, the dividends and distributions are treated as if they were paid on December 31st of the prior year.

Withholding Taxes

If federal tax law requires you to provide the Fund with your taxpayer identification number and certifications as to your tax status and you fail to do this, or if you are otherwise subject to backup withholding, we will withhold and pay to the U.S. Treasury a portion, currently 28%, of your distributions and sale proceeds.

Taxation of Foreign Shareholders

For a discussion regarding the taxation of foreign shareholders, please see the SAI.

If You Purchase on or Before a Record Date

If you buy shares of the Fund on or before the record date for a distribution (the date that determines who receives the distribution), we will pay that distribution to you. As explained above, the distribution may be subject to taxes. You may think you’ve done well since you bought shares one day and soon thereafter received a distribution. That is not so, because when dividends are paid out, the value of each share of the Fund decreases by the amount of the dividend to reflect the payout, although this may not be apparent because the value of each share of the Fund also will be affected by market changes, if any. However, the timing of your purchase does mean that part of your investment may have come back to you as taxable income.

Qualified and Tax-Deferred Retirement Plans

Retirement plans and accounts allow you to defer paying taxes on investment income and capital gains. Contributions to these plans may also be tax-deductible, although distributions from these plans generally are taxable. In the case of Roth IRA accounts, contributions are not tax-deductible, but distributions from the plan may be tax-free. Please contact your financial adviser for information on a variety of Prudential Investments mutual funds that are suitable for retirement plans offered by Prudential.




14 Prudential Jennison Small Company Fund, Inc.

Visit our website at www.prudentialfunds.com

Prudential Jennison Small Company Fund, Inc.

IF YOU SELL OR EXCHANGE YOUR SHARES

If you sell any shares of the Fund for a profit, you have realized a capital gain, which is subject to tax unless the shares are held in a qualified or tax-deferred plan or account. For individuals and other non-corporate shareholders, the maximum capital gains tax rate is generally 15%, if the gain is recognized in a taxable year beginning before January 1, 2013, and 20% thereafter, for shares held for more than one year.

If you sell shares of the Fund at a loss, you may have a capital loss, which you may use to offset capital gains you have, plus, in the case of non-corporate taxpayers, ordinary income of up to $3,000. If you sell shares and realize a loss, you will not be permitted to use the loss to the extent you replace the shares (including pursuant to the reinvestment of a dividend) within a 61-day period (beginning 30 days before and ending 30 days after the sale of the shares). Under certain circumstances, if you acquire shares of the Fund and sell or exchange your shares within 90 days, you may not be allowed to include certain charges incurred in acquiring the shares for purposes of calculating gain or loss realized upon the sale or exchange of the shares.

If you exchange your Fund shares for shares of another class of the Fund, this is generally not a taxable event and should not result in realization of a capital gain or loss by you. If you exchange your shares of the Fund for shares of another Prudential Investments mutual fund, this is considered a sale for tax purposes. In other words, it’s a taxable event. Therefore, if the shares you exchanged have increased in value since you purchased them, you have capital gains, which are subject to the taxes described above. Unless you hold your shares in a qualified or tax-deferred plan or account, you or your financial adviser should keep track of the dates on which you buy and sell—or exchange—Fund shares, as well as the amount of any gain or loss on each transaction. For tax advice, please see your tax adviser.

Automatic Conversion of Class B, Class M and Class X Shares

The conversion of Class B, Class M, or Class X shares of the Fund—which happens automatically approximately every seven, eight or ten years, respectively, after purchase—is not a taxable event for federal income tax purposes. For more information about the automatic conversion of Class B, Class M and Class X shares, see “Class B, Class M and Class X Shares Automatically Convert to Class A Shares” in the “How to Buy, Sell and Exchange Shares of the Fund” section.




Visit our website at www.prudentialfunds.com 15

HOW TO BUY, SELL AND EXCHANGE FUND SHARES

HOW TO BUY SHARES

In order to buy Fund shares, simply follow the steps described below.

Opening an Account

If you don’t have an account with us or a financial services firm that is permitted to buy or sell shares of the Fund for you, contact the Transfer Agent, Prudential Mutual Fund Services LLC (PMFS or the Transfer Agent) at (800) 225-1852 or write to:

Prudential Mutual Fund Services LLC
P.O. Box 9658
Providence, RI 02940

You may purchase shares by check or wire. We do not accept cash, money orders or travelers checks. To purchase by wire, call the number above to obtain an application. After PMFS receives your completed application, you will receive an account number. For additional information, see the back cover page of this Prospectus. We have the right to reject any purchase order (including an exchange into a Fund) or suspend or modify a Fund’s sale of its shares, including due to failure by you to provide additional information requested, such as information needed to verify the source of funds used to purchase shares, your identity or the identity of any underlying beneficial owners of your shares.

With certain limited exceptions, Fund shares are only available to be sold in the United States, U.S. Virgin Islands, Puerto Rico and Guam.

Choosing a Share Class

The Fund offers the following share classes. Certain classes of shares may have additional specific eligibility or qualification requirements, which are explained below.

Share Class Eligibility
Class A Individual investors
Class B Individual investors
Class C Individual investors
Class L Closed to new investors. Available only by exchange from same share class of another Prudential Investments fund
Class M Closed to new investors. Available only by exchange from same share class of another Prudential Investments fund
Class Q Certain group retirement plans and certain other investors
Class R Certain group retirement plans
Class X Closed to new investors. Available only by exchange from same share class of another Prudential Investments fund
Class Z Institutional investors and certain other investors

Multiple share classes let you choose a cost structure that meets your needs:

  • Class A shares purchased in amounts of less than $1 million require you to pay a sales charge at the time of purchase, but the operating expenses of Class A shares are lower than the operating expenses of Class B and Class C shares. Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are also subject to a contingent deferred sales charge (CDSC) of 1%. The CDSC is waived for certain retirement and/or benefit plans.
  • Class B shares do not require you to pay a sales charge at the time of purchase, but do require you to pay a sales charge if you sell your shares within six years (that is why it is called a CDSC). The operating expenses of Class B shares are higher than the operating expenses of Class A shares.
  • Class C shares do not require you to pay a sales charge at the time of purchase, but do require you to pay a sales charge if you sell your shares within 12 months of purchase. The operating expenses of Class C shares are higher than the operating expenses of Class A shares.

When choosing a share class, you should consider the following factors:

  • The amount of your investment and any previous or planned future investments, which may qualify you for reduced sales charges for Class A shares under Rights of Accumulation or a Letter of Intent.



16 Prudential Jennison Small Company Fund, Inc.

  • The length of time you expect to hold the shares and the impact of varying distribution fees. Over time, these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. For this reason, Class C shares are generally appropriate only for investors who plan to hold their shares for no more than 3 years.
  • The different sales charges that apply to each share class—Class A’s front-end sales charge ( or in certain cases, CDSC) vs. Class B’s CDSC vs. Class C’s lower CDSC.
  • The fact that Class B shares automatically convert to Class A shares approximately seven years after purchase.
  • Class B shares purchased in single amounts greater than $100,000 are generally less advantageous than purchasing Class A shares. Purchase orders for Class B shares exceeding this amount generally will not be accepted.
  • Class C shares purchased in single amounts greater than $1 million are generally less advantageous than purchasing Class A shares. Purchase orders for Class C shares above this amount generally will not be accepted.

See “How to Sell Your Shares” for a description of the impact of CDSCs.

Some investors purchase or sell shares of the Fund through financial intermediaries and omnibus accounts maintained by brokers that aggregate the orders of multiple investors and forward the aggregate orders to the Fund. If your shares are held through a broker-dealer, financial adviser, financial planner or other financial intermediary, you should discuss with your financial intermediary which share classes of the Fund are available to you and which share class may best meet your needs. The Fund has advised the financial intermediaries and broker-dealers who maintain such accounts of the share class features and guidelines, per the Prospectus, and it is their responsibility to monitor and enforce these guidelines with respect to shareholders purchasing shares through financial intermediaries or omnibus accounts.

Share Class Comparison. Use the following chart to help you compare the different share classes. The discussion following this chart will tell you whether you are entitled to a reduction or waiver of any sales charges.

  Class A Class B Class C Class L Class M Class Q Class R Class X Class Z
Minimum purchase amount $2,500 $2,500 $2,500 $2,500 $2,500 None None $2,500 None
Minimum amount for
subsequent purchases		 $100 $100 $100 $100 $100 None None $100 None
Maximum initial sales charge 5.5% of the
public
offering price		 None None 5.75%
of the
public
offering
price		 None None None None None
Contingent Deferred Sales Charge (CDSC) (as a percentage of the lower of original purchase price or sale proceeds)(as a percentage of net asset value at time of purchase for Class L, M and X shares) 1% (on
investments
of $1 billion
or more
redeemed
within 1 year)		 5%(Yr.1)
4%(Yr.2)
3%(Yr.3)
2%(Yr.4)
1%(Yr.5)
1%(Yr.6)
0%(Yr.7)		 1% on
sales
made
within
12 months
of
purchase		 1% (on
investments
of $1 billion
or more
redeemed
within 1 year)		 6%(Yr.1)
5%(Yr.2)
4%(Yr.3)
3%(Yr.4)
2%(Yr.5)
2%(Yr.6)
1%(Yr.7)
0%(Yr.8)		 None None 6%(Yr.1)
5%(Yr.2)
4%(Yr.3)
4%(Yr.4)
3%(Yr.5)
2%(Yr.6)
2%(Yr.7)
1%(Yr.8)
0%(Yr.9)		 None
Annual distribution and
service (12b-1) fees
(shown as a percentage
of average daily net
assets)		 .30 of 1% 1% 1% .50 of 1% 1% None .75 of 1%
(.50 of 1%
currently)		 1% None

Notes to Share Class Comparison Table:

° The minimum initial and subsequent investment requirements do not apply to employee savings plan accounts or payroll deduction plan accounts. The minimum initial investment for retirement accounts and custodial accounts for minors is $1000. The minimum initial and subsequent investment for AIP accounts is $50 (if your shares are held through a broker or other financial intermediary, the broker or intermediary is responsible for determining the minimum initial and subsequent investment for AIP accounts).

° If the value of your Class A, Class B, Class C, Class L, Class M or Class X account with PMFS is less than $2,500, the Fund will deduct a $15 annual small account maintenance fee from your account. The $15 annual small account maintenance fee will be assessed during the 4th calendar quarter of each year. Any applicable CDSC on the shares redeemed to pay the $15 small account maintenance fee will be waived. The $15 small account maintenance fee will not be charged on: (i) accounts during the first six months from inception of the account, (ii) omnibus accounts and accounts for which a broker or other financial intermediary is responsible for recordkeeping, (iii) institutional accounts, (iv) group retirement plans, (v) AIP accounts or employee savings plan accounts, (vi) accounts with the same registration associated with multiple share classes within the Fund, or (vii) clients with assets of more than $50,000 across the Prudential Investments family of mutual funds. For more information, see “Purchase, Redemption and Pricing of Fund Shares—Small Account Maintenance Fee” in the SAI.




Visit our website at www.prudentialfunds.com 17

° Class L, Class M and Class X shares are closed to new initial purchases. Class L, Class M and Class X shares are only available through exchanges from the same class of shares of certain other Prudential Investments mutual funds.

° For more information about the CDSC and how it is calculated, see “How to Sell Your Shares—Contingent Deferred Sales Charge (CDSC).”

° Investors who purchase $1 million or more of Class A shares or Class L shares and redeem those shares within 12 months of purchase are subject to a CDSC of 1%, but are not subject to an initial sales charge. The CDSC is waived for certain retirement or benefit plans.

° Distribution and service (12b-1) fees are paid from the Fund’s assets on a continuous basis. The service fee for Class A, Class B, Class C and Class R shares is .25%. The distribution fee is limited to .30% (including the .25% service fee) for Class A shares, .75% for Class B and Class C shares, and .75% (including the .25% service fee) for Class R shares.

° The service fee for Class L, Class M and Class X shares is .25%. The distribution fee for Class L shares is up to .50% (including the .25% service fee), and for Class M and Class X shares, is up to 1% (including the .25% service fee).

° The Distributor of the Fund has contractually agreed until January 31, 2012 to reduce its distribution and service (12b-1) fees for Class R shares to .50% of the average daily net assets of Class R shares.

Reducing or Waiving Class A’s Initial Sales Charge

The following describes the different ways investors can reduce or avoid paying Class A’s initial sales charge.

Increase the Amount of Your Investment. You can reduce Class A’s initial sales charge by increasing the amount of your investment. This table shows how the sales charge decreases as the amount of your investment increases:

Amount of Purchase Sales Charge as a % of
Offering Price 		Sales Charge as a % of
Amount Invested 		Dealer Reallowance
Less than $25,000 5.50% 5.82% 5.00%
$25,000 to $49,999 5.00% 5.26% 4.50%
$50,000 to $99,999 4.50% 4.71% 4.00%
$100,000 to $249,999 3.75% 3.90% 3.25%
$250,000 to $499,999 2.75% 2.83% 2.50%
$500,000 to $999,999 2.00% 2.04% 1.75%
$1 million to $4,999,999* None None 1.00%**

* If you invest $1 million or more, you can buy only Class A shares, unless you qualify to buy other share classes. If you purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase, you will be subject to a 1% CDSC, although you will not be subject to an initial sales charge. The CDSC is waived for purchases by certain retirement and/or benefit plans.

** For investments of $5 million to $9,999,999, the dealer reallowance is .50%. For investments of $10 million and over, the dealer reallowance is .25%.

To satisfy the purchase amounts above, you can:

  • Use your Rights of Accumulation, which allow you or an eligible group of related investors to combine (1) the current value of Prudential Investments mutual fund shares you or the group already own, (2) the value of money market shares (other than Direct Purchase money market shares) you or an eligible group of related investors have received for shares of other Prudential Investments mutual funds in an exchange transaction, and (3) the value of the shares you or an eligible group of related investors are purchasing; or
  • Sign a Letter of Intent, stating in writing that you or an eligible group of related investors will purchase a certain amount of shares in the Fund and other Prudential Investments mutual funds within 13 months

An “eligible group of related investors” includes any combination of the following:

  • All accounts held in your name (alone or with other account holders) and taxpayer identification number (TIN);
  • Accounts held in your spouse’s name (alone or with other account holders) and TIN (see definition of spouse below);
  • Accounts for your children or your spouse’s children including children for whom you and/or your spouse are legal guardian(s) (e.g., UGMAs and UTMAs);
  • Accounts in the name and TINs of your parents;
  • Trusts with you, your spouse, your children, your spouse’s children and/or your parents as the beneficiaries;
  • With limited exclusions, accounts with the same address (exclusions include, but are not limited to, addresses for brokerage firms and other intermediaries and Post Office boxes); and
  • Accounts held in the name of a company controlled by you (a person, entity or group that holds 25% or more of the outstanding voting securities of a company will be deemed to control the company, and a partnership will be deemed to be controlled by each of its general partners), including employee benefit plans of the company where the accounts are held in the plan’s TIN.

A “spouse” is defined as follows:

  • The person to whom you are legally married. We also consider your spouse to include the following:
  • An individual of the same gender with whom you have been joined in a civil union, or legal contract similar to marriage;



18 Prudential Jennison Small Company Fund, Inc.

  • A domestic partner, who is an individual (including one of the same gender) with whom you have shared a primary residence for at least six months, in a relationship as a couple where you, your domestic partner or both provide for the personal or financial welfare of the other without a fee, to whom you are not related by blood; or
  • An individual with whom you have a common law marriage, which is a marriage in a state where such marriages are recognized between a man and a woman arising from the fact that the two live together and hold themselves out as being married.

The value of shares held by you or an eligible group of related investors will be determined as follows:

  • for Class A shares and any other share class for which a sales charge is paid, the value of existing shares is determined by the maximum offering price (net asset value (NAV) plus maximum sales charge); and
  • for all other share classes, the value of existing shares is determined by the NAV.

Note: Class Z shares cannot be aggregated with any other share class for purposes of reducing or waiving Class A’s initial sales charge.

If your shares are held directly by the Transfer Agent, and you believe you qualify for a reduction or waiver of Class A’s initial sales charge, you must notify the Transfer Agent at the time of the qualifying share purchase in order to receive the applicable reduction or waiver. If your shares are held through a broker or other financial intermediary, and you believe you qualify for a reduction or waiver of Class A’s initial sales charge, you must notify your broker or intermediary at the time of the qualifying purchase in order to receive the applicable reduction or waiver. Shares held through a broker or other financial intermediary will not be systematically aggregated with shares held directly by the Transfer Agent for purposes of receiving a reduction or waiver of Class A’s initial sales charge. The reduced or waived sales charge will be granted subject to confirmation of account holdings.

If your shares are held directly by the Transfer Agent, you must identify the eligible group of related investors. Although the Transfer Agent does not require any specific form of documentation in order to establish your eligibility to receive a waiver or reduction of Class A’s initial sales charge, you may be required to provide appropriate documentation if the Transfer Agent is unable to establish your eligibility.

If your shares are held through a broker or other intermediary, the broker or intermediary is responsible for determining the specific documentation, if any, that you may need in order to establish your eligibility to receive a waiver or reduction of Class A’s initial sales charge. Your broker or intermediary is also responsible for notifying the Transfer Agent if your share purchase qualifies for a reduction or waiver of Class A’s initial sales charge.

Purchases of $1 Million or More. If you purchase $1 million or more of Class A shares, you will not be subject to an initial sales charge, although a CDSC may apply, as previously noted.

Mutual Fund Programs. The initial sales charge will be waived for participants in any fee-based program or trust program sponsored by Prudential or an affiliate that includes the Fund as an available option. The initial sales charge will also be waived for investors in certain programs sponsored by broker-dealers, investment advisers and financial planners who have agreements with Prudential, or whose programs are available through financial intermediaries that have agreements with Prudential, relating to:

  • Mutual fund “wrap” or asset allocation programs, where the sponsor places fund trades, links its clients’ accounts to a master account in the sponsor’s name and charges its clients a management, consulting or other fee for its services, or
  • Mutual fund “supermarket” programs, where the sponsor links its clients’ accounts to a master account in the sponsor’s name and the sponsor charges a fee for its services.

Broker-dealers, investment advisers or financial planners sponsoring these mutual fund programs may offer their clients more than one class of shares in the Fund in connection with different pricing options for their programs. Investors should consider carefully any separate transaction and other fees charged by these programs in connection with investing in each available share class before selecting a share class.

Group Retirement Plans. Group retirement plans, including 401(k) plans, Keogh plans, profit-sharing pension plans, money purchase pension plans, target benefit plans, defined benefit plans, Taft-Hartley multiemployer pension plans, SEP-IRA and SARSEP plans, SIMPLE IRA plans, 457 plans, 403(b) plans, non-qualified deferred compensation plans, and other defined contribution plans, may purchase Class A shares without paying the initial sales charge. The availability of Class A shares at NAV for group retirement plans will depend upon the policies of your financial intermediary and/or the recordkeeper for your plan. Investment in the Fund through a 403(b) plan may be available through a custodial account held with your employer’s third party


Visit our website at www.prudentialfunds.com 19


administrator. You should check with your employer to determine if this is an option. If Prudential Retirement Services is the recordkeeper for your group retirement plan, you may call Prudential at (800) 353-2847 with any questions. Otherwise, investors in group retirement plans should contact their financial intermediary with any questions regarding availability of Class A shares at net asset value.

Other Types of Investors. Certain other types of investors may purchase Class A shares without paying the initial sales charge, including:

  • certain directors, officers, employees (including their spouses, children and parents) of Prudential and its affiliates, the Prudential Investments mutual funds, and the investment subadvisers of the Prudential Investments mutual funds;
  • persons who have retired directly from active service with Prudential or one of its subsidiaries;
  • certain real estate brokers, agents and employees of real estate brokerage companies affiliated with the Prudential Real Estate Affiliates;
  • registered representatives and employees of broker-dealers that have entered into dealer agreements with the Distributor; and
  • investors in IRAs, provided that: (a) the purchase is made either from a directed rollover to such IRA or with the proceeds of a tax-free rollover of assets from a Benefit Plan for which Prudential Retirement (the institutional Benefit Plan recordkeeping entity of Prudential) provides administrative or recordkeeping services, in each case provided that such purchase is made within 60 days of receipt of the Benefit Plan distribution, or (b) the IRA is established through Prudential Retirement as part of its “Rollover IRA” program (regardless of whether or not the purchase consists of proceeds of a tax-free rollover of assets from a Benefit Plan described above).

To qualify for a waiver of the Class A sales charge at the time of purchase, you must notify the Transfer Agent, or the Distributor must be notified by the broker facilitating the purchase, that the transaction qualifies for a waiver of the Class A sales charge. The waiver will be granted subject to confirmation of your account holdings.

Additional Information About Reducing or Waiving Class A’s Sales Charge. The Fund also makes available free of charge, on the Fund’s website, in a clear and prominent format, information relating to the Fund’s Class A initial sales charge, and the different ways that investors can reduce or avoid paying the initial sales charge. The Fund’s website includes hyperlinks that facilitate access to this information.

You may need to provide your broker-dealer or other financial intermediary through which you hold Fund shares with the information necessary to take full advantage of reduced or waived Class A sales charges.

The Distributor may reallow the Class A sales charge to dealers.

Automatic Conversion of Class B, Class M and Class X Shares

The conversion of Class B, Class M, or Class X shares of the Fund—which happens automatically approximately every seven, eight or ten years, respectively, after purchase—is not a taxable event for federal income tax purposes. For more information about the automatic conversion of Class B, Class M and Class X shares, see “Class B, Class M and Class X Shares Automatically Convert to Class A Shares” in the “How to Buy, Sell and Exchange Shares of the Fund” section.

Qualifying for Class Q Shares

Group Retirement Plans. Group retirement plans, including 401(k) plans, Keogh plans, profit-sharing pension plans, money purchase pension plans, target benefit plans, defined benefit plans, Taft-Hartley multi-employer pension plans, SEP-IRA and SARSEP plans, SIMPLE IRA plans, 457 plans, 403(b) plans, non-qualified deferred compensation plans and other defined contribution plans may purchase Class Q shares. The availability of Class Q shares for group retirement plans will depend upon the policies of your financial intermediary and/or the recordkeeper for your plan.

Other Types of Investors. The following investors may also purchase Class Q shares: (i) Prudential funds, including Prudential fund-of-funds, and (ii) Prudential with an investment of $10 million or more (except that seed money investments by Prudential in other Prudential funds may be made in any amount).

Qualifying for Class R Shares

Group Retirement Plans. Class R shares are offered for sale to (i) certain group retirement plans, including 401(k) plans, Keogh plans, profit-sharing pension plans, money purchase pension plans, target benefit plans, defined benefit plans, Taft Hartley multi-employer pension plans, SEP IRA and SARSEP plans, SIMPLE IRA plans, 457 plans, 403(b) plans, non-qualified deferred compensation plans, and other defined contribution plans and (ii) IRAs that are held on the books of a Fund through omnibus level accounts, including The SmartSolution IRA offered by Prudential Retirement. The availability of Class R shares for group


20 Prudential Jennison Small Company Fund, Inc.


retirement plans or IRAs will depend upon the policies of your financial intermediary and/or the recordkeeper for your plan. If Prudential Retirement Services is the recordkeeper for your group retirement plan, you may call Prudential at (800) 353-2847 with any questions. Investors in SmartSolution IRA accounts through Prudential’s Personal Retirement Services unit can call 888-244-6237 with any questions regarding how to purchase shares. Otherwise, investors in group retirement plans should contact their financial intermediary with any questions regarding availability of Class R shares.

Qualifying for Class Z Shares

Institutional Investors. Various institutional investors may purchase Class Z shares, including corporations, banks, governmental entities, municipalities, hospitals, insurance companies and IRS Section 501 entities, such as foundations and endowments. The minimum initial investment for such investors is $10 million. Institutional investors are responsible for indicating their eligibility to purchase Class Z shares at the time of purchase. Certain financial intermediaries may require that investments by their institutional investor clients in Class Z shares be placed directly with the Fund’s Transfer Agent. Please contact the Transfer Agent at (800) 225-1852 for further details.

Mutual Fund Programs. Class Z shares can be purchased by participants in any fee-based program or trust program sponsored by Prudential or an affiliate that includes the Fund as an available option. Class Z shares also can be purchased by investors in certain programs sponsored by broker-dealers, investment advisers and financial planners who have agreements with Prudential, or whose programs are available through financial intermediaries that have agreements with Prudential, relating to:

  • Mutual fund “wrap” or asset allocation programs where the sponsor places fund trades, links its clients’ accounts to a master account in the sponsor’s name and charges its clients a management, consulting or other fee for its services; or
  • Mutual fund “supermarket” programs where the sponsor links its clients’ accounts to a master account in the sponsor’s name and the sponsor charges a fee for its services.

Broker-dealers, investment advisers or financial planners sponsoring these mutual fund programs may offer their clients more than one class of shares in the Fund in connection with different pricing options for their programs. Investors should consider carefully any separate transaction and other fees charged by these programs in connection with investing in a share class offered by the program before selecting a share class.

Group Retirement Plans. Group retirement plans, including 401(k) plans, Keogh plans, profit-sharing pension plans, money purchase pension plans, target benefit plans, defined benefit plans, Taft-Hartley multi-employer pension plans, SEP-IRA and SARSEP plans, SIMPLE IRA plans, 457 plans, 403(b) plans, non-qualified deferred compensation plans and other defined contribution plans may purchase Class Z shares. The availability of Class Z shares for group retirement plans will depend upon the policies of your financial intermediary and/or the recordkeeper for your plan. Investment in the Fund through a 403(b) plan may be available through a custodial account held with your employer’s third party administrator. If Prudential Retirement Services is the recordkeeper for your group retirement plan, you may call Prudential at (800) 353-2847 with any questions. Otherwise, investors in group retirement plans should contact their financial intermediary with any questions regarding availability of Class Z shares.

Other Types of Investors. Class Z shares also can be purchased by any of the following:

  • Certain participants in the MEDLEY Program (group variable annuity contracts) sponsored by Prudential for whom Class Z shares of the Prudential mutual funds are an available option;
  • Current and former Directors/Trustees of mutual funds managed by PI or any other affiliate of Prudential;
  • Prudential, with an investment of $10 million or more (except that seed money investments by Prudential in other Prudential funds may be made in any amount);
  • Prudential funds, including Prudential fund-of-funds; and
  • Qualified state tuition programs (529 plans).

How Financial Services Firms are Compensated for Selling Fund Shares

The Prudential Investments and Target Mutual Funds are distributed by Prudential Investment Management Services LLC (the Distributor), a broker-dealer that is licensed to sell securities. The Distributor generally does not sell shares of the Funds directly to the public, but instead markets and sells the Funds through other broker-dealers, 401(k) providers, retirement plan administrators, and other financial intermediaries. For ease of reference, we refer to all financial intermediaries collectively as “financial services firms.” Each Fund is managed by the Manager.

Only persons licensed with the Financial Industry Regulatory Authority, Inc. (FINRA), as a registered representative (often referred to as a broker or financial adviser) and associated with a specific financial services firm may sell shares of a mutual fund to you, or to a retirement plan in which you participate.




Visit our website at www.prudentialfunds.com 21

Rule 12b-1 Fees & Sales Charges. The Distributor has agreements in place with financial services firms defining how much each firm will be paid for the sale of a particular mutual fund from front-end sales charges, if any, paid by Fund shareholders and from fees paid to the Distributor by the Fund pursuant to Rule 12b-1 under the 1940 Act (Rule 12b-1). These financial services firms then pay their registered representatives who sold you the Fund some or all of what they received from the Distributor. The registered representatives may receive a payment when the sale is made and can, in some cases, continue to receive ongoing payments while you are invested in the Fund. The Distributor may change at any time, without prior notice, the amount of Rule 12b-1 fees that it pays (when the sale is made and/or any ongoing payments) to financial services firms and registered representatives so that the Distributor may retain all or a portion of such fees.

“Revenue Sharing” Payments. In addition to the compensation received by financial services firms as described above, the Manager or certain of its affiliates (but not the Distributor) may make additional payments (which are often referred to as “revenue sharing” payments) to the financial services firms from the Manager’s or certain affiliates’ own resources, including from the profits derived from management or other fees received from the Fund, without additional direct or indirect cost to the Fund or its shareholders. Revenue sharing payments are in addition to the front-end sales charges paid by Fund shareholders or fees paid pursuant to plans adopted in accordance with Rule 12b-1. The Manager or certain of its affiliates may revise the terms of any existing revenue sharing arrangement, and may enter into additional revenue sharing arrangements with other financial services firms in the future.

Revenue sharing arrangements are intended to foster the sale of Fund shares and/or to compensate financial services firms for assisting in marketing or promotional activities in connection with the sale of Fund shares. In exchange for revenue sharing payments, the Fund generally expects to receive the opportunity for the Fund to be sold through the financial services firms’ sales force or access to third-party platforms or other marketing programs, including but not limited to mutual fund “supermarket” platforms or other sales programs. To the extent that financial services firms receiving revenue sharing payments sell more shares of the Fund, the Manager and Distributor benefit from the increase in Fund assets as a result of the management and distribution fees they receive from the Fund, respectively. Increased sales of Fund shares also may benefit shareholders, since an increase in Fund assets may allow the Fund to expand its investment opportunities, and increased Fund assets may result in reduced Fund operating expenses.

Revenue sharing payments, as well as the other types of payments described above, may provide an incentive for financial services firms and their registered representatives to recommend or sell shares of the Fund to you and in doing so may create conflicts of interest between the firms’ financial interests and their duties to customers.

If your Fund shares are purchased through a retirement plan, the Manager or certain of its affiliates (but not the Distributor) may also make revenue sharing payments to the plan’s record keeper or an affiliate, which generally is not a registered broker-dealer. Rule 12b-1 fees and sales charges may only be paid to a registered broker-dealer.

It is likely that financial services firms that execute portfolio transactions for the Fund will include those firms with which the Manager and/or certain of its affiliates have entered into revenue sharing arrangements. Neither the Manager nor any subadviser may consider sales of Fund shares as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. The Manager and certain of its affiliates will not use Fund brokerage as any part of revenue sharing payments to financial services firms.

Revenue sharing payments are usually calculated based on a percentage of Fund sales and/or Fund assets attributable to a particular financial services firm. Payments may also be based on other criteria or factors, for example, a fee per each transaction. Specific payment formulas are negotiated based on a number of factors, including, but not limited to, reputation in the industry, ability to attract and retain assets, target markets, customer relationships and scope and quality of services provided. The Manager and/or certain of its affiliates make such payments to financial services firms in amounts that generally range from .02% up to .20% of Fund assets serviced and maintained by the financial services firms or from .10% to .25% of sales of Fund shares attributable to the firm. In addition, the Manager and/or certain of its affiliates may pay flat fees on a one-time or irregular basis for the initial set-up of the Fund on a financial services firm’s systems, participation or attendance at a financial services firm’s meeting, or for other reasons. These amounts are subject to change. In addition, the costs associated with visiting the financial services firms to make presentations, and/or train and educate the personnel of the financial services firms, may be paid by the Manager and/or certain of its affiliates, subject to applicable FINRA regulations.




22 Prudential Jennison Small Company Fund, Inc.

Please contact the registered representative (or his or her firm) who sold shares of the Fund to you for details about any payments the financial services firm may receive from the Manager and/or certain of its affiliates. You should review your financial services firm’s disclosure and/or talk to your financial services firm to obtain more information on how this compensation may have influenced your financial services firm’s recommendation of the Fund. Additional information regarding these revenue sharing payments is included in the SAI which is available to you at no additional charge.

Other Payments Received by Financial Services Firms

Administrative, Sub-Accounting and Networking Fees. In addition to, rather than in lieu of, the fees that the Fund may pay to financial services firms as described above, and the fees the Fund pays to the Transfer Agent, the Transfer Agent or its affiliates may enter into additional agreements on behalf of the Fund with financial services firms pursuant to which the Fund will pay financial services firms for certain administrative, sub-accounting and networking services. These services include maintenance of shareholder accounts by the firms, such as record-keeping and other activities that otherwise would be performed by the Transfer Agent. Sub-accounting services encompass activities that reduce the burden of record-keeping to the Fund. Administrative fees are paid to a firm that undertakes, for example, shareholder communications on behalf of the Fund. Networking services are services undertaken to support the electronic transmission of shareholder purchase and redemption orders through the National Securities Clearing Corporation (NSCC).

These payments, as discussed above, are paid out of Fund assets and generally based on either (1) a percentage of the average daily net assets of Fund shareholders serviced by a financial services firm or (2) a fixed dollar amount for each account serviced by a financial services firm. From time to time, the Manager or certain of its affiliates (but not the Distributor) also may pay a portion of the fees for the services to the financial services firms at their own expense and out of their own resources.

In addition, the Fund reimburses the Distributor for NSCC fees that are invoiced to the Distributor as the party to the Agreement with NSCC for the administrative services provided by NSCC to the Fund and its shareholders. These administrative services provided by NSCC to the Fund and its shareholders include transaction processing and settlement through Fund/SERV, electronic networking services to support the transmission of shareholder purchase and redemption orders to and from financial intermediaries, and related recordkeeping provided by NSCC to the Fund and its shareholders. These payments are generally based on a transaction fee rate for certain administrative services plus a fee for other administrative services.

Anti-Money Laundering

In accordance with federal law, the Fund has adopted policies designed to deter money laundering. Under the policies, the Fund will not knowingly engage in financial transactions that involve proceeds from unlawful activity or support terrorist activities, and shall file government reports, including those concerning suspicious activities, as required by applicable law. The Fund will seek to confirm the identity of potential shareholders to include both individuals and entities through documentary and non-documentary methods. Non-documentary methods may include verification of name, address, date of birth and tax identification number with selected credit bureaus. The Fund has also appointed an Anti-Money Laundering Compliance Officer to oversee the Fund’s anti-money laundering policies.

Understanding the Price You’ll Pay

The price you pay for each share of the Fund is based on the share value. The share value of a mutual fund—known as the net asset value or NAV—is determined by a simple calculation: it’s the total value of the Fund (assets minus liabilities) divided by the total number of shares outstanding. For example, if the value of the investments held by Fund XYZ (minus its liabilities) is $1,000 and there are 100 shares of Fund XYZ owned by shareholders, the value of one share of the Fund—or the NAV—is $10 ($1,000 divided by 100).

Mutual Fund Shares

The NAV of mutual fund shares changes every day because the value of a fund’s portfolio changes constantly. For example, if Fund XYZ holds ACME Corp. bonds in its portfolio and the price of ACME bonds goes up, while the value of the Fund’s other holdings remains the same and expenses don’t change, the NAV of Fund XYZ will increase.


The Fund’s NAV will be determined every day on which the Fund is open as of the close of regular trading on the New York Stock Exchange (NYSE) (generally, 4:00 pm Eastern Time). The Fund’s portfolio securities are valued based upon market quotations or, if market quotations are not readily available, at fair value as determined in good faith under procedures established by the Board. These procedures include pricing methodologies for determining the fair value of certain types of securities and other assets held


Visit our website at www.prudentialfunds.com 23


by the Fund that do not have quoted market prices, and authorize the use of other pricing sources, such as bid prices supplied by a principal market maker and evaluated prices supplied by pricing vendors that employ analytic methodologies that take into account the prices of similar securities and other market factors.

If the Fund determines that a market quotation for a security is not reliable based on, among other things, events or market conditions that occur with respect to one or more securities held by the Fund or the market as a whole, after the quotation is derived or after the closing of the primary market on which the security is traded, but before the time that the Fund’s NAV is determined, the Fund may use “fair value pricing,” which is implemented by a valuation committee (Valuation Committee) consisting of representatives of the Manager and subadviser or by the Board. In addition, the Fund may use fair value pricing determined by the Valuation Committee or Board if the pricing source does not provide an evaluated price for a security or provides an evaluated price that, in the judgment of the Manager (or subadviser), does not represent fair value. Securities that are primarily traded outside the United States may also be subject to a fair value pricing adjustment using a service provided by a pricing vendor, if it is determined that market quotations from those non-U.S. markets are not reliable, based on market movements after the close of the relevant non-U.S. markets. Non-U.S. securities markets are open for trading on weekends and other days when the Fund does not price shares. Therefore, the value of the Fund’s shares may change on days when you will not be able to purchase or redeem the Fund’s shares.

With respect to any portion of the Fund’s assets that are invested in one or more open-end investment companies, the Fund’s NAV will be calculated based upon the NAV of the investment company in which the Fund invests.

Different valuation methods may result in differing values for the same security. The fair value of a portfolio security that the Fund uses to determine its NAV may differ from the security’s quoted or published price. If the Fund needs to implement fair value pricing after the NAV publishing deadline but before shares of the Fund are processed, the NAV you receive or pay may differ from the published NAV price.

Fair value pricing procedures are designed to result in prices for the Fund’s securities and its NAV that are reasonable in light of the circumstances which make or have made market quotations unavailable or unreliable, and may have the effect of reducing arbitrage opportunities available to short-term traders. There is no assurance, however, that fair value pricing will more accurately reflect the market value of a security than the market price of such security on that day or that it will prevent dilution of the Fund’s NAV by short-term traders.

What Price Will You Pay for Shares of the Fund? For Class A shares, you’ll pay the public offering price, which is the NAV next determined after we receive your order to purchase, plus an initial sales charge (unless you’re entitled to a waiver). For all other share classes, you will pay the NAV next determined after we receive your order to purchase (remember, there are no up-front sales charges for these share classes). Your broker may charge you a separate or additional fee for purchases of shares. Unless regular trading on the NYSE closes before 4:00 p.m. New York time, or later than 4:00 p.m. New York time, your order to purchase must be received by the Transfer Agent by 4:00 p.m. New York time in order to receive that day’s NAV. In the event that regular trading on the NYSE closes before 4:00 p.m. New York time, you will receive the following day’s NAV if your order to purchase is received by the Transfer Agent after the close of regular trading on the NYSE.

Additional Shareholder Services

As a Fund shareholder, you can take advantage of the following services and privileges:

Automatic Reinvestment. As we explained in the “Fund Distributions and Tax Issues” section, the Fund pays out—or distributes—its net investment income and net capital gains to all shareholders. For your convenience, we will automatically reinvest your distributions in the Fund at NAV, without any sales charge. If you want your distributions paid in cash, you can indicate this preference on your application, or by notifying your broker or the Transfer Agent in writing (at the address below) at least five business days before the date we determine who receives dividends. For accounts held at the Transfer Agent (PMFS), distributions of $10.00 or less on non-retirement accounts will not be paid out in cash, but will be automatically reinvested into your account.

Prudential Mutual Fund Services LLC
P.O. Box 9658
Providence, RI 02940

Automatic Investment Plan (AIP). You can make regular purchases of the Fund by having a fixed amount of money automatically withdrawn from your bank or brokerage account at specified intervals. The minimum for subsequent investments through newly-established AIP accounts must be at least $50 monthly.




24 Prudential Jennison Small Company Fund, Inc.

Retirement Plan Services. Prudential offers a wide variety of retirement plans for individuals and institutions, including large and small businesses. For information on IRAs, including Roth IRAs or SEP-IRAs for a one-person business, please contact your financial adviser. If you are interested in opening a 401(k) or other company-sponsored retirement plan (SIMPLE IRAs, SEP plans, Keoghs, 403(b)(7) plans, pension and profit-sharing plans), your financial adviser will help you determine which retirement plan best meets your needs. Complete instructions about how to establish and maintain your plan and how to open accounts for you and your employees will be included in the retirement plan kit you receive in the mail.

Systematic Withdrawal Plan. A Systematic Withdrawal Plan is available that will provide you with monthly, quarterly, semi-annual or annual redemption checks. The Systematic Withdrawal Plan is not available to participants in certain retirement plans. Please contact PMFS at (800) 225-1852 for more details.

Reports to Shareholders. Every year we will send you an annual report (along with an updated prospectus) and a semi-annual report, which contain important financial information about the Fund. To reduce Fund expenses, we may send one annual shareholder report, one semi-annual shareholder report and one annual prospectus per household, unless you instruct us or your broker otherwise. If each Fund shareholder in your household would like to receive a copy of the Fund’s prospectus, shareholder report and proxy statement, please call us toll free at (800) 225-1852. We will begin sending additional copies of these documents within 30 days of receipt of your request.

HOW TO SELL YOUR SHARES

You can sell your Fund shares for cash (in the form of a check) at any time, subject to certain restrictions. For more information about these restrictions, see “Restrictions on Sales” below.

When you sell shares of a Fund—also known as redeeming your shares—the price you will receive will be the NAV next determined after the Transfer Agent, the Distributor or your broker receives your order to sell (less any applicable CDSC). If your broker holds your shares, your broker must receive your order to sell no later than the time regular trading on the NYSE closes—which is usually 4:00 p.m. New York time—to process the sale on that day. In the event that regular trading on the NYSE closes before 4:00 p.m. New York time, you will receive the following day’s NAV if your order to sell is received after the close of regular trading on the NYSE. Otherwise, contact:

Prudential Mutual Fund Services LLC
P.O. Box 9658
Providence, RI 02940

Generally, we will pay you for the shares that you sell within seven days after the Transfer Agent, the Distributor or your broker receives your sell order. If you hold shares through a broker, payment will be credited to your account. If you are selling shares you recently purchased with a check, we may delay sending you the proceeds until your check clears, which can take up to seven days from the purchase date. Your broker may charge you a separate or additional fee for sales of shares.

As a result of restrictions on withdrawals and transfers imposed by Section 403(b) of the Internal Revenue Code of 1986, as amended, we may consider a redemption request to not be in good order until we obtain information from your employer that is reasonably necessary to ensure that the payment is in compliance with such restrictions, if applicable. In such an event, the redemption request will not be in good order and we will not process it until we obtain information from your employer.

Restrictions on Sales

There are certain times when you may not be able to sell shares of the Fund or when we may delay paying you the proceeds from a sale. As permitted by the Commission, the former may happen only during unusual market conditions or emergencies when the Fund can’t determine the value of its assets or sell its holdings. For more information, see the SAI.

If you hold your shares directly with the Transfer Agent, you will need to have the signature on your sell order medallion signature guaranteed if:

  • You are selling more than $100,000 of shares;
  • You want the redemption proceeds made payable to someone that is not in our records;
  • You want the redemption proceeds sent to some place that is not in our records;
  • You are a business or a trust; or
  • You are redeeming due to the death of the shareholder or on behalf of the shareholder.



Visit our website at www.prudentialfunds.com 25

The medallion signature guarantee may be obtained from an authorized officer from a bank, broker, dealer, securities exchange or association, clearing agency, savings association, or credit union that is participating in one of the recognized medallion guarantee programs (STAMP, SEMP, or NYSE MSP). The medallion signature guarantee must be appropriate for the dollar amount of the transaction. The Transfer Agent reserves the right to reject transactions where the value of the transaction exceeds the value of the surety coverage indicated on the medallion imprint. For more information, see the SAI.

Contingent Deferred Sales Charge (CDSC)

If you sell shares during certain periods of time (the CDSC periods) after purchase, you may have to pay a CDSC. The CDSC period and the CDSC rate for each share class are set forth in the table below:

  Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8
Class A 1% N/A N/A N/A N/A N/A N/A N/A
Class B 5% 4% 3% 2% 1% 1% N/A N/A
Class C 1% N/A N/A N/A N/A N/A N/A N/A
Class L 1% N/A N/A N/A N/A N/A N/A N/A
Class M 6% 5% 4% 3% 2% 2% 1% N/A
Class X 6% 5% 4% 4% 3% 2% 2% 1%

Notes to CDSC Table:

° No CDSC is payable for any share class for the ninth year after purchase and any following year.

° Although you are not subject to an initial sales charge, you will be subject to a 1% CDSC if you purchase $1 million or more of Class A or Class L shares and redeem those shares within 12 months of purchase.

If you sell Class B shares within six years of purchase, Class C shares within 12 months of purchase, Class M shares within seven years of purchase or Class X shares within eight years of purchase, you will have to pay a CDSC. In addition, if you purchase $1 million or more of Class A or Class L shares, although you are not subject to an initial sales charge, you are subject to a 1% CDSC for shares redeemed within 12 months of purchase. (The CDSC is waived for purchases by certain retirement and/or benefit plans.) To keep the CDSC as low as possible, we will sell amounts representing shares in the following order:

  • Amounts representing shares you purchased with reinvested dividends and distributions,
  • Amounts representing the increase in NAV above the total amount of payments for shares made during the past 12 months for Class A or Class L shares (in certain cases), six years for Class B shares, 12 months for Class C shares, seven years for Class M shares and eight years for Class X shares,
  • Any bonus shares received by investors when purchasing Class X shares, and
  • Amounts representing the cost of shares held beyond the CDSC period (12 months for Class A or Class L shares (in certain cases), six years for Class B shares, 12 months for Class C shares, seven years for Class M shares and eight years for Class X shares).

Since shares that fall into any of the categories listed above are not subject to the CDSC, selling them first helps you to avoid—or at least minimize—the CDSC.

Having sold the exempt shares first, if there are any remaining shares that are subject to the CDSC, we will apply the CDSC to amounts representing the cost of shares held for the longest period of time within the applicable CDSC period.

The CDSC is calculated based on the lesser of the original purchase price or the redemption proceeds, except for Class M and Class X purchases made after January 1, 2002, on which the CDSC will be calculated based on the original cost of the purchase. The rate decreases on the anniversary date of your purchase. The holding period for purposes of determining the applicable CDSC will be calculated from the anniversary date of the purchase, excluding any time Class B or Class C shares were held in a money market fund.

Waiver of the CDSC—Class B, Class M and Class X Shares

The CDSC will be waived if the Class B, Class M and Class X shares are sold:

  • After a shareholder is deceased or disabled (or, in the case of a trust account, 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 disability,
  • To provide for certain distributions—made without IRS penalty—from a tax-deferred retirement plan, IRA or Section 403(b) custodial account, and
  • On certain sales effected through a Systematic Withdrawal Plan.



26 Prudential Jennison Small Company Fund, Inc.

For more information on the above and other waivers, see the SAI.

Waiver of the CDSC—Class C Shares

Benefit Plans. The CDSC will be waived for redemptions by certain group retirement plans for which Prudential or brokers not affiliated with Prudential provide administrative or recordkeeping services. The CDSC also will be waived for certain redemptions by benefit plans sponsored by Prudential and its affiliates. For more information, call Prudential at (800) 353-2847.

Redemption In Kind

If the sales of Fund shares you make during any 90-day period reach the lesser of $250,000 or 1% of the value of the Fund’s net assets, we can then give you securities from the Fund’s portfolio instead of cash. If you want to sell the securities for cash, you would have to pay the costs charged by a broker. You would also be responsible for any tax consequences resulting from your ownership of the securities.

Involuntary Redemption of Small Accounts

If the value of your account with PMFS is less than $500 for any reason, we may sell your shares (without charging any CDSC) and close your account. We would do this to minimize the Fund’s expenses paid by other shareholders. The involuntary sale provisions do not apply to Automatic Investment Plan (AIP) accounts, employee savings plan accounts, payroll deduction plan accounts, retirement accounts (such as a 401(k) plan, an IRA or other qualified or tax-deferred plan or account), omnibus accounts, and accounts for which a broker or other financial intermediary is responsible for recordkeeping. Prior thereto, if you make a sale that reduces your account value to less than the threshold, we may sell the rest of your shares (without charging any CDSC) and close your account; this involuntary sale does not apply to shareholders who own their shares as part of a retirement account. For more information, see “Purchase, Redemption and Pricing of Fund Shares—Involuntary Redemption” in the SAI.

Small Account Maintenance Fee

If the value of your account with PMFS is less than $2,500, with certain exclusions, a $15 annual small account maintenance fee will be deducted from your account. Any applicable CDSC on the shares redeemed to pay the $15 small account maintenance fee will be waived. For more information, see “Purchase, Redemption and Pricing of Fund Shares—Small Account Maintenance Fee” in the SAI.

90-Day Repurchase Privilege

After you redeem your shares (except for Class L, Class M and Class X shares), you have a 90-day period during which you may reinvest back into your account any of the redemption proceeds in shares of the same Fund without paying an initial sales charge. After you redeem your Class L, Class M and Class X shares, you have a 90-day period during which you may reinvest back into your account any of the redemption proceeds in Class A shares of the same Fund without paying an initial sales charge. For Class B shares, if you paid a CDSC when you redeemed your Class B shares, we will credit your account with the appropriate number of shares to reflect the amount of the CDSC you paid on that reinvested portion of your redemption proceeds. In order to take advantage of this one-time privilege, you must notify the Transfer Agent or your broker at the time of the repurchase. For more information, see the SAI.

Retirement Plans

To sell shares and receive a distribution from your retirement account, call your broker or the Transfer Agent for a distribution request form. There are special distribution and income tax withholding requirements for distributions from retirement plans and you must submit a withholding form with your request to avoid delay. If your retirement plan account is held for you by your employer or plan trustee, you must arrange for the distribution request to be signed and sent by the plan administrator or trustee. For additional information, see the SAI.

HOW TO EXCHANGE YOUR SHARES

You can exchange your shares of the Fund for shares of the same class in certain other Prudential Investments mutual funds—including certain money market funds—if you satisfy the minimum investment requirements. We may change the terms of any exchange privilege after giving you 60 days’ notice.

For investors in certain programs sponsored by broker-dealers, investment advisers and financial planners who have agreements with Prudential, or whose programs are available through financial intermediaries that have agreements with Prudential relating to mutual fund “wrap” or asset allocation programs or mutual fund “supermarket” programs, an exchange may be made from Class A to Class Z shares of the Fund in certain limited circumstances. Contact your program sponsor or financial intermediary with any questions.




Visit our website at www.prudentialfunds.com 27

If you hold shares through a broker, you must exchange shares through your broker. Otherwise contact:

Prudential Mutual Fund Services LLC
P.O. Box 9658
Providence, RI 02940

There is no sales charge for exchanges of Class Z shares.

Remember, as we explained in the section entitled “Fund Distributions and Tax Issues—If You Sell or Exchange Your Shares,” exchanging shares is considered a sale for tax purposes. Therefore, if the shares you exchange are worth more than the amount that you paid for them, you may have to pay capital gains tax. For additional information about exchanging shares, see the SAI.

Frequent Purchases and Redemptions of Fund Shares

The Fund seeks to prevent patterns of frequent purchases and redemptions of Fund shares by its shareholders. Frequent purchases and sales of shares of the Fund may adversely affect Fund performance and the interests of long-term investors. When a shareholder engages in frequent or short-term trading, the Fund may have to sell portfolio securities to have the cash necessary to redeem the shareholder’s shares. This can happen when it is not advantageous to sell any securities, so the Fund’s performance may be hurt. When large dollar amounts are involved, frequent trading can also make it difficult to use long-term investment strategies because the Fund cannot predict how much cash it will have to invest. In addition, if the Fund is forced to liquidate investments due to short-term trading activity, it may incur increased brokerage and tax costs. Similarly, the Fund may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of short-term trading. Moreover, frequent or short-term trading by certain shareholders may cause dilution in the value of Fund shares held by other shareholders. Funds that invest in foreign securities may be particularly susceptible to frequent trading because time zone differences among international stock markets can allow a shareholder engaging in frequent trading to exploit fund share prices that may be based on closing prices of foreign securities established some time before the Fund calculates its own share price. Funds that invest in certain fixed-income securities, such as high-yield bonds or certain asset-backed securities, may also constitute an effective vehicle for a shareholder’s frequent trading strategy.

The Fund does not knowingly accommodate or permit frequent trading, and the Board has adopted policies and procedures designed to discourage or prevent frequent trading activities by Fund shareholders. In an effort to prevent such practices, the Fund’s Transfer Agent monitors trading activity on a daily basis. The Fund has implemented a trading policy that limits the number of times a shareholder may purchase Fund shares or exchange into the Fund and then sell those shares within a specified period of time (a “round-trip transaction”) as established by the Fund’s Chief Compliance Officer (CCO). The CCO is authorized to set and modify the parameters of the trading policy at any time as required to prevent the adverse impact of frequent trading on Fund shareholders.

The CCO has defined frequent trading as one or more round-trip transactions in shares of the Fund within a 30-day period. If this occurs, the shareholder’s account will be subject to a 60-day warning period, commencing on the first day of the following month. If a second round-trip occurs before the conclusion of the 60-day warning period, a trading suspension will be placed on the account by the Fund’s transfer agent, that will remain in effect for 90 days. The trading suspension will relate to purchases and exchange purchases (but not redemptions) in the Fund in which the frequent trading occurred. Exceptions to the trading policy will not normally be granted.

Transactions in the Prudential Investments money market funds are excluded from this policy. In addition, the policy does not apply to the Prudential Asset Allocation Funds and the Prudential Real Assets Fund, which are structured as “funds-of-funds,” and invest primarily in other mutual funds within the Prudential Investments fund family.

The Fund reserves the right to reject or cancel, without prior notice, all additional purchases or exchanges into the Fund by a shareholder. Moreover, the Fund may direct a broker-dealer or other intermediary to block a shareholder account from future trading in the Fund. The Transfer Agent will monitor trading activity over $25,000 per account on a daily basis for a rolling 30-day period. If a purchase into the Fund is rejected or canceled, the shareholder will receive a return of the purchase amount.

If the Fund is offered to qualified plans on an omnibus basis or if Fund shares may be purchased through other omnibus arrangements, such as through a financial intermediary such as a broker-dealer, a bank, an insurance company separate account, an investment adviser, or an administrator or trustee of a retirement plan (“Intermediaries”) that holds your shares in an account under its name, Intermediaries maintain the individual beneficial owner records and submit to the Fund only aggregate orders combining the transactions of many beneficial owners. The Fund itself generally cannot monitor trading by particular beneficial


28 Prudential Jennison Small Company Fund, Inc.


owners. The Fund has notified Intermediaries in writing that it expects the Intermediaries to impose restrictions on transfers by beneficial owners. Intermediaries may impose different or stricter restrictions on transfers by beneficial owners. Consistent with the restrictions described above, investments in the Fund through retirement programs administered by Prudential Retirement will be similarly identified for frequent purchases and redemptions and appropriately restricted.

The Transfer Agent also reviews the aggregate net flows in excess of $1 million. In those cases, the trade detail is reviewed to determine if any of the activity relates to potential offenders. In cases of omnibus orders, the Intermediary may be contacted by the Transfer Agent to obtain additional information. The Transfer Agent has the authority to cancel all or a portion of the trade if the information reveals that the activity relates to potential offenders. Where appropriate, the Transfer Agent may request that the Intermediary block a financial adviser or client from accessing the Fund. If necessary, the Fund may be removed from a particular Intermediary’s platform.

Shareholders seeking to engage in frequent trading activities may use a variety of strategies to avoid detection and, despite the efforts of the Fund to prevent such trading, there is no guarantee that the Fund, the Transfer Agent or Intermediaries will be able to identify these shareholders or curtail their trading practices. The Fund does not have any arrangements intended to permit trading of its shares in contravention of the policies described above.

Telephone Redemptions or Exchanges

You may redeem your shares of the Fund if the proceeds of the redemption do not exceed $100,000 or exchange your shares in any amount by calling the Fund at (800) 225-1852 and communicating your instructions in good order to a customer service representative before 4:00 p.m. New York time. You will receive a redemption or exchange amount based on that day’s NAV. Certain restrictions apply; please see the section entitled “How to Sell Your Shares—Restrictions on Sales” above for additional information. In the event that regular trading on the NYSE closes before 4:00 p.m. New York time, you will receive the following day’s NAV if your order to sell or exchange is received after the close of regular trading on the NYSE.

The Transfer Agent will record your telephone instructions and request specific account information before redeeming or exchanging shares. The Fund will not be liable for losses due to unauthorized or fraudulent telephone instructions if it follows instructions that it reasonably believes are made by the shareholder. If the Fund does not follow reasonable procedures, it may be liable.

In the event of drastic economic or market changes, you may have difficulty in redeeming or exchanging your shares by telephone. If this occurs, you should consider redeeming or exchanging your shares by mail or through your broker.

The telephone redemption and exchange procedures may be modified or terminated at any time. If this occurs, you will receive a written notice from the Fund.

Expedited Redemption Privilege

If you have selected the Expedited Redemption Privilege, you may have your redemption proceeds sent directly to your bank account. Expedited redemption requests may be made by telephone or letter, must be received by the Fund prior to 4:00 p.m. New York time to receive a redemption amount based on that day’s NAV and are subject to the terms and conditions regarding the redemption of shares. In the event that regular trading on the NYSE closes before 4:00 p.m. New York time, you will receive the following day’s NAV if your order to sell is received after the close of regular trading on the NYSE. For more information, see the SAI. The Expedited Redemption Privilege may be modified or terminated at any time without notice.




Visit our website at www.prudentialfunds.com 29

Visit our website at www.prudentialfunds.com

Prudential Jennison Small Company Fund, Inc.

FINANCIAL HIGHLIGHTS

Introduction

The financial highlights will help you evaluate the Fund’s financial performance for the fiscal years ended September 30, 2010, 2009, 2008, 2007 and 2006. The total return in each chart represents the rate that a shareholder would have earned (or lost) on an investment in the Fund, assuming investment at the start of the period and reinvestment of all dividends and other distributions. The information is for the periods indicated.

A copy of the Fund’s annual report, along with the Fund’s audited consolidated financial statements and report of independent registered public accounting firm, is available upon request, at no charge, as described on the back cover of this Prospectus.

The financial highlights were derived from the consolidated financial statements audited by KPMG LLP, independent registered public accounting firm, whose report on those consolidated financial statements was unqualified.

Class A Shares (fiscal years ended 9/30)          
  2010(a) 2009(a) 2008(a) 2007(a) 2006(a)
Per Share Operating Performance:          
Net Asset Value, Beginning Of Year $15.21 $17.87 $22.50 $19.73 $20.48
Income (loss) from investment operations:          
Net investment income (loss) .01 .05 .02 .07 (.04)
Net realized and unrealized gain (loss) on investment transactions 2.38 (1.66) (3.80) 3.79 2.01
Total from investment operations 2.39 (1.61) (3.78) 3.86 1.97
Less Dividends and Distributions:          
Dividends from net investment income (.01) (.07) (.04) – –
Distributions from net realized gains – (.98) (.81) (1.09) (2.72)
Total dividends and distributions (.01) (1.05) (.85) (1.09) (2.72)
Capital contributions –(d) – – – –
Net asset value, end of year $17.59 $15.21 $17.87 $22.50 $19.73
Total Return(b) : 15.75% (6.16)% (17.31)% 20.16% 10.46%
           
Ratios/Supplemental Data:          
Net assets, end of year (000) $852,006 $687,776 $756,432 $941,912 $604,534
Average net assets (000) $771,944 $543,722 $879,220 $797,330 $518,412
Ratios to average net assets(c) :          
Expenses, including distribution and service (12b-1) fees 1.19% 1.23% 1.18%(e) 1.12%(e) 1.17%(e)
Expenses, excluding distribution and service (12b-1) fees .89% .93% .90% .87% .92%
Net investment income (loss) .04% .39% .08% .32% (.20)%
For Class A, B, C, L, M, R, X and Z shares:          
Portfolio turnover rate 49% 55% 70% 51% 66%

(a) Calculated based upon average shares outstanding during the year.

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

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

(d) Less than $0.005 per share.

(e) The distributor of the fund had contractually agreed to limit its distribution and service (12b-1) fees to .25% on the average daily net assets of the Class A shares through January 31, 2008.




30 Prudential Jennison Small Company Fund, Inc.

Class B Shares (fiscal years ended 9/30)          
  2010(a) 2009(a) 2008(a) 2007(a) 2006(a)
Per Share Operating Performance:          
Net Asset Value, Beginning Of Year $11.49 $13.96 $17.92 $16.04 $17.25
Income (loss) from investment operations:          
Net investment loss (.08) (.03) (.10) (.08) (.15)
Net realized and unrealized gain (loss) on investment transactions 1.81 (1.46) (3.05) 3.05 1.66
Total from investment operations 1.73 (1.49) (3.15) 2.97 1.51
Less Distributions:          
Distributions from net realized gains – (.98) (.81) (1.09) (2.72)
Capital contributions –(d) – – – –
Net asset value, end of year $13.22 $11.49 $13.96 $17.92 $16.04
Total Return(b) : 15.06% (7.36)% (18.22)% 19.28% 9.65%
           
Ratios/Supplemental Data:          
Net assets, end of year (000) $24,523 $24,858 $39,525 $65,430 $58,254
Average net assets (000) $25,088 $23,894 $52,933 $65,520 $64,596
Ratios to average net assets(c) :          
Expenses, including distribution and service (12b-1) fees 1.89% 1.93% 1.90% 1.87% 1.92%
Expenses, excluding distribution and service (12b-1) fees .89% .93% .90% .87% .92%
Net investment loss (.66)% (.28)% (.65)% (.44)% (.97)%

(a) Calculated based upon average shares outstanding during the year.

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

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

(d) Less than $0.005 per share.




Visit our website at www.prudentialfunds.com 31

Class C Shares (fiscal years ended 9/30)          
  2010(a) 2009(a) 2008(a) 2007(a) 2006(a)
Per Share Operating Performance:          
Net Asset Value, Beginning Of Year $11.59 $14.01 $17.92 $16.03 $17.25
Income (loss) from investment operations:          
Net investment loss (.08) (.03) (.10) (.07) (.14)
Net realized and unrealized gain (loss) on investment transactions 1.81 (1.41) (3.00) 3.05 1.64
Total from investment operations 1.73 (1.44) (3.10) 2.98 1.50
Less Distributions:          
Distributions from net realized gains – (.98) (.81) (1.09) (2.72)
Capital contributions –(d) – – – –
Net asset value, end of year $13.32 $11.59 $14.01 $17.92 $16.03
Total Return(b) : 14.93% (6.91)% (17.92)% 19.28% 9.65%
           
Ratios/Supplemental Data:          
Net assets, end of year (000) $88,116 $72,707 $88,990 $131,201 $69,557
Average net assets (000) $80,999 $59,309 $110,816 $111,147 $42,326
Ratios to average net assets(c) :          
Expenses, including distribution fees and service (12b-1) fees 1.89% 1.93% 1.90% 1.87% 1.92%
Expenses, excluding distribution fees and service (12b-1) fees .89% .93% .90% .87% .92%
Net investment loss (.66)% (.30)% (.65)% (.40)% (.86)%

(a) Calculated based upon average shares outstanding during the year.

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

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

(d) Less than $0.005 per share.




32 Prudential Jennison Small Company Fund, Inc.

Class L Shares (fiscal years ended 9/30)        
  2010(b) 2009(b) 2008(b) March 2,
2007(a)
through
September 30,
2007(b)
Per Share Operating Performance:        
Net Asset Value, Beginning Of Period $15.06 $17.76 $22.37 $20.09
Income (loss) from investment operations:        
Net investment income (loss) (.03) .02 (.03) .05
Net realized and unrealized gain (loss) on investment transactions 2.35 (1.70) (3.77) 2.23
Total from investment operations 2.32 (1.68) (3.80) 2.28
Less Dividends and Distributions:        
Dividends from net investment income – (.04) – –
Distributions from net realized gains – (.98) (.81) –
Total dividends and distributions – (1.02) (.81) –
Capital contributions –(e) – – –
Net asset value, end of period $17.38 $15.06 $17.76 $22.37
Total Return(c) : 15.41% (6.63)% (17.48)% 11.35%
         
Ratios/Supplemental Data:        
Net assets, end of period (000) $5,166 $5,336 $7,234 $10,783
Average net assets (000) $5,264 $4,688 $9,085 $11,345
Ratios to average net assets(d) :        
Expenses, including distribution and service (12b-1) fees 1.39% 1.43% 1.40% 1.37%(f)
Expenses, excluding distribution and service (12b-1) fees .89% .93% .90% .87%(f)
Net investment income (loss) (.16)% .20% (.15)% .37%(f)

(a) Inception date of Class L shares.

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

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

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

(e) Less than $0.005 per share.

(f) Annualized.




Visit our website at www.prudentialfunds.com 33

Class M Shares (fiscal years ended 9/30)        
  2010(b) 2009(b) 2008(b) March 2,
2007(a)
through
September 30,
2007(b)
Per Share Operating Performance:        
Net Asset Value, Beginning Of Period $11.47 $13.94 $17.91 $16.14
Income (loss) from investment operations:        
Net investment loss (.08) (.02) (.11) (.01)
Net realized and unrealized gain (loss) on investment transactions 1.84 (1.47) (3.05) 1.78
Total from investment operations 1.76 (1.49) (3.16) 1.77
Less Distributions:        
Distributions from net realized gains – (.98) (.81) –
Capital contributions –(f) – – –
Net asset value, end of period $13.23 $11.47 $13.94 $17.91
Total Return(c) : 15.34% (7.40)% (18.28)% 10.97%
         
Ratios/Supplemental Data:        
Net assets, end of period (000) $1,701 $3,327 $6,882 $20,457
Average net assets (000) $2,462 $3,658 $11,781 $24,257
Ratios to average net assets(d) :        
Expenses, including distribution and service (12b-1) fees 1.89% 1.93% 1.90% 1.87%(e)
Expenses, excluding distribution and service (12b-1) fees .89% .93% .90% .87%(e)
Net investment income (loss) (.65)% (.24)% (.68)% (.12)%(e)

(a) Inception date of Class M shares.

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

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

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

(e) Annualized.

(f) Less than $0.005 per share.




34 Prudential Jennison Small Company Fund, Inc.

Class R Shares (fiscal years ended 9/30)          
  2010(a) 2009(a) 2008(a) 2007(a) 2006(a)
Per Share Operating Performance:          
Net Asset Value, Beginning Of Year $15.08 $17.75 $22.36 $19.67 $20.47
Income (loss) from investment operations:          
Net investment income (loss) (.03) .02 (.03) .02 (.07)
Net realized and unrealized gain (loss) on investment transactions 2.35 (1.67) (3.77) 3.76 1.99
Total from investment operations 2.32 (1.65) (3.80) 3.78 1.92
Less Dividends and Distributions:          
Dividends from net investment income – (.04) – – –
Distributions from net realized gains – (.98) (.81) (1.09) (2.72)
Total dividends and distributions – (1.02) (.81) (1.09) (2.72)
Capital contributions –(e) – – – –
Net asset value, end of year $17.40 $15.08 $17.75 $22.36 $19.67
Total Return(b) : 15.38% (6.48)% (17.48)% 19.80% 10.25%
           
Ratios/Supplemental Data:          
Net assets, end of year (000) $33,461 $20,069 $14,967 $12,701 $2,121
Average net assets (000) $26,819 $13,468 $15,274 $6,377 $677
Ratios to average net assets(d) :          
Expenses, including distribution and service (12b-1) fees(c) 1.39% 1.43% 1.40% 1.37% 1.42%
Expenses, excluding distribution and service (12b-1) fees .89% .93% .90% .87% .92%
Net investment income (loss) (.16)% .16% (.13)% .12% (.34)%

(a) Calculated based upon average shares outstanding during the year.

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

(c) The distributor of the Fund contractually agreed to limit its distribution and service (12b-1) fees to .50 of 1% of the average net assets of the Class R shares.

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

(e) Less than $0.005 per share.




Visit our website at www.prudentialfunds.com 35

Class X Shares (fiscal years ended 9/30)        
  2010(b) 2009(b) 2008(b) March 2,
2007(a)
through
September 30,
2007(b)
Per Share Operating Performance:        
Net Asset Value, Beginning Of Period $11.57 $14.02 $17.92 $16.14
Income (loss) from investment operations:        
Net investment loss (.08) (.03) (.07) (.01)
Net realized and unrealized gain (loss) on investment transactions 1.85 (1.44) (3.02) 1.79
Total from investment operations 1.77 (1.47) (3.09) 1.78
Less Distributions:        
Distributions from net realized gains – (.98) (.81) –
Capital contributions –(e) – – –
Net asset value, end of period $13.34 $11.57 $14.02 $17.92
Total Return(c) : 15.30% (7.18)% (17.87)% 11.03%
         
Ratios/Supplemental Data:        
Net assets, end of period (000) $1,314 $2,176 $3,540 $5,984
Average net assets (000) $1,629 $2,191 $4,796 $6,266
Ratios to average net assets(d) :        
Expenses, including distribution and service (12b-1) fees 1.89% 1.93% 1.68% 1.87%(f)
Expenses, excluding distribution and service (12b-1) fees .89% .93% .90% .87%(f)
Net investment loss (.65)% (.28)% (.44)% (.14)%(f)

(a) Inception date of Class X shares.

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

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

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

(e) Less than $0.005 per share.

(f) Annualized.




36 Prudential Jennison Small Company Fund, Inc.

Class Z Shares (fiscal years ended 9/30)          
  2010(a) 2009(a) 2008(a) 2007(a) 2006(a)
Per Share Operating Performance:          
Net Asset Value, Beginning Of Year $15.91 $18.62 $23.42 $20.49 $21.13
Income (loss) from investment operations:          
Net investment income (loss) .06 .09 .08 .14 .02
Net realized and unrealized gain (loss) on investment transactions 2.46 (1.72) (3.97) 3.88 2.06
Total from investment operations 2.52 (1.63) (3.89) 4.02 2.08
Less Dividends and Distributions:          
Dividends from net investment income (.05) (.10) (.10) – –
Distributions from net realized gains – (.98) (.81) (1.09) (2.72)
Total dividends and distributions (.05) (1.08) (.91) (1.09) (2.72)
Capital contributions –(d) – – – –
Net asset value, end of year $18.38 $15.91 $18.62 $23.42 $20.49
Total Return(b) : 15.92% (5.89)% (17.14)% 20.20% 10.80%
           
Ratios/Supplemental Data:          
Net assets, end of year (000) $926,711 $610,758 $575,095 $674,364 $189,508
Average net assets (000) $754,132 $452,879 $659,205 $460,435 $97,368
Ratios to average net assets(c) :          
Expenses, including distribution and service (12b-1) fees .89% .93% .90% .87% .92%
Expenses, excluding distribution and service (12b-1) fees .89% .93% .90% .87% .92%
Net investment income .34% .67% .36% .62% .09%

(a) Calculated based upon average shares outstanding during the year.

(b) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported, and includes reinvestment of dividends and distributions. Total returns may reflect adjustments to conform to generally accepted accounting principles.
(c) Does not include expenses of the underlying portfolios in which the Fund invests.

(d) Less than $0.005 per share.




Visit our website at www.prudentialfunds.com 37

Visit our website at www.prudentialfunds.com

Prudential Jennison Small Company Fund, Inc.

GLOSSARY

FUND INDEXES

Russell 2500 Index. The Russell 2500 Index measures the performance of the 2,500 smallest companies in the Russell 3000 Index, which represents approximately 20% of the total market capitalization of the Russell 3000 Index. These returns do not include the effect of any sales charges or operating expenses of a mutual fund or taxes. These returns would be lower if they included the effect of sales charges and operating expenses and taxes. The securities in the Russell 2500 Index may be very different from those in the Fund. Source: Lipper Inc.

S&P SmallCap 600 Index. The Standard & Poor’s SmallCap 600 Index is an unmanaged capital-weighted index of 600 smaller company U.S. common stocks that cover all industry sectors—gives a broad look at how U.S. small-cap stock prices have performed. These returns do not include the effect of any sales charges and operating expenses of a mutual fund or taxes. These returns would be lower if they included the effect of any sales charges and operating expenses and taxes. Source: Lipper Inc.

Lipper Average. The Lipper Average is based on the average return of all mutual funds in the Lipper Small-Cap Core Funds category. Returns do not include the effect of any sales charges or taxes. Returns would be lower if sales charges or taxes were reflected. Source: Lipper Inc.




38 Prudential Jennison Small Company Fund, Inc.

FOR MORE INFORMATION
Please read this Prospectus before you invest in the Fund and keep it for future reference.
For information or shareholder questions contact:

 MAIL
Prudential Mutual Fund Services LLC
PO Box 9658
Providence, RI 02940
 WEBSITE
www.prudentialfunds.com
 TELEPHONE
(800) 225-1852
(973) 367-3529
(from outside the U.S.)

 E-DELIVERY
To receive your mutual fund documents on-line, go to www.prudentialfunds.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.
You can also obtain copies of Fund documents from the Securities and Exchange Commission as follows (the SEC charges a fee to copy documents):

 MAIL
Securities and Exchange Commission
Public Reference Section
100 F Street, N.E.
Washington, DC 20549-1520
 ELECTRONIC REQUEST
publicinfo@sec.gov
 IN PERSON
Public Reference Room located at
100 F Street, N.E. in Washington, DC
For hours of operation, call (202) 551-8090
 VIA THE INTERNET
on the EDGAR Database at www.sec.gov
The Annual and Semi-Annual Reports and the SAI contain additional information about the Fund. Shareholders may obtain free copies of the SAI, Annual Report and Semi-Annual Report as well as other information about the Fund and may make other shareholder inquiries through the telephone number, address and website listed above.

 STATEMENT OF ADDITIONAL INFORMATION (SAI)
(incorporated by reference into this Prospectus)
  SEMI-ANNUAL REPORT
 ANNUAL REPORT
(contains a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during the last fiscal year)
Prudential Jennison Small Company Fund, Inc.
Share Class A B C L M
NASDAQ PGOAX CHNDX PSCCX N/A JSCMX
CUSIP 74441N101 74441N200 74441N309 74441N606 74441N705
Prudential Jennison Small Company Fund, Inc.
Share Class Q R X Z
NASDAQ PJSQX JSCRX N/A PSCZX
CUSIP 74441N887 74441N507 74441N804 74441N408

MF109STATThe Fund’s Investment Company Act File No. 811-03084