N-CSRS 1 d268950dncsrs.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
Exact name of registrant as specified in charter:    Prudential’s Gibraltar Fund, Inc.
Address of principal executive offices:    655 Broad Street, 6th Floor
     Newark, New Jersey 07102
Name and address of agent for service:    Andrew R. French
     655 Broad Street, 6th Floor
     Newark, New Jersey 07102
Registrant’s telephone number, including area code:    800-225-1852
Date of fiscal year end:    12/31/2023
Date of reporting period:    06/30/2023


Item 1 – Reports to Stockholders

 


LOGO

Prudential’s Gibraltar Fund, Inc.

 

 

 

SEMIANNUAL REPORT    June 30, 2023          
LOGO   

 

This report provides financial information about Prudential’s Gibraltar Fund, Inc. (the Fund), an investment option under your variable contract.

 

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

 

The accompanying financial statements as of June 30, 2023, were not audited; and accordingly, no auditor’s opinion is expressed on them.

                                                                

 

LOGO


Prudential’s Gibraltar Fund, Inc.   Semiannual Report                   June 30, 2023                
Table of Contents        

 

  LETTER TO PLANHOLDERS

       

  PRESENTATION OF PORTFOLIO HOLDINGS

       

  FEES AND EXPENSES

       

  FINANCIAL REPORTS

       
    Section A        Schedule of Investments, Financial Statements, and Financial Highlights        
    Section B    Notes to Financial Statements        

  APPROVAL OF ADVISORY AGREEMENTS

       

            

 


Prudential’s Gibraltar Fund, Inc.   Semiannual Report                   June 30, 2023                
Letter to Planholders        

 

 

DEAR PLANHOLDER:

At Prudential, our primary objective is to help investors achieve and maintain long-term financial success. Despite today’s uncertainties, we remain strong and ready to serve and support you. This Prudential’s Gibraltar Fund semiannual report outlines our efforts to achieve this goal. We hope you find it informative and useful.

Prudential has been building on a heritage of success for more than 145 years. You can count on our history of financial stability. We are diversified for endurance. Our balanced mix of risks and businesses positions us well to manage through any economic environment. We’ve applied the lessons from decades of challenges to be stronger because we are committed to keeping our promises to you.

Your financial professional is the best resource to help you make the most informed investment decisions. Together, you can build a diversified investment portfolio that aligns with your long-term financial goals. Please keep in mind that diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.

Thank you for selecting Prudential as one of your financial partners. A strong sense of social responsibility for our clients, our employees, and our communities has been embedded in the company since our founding. It guides our efforts to help our customers achieve peace of mind through financial wellness.

We value your trust and appreciate the opportunity to help you achieve financial security.

Sincerely,

 

LOGO   
Timothy S. Cronin   
President,   
Prudential’s Gibraltar Fund, Inc.    July 31, 2023


Prudential’s Gibraltar Fund, Inc.   June 30, 2023                    
Presentation of Portfolio Holdings — unaudited    

 

 Prudential’s Gibraltar Fund, Inc. (As of 06/30/2023)  

 Ten Largest Holdings

     Line of Business      % of Net Assets  

 Microsoft Corp.

     Software      8.0%  

 Apple, Inc.

     Technology Hardware, Storage & Peripherals      6.8%  

 Amazon.com, Inc.

     Broadline Retail      6.4%  

 Alphabet, Inc. (Class C Stock)

     Interactive Media & Services      6.2%  

 Adobe, Inc.

     Software      5.5%  

 Eli Lilly & Co.

     Pharmaceuticals      5.3%  

 Tesla, Inc.

     Automobiles      4.9%  

 Costco Wholesale Corp.

     Consumer Staples Distribution & Retail      4.9%  

 Advanced Micro Devices, Inc.            

     Semiconductors & Semiconductor Equipment      4.5%  

 Visa, Inc. (Class A Stock)

     Financial Services      4.4%  

 

 

 

 

 

 

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


Prudential’s Gibraltar Fund, Inc.   June 30, 2023                    
Fees and Expenses — unaudited    

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, 2023 through June 30, 2023.

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, 2023    

  

Ending

    Account Value    

June 30, 2023

  

    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    $1,298.10    0.64%   $3.65
       Hypothetical    $1,000.00    $1,021.62    0.64%   $3.21

* Fund expenses (net of fee waivers or subsidies, if any) are equal to the annualized expense ratio (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, 2023, and divided by the 365 days in the Fund’s fiscal year ending December 31, 2023 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.


 
     PRUDENTIAL’S GIBRALTAR FUND, INC.       

 

SCHEDULE OF INVESTMENTS    as of June 30, 2023 (unaudited)

 

             Shares                      Value          

LONG-TERM INVESTMENTS — 99.8%

 

  

COMMON STOCKS

     

Automobiles — 4.9%

     

Tesla, Inc.*

     28,380      $ 7,429,033  
     

 

 

 

Biotechnology — 1.0%

     

Vertex Pharmaceuticals, Inc.*

     4,336        1,525,882  
     

 

 

 

Broadline Retail — 7.0%

     

Amazon.com, Inc.*

     73,597        9,594,105  

MercadoLibre, Inc. (Brazil)*

     780        923,988  
     

 

 

 
        10,518,093  
     

 

 

 

Capital Markets — 3.2%

     

Goldman Sachs Group, Inc. (The)

     2,084        672,173  

Moody’s Corp.

     2,120        737,166  

S&P Global, Inc.

     8,632        3,460,483  
     

 

 

 
        4,869,822  
     

 

 

 

Consumer Staples Distribution & Retail — 4.9%

 

  

Costco Wholesale Corp.

     13,691        7,370,961  
     

 

 

 

Energy Equipment & Services — 1.3%

 

Schlumberger NV

     39,558        1,943,089  
     

 

 

 

Financial Services — 8.8%

     

Mastercard, Inc. (Class A Stock)

     16,668        6,555,525  

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

     27,838        6,610,968  
     

 

 

 
        13,166,493  
     

 

 

 

Ground Transportation — 3.1%

 

  

Uber Technologies, Inc.*

     106,179        4,583,747  
     

 

 

 

Health Care Equipment & Supplies — 3.1%

 

  

Intuitive Surgical, Inc.*

     13,765        4,706,804  
     

 

 

 

Hotels, Restaurants & Leisure — 2.2%

 

  

Airbnb, Inc. (Class A Stock)*

     25,503        3,268,464  
     

 

 

 

Interactive Media & Services — 9.9%

 

Alphabet, Inc. (Class A Stock)*

     25,356        3,035,113  

Alphabet, Inc. (Class C Stock)*

     77,214        9,340,577  

Meta Platforms, Inc.
(Class A Stock)*

     8,520        2,445,070  
     

 

 

 
        14,820,760  
     

 

 

 

IT Services — 1.5%

     

MongoDB, Inc.*

     1,539        632,514  

Snowflake, Inc. (Class A Stock)*

     8,936        1,572,557  
     

 

 

 
        2,205,071  
     

 

 

 

Pharmaceuticals — 9.1%

     

Eli Lilly & Co.

     16,879        7,915,913  

Novo Nordisk A/S
(Denmark), ADR

     35,668        5,772,153  
     

 

 

 
        13,688,066  
     

 

 

 

Semiconductors & Semiconductor Equipment — 4.5%

 

Advanced Micro Devices, Inc.*

     59,200        6,743,472  
     

 

 

 

Software — 16.1%

     

Adobe, Inc.*

     16,975        8,300,605  

Microsoft Corp.

     35,246        12,002,673  

Salesforce, Inc.*

     18,431        3,893,733  
     

 

 

 
        24,197,011  
     

 

 

 
             Shares                      Value          

COMMON STOCKS (continued)

 

Specialty Retail — 3.9%

     

Home Depot, Inc. (The)

     9,702      $ 3,013,829  

TJX Cos., Inc. (The)

     22,403        1,899,551  

Ulta Beauty, Inc.*

     2,114        994,838  
     

 

 

 
        5,908,218  
     

 

 

 

Technology Hardware, Storage & Peripherals — 6.8%

 

Apple, Inc.

     52,635        10,209,611  
     

 

 

 

Textiles, Apparel & Luxury Goods — 7.7%

 

  

Lululemon Athletica, Inc.*

     10,348        3,916,718  

LVMH Moet Hennessy Louis Vuitton SE (France), ADR(a)

     7,539        1,423,665  

NIKE, Inc. (Class B Stock)

     56,318        6,215,817  
     

 

 

 
        11,556,200  
     

 

 

 

Wireless Telecommunication Services — 0.8%

 

  

T-Mobile US, Inc.*

     8,589        1,193,012  
     

 

 

 

TOTAL LONG-TERM INVESTMENTS
(cost $48,488,124)

 

     149,903,809  
     

 

 

 

SHORT-TERM INVESTMENTS — 5.4%

 

  

AFFILIATED MUTUAL FUNDS

 

  

PGIM Core Ultra Short Bond Fund(wa)

     985,149        985,149  

PGIM Institutional Money Market Fund (cost $7,115,717; includes $7,076,812 of cash collateral for securities on loan)(b)(wa)

     7,129,797        7,124,806  
     

 

 

 

TOTAL SHORT-TERM INVESTMENTS
(cost $8,100,866)

 

     8,109,955  
     

 

 

 

TOTAL INVESTMENTS—105.2%
(cost $56,588,990)

 

     158,013,764  

Liabilities in excess of other assets — (5.2)%

 

     (7,788,739
     

 

 

 

NET ASSETS — 100.0%

      $ 150,225,025  
     

 

 

 

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

ADR — American Depositary Receipt

SOFR — Secured Overnight Financing Rate

 

*

Non-income producing security.

(a)

All or a portion of security is on loan. The aggregate market value of such securities, including those sold and pending settlement, is $7,035,704; cash collateral of $7,076,812 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments. In the event of significant appreciation in value of securities on loan on the last business day of the reporting period, the Fund may reflect a collateral value that is less than the market value of the loaned securities and such shortfall is remedied the following business day.

(b)

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

(wa)

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

 

 

SEE NOTES TO FINANCIAL STATEMENTS.

A1


 
     PRUDENTIAL’S GIBRALTAR FUND, INC.  (CONTINUED)     

 

SCHEDULE OF INVESTMENTS    as of June 30, 2023 (unaudited)

 

Fair Value Measurements:

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

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

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

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

The following is a summary of the inputs used as of June 30, 2023 in valuing such portfolio securities:

 

          Level 1    

Level 2

   

Level 3

 

Investments in Securities

               

Assets

               

Long-Term Investments

               

Common Stocks

               

Automobiles

    $ 7,429,033       $         $    

Biotechnology

      1,525,882                      

Broadline Retail

      10,518,093                      

Capital Markets

      4,869,822                      

Consumer Staples Distribution & Retail

      7,370,961                      

Energy Equipment & Services

      1,943,089                      

Financial Services

      13,166,493                      

Ground Transportation

      4,583,747                      

Health Care Equipment & Supplies

      4,706,804                      

Hotels, Restaurants & Leisure

      3,268,464                      

Interactive Media & Services

      14,820,760                      

IT Services

      2,205,071                      

Pharmaceuticals

      13,688,066                      

Semiconductors & Semiconductor Equipment

      6,743,472                      

Software

      24,197,011                      

Specialty Retail

                 5,908,218                      

Technology Hardware, Storage & Peripherals

      10,209,611                      

Textiles, Apparel & Luxury Goods

      11,556,200                      

Wireless Telecommunication Services

      1,193,012                      

Short-Term Investments

               

Affiliated Mutual Funds

      8,109,955                      
   

 

 

     

 

 

       

 

 

   

Total

    $ 158,013,764       $         $    
   

 

 

   

 

 

   

 

 

 

Industry Classification:

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of June 30, 2023 were as follows:

Software

     16.1

Interactive Media & Services

     9.9  

Pharmaceuticals

     9.1  

Financial Services

     8.8  

Textiles, Apparel & Luxury Goods

     7.7  

Broadline Retail

     7.0  

Technology Hardware, Storage & Peripherals

     6.8  

Affiliated Mutual Funds (4.7% represents investments purchased with collateral from securities on loan)

     5.4  

Automobiles

     4.9  

Consumer Staples Distribution & Retail

     4.9  

Semiconductors & Semiconductor Equipment

     4.5  

Specialty Retail

     3.9  

Capital Markets

     3.2

Health Care Equipment & Supplies

     3.1  

Ground Transportation

     3.1  

Hotels, Restaurants & Leisure

     2.2  

IT Services

     1.5  

Energy Equipment & Services

     1.3  

Biotechnology

     1.0  

Wireless Telecommunication Services

     0.8  
  

 

 

 
     105.2  

Liabilities in excess of other assets

     (5.2
  

 

 

 
     100.0
  

 

 

 
 

 

SEE NOTES TO FINANCIAL STATEMENTS.

A2


 
     PRUDENTIAL’S GIBRALTAR FUND, INC.  (CONTINUED)     

 

SCHEDULE OF INVESTMENTS    as of June 30, 2023 (unaudited)

 

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

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

Offsetting of financial instrument/transaction assets and liabilities:

 

Description   

Gross Market

Value of

Recognized

Assets/(Liabilities)

  

                    Collateral

                     Pledged/(Received)(1)

  Net
Amount

Securities on Loan

   $7,035,704                        $(7,035,704)   $—

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

 

SEE NOTES TO FINANCIAL STATEMENTS.

A3


 
     PRUDENTIAL’S GIBRALTAR FUND, INC.  (CONTINUED)     

 

STATEMENT OF ASSETS AND LIABILITIES (unaudited)    STATEMENT OF OPERATIONS (unaudited)
as of June 30, 2023    Six Months Ended June 30, 2023

 

ASSETS

  

Investments at value, including securities on loan of $7,035,704:

  

Unaffiliated investments (cost $48,488,124)

   $ 149,903,809  

Affiliated investments (cost $8,100,866)

     8,109,955  

Dividends receivable

     27,653  

Tax reclaim receivable

     20,851  

Prepaid expenses

     309  
  

 

 

 

Total Assets

     158,062,577  
  

 

 

 

LIABILITIES

  

Payable to broker for collateral for securities on loan

     7,076,812  

Payable for investments purchased

     626,260  

Accrued expenses and other liabilities

     68,385  

Management fee payable

     66,095  
  

 

 

 

Total Liabilities

     7,837,552  
  

 

 

 

NET ASSETS

   $ 150,225,025  
  

 

 

 

Net assets were comprised of:

  

Shares of beneficial interest, at par

   $ 80,589  

Paid-in capital in excess of par

     49,136,154  

Total distributable earnings (loss)

     101,008,282  
  

 

 

 

Net assets, June 30, 2023.

   $ 150,225,025  
  

 

 

 

Net asset value and redemption price per share, $150,225,025 / 8,058,911 outstanding shares of common stock

   $ 18.64  
  

 

 

 

NET INVESTMENT INCOME (LOSS)

  

INCOME

  

Unaffiliated dividend income (net of $8,406 foreign withholding tax)

   $ 395,384  

Affiliated dividend income

     87,584  

Affiliated income from securities lending, net

     8,114  
  

 

 

 

Total income

     491,082  
  

 

 

 

EXPENSES

  

Management fee

     376,842  

Custodian and accounting fees

     19,243  

Audit fee

     13,488  

Professional fees

     13,355  

Directors’ fees

     5,230  

Miscellaneous

     9,916  
  

 

 

 

Total expenses

     438,074  
  

 

 

 

NET INVESTMENT INCOME (LOSS)

     53,008  
  

 

 

 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS   

Net realized gain (loss) on investment transactions (including affiliated of $821)

     (463,161

Net change in unrealized appreciation (depreciation) on investments (including affiliated of $(2,218))

     36,336,605  
  

 

 

 
NET GAIN (LOSS) ON INVESTMENT TRANSACTIONS      35,873,444  
  

 

 

 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS    $ 35,926,452  
  

 

 

 
 

 

STATEMENTS OF CHANGES IN NET ASSETS (unaudited)

 

   

Six Months Ended

    June 30, 2023    

   

Year Ended

December 31, 2022

 

INCREASE (DECREASE) IN NET ASSETS

           

OPERATIONS

           

Net investment income (loss)

    $ 53,008         $ (112,454  

Net realized gain (loss) on investment transactions

      (463,161         8,345,543    

Net change in unrealized appreciation (depreciation) on investments

      36,336,605           (87,182,902  
   

 

 

       

 

 

   

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

            35,926,452                       (78,949,813        
   

 

 

       

 

 

   

DIVIDENDS AND DISTRIBUTIONS

           

Distributions from distributable earnings

                (11,897,456  
   

 

 

       

 

 

   

Tax return of capital distributions

                (75,678  
   

 

 

       

 

 

   

CAPITAL STOCK TRANSACTIONS

           

Capital stock issued in reinvestment of dividends [0 and 759,132 shares, respectively]

                11,973,134    

Capital stock purchased [689,717 and 1,413,001 shares, respectively]

      (11,333,046         (25,184,039  
   

 

 

       

 

 

   

NET INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS

      (11,333,046         (13,210,905  
   

 

 

       

 

 

   

TOTAL INCREASE (DECREASE)

      24,593,406           (104,133,852  

NET ASSETS:

           

Beginning of period

      125,631,619           229,765,471    
   

 

 

       

 

 

   

End of period

    $ 150,225,025         $ 125,631,619    
   

 

 

       

 

 

   

 

SEE NOTES TO FINANCIAL STATEMENTS.

A4


 
     PRUDENTIAL’S GIBRALTAR FUND, INC.  (CONTINUED)     

 

   

Six Months Ended

    June 30, 2023    

    Year Ended December 31,  
    2022     2021     2020     2019     2018  

Per Share Operating Performance(a):

               

Net Asset Value, beginning of period

    $ 14.36       $ 24.44     $ 25.61     $ 19.90     $ 16.30     $ 17.18  
   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (Loss) From Investment Operations:

               

Net investment income (loss)

      0.01         (0.01     (0.07     0.02       0.05       0.05  

Net realized and unrealized gain (loss) on investment transactions

                   4.27         (8.64     3.91       8.30       5.26       0.83  
   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

      4.28         (8.65     3.84       8.32       5.31       0.88  
   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Dividends and Distributions:

               

Dividends from net investment income

                          (0.03     (0.04     (0.04

Tax return of capital distributions

              (0.01                        

Distributions from net realized gains on investments

              (1.42     (5.01     (2.58     (1.67     (1.72
   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

              (1.43     (5.01     (2.61     (1.71     (1.76
   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value, end of period

    $ 18.64       $ 14.36     $ 24.44     $ 25.61     $ 19.90     $ 16.30  
   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Return(b)

      29.81       (35.82 )%      15.26     42.73     33.13     4.61

Ratios/Supplemental Data:

               

Net assets, end of period (in millions)

    $ 150       $ 126     $ 230     $ 226     $ 178     $ 151  

Average net assets (in millions)

    $ 138       $ 161     $ 232     $ 195     $ 167     $ 171  

Ratios to average net assets(c):

               

Expenses after waivers and/or expense reimbursement

      0.64 %(d)        0.62     0.61     0.62     0.62     0.61

Expenses before waivers and/or expense reimbursement

      0.64 %(d)        0.62     0.61     0.62     0.62     0.61

Net investment income (loss)

      0.08 %(d)        (0.07 )%      (0.27 )%      0.09     0.25     0.25

Portfolio turnover rate(e)

      7       15     18     22     16     12

 

(a)

Calculated based on average shares outstanding during the period.

(b)

Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any, and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized.

(c)

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

(d)

Annualized.

(e)

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

 

SEE NOTES TO FINANCIAL STATEMENTS.

A5


NOTES TO FINANCIAL STATEMENTS

(unaudited)

1. Organization

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, management investment company under the Investment Company Act of 1940, as amended (“1940 Act”) and is a diversified fund for purposes of the 1940 Act. 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 investment objective of the Fund is growth of capital to the extent compatible with a concern for preservation of principal. Current income, if any, is incidental.

2. Accounting Policies

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

Securities Valuation: The Fund holds securities and other assets and liabilities that are fair valued as of the close of each day (generally, 4:00 PM Eastern time) the New York Stock Exchange (“NYSE”) is open for trading. As described in further detail below, the Fund’s investments are valued daily based on a number of factors, including the type of investment and whether market quotations are readily available. The Fund’s Board of Directors (the “Board”) has approved the Fund’s valuation policies and procedures for security valuation and designated PGIM Investments LLC (“PGIM Investments” or the “Manager”) as the “Valuation Designee,” as defined by Rule 2a-5(b) under the 1940 Act, to perform the fair value determination relating to all Fund investments. Pursuant to the Board’s oversight, the Valuation Designee has established a Valuation Committee to perform the duties and responsibilities as Valuation Designee under Rule 2a-5. The valuation procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers, and alternative valuation methods when market quotations are either not readily available or not deemed representative of fair value. Fair value is the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.

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

Various inputs determine how the Fund’s investments are valued, all of which are categorized according to the three broad levels (Level 1, 2, or 3) detailed in the Schedule of Investments and referred to herein as the “fair value hierarchy” in accordance with FASB ASC Topic 820 — Fair Value Measurement.

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

Investments in open-end funds (other than ETFs) are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset values on the date of valuation.

Securities and other assets that cannot be priced according to the methods described above are valued based on policies and procedures approved by the Board. In the event that unobservable inputs are used when determining such valuations, the securities will be classified as Level 3 in the fair value hierarchy. Altering one or more unobservable inputs may result in a significant change to a Level 3 security’s fair value measurement.

 

B1


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

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

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

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

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains (losses) from investment and currency transactions are calculated on the specific identification method. Dividend income is recorded on the ex-date, or for certain foreign securities, when the Fund becomes aware of such dividends. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual expense amounts.

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

Dividends and Distributions: Dividends and distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from GAAP, are recorded on the ex-date. Permanent book/tax differences relating to income and gain (loss) are reclassified between total distributable earnings (loss) and paid-in capital in excess of par, as appropriate. 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 to Shareholders*

   Frequency 

 Net Investment Income

   Semi-Annually 

 

B2


 Expected Distribution Schedule to Shareholders*

   Frequency 

 Short-Term Capital Gains

   Annually 

 Long-Term Capital Gains

   Annually 

* Under certain circumstances, the Fund may make more than one distribution of short-term and/or long-term capital gains during a fiscal year.

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

3. Agreements

The Fund has a management agreement with the Manager pursuant to which it has responsibility for all investment advisory services, including supervision of the subadviser’s performance of such services, and for rendering administrative services.

  The Manager has entered into a subadvisory agreement with Jennison Associates LLC (“Jennison” or the “subadviser”). The Manager pays for the services of the subadviser.

The management fee paid to the Manager is accrued daily and payable monthly at an annual rate of 0.55% of average daily net assets of the Fund. All amounts paid or payable by the Fund to the Manager, under the agreement, are reflected in the Statement of Operations.

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

The Fund has entered into brokerage commission recapture agreements with certain registered broker-dealers. Under the brokerage commission recapture program, a portion of the commission is returned to the Fund. Such amounts are included within realized gain (loss) on investment transactions presented in the Statement of Operations. For the reporting period ended June 30, 2023, brokerage commission recaptured under these agreements was $1,219.

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

4. Other Transactions with Affiliates

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

The Fund may enter into certain securities purchase or sale transactions under Board approved Rule 17a-7 procedures. Rule 17a-7 is an exemptive rule under the 1940 Act that, subject to certain conditions, permits purchase and sale transactions among affiliated investment companies, or between an investment company and a person that is affiliated solely by reason of having a common (or affiliated) investment adviser, common directors/trustees, and/or common officers. For the reporting period ended June 30, 2023, no Rule 17a-7 transactions were entered into by the Fund.

5. Portfolio Securities

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Government securities) for the reporting period ended June 30, 2023, were as follows:

 

Cost of Purchases

   Proceeds from Sales

$9,707,333

   $19,006,984

A summary of the cost of purchases and proceeds from sales of shares of affiliated mutual funds for the reporting period ended June 30, 2023, is presented as follows:

 

B3


Value,          

Beginning          

of          

Period          

  

Cost of

Purchases

    

Proceeds

      from Sales      

    

    Change in    

Unrealized

Gain

(Loss)

 

    Realized    

Gain

(Loss)

    

Value,

    End of    

Period

    

    Shares,    

End

of

Period

           Income  

 Short-Term Investments - Affiliated Mutual Funds:

 

                          

 PGIM Core Ultra Short Bond Fund(1)(wa)

                                  

 $ 2,346,130

     $11,887,181        $13,248,162            $     —     $   —        $    985,149        985,149        $87,584  

 PGIM Institutional Money Market Fund(1)(b)(wa)

                                  

     9,619,172

     10,686,861          13,179,830              (2,218)       821        7,124,806        7,129,797        8,114 (2)  

 $11,965,302

     $22,574,042        $26,427,992            $(2,218)     $821        $8,109,955                 $95,698  

 

(1)

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

(2)

The amount, or a portion thereof, represents the affiliated securities lending income shown on the Statement of Operations.

(b)

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

(wa)

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

6. Tax Information

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of June 30, 2023 were as follows:

 

Tax Basis

  

Gross

Unrealized

Appreciation

  

Gross

Unrealized

Depreciation

  

Net

Unrealized

Appreciation

$56,590,366

   $102,318,287    $(894,889)    $101,423,398

The GAAP basis may differ from tax basis due to certain tax-related adjustments.

The Fund elected to treat the below approximated losses as having been incurred in the following fiscal year (December 31, 2023).

 

     

Qualified Late-Year

Losses

  

Post-October

Capital Losses 

 $—         $5,000

The Manager has analyzed the Fund’s tax positions taken on federal, state and local income tax returns for all open tax years and has concluded that no provision for income tax is required in the Fund’s financial statements for the current reporting period. Since tax authorities can examine previously filed tax returns, the Fund’s U.S. federal and state tax returns for each of the four fiscal years up to the most recent fiscal year ended December 31, 2022 are subject to such review.

7. Borrowings

The Fund, along with other affiliated registered investment companies (the “Participating Funds”), is a party to a Syndicated Credit Agreement (“SCA”) with a group of banks. The purpose of the SCA is to provide an alternative source of temporary funding for capital share redemptions. The table below provides details of the SCA.

 

      SCA

 Term of Commitment

   9/30/2022 - 9/28/2023

 Total Commitment

   $ 1,200,000,000

 Annualized Commitment Fee on the Unused Portion of the SCA

   0.15%

 Annualized Interest Rate on Borrowings

   1.00% plus the higher of (1) the effective federal funds rate, (2) the daily SOFR rate plus 0.10% or (3) zero percent

Certain affiliated registered investment companies that are parties to the SCA include portfolios that are subject to a predetermined mathematical formula used to manage certain benefit guarantees offered under variable annuity contracts. The formula may result in large scale asset flows into and out of these portfolios. Consequently, these portfolios may be more

 

B4


likely to utilize the SCA for purposes of funding redemptions. It may be possible for those portfolios to fully exhaust the committed amount of the SCA, thereby requiring the Manager to allocate available funding per a Board-approved methodology designed to treat the Participating Funds in the SCA equitably.

The Fund did not utilize the SCA during the reporting period ended June 30, 2023.

8. Capital and Ownership

Pursuant to the Fund’s Articles of Incorporation, the Fund is authorized to issue 75,000,000 shares, with a par value of $0.01 per share, and an aggregate par value of $750,000.

As of June 30, 2023, all shares of record of the Fund were owned by PICA on behalf of the owners of the three variable insurance products: Prudential’s Investment Plan Account, Prudential’s Annuity Plan Account and Prudential’s Annuity Plan Account-2.

9. Risks of Investing in the Fund

The Fund’s risks include, but are not limited to, some or all of the risks discussed below. For further information on the Fund’s risks, please refer to the Fund’s Prospectus and Statement of Additional Information.

Economic and Market Events Risk: Events in the U.S. and global financial markets, including actions taken by the U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times result in periods of unusually high volatility in a market or a segment of a market, which could negatively impact performance. Reduced liquidity in credit and fixed income markets could adversely affect issuers worldwide. In addition, it remains uncertain that governmental entities will intervene in response to market disturbances, and the effect of any such future intervention cannot be predicted.

Equity Securities Risk: The value of a particular stock or equity-related security held by the Fund could fluctuate, perhaps greatly, in response to a number of factors, such as changes in the issuer’s financial condition or the value of the equity markets or a sector of those markets. Such events may result in losses to the Fund. In addition, due to decreases in liquidity, the Fund may be unable to sell its securities holdings within a reasonable time at the price it values the security or at any price.

Expense Risk: The actual cost of investing in the Fund may be higher than the expenses shown in the “Annual Fund Operating Expenses” table in the Fund’s prospectus for a variety of reasons, including, for example, if the Fund’s average net assets decrease.

Investment Style Risk: Securities held by the Fund as a result of a particular investment style, such as growth or value, tend to perform differently (i.e., better or worse than other segments of, or the overall, stock market) depending on market and economic conditions and investor sentiment. At times when the investment style is out of favor, the Fund may underperform other funds that invest in similar asset classes but use different investment styles.

Liquidity and Valuation Risk: The Fund may hold one or more securities for which there are no or few buyers and sellers or the securities are subject to limitations on transfer. The Fund may be unable to sell those portfolio holdings at the desired time or price and may have difficulty determining the value of such securities for the purpose of determining the Fund’s net asset value. In such cases, investments owned by the Fund may be valued at fair value pursuant to policies and procedures adopted and implemented by the Manager. No assurance can be given that the fair value prices accurately reflect the value of the security. The Fund is subject to a liquidity risk management program, which limits the ability of the Fund to invest in illiquid investments.

Market and Management Risk: Markets in which the Fund invests may experience volatility and go down in value, and possibly sharply and unpredictably. Investment techniques, risk analyses and investment strategies, which may include quantitative models or methods, used by a subadviser in making investment decisions for the Fund are subject to human error and may not produce the intended or desired results. The value of the Fund’s investments may be negatively affected by the occurrence of domestic or global events, including war, terrorism, environmental or natural disasters or events, political or civil instability, and public health emergencies, among others. Such events may reduce consumer demand or economic output, result in market closures, travel restrictions or quarantines, and have a significant adverse impact on the economy. There is no guarantee that the investment objective of the Fund will be achieved.

Regulatory Risk: The Fund is subject to a variety of laws and regulations which govern its operations. The Fund is subject to regulation by the Securities and Exchange Commission (the “SEC”). Similarly, the businesses and other issuers of the securities and other instruments in which the Fund invests are also subject to considerable regulation. Changes in laws and

 

B5


regulations may materially impact the Fund, a security, business, sector or market.

10. Recent Regulatory Developments

Effective January 24, 2023, the SEC adopted rule and form amendments to require mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information deemed important for retail investors to assess and monitor their fund investments (the “Rule”). Other information, including financial statements, will no longer appear in the funds’ streamlined shareholder reports but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The Rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the Rule and its impact to the Fund.

 

B6


Liquidity Risk Management Program (unaudited)

Consistent with Rule 22e-4 under the 1940 Act (the “Liquidity Rule”), the Fund has adopted and implemented a liquidity risk management program (the “LRMP”). The Fund’s LRMP seeks to assess and manage the Fund’s liquidity risk, which is defined as the risk that the Fund is unable to meet investor redemption requests without significantly diluting the remaining investors’ interests in the Fund. The Board has approved PGIM Investments, the Fund’s investment manager, to serve as the administrator of the Fund’s LRMP. As part of its responsibilities as administrator, PGIM Investments has retained a third party to perform certain functions, including providing market data and liquidity classification model information.

The Fund’s LRMP includes a number of processes designed to support the assessment and management of its liquidity risk. In particular, the Fund’s LRMP includes no less than annual assessments of factors that influence the Fund’s liquidity risk; no less than monthly classifications of the Fund’s investments into one of four liquidity classifications provided for in the Liquidity Rule; a 15% of net assets limit on the acquisition of “illiquid investments” (as defined under the Liquidity Rule); establishment of a minimum percentage of the Fund’s assets to be invested in investments classified as “highly liquid” (as defined under the Liquidity Rule) if the Fund does not invest primarily in highly liquid investments; and regular reporting to the Board.

At a meeting of the Board on March 14-15, 2023, PGIM Investments provided a written report (“LRMP Report”) to the Board addressing the operation, adequacy, and effectiveness of the Fund’s LRMP, including any material changes to the LRMP for the period from January 1, 2022 through December 31, 2022 (“Reporting Period”). The LRMP Report concluded that the Fund’s LRMP was reasonably designed to assess and manage the Fund’s liquidity risk and was adequately and effectively implemented during the Reporting Period. There were no material changes to the LRMP during the Reporting Period. The LRMP Report further concluded that the Fund’s investment strategies continue to be appropriate given the Fund’s status as an open-end fund.

There can be no assurance that the LRMP will achieve its objectives in the future. Additional information regarding risks of investing in the Fund, including liquidity risks presented by the Fund’s investment portfolio, is found in the Fund’s Prospectus and Statement of Additional Information.

 

B7


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 Fund, Inc. (the Fund) consists of eight individuals, seven 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 the Board (the Directors) by the 1940 Act. The Independent Directors have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Director. The Board has established four standing committees: the Audit Committee, the Governance Committee, the Compliance Committee, and the Investment Review and Risk Committee. Each committee is chaired by an Independent Director.

Annual Approval of the Fund’s Advisory Agreements

As required under the 1940 Act, the Board determines annually whether to renew the Fund’s management agreement with PGIM Investments LLC (PGIM Investments or the Manager) 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 13-14, 2023 (the Meeting) and approved the renewal of the agreements through July 31, 2024, after concluding that renewal of the agreements was in the best interest of the Fund and its shareholders.

In advance of the Meeting, 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 of these agreements. Among other things, the Board considered comparisons with other mutual funds in a relevant peer universe and peer group, as is further discussed below.

In approving the agreements, the Board, including the Independent Directors advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services provided by PGIM Investments and the subadviser, the performance of the Fund, the profitability of PGIM Investments and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders. In their deliberations, the Directors did not identify any single factor that alone was responsible for the Board’s decision to approve the agreements. In connection with its deliberations, the Board considered information provided at or in advance of the Meeting, as well as information provided throughout the year at regular and special Board meetings, including presentations from PGIM Investments and subadviser personnel, such as portfolio managers. The Directors determined that the overall arrangements between the Fund and PGIM Investments, which serves as the Fund’s investment manager pursuant to a management agreement, and between PGIM Investments and Jennison, which serves as the Fund’s subadviser pursuant to the terms of a subadvisory agreement with PGIM Investments, are in the best interests of the Fund and its shareholders in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment. The Board considered the approval of the agreements for the Fund as part of its consideration of agreements for multiple portfolios, but its approvals were made on a fund-by-fund or portfolio-by-portfolio basis.

The material factors and conclusions that formed the basis for the Board’s determinations to approve the renewal of the agreements are separately discussed below.

Nature, Quality and Extent of Services

The Board received and considered information regarding the nature, quality and extent of services provided to the Fund by PGIM Investments and Jennison. The Board considered the services provided by PGIM Investments, including but not limited to the oversight of the subadviser for the Fund, as well as the provision of accounting oversight, recordkeeping, compliance and other services to the Fund, and PGIM Investments’ role as administrator of the Fund’s liquidity risk management program. The Board also considered that PGIM Investments or its affiliates pays the salaries of all of the officers and interested Directors of the Fund. With respect to PGIM Investments’ oversight of the subadviser, the Board noted that PGIM Investments’ Strategic Investment Research Group (SIRG), which is a business unit of PGIM Investments, is responsible for 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 PGIM Investments’ evaluation of the subadviser, as well as PGIM Investments’ recommendation, based on its review of the subadviser, to renew the subadvisory agreement.


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

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

Costs of Services and Profits Realized by PGIM Investments

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

Economies of Scale

The Board received and discussed information concerning whether PGIM Investments realizes economies of scale as the Fund’s assets grow beyond current levels. The Board noted that economies of scale, if any, may be shared with the Fund in several ways, including low management fees from inception, additional technological and personnel investments to enhance shareholder services, and maintaining existing expense structures in the face of a rising cost environment. The Board recognized the inherent limitations of any analysis of economies of scale, stemming largely from the Board’s understanding that most of PGIM Investments’ costs are not specific to individual funds, but rather are incurred across a variety of products and services.

Other Benefits to PGIM Investments and Jennison

The Board considered potential ancillary benefits that might be received by PGIM Investments and Jennison and their affiliates as a result of their relationship with the Fund. The Board concluded that potential benefits to be derived by PGIM Investments included compensation received by insurance company affiliates of PGIM Investments from Jennison, as well as benefits to the reputation or other intangible benefits resulting from PGIM Investments’ association with the Fund. The Board also considered information provided by PGIM Investments regarding the regulatory requirement that insurance companies determine that the fees and charges under their variable contracts are reasonable. The Board concluded that the potential benefits to be derived by Jennison included the ability to use soft dollar credits, brokerage commissions that may be 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 its reputation. The Board concluded that the benefits derived by PGIM Investments and Jennison were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.

Performance of the Fund / Fees and Expenses / Other Factors

With respect to the Fund, the Board also considered certain additional specific factors and made related conclusions relating to the historical performance of the Fund for the one-, three-, five- and ten-year periods ended December 31, 2022. The Board compared the historical gross performance of the Fund to the comparable performance of its benchmark index and to a universe of mutual funds that were determined by Broadridge, Inc. (Broadridge), an independent provider of mutual fund data, to be similar to the Fund (Peer Universe).

The Board also considered the Fund’s actual management fee, as well as the Fund’s net total expense ratio, for the calendar year 2022. The Board considered the management fee for the Fund as compared to the management fee charged by PGIM Investments to other


funds and accounts and the fee charged by other advisers to comparable mutual funds in a group of mutual funds that were determined by Broadridge to be similar to the Fund (the Peer Group). The actual management fee represents the fee rate actually paid by Fund shareholders and includes any fee waivers or reimbursements. The net total expense ratio for the Fund represents the actual expense ratio incurred by Fund shareholders, but does not include the charges associated with the variable contracts.

The mutual funds included in the Peer Universe and the Peer Group were objectively selected by Broadridge, an independent provider of mutual fund data. The comparisons placed the Fund in various quartiles, with the 1st quartile being the best 25% of the mutual funds (for performance, the best performing mutual funds and, for expenses, the lowest cost mutual funds).

The section below summarizes key factors considered by the Board and the Board’s conclusions regarding the Fund’s performance, fees and overall expenses. The section sets forth gross performance comparisons (which do not reflect the impact on performance of portfolio expenses, or any subsidies, expense caps or waivers that may be applicable) with the Peer Universe, actual management fees with the Peer Group (which reflect the impact of any subsidies or fee waivers), and net total expenses with the Peer Group, each of which were key factors considered by the Board.

 

         

 

Gross Performance

   1 Year    3 Years    5 Years    10 Years
   4th Quartile    4th Quartile    2nd Quartile    1st Quartile
 
Actual Management Fees: 1st Quartile
 
Net Total Expenses: 1st Quartile

 

 

The Board noted that the Fund outperformed its benchmark index over the ten-year period and underperformed its benchmark index over all other periods.

 

 

The Board considered the Manager’s assertions that underperformance versus benchmark and peers was isolated to 2021 and 2022, though the magnitude has dragged down the trailing period results, and that the Portfolio has outperformed its benchmark and peers in four of the last six years. In this respect the Board also considered that performance against peers measured as of December 31, 2021, was in the first quartile for the three- and five-year periods and that performance was better than the benchmark for these same periods.

 

 

The Board concluded that, after considering a variety of information, including the factors noted above, it would be in the best interests of the Fund and its shareholders to renew the agreements and that the management fees (including subadvisory fees) and total expenses were reasonable in light of the services provided.

***

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


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.

Annuity 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.

A description of the policies and procedures that the Fund used to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge upon request by calling the appropriate phone number listed below and on the website of the SEC at www.sec.gov.

The Fund files with the SEC a complete listing of portfolio holdings as of its first and third calendar quarter-end, which are publicly available on Form N-PORT. Form N-PORT is available on the SEC’s website at www.sec.gov or call (800) SEC-0330.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Directors and is available without charge upon request by calling (888) 778-2888.


LOGO

The Prudential Insurance Company of America

751 Broad Street

Newark, NJ 07102-3714

 

 

 

 

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

©2023 Prudential Financial, Inc. and its related entities. PGIM Investments, the Prudential logo, and the Rock symbol are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

FSP-SAR


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 – There have been no material changes to these procedures.

Item 11 – Controls and Procedures

  (a)

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

 

  (b)

There has been no significant change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 – Controls and Procedures - Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not applicable.

Item 13 – Exhibits

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

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

     (a)(2)(1) Any written solicitation to purchase securities under Rule 23c-1 – Not applicable.
     (a)(2)(2) Change in the registrant’s independent public accountant – 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:    /s/ Andrew R. French
   Andrew R. French
   Secretary
       
Date:    August 17, 2023

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

 

By:    /s/ Timothy S. Cronin
   Timothy S. Cronin
   President and Principal Executive Officer
       
Date:    August 17, 2023

    

  

    

  
By:    /s/ Christian J. Kelly
   Christian J. Kelly
   Chief Financial Officer (Principal Financial Officer)
       
Date:    August 17, 2023