N-CSRS 1 dncsrs.htm PRUDENTIAL'S GIBRALTAR FUND, INC. Prudential's Gibraltar Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

 

Investment Company Act file number:

   811-01660

 

 

 

 

 

 

 

Prudential’s Gibraltar Fund, Inc.

Exact name of registrant as specified in charter:

 

Gateway Center 3,

100 Mulberry Street,

Newark, New Jersey 07102

Address of principal executive offices:

 

 

Deborah A. Docs

Gateway Center 3,

100 Mulberry Street,

Newark, New Jersey 07102

Name and address of agent for service:

 

Registrant’s telephone number, including area code: 973-367-7521

 

Date of fiscal year end: 12/31/2009

 

Date of reporting period: 6/30/2009


Item 1 – Reports to Stockholders


     
PRUDENTIAL’S FINANCIAL SECURITY PROGRAM   SEMIANNUAL REPORT   JUNE 30, 2009

Prudential’s Gibraltar Fund, Inc.

LOGO

0158089-00001-00


This report is authorized for distribution to prospective investors only when preceded or accompanied by a current prospectus and current performance results. Investors should carefully consider the contract and the Fund’s investment objective, risks, and charges and expenses before investing. The contract and the Fund prospectus contain information relating to investment objectives, risks, and charges and expenses, as well as other important information. Read them carefully before investing or sending money.

 


 

This report must be preceded or accompanied by the current prospectus for the Gibraltar Fund. The prospectus contains information on the investment objectives, risks, and charges and expenses and should be read carefully.

 

A description of the Fund’s proxy voting policies and procedures is available, without charge, upon request. Planholders should call 888-778-2888 to obtain descriptions of the Fund’s proxy voting policies and procedures. The description is also available on the website of the Securities and Exchange Commission (the “Commission”) at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the website of the Commission at www.sec.gov and on the Fund’s website.

 

The Fund files with the Commission a complete listing of portfolio holdings as of its first and third quarter-end on Form N-Q. Form N-Q is available on the Commission’s website at www.sec.gov or by visiting the Commission’s Public Reference Room. For more information on the Commission’s Public Reference Room, please visit the Commission’s website or call 1-800-SEC-0330. Planholders may obtain copies of Form N-Q filings by calling 888-778-2888.

 

The Fund’s Statement of Additional Information contains additional information about the Fund’s Directors and is available without charge upon request by calling 800-778-2255.


Prudential’s Gibraltar Fund, Inc.

Table of Contents

  Semiannual Report   June 30, 2009

 

n  

LETTER TO PLANHOLDERS

 

n  

PRESENTATION OF PORTFOLIO HOLDINGS

 

n  

FEES AND EXPENSES TABLE

 

n  

FINANCIAL REPORTS

  A1 Schedule of Investments and Financial Statements
  B1 Notes to Financial Statements
  C1 Financial Highlights

 

n  

APPROVAL OF ADVISORY AGREEMENTS

 

 

 

 

 

 

 


Prudential’s Gibraltar Fund, Inc.

Letter to Planholders

      June 30, 2009

 

n  

DEAR PLANHOLDER

 

Our primary focus at Prudential is to help investors achieve and maintain long-term financial success. Our Prudential’s Gibraltar Fund semiannual report outlines our efforts to reach this goal. We hope you find it informative and useful.

 

Prudential has been building on a heritage of success for more than 130 years, and the quality of our businesses and risk diversification has enabled us to manage effectively through volatile markets. We believe the array of our products provides a highly attractive value proposition to clients like you who are focused on financial security.

 

Your financial professional is your best resource to help you make the most informed investment decisions to meet your needs. Together, you can develop a diversified investment portfolio that aligns with your long-term goals and can help deliver a more secure financial future.

 

Thank you for selecting Prudential as one of your financial partners. We value your trust and appreciate the opportunity to help you achieve your financial goals.

 

Sincerely,

 

LOGO

Stephen Pelletier

President,

Prudential’s Gibraltar Fund, Inc.

July 31, 2009

LOGO

 

PRESIDENT

STEPHEN PELLETIER



Prudential’s Gibraltar Fund, Inc.
Presentation of Portfolio Holdings — unaudited
  June 30, 2009

 

Prudential’s Gibraltar Fund, Inc.
Five Largest Holdings     (% of Net Assets)
Google, Inc. (Class A Stock)   5.1%
QUALCOMM, Inc.   4.7%
Cisco Systems, Inc.   4.0%
Charles Schwab Corp. (The)   3.7%
Medco Health Solutions, Inc.   3.6%

 

For a complete listing of holdings, refer to the Schedule of Investments section of this report. Holdings reflect only long-term investments. Holdings/Issues/Industries/Sectors are subject to change.


Prudential’s Gibraltar Fund, Inc.

Fees and Expenses — unaudited

  June 30, 2009

 

As a Planholder investing in the Fund through a variable contract, you incur ongoing costs, including management fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other investment options. This example does not reflect fees and charges under your contract. If contract charges were included, the costs shown below would be higher. Please consult your contract for more information about contract fees and charges.

 

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2009 through June 30, 2009.

 

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use this information, together with the amount you invested, to estimate the Fund expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Six-Month Period” to estimate the Fund expenses you paid on your account during this period. As noted above, the table does not reflect variable contract fees and charges.

 

Hypothetical Example for Comparison Purposes

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

 

Please note that the expenses shown in the table are meant to highlight your ongoing Fund costs only and do not reflect any contract fees and charges, such as sales charges (loads), insurance charges or administrative charges. Therefore the second line of the table is useful to compare ongoing investment option costs only, and will not help you determine the relative total costs of owning different contracts. In addition, if these contract fees and charges were included, your costs would have been higher.

 

Prudential’s Gibraltar Fund, Inc.      Beginning
Account Value
January 1, 2009
     Ending
Account Value
June 30, 2009
     Annualized Expense
Ratio based on the
Six-Month period
     Expenses Paid
During the
Six-Month period
Prudential’s Gibraltar Fund, Inc.    Actual      $ 1,000.00      $ 1,128.10      0.62    $ 3.27
     Hypothetical      $ 1,000.00      $ 1,021.72      0.62    $ 3.11

 

   Portfolio expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 181 days in the six-month period ended June 30, 2009, and divided by the 365 days in the Portfolio’s fiscal year ending December 31, 2009 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Portfolio may invest.


     PRUDENTIAL’S GIBRALTAR FUND, INC.    
SCHEDULE OF INVESTMENTS    as of June 30, 2009 (Unaudited)

 

 

LONG-TERM INVESTMENTS — 96.9%
COMMON STOCKS   Shares

  Value
(Note 1)


Air Freight & Logistics — 1.6%

         

Expeditors International of Washington, Inc.

  62,800   $ 2,093,752
       

Beverages — 1.5%

         

PepsiCo, Inc.

  36,600     2,011,536
       

Biotechnology — 3.3%

         

Gilead Sciences, Inc.(a)

  77,700     3,639,468

Vertex Pharmaceuticals, Inc.(a)

  21,700     773,388
       

          4,412,856
       

Capital Markets — 7.7%

         

Charles Schwab Corp. (The)

  280,400     4,918,216

Goldman Sachs Group, Inc. (The)

  27,200     4,010,368

Lazard Ltd. (Class A Stock)

  52,920     1,424,606
       

            10,353,190
       

Chemicals — 1.7%

         

Monsanto Co.

  30,400     2,259,936
       

Communications Equipment — 11.3%

         

Cisco Systems, Inc.(a)

  285,500     5,321,720

QUALCOMM, Inc.

  140,500     6,350,600

Research In Motion Ltd.(a)

  49,800     3,538,290
       

          15,210,610
       

Computers & Peripherals — 6.5%

         

Apple, Inc.(a)

  32,800     4,671,704

Hewlett-Packard Co.

  76,800     2,968,320

International Business Machines Corp.

  9,900     1,033,758
       

          8,673,782
       

Diversified Financial Services — 1.0%

         

JP Morgan Chase & Co.

  39,400     1,343,934
       

Energy Equipment & Services — 1.1%

         

Schlumberger Ltd.

  28,000     1,515,080
       

Food & Staples Retailing — 5.0%

         

Costco Wholesale Corp.

  45,400     2,074,780

CVS Caremark Corp.

  60,900     1,940,883

Wal-Mart Stores, Inc.

  55,300     2,678,732
       

          6,694,395
       

Food Products — 1.1%

         

Cadbury PLC (United Kingdom), ADR

  44,100     1,517,040
       

Health Care Equipment & Supplies — 8.1%

     

Alcon, Inc.

  30,600     3,553,272

Baxter International, Inc.

  83,100     4,400,976

Covidien PLC

  77,600     2,905,344
       

          10,859,592
       

Health Care Providers & Services — 3.6%

         

Medco Health Solutions, Inc.(a)

  107,300     4,893,953
       

Hotels, Restaurants & Leisure — 1.0%

         

Starbucks Corp.(a)

  97,300     1,351,497
       

Household Products — 2.3%

         

Colgate-Palmolive Co.

  43,100     3,048,894
       

Industrial Conglomerates — 0.2%

         

Johnson Controls, Inc.

  14,700     319,284
       

Internet Software & Services — 5.1%

         

Google, Inc. (Class A Stock)(a)

  16,300     6,871,917
       

COMMON STOCKS
(continued)   Shares

  Value
(Note 1)


IT Services — 4.8%

         

Mastercard, Inc. (Class A Stock)

  15,800   $ 2,643,498

Visa, Inc. (Class A Stock)

  62,200     3,872,572
       

          6,516,070
       

Media — 2.3%

         

Walt Disney Co. (The)

  131,500     3,067,895
       

Multiline Retail — 1.0%

         

Kohl’s Corp.(a)

  31,200     1,333,800
       

Oil, Gas & Consumable Fuels — 6.9%

         

Occidental Petroleum Corp.

  39,500     2,599,495

Petroleo Brasileiro SA (Brazil), ADR

  42,900     1,758,042

Southwestern Energy Co.(a)

  61,700     2,397,045

Suncor Energy, Inc.

  32,500     986,050

XTO Energy, Inc.

  41,600     1,586,624
       

          9,327,256
       

Pharmaceuticals — 8.3%

         

Abbott Laboratories

  87,100     4,097,184

Roche Holding AG (Switzerland), ADR

  52,000     1,773,720

Shire PLC (United Kingdom), ADR

  29,100     1,207,068

Teva Pharmaceutical Industries Ltd. (Israel), ADR

  81,300     4,011,342
       

            11,089,314
       

Semiconductors & Semiconductor Equipment — 5.0%

Analog Devices, Inc.

  43,400     1,075,452

Applied Materials, Inc.

  160,400     1,759,588

Intel Corp.

  206,930     3,424,692

KLA-Tencor Corp.

  18,200     459,550
       

          6,719,282
       

Software — 4.4%

         

Adobe Systems, Inc.(a)

  90,200     2,552,660

Oracle Corp.

  92,400     1,979,208

SAP AG (Germany), ADR

  33,400     1,342,346
       

          5,874,214
       

Textiles, Apparel & Luxury Goods — 2.1%

     

NIKE, Inc. (Class B Stock)

  55,100     2,853,078
       

TOTAL LONG-TERM INVESTMENTS
(cost $111,094,396)

    130,212,157
       

SHORT-TERM INVESTMENT — 2.9%      

Affiliated Money Market Mutual Fund

     

Dryden Core Investment Fund —Taxable Money Market Series
(cost $3,918,351; Note 3)(b)

  3,918,351     3,918,351
       

TOTAL INVESTMENTS — 99.8%
(cost $115,012,747; Note 5)

    134,130,508

OTHER ASSETS IN EXCESS OF LIABILITIES — 0.2%

    225,296
       

NET ASSETS — 100.0%

  $ 134,355,804
       

 

The following abbreviation is used in portfolio descriptions:

 

ADR   American Depositary Receipt

 

(a) Non-income producing security.

 

(b) Prudential Investments LLC, the Manager of the Fund, also serves as Manager of the Dryden Core Investment Fund — Taxable Money Market Series.

 

SEE NOTES TO FINANCIAL STATEMENTS.

 

A1


     PRUDENTIAL’S GIBRALTAR FUND, INC. (continued)    
SCHEDULE OF INVESTMENTS    as of June 30, 2009 (Unaudited)

 

 

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

 

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

 

The following is a summary of the inputs used as of June 30, 2009 in valuing the Fund’s assets carried at fair value:

 

Investments in Securities


  

Level 1


  

Level 2


  

Level 3


Common Stocks

   $ 130,212,157    $    $

Affiliated Money Market Mutual Fund

     3,918,351          
    

  

  

       134,130,508          

Other Financial Instruments*

              
    

  

  

Total

   $ 134,130,508    $    $
    

  

  


* Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

 

As of December 31, 2008 and June 30, 2009, the Fund did not use any significant unobservable inputs (Level 3) in determining the value of investments.

 

The industry classification of portfolio holdings and other assets in excess of liabilities shown as a percentage of net assets as of June 30, 2009 were as follows:

 

Communications Equipment

   11.3

Pharmaceuticals

   8.3

Health Care Equipment & Supplies

   8.1

Capital Markets

   7.7

Oil, Gas & Consumable Fuels

   6.9

Computers & Peripherals

   6.5

Internet Software & Services

   5.1

Food & Staples Retailing

   5.0

Semiconductors & Semiconductor Equipment

   5.0

IT Services

   4.8

Software

   4.4

Health Care Providers & Services

   3.6

Biotechnology

   3.3

Affiliated Money Market Mutual Fund

   2.9

Household Products

   2.3

Media

   2.3

Textiles, Apparel & Luxury Goods

   2.1

Chemicals

   1.7

Air Freight & Logistics

   1.6

Beverages

   1.5

Energy Equipment & Services

   1.1

Food Products

   1.1

Diversified Financial Services

   1.0

Hotels, Restaurants & Leisure

   1.0

Multiline Retail

   1.0

Industrial Conglomerates

   0.2
    

     99.8

Other assets in excess of liabilities

   0.2
    

     100.0
    


 

SEE NOTES TO FINANCIAL STATEMENTS.

 

A2


     PRUDENTIAL’S GIBRALTAR FUND, INC. (continued)    

 

 

STATEMENT OF ASSETS AND LIABILITIES

(Unaudited)

June 30, 2009

 

ASSETS         

Unaffiliated investments (cost $111,094,396)

   $ 130,212,157   

Affiliated investments (cost $3,918,351)

     3,918,351   

Receivable for investments sold

     925,118   

Dividends receivable

     73,097   

Foreign tax reclaim receivable

     59,199   

Prepaid expenses

     425   
    


Total Assets

     135,188,347   
    


LIABILITIES         

Payable for investments purchased

     727,204   

Management fee payable

     62,894   

Accrued expenses and other liabilities

     42,445   
    


Total Liabilities

     832,543   
    


NET ASSETS    $ 134,355,804   
    


Net assets were comprised of:

        

Common stock, at $0.01 par value

   $ 175,333   

Paid-in capital, in excess of par

     176,279,055   
    


       176,454,388   

Undistributed net investment income

     510,063   

Accumulated net realized loss on investment transactions

     (61,726,408

Net unrealized appreciation on investments

     19,117,761   
    


Net assets, June 30, 2009

   $ 134,355,804   
    


Net asset value and redemption price per share, 17,533,253 outstanding shares of common stock (authorized 75,000,000 shares)

   $ 7.66   
    


 

STATEMENT OF OPERATIONS

(Unaudited)

Six Months Ended June 30, 2009

 

INVESTMENT INCOME         

Dividends (net of $31,883 foreign withholding tax)

   $ 842,984   

Affiliated dividend income

     29,851   
    


       872,835   
    


EXPENSES         

Management fee

     354,633   

Custodian’s fees

     22,000   

Audit fee

     9,000   

Directors’ fees

     5,000   

Insurance expenses

     2,000   

Legal fees and expenses

     2,000   

Miscellaneous

     4,288   
    


Total expenses

     398,921   
    


NET INVESTMENT INCOME      473,914   
    


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS         

Net realized loss on investments

     (7,333,055

Net change in unrealized appreciation (depreciation) on investments

     22,508,670   
    


NET GAIN ON INVESTMENTS      15,175,615   
    


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS    $ 15,649,529   
    



STATEMENT OF CHANGES IN NET ASSETS

(Unaudited)

 

     Six Months Ended
June 30, 2009


    Year Ended
December 31, 2008


 
INCREASE (DECREASE) IN NET ASSETS OPERATIONS:                 

Net investment income

   $ 473,914      $ 1,200,879   

Net realized loss on investments

     (7,333,055     (25,106,305

Net change in unrealized appreciation (depreciation) on investments

     22,508,670        (50,352,874
    


 


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

     15,649,529        (74,258,300
    


 


DIVIDENDS:                 

Dividends from net investment income

            (1,297,755
    


 


CAPITAL STOCK TRANSACTIONS:                 

Capital stock issued in reinvestment of dividends [0 and 148,224 shares, respectively]

            1,297,755   

Capital stock repurchased [1,610,284 and 2,175,542 shares, respectively]

     (11,262,235     (19,242,083
    


 


NET DECREASE IN NET ASSETS RESULTING FROM CAPITAL STOCK TRANSACTIONS

     (11,262,235     (17,944,328
    


 


TOTAL INCREASE (DECREASE) IN NET ASSETS      4,387,294        (93,500,383
NET ASSETS:                 

Beginning of period

     129,968,510        223,468,893   
    


 


End of period(a)

   $ 134,355,804      $ 129,968,510   
    


 


(a) Includes undistributed net investment income of:

   $ 510,063      $ 36,149   
    


 


 

SEE NOTES TO FINANCIAL STATEMENTS.

 

A3


NOTES TO THE FINANCIAL STATEMENTS OF

PRUDENTIAL’S GIBRALTAR FUND, INC.

(Unaudited)

 

Prudential’s Gibraltar Fund, Inc. (the “Fund”) was originally incorporated in the State of Delaware on March 14, 1968 and was reincorporated in the State of Maryland effective May 1, 1997. It is registered as an open-end, diversified management investment company under the Investment Company Act of 1940, as amended. The investment objective of the fund is growth of capital to the extent compatible with a concern for preservation of principal by investing in common stocks and other securities convertible into common stock. The Fund was organized by The Prudential Insurance Company of America (“PICA”) to serve as the investment medium for the variable contract accounts of The Prudential Financial Security Program (“FSP”). The Fund does not sell its shares to the public. The accounts will redeem shares of the Fund to the extent necessary to provide benefits under the contracts or for such other purposes as may be consistent with the contracts.

 

Note   1: Accounting Policies

 

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

 

Securities Valuation:    Securities listed on a securities exchange (other than options on securities and indices) are valued at the last sale price on such exchange on the day of valuation or, if there was no sale on such day, at the mean between the last reported bid and asked prices, or at the last bid price on such day in the absence of an asked price. Securities traded via NASDAQ are valued at the Nasdaq Official Closing Price (“NOCP”) on the day of valuation, or if there was no NOCP, at the last sale price. Securities traded in the over-the-counter market, including listed securities for which the primary market is believed by Prudential Investments LLC (“PI” or “Manager”), in consultation with the subadviser, to be over-the-counter, are valued at market value using prices provided by an independent pricing agent or principal market maker. Securities for which quotations are not readily available, or whose values have been affected by events occurring after the close of the security’s foreign market and before the Fund’s normal pricing time, are valued at fair value in accordance with the Board of Directors’ approved fair valuation procedures. When determining the fair valuation of securities some of the factors influencing the valuation include, the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the investment adviser regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other mutual funds to calculate the net asset values.

 

Short-term securities which mature in sixty days or less are valued at amortized cost, which approximates fair value. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between the principal amount due at maturity and cost. Short-term securities which mature in more than sixty days are valued at current market quotations.

 

Securities Transactions and Net Investment Income:    Securities transactions are recorded on the trade date. Realized and unrealized gains and losses from security and currency transactions are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis. Expenses are recorded on the accrual basis.

 

Dividends and Distributions:    The fund expects to pay dividends of net investment income semi-annually and distributions of net realized capital gains, if any, at least annually. Dividends and distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from generally accepted accounting principles, are recorded on the ex-dividend date. Permanent book/tax differences relating to income and gains are reclassified amongst undistributed net investment income, accumulated net realized gain or loss and paid-in-capital in excess of par, as appropriate.

 

Taxes:    It is the Fund’s policy to continue to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net income and capital gains, if any, to it’s shareholders. Therefore, no federal income tax provision is required.

 

B1


Withholding taxes on foreign dividends are recorded, net of receivable amounts, at the time the related income is earned.

 

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

 

Note   2: Agreements

 

The Fund has a management agreement with Prudential Investments LLC (“PI”). Pursuant to this agreement, PI has responsibility for all investment advisory services and supervises the subadvisor’s performance of such services. PI has entered into a subadvisory agreement with Jennison Associates LLC (“Jennison”). The subadvisory agreement provides that Jennison will furnish investment advisory services in connection with the management of the Fund. PI pays for the services of Jennison, compensation of officers of the Fund, costs related to shareholder reporting, occupancy and certain clerical and administrative expenses of the Fund. The Fund bears all other costs and expenses.

 

The management fee paid to PI is computed daily and payable monthly, at an annual rate of 0.55 of 1% of the Fund’s average daily net assets.

 

The Fund has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”) which acts as distributor of the shares of the Fund. No distribution or service fees are paid to PIMS as distributor of shares of the Fund.

 

PI, PICA, PIMS and Jennison are indirect, wholly-owned subsidiaries of Prudential Financial, Inc.

 

The Fund, along with other affiliated registered investment companies (the “Funds”), is a party to a Syndicated Credit Agreement (“SCA”) with two banks. The SCA provides for a commitment of $500 million. Interest on any borrowings under the SCA is incurred at contracted market rates and a commitment fee for the unused amount is accrued daily and paid quarterly. Effective October 24, 2008, the Funds renewed the SCA with the banks. The commitment under the renewed SCA continues to be $500 million. The Funds pay a commitment fee of .13 of 1% of the unused portion of the renewed SCA. The expiration date of the renewed SCA will be October 23, 2009. The purpose of the SCA is to provide an alternative source of temporary funding for capital share redemptions. The Fund did not borrow any amounts pursuant to the SCA during the six months ended June 30, 2009.

 

Note   3: Other Transactions with Affiliates

 

The Fund invests in the Taxable Money Market Series (the “Portfolio”), a portfolio of the Dryden Core Investment Fund. The Portfolio is a money market mutual fund registered under the Investment Company Act of 1940, as amended, and managed by PI.

 

Note   4: Portfolio Securities

 

Purchases and sales of investment securities, other than short-term investments, for the six months ended June 30, 2009 aggregated $42,732,242 and $49,369,449, respectively.

 

Note   5: Tax Information

 

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of June 30, 2009 were as follows:

 

Tax Basis


   Appreciation

   Depreciation

  Net Unrealized
Appreciation


$117,237,328

   $20,046,800    ($3,153,620)   $16,893,180

 

The difference between book basis and tax basis is attributable to deferred losses on wash sales.

 

 

B2


For federal income tax purposes, the Fund had a capital loss carryforward at December 31, 2008 of approximately $48,779,000 of which, $14,844,000 expires in 2010, $12,936,000 expires in 2011 and $20,999,000 expires in 2016. Accordingly, no capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such carryforward. It is uncertain whether the Fund will be able to realize the full benefit prior to the expiration date. The Fund elected to treat post-October capital losses of approximately $3,346,000 as having been incurred in the following fiscal year.

 

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years and has concluded that as of June 30, 2009, no provisions for income tax would be required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statuses of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

 

B3


Financial Highlights

(Unaudited)

 

 

     Prudential’s Gibraltar Fund, Inc.

 
     Six Months
Ended
June 30,
2009


    Year Ended December 31,

 
       2008

    2007

     2006

     2005

     2004

 

Per Share Operating Performance:

                                                   

Net Asset Value, beginning of period

   $ 6.79      $ 10.56      $ 9.53       $ 9.10       $ 8.17       $ 7.38   
    


 


 


  


  


  


Income From Investment Operations:

                                                   

Net investment income

     .03        .06        .09         .05         .03         .04   

Net realized and unrealized gains (losses) on investments

     .84        (3.76     1.02         .43         .93         .79   
    


 


 


  


  


  


Total from investment operations

     .87        (3.70     1.11         .48         .96         .83   
    


 


 


  


  


  


Less Dividends:

                                                   

Dividends from net investment income

            (.07     (.08      (.05      (.03      (.04
    


 


 


  


  


  


Net Asset Value, end of period

   $ 7.66      $ 6.79      $ 10.56       $ 9.53       $ 9.10       $ 8.17   
    


 


 


  


  


  


Total Return(a):

     12.81     (35.21 )%      11.72      5.32      11.74      11.27

Ratios/Supplemental Data:

                                                   

Net assets, end of period (000,000)

   $ 134.4      $ 130.0      $ 223.5       $ 222.3       $ 234.7       $ 236.4   

Ratios to average net assets(b):

                                                   

Expenses

     .62 %(c)      .60     .59      .60      .62      .61

Net investment income

     .73 %(c)      .65     .83      .53      .29      .51

Portfolio turnover rate

     35 %(d)      67     57      62      76      74

 

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to U.S. generally accepted accounting principles. Total returns for periods less than a full year are not annualized.

 

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

 

(c) Annualized.

 

(d) Not annualized.

 

SEE NOTES TO FINANCIAL STATEMENTS.

 

C1


Prudential’s Gibraltar Fund, Inc.

Approval of Advisory Agreements

The Fund’s Board of Directors

The Board of Directors (the “Board”) of Prudential’s Gibraltar, Inc. (the “Fund”) consists of eight individuals, six of whom are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Directors”). The Board is responsible for the oversight of the Fund and its operations, and performs the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Directors have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Director. The Board has established three standing committees: the Audit Committee, the Governance Committee, and the Compliance Committee. Each committee is chaired by, and composed of, Independent Directors.

Annual Approval of the Fund’s Advisory Agreements

As required under the 1940 Act, the Board determines annually whether to renew the Fund’s management agreement with Prudential Investments LLC (“PI”) and the Fund’s subadvisory agreement with Jennison Associates LLC (“Jennison”). In considering the renewal of the agreements, the Board, including all of the Independent Directors, met on June 24-26, 2009 and approved the renewal of the agreements through July 31, 2010, after concluding that renewal of the agreements was in the best interests of the Fund and its shareholders.

In advance of the meetings, the Board requested and received materials relating to the agreements, and had the opportunity to ask questions and request further information in connection with its consideration. Among other things, the Board considered comparisons with other mutual funds in relevant Peer Universes and Peer Groups. The mutual funds included in each Peer Universe or Peer Group was objectively determined by Lipper Inc., an independent provider of mutual fund data. To the extent that PI deems appropriate, and for reasons addressed in detail with the Board, PI may provide supplemental data compiled by Lipper for the Board’s consideration. The comparisons placed the Fund in various quartiles over the one-, three-, five- and ten-year periods ending December 31, 2008, with the first quartile being the best 25% of the mutual funds (for performance, the best performing mutual funds and, for expenses, the lowest cost mutual funds).

In approving the agreements, the Board, including the Independent Directors advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services provided by PI and the subadviser, the performance of the Fund, the profitability of PI and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders. In their deliberations, the Directors did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund. In connection with its deliberations, the Board considered information provided by PI throughout the year at regular Board meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on June 24-26, 2009.

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

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


Nature, quality and extent of services

The Board received and considered information regarding the nature, quality and extent of services provided to the Fund by PI and Jennison. The Board considered the services provided by PI, including but not limited to the oversight of the subadviser for the Fund, as well as the provision of fund accounting, recordkeeping, compliance, and other services to the Fund. The Board also considered that PI pays the salaries of all of the officers and non-independent Directors of the Fund. With respect to PI’s oversight of the subadviser, the Board noted that PI’s Strategic Investment Research Group (“SIRG”), which is a business unit of PI, is responsible for screening and recommending new subadvisers when appropriate, as well as monitoring and reporting to the Board on the performance and operations of the subadvisers. The Board also considered the investment subadvisory services provided by Jennison, as well as adherence to the Fund’s investment restrictions and compliance with applicable Fund policies and procedures. The Board considered PI’s evaluation of the subadviser, as well as PI’s recommendation, based on its review of the subadviser, to renew the subadvisory agreement.

The Board reviewed the qualifications, backgrounds and responsibilities of PI’s senior management responsible for the oversight of the Fund and Jennison, and also reviewed the qualifications, backgrounds and responsibilities of Jennison’s portfolio managers who are responsible for the day-to-day management of the Fund’s portfolio. The Board was provided with information pertaining to PI’s and Jennison’s organizational structure, senior management, investment operations, and other relevant information pertaining to both PI and Jennison. The Board also noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer (“CCO”) as to both PI and Jennison. The Board noted that Jennison is affiliated with PI.

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

Performance of the Fund

The Board received and considered information about the Fund’s historical performance. The Board considered that the Fund’s gross performance in relation to its Peer Universe (the Lipper VIP Large-Cap Core Funds Performance Universe)1 was in the first quartile over the one-, five- and ten-year periods, and in the second quartile over the three year-period. The Board concluded that, in light of the Fund’s competitive performance, it would be in the interest of the Fund and its shareholders to renew the agreements.

Fees and Expenses

The Board considered that the Fund’s actual management fee (which reflects any subsidies, expense caps or waivers) and total expenses both ranked in the Expense Group’s first quartile.

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

 

1

The Fund was compared to the Lipper VIP (Variable Insurance Products) Large-Cap Core Funds Performance Universe, although Lipper classifies the Fund in the VIP Multi-Cap Core Funds Performance Universe. The Lipper VIP Large-Cap Core Funds Performance Universe was utilized because PI believes that the funds included in this Universe provide a more appropriate basis for Fund performance comparisons.


Costs of Services and Profits Realized by PI

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

Economies of Scale

The Board noted that the advisory fee schedule for the Fund does not contain breakpoints that reduce the fee rate on assets above specified levels. The Board received and discussed information concerning whether PI realizes economies of scale as the Fund’s assets grow beyond current levels. However, because of the nature of PI’s business, the Board could not reach definitive conclusions as to whether PI might realize economies of scale or how great they may be. In light of the Fund’s current size and expense structure, the Board concluded that the absence of breakpoints in the Fund’s fee schedule is acceptable at this time.

Other Benefits to PI and Jennison

The Board considered potential ancillary benefits that might be received by PI and Jennison and their affiliates as a result of their relationship with the Fund. The Board concluded that potential benefits to be derived by PI included brokerage commissions received by affiliates of PI, compensation received by insurance company affiliates of PI from Jennison, as well as benefits to the reputation or other intangible benefits resulting from PI’s association with the Fund. The Board concluded that the potential benefits to be derived by Jennison included the ability to use soft dollar credits, brokerage commissions received by affiliates of Jennison, as well as the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to the reputation. The Board concluded that the benefits derived by PI and Jennison were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.

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


 

 

 

 

 

Variable contracts contain exclusions, limitations, reductions of benefits, and terms for keeping them in force. For costs and complete details, refer to your contract or contact your licensed financial professional. Contract guarantees are based on the claims-paying ability of the issuing company.

 

Prudential’s Financial Security Program is issued by The Prudential Insurance Company of America, 751 Broad Street, Newark, NJ 07102-3777. Prudential’s Gibraltar Fund, Inc. is distributed by Prudential Investment Management Services LLC (PIMS), Three Gateway Center, 14th Floor, Newark, NJ 07102-4077, member SIPC. Both are Prudential Financial companies. Each is solely responsible for its own financial condition and contractual obligations.


LOGO

 

The Prudential Insurance Company of America

751 Broad Street

Newark, NJ 07102-3777

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U.S. Postage

PAID

Prudential

 

 

The 2008 Audited Financial Statements of The Prudential Insurance Company of America are available. You may call 888-778-2888 to obtain a free copy of the Audited Financial Statements.

 

For service-related questions, please contact the Annuity Service Center at 888-778-2888.

 

To reduce costs, we now generally send only a single copy or prospectuses and shareholder reports to each household (“householding”) in lieu of sending a copy to each Contract Owner who resides in the household. You should be aware that by calling 877-778-5008, you can revoke or “opt out” of householding at any time.

 

Pru, Prudential, Prudential Financial, Rock Solid, “The Rock,” the Rock Logo and the Rock Prudential Logo are registered service marks of The Prudential Insurance Company of America, Newark, NJ, and its affiliates.

 

0158089-00001-00    FSP SAR    

LOGO


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

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

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

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

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

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

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

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

Item 10 – Submission of Matters to a Vote of Security Holders – Not applicable.

Item 11 – Controls and Procedures

 

  (a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

 

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

Item 12 – Exhibits

 

(a)    (1)    Code of Ethics – Not required, as this is not an annual filing.
   (2)    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.CERT.
   (3)    Any written solicitation to purchase securities under Rule 23c-1. – Not applicable.
(b)    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.906CERT.


SIGNATURES

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

 

(Registrant) Prudential’s Gibraltar Fund, Inc.

  

By  (Signature and Title)*

 

/s/ Deborah A. Docs

  
  Deborah A. Docs   
  Secretary of the Fund   

Date    August 12, 2009

    

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

 

By  (Signature and Title)*  

/s/ Stephen Pelletier

  
  Stephen Pelletier   
  President and Principal Executive Officer   
Date    August 12, 2009     

 

By  (Signature and Title)*  

/s/ Grace C. Torres

  
  Grace C. Torres   
  Treasurer and Principal Financial Officer   
Date    August 12, 2009     

 

*

Print the name and title of each signing officer under his or her signature.